DREYFUS ASSET ALLOCATION FUND INC
497, 1994-08-29
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                                                  August 24, 1994

                 DREYFUS ASSET ALLOCATION FUND, INC.
           SUPPLEMENT TO PROSPECTUS DATED FEBRUARY 1, 1994

        THE FOLLOWING ANTICIPATED CHANGES HAVE OCCURRED:
I. CONSUMMATION OF THE MERGER
        THE FOLLOWING INFORMATION SUPPLEMENTS AND SUPERSEDES ANY CONTRARY
INFORMATION CONTAINED IN THE FUND'S PROSPECTUS.
        On this date, the previously announced merger between The Dreyfus
Corporation ("Dreyfus") and a subsidiary of Mellon Bank Corporation
("Mellon") was completed, and as a result, Dreyfus now is a wholly-owned
subsidiary of Mellon Bank, N.A. instead of a publicly-owned corporation.
        Mellon is a publicly owned multibank holding company incorporated
under Pennsylvania law in 1971 and registered under the Federal Bank Holding
Company Act of 1956, as amended. Mellon provides a comprehensive range of
financial products and services in domestic and selected international
markets. Mellon is among the twenty-five largest bank holding companies in
the United States based on total assets. Mellon's principal wholly-owned
subsidiaries are Mellon Bank, N.A., Mellon Bank (DE) National Association,
Mellon Bank (MD), The Boston Company, Inc., AFCO Credit Corporation and a
number of companies known as Mellon Financial Services Corporations. Through
its subsidiaries, Mellon managed more than $130 billion in assets as of July
31, 1994, including approximately $6 billion in mutual fund assets. As of
July 31, 1994, various subsidiaries of Mellon provided non-investment
services, such as custodial or administration services, for approximately
$747 billion in assets, including $97 billion in mutual fund assets.
II.  NEW DISTRIBUTOR
        THE FOLLOWING INFORMATION SUPERSEDES AND REPLACES ANY CONTRARY
INFORMATION CONTAINED IN THE FUND'S PROSPECTUS AND SPECIFICALLY IN THE
SECTION ENTITLED "HOW TO BUY FUND SHARES."
        The Fund's distributor is Premier Mutual Fund Services, Inc. (the
"Distributor"), located at One Exchange Place, Boston, Massachusetts 02109.
The Distributor is a wholly-owned subsidiary of Institutional Administration
Services, Inc., a provider of mutual fund administration services, the parent
company of which is Boston Institutional Group, Inc.
        Accordingly, references in the Prospectus to Dreyfus Service
Corporation as the Fund's distributor should be substituted with Premier
Mutual Fund Services, Inc.
III. NEW RULE 12B-1 PLAN ARRANGEMENTS IMPLEMENTED
        THE FOLLOWING INFORMATION SUPERSEDES AND REPLACES THE INFORMATION IN
THE FIRST PARAGRAPH CONTAINED IN THE SECTION IN THE FUND'S PROSPECTUS
ENTITLED "DISTRIBUTION PLAN AND SHAREHOLDER SERVICES
PLAN--DISTRIBUTION PLAN."
        Under the Distribution Plan, adopted pursuant to Rule 12b-1 under the
Investment Company Act of 1940, the Fund (a) reimburses the Distributor for
payments to certain Service Agents for distributing the Fund's shares and (b)
pays The Dreyfus Corporation, Dreyfus Service Corporation and any affiliate
of either of them for advertising and marketing relating to the Fund, at an
aggregate annual rate of .50 of 1% of the value of the Fund's average daily
net assets. The
(CONTINUED ON REVERSE SIDE)
Distributor may pay one or more Service Agents in respect of distribution
services. The Distributor determines the amounts, if any, to be paid to
Service Agents under the Distribution Plan and the basis on which such
payments are made. The fees payable under the Distribution Plan are payable
without regard to actual expenses incurred.
IV.  RESULTS OF FUND SHAREHOLDER VOTE
        THE FOLLOWING INFORMATION SUPPLEMENTS AND SUPERSEDES ANY CONTRARY
INFORMATION CONTAINED IN THE FUND'S PROSPECTUS.
        On August 4, 1994, the Fund's shareholders voted to approve (i) a new
investment advisory agreement with Dreyfus, and (ii) a new Distribution Plan,
each of which became effective upon consummation of the merger between
Dreyfus and a subsidiary of Mellon.
550/551stkr082494



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