File No. 33-58248
811-7502
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. 13 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 13 [X]
(Check appropriate box or boxes.)
DREYFUS INTERNATIONAL 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
Mark N. Jacobs, 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)(1)
----
X on October 1, 1999 pursuant to paragraph (a)(1)
----
75 days after filing pursuant to paragraph (a)(2)
----
on (date) pursuant to paragraph (a)(2) 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.
----
Dreyfus International Growth Fund
Investing in stocks of foreign
companies for capital growth
Prospectus October 1, 1999
As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved these securities or passed upon the adequacy of this
prospectus.
Any representation to the contrary is a criminal offense.
[Page]
Contents
The Fund
2 Goal/Approach
3 Main Risks
4 Past Performance
5 Expenses
6 Management
7 Financial Highlights
Your Investment
8 Account Policies
11 Distributions and Taxes
12 Services for Fund Investors
14 Instructions for Regular Accounts
16 Instructions for IRAs
For More Information
Back Cover
What every investor should know about the fund
Information for managing your fund account
Where to learn more about this and other Dreyfus funds
[Page]
The Fund
Dreyfus International Growth Fund
Ticker Symbol: DITFX
Goal/Approach
The fund seeks long-term capital growth. To pursue this goal, the fund
invests at least 65% of total assets in equity securities of foreign issuers,
including foreign companies. The fund may invest in companies or in
governments of developing countries. Though not specifically limited, the
fund ordinarily can be expected to invest in companies in at least three
foreign countries. The fund's equity securities investments may include
common stocks, preferred stocks and convertible securities.
In choosing stocks, the fund conducts a "bottom-up" approach, focusing on
individual stock selection rather than on macroeconomic factors. There are no
country allocation models or targets. The fund is particularly alert to
companies whose revenue growth and earnings growth are faster than those of
industry peers or the local market.
The fund typically sells a stock when its growth forecast is reduced, its
valuation target is reached, or the original investment rationale no longer
exists.
Information on the fund's recent strategies and holdings can be found in the
current annual/semiannual report (see back cover).
Concepts to understand
Foreign company: a company organized under the laws of a foreign country or
for which the principal trading market is in a foreign country; or a company
organized in the U.S. with a majority of its assets or business outside the U.S.
Growth company: a company of any capitalization whose earnings are expected
to grow faster than the overall market. Often, growth stocks have relatively
high price-to-earnings and price-to-book ratios, and tend to be more volatile
than value stocks.
[Page 2]
Main Risks
While stocks have historically been a choice of long-term investors, they do
fluctuate in price. The value of your investment in the fund will go up and
down, which means that you could lose money.
The fund's performance will be influenced by political, social and economic
factors affecting foreign companies. These risks include changes in currency
exchange rates, a lack of adequate company information, political
instability, differing auditing and legal standards, and less liquidity.
The fund expects to invest primarily in the stocks of companies located in
developed countries. However, the fund may invest in the stocks of companies
located in emerging markets. These countries generally have economic
structures that are less diverse and mature, and political systems that are
less stable, than those of developed countries. Emerging markets may be more
volatile than the markets of more mature economies, and the securities of
companies located in emerging markets are often subject to rapid and large
changes in price.
Because the stock prices of growth companies are based in part on future
expectations, these stocks may fall sharply if investors believe the
prospects for a stock, industry or the economy in general are weak. In
addition, growth stocks typically lack the dividend yield that could cushion
stock prices in market downturns.
Under adverse market conditions, the fund could invest some or all of its
assets in the securities of U.S. issuers or money market securities. Although
the fund would do this only in seeking to avoid losses, it could reduce the
benefit from any upswing in the market.
Other potential risks
The fund, at times, may invest in derivative securities, such as options and
futures, and in foreign currencies. It may also sell short, which involves
selling a security it does not own in anticipation of a decline in the market
price of the security. When employed, these practices are used primarily to
hedge the fund's portfolio but may be used to increase returns; however, such
practices sometimes may reduce returns or increase volatility.
In addition, derivatives can be illiquid, and a small investment in certain
derivatives could have a potentially large impact on the fund's performance.
The fund can buy securities with borrowed money (a form of leverage), which
could have the effect of magnifying the fund's gains or losses.
The Fund [Page 3]
Past Performance
The tables below show some of the risks of investing in the fund. The first
table shows the changes in the fund's performance from year to year. The
second table compares the fund's performance over time to that of the Morgan
Stanley Capital International Europe, Australasia, Far East (EAFER((reg.tm))
Index, a widely recognized unmanaged index of foreign stock performance.
Both tables assume reinvestment of dividends and distributions. Of course,
past performance is no guarantee of future results.
Year-by-year total return as of 12/31 each year (%)
-5.43 0.70 8.49 -1.49 1.61
89 90 91 92 93 94 95 96 97 98
Best Quarter: Q1 '98 +17.48%
Worst Quarter: Q3 '98 -22.42%
The fund's year-to-date total return as of 6/30/99 was 2.79%.
Average annual total return as of 12/31/98
Since
inception
1 Year 5 Years (6/29/93)
- ----------------------------------------------------------------------------
Fund 1.61% 0.67% 4.61%
MSCIEAFE((reg.tm)) 20.00% 9.19% 9.77%*
* For comparative purposes, the value of the index on 6/30/93
is used as the beginning value on 6/29/93.
What this fund is - and isn't
This fund is a mutual fund:
a pooled investment that is professionally managed and gives you the
opportunity to participate in financial markets. It strives to reach its
stated goal, although as with all mutual funds, it cannot offer guaranteed
results.
An investment in this fund is not a bank deposit. It is not insured or
guaranteed by the FDIC or any other government agency. It is not a complete
investment program. You could lose money in this fund, but you also have the
potential to make money.
[Page 4]
Expenses
As an investor, you pay certain fees and expenses in connection with the
fund, which are described in the table below. Shareholder transaction fees
are paid from your account. Annual fund operating expenses are paid out of
fund assets, so their effect is included in the share price. The fund has no
sales charge (load).
Fee table
Shareholder transaction fees
% of transaction amount
Maximum redemption fee 1.00%
charged only when selling shares you
have owned for less than six months
Annual fund operating expenses
% of average daily net assets
Management fees 0.75%
Rule 12b-1 fee 0.50%
Shareholder services fee 0.25%
Other expenses 0.51%
Total 2.01%
Expense example
1 Year 3 Years 5 Years 10 Years
- ---------------------------------------------------------------
$204 $630 $1,083 $2,338
This example shows what you could pay in expenses
over time. It uses the same hypothetical conditions
other funds use in their prospectuses: $10,000 initial
investment, 5% total return each year and no changes in
expenses. The figures shown would be the same whether you
sold your shares at the end of a period or kept them.
Because actual return and expenses will be different, the
example is for comparison only.
Concepts to understand
Management fee: the fee paid to the investment adviser for managing the
fund's portfolio and assisting in all aspects of the fund's operations.
Rule 12b-1 fee: a fee used to reimburse the fund's distributor for
distributing shares and providing shareholder account services. Because this
fee is paid out of the fund's assets on an ongoing basis, over time it will
increase the cost of your investment and may cost you more than paying other
types of sales charges.
Shareholder services fee: the fee paid to the fund's distributor for
shareholder account service and maintenance.
Other expenses: fees paid by the fund for miscellaneous items such as
transfer agency, custody, professional and registration fees.
The Fund [Page 5]
Management
The investment adviser for the fund is The Dreyfus Corporation,
200 Park Avenue, New York, New York 10166. Founded in 1947, Dreyfus manages
more than $120 billion in over 160 mutual fund portfolios. For the past
fiscal year, the fund paid Dreyfus a management fee at the annual rate of
0.75% of the fund's average daily net assets. Dreyfus is the primary mutual
fund business of Mellon Bank Corporation, a broad-based financial services
company with a bank at its core. With more than $389 billion of assets under m
anagement and $1.9 trillion of assets under administration and custody,
Mellon provides a full range of banking, investment and trust products and
services to individuals, businesses and institutions. Mellon is headquartered
in Pittsburgh, Pennsylvania.
Douglas Loeffler has managed the fund and been employed by Dreyfus since
February 1999. Since 1997, Mr. Loeffler has been a vice president of
investments of Founders Asset Management LLC, an affiliate of Dreyfus. From
1995 to 1997, he was a senior equities analyst with Founders. For the
previous seven years he was international equities analyst and quantitative
analyst for Scudder, Stevens and Clark.
Dreyfus has a personal securities trading policy (the "Policy") which
restricts the personal securities transactions of its employees. Its primary
purpose is to ensure that personal trading by Dreyfus employees does not
disadvantage any Dreyfus-managed fund. Dreyfus portfolio managers and other
investment personnel who comply with the Policy's preclearance and disclosure
procedures may be permitted to purchase, sell or hold certain types of
securities which also may be or are held in the fund(s) they advise.
Concepts to understand
Year 2000 issues: the fund could be adversely affected if the computer
systems used by Dreyfus and the fund's other service providers do not
properly process and calculate date-related information from and after
January 1, 2000.
Dreyfus is working to avoid year 2000-related problems
in its systems and to obtain assurances from other service providers that
they are taking similar steps. In addition, issuers of securities in which
the fund invests may be adversely affected by year 2000-related problems.
This could have an impact on the value of the fund's investments and its
share price.
[Page 6]
Financial Highlights
This table describes the fund's performance for the fiscal periods indicated.
"Total return" shows how much your investment in the fund would have
increased (or decreased) during each period, assuming you had reinvested all
dividends and distributions. These figures have been independently audited by
_________________, whose report, along with the fund's financial statements,
is included in the annual report.
<TABLE>
<CAPTION>
Year Ended May 31,
1999 1998 1997 1996 1995
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Per-Share Data ($)
Net asset value, beginning of period - - - - -
Investment operations:
Investment income (loss) - net - - - - -
Net realized and unrealized
gain (loss) on investments - - - - -
Total from investment operations - - - - -
Distributions:
Dividends from investment
income - net - - - - -
Dividends in excess of investment
income - net - - - - -
Dividends from net realized gain
on investments - - - - -
Total distributions - - - - -
Net asset value, end of period - - - - -
Total return (%) - - - - -
Ratios/Supplemental Data
Ratio of operating expenses
to average net assets (%) - - - - -
Ratio of interest expense
and loan commitment fees
to average net assets (%) - - - - -
Ratio of net investment income (loss)
to average net assets (%) - - - - -
Portfolio turnover rate (%) - - - - -
Net assets, end of period ($ x 1,000) - - - - -
1 Amount represents less than $.01 per share.
2 Amount represents less than .01%.
</TABLE>
The Fund [Page 7]
Your Investment
Account Policies
Buying shares
You pay no sales charges to invest in this fund. Your price for fund shares
is the fund's net asset value per share (NAV), which is generally calculated
as of the close of trading on the New York Stock Exchange (usually 4:00 p.m.
Eastern time) every day the exchange is open. Your order will be priced at
the next NAV calculated after your order is accepted by the fund's transfer
agent or other authorized entity. The fund's investments are generally valued
based on market value or, where market quotations are not readily available,
based on fair value as determined in good faith by the fund's board.
Minimum investments
Initial Additional
- ----------------------------------------------------------------------
Regular accounts $2,500 $100
$500 for
TeleTransfer investments
Traditional IRAs $750 no minimum
Spousal IRAs $750 no minimum
Roth IRAs $750 no minimum
Education IRAs $500 no minimum
after the first year
Dreyfus automatic $100 $100
investment plans
All investments must be in U.S.
dollars. Third-party checks cannot be accepted. You may
be charged a fee for any check that does not
clear. Maximum TeleTransfer purchase is $150,000 per
day.
Third-party investments
If you invest through a third party (rather than directly with Dreyfus), the
policies and fees may be different than those described here. Banks, brokers,
401(k) plans, financial advisers and financial supermarkets may charge
transaction fees and may set different minimum investments or limitations on
buying or selling shares. Consult a representative of your plan or financial
institution if in doubt.
[Page 8]
Selling shares
You may sell (redeem) shares at any time. Your shares will be sold at the
next NAV calculated after your order is accepted by the fund's transfer agent
or other authorized entity. Any certificates representing fund shares being
sold must be returned with your redemption request. Your order will be
processed promptly and you will generally receive the proceeds within a week.
Before selling recently purchased shares, please note that:
* if the fund has not yet collected payment for the
shares you are selling, it may delay sending the proceeds for up to eight
business days or until it has collected payment
* if you are selling or exchanging shares
you have owned for less than six months, the fund may deduct a 1%
redemption fee (not charged on shares sold through the Automatic
Withdrawal Plan or Dreyfus Auto-Exchange Privilege, or on shares acquired
through dividend reinvestment)
Limitations on selling shares by phone
Proceeds
sent by Minimum Maximum
- ----------------------------------------------------------------------------
Check no minimum $150,000 per day
Wire $1,000 $250,000 for joint accounts
every 30 days
TeleTransfer $500 $250,000 for joint accounts
every 30 days
Written sell orders
Some circumstances require written sell orders along with signature
guarantees.
These include:
* amounts of $1,000 or more on accounts whose address has been changed within
the last 30 days
* requests to send the proceeds to a different payee or address
Written sell orders of $100,000 or more must also be signature guaranteed.
A signature guarantee helps protect against fraud. You can obtain one from
most banks or securities dealers, but not from a notary public. For joint
accounts, each signature must be guaranteed. Please call us to ensure that
your signature guarantee will be processed correctly.
Your Investment [Page 9]
Account Policies (continued)
General policies
Unless you decline telephone privileges on your application, you may be
responsible for any fraudulent telephone order as long as Dreyfus takes
reasonable measures to verify the order.
The fund reserves the right to:
* refuse any purchase or exchange request that could adversely affect the fund
or its operations, including those from any individual or group who, in the
fund's view, is likely to engage in excessive trading (usually defined as
more than four exchanges out of the fund within a calendar year)
* refuse any purchase or exchange request in excess of 1% of the fund's total
assets
* change or discontinue its exchange privilege, or temporarily suspend this
privilege during unusual market conditions
* change its minimum investment amounts
* delay sending out redemption proceeds for up to seven days (generally
applies only in cases of very large redemptions, excessive trading or during
unusual market conditions)
The fund also reserves the right to make a "redemption in kind" - payment in
portfolio securities rather than cash - if the amount you are redeeming is
large enough to affect fund operations (for example, if it represents more
than 1% of the fund's assets).
Small account policies
To offset the relatively higher costs of servicing smaller accounts, the fund
charges regular accounts with balances below $2,000 an annual fee of $12. The
fee will be imposed during the fourth quarter of each calendar year.
The fee will be waived for:
any investor whose aggregate Dreyfus mutual fund investments total at least
$25,000; IRA accounts; accounts participating in automatic investment
programs; accounts opened through a financial institution.
If your account falls below $500, the fund may ask you to increase your balance.
If it is still below $500 after 45 days, the fund may close your account and
send you the proceeds.
[Page 10]
Distributions and Taxes
The fund usually pays its shareholders dividends from its net investment
income, and distributes any net capital gains it has realized once a year.
Your distributions will be reinvested in the fund unless you instruct the
fund otherwise. There are no fees or sales charges on reinvestments.
Fund dividends and distributions are taxable to most investors (unless your
investment is in an IRA or other tax-advantaged account). The tax status of
any distribution is the same regardless of how long you have been in the fund
and whether you reinvest your distributions or take them in cash.
In general, distributions are federally taxable as follows:
Taxability of distributions
Type of Tax rate for Tax rate for
distribution 15% bracket 28% bracket or above
- -------------------------------------------------------------------------
Income Ordinary Ordinary
dividends income rate income rate
Short-term Ordinary Ordinary
capital gains income rate income rate
Long-term
capital gains 10% 20%
The tax status of your dividends and distributions will be detailed in your
annual tax statement from the fund.
Because everyone's tax situation is unique, always consult your tax
professional about federal, state and local tax consequences.
Taxes on transactions
Except in tax-advantaged accounts, any sale or exchange of fund shares may
generate a tax liability.
The table at right also can provide a guide for your potential tax liability
when selling or exchanging fund shares. "Short-term capital gains" applies to
fund shares sold or exchanged up to 12 months after buying them. "Long-term
capital gains" applies to shares sold or exchanged after 12 months.
Your Investment [Page 11]
Services for fund Investors
Automatic services
Buying or selling shares automatically is easy with the services described
below. With each service, you select a schedule and amount, subject to
certain restrictions. You can set up most of these services with your
application or by calling 1-800-645-6561.
For investing
Dreyfus Automatic For making automatic investments
Asset BuilderRegistration Mark from a designated bank account.
Dreyfus Payroll For making automatic investments
Savings Plan through a payroll deduction.
Dreyfus Government For making automatic investments
Direct Deposit from your federal employment,
Privilege Social Security or other regular
federal government check.
Dreyfus Dividend For automatically reinvesting the
Sweep dividends and distributions from
one Dreyfus fund into another
(not available for IRAs).
For exchanging shares
Dreyfus Auto- For making regular exchanges
Exchange Privilege from one Dreyfus fund into
another.
For selling shares
Dreyfus Automatic For making regular withdrawals
Withdrawal Plan from most Dreyfus funds.
Dreyfus Financial Centers
Through a nationwide network of Dreyfus Financial Centers, Dreyfus offers a
full array of investment services and products. This includes information on
mutual funds, brokerage services, tax-advantaged products and retirement
planning.
Experienced financial consultants can help you make informed choices and
provide you with personalized attention in handling account transactions. The
Financial Centers also offer informative seminars and events. To find the
Financial Center nearest you, call 1-800-499-3327.
[Page 12]
Exchange privilege
You can exchange $500 or more from one Dreyfus fund into another (no minimum
for retirement accounts). You can request your exchange in writing or by
phone. Be sure to read the current prospectus for any fund into which you are
exchanging. Any new account established through an exchange will have the
same privileges as your original account (as long as they are available).
There is currently no fee for exchanges, although you may be charged a sales
load when exchanging into any fund that has one.
Dreyfus TeleTransfer privilege
To move money between your bank account and your Dreyfus fund account with a
phone call, use the Dreyfus TeleTransfer privilege. You can set up
TeleTransfer on your account by providing bank account information and
following the instructions on your application.
24-hour automated account access
You can easily manage your Dreyfus accounts, check your account balances,
transfer money between your Dreyfus funds, get price and yield information
and much more - when it's convenient for you.
Retirement plans
Dreyfus offers a variety of retirement plans, including traditional, Roth and
Education IRAs. Here's where you call for information:
* for traditional, rollover, Roth and Education IRAs, call 1-800-645-6561
* for SEP-IRAs, Keogh accounts, 401(k) and 403(b) accounts, call 1-800-358-0910
Your Investment [Page 13]
Instructions for regular accounts
TO OPEN AN ACCOUNT
In Writing
Complete the application.
Mail your application and a check to:
The Dreyfus Family of Funds
P.O. Box 9387, Providence, RI 02940-9387
TO ADD TO AN ACCOUNT
Fill out an investment slip, and write your account number on your check.
Mail the slip and the check to:
The Dreyfus Family of Funds
P.O. Box 105, Newark, NJ 07101-0105
By Telephone
Wire Have your bank send your investment to The Bank of New York, with these
instructions:
* ABA# 021000018
* DDA# 8900117842
* the fund name
* your Social Security or tax ID number
* name(s) of investor(s)
Call us to obtain an account number. Return your application.
Wire Have your bank send your investment to The Bank of New York, with these
instructions:
* ABA# 021000018
* DDA# 8900117842
* the fund name
* your account number
* name(s) of investor(s)
Electronic check Same as wire, but insert "1111" before your account number.
TeleTransfer Request TeleTransfer on your application. Call us to request
your transaction.
Automatically
With an initial investment Indicate on your application which automatic
service(s) you want. Return your application with your investment.
Without any initial investment Check the Dreyfus Step Program option on
your application. Return your application, then complete the additional
materials when they are sent to you.
All services Call us to request a form to add any automatic investing
service (see "Services for Fund Investors"). Complete and return the forms
along with any other required materials.
Via the Internet
Computer Visit the Dreyfus Web site http://www.dreyfus.com and follow the
instructions to download an account application.
[Page 14]
TO SELL SHARES
Write a letter of instruction that includes:
* your name(s) and signature(s)
* your account number
* the fund name
* the dollar amount you want to sell
* how and where to send the proceeds
Obtain a signature guarantee or other documentation, if required (see
"Account Policies - Selling Shares").
Mail your request to:
The Dreyfus Family of Funds
P.O. Box 9671, Providence, RI 02940-9671
Wire Be sure the fund has your bank account information on file. Call us to
request your transaction. Proceeds will be wired to your bank.
TeleTransfer Be sure the fund has your bank account information on file.
Call us to request your transaction. Proceeds will be sent to your bank by
electronic check.
Check Call us to request your transaction. A check will be sent to the address
of record.
Dreyfus Automatic Withdrawal Plan Call us to request a form to add the plan.
Complete the form, specifying the amount and frequency of withdrawals you would
like.
Be sure to maintain an account balance of $5,000 or more.
To reach Dreyfus, call toll free in the U.S.
1-800-645-6561
Outside the U.S. 516-794-5452
Make checks payable to:
The Dreyfus Family of Funds
You also can deliver requests to any Dreyfus Financial Center. Because
processing time may vary, please ask the representative when your account will
be credited or debited.
Concepts to understand
Wire transfer: for transferring money from one financial institution to
another. Wiring is the fastest way to move money, although your bank
may charge a fee to send or receive wire transfers. Wire redemptions from the
fund are subject to a $1,000 minimum.
Electronic check: for transferring money out of a bank account. Your transaction
is entered electronically, but may take up to eight business days to clear.
Electronic checks usually are available without a fee at all Automated Clearing
House (ACH) banks.
Your Investment [Page 15]
Instructions for IRAs
TO OPEN AN ACCOUNT
In Writing
Complete an IRA application, making sure to specify the fund name and to
indicate the year the contribution is for.
Mail your application and a check to:
The Dreyfus Trust Company, Custodian
P.O. Box 6427, Providence, RI 02940-6427
TO ADD TO AN ACCOUNT
Fill out an investment slip, and write your account number on your check.
Indicate the year the contribution is for.
Mail in the slip and the check (see "To Open an Account" at left).
By Telephone
Wire Have your bank send your investment to The Bank of New York,
with these instructions:
* ABA# 021000018
* DDA# 8900117842
* the fund name
* your account number
* name of investor
* the contribution year
Electronic check Same as wire, but insert "1111" before your account number.
Telephone Contribution Call to request us to move money from a regular
Dreyfus account to an IRA (both accounts must be held in the same shareholder
name).
Automatically
Without any initial investment Call us to request a Dreyfus Step Program
form. Complete and return the form along with your application.
All services Call us to request a form to add an automatic investing service
(see "Services for Fund Investors"). Complete and return the form along with
any other required materials.
All contributions will count as current year.
Via the Internet
Computer Visit the Dreyfus Web site http://www.dreyfus.com and follow the
instructions to download an account application.
[Page 16]
TO SELL SHARES
Write a letter of instruction that includes:
* your name and signature
* your account number
* the fund name
* the dollar amount you want to sell
* how and where to send the proceeds
* whether the distribution is qualified or premature
* whether the 10% TEFRA should be withheld
Obtain a signature guarantee or other documentation, if required.
Mail in your request (see "To Open an Account" at left).
Dreyfus Automatic Withdrawal Plan Call us to request instructions to establish
the plan.
To reach Dreyfus, call toll free in the U.S.
1-800-645-6561
Outside the U.S. 516-794-5452
Make checks payable to:
The Dreyfus Trust Company, Custodian
You also can deliver requests to any Dreyfus Financial Center. Because
processing time may vary, please ask the representative when your account will
be credited or debited.
Concepts to understand
Wire transfer: for transferring money from one financial institution to
another. Wiring is the fastest way to move money, although your bank
may charge a fee to send or receive wire transfers. Wire redemptions from the
fund are subject to a $1,000 minimum.
Electronic check: for transferring money out of a bank account. Your
transaction is entered electronically, but may take up to eight business days
to clear. Electronic checks usually are available without a fee at all
Automated Clearing House (ACH) banks.
Your Investment [Page 17]
For More Information
Dreyfus International Growth Fund
SEC file number: 811-7502
More information on this fund is
available free upon request, including the following:
Annual/Semiannual Report
Describes the fund's performance,
lists portfolio holdings and contains a letter from the
fund's manager discussing recent market conditions,
economic trends and fund strategies that significantly
affected the fund's performance during the last fiscal
year.
Statement of Additional Information (SAI)
Provides more details about the
fund and its policies. A current SAI is on file with
the Securities and Exchange Commission (SEC) and is
incorporated by reference (is legally considered part
of this prospectus).
To obtain information:
By telephone
Call 1-800-645-6561
By mail Write to:
The Dreyfus Family of Funds
144 Glenn Curtiss Boulevard
Uniondale, NY 11556-0144
By E-mail Send your request to [email protected]
On the Internet Text-only versions of fund documents can be viewed online or
downloaded from:
SEC
http://www.sec.gov
Dreyfus
http://www.dreyfus.com
You can also obtain copies by visiting the SEC's Public Reference Room in
Washington, DC (phone 1-800-SEC-0330) or by sending your request and a
duplicating fee to the SEC's Public Reference Section, Washington, DC
20549-6009.
Copy Rights 1999 Dreyfus Service Corporation 095P1099
EM327SP1099 7/28/99PM
Dreyfus Emerging Markets Fund
Investing in emerging markets for long-term capital growth
Prospectus October 1, 1999
As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved these securities or passed upon the adequacy of this
prospectus.
Any representation to the contrary is a criminal offense.
Contents
The Fund
2 Goal/Approach
3 Main Risks
4 Past Performance
5 Expenses
6 Management
7 Financial Highlights
Your Investment
8 Account Policies
11 Distributions and Taxes
12 Services for Fund Investors
14 Instructions for Regular Accounts
16 Instructions for IRAs
For More Information
Back Cover
What every investor should know about the fund
Information for managing your fund account
Where to learn more about this and other Dreyfus funds
[Page]
The Fund
Dreyfus Emerging Markets Fund
Ticker Symbol: DRFMX
Goal/Approach
The fund seeks long-term capital growth. To pursue this goal, the fund
invests primarily in equity securities of foreign countries having emerging
markets. "Emerging market" countries consist of all countries represented by
the MSCI-EAFE Index or any other country Dreyfus believes has an emerging
economy or market. Normally, the fund will not invest more than 25% of its
total assets in the securities of companies in any one emerging market
country.
In choosing stocks, the fund uses a value-oriented, research-driven approach.
In selecting stocks, the portfolio manager identifies potential investments
through extensive quantitative and fundamental research. Emphasizing
individual stock selection rather than economic and industry trends, the fund
focuses on three key factors:
* value, or how a stock is valued relative to its intrinsic worth based on
traditional value measures
* business health, or overall efficiency and profitability as measured by
return on assets and return on equity
* business momentum, or the presence of a catalyst (such as corporate
restructuring, change in management or spin-off) that potentially will
trigger a price increase near term or midterm
The fund typically sells a stock when it is no longer considered a value
company, appears less likely to benefit from the current market and economic
environment, shows deteriorating fundamentals or declining momentum, or falls
short of the manager's expectations.
Information on the fund's recent strategies and holdings can be found in the
current annual/semiannual report (see back cover).
Concepts to understand
Value companies: companies that appear underpriced according to certain
financial measurements of their intrinsic worth or business prospects (such
as price-to-earnings or price-to-book ratios). For international investing,
"value" is determined relative to a company's home market. Because a stock
can remain undervalued for years, value investors often look for factors that
could trigger a rise in price.
[Page 2]
Main Risks
The stock markets of emerging market countries can be extremely volatile. The
value of your investment in the fund will go up and down, sometimes
dramatically, which means that you could lose money.
The fund's performance will be influenced by political, social and economic
factors affecting companies in emerging market countries. These risks include
changes in currency exchange rates, a lack of adequate company information,
political instability, differing auditing and legal standards, less diverse
and less mature economic structures, and less liquidity.
Value stocks involve the risk that they may never reach what the manager
believes is their full market value either because the market fails to
recognize the stock's intrinsic worth or the manager misgauged that worth.
They also may decline in price, even though in theory they are already
underpriced. Because different types of stocks tend to shift in and out of
favor depending on market and economic conditions, the fund's performance may
sometimes be lower or higher than that of other types of funds (such as those
emphasizing growth stocks).
The fund may invest in companies of any size. Investments in smaller
companies carry additional risks because their earnings tend to be less
predictable, their share prices more volatile and their securities less
liquid than larger, more established companies.
Under adverse market conditions, the fund could invest some or all of its
assets in money market securities. Although the fund would do this only in
seeking to avoid losses, it could reduce the benefit from any upswing in the
market.
Other potential risks
The fund, at times, may invest some of its assets in derivative securities,
such as options and futures, and in foreign currencies. It may also sell
short. When employed, these practices are used primarily to hedge the fund's
portfolio, but may be used to increase returns; however, such practices may
lower returns or increase volatility. Derivatives can be illiquid, and a
small investment in certain derivatives could have a potentially large impact
on the fund's performance.
At times, the fund may engage in short-term trading. This could increase the
fund's transaction costs and taxable distributions, lowering its after-tax
performance accordingly.
[Page 3]
Past Performance
The tables below show some of the risks of investing in the fund. The first
table shows the changes in the fund's performance from year to year. The
second table compares the fund's performance over time to that of the Morgan
Stanley Capital International Europe, Australasia, Far East (EAFE((reg.tm))
Index, a widely recognized unmanaged index of foreign stock performance.
Both tables assume reinvestment of dividends and distributions. Of course,
past performance is no guarantee of future results.
Year-by-year total return as of 12/31 each year (%)
-1.53 -18.01
89 90 91 92 93 94 95 96 97 98
Best Quarter: Q4 '98 +17.72%
Worst Quarter: Q3 '98 -19.47%
The fund's year-to-date total return as of 6/30/99 was 47.74%.
Average annual total return as of 12/31/98
Since
inception
1 Year (6/28/96)
- ----------------------------------------------------------------------------
Fund -18.01% -8.28%
MSCIEAFE((reg.tm)) -25.34% -16.74%*
* For comparative purposes, the value of the index on 6/30/96
is used as the beginning value on 6/28/96.
What this fund is - and isn't
This fund is a mutual fund:
a pooled investment that is professionally managed and gives you the
opportunity to participate in financial markets. It strives to reach its
stated goal, although as with all mutual funds, it cannot offer guaranteed
results.
An investment in this fund is not a bank deposit. It is not insured or
guaranteed by the FDIC or any other government agency. It is not a complete
investment program. You could lose money in this fund, but you also have the
potential to make money.
[Page 4]
Expenses
As an investor, you pay certain fees and expenses in connection with the
fund, which are described in the table below. Shareholder transaction fees
are paid from your account. Annual fund operating expenses are paid out of
fund assets, so their effect is included in the share price. The fund has no
sales charge (load) or Rule 12b-1 distribution fees.
Fee table
Shareholder transaction fees
% of transaction amount
Maximum redemption fee 1.00%
charged only when selling shares you
have owned for less than six months
Annual fund operating expenses
% of average daily net assets
Management fees 1.25%
Shareholder services fee 0.25%
Other expenses 0.38%
Total 1.88%
Expense example
1 Year 3 Years 5 Years 10 Years
- ----------------------------------------------------------------
$191 $591 $1,016 $2,201
This example shows what you
could pay in expenses over time. It uses the same
hypothetical conditions other funds use in their
prospectuses: $10,000 initial investment, 5% total
return each year and no changes in expenses. The
figures shown would be the same whether you sold your
shares at the end of a period or kept them. Because
actual return and expenses will be different, the
example is for comparison only.
Concepts to understand
Management fee: the fee paid to the investment adviser for managing the
fund's portfolio and assisting in all aspects of the fund's operations.
Shareholder services fee:
a fee paid to the fund's distributor for shareholder account service and
maintenance.
Other expenses: fees paid by the fund for miscellaneous items such as
transfer agency, custody, professional and registration fees.
The Fund [Page 5]
Management
The investment adviser for the fund is The Dreyfus Corporation,
200 Park Avenue, New York, New York 10166. Founded in 1947, Dreyfus manages
more than $120 billion in over 160 mutual fund portfolios. For the past
fiscal year, the fund paid Dreyfus a management fee at the annual rate of
1.25% of the fund's average daily net assets. Dreyfus is the primary mutual
fund business of Mellon Bank Corporation, a broad-based financial services
company with a bank at its core. With more than $389 billion of assets under
management and $1.9 trillion of assets under administration and custody,
Mellon provides a full range of banking, investment and trust products and
services to individuals, businesses and institutions. Mellon is headquartered
in Pittsburgh, Pennsylvania.
D. Kirk Henry has managed the fund since June 1996 and has been employed by
Dreyfus since May 1996. He is also vice president and international equity
portfolio manager of The Boston Company Asset Management, an affiliate of
Dreyfus. He has held that position since May 1994.
Dreyfus has a personal securities trading policy (the "Policy") which
restricts the personal securities transactions of its employees. Its primary
purpose is to ensure that personal trading by Dreyfus employees does not
disadvantage any Dreyfus-managed fund. Dreyfus portfolio managers and other
investment personnel who comply with the Policy's preclearance and disclosure
procedures may be permitted to purchase, sell or hold certain types of
securities which also may be or are held in the fund(s) they advise.
Concepts to understand
Year 2000 issues: the fund could be adversely affected if the computer
systems used by Dreyfus and the fund's other service providers do not
properly process and calculate date-related information from and after
January 1, 2000.
Dreyfus is working to avoid year 2000-related problems
in its systems and to obtain assurances from other service providers that
they are taking similar steps. In addition, issuers of securities in which
the fund invests may be adversely affected by year 2000-related problems.
This could have an impact on the value of the fund's investments and its share
price.
[Page 6]
Financial Highlights
This table describes the fund's performance for the fiscal periods indicated.
"Total return" shows how much your investment in the fund would have
increased (or decreased) during each period, assuming you had reinvested all
dividends and distributions. These figures have been independently audited by
_________________, whose report, along with the fund's financial statements,
is included in the annual report.
<TABLE>
<CAPTION>
Year Ended May 31,
1999 1998 1997 1
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per-Share Data ($)
Net asset value, beginning of period - - -
Investment operations:
Investment income - net - - -
Net realized and unrealized gain
(loss) on investments - - -
Total from investment operations - - -
Distributions:
Dividends from investment
income - net - - -
Dividends from net realized gain on investments - - -
Dividends in excess of net realized gain
on investments - - -
Total distributions - - -
Redemption fee added to paid-in capital - - -
Net asset value, end of period - - -
Total return (%) - - -
Ratios/Supplemental Data
Ratio of expenses to average net assets (%) - - -
Ratio of net investment income to average net assets (%) - - -
Decrease reflected in above expense ratios
due to actions by the manager (%) - - -
Portfolio turnover rate (%) - - -
Net assets, end of period ($ x 1,000) - - -
1 From June 28, 1996 (commencement of operations) to May 31, 1997.
2 Not annualized.
3 Amount represents less than .01%.
</TABLE>
The Fund [Page]
Your Investment
Account Policies
Buying shares
You pay no sales charges to invest in this fund. Your price for fund shares
is the fund's net asset value per share (NAV), which is generally calculated
as of the close of trading on the New York Stock Exchange (usually 4:00 p.m.
Eastern time) every day the exchange is open. Your order will be priced at
the next NAV calculated after your order is accepted by the fund's transfer
agent or other authorized entity. The fund's investments are generally valued
based on market value or, where market quotations are not readily available,
based on fair value as determined in good faith by the fund's board.
Minimum investments
Initial Additional
- -------------------------------------------------------------------
Regular accounts $2,500 $100
$500 for
TeleTransfer investments
Traditional IRAs $750 no minimum
Spousal IRAs $750 no minimum
Roth IRAs $750 no minimum
Education IRAs $500 no minimum
after the first year
Dreyfus automatic $100 $100
investment plans
All investments must be in U.S.
dollars. Third-party checks cannot be accepted. You may
be charged a fee for any check that does not
clear. Maximum TeleTransfer purchase is $150,000 per
day.
Third-party investments
If you invest through a third party (rather than directly with Dreyfus), the
policies and fees may be different than those described here. Banks, brokers,
401(k) plans, financial advisers and financial supermarkets may charge
transaction fees and may set different minimum investments or limitations on
buying or selling shares. Consult a representative of your plan or financial
institution if in doubt.
[Page 8]
Selling shares
You may sell (redeem) shares at any time. Your shares will be sold at the
next NAV calculated after your order is accepted by the fund's transfer agent
or other authorized entity. Any certificates representing fund shares being
sold must be returned with your redemption request. Your order will be
processed promptly and you will generally receive the proceeds within a week.
Before selling recently purchased shares, please note that:
* if the fund has not yet collected payment for the shares you are selling,
it may delay sending the proceeds for up to eight business days or until it
has collected payment
* if you are selling or exchanging shares you have owned for less than six
months, the fund may deduct a 1% redemption fee (not charged on shares sold
through the Automatic Withdrawal Plan or Dreyfus Auto-Exchange Privilege,
or on shares acquired through dividend reinvestment)
Limitations on selling shares by phone Proceeds
sent by Minimum Maximum
- ----------------------------------------------------------------------------
Check no minimum $150,000 per day
Wire $1,000 $250,000 for joint accounts
every 30 days
TeleTransfer $500 $250,000 for joint accounts
every 30 days
Written sell orders
Some circumstances require written sell orders along with signature
guarantees.
These include:
* amounts of $1,000 or more on accounts whose address has been changed within
the last 30 days
* requests to send the proceeds to a different payee or address
Written sell orders of $100,000 or more must also be signature guaranteed.
A signature guarantee helps protect against fraud. You can obtain one from
most banks or securities dealers, but not from a notary public. For joint
accounts, each signature must be guaranteed. Please call us to ensure that your
signature guarantee will be processed correctly.
Your Investment [Page 9]
Account Policies (continued)
General policies
Unless you decline telephone privileges on your application, you may be
responsible for any fraudulent telephone order as long as Dreyfus takes
reasonable measures to verify the order.
The fund reserves the right to:
* refuse any purchase or exchange request that could adversely affect the fund
or its operations, including those from any individual or group who, in the
fund's view, is likely to engage in excessive trading (usually defined as
more than four exchanges out of the fund within a calendar year)
* refuse any purchase or exchange request in excess of 1% of the fund's total
assets
* change or discontinue its exchange privilege, or temporarily suspend this
privilege during unusual market conditions
* change its minimum investment amounts
* delay sending out redemption proceeds for up to seven days (generally
applies only in cases of very large redemptions, excessive trading or
during unusual market conditions)
The fund also reserves the right to make a "redemption in kind" - payment in
portfolio securities rather than cash - if the amount you are redeeming is
large enough to affect fund operations (for example, if it represents more
than 1% of the fund's assets).
Small account policies
To offset the relatively higher costs of servicing smaller accounts, the fund
charges regular accounts with balances below $2,000 an annual fee of $12. The
fee will be imposed during the fourth quarter of each calendar year.
The fee will be waived for:
any investor whose aggregate Dreyfus mutual fund investments total at least
$25,000; IRA accounts; accounts participating in automatic investment
programs; accounts opened through a financial institution.
If your account falls below $500, the fund may ask you to increase your balance.
If it is still below $500 after 45 days, the fund may close your account and
send you the proceeds.
[Page 10]
Distributions and Taxes
The fund usually pays its shareholders dividends from its net investment
income, and distributes any net capital gains it has realized once a year.
Your distributions will be reinvested in the fund unless you instruct the
fund otherwise. There are no fees or sales charges on reinvestments.
Fund dividends and distributions are taxable to most investors (unless your
investment is in an IRA or other tax-advantaged account). The tax status of
any distribution is the same regardless of how long you have been in the fund
and whether you reinvest your distributions or take them in cash.
In general, distributions are federally taxable as follows:
Taxability of distributions
Type of Tax rate for Tax rate for
distribution 15% bracket 28% bracket or above
- ------------------------------------------------------------------------
Income Ordinary Ordinary
dividends income rate income rate
Short-term Ordinary Ordinary
capital gains income rate income rate
Long-term
capital gains 10% 20%
The tax status of your dividends and distributions will be detailed in your
annual tax statement from the fund.
Because everyone's tax situation is unique, always consult your tax
professional about federal, state and local tax consequences.
Taxes on transactions
Except in tax-advantaged accounts, any sale or exchange of fund shares
may generate a tax liability.
The table at right also can provide a guide for your potential tax liability
when selling or exchanging fund shares. "Short-term capital gains" applies to
fund shares sold or exchanged up to 12 months after buying them. "Long-term
capital gains" applies to shares sold or exchanged after 12 months.
Your Investment [Page 11]
Services for fund Investors
Automatic services
Buying or selling shares automatically is easy with the services described
below. With each service, you select a schedule and amount, subject to
certain restrictions. You can set up most of these services with your
application or by calling 1-800-645-6561.
For investing
Dreyfus Automatic For making automatic investments
Asset Builder((reg.tm)) from a designated bank account.
Dreyfus Payroll For making automatic investments
Savings Plan through a payroll deduction.
Dreyfus Government For making automatic investments
Direct Deposit from your federal employment,
Privilege Social Security or other regular
federal government check.
Dreyfus Dividend For automatically reinvesting the
Sweep dividends and distributions from
one Dreyfus fund into another
(not available for IRAs).
For exchanging shares
Dreyfus Auto- For making regular exchanges
Exchange Privilege from one Dreyfus fund into
another.
For selling shares
Dreyfus Automatic For making regular withdrawals
Withdrawal Plan from most Dreyfus funds.
Dreyfus Financial Centers
Through a nationwide network of Dreyfus Financial Centers, Dreyfus offers a
full array of investment services and products. This includes information on
mutual funds, brokerage services, tax-advantaged products and retirement
planning.
Experienced financial consultants can help you make informed choices and provide
you with personalized attention in handling account transactions. The Financial
Centers also offer informative seminars and events. To find the Financial Center
nearest you, call 1-800-499-3327.
[Page 12]
Exchange privilege
You can exchange $500 or more from one Dreyfus fund into another (no minimum
for retirement accounts). You can request your exchange in writing or by
phone. Be sure to read the current prospectus for any fund into which you are
exchanging. Any new account established through an exchange will have the
same privileges as your original account (as long as they are available).
There is currently no fee for exchanges, although you may be charged a sales
load when exchanging into any fund that has one.
Dreyfus TeleTransfer privilege
To move money between your bank account and your Dreyfus fund account with a
phone call, use the Dreyfus TeleTransfer privilege. You can set up
TeleTransfer on your account by providing bank account information and
following the instructions on your application.
24-hour automated account access
You can easily manage your Dreyfus accounts, check your account balances,
transfer money between your Dreyfus funds, get price and yield information
and much more - when it's convenient for you.
Retirement plans
Dreyfus offers a variety of retirement plans, including traditional, Roth and
Education IRAs. Here's where you call for information:
* for traditional, rollover, Roth and Education IRAs, call 1-800-645-6561
* for SEP-IRAs, Keogh accounts, 401(k) and 403(b) accounts, call
1-800-358-0910
Your Investment [Page 13]
Instructions for regular accounts
TO OPEN AN ACCOUNT
In Writing
Complete the application.
Mail your application and a check to:
The Dreyfus Family of Funds
P.O. Box 9387, Providence, RI 02940-9387
TO ADD TO AN ACCOUNT
Fill out an investment slip, and write your account number on your check.
Mail the slip and the check to:
The Dreyfus Family of Funds
P.O. Box 105, Newark, NJ 07101-0105
By Telephone
Wire Have your bank send your investment to The Bank of New York,
with these instructions:
* ABA# 021000018
* DDA# 8900284188
* the fund name
* your Social Security or tax ID number
* name(s) of investor(s)
Call us to obtain an account number. Return your application.
Wire Have your bank send your investment to The Bank of New York,
with these instructions:
* ABA# 021000018
* DDA# 8900284188
* the fund name
* your account number
* name(s) of investor(s)
Electronic check Same as wire, but insert "1111" before your account number.
TeleTransfer Request TeleTransfer on your application. Call us to request
your transaction.
Automatically
With an initial investment Indicate on your application which automatic
service(s) you want. Return your application with your investment.
Without any initial investment Check the Dreyfus Step Program option on
your application. Return your application, then complete the additional
materials when they are sent to you.
All services Call us to request a form to add any automatic investing
service (see "Services for Fund Investors"). Complete and return the forms
along with any other required materials.
Via the Internet
Computer Visit the Dreyfus Web site http://www.dreyfus.com and follow the
instructions to download an account application.
[Page 14]
TO SELL SHARES
Write a letter of instruction that includes:
* your name(s) and signature(s)
* your account number
* the fund name
* the dollar amount you want to sell
* how and where to send the proceeds
Obtain a signature guarantee or other documentation, if required (see
"Account Policies - Selling Shares").
Mail your request to:
The Dreyfus Family of Funds
P.O. Box 9671, Providence, RI 02940-9671
Wire Be sure the fund has your bank account information on file. Call us to
request your transaction. Proceeds will be wired to your bank.
TeleTransfer Be sure the fund has your bank account information on file.
Call us to request your transaction. Proceeds will be sent to your bank by
electronic check.
Check Call us to request your transaction. A check will be sent to the address
of record.
Dreyfus Automatic Withdrawal Plan Call us to request a form to add the plan.
Complete the form, specifying the amount and frequency of withdrawals you would
like.
Be sure to maintain an account balance of $5,000 or more.
To reach Dreyfus, call toll free in the U.S.
1-800-645-6561
Outside the U.S. 516-794-5452
Make checks payable to:
The Dreyfus Family of Funds
You also can deliver requests to any Dreyfus Financial Center. Because
processing time may vary, please ask the representative when your account will
be credited or debited.
Concepts to understand
Wire transfer: for transferring money from one financial institution to
another. Wiring is the fastest way to move money, although your bank
may charge a fee to send or receive wire transfers. Wire redemptions from the
fund are subject to a $1,000 minimum.
Electronic check: for transferring money out of a bank account. Your
transaction is entered electronically, but may take up to eight business days
to clear. Electronic checks usually are available without a fee at all
Automated Clearing House (ACH) banks.
Your Investment [Page 15]
Instructions for IRAs
TO OPEN AN ACCOUNT
In Writing
Complete an IRA application, making sure to specify the fund name and to
indicate the year the contribution is for.
Mail your application and a check to:
The Dreyfus Trust Company, Custodian
P.O. Box 6427, Providence, RI 02940-6427
TO ADD TO AN ACCOUNT
Fill out an investment slip, and write your account number on your check.
Indicate the year the contribution is for.
Mail in the slip and the check (see "To Open an Account" at left).
By Telephone
Wire Have your bank send your investment to The Bank of New York,
with these instructions:
* ABA# 021000018
* DDA# 8900284188
* the fund name
* your account number
* name of investor
* the contribution year
Electronic check Same as wire, but insert "1111" before your account number.
Telephone Contribution Call to request us to move money from a regular
Dreyfus account to an IRA (both accounts must be held in the same shareholder
name).
Automatically
Without any initial investment Call us to request a Dreyfus Step Program
form. Complete and return the form along with your application.
All services Call us to request a form to add an automatic investing service
(see "Services for Fund Investors"). Complete and return the form along with
any other required materials.
All contributions will count as current year.
Via the Internet
Computer Visit the Dreyfus Web site http://www.dreyfus.com and follow
the instructions to download an account application.
[Page 16]
TO SELL SHARES
Write a letter of instruction that includes:
* your name and signature
* your account number
* the fund name
* the dollar amount you want to sell
* how and where to send the proceeds
* whether the distribution is qualified or premature
* whether the 10% TEFRA should be withheld
Obtain a signature guarantee or other documentation, if required.
Mail in your request (see "To Open an Account" at left).
Dreyfus Automatic Withdrawal Plan Call us to request instructions to establish
the plan.
To reach Dreyfus, call toll free in the U.S.
1-800-645-6561
Outside the U.S. 516-794-5452
Make checks payable to:
The Dreyfus Trust Company, Custodian
You also can deliver requests to any Dreyfus Financial Center. Because
processing time may vary, please ask the representative when your account will
be credited or debited.
Concepts to understand
Wire transfer: for transferring money from one financial institution to
another. Wiring is the fastest way to move money, although your bank
may charge a fee to send or receive wire transfers. Wire redemptions from the
fund are subject to a $1,000 minimum.
Electronic check: for transferring money out of a bank account. Your
transaction is entered electronically, but may take up to eight business days
to clear. Electronic checks usually are available without a fee at all
Automated Clearing House (ACH) banks.
Your Investment [Page 17]
For More Information
Dreyfus Emerging Markets Fund
SEC file number: 811-7502
More information on this fund is
available free upon request, including the following:
Annual/Semiannual Report
Describes the fund's performance,
lists portfolio holdings and contains a letter from the
fund's manager discussing recent market conditions,
economic trends and fund strategies that significantly
affected the fund's performance during the last fiscal
year.
Statement of Additional Information (SAI)
Provides more details about the
fund and its policies. A current SAI is on file with
the Securities and Exchange Commission (SEC) and is
incorporated by reference (is legally considered part
of this prospectus).
To obtain information:
By telephone
Call 1-800-645-6561
By mail Write to:
The Dreyfus Family of Funds
144 Glenn Curtiss Boulevard
Uniondale, NY 11556-0144
By E-mail Send your request to [email protected]
On the Internet Text-only versions of fund documents can be viewed online or
downloaded from:
SEC
http://www.sec.gov
Dreyfus
http://www.dreyfus.com
You can also obtain copies by visiting the SEC's Public Reference Room in
Washington, DC (phone 1-800-SEC-0330) or by sending your request and a
duplicating fee to the SEC's Public Reference Section, Washington, DC
20549-6009.
Copy Rights 1999 Dreyfus Service Corporation 327P1099
____________________________________________________________________________
DREYFUS INTERNATIONAL FUNDS, INC.
DREYFUS INTERNATIONAL GROWTH FUND
DREYFUS EMERGING MARKETS FUND
STATEMENT OF ADDITIONAL INFORMATION
OCTOBER 1, 1999
____________________________________________________________________________
This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current Prospectus of
Dreyfus International Growth Fund and Dreyfus Emerging Markets Fund each
dated October 1, 1999 (each, a "Fund" and collectively, the "Funds") of
Dreyfus International Funds, Inc. (the "Company"), as each may be revised
from time to time. To obtain a copy of the relevant Fund's Prospectus,
please write to a Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York
11556-0144, or call one of the following numbers:
Call Toll Free 1-800-645-6561
In New York City -- Call 1-718-895-1206
Outside the U.S. -- Call 516-794-5452
The Company's most recent Annual Report and Semi-Annual Report to
Shareholders are separate documents supplied with this Statement of
Additional Information, and the financial statements, accompanying notes and
report of independent auditors appearing in the Annual Report are
incorporated by reference into this Statement of Additional Information.
TABLE OF CONTENTS
Page
Description of the Company and Funds..................................... B-2
Management of the Company................................................ B-13
Management Arrangements.................................................. B-19
How to Buy Shares........................................................ B-23
Distribution Plan and Shareholder Services Plan.......................... B-25
How to Redeem Shares..................................................... B-26
Shareholder Services..................................................... B-28
Determination of Net Asset Value......................................... B-32
Dividends, Distributions and Taxes....................................... B-33
Portfolio Transactions................................................... B-36
Performance Information.................................................. B-37
Information About the Company and Funds.................................. B-38
Counsel and Independent Auditors......................................... B-39
Appendix................................................................. B-40
DESCRIPTION OF THE COMPANY AND FUNDS
The Company is a Maryland corporation that commenced operations on June
29, 1993. Before June 24, 1996, the Company's name was Dreyfus
International Equity Fund, Inc. The Company is an open-end management
investment company, known as a mutual fund.
The Dreyfus Corporation (the "Manager") serves as each Fund's
investment adviser.
Premier Mutual Fund Services, Inc. (the "Distributor") is the
distributor of the Funds' shares.
Certain Portfolio Securities
The following information supplements and should be read in conjunction
with the relevant Fund's Prospectus.
Depositary Receipts. (All Funds) Each Fund may invest in the
securities of foreign issuers in the form of American Depositary Receipts
and American Depositary Shares (collectively, "ADRs") and Global Depositary
Receipts and Global Depositary Shares (collectively, "GDRs") and other forms
of depositary receipts. These securities may not necessarily be denominated
in the same currency as the securities into which they may be converted.
ADRs are receipts typically issued by a United States bank or trust company
which evidenced ownership of underlying securities issued by a foreign
corporation. GDRs are receipts issued outside the United States typically
by non-United States banks and trust companies that evidence ownership of
either foreign or domestic securities. Generally, ADRs in registered form
are designed for use in the United States securities markets and GDRs in
bearer form are designed for use outside the United States.
These securities may be purchased through "sponsored" or "unsponsored"
facilities. A sponsored facility is established jointly by the issuer of
the underlying security and a depositary. A depositary may establish an
unsponsored facility without participation by the issuer of the deposited
security. Holders of unsponsored depositary receipts generally bear all the
costs of such facilities and the depositary of an unsponsored facility
frequently is under no obligation to distribute shareholder communications
received from the issuer of the deposited security or to pass through voting
rights to the holders of such receipts in respect of the deposited
securities.
Foreign Government Obligations; Securities of Supranational Entities.
(Dreyfus Emerging Markets Fund only) The Fund may invest in obligations
issued or guaranteed by one or more foreign governments or any of their
political subdivisions, agencies or instrumentalities that are determined by
the Manager to be of comparable quality to the other obligations in which
the Fund may invest. Such securities also include debt obligations of
supranational entities. Supranational entities include international
organizations designated or supported by governmental entities to promote
economic reconstruction or development and international banking
institutions and related government agencies. Examples include the
International Bank for Reconstruction and Development (the World Bank), the
European Coal and Steel Community, the Asian Development Bank and the
InterAmerican Development Bank.
Closed-End Investment Companies. (Dreyfus Emerging Markets Fund only)
The Fund may invest in securities issued by closed-end investment companies
which principally invest in securities in which the Fund invests. Under the
Investment Company Act of 1940, as amended (the "1940 Act"), the Fund's
investment in such securities, subject to certain exceptions, currently is
limited to (i) 3% of the total voting stock of any one investment company,
(ii) 5% of the Fund's total assets with respect to any one investment
company and (iii) 10% of the Fund's total assets in the aggregate.
Investments in the securities of other investment companies may involve
duplication of advisory fees and certain other expenses.
Convertible Securities. (All Funds) Convertible securities may be
converted at either a stated price or stated rate into underlying shares of
common stock. Convertible securities have characteristics similar to both
fixed-income and equity securities. Convertible securities generally are
subordinated to other similar but non-convertible securities of the same
issuer, although convertible bonds, as corporate debt obligations, enjoy
seniority in right of payment to all equity securities, and convertible
preferred stock is senior to common stock of the same issuer. Because of
the subordination feature, however, convertible securities typically have
lower ratings than similar non-convertible securities.
Although to a lesser extent than with fixed-income securities, the
market value of convertible securities tends to decline as interest rates
increase and, conversely, tends to increase as interest rates decline. In
addition, because of the conversion feature, the market value of convertible
securities tends to vary with fluctuations in the market value of the
underlying common stock. A unique feature of convertible securities is that
as the market price of the underlying common stock declines, convertible
securities tend to trade increasingly on a yield basis, and so may not
experience market value declines to the same extent as the underlying common
stock. When the market price of the underlying common stock increases, the
prices of the convertible securities tend to rise as a reflection of the
value of the underlying common stock. While no securities investments are
without risk, investments in convertible securities generally entail less
risk than investments in common stock of the same issuer.
Convertible securities provide for a stable stream of income with
generally higher yields than common stocks, but there can be no assurance of
current income because the issuers of the convertible securities may default
on their obligations. A convertible security, in addition to providing
fixed income, offers the potential for capital appreciation through the
conversion feature, which enables the holder to benefit from increases in
the market price of the underlying common stock. There can be no assurance
of capital appreciation, however, because securities prices fluctuate.
Convertible securities generally offer lower interest or dividend yields
than non-convertible securities of similar quality because of the potential
for capital appreciation.
Debt Securities. (Dreyfus International Growth Fund only) Although
the Fund invests principally in equity securities of foreign issuers, it may
invest in debt securities of foreign issuers that management believes, based
on market conditions, the financial condition of the issuer, general
economic conditions and other relevant factors, offer opportunities for
capital growth. The debt securities in which the Fund may invest must be
rated at least Baa by Moody's Investors Service, Inc. ("Moody's") or at
least BBB by Standard & Poor's Ratings Group ("S&P"), Fitch IBCA, Inc.
("Fitch") or Duff & Phelps Credit Rating Co. ("Duff") or, if unrated, deemed
to be of comparable quality by the Manager. Debt securities rated Baa by
Moody's or BBB by S&P, Fitch or Duff are considered investment grade
obligations which lack outstanding investment characteristics and have
speculative characteristics as well. See "Investment Considerations and
Risks" below.
Illiquid Securities. (All Funds) Each Fund may invest up to 15% of
the value of its net assets in securities as to which a liquid trading
market does not exist, provided such investments are consistent with the
Fund's investment objective. These securities may include securities that
are not readily marketable, such as securities that are subject to legal or
contractual restrictions on resale, repurchase agreements providing for
settlement in more than seven days after notice and certain privately
negotiated, non-exchange traded options and securities used to cover such
options. As to these securities, the Fund is subject to a risk that should
the Fund desire to sell them when a ready buyer is not available at a price
the Fund deems representative of their value, the value of the Fund's net
assets could be adversely affected.
Money Market Instruments. (All Funds) When the Manager determines
that adverse market conditions exist, a Fund may adopt a temporary defensive
position and invest some or all of its assets in money market instruments,
including U.S. Government securities, repurchase agreements, bank
obligations and commercial paper.
Investment Techniques
The following information supplements and should be read in conjunction
with the relevant Fund's Prospectus.
Foreign Currency Transactions. (All Funds) Each Fund may enter into
foreign currency transactions for a variety of purposes, including: to fix
in U.S. dollars, between trade and settlement date, the value of a security
the Fund has agreed to buy or sell; to hedge the U.S. dollar value of
securities the Fund already owns, particularly if it expects a decrease in
the value of the currency in which the foreign security is denominated; or
to gain exposure to the foreign currency in an attempt to realize gains.
Foreign currency transactions may involve, for example, the Fund's
purchase of foreign currencies for U.S. dollars or the maintenance of short
positions in foreign currencies. A short position would involve the Fund
agreeing to exchange an amount of a currency it did not currently own for
another currency at a future date in anticipation of a decline in the value
of the currency sold relative to the currency the Fund contracted to
receive. The Fund's success in these transactions will depend principally
on the Manager's ability to predict accurately the future exchange rates
between foreign currencies and the U.S. dollar.
Currency exchange rates may fluctuate significantly over short periods
of time. They generally are determined by the forces of supply and demand
in the foreign exchange markets and the relative merits of investments in
different countries, actual or perceived changes in interest rates and other
complex factors, as seen from an international perspective. Currency
exchange rates also can be affected unpredictably by intervention by U.S. or
foreign governments or central banks, or the failure to intervene, or by
currency controls or political developments in the United States or abroad.
Short-Selling. (Dreyfus Emerging Markets Fund only) In these
transactions, the Fund sells a security it does not own in anticipation of a
decline in the market value of the security. To complete the transaction,
the Fund must borrow the security to make delivery to the buyer. The Fund
is obligated to replace the security borrowed by purchasing it subsequently
at the market price at the time of replacement. The price at such time may
be more or less than the price at which the security was sold by the Fund,
which would result in a loss or gain, respectively.
Securities will not be sold short if, after effect is given to any such
short sale, the total market value of all securities sold short would exceed
25% of the value of the Fund's net assets. The Fund may not make a short
sale which results in the Fund having sold short in the aggregate more than
5% of the outstanding securities of any class of an issuer.
The Fund also may make short sales "against the box," in which the Fund
enters into a short sale of a security it owns. At no time will more than
15% of the value of the Fund's net assets be in deposits on short sales
against the box.
Until the Fund closes its short position or replaces the borrowed
security, it will: (a) segregate permissible liquid assets in an amount
that, together with the amount deposited with the broker as collateral,
always equals the current value of the security sold short; or (b) otherwise
cover its short position.
Borrowing Money. (All Funds) Each Fund is permitted to borrow to the
extent permitted under the 1940 Act, which permits an investment company to
borrow in an amount up to 33-1/3% of the value of its total assets. Each Fund
currently intends to borrow money only for temporary or emergency (not
leveraging) purposes, in an amount up to 15% of the value of its 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 the Fund's total assets, the Fund will
not make any additional investments.
Lending Portfolio Securities. (Dreyfus International Growth Fund only)
The Fund may lend securities from its portfolio to brokers, dealers and
other financial institutions needing to borrow securities to complete
certain transactions. The Fund continues to be entitled to payments in
amounts equal to the dividends, interest or other distributions payable on
the loaned securities which affords the Fund an opportunity to earn interest
on the amount of the loan and at the same time to earn income on the loaned
securities' collateral. Loans of portfolio securities may not exceed 33-
1/3% of the value of the Fund's total assets, and the Fund will receive
collateral consisting of cash, U.S. Government securities or irrevocable
letters of credit which will be maintained at all times in an amount equal
to at least 100% of the current market value of the loaned securities. Such
loans are terminable by the Fund at any time upon specified notice. The
Fund might experience risk of loss if the institution with which it has
engaged in a portfolio loan transaction breaches its agreement with the
Fund. In connection with its securities lending transactions, the Fund may
return to the borrower or a third party which is unaffiliated with the Fund,
and which is acting as a "placing broker," a part of the interest earned
from the investment of collateral received for securities loaned.
Derivatives. (All Funds) Each Fund may invest in, or enter into,
derivatives, such as options and futures, for a variety of reasons,
including to hedge certain market risks, to provide a substitute for
purchasing or selling particular securities or to increase potential income
gain. Derivatives may provide a cheaper, quicker or more specifically
focused way for the Fund to invest than "traditional" securities would.
Derivatives can be volatile and involve various types and degrees of
risk, depending upon the characteristics of the particular derivative and
the portfolio as a whole. Derivatives permit a Fund to increase or decrease
the level of risk, or change the character of the risk, to which its
portfolio is exposed in much the same way as the Fund can increase or
decrease the level of risk, or change the character of the risk, of its
portfolio by making investments in specific securities. However,
derivatives may entail investment exposures that are greater than their cost
would suggest, meaning that a small investment in derivatives could have a
large potential impact on a Fund's performance.
If a Fund invests in derivatives at inopportune times or judges market
conditions incorrectly, such investments may lower the Fund's return or
result in a loss. A Fund also could experience losses if its derivatives
were poorly correlated with its other investments, or if the Fund were
unable to liquidate its position because of an illiquid secondary market.
The market for many derivatives is, or suddenly can become, illiquid.
Changes in liquidity may result in significant, rapid and unpredictable
changes in the prices for derivatives.
Although neither the Company nor any Fund will be a commodity pool,
certain derivatives subject the Funds to the rules of the Commodity Futures
Trading Commission which limit the extent to which a Fund can invest in such
derivatives. A Fund may invest in futures contracts and options with
respect thereto for hedging purposes without limit. However, no Fund may
invest in such contracts and options for other purposes if the sum of the
amount of initial margin deposits and premiums paid for unexpired options
with respect to such contracts, other than for bona fide hedging purposes,
exceeds 5% of the liquidation value of the Fund's assets, after taking into
account unrealized profits and unrealized losses on such contracts and
options; provided, however, that in the case of an option that is in-the-
money at the time of purchase, the in-the-money amount may be excluded in
calculating the 5% limitation.
Derivatives may be purchased on established exchanges or through
privately negotiated transactions referred to as over-the-counter
derivatives. Exchange-traded derivatives generally are guaranteed by the
clearing agency which is the issuer or counterparty to such derivatives.
This guarantee usually is supported by a daily variation margin system
operated by the clearing agency in order to reduce overall credit risk. As
a result, unless the clearing agency defaults, there is relatively little
counterparty credit risk associated with derivatives purchased on an
exchange. By contrast, no clearing agency guarantees over-the-counter
derivatives. Therefore, each party to an over-the-counter derivative bears
the risk that the counterparty will default. Accordingly, the Manager will
consider the creditworthiness of counterparties to over-the-counter
derivatives in the same manner as it would review the credit quality of a
security to be purchased by a Fund. Over-the-counter derivatives are less
liquid than exchange-traded derivatives since the other party to the
transaction may be the only investor with sufficient understanding of the
derivative to be interested in bidding for it.
Futures Transactions--In General. (All Funds) Each Fund may enter into
futures contracts in U.S. domestic markets or on exchanges located outside
the United States. Foreign markets may offer advantages such as trading
opportunities or arbitrage possibilities not available in the United States.
Foreign markets, however, may have greater risk potential than domestic
markets. For example, some foreign exchanges are principal markets so that
no common clearing facility exists and an investor may look only to the
broker for performance of the contract. In addition, any profits that a
Fund might realize in trading could be eliminated by adverse changes in the
currency exchange rate, or the Fund could incur losses as a result of those
changes. Transactions on foreign exchanges may include commodities which
are traded on domestic exchanges or those which are not. Unlike trading on
domestic commodity exchanges, trading on foreign commodity exchanges is not
regulated by the Commodity Futures Trading Commission.
Engaging in these transactions involves risk of loss to a Fund which
could adversely affect the value of the Fund's net assets. Although each
Fund intends to purchase or sell futures contracts only if there is an
active market for such contracts, no assurance can be given that a liquid
market will exist for any particular contract at any particular time. Many
futures exchanges and boards of trade limit the amount of fluctuation
permitted in futures contract prices during a single trading day. Once the
daily limit has been reached in a particular contract, no trades may be made
that day at a price beyond that limit or trading may be suspended for
specified periods during the trading day. Futures contract prices could
move to the limit for several consecutive trading days with little or no
trading, thereby preventing prompt liquidation of futures positions and
potentially subjecting the Fund to substantial losses.
Successful use of futures by a Fund also is subject to the Manager's
ability to predict correctly movements in the direction of the relevant
market and, to the extent the transaction is entered into for hedging
purposes, to ascertain the appropriate correlation between the positions
being hedged and the price movements of the futures contract. For example,
if a Fund uses futures to hedge against the possibility of a decline in the
market value of securities held in its portfolio and the prices of such
securities instead increase, the Fund will lose part or all of the benefit
of the increased value of securities which it has hedged because it will
have offsetting losses in its futures positions. Furthermore, if in such
circumstances the Fund has insufficient cash, it may have to sell securities
to meet daily variation margin requirements. A Fund may have to sell such
securities at a time when it may be disadvantageous to do so.
Pursuant to regulations and/or published positions of the Securities
and Exchange Commission, a Fund may be required to segregate permissible
liquid assets to cover its obligations relating to its transactions in
derivatives. To maintain this required cover, the Fund may have to sell
portfolio securities at disadvantageous prices or times since it may not be
possible to liquidate a derivative position at a reasonable price. In
addition, the segregation of such assets will have the effect of limiting a
Fund's ability otherwise to invest those assets.
Specific Futures Transactions. Each Fund may purchase and sell stock index
futures contracts. A stock index future obligates the Fund to pay or
receive an amount of cash equal to a fixed dollar amount specified in the
futures contract multiplied by the difference between the settlement price
of the contract on the contract's last trading day and the value of the
index based on the stock prices of the securities that comprise it at the
opening of trading in such securities on the next business day.
Each Fund may purchase and sell currency futures. A foreign currency
future obligates the Fund to purchase or sell an amount of a specific
currency at a future date at a specific price.
Dreyfus International Growth Fund may purchase and sell interest rate
futures contracts. An interest rate future obligates the Fund to purchase
or sell an amount of a specific debt security at a future date at a specific
price.
Options--In General. (All Funds) Each Fund may invest up to 5% of its
assets, represented by the premium paid, in the purchase of call and put
options. Each Fund may write (i.e., sell) covered call and put option
contracts to the extent of 20% of the value of its net assets at the time
such option contracts are written. A call option gives the purchaser of the
option the right to buy, and obligates the writer to sell, the underlying
security or securities at the exercise price at any time during the option
period, or at a specific date. Conversely, a put option gives the purchaser
of the option the right to sell, and obligates the writer to buy, the
underlying security or securities at the exercise price at any time during
the option period, or at a specific date.
A covered call option written by a Fund is a call option with respect
to which a Fund owns the underlying security or otherwise covers the
transaction by segregating permissible liquid assets. A put option written
by a Fund is covered when, among other things, the Fund segregates
permissible liquid assets having a value equal to or greater than the
exercise price of the option to fulfill the obligation undertaken. The
principal reason for writing covered call and put options is to realize,
through the receipt of premiums, a greater return than would be realized on
the underlying securities alone. A Fund receives a premium from writing
covered call or put options which it retains whether or not the option is
exercised.
There is no assurance that sufficient trading interest to create a
liquid secondary market on a securities exchange will exist for any
particular option or at any particular time, and for some options no such
secondary market may exist. A liquid secondary market in an option may
cease to exist for a variety of reasons. In the past, for example, higher
than anticipated trading activity or order flow, or other unforeseen events,
at times have rendered certain of the clearing facilities inadequate and
resulted in the institution of special procedures, such as trading
rotations, restrictions on certain types of orders or trading halts or
suspensions in one or more options. There can be no assurance that similar
events, or events that may otherwise interfere with the timely execution of
customers' orders, will not recur. In such event, it might not be possible
to effect closing transactions in particular options. If, as a covered call
option writer, the Fund is unable to effect a closing purchase transaction
in a secondary market, it will not be able to sell the underlying security
until the option expires or it delivers the underlying security upon
exercise or it otherwise covers its position.
Specific Options Transactions. Each Fund may purchase and sell call and put
options in respect of specific securities (or groups or "baskets" of
specific securities) or stock indices listed on national securities
exchanges or traded in the over-the-counter market. An option on a stock
index is similar to an option in respect of specific securities, except that
settlement does not occur by delivery of the securities comprising the
index. Instead, the option holder receives an amount of cash if the closing
level of the stock index upon which the option is based is greater than in
the case of a call, or less than in the case of a put, the exercise price of
the option. Thus, the effectiveness of purchasing or writing stock index
options will depend upon price movements in the level of the index rather
than the price of a particular stock.
Each Fund may purchase and sell call and put options on foreign
currency. These options convey the right to buy or sell the underlying
currency at a price which is expected to be lower or higher than the spot
price of the currency at the time the option is exercised or expires.
Dreyfus Emerging Markets Fund also may purchase cash-settled options on
equity index swaps in pursuit of its investment objective. Equity index
swaps involve the exchange by the Fund with another party of cash flows
based upon the performance of an index or a portion of an index of
securities which usually includes dividends. A cash-settled option on a
swap gives the purchaser the right, but not the obligation, in return for
the premium paid, to receive an amount of cash equal to the value of the
underlying swap as of the exercise date. These options typically are
purchased in privately negotiated transactions from financial institutions,
including securities brokerage firms.
Successful use by a Fund of options will be subject to the Manager's
ability to predict correctly movements in the prices of individual stocks,
the stock market generally, foreign currencies or interest rates. To the
extent the Manager's predictions are incorrect, a Fund may incur losses.
Future Developments. (All Funds) Each Fund may take advantage of
opportunities in the area of options and futures contracts and options on
futures contracts and any other derivatives which are not presently
contemplated for use by the Fund or which are not currently available but
which may be developed, to the extent such opportunities are both consistent
with the Fund's investment objective and legally permissible for the Fund.
Before entering into such transactions or making any such investment, the
Fund will provide appropriate disclosure in its Prospectus or Statement of
Additional Information.
Forward Commitments. (All Funds) Each Fund may purchase securities on
a forward commitment or when-issued basis, which means that delivery and
payment take place a number of days after the date of the commitment to
purchase. The payment obligation and the interest rate receivable on a
forward commitment or when-issued security are fixed when the Fund enters
into the commitment, but the Fund does not make payment until it receives
delivery from the counterparty. A Fund will commit to purchase such
securities only with the intention of actually acquiring the securities, but
the Fund may sell these securities before the settlement date if it is
deemed advisable. The Fund will segregate permissible liquid assets at
least equal at all times to the amount of the Fund's purchase commitments.
Securities purchased on a forward commitment or when-issued basis are
subject to changes in value (generally changing in the same way, i.e.,
appreciating when interest rates decline and depreciating when interest
rates rise) based upon the public's perception of the creditworthiness of
the issuer and changes, real or anticipated, in the level of interest rates.
Securities purchased on a forward commitment or when-issued basis may expose
a Fund to risks because they may experience such fluctuations prior to their
actual delivery. Purchasing securities on a when-issued basis can involve
the additional risk that the yield available in the market when the delivery
takes place actually may be higher than that obtained in the transaction
itself. Purchasing securities on a forward commitment or when-issued basis
when a Fund is fully or almost fully invested may result in greater
potential fluctuation in the value of the Fund's net assets and its net
asset value per share.
Investment Considerations and Risks
Equity Securities. (All Funds) Equity securities fluctuate in value,
often based on factors unrelated to the value of the issuer of the
securities, and such fluctuations can be pronounced. Changes in the value
of a Fund's investments will result in changes in the value of its shares
and thus the Fund's total return to investors.
Each Fund may purchase securities of smaller capitalization companies,
the prices of which may be subject to more abrupt or erratic market
movements than larger, more established companies, because these securities
typically are traded in lower volume and the issuers typically are more
subject to changes in earnings and prospects.
Foreign Securities. (All Funds) Foreign securities markets generally
are not as developed or efficient as those in the United States. Securities
of some foreign issuers are less liquid and more volatile than securities of
comparable U.S. issuers. Similarly, volume and liquidity in most foreign
securities markets are less than in the United States and, at times,
volatility of price can be greater than in the United States.
Because evidences of ownership of foreign securities usually are held
outside the United States, the Fund will be subject to additional risks
which include: possible adverse political and economic developments,
seizure or nationalization of foreign deposits and adoption of governmental
restrictions which might adversely affect or restrict the payment of
principal, interest and dividends on the foreign securities to investors
located outside the country of the issuer, whether from currency blockage or
otherwise. Moreover, foreign securities held by the Fund may trade on days
when the Fund does not calculate its net asset value and thus affect the
Fund's net asset value on days when investors have no access to the Fund.
The risks associated with investing in foreign securities are often
heightened for investments in emerging markets countries. These heightened
risks include (i) greater risks of expropriation, confiscatory taxation,
nationalization, and less social, political and economic stability; (ii) the
small current size of the markets for securities of emerging markets issuers
and the currently low or nonexistent volume of trading, resulting in lack of
liquidity and in price volatility; (iii) certain national policies which may
restrict the Fund's investment opportunities including restrictions on
investing in issuers or industries deemed sensitive to relevant national
interests; and (iv) the absence of developed legal structures governing
private or foreign investment and private property. In addition, some
emerging markets countries may have fixed or managed currencies which are
not free-floating against the U.S. dollar. Further, certain emerging
markets countries' currencies may not be internationally traded. Certain of
these currencies have experienced a steady devaluation relative to the U.S.
dollar. If the Fund is unable to hedge the U.S. dollar value of securities
it owns denominated in such currencies, the Fund's net asset value will be
adversely affected. Many emerging markets countries have experienced
substantial, and in some periods extremely high, rates of inflation for many
years. Inflation and rapid fluctuations in inflation rate have had, and may
continue to have, negative effects on the economies and securities markets
of certain emerging markets countries.
Since foreign securities often are purchased with and payable in
currencies of foreign countries, the value of these assets as measured in
U.S. dollars may be affected favorably or unfavorably by changes in currency
rates and exchange control regulations.
Fixed-Income Securities. (All Funds) Even though interest-bearing
securities are investments which promise a stable stream of income, the
prices of such securities generally are inversely affected by changes in
interest rates and, therefore, are subject to the risk of market price
fluctuations. The values of fixed-income securities also may be affected by
changes in the credit rating or financial condition of the issuer. Certain
securities purchased by Dreyfus International Growth Fund, such as those
rated Baa by Moody's and BBB by S&P, Fitch and Duff, may be subject to such
risk with respect to the issuing entity and to greater market fluctuations
than certain lower yielding, higher rated fixed-income securities. Once the
rating of a portfolio security has been changed, the Fund will consider all
circumstances deemed relevant in determining whether to continue to hold the
security. See "Appendix."
Simultaneous Investments. (All Funds) Investment decisions for a Fund
are made independently from those of the other investment companies advised
by the Manager. If, however, such other investment companies desire to
invest in, or dispose of, the same securities as the Fund, available
investment or opportunities for sales will be allocated equitably to each
investment company. In some cases, this procedure may adversely affect the
size of the position obtained for or disposed of by the Fund or the price
paid or received by the Fund.
Investment Restrictions
Each Fund's investment objective is a fundamental policy, which cannot
be changed without approval by the holders of a majority (as defined in the
1940 Act) of the Fund's outstanding voting shares. In addition, each Fund
has adopted investment restrictions numbered 1 through 8 as fundamental
policies. Investment restrictions numbered 9 through 14 are not fundamental
policies and may be changed by vote of a majority of the Company's Board
members at any time. Neither Fund may:
1. Invest more than 25% of the value of its total assets in the
securities of issuers in any single industry, provided that there shall be
no limitation on the purchase of obligations issued or guaranteed by the
U.S. Government, its agencies or instrumentalities.
2. Invest in commodities, except that the Fund may purchase and sell
options, forward contracts, futures contracts, including those related to
indices, and options on futures contracts or indices.
3. Purchase, hold or deal in real estate, or oil, gas or other
mineral leases or exploration or development programs, but the Fund may
purchase and sell securities that are secured by real estate or issued by
companies that invest or deal in real estate or real estate investment
trusts.
4. Borrow money, except to the extent permitted under the 1940 Act
(which currently limits borrowing to no more than 33-1/3% of the value of
the Fund's total assets). For purposes of this Investment Restriction, the
entry into options, forward contracts, futures contracts, including those
relating to indices, and options on futures contracts or indices shall not
constitute borrowing.
5. Make loans to others, except through the purchase of debt
obligations and the entry into repurchase agreements. However, the Fund may
lend its portfolio securities in an amount not to exceed 33-1/3% of the
value of its total assets. Any loans of portfolio securities will be made
according to guidelines established by the Securities and Exchange
Commission and the Company's Board.
6. Act as an underwriter of securities of other issuers, except to
the extent the Fund may be deemed an underwriter under the Securities Act of
1933, as amended, by virtue of disposing of portfolio securities.
7. Issue any senior security (as such term is defined in Section
18(f) of the 1940 Act), except to the extent the activities permitted in
Investment Restriction Nos. 2, 4, 11 and 12 may be deemed to give rise to a
senior security.
8. Purchase securities on margin, but the Fund may make margin
deposits in connection with transactions in options, forward contracts,
futures contracts, including those related to indices, and options on
futures contracts or indices.
9. Purchase securities of any company having less than three years'
continuous operations (including operations of any predecessor) if such
purchase would cause the value of the Fund's investments in all such
companies to exceed 5% of the value of its total assets.
10. Invest in the securities of a company for the purpose of
exercising management or control, but the Fund 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
purchase of securities on a when-issued or forward commitment basis and the
deposit of assets in escrow in connection with writing covered put and call
options and collateral and initial or variation margin arrangements with
respect to options, forward contracts, futures contracts, including those
relating to indices, and options on futures contracts or indices.
12. Purchase, sell or write puts, calls or combinations thereof,
except as described in the relevant Fund's Prospectus and Statement of
Additional Information.
13. Enter into repurchase agreements providing for settlement in more
than seven days after notice or purchase securities which are illiquid, if,
in the aggregate, more than 15% of the value of the Fund's net assets would
be so invested.
14. Purchase securities of other investment companies, except to the
extent permitted under the 1940 Act.
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.
MANAGEMENT OF THE COMPANY
The Company's Board is responsible for the management and supervision
of the Funds. The Board approves all significant agreements with those
companies that furnish services to the Funds. These companies are as
follows:
The Dreyfus Corporation Investment Adviser
Premier Mutual Fund Services, Inc. Distributor
Dreyfus Transfer, Inc. Transfer Agent
The Bank of New York Custodian
Board members and officers of the Company, together with information as
to their principal business occupations during at least the last five years,
are shown below.
Board Members of the Company
JOSEPH S. DiMARTINO, Chairman of the Board. Since January 1995, Chairman of
the Board of various funds in the Dreyfus Family of Funds. He also is
a director of The Noel Group, Inc., a venture capital company (for
which, from February 1995 until November 1997, he was Chairman of the
Board), The Muscular Dystrophy Association, HealthPlan Services
Corporation, a provider of marketing, administrative and risk
management services to health and other benefit programs, Carlyle
Industries, Inc. (formerly, Belding Heminway Company, Inc.), a button
packager and distributor, Career Blazers Inc. (formerly, Staffing
Resources, Inc.), a temporary placement agency, and Century Business
Services, Inc. (formerly, International Alliance Services, Inc.), a
provider of various outsourcing functions for small and medium sized
companies. For more than five years prior to January 1995, he was
President, a director and, until August 1994, Chief Operating Officer
of the Manager and Executive Vice President and a director of Dreyfus
Service Corporation, a wholly-owned subsidiary of the Manager and,
until August 24, 1994, the Company's distributor. From August 1994
until December 31, 1994, he was a director of Mellon Bank Corporation.
He is 55 years old and his address is 200 Park Avenue, New York, New
York 10166.
DAVID P. FELDMAN, Board Member. A director of several mutual funds in the
59 Wall Street Mutual Funds Group, and of the Jeffrey Company, a
private investment company. He was employed by AT&T from July 1961 to
his retirement in April 1997, most recently serving as Chairman and
Chief Executive Officer of AT&T Investment Management Corporation. He
is 59 years old and his address is 466 Lexington Avenue, New York, New
York 10017.
JOHN M. FRASER, JR., Board Member Retired President of Fraser
Associates, a service company for planning and arranging corporate
meetings and other events. From September 1975 to June 1978, he was
Executive Vice President of Flagship Cruises, Ltd. Prior thereto, he
was Senior Vice President and Resident Director of the Swedish-American
Line for the United States and Canada. He is 78 years old and his
address is 133 East 64th Street, New York, New York 10021.
ROBERT R. GLAUBER, Board Member. Research Fellow, Center for Business and
Government at the John F. Kennedy School of Government, Harvard
University, since January 1992. He was Under Secretary of the Treasury
for Finance at the U.S. Treasury Department, from May 1989 to January
1992. For more than five years prior thereto, he was a Professor of
Finance at the Graduate School of Business Administration of Harvard
University and, from 1985 to 1989, Chairman of its Advanced Management
Program. He is chairman of The Measurisk Group, a risk measurement
advisory and software development firm, co-chairman of the Investment
Committee, Massachusetts State Retirement Fund, and is also a director
of The Dun & Bradstreet Corp., Exel Limited, a Bermuda based insurance
company, Cooke and Bieler, Inc., investment counselors, National
Association of Securities Dealers, Inc., NASD Regulation, Inc. and the
Federal Reserve Bank of Boston. He is a member of the Council on
Foreign Relations, Boston Committee on Foreign Relations and treasurer
of The Boston Economic Club. He is 60 years old and his address is 79
John F. Kennedy Street, Cambridge, Massachusetts 02138.
JAMES F. HENRY, Board Member. President of the CPR Institute for Dispute
Resolution, a non-profit organization principally engaged in the
development of alternatives to business litigation. He was a partner
of the law firm of Lovejoy, Wasson & Ashton from January 1977 to
September 1979. He was President and a director of the Edna McConnell
Clark Foundation, a philanthropic organization, from September 1971 to
December 1976. He is 68 years old and his address is c/o CPR Institute
for Dispute Resolution, 366 Madison Avenue, New York, New York 10017.
ROSALIND GERSTEN JACOBS, Board Member. Merchandise and marketing
consultant. From 1997 to 1998, she was a Director of Merchandise and
Marketing for Corporate Property Investors, a real estate investment
company. From 1974 to 1976, she was owner and manager of a merchandise
and marketing consulting firm. Prior to 1974, she was a Vice President
of Macy's, New York. She is 74 years old and her address is c/o
Corporate Property Investors, 305 East 47th Street, New York, New York
10017.
IRVING KRISTOL, Board Member. John M. Olin Distinguished Fellow of the
American Enterprise Institute for Public Policy Research, co-editor of
The Public Interest magazine, and an author or co-editor of several
books. From May 1981 to December 1994, he was a consultant to the
Manager on economic matters; from 1969 to 1988, he was Professor of
Social Thought at the Graduate School of Business Administration, New
York University; from September 1969 to August 1979, he was Henry R.
Luce Professor of Urban Values at New York University; from 1975 to
1990, he was a director of Lincoln National Corporation, an insurance
company; and from 1977 to 1990, he was a director of Warner-Lambert
Company, a pharmaceutical and consumer products company. He is 79
years old and his address is c/o The Public Interest, 1112 16th Street,
N.W., Suite 530, Washington, D.C. 20036.
DR. PAUL A. MARKS, Board Member. President and Chief Executive Officer of
Memorial Sloan-Kettering Cancer Center. He is also a director emeritus
of Pfizer, Inc., a pharmaceutical company, where he served as a
director from 1978 to 1996; and a director of Tularik, Inc., a
biotechnology company, and Genos, Inc., a genomics company. He was
Vice President for Health Sciences and Director of the Cancer Center at
Columbia University from 1973 to September 1980, and Professor of
Medicine and of Human Genetics and Development at Columbia University
from 1968 to 1982. He was a director of Life Technologies, Inc., a
life science company producing products for cell and molecular biology
and microbiology from 1986 to 1996. He is 72 years old and his address
is c/o Memorial Sloan-Kettering Cancer Center, 1275 York Avenue, New
York, New York 10021.
DR. MARTIN PERETZ, Board Member. Editor-in-Chief of The New Republic
magazine and a lecturer in Social Studies at Harvard University, where
he has been a member of the faculty since 1965. He is a trustee of The
Center for Blood Research at the Harvard Medical School and the Academy
for Liberal Education, an accrediting agency for colleges and
universities certified by the U.S. Department of Education, and a
director of LeukoSite Inc., a biopharmaceutical company. Dr. Peretz is
also Co-chairman of The Street.com, a financial daily on the Web, and a
director of The Electronic Newsstand, a distributor of magazines on the
Web. From 1988 to 1989, he was a director of Bank Leumi Trust Company
of New York, and from 1988 to 1991, he was a director of Carmel
Container Corporation. He is 60 years old and his address is c/o The
New Republic, 1220 19th Street, N.W., Washington, D.C. 20036.
BERT W. WASSERMAN, Board Member. Financial Consultant. From January 1990
to March 1995, he was Executive Vice President and Chief Financial
Officer, and, from January 1990 to March 1993, a director of Time
Warner Inc.; from 1981 to 1990, he was a member of the office of the
President and a director of Warner Communications, Inc. He is also a
director of Malibu Entertainment International, Inc., the Lillian
Vernon Corporation, and Winstar Communications, Inc. He is 66 years
old and his address is 126 East 56th Street, Suite 12 North, New York,
New York 10022-3613.
For so long as the Company's plans described in the section captioned
"Distribution Plan and Shareholder Services Plan" remain in effect, the
Board members who are not "interested persons" of the Company, as defined in
the 1940 Act, will be selected and nominated by the Board members who are
not "interested persons" of the Company.
The Company typically pays its Board members an annual retainer and a
per meeting fee and reimburses them for their expenses. The Chairman of the
Board receives an additional 25% of such compensation. Emeritus Board
members are entitled to receive an annual retainer and a per meeting fee of
one-half the amount paid to them as Board members. The aggregate amount of
compensation paid to each Board member by the Company for the fiscal year
ended May 31, 1999, and by all other funds in the Dreyfus Family of Funds
for which such person is a Board member (the number of which is set forth in
parenthesis next to each Board member's total compensation)* for the year
ended December 31, 1998, were as follows:
Total Compensation
Name of Aggregate From Company and Fund
Board Member Compensation From Complex Paid to Board
Company** Member
_____________ _________________ ______________________
Joseph S. DiMartino $ _____ $_______ ____
David P. Feldman $ _____ $_______ ____
John M. Fraser, Jr. $ _____ $_______ ____
Robert R. Glauber $ _____ $________ ___
James F. Henry $ _____ $_______ ____
Rosalind Gersten Jacobs $ _____ $________ ____
Irving Kristol $ _____ $________ ____
Dr. Paul A. Marks $ _____ $________ ____
Dr. Martin Peretz $ _____ $________ ____
Bert W. Wasserman $ _____ $________ ____
________________
* Represents the number of separate portfolios comprising the investment
companies in the Fund Complex, including the Fund, for which the Board
member serves.
** Amount does not include reimbursed expenses for attending Board
meetings, which amounted to $_____ for all Board members as a group.
Officers of the Company
MARIE E. CONNOLLY, President and Treasurer. President, Chief Executive
Officer, Chief Compliance Officer and a director of the Distributor and
Funds Distributor, Inc., the ultimate parent of which is Boston
Institutional Group, Inc., and an officer of other investment companies
advised or administered by the Manager. She is 42 years old.
MARGARET W. CHAMBERS, Vice President and Secretary. Senior Vice President
and General Counsel of Funds Distributor Inc., and an officer of other
investment companies advised or administered by the Manager. From
August 1996 to March 1998, she was Vice President and Assistant General
Counsel for Loomis, Sayles & Company, L.P. From January 1986 to July
1996, she was an associate with the law firm of Ropes & Gray. She is
39 years old.
*FREDERICK C. DEY, Vice President, Assistant Treasurer and Assistant
Secretary. Vice President, New Business Development of Funds
Distributor, Inc. since September 1994, and an officer of other
investment companies advised or administered by the Manager. He is 37
years old.
STEPHANIE D. PIERCE, Vice President, Assistant Secretary and Assistant
Treasurer. Vice President of the Distributor and Funds Distributor,
Inc., and an officer of other investment companies advised or
administered by the Manager. From April 1997 to March 1998, she was
employed as a Relationship Manager with Citibank, N.A. From August
1995 to April 1997, she was an Assistant Vice President with Hudson
Valley Bank, and from September 1990 to August 1995, she was Second
Vice President with Chase Manhattan Bank. She is 30 years old.
*JOHN P. COVINO, Vice President and Assistant Treasurer. Vice President and
Treasury Group Manager of Treasury Servicing and Administration of
Funds Distributor, Inc. since December 1998. From December 1995 to
November 1998, he was employed by Fidelity Investments where he held
multiple positions in their Institutional Brokerage Group. Prior to
joining Fidelity, he was employed by SunGard Brokerage Systems where he
was responsible for the technology and development of the accounting
product group. He is 35 years old.
MARY A. NELSON, Vice President and Assistant Treasurer. Vice President of
the Distributor and Funds Distributor, Inc., and an officer of other
investment companies advised or administered by the Manager. She is 34
years old.
*GEORGE A. RIO, Vice President and Assistant Treasurer. Executive Vice
President and Client Service Director of Funds Distributor, Inc., and
an officer of other investment companies advised or administered by the
Manager. From June 1995 to March 1998, he was Senior Vice President
and Senior Key Account Manager for Putnam Mutual Funds. From May 1994
to June 1995, he was Director of Business Development for First Data
Corporation. He is 43 years old.
JOSEPH F. TOWER, III, Vice President and Assistant Treasurer. Senior Vice
President, Treasurer, Chief Financial Officer and a director of the
Distributor and Funds Distributor, Inc., and an officer of other
investment companies advised or administered by the Manager. From July
1988 to August 1994, he was employed by The Boston Company, Inc. where
he held various management positions in the Corporate Finance and
Treasury areas. He is 36 years old.
DOUGLAS C. CONROY, Vice President and Assistant Secretary. Assistant Vice
President of Funds Distributor, Inc., and an officer of other
investment companies advised or administered by the Manager. From
April 1993 to January 1995, he was a Senior Fund Accountant for
Investors Bank & Trust Company. He is 29 years old.
*KAREN JACOPPO-WOOD, Vice President and Assistant Secretary. Vice President
and Senior Counsel of Funds Distributor, Inc. since February 1997, and
an officer of other investment companies advised or administered by the
Manager. From June 1994 to January 1996, she was Manager of SEC
Registration at Scudder, Stevens & Clark, Inc. She is 32 years old.
CHRISTOPHER J. KELLEY, Vice President and Assistant Secretary. Vice
President and Senior Associate General Counsel of Funds Distributor,
Inc., and an officer of other investment companies advised or
administered by the Manager. From April 1994 to July 1996, he was
Assistant Counsel at Forum Financial Group. From October 1992 to March
1994, he was employed by Putnam Investments in legal and compliance
capacities. He is 33 years old.
KATHLEEN K. MORRISEY, Vice President and Assistant Secretary. Manager of
Treasury Services Administration of Funds Distributor, Inc., and an
officer of other investment companies advised or administered by the
Manager. From July 1994 to November 1995, she was a Fund Accountant
for Investors Bank & Trust Company. She is 26 years old.
ELBA VASQUEZ, Vice President and Assistant Secretary. Assistant Vice
President of Funds Distributor, Inc., and an officer of other
investment companies advised or administered by the Manager. From
March 1990 to May 1996, she was employed by U.S. Trust Company of New
York where she held various sales and marketing positions. She is 37
years old.
The address of each officer of the Fund is 200 Park Avenue, New York,
New York 10166, except those officers indicated by an (*), whose address is
60 State Street, Boston, Massachusetts 02109.
The Company's Board members and officers, as a group, owned less than
1% of each Fund's voting securities outstanding on July 26, 1999.
The following are known by the Company to own of record 5% or more of
the outstanding voting securities of the indicated Fund as of July 26, 1999:
Dreyfus International Growth Fund -
Boston Safe Deposit & Trust Co. TTEE, as Agent - Omnibus
Account, 1 Cabot Road, Medford Massachusetts - 7.35% shares of record
MANAGEMENT ARRANGEMENTS
Investment Adviser. The Manager is a wholly-owned subsidiary of Mellon
Bank, N.A., which is a wholly-owned subsidiary of Mellon Bank Corporation
("Mellon"). 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.
The Manager provides management services pursuant to the Management
Agreement (the "Agreement") dated August 24, 1994, as amended March 11,
1996, with the Company. As to each Fund, the Agreement is subject to annual
approval by (i) the Company's Board or (ii) vote of a majority (as defined
in the 1940 Act) of the outstanding voting securities of such Fund, provided
that in either event the continuance also is approved by a majority of the
Board members who are not "interested persons" (as defined in the 1940 Act)
of the Company or the Manager, by vote cast in person at a meeting called
for the purpose of voting on such approval. The Agreement was approved by
shareholders on August 2, 1994 in respect of Dreyfus International Growth
Fund, and was last approved by the Company's Board, including a majority of
the Board members who are not "interested persons" of any party to the
Agreement, at a meeting held on ______, 1999. As to each Fund, the
Agreement is terminable without penalty, on 60 days' notice, by the
Company's Board or by vote of the holders of a majority of such Fund's
shares, or, on not less than 90 days' notice, by the Manager. The Agreement
will terminate automatically, as to the relevant Fund, in the event of its
assignment (as defined in the 1940 Act).
The following persons are officers and/or directors of the Manager:
Christopher M. Condron, Chairman of the Board and Chief Executive Officer;
Stephen E. Canter, President, Chief Operating Officer, Chief Investment
Officer and a director; Lawrence S. Kash, Vice Chairman and a director; J.
David Officer, Vice Chairman and a director; Thomas F. Eggers, Vice Chairman-
- -Institutional and a director; Ronald P. O'Hanley III, Vice Chairman;
William T. Sandalls, Jr., Executive Vice President; Mark N. Jacobs, Vice
President, General Counsel and Secretary; Diane P. Durnin, Vice President--
Product Development; Patrice M. Kozlowski, Vice President--Corporate
Communications; Mary Beth Leibig, Vice President--Human Resources; Andrew S.
Wasser, Vice President--Information Systems; Theodore A. Schachar, Vice
President; Wendy Strutt, Vice President; Richard Terres, Vice President;
William H. Maresca, Controller; James Bitetto, Assistant Secretary; Steven
F. Newman, Assistant Secretary; and Mandell L. Berman, Burton C. Borgelt,
Steven G. Elliot, Martin C. McGuinn, Richard W. Sabo and Richard F. Syron,
directors.
The Manager manages each Fund's investments in accordance with the
stated policies of such Fund, subject to the approval of the Company's
Board. The Manager is responsible for investment decisions, and provides
the Funds with portfolio managers who are authorized by the Board to execute
purchases and sales of securities. Dreyfus International Growth Fund's
portfolio manager is Ronald Chapman and Dreyfus Emerging Markets Fund's
portfolio managers are Sandor Cseh and D. Kirk Henry. The Manager also
maintains a research department with a professional staff of portfolio
managers and securities analysts who provide research services for the Funds
and for other funds advised by the Manager.
The Manager has a personal securities trading policy (the "Policy")
which restricts the personal securities transactions of its employees. Its
primary purpose is to ensure that personal trading by the Manager's
employees does not disadvantage any fund managed by the Manager. Under the
Policy, the Manager's employees must preclear personal transactions in
securities not exempt under the Policy. In addition, the Manager's
employees must report their personal securities transactions and holdings,
which are reviewed for compliance with the Policy. In that regard, the
Manager's portfolio managers and other investment personnel also are subject
to the oversight of Mellon's Investment Ethics Committee. Portfolio
managers and other investment personnel of the Manager who comply with the
Policy's preclearance and disclosure procedures and the requirements of the
Committee may be permitted to purchase, sell or hold securities which also
may be or are held in fund(s) they manage or for which they otherwise
provide investment advice.
All expenses incurred in the operation of the Company are borne by the
Company, except to the extent specifically assumed by the Manager. The
expenses borne by the Company include: taxes, interest, loan commitment
fees, interest and distributions paid on securities sold short, brokerage
fees and commissions, if any, fees of Board members who are not officers,
directors, employees or holders of 5% or more of the outstanding voting
securities of the Manager or any of its affiliates, Securities and Exchange
Commission fees, state Blue Sky qualification fees, advisory fees, charges
of custodians, transfer and dividend disbursing agents' fees, certain
insurance premiums, industry association fees, outside auditing and legal
expenses, costs of maintaining the Company's existence, costs of independent
pricing services, costs attributable to investor services (including,
without limitation, telephone and personnel expenses), costs of preparing
and printing prospectuses and statements of additional information for
regulatory purposes and for distribution to existing shareholders, costs of
shareholders' reports and meetings, and any extraordinary expenses. See
"Distribution Plan and Shareholder Services Plan." Expenses attributable to
a particular Fund are charged against the assets of that Fund; other
expenses of the Company are allocated between the Funds on the basis
determined by the Board, including, but not limited to, proportionately in
relation to the net assets of each Fund.
The Manager maintains office facilities on behalf of the Funds, and
furnishes statistical and research data, clerical help, accounting, data
processing, bookkeeping and internal auditing and certain other required
services to the Funds. The Manager may pay the Distributor for shareholder
services from the Manager's own assets, including past profits but not
including the management fee paid by the Funds. The Distributor may use
part or all of such payments to pay Service Agents (as defined below) in
respect of these services. The Manager also may make such advertising and
promotional expenditures, using its own resources, as it from time to time
deems appropriate.
As compensation for the Manager's services to the Company, the Company
has agreed to pay the Manager a monthly management fee at the annual rate of
.75% of the value of Dreyfus International Growth Fund's average daily net
assets, and 1.25% of the value of Dreyfus Emerging Markets Fund's average
daily net assets. All fees and expenses are accrued daily and deducted
before declaration of dividends to shareholders. For the fiscal years ended
May 31, 1997, 1998 and 1999, the management fees paid by the Company for
Dreyfus International Growth Fund amounted to $713,190, $634,175 and
$__________, respectively. For the period June 28, 1996 (commencement of
operations) through May 31, 1997, and for the fiscal years ended June 30,
1998 and 1999, the management fees payable by the Company for Dreyfus
Emerging Markets Fund amounted to $238,485, $847,691 and $_________,
respectively, which amounts were reduced by $74,235, $595 and $_________,
respectively, pursuant to an undertaking by the Manager, resulting in a net
management fee of $164,250 for fiscal 1997, $847,096 for fiscal 1998 and
$__________ for fiscal 1999.
As to each Fund, the Manager has agreed that if in any fiscal year the
aggregate expenses of the Fund, exclusive of taxes, brokerage, interest on
borrowings and (with the prior written consent of the necessary state
securities commissions) extraordinary expenses, but including the management
fee, exceed the expense limitation of any state having jurisdiction over the
Fund, the Fund may deduct from the payment to be made to the Manager under
the Agreement, or the Manager will bear, such excess expense. Such
deduction or payment, if any, will be estimated daily, and reconciled and
effected or paid, as the case may be, on a monthly basis.
The aggregate of the fees payable to the Manager is not subject to
reduction as the value of a Fund's net assets increases.
Distributor. The Distributor, located at 60 State Street, Boston,
Massachusetts 02109, serves as the Funds' distributor on a best efforts
basis pursuant to an agreement which is renewable annually.
The Distributor may pay dealers a fee based on the amount invested
through such dealers in Fund shares by employees participating in qualified
or non-qualified employee benefit plans or other programs where (i) the
employers or affiliated employers maintaining such plans or programs have a
minimum of 250 employees eligible for participation in such plans or
programs, or (ii) such plan's or program's aggregate investment in the
Dreyfus Family or Funds or certain other products made available by the
Distributor to such plan or programs exceeds $1,000,000 ("Eligible Benefit
Plans"). Generally, the fee paid to dealers will not exceed 1% of the
amount invested through such dealers. The Distributor, however, may pay
dealers a higher fee and reserves the right to cease paying these fees at
any time. The Distributor will pay such fees from its own funds, other than
amounts received from the Fund, including past profits or any other source
available to it.
Transfer and Dividend Disbursing Agent and Custodian. Dreyfus
Transfer, Inc. (the "Transfer Agent"), a wholly-owned subsidiary of the
Manager, P.O. Box 9671, Providence, Rhode Island 02940-9671, is the Funds'
transfer and dividend disbursing agent. Under a transfer agency agreement
with the Company, the Transfer Agent arranges for the maintenance of
shareholder account records for each Fund, the handling of certain
communications between shareholders and the Fund and the payment of
dividends and distributions payable by the Fund. For these services, the
Transfer Agent receives a monthly fee computed on the basis of the number of
shareholder accounts it maintains for the Fund during the month, and is
reimbursed for certain out-of-pocket expenses.
The Bank of New York (the "Custodian"), 90 Washington Street, New York,
New York 10286, is the Funds' custodian. The Custodian has no part in
determining the investment policies of the Funds or which securities are to
be purchased or sold by the Funds. Under a custody agreement with the
Company, the Custodian holds each Fund's securities and keeps all necessary
accounts and records. For its custody services, the Custodian receives a
monthly fee based on the market value of the Fund's assets held in custody
and receives certain securities transactions charges.
HOW TO BUY SHARES
General. You can purchase Fund shares through the Distributor or
certain financial institutions, securities dealers and other industry
professionals, such as investment advisers, accountants and estate planning
firms (collectively, "Service Agents"), that have entered into agreements
with the Distributor. You may be charged a fee if you effect transactions
through a Service Agent. Stock certificates are issued only upon your
written request. No certificates are issued for fractional shares. The
Company reserves the right to reject any purchase order.
The minimum initial investment is $2,500, or $1,000 if you are a client
of a Service Agent which maintains an omnibus account in the Fund and has
made an aggregate minimum initial purchase for its customers of $2,500.
Subsequent investments must be at least $100. However, the minimum initial
investment is $750 for Dreyfus-sponsored Keogh Plans, IRAs (including
regular IRAs, spousal IRAs for a non-working spouse, Roth IRAs, IRAs set up
under a Simplified Employee Pension Plan ("SEP-IRAs") and rollover IRAs) and
403(b)(7) Plans with only one participant and $500 for Dreyfus-sponsored
Education IRAs, with no minimum for subsequent purchases. Subsequent
investments in a spousal IRA must be at least $250. The initial investment
must be accompanied by the Account Application. For full-time or part-time
employees of the Manager or any of its affiliates or subsidiaries, directors
of the Manager, Board members of a fund advised by the Manager, including
members of the Company's Board, or the spouse or minor child of any of the
foregoing, the minimum initial investment is $1,000. For full-time or part-
time employees of the Manager or any of its affiliates or subsidiaries who
elect to have a portion of their pay directly deposited into their Fund
accounts, the minimum initial investment is $50. The Company reserves the
right to offer Fund shares without regard to minimum purchase requirements
to employees participating in certain qualified or non-qualified employee
benefit plans or other programs where contributions or account information
can be transmitted in a manner and form acceptable to the Company. The
Company reserves the right to vary further the initial and subsequent
investment minimum requirements at any time.
Fund shares also are offered without regard to the minimum initial
investment requirements through Dreyfus-Automatic Asset Builderr, Dreyfus
Government Direct Deposit Privilege or Dreyfus Payroll Savings Plan pursuant
to the Dreyfus Step Program described under "Shareholder Services." These
services enable you to make regularly scheduled investments and may provide
you with a convenient way to invest for long-term financial goals. You
should be aware, however, that periodic investment plans do not guarantee a
profit and will not protect you against loss in a declining market.
Shares 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 or other entity authorized to receive orders on behalf of the Fund.
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 per share, options and futures contracts will
be valued 15 minutes after the close of trading on the floor of the New York
Stock Exchange. Net asset value per share is computed by dividing the value
of the Fund's net assets (i.e., the value of its assets less liabilities) by
the total number of Fund shares outstanding. Each Fund's investments are
valued based on market value, or where market quotations are not readily
available, based on fair value as determined in good faith by the Company's
Board. For further information regarding the methods employed in valuing
Fund investments, see "Determination of Net Asset Value."
For certain institutions that have entered into agreements with the
Distributor, payment for the purchase of Fund shares may be transmitted, and
must be received by the Transfer Agent, within three business days after the
order is placed. If such payment is not received within three business days
after the order is placed, the order may be canceled and the institution
could be held liable for resulting fees and/or losses.
Dreyfus TeleTransfer Privilege. You may purchase shares by telephone
if you have checked the appropriate box and supplied the necessary
information on the Account Application or have filed a Shareholder Services
Form with the Transfer Agent. The proceeds will be transferred between the
bank account designated in one of these documents and your Fund account.
Only a bank account maintained in a domestic financial institution which is
an Automated Clearing House ("ACH") member may be so designated.
Dreyfus TeleTransfer purchase orders may be made at any time. Purchase
orders received by 4:00 p.m., New York time, on any day the Transfer Agent
and the New York Stock Exchange are open for business will be credited to
the shareholder's Fund account on the next bank business day following such
purchase order. Purchase orders made after 4:00 p.m., New York time, on any
day the Transfer Agent and the New York Stock Exchange are open for
business, or orders made on Saturday, Sunday or any Fund holiday (e.g., when
the New York Stock Exchange is not open for business), will be credited to
the shareholder's Fund account on the second bank business day following
such purchase order. To qualify to use the Dreyfus TeleTransfer Privilege,
the initial payment for purchase of shares must be drawn on, and redemption
proceeds paid to, the same bank and account as are designated on the Account
Application or Shareholder Services Form on file. If the proceeds of a
particular redemption are to be wired to an account at any other bank, the
request must be in writing and signature-guaranteed. See How to Redeem
Shares--Dreyfus TeleTransfer Privilege."
Reopening an Account. You may reopen an account with a minimum
investment of $100 without filing a new Account Application during the
calendar year the account is closed or during the following calendar year,
provided the information on the old Account Application is still applicable.
DISTRIBUTION PLAN AND SHAREHOLDER SERVICES PLAN
Distribution Plan. (Dreyfus International Growth Fund only) Rule 12b-
1 (the "Rule") adopted by the Securities and Exchange Commission under the
1940 Act provides, among other things, that an investment company may bear
expenses of distributing its shares only pursuant to a plan adopted in
accordance with the Rule. The Company's Board has adopted such a plan with
respect to Dreyfus International Growth Fund (the "Distribution Plan")
pursuant to which the Company reimburses the Distributor for payments to
certain Service Agents for distributing Dreyfus International Growth Fund's
shares and pays the Manager, Dreyfus Service Corporation and any affiliate
of either of them for advertising and marketing relating to Dreyfus
International Growth Fund at an aggregate annual rate of .50% of the value
of the Fund's average daily net assets. Under the Distribution Plan, the
Distributor may make payments to Service Agents for distribution services.
The Company's Board believes that there is a reasonable likelihood that the
Distribution Plan will benefit Dreyfus International Growth Fund and its
shareholders.
The Fund bears the cost of preparing and printing prospectuses and
statements of additional information used for regulatory purposes and for
distribution to existing Fund shareholders. Under the Distribution Plan,
the Fund bears (a) the costs of preparing, printing and distributing
prospectuses and statements of additional information used for other
purposes and (b) the costs associated with implementing and operating the
Distribution Plan, the aggregate of such amounts not to exceed in any fiscal
year of the Fund the greater of $100,000 or .005 of 1% of the value of the
Fund's average daily net assets for such fiscal year.
A quarterly report of the amounts expended under the Distribution Plan,
and the purposes for which such expenditures were incurred, must be made to
the Board for its review. In addition, the Distribution Plan provides that
it may not be amended to increase materially the cost which shareholders may
bear pursuant to the Distribution Plan without shareholder approval and that
other material amendments of the Distribution Plan must be approved by the
Company's Board and by the Board members who are not "interested persons"
(as defined in the 1940 Act) of the Company and have no direct or indirect
financial interest in the operation of the Distribution Plan or in any
agreements entered into in connection with the Distribution Plan, by vote
cast in person at a meeting called for the purpose of considering such
amendments. The Distribution Plan is subject to annual approval by such
vote of the Board members cast in person at a meeting called for the purpose
of voting on the Distribution Plan. The Distribution Plan was last so
approved on ______, 1999. The Distribution Plan may be terminated at any
time by vote of a majority of the Board members who are not "interested
persons" and have no direct or indirect financial interest in the operation
of the Distribution Plan or in any agreements entered into in connection
with the Distribution Plan or by vote of the holders of a majority of
Dreyfus International Growth Fund's shares.
For the fiscal year ended May 31, 1999, the amount payable by Dreyfus
International Growth Fund under the Distribution Plan was $_______, of which
$_______ was payable to the Manager for advertising and marketing Dreyfus
International Growth Fund's shares, $______ was reimbursed to the
Distributor for payments made to Service Agents and $______ was payable by
the Fund for preparing, printing and distributing prospectuses and
statements of additional information and for costs associated with
implementing and operating the Plan.
Shareholder Services Plan. (All Funds) The Company has adopted a
Shareholder Services Plan, pursuant to which the Company pays the
Distributor for the provision of certain services to each Fund's
shareholders a fee at the annual rate of .25% of the value of the Fund's
average daily net assets. The services provided may include personal
services relating to shareholder accounts, such as answering shareholder
inquiries regarding the Funds and providing reports and other information,
and services related to the maintenance of such shareholder accounts. Under
the Shareholder Services Plan, the Distributor may make payments to Service
Agents in respect of these services.
A quarterly report of the amounts expended under the Shareholder
Services Plan, and the purposes for which such expenditures were incurred,
must be made to the Board for its review. In addition, the Shareholder
Services Plan provides that material amendments must be approved by the
Company's Board and by the Board members who are not "interested persons"
(as defined in the 1940 Act) of the Company and have no direct or indirect
financial interest in the operation of the Shareholder Services Plan or in
any agreements entered into in connection with the Shareholder Services
Plan, by vote cast in person at a meeting called for the purpose of
considering such amendments. As to each Fund, the Shareholder Services Plan
is subject to annual approval by such vote of the Board members cast in
person at a meeting called for the purpose of voting on the Shareholder
Services Plan. The Shareholder Services Plan was last so approved on
________, 1999. The Shareholder Services Plan is terminable with respect to
each Fund at any time by vote of a majority of the Board members who are not
"interested persons" and have no direct or indirect financial interest in
the operation of the Shareholder Services Plan or in any agreements entered
into in connection with the Shareholder Services Plan.
For the fiscal year ended May 31, 1999, Dreyfus International Growth
Fund was charged $_______ and Dreyfus Emerging Markets Fund was charged
$_______, pursuant to the Shareholder Services Plan.
HOW TO REDEEM SHARES
Redemption Fee. Each Fund will deduct a redemption fee equal to 1% of
the net asset value of Fund shares redeemed (including redemptions through
the use of the Fund Exchanges service) less than six months following the
issuance of such shares. 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 (1)
through the Fund's Automatic Withdrawal Plan or Dreyfus Auto-Exchange
Privilege, (2) through accounts reflected on the records of the Transfer
Agent as omnibus accounts approved by Dreyfus Service Corporation, (3)
through accounts established by Service Agents approved by Dreyfus Service
Corporation that utilize the National Securities Clearing Corporation's
networking system, or (4) acquired through the reinvestment of dividends or
capital gains distributions. The redemption fee may be waived, modified or
discontinued at any time or from time to time.
For the fiscal year ended May 31, 1999, a redemption fee of $______ was
retained by Dreyfus Emerging Markets Fund and $________ was retained by
Dreyfus International Growth Fund.
Wire Redemption Privilege. By using this Privilege, you authorize the
Transfer Agent to act on wire, telephone or letter redemption instructions
from any person representing himself or herself to be you 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 a redemption
request in proper form. Redemption proceeds ($1,000 minimum) will be
transferred by Federal Reserve wire only to the commercial bank account
specified by you on the Account Application or Shareholder Services Form, or
to a correspondent bank if your bank is not a member of the Federal Reserve
System. Fees ordinarily are imposed by such bank and borne by the investor.
Immediate notification by the correspondent bank to your bank is necessary
to avoid a delay in crediting the funds to your bank account.
If you have access to telegraphic equipment, you 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
If you do not have direct access to telegraphic equipment, you may have
the wire transmitted by contacting a TRT Cables operator at 1-800-654-7171,
toll free. You should advise the operator that the above transmittal code
must be used and should also inform the operator of the Transfer Agent's
answer back sign.
To change the commercial bank or account designated to receive
redemption proceeds, a written request must be sent to the Transfer Agent.
This request must be signed by each shareholder, with each signature
guaranteed as described below under "Stock Certificates; Signatures."
Dreyfus TeleTransfer Privilege. You may request by telephone that
redemption proceeds be transferred between your Fund account and your bank
account. Only a bank account maintained in a domestic financial institution
which is an ACH member may be designated. Holders of jointly registered
fund or bank accounts may redeem through the Dreyfus TeleTransfer Privilege
for transfer to their bank account not more than $250,000 within any 30-day
period. You should be aware that if you have selected the Dreyfus
TeleTransfer Privilege, any request for a wire redemption will be effected
as a TeleTransfer transaction through the ACH system unless more prompt
transmittal specifically is requested. Redemption proceeds will be on
deposit in your account at an ACH member bank ordinarily two business days
after receipt of the redemption request. See "How to Buy Shares--Dreyfus
TeleTransfer Privilege."
Stock Certificates; Signatures. Any certificates representing Fund
shares to be redeemed must be submitted with the redemption request.
Written redemption requests must be signed by each shareholder, including
each holder of a joint account, and each signature must be guaranteed.
Signatures on endorsed certificates submitted for redemption also must be
guaranteed. The Transfer Agent has adopted standards and procedures
pursuant to which signature-guarantees in proper form generally will be
accepted from domestic banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing agencies
and savings associations, as well as from participants in the New York Stock
Exchange Medallion Signature Program, the Securities Transfer Agents
Medallion Program ("STAMP"), and the Stock Exchanges Medallion Program.
Guarantees must be signed by an authorized signatory of the guarantor and
"Signature-Guaranteed" must appear with the signature. The Transfer Agent
may request additional documentation from corporations, executors,
administrators, trustees or guardians, and may accept other suitable
verification arrangements from foreign investors, such as consular
verification. For more information with respect to signature-guarantees,
please call one of the telephone numbers listed on the cover.
Redemption Commitment. Each Fund has committed itself to pay in cash
all redemption requests by any shareholder of record, limited in amount
during any 90-day period to the lesser of $250,000 or 1% of the value of the
Fund's net assets at the beginning of such period. Such commitment is
irrevocable without the prior approval of the Securities and Exchange
Commission and is a fundamental policy of the Fund which may not be changed
without shareholder approval. In the case of requests for redemption in
excess of such amount, the Board reserves the right to make payments in
whole or part in securities or other assets of the Fund in case of an
emergency or any time a cash distribution would impair the liquidity of the
Fund to the detriment of the existing shareholders. In such event, the
securities would be valued in the same manner as the Fund's portfolio is
valued. If the recipient sells 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
Fund Exchanges. A 1% redemption fee will be charged upon an exchange
of Fund shares where the exchange occurs less than six months following the
issuance of such shares. You may purchase, in exchange for shares of a
Fund, shares of certain other funds managed or administered by the Manager,
to the extent such shares are offered for sale in your state of residence.
Shares of other 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 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"), but 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, you must notify the
Transfer Agent of your prior ownership of fund shares and your account
number.
To request an exchange, you or your Service Agent acting on your behalf
must give exchange instructions to the Transfer Agent in writing or by
telephone. The ability to issue exchange instructions by telephone is given
to all Fund shareholders automatically, unless you check the applicable "No"
box on the Account Application, indicating that you specifically refuse this
Privilege. By using the Telephone Exchange Privilege, you authorize the
Transfer Agent to act on telephonic instructions (including over The Dreyfus
Touch automated telephone system) from any person representing himself or
herself to be you or a representative of your Service Agent, and reasonably
believed by the Transfer Agent to be genuine. Telephone exchanges may be
subject to limitations as to the amount involved or number of telephone
exchanges permitted. Shares issued in certificate form are not eligible for
telephone exchange. No fees currently are charged shareholders directly in
connection with exchanges, although the Fund reserves the right, upon not
less than 60 days' written notice, to charge shareholders a nominal
administrative fee in accordance with rules promulgated by the Securities
and Exchange Commission.
To establish a personal retirement plan by exchange, shares of the fund
being exchanged must have a value of at least the minimum initial investment
required for the fund into which the exchange is being made.
Dreyfus Auto-Exchange Privilege. Dreyfus Auto-Exchange Privilege
permits you to purchase, in exchange for shares of a Fund, shares of certain
other funds in the Dreyfus Family of Funds of which you are a shareholder.
This Privilege is available only for existing accounts. Shares will be
exchanged on the basis of relative net asset value as described above under
"Fund Exchanges." Enrollment in or modification or cancellation of this
Privilege is effective three business days following notification by you.
You will be notified if your account falls below the amount designated to be
exchanged under this Privilege. In this case, your account will fall to
zero unless additional investments are made in excess of the designated
amount prior to the next Auto-Exchange transaction. Shares held under IRA
and other retirement plans are eligible for this Privilege. Exchanges of
IRA shares may be made between IRA accounts and from regular accounts to IRA
accounts, but not from IRA accounts to regular accounts. With respect to
all other retirement accounts, exchanges may be made only among those
accounts.
Shareholder Services Forms and prospectuses of the other funds may be
obtained by calling 1-800-645-6561. The Fund reserves the right to reject
any exchange request in whole or in part. Shares may be exchanged only
between accounts having identical names and other identifying designations.
The Fund Exchanges service or the Dreyfus Auto-Exchange Privilege may be
modified or terminated at any time upon notice to shareholders.
Dreyfus-Automatic Asset Builderr. Dreyfus-Automatic Asset Builder
permits you to purchase Fund shares (minimum of $100 and maximum of $150,000
per transaction) at regular intervals selected by you. Fund shares are
purchased by transferring funds from the bank account designated by you.
Dreyfus Government Direct Deposit Privilege. Dreyfus Government Direct
Deposit Privilege enables you to purchase Fund shares (minimum of $100 and
maximum of $50,000 per transaction) by having Federal salary, Social
Security, or certain veterans', military or other payments from the U.S.
Government automatically deposited into your Fund account. You may deposit
as much of such payments as you elect.
Dreyfus Payroll Savings Plan. Dreyfus Payroll Savings Plan permits you
to purchase Fund shares (minimum of $100 per transaction) automatically on a
regular basis. Depending upon your employer's direct deposit program, you
may have part or all of your paycheck transferred to your existing Dreyfus
account electronically through the ACH system at each pay period. To
establish a Dreyfus Payroll Savings Plan account, you must file an
authorization form with your employer's payroll department. It is the sole
responsibility of your employer to arrange for transactions under the
Dreyfus Payroll Savings Plan.
Dreyfus Step Program. Dreyfus Step Program enables you to purchase
Fund shares without regard to the Fund's minimum initial investment
requirements through Dreyfus-Automatic Asset Builderr, Dreyfus Government
Direct Deposit Privilege or Dreyfus Payroll Savings Plan. To establish a
Dreyfus Step Program account, you must supply the necessary information on
the Account Application and file the required authorization form(s) with the
Transfer Agent. For more information concerning this Program, or to request
the necessary authorization form(s), please call toll free 1-800-782-6620.
You may terminate your participation in this Program at any time by
discontinuing your participation in Dreyfus-Automatic Asset Builder, Dreyfus
Government Direct Deposit Privilege or Dreyfus Payroll Savings Plan, as the
case may be, as provided under the terms of such Privilege(s). The Fund may
modify or terminate this Program at any time. If you wish to purchase Fund
shares through the Dreyfus Step Program in conjunction with a Dreyfus-
sponsored retirement plan, you may do so only for IRAs, SEP-IRAs and
rollover IRAs.
Dreyfus Dividend Options. Dreyfus Dividend Sweep allows you to invest
automatically your dividends or dividends and capital gain distributions, if
any, from a Fund in shares of another fund in the Dreyfus Family of Funds of
which you are a shareholder. Shares of other funds purchased pursuant to
this privilege will be purchased on the basis of relative net asset value
per share as follows:
A. Dividends and distributions paid by a fund may be invested without
imposition of a sales load in shares of other funds offered
without a sales load.
B. Dividends and distributions paid by a fund which does not charge a
sales load may be invested in shares of other funds sold with a
sales load, and the applicable sales load will be deducted.
C. Dividends and distributions paid by a fund that charges a sales
load may be invested in shares of other funds sold with a sales
load (referred to herein as "Offered Shares"), but if the sales
load applicable to the Offered Shares exceeds the maximum sales
load charged by the fund from which dividends or distributions are
being swept (without giving effect to any reduced loads), the
difference will be deducted.
D. Dividends and distributions paid by a fund may be invested in
shares of other funds that impose a contingent deferred sales
charge ("CDSC") and the applicable CDSC, if any, will be imposed
upon redemption of such shares.
Dreyfus Dividend ACH permits you to transfer electronically dividends
or dividends and capital gain distributions, if any, from a Fund to a
designated bank account. Only an account maintained at a domestic financial
institution which is an ACH member may be so designated. Banks may charge a
fee for this service.
Automatic Withdrawal Plan. The Automatic Withdrawal Plan permits you
to request withdrawal of a specified dollar amount (minimum of $50) on
either a monthly or quarterly basis if you have a $5,000 minimum account.
Withdrawal payments are the proceeds from sales of Fund shares, not the
yield on the shares. If withdrawal payments exceed reinvested dividends and
distributions, your shares will be reduced and eventually may be depleted.
The Automatic Withdrawal Plan may be terminated at any time by you, the Fund
or the Transfer Agent. Shares for which stock certificates have been issued
may not be redeemed through the Automatic Withdrawal Plan.
Corporate Pension/Profit-Sharing and 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 regular IRAs, spousal IRAs for
a non-working spouse, Roth IRAs, SEP-IRAs, Education IRAs and rollover IRAs)
and 403(b)(7) Plans. Plan support services also are available.
If you who wish to purchase Fund shares in conjunction with a Keogh
Plan, a 403(b)(7) Plan or an IRA, including a SEP-IRA, you 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.
You 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
Valuation of Portfolio Securities. Each Fund's securities, including
covered call options written by a Fund, are valued at the last sale price on
the securities exchange or national securities market on which such
securities primarily are traded. Securities not listed on an exchange or
national securities market, or securities in which there were no
transactions, are valued at the average of the most recent bid and asked
prices; open short positions are valued at the asked price. Bid price is
used when no asked price is available. Any assets or liabilities initially
expressed in terms of foreign currency will be translated into U.S. dollars
at the midpoint of the New York interbank market spot exchange rate as
quoted on the day of such translation or, if no such rate is quoted on such
date, such other quoted market exchange rate as may be determined to be
appropriate by the Manager. Forward currency contracts will be valued at
the current cost of offsetting the contract. If a Fund has to obtain prices
as of the close of trading on various exchanges throughout the world, the
calculation of net asset value may not take place contemporaneously with the
determination of prices of certain of the Fund's securities. Short-term
investments are carried at amortized cost, which approximates value.
Expenses and fees, including the management fee and fees pursuant to the
Distribution Plan and Shareholder Services Plan, are accrued daily and taken
into account for the purpose of determining the net asset value of a Fund's
shares.
Restricted securities, as well as securities or other assets for which
recent market quotations are not readily available, or are not valued by a
pricing service approved by the Board, are valued at fair value as
determined in good faith by the Board. The Board will review the method of
valuation on a current basis. In making their good faith valuation of
restricted securities, the Board members generally will take the following
factors into consideration: restricted securities which are, or are
convertible into, securities of the same class of securities for which a
public market exists usually will be valued at market value less the same
percentage discount at which purchased. This discount will be revised
periodically by the Board if the Board members believe that it no longer
reflects the value of the restricted securities. Restricted securities not
of the same class as securities for which a public market exists usually
will be valued initially at cost. Any subsequent adjustment from cost will
be based upon considerations deemed relevant by the Board.
New York Stock Exchange Closings. The holidays (as observed) on which
the New York Stock Exchange is closed currently are: New Year's Day, Martin
Luther King Jr. Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving and Christmas.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Management of the Company believes that each Fund qualified for the
fiscal year ended May 31, 1999 as a "regulated investment company" under the
Internal Revenue Code of 1986, as amended (the "Code"). Each Fund intends
to continue to so qualify if such qualification is in the best interests of
its shareholders. As a regulated investment company, each Fund will pay no
Federal income tax on net investment income and net realized securities
gains to the extent such income and gains are distributed to shareholders in
accordance with applicable provisions of the Code. To qualify as a
regulated investment company, the Fund must distribute at least 90% of its
net income (consisting of net investment income and net short-term capital
gain) to its shareholders and meet certain asset diversification and other
requirements. If a Fund did not qualify as a regulated investment company,
it would be treated for tax purposes as an ordinary corporation subject to
Federal income tax. The term "regulated investment company" does not imply
the supervision of management or investment practices or policies by any
government agency.
If you elect to receive dividends and distributions in cash, and your
dividend and distribution check is returned to the Fund as undeliverable or
remains uncashed for six months, the Fund reserves the right to reinvest
such dividend or distribution and all future dividends and distributions
payable to you in additional Fund shares at net asset value. No interest
will accrue on amounts represented by uncashed distribution or redemption
checks.
Any dividend or distribution paid shortly after an investor's purchase
may have the effect of reducing the aggregate net asset value of the shares
below the cost of the investment. Such a dividend or distribution would be
a return of investment in an economic sense, although taxable as stated in
"Distributions and Taxes" in the Fund's Prospectus. In addition, if a
shareholder holds shares of a Fund for six months or less and has received a
capital gain distribution with respect to such shares, any loss incurred on
the sale of such shares will be treated as long-term capital loss to the
extent of the capital gain distribution received.
In general, all or a portion of the dividends paid by the Fund from net
investment income may qualify for the dividends received deduction allowable
to qualifying U.S. corporate shareholders ("dividends received deduction")
to the extent such Fund's income consists of dividends paid by U.S.
corporations. However, Section 246(c) of the Code generally provides that
if a qualifying corporate shareholder has disposed of Fund shares held for
less than 46 days, which 46 days generally must be during the 90-day period
commencing 45 days before the shares become ex-dividend and has received a
dividend from net investment income with respect to such shares, the portion
designated by the Fund as qualifying for the dividends received deduction
will not be eligible for such shareholder's dividends received deduction.
In addition, the Code provides other limitations with respect to the ability
of a qualifying corporate shareholder to claim the dividends received
deduction in connection with holding Fund shares.
A Fund may qualify for and may make an election permitted under Section
853 of the Code to permit shareholders to claim a credit or deduction on
their Federal income tax returns for, and will be required to treat as part
of the amounts distributed to them, their pro rata portion of qualified
taxes paid or incurred by the Fund to foreign countries. These taxes relate
primarily to investment income. A Fund may make an election under Section
853, provided that more than 50% of the value of the Fund's total assets at
the close of the taxable year consists of securities in foreign
corporations, and the Fund satisfies the applicable distribution provisions
of the Code. The foreign tax credit available to shareholders is subject to
certain limitations imposed by the Code.
Ordinarily, gains and losses realized from portfolio transactions will
be treated as capital gains and losses. However, a portion of the gain or
loss realized from the disposition of foreign currencies (including foreign
currency denominated bank deposits) and non-U.S. dollar denominated
securities (including debt instruments and certain forward contracts and
options) may be treated as ordinary income or loss under Section 988 of the
Code. In addition, all or a portion of any gains realized from the sale or
other disposition of certain market discount bonds will be treated as
ordinary income under Section 1276 of the Code. Finally, all or a portion
of the gain realized from engaging in "conversion transactions" may be
treated as ordinary income under Section 1258 of the Code. "Conversion
transactions" are defined to include certain forward, futures, option and
straddle transactions, transactions marketed or sold to produce capital
gains, or transactions described in Treasury regulations to be issued in the
future.
Under Section 1256 of the Code, any gain or loss realized by a Fund
from certain forward contracts and options transactions other than those
taxed under section 988 of the Code will be treated as 60% long-term capital
gain or loss and 40% short-term capital gain or loss. Gain or loss will
arise upon exercise or lapse of such contracts and options as well as from
closing transactions. In addition, any such contracts or options remaining
unexercised at the end of a Fund's taxable year will be treated as sold for
their then fair market value, resulting in additional gain or loss to such
Fund characterized as described above.
Offsetting positions held by a Fund involving certain foreign currency
forward contracts or options may constitute "straddles." "Straddles" are
defined to include "offsetting positions" in actively traded personal
property. The tax treatment of "straddles" is governed by Sections 1092 and
1258 of the Code, which, in certain circumstances, override or modify the
provisions of Sections 1256 and 988 of the Code. As such, all or a portion
of any short or long-term capital gain from certain "straddle" transactions
may be recharacterized to ordinary income.
If a Fund were treated as entering into "straddles" by reason of its
engaging in certain forward contracts or options transactions, such
"straddles" would be characterized as "mixed straddles" if the forward
contracts or options transactions comprising a part of such "straddles" were
governed by Section 1256 of the Code. A Fund may make one or more elections
with respect to "mixed straddles." Depending on which election is made, if
any, the results to a Fund may differ. If no election is made, to the
extent the "straddle" and conversion transaction rules apply to positions
established by a Fund, losses realized by a Fund will be deferred to the
extent of unrealized gain in the offsetting position. Moreover, as a result
of the "straddle" and conversion transaction rules, short-term capital loss
on "straddle" positions may be recharacterized as long-term capital loss,
and long-term capital gains may be treated as short-term capital gains or
ordinary income.
The Taxpayer Relief Act of 1997 included constructive sale provisions
that generally apply if the Fund either (1) holds an appreciated financial
position with respect to stock, certain debt obligations, or partnership
interests ("appreciated financial position") and then enters into short
sale, futures or forward contract, or offsetting notional principal contract
(collectively, a "Contract") with respect to the same or substantially
identical property or (2) holds an appreciated financial position that is a
Contract and then acquires property that is the same as, or substantially
identical to, the underlying property. In each instance, with certain
exceptions, the Fund generally will be taxed as if the appreciated financial
position were sold at its fair market value, the date the Fund enters into
the financial position or acquires the property, respectively. Transactions
that are identified hedging or straddle transactions under other provisions
of the Code can be subject to the constructive sale provisions.
If a Fund invests in an entity that is classified as a "passive foreign
investment company" ("PFIC") for Federal income tax purposes, the operation
of certain provisions of the Code applying to PFICs could result in the
imposition of certain Federal income taxes on the Fund. In addition, gain
realized from the sale or other disposition of PFIC securities may be
treated as ordinary income under Section 1291 or, with respect to PFIC
securities that are market-to-market, or Section 1296 of the Code.
Investment by a Fund in securities issued or acquired at a discount, or
providing for deferred interest or for payment of interest in the form of
additional obligations could under special tax rules affect the amount,
timing and character of distributions to shareholders by causing a Fund to
recognize income prior to the receipt of cash payments. For example, a Fund
could be required to accrue a portion of the discount (or deemed discount)
at which the securities were issued each year and to distribute such income
in order to maintain its qualification as a regulated investment company.
In such case, a Fund may have to dispose of securities which it might
otherwise have continued to hold in order to generate cash to satisfy these
distribution requirements.
PORTFOLIO TRANSACTIONS
The Manager assumes general supervision over placing orders on behalf
of the Company for the purchase or sale of portfolio securities. Allocation
of brokerage transactions, including their frequency, is made in the best
judgment of the Manager and in a manner deemed fair and reasonable to
shareholders. The primary consideration is prompt execution of orders at
the most favorable net price. Subject to this consideration, the brokers
selected will include those that supplement the Manager's research
facilities with statistical data, investment information, economic facts and
opinions. Information so received is in addition to and not in lieu of
services required to be performed by the Manager and the Manager's fees are
not reduced as a consequence of the receipt of such supplemental
information. Such information may be useful to the Manager in serving both
the Company and other funds it advises and, conversely, supplemental
information obtained by the placement of business of other clients may be
useful to the Manager in carrying out its obligations to the Company.
Brokers also may be selected based upon the sale of shares of a Fund or
other funds managed, advised or administered by the Manager or its
affiliates or 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 may, in certain cases,
result from two or more funds advised or administered by the Manager being
engaged simultaneously in the purchase or sale of the same security.
Certain of a Fund's transactions in securities of foreign issuers may not
benefit from the negotiated commission rates available to a Fund for
transactions in securities of domestic issuers. When transactions are
executed in the over-the-counter market, each Fund will deal with the
primary market makers unless a more favorable price or execution otherwise
is obtainable. Foreign exchange transactions are made with banks or
institutions in the interbank market at prices reflecting a mark-up or mark-
down and/or commission.
For the fiscal years ended May 31, 1997, 1998 and 1999, Dreyfus
International Growth Fund paid total brokerage commissions of $999,088,
$914,317 and $_________, respectively, none of which was paid to the
Distributor. For the period June 28, 1996 (commencement of operations)
through May 31, 1997 and for the fiscal years ended May 31, 1998 and 1999,
Dreyfus Emerging Markets Fund paid total brokerage commissions of $273,623,
$523,411 and $_________, respectively, none of which was paid to the
Distributor. For the fiscal year ended May 31, 1997, there were no gross
spreads and concessions on principal transactions for Dreyfus International
Growth Fund. For the fiscal years ended May 31, 1998 [and 1999], gross
spreads and concessions on principal transactions, where determinable,
totaled $126,091 and $_________, respectively, for Dreyfus International
Growth Fund, none of which was paid to the Distributor. For the period June
28, 1996 (commencement of operations) through May 31, 1997, gross spreads
and concessions on principal transactions, where determinable, totaled
$13,800 for Dreyfus Emerging Markets Fund, none of which was paid to the
Distributor. For the fiscal years ended May 31, 1998 [and 1999], there were
no gross spreads and concessions on principal transactions for Dreyfus
Emerging Markets Fund.
PERFORMANCE INFORMATION
Dreyfus International Growth Fund's average annual return for the 1 and
5 year periods ended May 31, 1999 and for the period June 29, 1993
(commencement of operations) through May 31, 1999 were __%, __% and __%,
respectively. Dreyfus Emerging Markets Fund's average annual total returns
for the 1 year period ended May 31, 1999 and for the period June 28, 1996
(commencement of operations) through May 31, 1999 were ____% and ____%,
respectively. Average annual total return is calculated by determining the
ending redeemable value of an investment purchased with a hypothetical
$1,000 payment made at the beginning of the period (assuming the
reinvestment of dividends and distributions), dividing by the amount of the
initial investment, taking the "n"th root of the quotient (where "n" is the
number of years in the period) and subtracting 1 from the result.
Dreyfus International Growth Fund's total return for the period June
29, 1993 (commencement of operations) through May 31, 1999 was ____%.
Dreyfus Emerging Markets Fund's total return for the period June 28, 1996
(commencement of operations) through May 31, 1999 was _____%. Total return
for a Fund is calculated by subtracting the amount of the Fund'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.
Comparative performance may be used from time to time in advertising a
Fund's shares, including data from Lipper Analytical Services, Inc., Morgan
Stanley Capital International World Index, Morgan Stanley Capital
International Emerging Markets Index, Standard & Poor's 500 Composite Stock
Price Index, Standard & Poor's MidCap 400 Index, Wilshire 5000 Index, the
Dow Jones Industrial Average, Money Magazine, Morningstar, Inc. and other
industry publications. From time to time, a Fund may compare its
performance against inflation with the performance of other instruments
against inflation, such as short-term Treasury Bills (which are direct
obligations of the U.S. Government) and FDIC-insured bank money market
accounts. In addition, advertising for a Fund may indicate that investors
may consider diversifying their investment portfolios in order to seek
protection of the value of their assets against inflation. From time to
time, advertising materials for a Fund may include biographical information
relating to its portfolio managers, and may refer to or include commentary
by a portfolio manager relating to investment strategy, asset growth,
current or past business, political, economic or financial conditions and
other matters of general interest to investors. A Fund's advertising
materials also may refer to the integration of the world's securities
markets, discuss the investment opportunities available worldwide and
mention the increasing importance of an investment strategy including
foreign investments. Advertising materials for each Fund also may include
information concerning retirement and investing for retirement, may refer to
the approximate number of then-current Fund shareholders and may refer to
Lipper or Morningstar ratings and related analysis supporting the ratings.
INFORMATION ABOUT THE COMPANY AND FUNDS
Each Fund share has one vote and, when issued and paid for in
accordance with the terms of the offering, is fully paid and non-assessable.
Fund shares are of one class and have equal rights as to dividends and in
liquidation. Shares have no preemptive, subscription or conversion rights
and are freely transferable.
Rule 18f-2 under the 1940 Act provides that any matter required to be
submitted under the provisions of the 1940 Act or applicable state law or
otherwise to the holders of the outstanding voting securities of an
investment company, such as the Company, will not be deemed to have been
effectively acted upon unless approved by the holders of a majority of the
outstanding shares of each series affected by such matter. Rule 18f-2
further provides that a series shall be deemed to be affected by a matter
unless it is clear that the interests of each series in the matter are
identical or that the matter does not affect any interest of such series.
However, the Rule exempts the selection of independent accountants and the
election of Board members from the separate voting requirements of the Rule.
Unless otherwise required by the 1940 Act, ordinarily it will not be
necessary for a Fund to hold annual meetings of shareholders. As a result,
Fund shareholders may not consider each year the election of Board members
or the appointment of auditors. However, the holders of at least 10% of the
shares outstanding and entitled to vote may require the Fund to hold a
special meeting of shareholders for purposes of removing a Board member from
office. Fund shareholders may remove a Board member by the affirmative vote
of a majority of the Fund's outstanding voting shares. In addition, the
Board will call a meeting of shareholders for the purpose of electing Board
members if, at any time, less than a majority of the Board members then
holding office have been elected by shareholders.
Each Fund is intended to be a long-term investment vehicle and is not
designed to provide investors with a means of speculating on short-term
market movements. A pattern of frequent purchases and exchanges can be
disruptive to efficient portfolio management and, consequently, can be
detrimental to the Fund's performance and its shareholders. Accordingly, if
management determines that an investor is following a market-timing strategy
or is otherwise engaging in excessive trading, a Fund, with or without prior
notice, may temporarily or permanently terminate the availability of Fund
Exchanges, or reject in whole or part any purchase or exchange request, with
respect to such investor's account. Such investors also may be barred from
purchasing other funds in the Dreyfus Family of Funds. Generally, an
investor who makes more than four exchanges out of a Fund during any
calendar year or who makes exchanges that appear to coincide with a market-
timing strategy may be deemed to be engaged in excessive trading. Accounts
under common ownership or control will be considered as one account for
purposes of determining a pattern of excessive trading. In addition, a Fund
may refuse or restrict purchase or exchange requests by any person or group
if, in the judgment of management, the Fund would be unable to invest the
money effectively in accordance with its investment objective and policies
or could otherwise be adversely affected or if the Fund receives or
anticipates receiving simultaneous orders that may significantly affect the
Fund (e.g., amounts equal to 1% or more of the Fund's total assets). If an
exchange request is refused, the Fund will take no other action with respect
to the shares until it receives further instructions from the investor. The
Fund may delay forwarding redemption proceeds for up to seven days if the
investor redeeming shares is engaged in excessive trading or if the amount
of the redemption request otherwise would be disruptive to efficient
portfolio management or would adversely affect the Fund. The Fund's policy
on excessive trading applies to investors who invest in the Fund directly or
through financial intermediaries, but does not apply to the Dreyfus Auto-
Exchange Privilege, to any automatic investment or withdrawal privilege
described herein, or to participants in employer-sponsored retirement plans.
During times of drastic economic or market conditions, a Fund may
suspend Fund Exchanges temporarily without notice and treat exchange
requests based on their separate components--redemption orders with a
simultaneous request to purchase the other fund's shares. In such a case,
the redemption request would be processed at the Fund's next determined net
asset value but the purchase order would be effective only at the net asset
value next determined after the fund being purchased receives the proceeds
of the redemption, which may result in the purchase being delayed.
Each Fund will send annual and semi-annual financial statements to all
its shareholders.
To offset the relatively higher costs of servicing smaller accounts,
each Fund will charge regular accounts with balances below $2,000 an annual
fee of $12. The valuation of accounts and the deductions are expected to
take place during the last four months of each year. The fee will be waived
for any investor whose aggregate Dreyfus mutual fund investments total at
least $25,000 and will not apply to IRA accounts or to accounts
participating in automatic investment programs or opened through a
securities dealer, bank or other financial institution, or to other
fiduciary accounts.
COUNSEL AND INDEPENDENT AUDITORS
Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New York
10038-4982, as counsel for the Company, has rendered its opinion as to
certain legal matters regarding the due authorization and valid issuance of
the shares being sold pursuant to each Fund's Prospectus.
Ernst & Young LLP, 787 Seventh Avenue, New York, New York 10019,
independent auditors, have been selected as independent auditors of the
Company.
APPENDIX
Description of certain ratings assigned by S&P, Moody's, Fitch and
Duff:
S&P
Bond Ratings
AAA
Bonds rated AAA have the highest rating assigned by S&P. Capacity to
pay interest and repay principal is extremely strong.
AA
Bonds rated AA have a very strong capacity to pay interest and repay
principal and differ from the highest rated issues only in small degree.
A
Bonds rated A have a strong capacity to pay interest and repay
principal although they are somewhat more susceptible to the adverse effects
of changes in circumstances and economic conditions than obligations in
higher rated categories.
BBB
Bonds rated BBB are regarded as having an adequate capacity to pay
interest and repay principal. Whereas they normally exhibit adequate
protection parameters, adverse economic conditions or changing circumstances
are more likely to lead to a weakened capacity to pay interest and repay
principal for bonds in this category than for bonds in higher rated
categories.
S&P's letter ratings may be modified by the addition of a plus (+) or a
minus (-) sign designation, which is used to show relative standing within
the major rating categories, except in the AAA (Prime Grade) category.
Commercial Paper Rating
An S&P commercial paper rating is a current assessment of the
likelihood of timely payment of debt having an original maturity of no more
than 365 days. Issues assigned an A rating are regarded as having the
greatest capacity for timely payment. Issues in this category are
delineated with the numbers 1, 2 and 3 to indicate the relative degree of
safety.
A-1
This designation 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 (+)
designation.
A-2
Capacity for timely payment on issues with this designation is strong.
However, the relative degree of safety is not as high as for issues
designated A-1.
Moody's
Bond Ratings
Aaa
Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and generally are referred to
as "gilt edge." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized
are most unlikely to impair the fundamentally strong position of such
issues.
Aa
Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what generally are
known as high grade bonds. They are rated lower than the best bonds because
margins of protection may not be as large as in Aaa securities or
fluctuation of protective elements may be of greater amplitude or there may
be other elements present which make the long-term risks appear somewhat
larger than in Aaa securities.
A
Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate, but elements may
be present which suggest a susceptibility to impairment sometime in the
future.
Baa
Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest
payments and principal security appear adequate for the present but certain
protective elements may be lacking or may be characteristically unreliable
over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.
Moody's applies the numerical modifiers 1, 2 and 3 to show relative
standing within the major rating categories, except in the Aaa category.
The modifier 1 indicates a ranking for the security in the higher end of a
rating category; the modifier 2 indicates a mid-range ranking; and the
modifier 3 indicates a ranking in the lower end of a rating category.
Commercial Paper Rating
The rating Prime-1 (P-1) is the highest commercial paper rating
assigned by Moody's. Issuers of P-1 paper must have a superior capacity for
repayment of short-term promissory obligations, and ordinarily will be
evidenced by leading market positions in well established industries, high
rates of return on funds employed, conservative capitalization structures
with moderate reliance on debt and ample asset protection, broad margins in
earnings coverage of fixed financial charges and high internal cash
generation, and well established access to a range of financial markets and
assured sources of alternate liquidity.
Issuers (or related supporting institutions) rated Prime-2 (P-2) have a
strong capacity for repayment of short-term promissory obligations. This
ordinarily will be evidenced by many of the characteristics cited above but
to a lesser degree. Earnings trends and coverage ratios, while sound, will
be more subject to variation. Capitalization characteristics, while still
appropriate, may be more affected by external conditions. Ample alternate
liquidity is maintained.
Fitch
Bond Ratings
The ratings represent Fitch's assessment of the issuer's ability to
meet the obligations of a specific debt issue or class of debt. The ratings
take into consideration special features of the issue, its relationship to
other obligations of the issuer, the current financial condition and
operative performance of the issuer and of any guarantor, as well as the
political and economic environment that might affect the issuer's future
financial strength and credit quality.
AAA
Bonds rated AAA are considered to be investment grade and of the
highest credit quality. The obligor has an exceptionally strong ability to
pay interest and repay principal, which is unlikely to be affected by
reasonably foreseeable events.
AA
Bonds rated AA are considered to be investment grade and of very high
credit quality. The obligor's ability to pay interest and repay principal
is very strong, although not quite as strong as bonds rated AAA. Because
bonds rated in the AAA and AA categories are not significantly vulnerable to
foreseeable future developments, short-term debt of these issuers is
generally rated F-1+.
A
Bonds rated A are considered to be investment grade and of high credit
quality. The obligor's ability to pay interest and repay principal is
considered to be strong, but may be more vulnerable to adverse changes in
economic conditions and circumstances than bonds with higher ratings.
BBB
Bonds rated BBB are considered to be investment grade and of
satisfactory credit quality. The obligor's ability to pay interest and
repay principal is considered to be adequate. Adverse changes in economic
conditions and circumstances, however, are more likely to have an adverse
impact on these bonds and, therefore, impair timely payment. The likelihood
that the ratings of these bonds will fall below investment grade is higher
than for bonds with higher ratings.
Plus (+) and minus (-) signs are used with a rating symbol to indicate
the relative position of a credit within the rating category. Plus and
minus signs, however, are not used in the AAA category covering 12-36
months.
Short-Term Ratings
Fitch's short-term ratings apply to debt obligations that are payable
on demand or have original maturities of up to three years, including
commercial paper, certificates of deposit, medium-term notes, and municipal
and investment notes.
Although the credit analysis is similar to Fitch's bond rating
analysis, the short-term rating places greater emphasis than bond ratings on
the existence of liquidity necessary to meet the issuer's obligations in a
timely manner.
F-1+
Exceptionally Strong Credit Quality. Issues assigned this rating are
regarded as having the strongest degree of assurance for timely payment.
F-1
Very Strong Credit Quality. Issues assigned this rating reflect an
assurance of timely payment only slightly less in degree than issues rated F-
1+.
F-2
Good Credit Quality. Issues carrying this rating have a satisfactory
degree of assurance for timely payments, but the margin of safety is not as
great as the F-1+ and F-1 categories.
Duff
Bond Ratings
AAA
Bonds rated AAA are considered highest credit quality. The risk
factors are negligible, being only slightly more than for risk-free U.S.
Treasury debt.
AA
Bonds rated AA are considered high credit quality. Protection factors
are strong. Risk is modest but may vary slightly from time to time because
of economic conditions.
A
Bonds rated A have protection factors which are average but adequate.
However, risk factors are more variable and greater in periods of economic
stress.
BBB
Bonds rated BBB are considered to have below average protection factors
but still considered sufficient for prudent investment. There may be
considerable variability in risk for bonds in this category during economic
cycles.
Plus (+) and minus (-) signs are used with a rating symbol (except AAA)
to indicate the relative position of a credit within the rating category.
Commercial Paper Rating
The rating Duff-1 is the highest commercial paper rating assigned by
Duff. Paper rated Duff-1 is regarded as having very high certainty of
timely payment with excellent liquidity factors which are supported by ample
asset protection. Risk factors are minor. Paper rated Duff-2 is regarded
as having good certainty of timely payment, good access to capital markets
and sound liquidity factors and company fundamentals. Risk factors are
small.
DREYFUS INTERNATIONAL FUNDS, INC.
PART C. OTHER INFORMATION
_________________________
Item 23. Exhibits.
(a) Registrant's Articles of Incorporation and Articles of Amendment
are incorporated by reference to Exhibit (1) of Post-Effective
Amendment No. 5 to the Registration Statement on Form N-1A, filed
on September 28, 1995.
(a) (1) Articles of Amendment and Articles Supplementary are incorporated
by reference to Exhibit (1) (b) of Post-Effective Amendment No. 8
to the Registration Statement on Form N-1A, filed on September 26,
1996.
(b) Registrant's By-Laws, as amended, are incorporated by reference to
Exhibit (2) of Post-Effective Amendment No. 8 to the Registration
Statement on Form N-1A, filed on September 26, 1996.
(d) Management Agreement is incorporated by reference to Exhibit
(5)(a) of Post-Effective Amendment No. 7 to the Registration
Statement on Form N-1A, filed on February 2, 1996.
(e)(1) Distribution Agreement is incorporated by reference to Exhibit
(6)(a) of Post-Effective Amendment No. 5 to the Registration
Statement on Form N-1A, filed on September 28, 1995.
(e)(2) Forms of Service Agreement are incorporated by reference to
Exhibit (6)(b) of Post-Effective Amendment No. 5 to the
Registration Statement on Form N-1A, filed on September 28, 1995.
(g) Amended and Restated Custody Agreement is incorporated by
reference to Exhibit 8 of Post-Effective Amendment No. 5 to the
Registration Statement on Form N-1A, filed on September 28, 1995.
(h) Shareholder Services Plan is incorporated by reference to Exhibit
(9) of Post-Effective Amendment No. 8 to the Registration
Statement on Form N-1A, filed on September 26, 1996.
(i) Opinion and consent of Registrant's counsel is incorporated by
reference to Exhibit (10) of Post-Effective Amendment No. 5 to the
Registration Statement on Form N-1A, filed on September 28, 1995.
(j) Consent of Independent Auditors, to be filed by amendment.
(m) Distribution Plan is incorporated by reference to Exhibit (15) of
Post-Effective Amendment No. 5 to the Registration Statement on
Form N-1A, filed on September 28, 1995.
Other Exhibits
______________
(a) Powers of Attorney of Board members and officers
(b) Certificate of Secretary
Item 24. Persons Controlled by or under Common Control with Registrant.
_______ ______________________________________________________________
Not Applicable
Item 25.Indemnification
_______ _______________
Reference is made to Article SEVENTH of the Registrant's
Articles of Incorporation filed as Exhibit 1 of Post-Effective
Amendment No. 5 to the Registration Statement on Form N-1A, filed
on September 28, 1995 and to Section 2-418 of the Maryland General
Corporation Law. The application of these provisions is limited by
Article VIII of the Registrant's By-Laws filed as Exhibit 2 to Post-
Effective Amendment No. 8 to the Registration Statement on Form N-
1A, filed on September 26, 1996 and by the following undertaking
set forth in the rules promulgated by the Securities and Exchange
Commission:
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has
been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public
policy as expressed in such Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in such Act and will be
governed by the final adjudication of such issue.
Reference is also made to the Distribution Agreement attached as
Exhibit (6)(a) to Post-Effective Amendment No. 5 to the
Registration Statement on Form N-1A, filed on September 28, 1995.
Item 26. Business and Other Connections of Investment Adviser.
_______ ____________________________________________________
The Dreyfus Corporation ("Dreyfus") and subsidiary companies
comprise a financial service organization whose business
consists primarily of providing investment management services
as the investment adviser and manager for sponsored investment
companies registered under the
Item 26. Business and Other Connections of Investment Adviser. (continued)
_______ ____________________________________________________
Investment Company Act of 1940 and as an investment adviser to
institutional and individual accounts. Dreyfus also serves as
sub-investment adviser to and/or administrator of other
investment companies. Dreyfus Service Corporation, a wholly-
owned subsidiary of Dreyfus, serves primarily as a registered
broker-dealer. Dreyfus Investment Advisors, Inc., another
wholly-owned subsidiary, provides investment management services
to various pension plans, institutions and individuals.
<TABLE>
<CAPTION>
ITEM 26. Business and Other Connections of Investment Adviser (continued)
Officers and Directors of Investment Adviser
<S> <C> <C> <C>
Name and Position
With Dreyfus Other Businesses Position Held Dates
Christopher M. Condron Franklin Portfolio Associates, LLC* Director 1/97 - Present
Chairman of the Board and
Chief Executive Officer
TBCAM Holdings, Inc.* Director 10/97 - Present
President 10/97 - 6/98
Chairman 10/97 - 6/98
The Boston Company Director 1/98 - Present
Asset Management, LLC* Chairman 1/98 - 6/98
President 1/98 - 6/98
The Boston Company President 9/95 - 1/98
Asset Management, Inc.* Chairman 4/95 - 1/98
Pareto Partners Partner Representative 11/95 - 5/97
271 Regent Street
London, England W1R 8PP
Franklin Portfolio Holdings, Inc.* Director 1/97 - Present
Certus Asset Advisors Corp.** Director 6/95 -Present
Mellon Capital Management Director 5/95 -Present
Corporation***
Mellon Bond Associates, LLP+ Executive Committee 1/98 - Present
Member
Mellon Bond Associates+ Trustee 5/95 -1/98
Mellon Equity Associates, LLP+ Executive Committee 1/98 - Present
Member
Mellon Equity Associates+ Trustee 5/95 - 1/98
Boston Safe Advisors, Inc.* Director 5/95 - Present
President 5/95 - Present
Mellon Bank, N.A. + Director 1/99 - Present
Chief Operating Officer 3/98 - Present
President 3/98 - Present
Vice Chairman 11/94 - 3/98
Mellon Bank Corporation+ Chief Operating Officer 1/99 - Present
President 1/99 - Present
Director 1/98 - Present
Vice Chairman 11/94 - 1/99
Christopher M. Condron The Boston Company, Inc.* Vice Chairman 1/94 - Present
Chairman and Chief Director 5/93 - Present
Executive Officer
(Continued) Laurel Capital Advisors, LLP+ Exec. Committee 1/98 - 8/98
Member
Laurel Capital Advisors+ Trustee 10/93 - 1/98
Boston Safe Deposit and Trust Director 5/93 -Present
Company*
The Boston Company Financial President 6/89 - Present
Strategies, Inc. * Director 6/89 - Present
Mandell L. Berman Self-Employed Real Estate Consultant, 11/74 - Present
Director 29100 Northwestern Highway Residential Builder and
Suite 370 Private Investor
Southfield, MI 48034
Burton C. Borgelt DeVlieg Bullard, Inc. Director 1/93 - Present
Director 1 Gorham Island
Westport, CT 06880
Mellon Bank Corporation+ Director 6/91 - Present
Mellon Bank, N.A. + Director 6/91 - Present
Dentsply International, Inc. Director 2/81 - Present
570 West College Avenue
York, PA
Quill Corporation Director 3/93 - Present
Lincolnshire, IL
Stephen E. Canter Dreyfus Investment Chairman of the Board 1/97 - Present
President, Chief Operating Advisors, Inc.++ Director 5/95 - Present
Officer, Chief Investment President 5/95 - Present
Officer, and Director
Newton Management Limited Director 2/99 - Present
London, England
Mellon Bond Associates, LLP+ Executive Committee 1/99 - Present
Member
Mellon Equity Associates, LLP+ Executive Committee 1/99 - Present
Member
Franklin Portfolio Associates, LLC* Director 2/99 - Present
Franklin Portfolio Holdings, Inc.* Director 2/99 - Present
The Boston Company Asset Director 2/99 - Present
Management, LLC*
TBCAM Holdings, Inc.* Director 2/99 - Present
Mellon Capital Management Director 1/99 - Present
Corporation***
Stephen E. Canter Founders Asset Management, LLC Member, Board of 12/97 - Present
President, Chief Operating 2930 East Third Ave. Managers
Officer, Chief Investment Denver, CO 80206 Acting Chief Executive 7/98 - 12/98
Officer, and Director Officer
(Continued)
The Dreyfus Trust Company+++ Director 6/ 95 - Present
Thomas F. Eggers Dreyfus Service Corporation++ Executive Vice President 4/96 - Present
Vice Chairman - Institutional Director 9/96 - Present
and Director
Founders Asset Management, LLC Member, Board of 2/99 - Present
2930 East Third Avenue Managers
Denver, CO 80206
Steven G. Elliott Mellon Bank Corporation+ Senior Vice Chairman 1/99 - Present
Director Chief Financial Officer 1/90 - Present
Vice Chairman 6/92 - 1/99
Treasurer 1/90 - 5/98
Mellon Bank, N.A.+ Senior Vice Chairman 3/98 - Present
Vice Chairman 6/92 - 3/98
Chief Financial Officer 1/90 - Present
Mellon EFT Services Corporation Director 10/98 - Present
Mellon Bank Center, 8th Floor
1735 Market Street
Philadelphia, PA 19103
Mellon Financial Services Director 1/96 - Present
Corporation #1 Vice President 1/96 - Present
Mellon Bank Center, 8th Floor
1735 Market Street
Philadelphia, PA 19103
Boston Group Holdings, Inc.* Vice President 5/93 - Present
APT Holdings Corporation Treasurer 12/87 - Present
Pike Creek Operations Center
4500 New Linden Hill Road
Wilmington, DE 19808
Allomon Corporation Director 12/87 - Present
Two Mellon Bank Center
Pittsburgh, PA 15259
Collection Services Corporation Controller 10/90 - 2/99
500 Grant Street Director 9/88 - 2/99
Pittsburgh, PA 15258 Vice President 9/88 - 2/99
Treasurer 9/88 - 2/99
Mellon Financial Company+ Principal Exec. Officer 1/88 - Present
Chief Financial Officer 8/87 - Present
Director 8/87 - Present
President 8/87 - Present
Mellon Overseas Investments Director 4/88 - Present
Corporation+ Chairman 7/89 - 11/97
President 4/88 - 11/97
Chief Executive Officer 4/88 - 11/97
Mellon International Investment Director 9/89 - 8/97
Corporation+
Steven G. Elliott Mellon Financial Services Treasurer 12/87 - Present
Director (Continued) Corporation # 5+
Mellon Financial Markets, Inc.+ Director 1/99 - Present
Mellon Financial Services Director 1/99 - Present
Corporation #17
Fort Lee, NJ
Mellon Mortgage Company Director 1/99 - Present
Houston, TX
Mellon Ventures, Inc. + Director 1/99 - Present
Lawrence S. Kash Dreyfus Investment Director 4/97 - Present
Vice Chairman Advisors, Inc.++
And Director
Dreyfus Brokerage Services, Inc. Chairman 11/97 - Present
401 North Maple Ave. Chief Executive Officer 11/97 - Present
Beverly Hills, CA
Dreyfus Service Corporation++ Director 1/95 - 2/99
President 9/96 - 3/99
Dreyfus Precious Metals, Inc.++ + Director 3/96 - 12/98
President 10/96 - 12/98
Dreyfus Service Director 12/94 - Present
Organization, Inc.++ President 1/97 - Present
Seven Six Seven Agency, Inc. ++ Director 1/97 - Present
Dreyfus Insurance Agency of Chairman 5/97 - Present
Massachusetts, Inc.++++ President 5/97 - Present
Director 5/97 - Present
The Dreyfus Trust Company+++ Chairman 1/97 - 1/99
President 2/97 - 1/99
Chief Executive Officer 2/97 - 1/99
Director 12/94 - Present
The Dreyfus Consumer Credit Chairman 5/97 - Present
Corporation++ President 5/97 - Present
Director 12/94 - Present
Founders Asset Management, LLC Member, Board of 12/97 - Present
2930 East Third Avenue Managers
Denver, CO. 80206
The Boston Company Advisors, Chairman 12/95 - Present
Inc. Chief Executive Officer 12/95 - Present
Wilmington, DE President 12/95 - Present
The Boston Company, Inc.* Director 5/93 - Present
President 5/93 - Present
Mellon Bank, N.A.+ Executive Vice President 6/92 - Present
Laurel Capital Advisors, LLP+ Chairman 1/98 - 8/98
Executive Committee 1/98 - 8/98
Member
Chief Executive Officer 1/98 - 8/98
President 1/98 - 8/98
Lawrence S. Kash Laurel Capital Advisors, Inc. + Trustee 12/91 - 1/98
Vice Chairman Chairman 9/93 - 1/98
And Director (Continued) President and CEO 12/91 - 1/98
Boston Group Holdings, Inc.* Director 5/93 - Present
President 5/93 - Present
Martin G. McGuinn Mellon Bank Corporation+ Chairman 1/99 - Present
Director Chief Executive Officer 1/99 - Present
Director 1/98 - Present
Vice Chairman 1/90 - 1/99
Mellon Bank, N. A. + Chairman 3/98 - Present
Chief Executive Officer 3/98 - Present
Director 1/98 - Present
Vice Chairman 1/90 - 3/98
Mellon Leasing Corporation+ Vice Chairman 12/96 - Present
Mellon Bank (DE) National Director 4/89 - 12/98
Association
Wilmington, DE
Mellon Bank (MD) National Director 1/96 - 4/98
Association
Rockville, Maryland
Mellon Financial Vice President 9/86 - 10/97
Corporation (MD)
Rockville, Maryland
J. David Officer Dreyfus Service Corporation++ Executive Vice President 5/98 - Present
Vice Chairman Director 3/99 - Present
And Director
Dreyfus Insurance Agency of Director 5/98 - Present
Massachusetts, Inc.++++
Seven Six Seven Agency, Inc.++ Director 10/98 - Present
Mellon Residential Funding Corp. + Director 4/97 - Present
Mellon Trust of Florida, N.A. Director 8/97 - Present
2875 Northeast 191st Street
North Miami Beach, FL 33180
Mellon Bank, NA+ Executive Vice President 7/96 - Present
The Boston Company, Inc.* Vice Chairman 1/97 - Present
Director 7/96 - Present
Mellon Preferred Capital Director 11/96 - Present
Corporation*
RECO, Inc.* President 11/96 - Present
Director 11/96 - Present
The Boston Company Financial President 8/96 - Present
Services, Inc.* Director 8/96 - Present
Boston Safe Deposit and Trust Director 7/96 - Present
Company* President 7/96 - 1/99
J. David Officer Mellon Trust of New York Director 6/96 - Present
Vice Chairman and 1301 Avenue of the Americas
Director (Continued) New York, NY 10019
Mellon Trust of California Director 6/96 - Present
400 South Hope Street
Suite 400
Los Angeles, CA 90071
Mellon Bank, N.A.+ Executive Vice President 2/94 - Present
Mellon United National Bank Director 3/98 - Present
1399 SW 1st Ave., Suite 400
Miami, Florida
Boston Group Holdings, Inc.* Director 12/97 - Present
Dreyfus Financial Services Corp. + Director 9/96 - Present
Dreyfus Investment Services Director 4/96 - Present
Corporation+
Richard W. Sabo Founders Asset Management LLC President 12/98 - Present
Director 2930 East Third Avenue Chief Executive Officer 12/98 - Present
Denver, CO. 80206
Prudential Securities Senior Vice President 07/91 - 11/98
New York, NY Regional Director 07/91 - 11/98
Richard F. Syron American Stock Exchange Chairman 4/94 - Present
Director 86 Trinity Place Chief Executive Officer 4/94 - Present
New York, NY 10006
Ronald P. O'Hanley Franklin Portfolio Holdings, Inc.* Director 3/97 - Present
Vice Chairman
TBCAM Holdings, Inc.* Chairman 6/98 - Present
Director 10/97 - Present
The Boston Company Asset Chairman 6/98 - Present
Management, LLC* Director 1/98 - 6/98
The Boston Company Asset Director 2/97 - 12/97
Management, Inc. *
Boston Safe Advisors, Inc.* Chairman 6/97 - Present
Director 2/97 - Present
Pareto Partners Partner Representative 5/97 - Present
271 Regent Street
London, England W1R 8PP
Mellon Capital Management Director 5/97 -Present
Corporation***
Certus Asset Advisors Corp.** Director 2/97 - Present
Mellon Bond Associates+ Trustee 2/97 - Present
Chairman 2/97 - Present
Mellon Equity Associates+ Trustee 2/97 - Present
Chairman 2/97 - Present
Mellon-France Corporation+ Director 3/97 - Present
Ronald P. O'Hanley Laurel Capital Advisors+ Trustee 3/97 - Present
Vice Chairman (Continued)
Mark N. Jacobs Dreyfus Investment Director 4/97 - Present
General Counsel, Advisors, Inc.++ Secretary 10/77 - 7/98
Vice President, and
Secretary The Dreyfus Trust Company+++ Director 3/96 - Present
The TruePenny Corporation++ President 10/98 - Present
Director 3/96 - Present
Dreyfus Service Director 3/97 - Present
Organization, Inc.++
William H. Maresca The Dreyfus Trust Company+++ Director 3/97 - Present
Controller
Dreyfus Service Corporation++ Chief Financial Officer 12/98 - Present
Dreyfus Consumer Credit Corp. ++ Treasurer 10/98 -Present
Dreyfus Investment Treasurer 10/98 - Present
Advisors, Inc. ++
Dreyfus-Lincoln, Inc. Vice President 10/98 - Present
4500 New Linden Hill Road
Wilmington, DE 19808
The TruePenny Corporation++ Vice President 10/98 - Present
Dreyfus Precious Metals, Inc. +++ Treasurer 10/98 - 12/98
The Trotwood Corporation++ Vice President 10/98 - Present
Trotwood Hunters Corporation++ Vice President 10/98 - Present
Trotwood Hunters Site A Corp. ++ Vice President 10/98 - Present
Dreyfus Transfer, Inc. Chief Financial Officer 5/98 - Present
One American Express Plaza,
Providence, RI 02903
Dreyfus Service Assistant Treasurer 3/93 - Present
Organization, Inc.++
Dreyfus Insurance Agency of Assistant Treasurer 5/98 - Present
Massachusetts, Inc.++++
William T. Sandalls, Jr. Dreyfus Transfer, Inc. Chairman 2/97 - Present
Executive Vice President One American Express Plaza,
Providence, RI 02903
Dreyfus Service Corporation++ Director 1/96 - Present
Executive Vice President 2/97 - Present
Chief Financial Officer 2/97-12/98
Dreyfus Investment Director 1/96 - Present
Advisors, Inc.++ Treasurer 1/96 - 10/98
William T. Sandalls, Jr. Dreyfus-Lincoln, Inc. Director 12/96 - Present
Executive Vice President 4500 New Linden Hill Road President 1/97 - Present
(Continued) Wilmington, DE 19808
Seven Six Seven Agency, Inc.++ Director 1/96 - 10/98
Treasurer 10/96 - 10/98
The Dreyfus Consumer Director 1/96 - Present
Credit Corp.++ Vice President 1/96 - Present
Treasurer 1/97 - 10/98
Dreyfus Partnership President 1/97 - 6/97
Management, Inc.++ Director 1/96 - 6/97
Dreyfus Service Organization, Director 1/96 - 6/97
Inc.++ Executive Vice President 1/96 - 6/97
Treasurer 10/96- Present
Dreyfus Insurance Agency of Director 5/97 - Present
Massachusetts, Inc.++++ Treasurer 5/97- Present
Executive Vice President 5/97 - Present
Diane P. Durnin Dreyfus Service Corporation++ Senior Vice President - 5/95 - 3/99
Vice President - Product Marketing and Advertising
Development Division
Patrice M. Kozlowski None
Vice President - Corporate
Communications
Mary Beth Leibig None
Vice President -
Human Resources
Theodore A. Schachar Dreyfus Service Corporation++ Vice President -Tax 10/96 - Present
Vice President - Tax
Dreyfus Investment Advisors, Inc.++ Vice President - Tax 10/96 - Present
Dreyfus Precious Metals, Inc. +++ Vice President - Tax 10/96 - 12/98
Dreyfus Service Organization, Inc.++ Vice President - Tax 10/96 - Present
Wendy Strutt None
Vice President
Richard Terres None
Vice President
Andrew S. Wasser Mellon Bank Corporation+ Vice President 1/95 - Present
Vice-President -
Information Systems
James Bitetto The TruePenny Corporation++ Secretary 9/98 - Present
Assistant Secretary
Dreyfus Service Corporation++ Assistant Secretary 8/98 - Present
Dreyfus Investment Assistant Secretary 7/98 - Present
Advisors, Inc.++
Dreyfus Service Assistant Secretary 7/98 - Present
Organization, Inc.++
Steven F. Newman Dreyfus Transfer, Inc. Vice President 2/97 - Present
Assistant Secretary One American Express Plaza Director 2/97 - Present
Providence, RI 02903 Secretary 2/97 - Present
Dreyfus Service Secretary 7/98 - Present
Organization, Inc.++ Assistant Secretary 5/98 - 7/98
_______________________________
* The address of the business so indicated is One Boston Place, Boston, Massachusetts, 02108.
** The address of the business so indicated is One Bush Street, Suite 450, San Francisco, California 94104.
*** The address of the business so indicated is 595 Market Street, Suite 3000, San Francisco, California 94105.
+ The address of the business so indicated is One Mellon Bank Center, Pittsburgh, Pennsylvania 15258.
++ The address of the business so indicated is 200 Park Avenue, New York, New York 10166.
+++ The address of the business so indicated is 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144.
++++ The address of the business so indicated is 53 State Street, Boston, Massachusetts 02109.
</TABLE>
Item 27. Principal Underwriters
________ ______________________
(a) Other investment companies for which Registrant's principal
underwriter (exclusive distributor) acts as principal underwriter or
exclusive distributor:
1) Comstock Partners Funds, Inc.
2) Dreyfus A Bonds Plus, Inc.
3) Dreyfus Appreciation Fund, Inc.
4) Dreyfus Asset Allocation Fund, Inc.
5) Dreyfus Balanced Fund, Inc.
6) Dreyfus BASIC GNMA Fund
7) Dreyfus BASIC Money Market Fund, Inc.
8) Dreyfus BASIC Municipal Fund, Inc.
9) Dreyfus BASIC U.S. Government Money Market Fund
10) Dreyfus California Intermediate Municipal Bond Fund
11) Dreyfus California Tax Exempt Bond Fund, Inc.
12) Dreyfus California Tax Exempt Money Market Fund
13) Dreyfus Cash Management
14) Dreyfus Cash Management Plus, Inc.
15) Dreyfus Connecticut Intermediate Municipal Bond Fund
16) Dreyfus Connecticut Municipal Money Market Fund, Inc.
17) Dreyfus Florida Intermediate Municipal Bond Fund
18) Dreyfus Florida Municipal Money Market Fund
19) The Dreyfus Fund Incorporated
20) Dreyfus Global Bond Fund, Inc.
21) Dreyfus Global Growth Fund
22) Dreyfus GNMA Fund, Inc.
23) Dreyfus Government Cash Management Funds
24) Dreyfus Growth and Income Fund, Inc.
25) Dreyfus Growth and Value Funds, Inc.
26) Dreyfus Growth Opportunity Fund, Inc.
27) Dreyfus Debt and Equity Funds
28) Dreyfus Index Funds, Inc.
29) Dreyfus Institutional Money Market Fund
30) Dreyfus Institutional Preferred Money Market Fund
31) Dreyfus Institutional Short Term Treasury Fund
32) Dreyfus Insured Municipal Bond Fund, Inc.
33) Dreyfus Intermediate Municipal Bond Fund, Inc.
34) Dreyfus International Funds, Inc.
35) Dreyfus Investment Grade Bond Funds, Inc.
36) Dreyfus Investment Portfolios
37) The Dreyfus/Laurel Funds, Inc.
38) The Dreyfus/Laurel Funds Trust
39) The Dreyfus/Laurel Tax-Free Municipal Funds
40) Dreyfus LifeTime Portfolios, Inc.
41) Dreyfus Liquid Assets, Inc.
42) Dreyfus Massachusetts Intermediate Municipal Bond Fund
43) Dreyfus Massachusetts Municipal Money Market Fund
44) Dreyfus Massachusetts Tax Exempt Bond Fund
45) Dreyfus MidCap Index Fund
46) Dreyfus Money Market Instruments, Inc.
47) Dreyfus Municipal Bond Fund, Inc.
48) Dreyfus Municipal Cash Management Plus
49) Dreyfus Municipal Money Market Fund, Inc.
50) Dreyfus New Jersey Intermediate Municipal Bond Fund
51) Dreyfus New Jersey Municipal Bond Fund, Inc.
52) Dreyfus New Jersey Municipal Money Market Fund, Inc.
53) Dreyfus New Leaders Fund, Inc.
54) Dreyfus New York Insured Tax Exempt Bond Fund
55) Dreyfus New York Municipal Cash Management
56) Dreyfus New York Tax Exempt Bond Fund, Inc.
57) Dreyfus New York Tax Exempt Intermediate Bond Fund
58) Dreyfus New York Tax Exempt Money Market Fund
59) Dreyfus U.S. Treasury Intermediate Term Fund
60) Dreyfus U.S. Treasury Long Term Fund
61) Dreyfus 100% U.S. Treasury Money Market Fund
62) Dreyfus U.S. Treasury Short Term Fund
63) Dreyfus Pennsylvania Intermediate Municipal Bond Fund
64) Dreyfus Pennsylvania Municipal Money Market Fund
65) Dreyfus Premier California Municipal Bond Fund
66) Dreyfus Premier Equity Funds, Inc.
67) Dreyfus Premier International Funds, Inc.
68) Dreyfus Premier GNMA Fund
69) Dreyfus Premier Worldwide Growth Fund, Inc.
70) Dreyfus Premier Municipal Bond Fund
71) Dreyfus Premier New York Municipal Bond Fund
72) Dreyfus Premier State Municipal Bond Fund
73) Dreyfus Premier Value Fund
74) Dreyfus Short-Intermediate Government Fund
75) Dreyfus Short-Intermediate Municipal Bond Fund
76) The Dreyfus Socially Responsible Growth Fund, Inc.
77) Dreyfus Stock Index Fund, Inc.
78) Dreyfus Tax Exempt Cash Management
79) The Dreyfus Third Century Fund, Inc.
80) Dreyfus Treasury Cash Management
81) Dreyfus Treasury Prime Cash Management
82) Dreyfus Variable Investment Fund
83) Dreyfus Worldwide Dollar Money Market Fund, Inc.
84) Founders Funds, Inc.
85) General California Municipal Bond Fund, Inc.
86) General California Municipal Money Market Fund
87) General Government Securities Money Market Fund, Inc.
88) General Money Market Fund, Inc.
89) General Municipal Bond Fund, Inc.
90) General Municipal Money Market Funds, Inc.
91) General New York Municipal Bond Fund, Inc.
92) General New York Municipal Money Market Fund
(b)
Positions and
Name and principal Positions and offices with offices with
business address the Distributor Registrant
__________________ ___________________________ _____________
Marie E. Connolly+ Director, President, Chief President and
Executive Officer and Chief Treasurer
Compliance Officer
Joseph F. Tower, III+ Director, Senior Vice President, Vice President
Treasurer and Chief Financial and Assistant
Officer Treasurer
Mary A. Nelson+ Vice President Vice President
and Assistant
Treasurer
Jean M. O'Leary+ Assistant Vice President, None
Assistant Secretary and
Assistant Clerk
William J. Nutt+ Chairman of the Board None
Stephanie D. Pierce++ Vice President Vice President,
Assistant Secretary
and Assistant
Treasurer
Patrick W. McKeon+ Vice President None
Joseph A. Vignone+ Vice President None
________________________________
+ Principal business address is 60 State Street, Boston, Massachusetts 02109.
++ Principal business address is 200 Park Avenue, New York, New York 10166.
Item 28. Location of Accounts and Records
_______ ________________________________
1. First Data Investor Services Group, Inc.,
a subsidiary of First Data Corporation
P.O. Box 9671
Providence, Rhode Island 02940-9671
2. The Bank of New York
90 Washington Street
New York, New York 10286
3. Dreyfus Transfer, Inc.
P.O. Box 9671
Providence, Rhode Island 02940-9671
4. The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Item 29. Management Services
_______ ___________________
Not Applicable
Item 30. Undertakings
_______ ____________
None
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Amendment to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, and State of New York on
29 th day of July, 1999.
Dreyfus International Funds, Inc.
BY: /s/Marie E. Connolly*
Marie E. Connolly, PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
Signatures Title Date
___________________________ _____________________________ _________
/s/Marie E. Connolly* President and Treasurer 07/29/99
______________________________ (Principal Executive Officer
Marie E. Connolly and Financial Officer)
/s/Joseph F. Tower * Vice President and Assistant 07/29/99
______________________________ Treasurer (Principal Accounting
Joseph F. Tower Officer)
/s/Joseph S. DiMartino* Director 07/29/99
______________________________
Joseph S. DiMartino
/s/David P. Feldman* Director 07/29/99
______________________________
David P. Feldman
/s/John M. Fraser, Jr.* Director 07/29/99
______________________________
John M. Fraser, Jr.
/s/Robert R. Glauber* Director 07/29/99
______________________________
Robert R. Glauber
/s/James F. Henry* Director 07/29/99
______________________________
James F. Henry
/s/Rosalind Gersten Jacobs* Director 07/29/99
______________________________
Rosalind Gersten Jacobs
/s/Irving S. Kristol* Director 07/29/99
______________________________
Irving S. Kristol
/s/Paul A. Marks* Director 07/29/99
______________________________
Paul A. Marks
/s/Martin Peretz* Director 07/29/99
______________________________
Martin Peretz
/s/Bert W. Wasserman* Director 07/29/99
______________________________
Bert W. Wasserman
*BY: __________________________
Stephanie D. Pierce
Attorney-in-Fact
INDEX OF EXHIBITS
Other Exhibits
(a) Power of Attorney
(b) Certificate of Assistant Secretary
POWER OF ATTORNEY
The undersigned hereby constitute and appoint Margaret W. Chambers,
Marie E. Connolly, Douglas C. Conroy, Frederick C. Dey, Christopher J.
Kelley, Kathleen K. Morrisey, Stephanie Pierce, Elba Vasquez, and Karen
Jacoppo-Wood, and each of them, with full power to act without the other,
his or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her, and in his or her name,
place and stead, in any and all capacities (until revoked in writing) to
sign any and all amendments to the Registration Statement of Dreyfus
International 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 hereof.
/s/ Joseph DiMartino June 1, 1999
________________________________
Joseph DiMartino
/s/ David P. Feldman June 1, 1999
________________________________
David P. Feldman
/s/ John M. Fraser June 1, 1999
________________________________
John M. Fraser
/s/ Robert R. Glauber June 1, 1999
________________________________
Robert R. Glauber
/s/ James F. Henry June 1, 1999
________________________________
James F. Henry
/s/ Rosalind G. Jacobs June 1, 1999
________________________________
Rosalind G. Jacobs
/s/ Irving Kristol June 1, 1999
________________________________
Irving Kristol
/s/ Paul A. Marks June 1, 1999
________________________________
Paul A. Marks
/s/ Martin Peretz June 1, 1999
________________________________
Martin Peretz
/s/ Bert W. Wasserman June 1, 1999
________________________________
Bert W. Wasserman
POWER OF ATTORNEY
The undersigned hereby constitute and appoint Margaret W. Chambers,
Douglas C. Conroy, Christopher J. Kelley, Kathleen K. Morrisey, Stephanie
Pierce, Elba Vasquez, and Karen Jacoppo-Wood, and each of them, with full
power to act without the other, his or her true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him or
her, and in his or her name, place and stead, in any and all capacities
(until revoked in writing) to sign any and all amendments to the
Registration Statement of Dreyfus International 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 hereof.
/s/ Marie E. Connolly June 1, 1999
________________________________
Marie E. Connolly
/s/ Frederick C. Dey June 1, 1999
________________________________
Frederick C. Dey
ASSISTANT SECRETARY'S CERTIFICATE
I, Stephanie Pierce, Assistant Secretary of Dreyfus International Funds,
Inc. (the "Fund", hereby certify the following resolutions were adopted by
written consent dated June 1, 1999 and remain in full force and effect:
RESOLVED, that the following persons be, and they hereby are,
elected to the offices set forth opposite their respective names,
to serve at the pleasure of the Fund's Board:
President and Treasurer Marie E. Connolly
Vice President and Secretary Margaret W. Chambers
Vice President and Assistant Treasurer John P. Covino
Vice President and Assistant Treasurer Mary A. Nelson
Vice President and Assistant Treasurer George A. Rio
Vice President and Assistant Treasurer Joseph F. Tower, III
Vice President, Assistant Treasurer and Frederick C. Dey
Assistant Secretary
Vice President, Assistant Treasurer and Stephanie Pierce
Assistant Secretary
Vice President and Assistant Secretary Douglas C. Conroy
Vice President and Assistant Secretary Christopher J. Kelley
Vice President and Assistant Secretary Kathleen K. Morrisey
Vice President and Assistant Secretary Elba Vasquez
Vice President and Assistant Secretary Karen Jacoppo-Wood
;and it was further
RESOLVED, that the Registration Statement and any and all amendments
and supplements thereto may be signed by any one of Margaret W.
Chambers, Marie E. Connolly, Douglas C. Conroy, Frederick C. Dey,
Christopher J. Kelley, Kathleen K. Morrisey, Stephanie Pierce, Elba
Vasquez, and Karen Jacoppo-Wood, 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 set my hand as Assistant Secretary
of the Funds and affixed the seal this day of July 1999.
___________________________
Stephanie Pierce
(SEAL)
DREYFUS INTERNATIONAL FUNDS, INC.
