Registration Nos. 33-62626
811-7770
===============================================================
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. 2 /X/
and
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 /X/
Amendment No. 2 /X/
(Check appropriate box or boxes)
DREYFUS ASSET ALLOCATION FUND, INC.
(formerly, Dreyfus Growth and Value Fund, 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) 922-6130
Daniel C. Maclean III, Esq.
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)
copy to:
Lewis G. Cole, Esq.
Stroock & Stroock & Lavan
7 Hanover Square
New York, New York 10004-2594
Approximate Date of Proposed Public Offering: As soon as
practicable after this Registration Statement is declared
effective.
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)
___ on (date) pursuant to paragraph (a) of Rule 485
<PAGE>
Cross-Reference Sheet Pursuant to Rule 495(a)
Items in
Part A of
Form N-1A Caption Page
1 Cover Page Cover
2 Synopsis 3
3 Condensed Financial Information *
4 General Description of Registrant 4, 40
5 Management of the Fund 24
5(a) Management's Discussion of Fund's
Performance *
6 Capital Stock and Other Securities 40
7 Purchase of Securities Being Offered 25
8 Redemption or Repurchase 33
9 Pending Legal Proceedings *
Items in
Part B of
Form N-1A
10 Cover Page B-1
11 Table of Contents B-1
12 General Information and History *
13 Investment Objectives and Policies B-2
14 Management of the Fund B-10
15 Control Persons and Principal Holders B-11
of Securities
16 Investment Advisory and Other Services B-11
17 Brokerage Allocation and Other Practices B-25
18 Capital Stock and Other Securities B-27
19 Purchase, Redemption and Pricing of B-13,
Securities Being Offered B-15, B-21
20 Tax Status *
21 Underwriters B-13
22 Calculations of Performance Data B-26
23 Financial Statements B-28
Items in
Part C of
Form N-1A
24 Financial Statements and Exhibits C-1
25 Persons Controlled by or Under Common C-2
Control with Registrant
26 Number of Holders of Securities C-2
27 Indemnification C-2
28 Business and Other Connections of C-3
Investment Adviser
29 Principal Underwriters C-30
30 Location of Accounts and Records C-37
31 Management Services C-37
32 Undertakings C-37
- ---------
*Omitted since answer is negative or inapplicable.
<PAGE>
DREYFUS ASSET ALLOCATION FUND, INC.
Supplement to Prospectus Dated ________, 1994
The following information supplements and should be read in
conjunction with the section of the Fund's Prospectus entitled
"Management of the Fund."
The Fund's manager, The Dreyfus Corporation ("Dreyfus"),
has entered into an Agreement and Plan of Merger providing for
the merger of Dreyfus with a subsidiary of Mellon Bank
Corporation ("Mellon").
Following the merger, Dreyfus will be a direct subsidiary
of Mellon, whose principal banking subsidiary is Mellon Bank N.A.
Closing of this merger is subject to a number of contingencies,
including the receipt of certain regulatory approvals and the
approvals of the stockholders of Dreyfus and of Mellon. The
merger is expected to occur in mid-1994, but could occur
significantly later.
As a result of regulatory requirements and the terms of the
Merger Agreement, Dreyfus will seek various approvals from the
Fund's board and shareholders before completion of the merger.
Shareholder approval will be solicited by a proxy statement.
<PAGE>
PROSPECTUS _____ __, 1994
DREYFUS ASSET ALLOCATION FUND, INC.
Dreyfus Asset Allocation Fund, Inc. (the "Fund") is an
open-end, management investment company, known as a
mutual fund. The Fund permits you to invest in three separate
non-diversified portfolios (each, a "Portfolio"):
Dreyfus Aggressive Large Capitalization Asset Allocation
Portfolio; Dreyfus Conservative Large Capitalization Asset
Allocation Portfolio; and Dreyfus Aggressive Small and Mid-Cap
Asset Allocation Portfolio. Each Portfolio's goal is to
maximize total return, consisting of capital appreciation and
current income. Each portfolio will follow an investment
strategy that actively allocates the Portfolio's assets among
common stocks, U.S. Treasury Notes and Bonds and short-
term money market instruments. In addition to usual investment
practices, each Portfolio will use speculative
investment techniques such as short-selling, borrowing for
investment purposes, and futures and options transactions.
You can invest, reinvest or redeem shares at any time
without charge or penalty imposed by the Fund. You can
purchase or redeem shares by telephone using Dreyfus
TeleTransfer.
The Dreyfus Corporation professionally manages each
Portfolio.
Shares of each Portfolio bear certain costs pursuant to a
Distribution Plan adopted in accordance with Rule
12b-1 under the Investment Company Act of 1940 and a Shareholder
Services Plan.
This Prospectus sets forth concisely information about
the Fund that you should know before investing. It
should be read and retained for future reference.
Part B (also known as the Statement of Additional
Information), dated ____________, 1994, which may be revised
from time to time, provides a further discussion of certain areas
in this Prospectus and other matters which may be of
interest to some investors. It has been filed with the
Securities and Exchange Commission and is incorporated herein by
reference. For a free copy, write to the Fund at 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144, or call
1-800-645-6561. When telephoning, ask for Operator 666.
Mutual fund shares are not deposits or obligations of, or
guaranteed or endorsed by, any bank, and are not
federally insured by the Federal Deposit Insurance Corporation,
the Federal Reserve Board or any other agency. The net
asset value of funds of this type will fluctuate from time to
time.
<PAGE>
TABLE OF CONTENTS
Page
Annual Fund Operating Expenses. . . . . . . .
Condensed Financial Information . . . . . . .
Description of the Fund . . . . . . . . . . .
Management of the Fund. . . . . . . . . . . .
How to Buy Fund Shares. . . . . . . . . . . .
Shareholder Services. . . . . . . . . . . . .
How to Redeem Fund Shares . . . . . . . . . .
Distribution Plan and Shareholder
Services Plan. . . . . . . . . . . . . . . .
Dividends, Distributions and Taxes. . . . . .
Performance Information . . . . . . . . . . .
General Information . . . . . . . . . . . . .
______________________________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
______________________________________________________________
<PAGE>
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
<TABLE>
<CAPTION>
Aggressive Conservative Aggressive
Large Large Small and Mid
Capitalization Capitalization Capitalization
Portfolio Portfolio Portfolio
<S> <C> <C> <C>
Management Fees . . . . . . . . .75% .75% .75%
12b-1 Fees. . . . . . . . . . . .50% .50% .50%
Other Expenses. . . . . . . . . 1.30% 1.30% 1.30%
Total Portfolio Operating
Expenses. . . . . . . . . . . 2.55% 2.55% 2.55%
EXAMPLE:
You would pay the
following expenses on a $1,000
investment, assuming (1) 5%
annual return and (2) redemption
at the end of each time period:
1 YEAR . . . . . . . . . $26 $26 $26
3 YEARS. . . . . . . . . $79 $79 $79
</TABLE>
THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE
CONSIDERED AS REPRESENTATIVE OF PAST OR FUTURE EXPENSES AND
ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE INDICATED.
MOREOVER, WHILE THE EXAMPLE ASSUMES A 5% ANNUAL RETURN, EACH
PORTFOLIO'S ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN
ACTUAL RETURN GREATER OR LESS THAN 5%.
________________________________________________________________
The purpose of the foregoing table is to assist
you in understanding the various costs and expenses borne by the
Fund, and therefore indirectly by investors, the payment of
which will reduce investors' return on an annual basis. Other
Expenses and Total Fund Operating Expenses are based on
estimated amounts for the current fiscal year. The information
in the foregoing table does not reflect any fee waivers or
expense reimbursement arrangements that may be in effect.
Certain Service Agents (as defined below) may charge their
clients direct fees for effecting transactions in a relevant
Portfolio's shares; such fees are not reflected in the foregoing
table. Long-term investors could pay more in 12b-1 fees than
the economic equivalent of paying a front-end sales charge. For
a further description of the various costs and expenses incurred
in the operation of the Fund, as well as expense reimbursement
or waiver arrangements, see "Management of the Fund," "How to
Buy Fund Shares" and "Distribution Plan and Shareholder Services
Plan."
CONDENSED FINANCIAL INFORMATION
[To be filed by Amendment]
DESCRIPTION OF THE FUND
GENERAL--The Fund is a "series fund," which is a mutual fund
divided into separate portfolios. Each Portfolio is treated as
a separate entity for certain matters under the Investment
Company Act of 1940 and for other purposes, and a shareholder of
one Portfolio is not deemed to be a shareholder of any other
Portfolio. As described below, for certain matters Fund
shareholders vote together as a group; as to others they vote
separately by Portfolio.
INVESTMENT OBJECTIVE--Each Portfolio's goal is to maximize total
return, consisting of capital appreciation and current income.
Each Portfolio's investment objective cannot be changed without
approval by the holders of a majority (as defined in the
Investment Company Act of 1940) of such Portfolio's outstanding
voting shares. There can be no assurance that a Portfolio's
investment objective will be achieved.
MANAGEMENT POLICIES--Each Portfolio seeks to achieve its
investment objective by following an asset allocation strategy
that contemplates shifts, which may be frequent, among common
stocks, U.S. Treasury Notes and Bonds with remaining maturities
at the time of purchase of at least one year, and short-term
money market instruments. The Portfolio's differ only with
respect to the types of common stocks in which they may invest
and their asset class weightings.
Dreyfus Aggressive Large Capitalization Asset
Allocation Portfolio's asset class weightings, under normal
circumstances, are anticipated to be 55% in common stocks, 35%
in U.S. Treasury Notes and Bonds and 10% in short-term money
market instruments. The Portfolio's investments in common
stocks will consist of those included in the Standard & Poor's
500 Stock Index* (the "S&P 500 Index").
_________________
* "Standard & Poor's," "S&PR" and "S&P 500R" are
trademarks of Standard & Poor's Corporation. The Fund
is not sponsored, endorsed, sold or promoted by
Standard & Poor's Corporation.
Dreyfus Conservative Large Capitalization Asset
Allocation Portfolio's asset class weightings, under normal
circumstances, are anticipated to be 35% in common stocks, 55%
in U.S. Treasury Notes and Bonds and 10% in short-term money
market instruments. The Portfolio's investments in common
stocks will consist of those included in the S&P 500 Index.
Dreyfus Agressive Small and Mid-Cap Asset
Allocation Portfolio's asset class weightings, under normal
circumstances, are anticipated to be 55% in common stocks, 35%
in U.S. Treasury Notes and Bonds and 10% in short-term money
market instruments. The Portfolio's investments in common
stocks will consist of those included in the Wilshire 4500
Index, which is composed of common stocks of approximately 5,000
predominantly medium- and small-capitalization companies that
are not included in the S&P 500 Index.
The Dreyfus Corporation has broad latitude in
selecting the class of investments and market sectors in which
each Portfolio will invest. Each Portfolio will not be managed
as a balanced portfolio and is not required to maintain a
portion of its investments in each of its permitted investment
types at all times. Thus, during the course of a business
cycle, for example, a Portfolio may invest solely in common
stocks, U.S. Treasury Notes and Bonds or short-term money market
instruments, or in a combination of these classes of
investments. The asset allocation mix for each Portfolio will
be determined by The Dreyfus Corporation at any given time in
light of its assessment of current economic conditions and
investment opportunities. Some of the factors that The Dreyfus
Corporation may consider in determining each Portfolio's asset
allocation mix include the following: (1) level and direction
of long-term interest rates versus short-term interest rates;
(2) historical investment returns for each asset class in which
the Fund can invest relative to the prevailing business cycle;
and (3) general economic conditions, such as current inflation,
unemployment and capacity utilization figures, that could affect
investments. The asset allocation mix selected will be a
primary determinant of the Fund's investment performance. Under
certain market conditions, limiting the Fund's asset allocation
among these asset classes may inhibit the Fund's ability to
achieve its investment objective of maximum total return.
COMMON STOCKS--The common stocks in which the Dreyfus Aggressive
Large Capitalization Asset Allocation Portfolio and the Dreyfus
Conservative Large Capitalization Asset Allocation Portfolio
invest will consist of those included in the S&P 500 Index. The
common stocks in which the Dreyfus Aggressive Small and Mid
Capitalization Portfolio invests will consist of those included
in the Wilshire 4500 Index.
U.S. TREASURY NOTES AND BONDS--Each Portfolio invests in U.S.
Treasury Notes and Bonds with remaining maturities at the time
of purchase by the Portfolio of at least one year. Under normal
circumstances, the dollar-weighted average maturity of this
portion of each Portfolio's investments is expected to range
between 3 and 10 years.
MONEY MARKET INSTRUMENTS--The short-term money market
instruments in which each Portfolio invests consist of U.S.
Government securities, bank obligations, including certificates
of deposit, time deposits and bankers' acceptances and other
short-term obligations of domestic or foreign banks, domestic
savings and loan associations and other banking institutions
having total assets in excess of $1 billion; commercial paper,
and repurchase agreements, as set forth under "Certain Portfolio
Securities" below. The Portfolios will purchase only money
market instruments having remaining maturities of 13 months or
less. A Portfolio may invest up to 100% of its assets in money
market instruments, but at no time will such Portfolio's
investments in bank obligations, including time deposits, exceed
25% of its assets.
INVESTMENT TECHNIQUES
Each Portfolio also may engage in various investment and hedging
techniques such as leveraging, short-selling , options and
futures transactions, and lending portfolio securities, each of
which involves risk. Options and futures transactions involve
so called "derivative securities." See "Risk Factors" below.
LEVERAGE THROUGH BORROWING--Each Portfolio may borrow for
investment purposes. This borrowing, which is known as
leveraging, generally will be unsecured, except to the extent a
Portfolio enters into reverse repurchase agreements described
below. The Investment Company Act of 1940 requires each
Portfolio to maintain continuous asset coverage (that is, total
assets including borrowings, less liabilities exclusive of
borrowings) of 300% of the amount borrowed. If the 300% asset
coverage should decline as a result of market fluctuations or
other reasons, a Portfolio may be required to sell some of its
portfolio holdings within three days to reduce the debt and
restore the 300% asset coverage, even though it may be
disadvantageous from an investment standpoint to sell securities
at that time. Leveraging may exaggerate the effect on net asset
value of any increase or decrease in the market value of the
Portfolio's investment securities. Money borrowed for
leveraging will be subject to interest costs that may or may not
be recovered by appreciation of the securities purchased; in
certain cases, interest costs may exceed the return received on
the securities purchased. Each Portfolio also may be required
to maintain minimum average balances in connection with such
borrowing or to pay a commitment or other fee to maintain a line
of credit; either of these requirements would increase the cost
of borrowing over the stated interest rate.
Among the forms of borrowing in which each
Portfolio may engage is the entry into reverse repurchase
agreements with banks, brokers or dealers. These transactions
involve the transfer by a Portfolio of an underlying debt
instrument in return for cash proceeds based on a percentage of
the value of the security. The Portfolio retains the right to
receive interest and principal payments on the security. At an
agreed upon future date, the Portfolio repurchases the security
at principal, plus accrued interest. In certain types of
agreements, there is no agreed upon repurchase date and interest
payments are calculated daily, often based on the prevailing
overnight repurchase rate. Each Portfolio will maintain in a
segregated custodial account cash or U.S. Government securities
or other high quality liquid debt securities at least equal to
the aggregate amount of its reverse repurchase obligations, plus
accrued interest, in certain cases, in accordance with releases
promulgated by the Securities and Exchange Commission. The
Securities and Exchange Commission views reverse repurchase
transactions as collateralized borrowings by the relevant
Portfolio. These agreements, which are treated as if
reestablished each day, are expected to provide the Portfolios
with a flexible borrowing tool.
SHORT-SELLING--Each Portfolio may make short sales, which are
transactions in which the Portfolio sells a security it does not
own in anticipation of a decline in the market value of that
security. To complete such a transaction, the Portfolio must
borrow the security to make delivery to the buyer. The
Portfolio then is obligated to replace the security borrowed by
purchasing it at the market price at the time of replacement.
The price at such time may be more or less than the price at
which the security was sold by the Portfolio. Until the
security is replaced, the Portfolio is required to pay to the
lender amounts equal to any dividends, interest or other
distributions which accrue during the period of the loan. To
borrow the security, the Portfolio also may be required to pay a
premium, which would increase the cost of the security sold.
The proceeds of the short sale will be retained by the broker,
to the extent necessary to meet margin requirements, until the
short position is closed out.
Until a Portfolio closes its short position or
replaces the borrowed security, the Portfolio will:
(a) maintain a segregated account, containing cash or U.S.
Government securities, at such a level that (i) the amount
deposited in the account plus the amount deposited with the
broker as collateral will equal the current value of the
security sold short and (ii) the amount deposited in the
segregated account plus the amount deposited with the broker as
collateral will not be less than the market value of the
security at the time it was sold short; or (b) otherwise cover
its short position.
A Portfolio will incur a loss as a result of the
short sale if the price of the security increases between the
date of the short sale and the date on which the Portfolio
replaces the borrowed security. A Portfolio will realize a gain
if the security declines in price between those dates. This
result is the opposite of what one would expect from a cash
purchase of a long position in a security. The amount of any
gain will be decreased, and the amount of any loss increased, by
the amount of any premium or amounts in lieu of dividends,
interest or other distributions the Portfolio may be required to
pay in connection with a short sale.
Each Portfolio may purchase call options to
provide a hedge against an increase in the price of a security
sold short by the Portfolio. When a Portfolio purchases a call
option it has to pay a premium to the person writing the option
and a commission to the broker selling the option. If the
option is exercised by the Portfolio, the premium and the
commission paid may be more than the amount of the brokerage
commission charged if the security were to be purchased
directly. See "Call and Put Options on Specific Securities"
below.
The Fund anticipates that the frequency of short
sales on behalf of a Portfolio will vary substantially under
different market conditions, and it does not intend that any
specified portion of a Portfolio's assets, as a matter of
practice, will be invested in short sales. However, no
securities will be sold short if, after effect is given to any
such short sale, the total market value of all securities sold
short by a Portfolio would exceed 25% of the value of such
Portfolio's net assets.
In addition to the short sales discussed above,
each Portfolio may make short sales "against the box," a
transaction in which the Portfolio enters into a short sale of a
security which the Fund owns. The proceeds of the short sale
will be held by a broker until the settlement date at which time
the Fund delivers the security to close the short position. The
Fund receives the net proceeds from the short sale. The Fund at
no time will have more than 15% of the value of a Portfolio's
net assets in deposits on short sales against the box.
CALL AND PUT OPTIONS ON SPECIFIC SECURITIES--Each Portfolio may
invest up to 5% of its assets, represented by the premium paid,
in the purchase of call and put options in respect of specific
securities (or groups or "baskets" of specific securities) in
which the Portfolio may invest. Each Portfolio may write
covered call and put option contracts to the extent of 20% of
the value of its net assets at the time such option contracts
are written. A call option gives the purchaser of the option
the right to buy, and obligates the writer to sell, the
underlying security or securities at the exercise price at any
time during the option period. Conversely, a put option gives
the purchaser of the option the right to sell, and obligates the
writer to buy, the underlying security or securities at the
exercise price at any time during the option period. A covered
call option sold by a Portfolio, which is a call option with
respect to which the Portfolio owns the underlying security or
securities, exposes the Portfolio during the term of the option
to possible loss of opportunity to realize appreciation in the
market price of the underlying security or securities or to
possible continued holding of a security or securities which
might otherwise have been sold to protect against depreciation
in the market price thereof. A covered put option sold by a
Portfolio exposes the Portfolio during the term of the option to
a decline in price of the underlying security or securities. A
put option sold by a Portfolio is covered when, among other
things, cash or liquid securities are placed in a segregated
account with the Fund's custodian to fulfill the obligation
undertaken.
To close out a position when writing covered
options, a Portfolio may make a "closing purchase transaction,"
which involves purchasing an option on the same security or
securities with the same exercise price and expiration date as
the option which it has previously written. To close out a
position as a purchaser of an option, a Portfolio may make a
"closing sale transaction," which involves liquidating the
Portfolio's position by selling the option previously purchased.
A Portfolio will realize a profit or loss from a closing
purchase or sale transaction depending upon the difference
between the amount paid to purchase an option and the amount
received from the sale thereof.
The Fund intends to treat options in respect of
specific securities that are not traded on a national securities
exchange and the securities underlying covered call options
written by the Portfolios as illiquid securities. See "Certain
Portfolio Securities--Illiquid Securities" below.
Each Portfolio will purchase options only to the
extent permitted by the policies of state securities authorities
in states where shares of the Portfolios are qualified for offer
and sale.
STOCK INDEX OPTIONS--Each Portfolio may purchase and write put
and call options on stock indexes listed on U.S. securities
exchanges or traded in the over-the-counter market. A stock
index fluctuates with changes in the market values of the stocks
included in the index.
The effectiveness of purchasing or writing stock
index options will depend upon the extent to which price
movements in the Portfolio's investments correlate with price
movements of the stock index selected. Because the value of an
index option depends upon movements in the level of the index
rather than the price of a particular stock, whether a Portfolio
will realize a gain or loss from the purchase or writing of
options on an index depends upon movements in the level of stock
prices in the stock market generally or, in the case of certain
indexes, in an industry or market segment, rather than movements
in the price of a particular stock. Accordingly, successful use
by each Portfolio of options on stock indexes will be subject to
The Dreyfus Corporation's ability to predict correctly movements
in the direction of the stock market generally or of a
particular industry. This requires different skills and
techniques than predicting changes in the price of individual
stocks.
When a Portfolio writes an option on a stock
index, the Portfolio will place in a segregated account with its
custodian cash or liquid securities in an amount at least equal
to the market value of the underlying stock index and will
maintain the account while the option is open or otherwise will
cover the transaction.
FUTURES TRANSACTIONS - IN GENERAL--The Fund is not a commodity
pool. However, as a substitute for a comparable market position
in the underlying securities and for hedging purposes, each
Portfolio may engage in futures and options on futures
transactions as described below.
Each Portfolio's commodities transactions must
constitute bona fide hedging or other permissible transactions
pursuant to regulations promulgated by the Commodity Futures
Trading Commission. In addition, a Portfolio may not engage in
such transactions if the sum of the amount of initial margin
deposits and premiums paid for unexpired commodity options,
other than for bona fide hedging transactions, would exceed 5%
of the liquidation value of the Portfolio's assets, after taking
into account unrealized profits and unrealized losses on such
contracts it has entered into; provided, however, that in the
case of an option that is in-the-money at the time of purchase,
the in-the-money amount may be excluded in calculating the 5%.
Pursuant to regulations and/or published positions of the
Securities and Exchange Commission, each Portfolio may be
required to segregate cash or high quality money market
instruments in connection with its commodities transactions in
an amount generally equal to the value of the underlying
commodity.
Initially, when purchasing or selling futures
contracts a Portfolio will be required to deposit with the
Fund's custodian in the broker's name an amount of cash or cash
equivalents up to approximately 10% of the contract amount.
This amount is subject to change by the exchange or board of
trade on which the contract is traded and members of such
exchange or board of trade may impose their own higher
requirements. This amount is known as "initial margin" and is
in the nature of a performance bond or good faith deposit on the
contract which is returned to the Portfolio upon termination of
the futures position, assuming all contractual obligations have
been satisfied. Subsequent payments, known as "variation
margin," to and from the broker will be made daily as the price
of the index or securities underlying the futures contract
fluctuates, making the long and short positions in the futures
contract more or less valuable, a process known as
"marking-to-market." At any time prior to the expiration of a
futures contract, the Portfolio may elect to close the position
by taking an opposite position at the then prevailing price,
which will operate to terminate the Portfolio's existing
position in the contract.
Although each Portfolio 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 a Portfolio to
substantial losses. If it is not possible, or the Portfolio
determines not, to close a futures position in anticipation of
adverse price movements, the Portfolio will be required to make
daily cash payments of variation margin. In such circumstances,
an increase in the value of the portion of a Portfolio's
securities being hedged, if any, may offset partially or
completely losses on the futures contract. However, no
assurance can be given that the price of the securities being
hedged will correlate with the price movements in a futures
contract and thus provide an offset to losses on the futures
contract.
In addition, due to the risk of an imperfect
correlation between securities owned by a Portfolio that are the
subject of a hedging transaction and the futures contract used
as a hedging device, it is possible that the hedge will not be
fully effective in that, for example, losses on the portfolio
securities may be in excess of gains on the futures contract or
losses on the futures contract may be in excess of gains on the
portfolio securities that were the subject of the hedge. In
futures contracts based on indexes, the risk of imperfect
correlation increases as the composition of a Portfolio's
securities vary from the composition of the index. In an effort
to compensate for the imperfect correlation of movements in the
price of the securities being hedged and movements in the price
of futures contracts, the Portfolio may buy or sell futures
contracts in a greater or lesser dollar amount than the dollar
amount of the securities being hedged if the historical
volatility of the futures contract has been less or greater than
that of the securities. Such "over hedging" or "under hedging"
may adversely affect a Portfolio's net investment results if
market movements are not as anticipated when the hedge is
established.
Successful use of futures by a Portfolio also is
subject to The Dreyfus Corporation's ability to predict
correctly movements in the direction of the market or interest
rates. For example, if a Portfolio has hedged against the
possibility of a decline in the market adversely affecting the
value of securities held in its portfolio and prices increase
instead, the Portfolio will lose part or all of the benefit of
the increased value of securities which it has hedged because it
will have offsetting losses in its futures positions. In
addition, in such situations, if the Portfolio has insufficient
cash, it may have to sell securities to meet daily variation
margin requirements. Such sales of securities may, but will not
necessarily, be at increased prices which reflect the rising
market. The Portfolio may have to sell securities at a time
when it may be disadvantageous to do so.
An option on a futures contract gives the
purchaser the right, in return for the premium paid, to assume a
position in a futures contract (a long position if the option is
a call and a short position if the option is a put) at a
specified exercise price at any time during the option exercise
period. The writer of the option is required upon exercise to
assume an offsetting futures position (a short position if the
option is a call and a long position if the option is a put).
Upon exercise of the option, the assumption of offsetting
futures positions by the writer and holder of the option will be
accompanied by delivery of the accumulated cash balance in the
writer's futures margin account which represents the amount by
which the market price of the futures contract, at exercise,
exceeds, in the case of a call, or is less than, in the case of
a put, the exercise price of the option on the futures contract.
Call options sold by a Portfolio with respect to
futures contracts will be covered by, among other things,
entering into a long position in the same contract at a price no
higher than the strike price of the call option, or by ownership
of the instruments underlying, or instruments the prices of
which are expected to move relatively consistently with the
instruments underlying, the futures contract. Put options sold
by a Portfolio with respect to futures contracts will be covered
in the same manner as put options on specific securities as
described above.
STOCK INDEX FUTURES AND OPTIONS ON STOCK INDEX FUTURES--Each
Portfolio may purchase and sell stock index futures contracts
and options on stock index futures contracts.
A stock index future obligates the seller to
deliver (and the purchaser to take) an amount of cash equal to a
specific dollar amount times the difference between the value of
a specific stock index at the close of the last trading day of
the contract and the price at which the agreement is made. No
physical delivery of the underlying stocks in the index is made.
With respect to stock indexes that are permitted investments,
each Portfolio intends to purchase and sell futures contracts on
the stock index for which it can obtain the best price with
consideration also given to liquidity.
The price of stock index futures may not
correlate perfectly with the movement in the stock index because
of certain market distortions. First, all participants in the
futures market are subject to margin deposit and maintenance
requirements. Rather than meeting additional margin deposit
requirements, investors may close futures contracts through
offsetting transactions which would distort the normal
relationship between the index and futures markets. Secondly,
from the point of view of speculators, the deposit requirements
in the futures market are less onerous than margin requirements
in the securities market. Therefore, increased participation by
speculators in the futures market also may cause temporary price
distortions.
INTEREST RATE FUTURES CONTRACTS AND OPTIONS ON INTEREST RATE
FUTURES CONTRACTS--Each Portfolio may invest in interest rate
futures contracts and options on interest rate futures contracts
as a substitute for a comparable market position and to hedge
against adverse movements in interest rates.
To the extent a Portfolio has invested in
interest rate futures contracts or options on interest rate
futures contracts as a substitute for a comparable market
position, the Portfolio will be subject to the investment risks
of having purchased the securities underlying the contract.
Each Portfolio may purchase call options on
interest rate futures contracts to hedge against a decline in
interest rates and may purchase put options on interest rate
futures contracts to hedge its portfolio securities against the
risk of rising interest rates.
Each Portfolio may sell call options on interest
rate futures contracts to partially hedge against declining
prices of its portfolio securities. If the futures price at
expiration of the option is below the exercise price, the
Portfolio will retain the full amount of the option premium
which provides a partial hedge against any decline that may have
occurred in such Portfolio's holdings. Each Portfolio may sell
put options on interest rate futures contracts to hedge against
increasing prices of the securities which are deliverable upon
exercise of the futures contract. If the futures price at
expiration of the option is higher than the exercise price, the
Portfolio will retain the full amount of the option premium
which provides a partial hedge against any increase in the price
of securities which the Portfolio intends to purchase. If a put
or call option sold by a Portfolio is exercised, the Portfolio
will incur a loss which will be reduced by the amount of the
premium it receives. Depending on the degree of correlation
between changes in the value of its portfolio securities and
changes in the value of its futures positions, a Portfolio's
losses from existing options on futures may to some extent be
reduced or increased by changes in the value of its portfolio
securities.
Each Portfolio also may sell options on interest
rate futures contracts as part of closing purchase transactions
to terminate its options positions. No assurance can be given
that such closing transactions can be effected or that there
will be a correlation between price movements in the options on
interest rate futures and price movements in a Portfolio's
securities which are the subject of the hedge. In addition, a
Portfolio's purchase of such options will be based upon
predictions as to anticipated interest rate trends, which could
prove to be inaccurate.
FUTURE DEVELOPMENTS--Each Portfolio may take advantage of
opportunities in the area of options and futures contracts and
options on futures contracts and any other derivative
investments which are not presently contemplated for use by the
Fund or which are not currently available but which may be
developed, to the extent such opportunities are both consistent
with the Portfolio's investment objective and legally
permissible for the Portfolio. Before entering into such
transactions or making any such investment on behalf of a
Portfolio, the Fund will provide appropriate disclosure in its
prospectus.
LENDING PORTFOLIO SECURITIES--From time to time, each Portfolio
may lend securities from its portfolio to brokers, dealers and
other financial institutions needing to borrow securities to
complete certain transactions. Such loans may not exceed 33-
1/3% of the value of such Portfolio's total assets. In
connection with such loans, the Portfolio will receive
collateral consisting of cash, U.S. Government securities or
irrevocable letters of credit which will be maintained at all
times in an amount equal to at least 100% of the current market
value of the loaned securities. Each Portfolio can increase its
income through the investment of such collateral. A Portfolio
engaging in the portfolio loan transaction continues to be
entitled to payments in amounts equal to the interest, dividends
or other distributions payable on the loaned security and
receives interest on the amount of the loan. Such loans will be
terminable at any time upon specified notice. A Portfolio might
experience risk of loss if the institution with which it has
engaged in a portfolio loan transaction breaches its agreement
with the Portfolio.
FORWARD COMMITMENTS-- Each Portfolio may purchase debt
securities on a when-issued or forward commitment basis, which
means that the price is fixed at the time of commitment, but
delivery and payment ordinarily take place a number of days
after the date of the commitment to purchase. A Portfolio will
make commitments to purchase such securities only with the
intention of actually acquiring the securities, but the
Portfolio may sell these securities before the settlement date
if it is deemed advisable. A Portfolio will not accrue income
in respect of a security purchased on a when-issued or forward
commitment basis prior to its stated delivery date.
Securities purchased on a when-issued or forward
commitment basis and certain other debt securities held by the
Fund are subject to changes in value (both generally changing in
the same way, i.e., appreciating when interest rates decline and
depreciating when interest rates rise) based upon the public's
perception of the creditworthiness of the issuer and changes,
real or anticipated, in the level of interest rates. Securities
purchased on a when-issued or forward commitment basis may
expose a Portfolio to risk because they may experience such
fluctuations prior to their actual delivery. Purchasing debt
securities on a when-issued or forward commitment basis can
involve the additional risk that the yield available in the
market when the delivery takes place actually may be higher than
that obtained in the transaction itself. A segregated account
of the Fund consisting of cash, cash equivalents or U.S.
Government securities or other high quality liquid debt
securities at least equal at all times to the amount of the
when-issued or forward commitments will be established and
maintained at the Fund's custodian bank. Purchasing debt
securities on a when-issued or forward commitment basis when a
Portfolio is fully or almost fully invested may result in
greater potential fluctuation in the value of the Portfolio's
net assets and its net asset value per share.
CERTAIN PORTFOLIO SECURITIES
U.S. GOVERNMENT SECURITIES--Each Portfolio may purchase
securities issued or guaranteed by the U.S. Government or its
agencies or instrumentalities, which include U.S. Treasury
securities that differ in their interest rates, maturities and
times of issuance. Treasury Bills have initial maturities of
one year or less; Treasury Notes have initial maturities of one
to ten years; and Treasury Bonds generally have initial
maturities of greater than ten years. Some obligations issued
or guaranteed by U.S. Government agencies and instrumentalities,
for example, Government National Mortgage Association pass-
through certificates, are supported by the full faith and credit
of the U.S. Treasury; others, such as those of the Federal Home
Loan Banks, by the right of the issuer to borrow from the U.S.
Treasury; others, such as those issued by the Federal National
Mortgage Association, by discretionary authority of the U.S.
Government to purchase certain obligations of the agency or
instrumentality; and others, such as those issued by the Student
Loan Marketing Association, only by the credit of the agency or
instrumentality. These securities bear fixed, floating or
variable rates of interest. Principal and interest may
fluctuate based on generally recognized reference rates or the
relationship of rates. While the U.S. Government provides
financial support to such U.S. Government-sponsored agencies or
instrumentalities, no assurance can be given that it will always
do so, because the U.S. Government is not obligated to do so by
law.
ZERO COUPON SECURITIES--Each Portfolio may invest in zero coupon
U.S. Treasury securities, which are Treasury Notes and Bonds
that have been stripped of their unmatured interest coupons, the
coupons themselves and receipts or certificates representing
interests in such stripped debt obligations and coupons. Each
Portfolio also may invest in zero coupon securities issued by
corporations and financial institutions which constitute a
proportionate ownership of the issuer's pool of underlying U.S.
Treasury securities. A zero coupon security pays no interest to
its holder during its life and is sold at a discount to its face
value at maturity. The amount of the discount fluctuates with
the market price of the security. The market prices of zero
coupon securities generally are more volatile than the market
prices of securities that pay interest periodically and are
likely to respond to a greater degree to changes in interest
rates than non-zero coupon securities having similar maturities
and credit qualities.
REPURCHASE AGREEMENTS--Repurchase agreements involve the
acquisition by a Portfolio of an underlying debt instrument,
subject to an obligation of the seller to repurchase, and the
Portfolio to resell, the instrument at a fixed price, usually
not more than one week after its purchase. The Fund's custodian
or subcustodian will have custody of, and will hold in a
segregated account, securities acquired by a Portfolio under a
repurchase agreement. Repurchase agreements are considered by
the staff of the Securities and Exchange Commission to be loans
by the Portfolio which enters into them. In an attempt to
reduce the risk of incurring a loss on a repurchase agreement, a
Portfolio will enter into repurchase agreements only with
domestic banks with total assets in excess of $1 billion or
primary government securities dealers reporting to the Federal
Reserve Bank of New York, with respect to securities of the type
in which the Portfolio may invest, and will require that
additional securities be deposited with it if the value of the
securities purchased should decrease below resale price. The
Dreyfus Corporation will monitor on an ongoing basis the value
of the collateral to assure that it always equals or exceeds the
repurchase price. Certain costs may be incurred in connection
with the sale of the securities if the seller does not
repurchase them in accordance with the repurchase agreement. In
addition, if bankruptcy proceedings are commenced with respect
to the seller of the securities, realization on the securities
by the Portfolio may be delayed or limited. The Fund will
consider on an ongoing basis the creditworthiness of the
institutions with which a Portfolio enters into repurchase
agreements.
BANK OBLIGATIONS--Each Portfolio may purchase certificates of
deposit, time deposits, bankers' acceptances and other short-
term obligations of domestic banks, foreign subsidiaries of
domestic banks, foreign branches of domestic banks, and domestic
and foreign branches of foreign banks, domestic savings and loan
associations and other banking institutions. With respect to
such securities issued by foreign branches of domestic banks,
foreign subsidiaries of domestic banks, and domestic and foreign
branches of foreign banks, the Fund may be subject to additional
investment risks that are different in some respects from those
incurred by a fund which invests only in debt obligations of
U.S. domestic issuers. Such risks include possible future
political and economic developments, the possible imposition of
foreign withholding taxes on interest income payable on the
securities, the possible establishment of exchange controls or
the adoption of other foreign governmental restrictions which
might adversely affect the payment of principal and interest on
these securities and the possible seizure or nationalization of
foreign deposits.
Certificates of deposit are negotiable
certificates evidencing the obligation of a bank to repay funds
deposited with it for a specified period of time.
Time deposits are non-negotiable deposits
maintained in a banking institution for a specified period of
time at a stated interest rate. Time deposits which may be held
by each Portfolio will not benefit from insurance from the Bank
Insurance Fund or the Savings Association Insurance Fund
administered by the Federal Deposit Insurance Corporation. Each
Portfolio will not invest more than 15% of the value of its net
assets in time deposits that are illiquid and in other illiquid
securities.
Bankers' acceptances are credit instruments
evidencing the obligation of a bank to pay a draft drawn on it
by a customer. These instruments reflect the obligation both of
the bank and of the drawer to pay the face amount of the
instrument upon maturity. The other short-term obligations may
include uninsured, direct obligations bearing fixed, floating or
variable interest rates.
COMMERCIAL PAPER AND OTHER SHORT-TERM CORPORATE OBLIGATIONS--
Commercial paper consists of short-term, unsecured promissory
notes issued to finance short-term credit needs. The commercial
paper purchased by a Portfolio will consist only of direct
obligations which, at the time of their purchase, are (a) rated
not lower than Prime-1 by Moody's Investors Service, Inc.
("Moody's"), A-1 by S&P, F-1 by Fitch Investors Service, Inc.
("Fitch") or Duff-1 by Duff & Phelps, Inc. ("Duff"), (b) issued
by companies having an outstanding unsecured debt issue
currently rated not lower than Aa3 by Moody's or AA- by S&P,
Fitch or Duff, or (c) if unrated, determined by The Dreyfus
Corporation to be of comparable quality to those rated
obligations which may be purchased by the Portfolio. Each
Portfolio may purchase floating and variable rate demand notes
and bonds, which are obligations ordinarily having stated
maturities in excess of one year, but which permit the holder to
demand payment of principal at any time or at specified
intervals. Variable rate demand notes include variable amount
master demand notes, which are obligations that permit the
Portfolios to invest fluctuating amounts at varying rates of
interest pursuant to direct arrangements between the Fund, as
lender, and the borrower. These notes permit daily changes in
the amounts borrowed. As mutually agreed between the parties,
the Fund may increase the amount under the notes at any time up
to the full amount provided by the note agreement, or decrease
the amount, and the borrower may repay up to the full amount of
the note without penalty. Because these obligations are direct
lending arrangements between the lender and borrower, it is not
contemplated that such instruments generally will be traded, and
there generally is no established secondary market for these
obligations, although they are redeemable at face value, plus
accrued interest, at any time. Accordingly, where these
obligations are not secured by letters of credit or other credit
support arrangements, the Fund's right to redeem is dependent on
the ability of the borrower to pay principal and interest on
demand. In connection with floating and variable rate demand
obligations, The Dreyfus Corporation will consider, on an
ongoing basis, earning power, cash flow and other liquidity
ratios of the borrower, and the borrower's ability to pay
principal and interest on demand. Such obligations frequently
are not rated by credit rating agencies, and the Portfolios may
invest in them only if at the time of an investment the borrower
meets the criteria set forth above for other commercial paper
issuers.
ILLIQUID SECURITIES--Each Portfolio 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 Portfolio's investment objective. Such
securities may include securities that are not readily
marketable, such as certain 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 options traded in the over-the-counter market and
securities used to cover such options. As to these securities,
a Portfolio 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
Portfolio's net assets could be adversely affected. When
purchasing securities that have not been registered under the
Securities Act of 1933, as amended, and are not readily
marketable, the Fund will endeavor to obtain the right to
registration at the expense of the issuer. Generally, there
will be a lapse of time between the Fund's decision to sell any
such security and the registration of the security permitting
sale. During any such period, the price of the securities will
be subject to market fluctuations. However, if a substantial
market of qualified institutional buyers develops pursuant to
Rule 144A under the Securities Act of 1933, as amended, for
certain unregistered securities held by the Fund, the Fund
intends to treat such securities as liquid securities in
accordance with procedures approved by the Fund's Board of
Directors. Because it is not possible to predict with assurance
how the market for restricted securities pursuant to Rule 144A
will develop, the Fund's Board of Directors has directed The
Dreyfus Corporation to monitor carefully each Portfolio's
investments in such securities with particular regard to trading
activity, availability of reliable price information and other
relevant information. To the extent that, for a period of time,
qualified institutional buyers cease purchasing such restricted
securities pursuant to Rule 144A, the Portfolio's investing in
such securities may have the effect of increasing the level of
illiquidity in such Portfolio's investments during such period.
CERTAIN FUNDAMENTAL POLICIES
Each Portfolio may (i) borrow money to the extent
permitted under the Investment Company Act of 1940; and (ii)
invest up to 25% of the value of its total assets in the
securities of issuers in a single industry, provided that there
is no such limitation on investments in securities issued or
guaranteed by the U.S. Government, its agencies or
instrumentalities. This paragraph describes fundamental
policies that cannot be changed as to a Portfolio without
approval by the holders of a majority (as defined in the
Investment Company Act of 1940) of the Portfolio's outstanding
voting shares. See "Investment Objective and Management
Policies--Investment Restrictions" in the Fund's Statement of
Additional Information.
CERTAIN ADDITIONAL NON-FUNDAMENTAL POLICIES
Each Portfolio may (i) purchase securities of
any
company having less than three years' continuous operation
(including operations of any predecessors) if such purchase does
not cause the value of such Portfolio's investments in all such
companies to exceed 5% of the value of its total assets; (ii)
pledge, hypothecate, mortgage or otherwise encumber its assets,
but only to secure permitted borrowings; and (iii) invest up to
15% of the value of its net assets in repurchase agreements
providing for settlement in more than seven days after notice
and in other illiquid securities. See "Investment Objective and
Management Policies--Investment Restrictions" in the Fund's
Statement of Additional Information.
RISK FACTORS
CERTAIN INVESTMENT TECHNIQUES--The use of investment techniques
such as short-selling, engaging in financial futures and options
transactions, leverage through borrowing, purchasing securities
on a forward commitment basis and lending portfolio securities
involves greater risk than that incurred by many other funds
with a similar objective. Using these techniques may produce
higher than normal portfolio turnover and may affect the degree
to which a Portfolio's net asset value fluctuates. Portfolio
turnover may vary from year to year, as well as within a year.
Under normal market conditions, the portfolio turnover rate of a
Portfolio generally will not exceed 100%. Higher portfolio
turnover rates are likely to result in comparatively greater
brokerage commissions or transaction costs. See "Portfolio
Transactions" in the Fund's Statement of Additional Information.
The Fund's ability to engage in certain short-
term transactions may be limited by the requirement that, to
qualify as a regulated investment company, each Portfolio must
earn less than 30% of its gross income from the disposition of
securities held for less than three months. This 30% test
limits the extent to which a Portfolio may sell securities held
for less than three months, effect short sales of securities
held for less than three months, write options expiring in less
than three months and invest in certain futures contracts, among
other strategies. However, portfolio turnover will not
otherwise be a limiting factor in making investment decisions.
EQUITY SECURITIES--Investors should be aware that equity
securities fluctuate in value, often based on factors unrelated
to the value of the issuer of the securities, and that
fluctuations can be pronounced. Changes in the value of a
Portfolio's equity securities will result in changes in the
value of the Portfolio's shares and thus the Portfolio's yield
and total return to investors.
FIXED-INCOME SECURITIES--Investors should be aware that even
though interest-bearing securities are investments which promise
a stable stream of income, the prices of such securities are
inversely affected by changes in interest rates and, therefore,
are subject to the risk of market price fluctuations. Thus, if
interest rates have increased from the time a security was
purchased, such security, if sold, might be sold at a price less
than its cost. Similarly, if interest rates have declined from
the time a security was purchased, such security, if sold, might
be sold at a price greater than its cost. In either instance,
if the security was purchased at face value and held to
maturity, no gain or loss would be realized. The value of U.S.
Treasury securities also will be affected by the supply and
demand, as well as the perceived supply and demand, for such
securities.
INVESTING IN FOREIGN SECURITIES--Since the stocks of some
foreign issuers are included in the S&P 500 Index and the
Wilshire 4500 Index, a Portfolio's investments may contain
securities of such foreign issuers which may subject the
Portfolios to additional investment risks with respect to those
securities that are different in some respects from those
incurred by a fund which invests only in securities of domestic
issuers. Such risks include future political and economic
developments, the possible imposition of withholding taxes on
income payable on the securities, the possible establishment of
exchange controls or the adoption of other foreign governmental
restrictions which might adversely affect an investment in these
securities and the possible seizure or nationalization of
foreign deposits. No Portfolio will invest more than __% of the
value of its assets in the common stocks of foreign issuers.
See "Certain Portfolio Securities--Bank Obligations" above.
OTHER INVESTMENT CONSIDERATIONS--Each Portfolio's net asset
value is not fixed and should be expected to fluctuate. You
should purchase Portfolio shares only as a supplement to an
overall investment program and only if you are willing to
undertake the risks involved.
Federal income tax law requires the holder of a
zero coupon security or of certain pay-in-kind bonds to accrue
income with respect to these securities prior to the receipt of
cash payments. To maintain its qualification as a regulated
investment company and avoid liability for Federal income taxes,
each Portfolio may be required to distribute such income accrued
with respect to these securities and may have to dispose of such
securities under disadvantageous circumstances in order to
generate cash to satisfy these distribution requirements.
The Fund's classification as a "non-diversified"
investment company means that the proportion of each Portfolio's
assets that may be invested in the securities of a single issuer
is not limited by the Investment Company Act of 1940. A
"diversified investment company is required by the Investment
Company Act of 1940 generally, with respect to 75% of its total
assets, to invest not more than 5% of such assets in the
securities of a single issuer and to hold not more than 10% of
the outstanding voting securities of a single issuer. However,
each Portfolio intends to conduct its operations so as to
qualify as a "regulated investment company" for purposes of the
Internal Revenue Code of 1986, as amended (the "Code"), which
requires that, at the end of each quarter of its taxable year,
(i) at least 50% of the market value of each Portfolio's total
assets be invested in cash, U.S. Government securities, the
securities of other regulated investment companies and other
securities, with such other securities of any one issuer limited
for the purposes of this calculation to an amount not greater
than 5% of the value of each Portfolio's total assets and 10% of
the outstanding voting securities of such issuer, and (ii) not
more than 25% of the value of each Portfolio's total assets be
invested in the securities of any one issuer (other than U.S.
Government securities or the securities of other regulated
investment companies). Since a relatively high percentage of
the Fund's assets may be invested in the securities of a limited
number of issuers, some of which may be within the same industry
or economic sector, the Fund's securities may be more
susceptible to any single economic, political or regulatory
occurrence than the securities of a diversified investment
company.
Investment decisions for each Portfolio are made
independently from those of other investment companies or
accounts advised by The Dreyfus Corporation. However, if such
other investment companies or accounts are prepared to invest
in, or desire to dispose of, securities of the type in which a
Portfolio invests at the same time as such Portfolio, available
investments or opportunities for sales will be allocated
equitably to each. In some cases, this procedure may adversely
affect the size of the position obtained for or disposed of by
the Portfolio or the price paid or received by the Portfolio.
MANAGEMENT OF THE FUND
The Dreyfus Corporation, located at 200 Park
Avenue, New York, New York 10166, was formed in 1947 and serves
as the Fund's investment adviser. As of , 1994, The
Dreyfus Corporation managed or administered approximately $
billion in assets for more than million investor accounts
nationwide.
The Dreyfus Corporation supervises and assists in
the overall management of the Fund's affairs under a Management
Agreement with the Fund, subject to the overall authority of the
Fund's Board of Directors in accordance with Maryland law. The
primary investment officer of each Portfolio is ______________.
The Fund's other investment officers are identified under
"Management of the Fund" in the Fund's Statement of Additional
Information. The Dreyfus Corporation also provides research
services for the Fund as well as for other funds advised by The
Dreyfus Corporation through a professional staff of portfolio
managers and security analysts.
Under the terms of the Management Agreement, the
Fund has agreed to pay The Dreyfus Corporation a monthly fee at
the annual rate of .75 of 1% of the value of each Portfolio's
average daily net assets. The management fee is higher than
that paid by most other investment companies. From time to
time, The Dreyfus Corporation may waive receipt of its fees
and/or voluntarily assume certain expenses of the Fund, which
would have the effect of lowering the overall expense ratio of
the Fund and increasing yield to investors at the time such
amounts are waived or assumed, as the case may be. The Fund
will not pay The Dreyfus Corporation at a later time for any
amounts it may waive, nor will the Fund reimburse The Dreyfus
Corporation for any amounts it may assume. For the period July
1, 1993 (commencement of operations) through October 31, 1993,
no management fee was paid by the Fund with respect to the
Dreyfus Agressive Large Capitalization Asset Allocation
Portfolio.
All expenses incurred in the operation of the
Fund will be borne by the Fund, except to the extent
specifically assumed by The Dreyfus Corporation. The expenses
to be borne by the Fund include: organizational costs, taxes,
interest, loan commitment fees, interest and distributions paid
on securities sold short, brokerage fees and commissions, if
any, fees of Directors who are not officers, directors,
employees or holders of 5% or more of the outstanding voting
securities of The Dreyfus Corporation, Securities and Exchange
Commission fees, state Blue Sky qualification fees, advisory
fees, charges of custodians, transfer and dividend disbursing
agents' fees, certain insurance premiums, industry association
fees, outside auditing and legal expenses, costs of maintaining
the Fund's existence, costs of independent pricing services,
costs attributable to investor services (including, without
limitation, telephone and personnel expenses), costs of
shareholders' reports and meetings, costs of preparing and
printing certain prospectuses and statements of additional
information, and any extraordinary expenses. Expenses
attributable to a particular Portfolio are charged against the
assets of that Portfolio; other expenses of the Fund are
allocated between the Portfolios on the basis determined by the
Board of Directors, including, but not limited to,
proportionately in relation to the net assets of each Portfolio.
In addition, the Fund is subject to an annual
distribution fee for advertising, marketing and distributing
Portfolio shares and an annual service fee for ongoing personal
services relating to shareholder accounts and services related
to the maintenance of shareholder accounts. See "Distribution
Plan and Shareholder Services Plan."
The Dreyfus Corporation may pay Dreyfus Service
Corporation for shareholder and distribution services from The
Dreyfus Corporation's own assets, including the management fee
paid by the Fund. Dreyfus Service Corporation may use part or
all of such payments to pay securities dealers or others in
respect of these services.
The Shareholder Services Group, Inc., a
subsidiary of First Data Corporation, P.O. Box 9671, Providence,
Rhode Island 02940-9671, is the Fund's Transfer and Dividend
Disbursing Agent (the "Transfer Agent"). The Bank of New York,
110 Washington Street, New York, New York 10286, is the Fund's
Custodian.
HOW TO BUY FUND SHARES
The Fund's distributor is Dreyfus Service
Corporation, a wholly-owned subsidiary of The Dreyfus
Corporation located at 200 Park Avenue, New York, New York
10166. The shares it distributes are not deposits or
obligations of The Dreyfus Security Savings Bank, F.S.B. and
therefore are not insured by the Federal Deposit Insurance
Corporation.
You can purchase Portfolio shares through Dreyfus
Service Corporation or certain financial institutions,
securities dealers and other industry professionals
(collectively, "Service Agents") that have entered into
agreements with Dreyfus Service Corporation. Stock certificates
are issued only upon your written request. No certificates are
issued for fractional shares. The Fund reserves the right to
reject any purchase order.
The minimum initial investment is $2,500, or
$1,000 if you are a client of a Service Agent which has made an
aggregate minimum initial purchase for its customers of $2,500.
Subsequent investments must be at least $100. The initial
investment must be accompanied by the Fund's Account
Application. For full-time or part-time employees of The
Dreyfus Corporation or any of its affiliates or subsidiaries,
directors of The Dreyfus Corporation, Board members of a fund
advised by The Dreyfus Corporation, including members of the
Fund's Board, or the spouse or minor child of any of the
foregoing, the minimum initial investment is $1,000. For full-
time or part-time employees of The Dreyfus Corporation or any of
its affiliates or subsidiaries who elect to have a portion of
their pay directly deposited into their Fund account, the
minimum initial investment is $50. The Fund reserves the right
to offer Portfolio shares without regard to minimum purchase
requirements to employees participating in certain qualified or
non-qualified employee benefit plans or other programs where
contributions or account information can be transmitted in a
manner and form acceptable to the Fund. The Fund reserves the
right to vary further the initial and subsequent investment
minimum requirements at any time.
You may purchase Portfolio shares by check or
wire, or through the Dreyfus TeleTransfer Privilege described
below. Checks should be made payable to "The Dreyfus Family of
Funds," or, if for Dreyfus retirement plan accounts, to "The
Dreyfus Trust Company, Custodian." Payments to open new
accounts which are mailed should be sent to The Dreyfus Family
of Funds, P.O. Box 9387, Providence, Rhode Island 02940-9387,
together with your Account Application. For subsequent
investments, your Fund account number should appear on the check
and an investment slip should be enclosed and sent to The
Dreyfus Family of Funds, P.O. Box 105, Newark, New Jersey 07101-
0105. For Dreyfus retirement plan accounts, both initial and
subsequent investments should be sent to The Dreyfus Trust
Company, Custodian, P.O. Box 6427, Providence, Rhode Island
02940-6427. Neither initial nor subsequent investments should
be made by third party check. Purchase orders may be delivered
in person only to a Dreyfus Financial Center. THESE ORDERS WILL
BE FORWARDED TO THE FUND AND WILL BE PROCESSED ONLY UPON RECEIPT
THEREBY. For the location of the nearest Dreyfus Financial
Center, please call one of the telephone numbers listed under
"General Information."
Wire payments may be made if your account is in a
commercial bank that is a member of the Federal Reserve System
or any other bank having a correspondent bank in New York City.
Immediately available funds may be transmitted by wire to The
Bank of New York, together with the applicable Portfolio's DDA#
as shown below, for purchase of Portfolio shares in your name:
DDA# 8900118202/Dreyfus Asset Allocation Fund,
Inc./Dreyfus Aggressive Large Capitalization Asset Allocation
Portfolio
DDA#___________/Dreyfus Asset Allocation Fund,
Inc./Dreyfus Conservative Large Capitalization Asset Allocation
Portfolio
DDA#___________/Dreyfus Asset Allocation Fund,
Inc./Dreyfus Aggressive Small and Mid-Cap Asset Allocation
Portfolio
The wire must include your Fund account number (for new
accounts, your Taxpayer Identification Number ("TIN") should be
included instead), account registration and dealer number, if
applicable. If your initial purchase of Fund shares is by wire,
please call 1-800-645-6561 after completing your wire payment to
obtain your Fund account number. Please include your Fund
account number on the Fund's Account Application and promptly
mail the Account Application to the Fund, as no redemptions will
be permitted until the Account Application is received. You may
obtain further information about remitting funds in this manner
from your bank. All payments should be made in U.S. dollars
and, to avoid fees and delays, should be drawn only on U.S.
banks. A charge will be imposed if any check used for
investment in your account does not clear. The Fund makes
available to certain large institutions the ability to issue
purchase instructions through compatible computer facilities.
Subsequent investments also may be made by
electronic transfer of funds from an account maintained in a
bank or other domestic financial institution that is an
Automated Clearing House member. You must direct the
institution to transmit immediately available funds through the
Automated Clearing House to The Bank of New York with
instructions to credit your Fund account. The instructions must
specify your Fund account registration and your Fund account
number preceded by the digits "1111."
Management understands that some Service Agents
may impose certain conditions on their clients which are
different from those described in this Prospectus, and, to the
extent permitted by applicable regulatory authority, may charge
their clients direct fees which would be in addition to any
amounts which might be received under Shareholder Services Plan.
Each Service Agent has agreed to transmit to its clients a
schedule of such fees. You should consult your Service Agent in
this regard.
Dreyfus Service Corporation may pay dealers a fee
of up to .5% of the amount invested through such dealers in
Portfolio 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 of Funds or
certain other products made available by Dreyfus Service
Corporation to such plans or programs exceeds one million
dollars ("Eligible Benefit Plans"). All present holdings of
shares of funds in the Dreyfus Family of Funds by Eligible
Benefit Plans will be aggregated to determine the fee payable
with respect to each purchase of Portfolio shares. Dreyfus
Service Corporation reserves the right to cease paying these
fees at any time. Dreyfus Service Corporation 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.
Shares of each Portfolio are sold on a continuous
basis at net asset value per share next determined after an
order in proper form is received by the Transfer Agent or other
agent. Net asset value per share is determined as of the close
of trading on the floor of the New York Stock Exchange
(currently 4:00 p.m., New York time), on each day the New York
Stock Exchange is open for business. For purposes of
determining net asset value, 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 Portfolio's net assets
(i.e., the value of its assets less liabilities) by the total
number of such Portfolio's shares outstanding. Each Portfolio's
investments are valued each business day generally by using
available market quotations or at fair value which may be
determined by one or more pricing services approved by the Board
of Directors. For further information regarding the methods
employed in valuing the Portfolios' investments, see
"Determination of Net Asset Value" in the Fund's Statement of
Additional Information.
Federal regulations require that you provide a
certified TIN upon opening or reopening an account. See
"Dividends, Distributions and Taxes" and the Fund's Account
Application for further information concerning this requirement.
Failure to furnish a certified TIN to the Fund could subject you
to a $50 penalty imposed by the Internal Revenue Service (the
"IRS").
DREYFUS TELETRANSFER PRIVILEGE
You may purchase Fund shares (minimum $500,
maximum $150,000 per day) by telephone if you have checked the
appropriate box and supplied the necessary information on the
Fund's 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 member may be so designated. The Fund may modify or
terminate this Privilege at any time or charge a service fee
upon notice to shareholders. No such fee currently is
contemplated.
If you have selected the Dreyfus TeleTransfer
Privilege, you may request a Dreyfus TeleTransfer purchase of
Portfolio shares by telephoning 1-800-221-4060 or, if you are
calling from overseas, call 1-401-455-3306.
SHAREHOLDER SERVICES
The services and privileges described under this
heading may not be available to clients of certain Service
Agents and some Service Agents may impose certain conditions on
their clients which are different from those in this Prospectus.
You should consult your Service Agent in this regard.
EXCHANGE PRIVILEGE
The Exchange Privilege enables you to purchase,
in exchange for shares of a Portfolio, shares in one of the
other Portfolios or shares of certain other funds managed or
administered by The Dreyfus Corporation, to the extent such
shares are offered for sale in your state of residence. These
funds have different investment objectives which may be of
interest to you. The exchange privilege may be exercised twice
during the calendar year as described below. If you desire to
use this Privilege, you should consult your Service Agent or
Dreyfus Service Corporation to determine if it is available and
whether any other conditions are imposed on its use.
To use this Privilege, you or your Service Agent
acting on your behalf must give exchange instructions to the
Transfer Agent in writing, by wire or by telephone. If you
previously have established the Telephone Exchange Privilege,
you may telephone exchange instructions by calling 1-800-221-
4060 or, if you are calling from overseas, call 1-401-455-3306.
See "How to Redeem Fund Shares--Procedures." Before any
exchange into a fund offered by another prospectus, you must
obtain and should review a copy of the current prospectus of the
fund into which the exchange is being made. Prospectuses may be
obtained from Dreyfus Service Corporation. Except in the case
of Personal Retirement Plans, the shares being exchanged must
have a current value of at least $500; furthermore, when
establishing a new account by exchange, the shares being
exchanged must have a value of at least the minimum initial
investment required for the fund into which the exchange is
being made. Telephone exchanges may be made only if the
appropriate "YES" box has been checked on the Account
Application, or a separate signed Shareholder Services Form is
on file with the Transfer Agent. Upon an exchange into a new
account, the following shareholder services and privileges, as
applicable and where available, will be automatically carried
over to the fund into which the exchange is made: the Exchange
Privilege, Wire Redemption Privilege, Telephone Redemption
Privilege, Dreyfus TeleTransfer Privilege and the
dividend/capital gain distribution option (except for Dreyfus
Dividend Sweep) selected by the investor.
Shares will be exchanged at the next determined
net asset value; however, a sales load may be charged with
respect to exchanges into funds sold with a sales load. If you
are exchanging into a fund that charges a sales load, you may
qualify for share prices which do not include the sales load or
which reflect a reduced sales load, if the shares of the fund
from which you are exchanging were: (a) purchased with a sales
load, (b) acquired by a previous exchange from shares of the
fund purchased with a sales load, or (c) acquired through
reinvestment of dividends or distributions paid with respect to
the foregoing categories of shares. To qualify, at the time of
your exchange you must notify the Transfer Agent or your Service
Agent must notify Dreyfus Service Corporation. Any such
qualification is subject to confirmation of your holdings
through a check of appropriate records. See "Shareholder
Services" in the Statement of Additional Information. No fees
currently are charged shareholders directly in connection with
exchanges, although the Fund reserves the right, upon not less
than 60 days' written notice, to charge shareholders a nominal
fee in accordance with rules promulgated by the Securities and
Exchange Commission. The Fund reserves the right to reject any
exchange request in whole or in part. The Exchange Privilege
may be modified or terminated at any time upon notice to
shareholders.
The exchange of shares of one fund for shares of
another is treated for Federal income tax purposes as a sale of
the shares given in exchange by the shareholder and, therefore,
an exchanging shareholder may realize a taxable gain or loss.
DREYFUS AUTO-EXCHANGE PRIVILEGE
Dreyfus Auto-Exchange Privilege enables you to
invest regularly (on a semi-monthly, monthly, quarterly or
annual basis), in exchange for shares of a Portfolio, in shares
of one of the other Portfolios or shares of certain other funds
in the Dreyfus Family of Funds of which you are currently an
investor. The amount you designate, which can be expressed
either in terms of a specific dollar or share amount ($100
minimum), will be exchanged automatically on the first and/or
fifteenth day of the month according to the schedule you have
selected. Shares will be exchanged at the then-current net
asset value; however, a sales load may be charged with respect
to exchanges into funds sold with a sales load. See
"Shareholder Services" in the Statement of Additional
Information. The right to exercise this Privilege may be
modified or cancelled by the Fund or the Transfer Agent. You
may modify or cancel your exercise of this Privilege at any time
by mailing written notification to The Dreyfus Family of Funds,
P.O. Box 9671, Providence, Rhode Island 02940-9671. The Fund
may charge a service fee for the use of this Privilege. No such
fee currently is contemplated. The exchange of shares of one
fund for shares of another is treated for Federal income tax
purposes as a sale of the shares given in exchange by the
shareholder and, therefore, an exchanging shareholder may
realize a taxable gain or loss. For more information concerning
this Privilege and the funds in the Dreyfus Family of Funds
eligible to participate in this Privilege, or to obtain a
Dreyfus Auto-Exchange Authorization Form, please call toll free
1-800-645-6561.
DREYFUS-AUTOMATIC ASSET BUILDER
Dreyfus-Automatic Asset Builder permits you to
purchase Portfolio shares (minimum of $100 and maximum of
$150,000 per transaction) at regular intervals selected by you.
Shares of a Portfolio are purchased by transferring funds from
the bank account designated by you. At your option, the bank
account designated by you will be debited in the specified
amount, and Portfolio shares will be purchased, once a month, on
either the first or fifteenth day, or twice a month, on both
days. Only an account maintained at a domestic financial
institution which is an Automated Clearing House member may be
so designated. To establish a Dreyfus-Automatic Asset Builder
account, you must file an authorization form with the Transfer
Agent. You may obtain the necessary authorization form from
Dreyfus Service Corporation. You may cancel your participation
in this Privilege or change the amount of purchase at any time
by mailing written notification to The Dreyfus Family of Funds,
P.O. Box 9671, Providence, Rhode Island 02940-9671, or, if for
Dreyfus retirement plan accounts, to The Dreyfus Trust Company,
Custodian, P.O. Box 6427, Providence, Rhode Island 02940-6427,
and the notification will be effective three business days
following receipt. The Fund may modify or terminate this
Privilege at any time or charge a service fee. No such fee
currently is contemplated.
DREYFUS GOVERNMENT DIRECT DEPOSIT PRIVILEGE
Dreyfus Government Direct Deposit Privilege
enables you to purchase Portfolio shares (minimum of $100 and
maximum of $50,000 per transaction) by having Federal salary,
Social Security, or certain veterans', military or other
payments from the Federal government automatically deposited
into your Fund account. You may deposit as much of such
payments as you elect. To enroll in Dreyfus Government Direct
Deposit, you must file with the Transfer Agent a completed
Direct Deposit Sign-Up Form for each type of payment that you
desire to include in the Privilege. The appropriate form may be
obtained from Dreyfus Service Corporation. Death or legal
incapacity will terminate your participation in this Privilege.
You may elect at any time to terminate your participation by
notifying in writing the appropriate Federal agency. Further,
the Fund may terminate your participation upon 30 days' notice
to you.
DREYFUS DIVIDEND OPTIONS
Dreyfus Dividend Sweep Privilege enables you to
invest automatically dividends or dividends and capital gain
distributions, if any, paid by a Portfolio in shares of another
Portfolio of the Fund or shares of another fund in the Dreyfus
Family of Funds of which you are a shareholder. Shares of the
other fund will be purchased at the then-current net asset
value; however, a sales load may be charged with respect to
investments in shares of a fund sold with a sales load. If you
are investing in a fund that charges a sales load, you may
qualify for share prices which do not include the sales load or
which reflect a reduced sales load. If you are investing in a
fund that charges a contingent deferred sales charge, the shares
purchased will be subject on redemption to the contingent
deferred sales charge, if any, applicable to the purchased
shares. See "Shareholder Services" in the Statement of
Additional Information. Dreyfus Dividend ACH permits a
shareholder to transfer electronically on the payment date their
dividends or dividends and capital gains, if any, from the Fund
to a designated bank account. Only an account maintained at a
domestic financial institution which is an Automated Clearing
House member may be so designated. Banks may charge a fee for
this service.
For more information concerning these Privileges
or to request a Dividend Options Form, please call toll free 1-
800-645-6561. You may cancel these Privileges by mailing
written notification to The Dreyfus Family of Funds, P.O. Box
9671, Providence, Rhode Island 02940-9671. Enrollment in or
cancellation of these Privileges is effective three business
days following receipt. These Privileges are available only for
existing accounts and may not be used to open new accounts.
Minimum subsequent investments do not apply for Dreyfus Dividend
Sweep. The Fund may modify or terminate these Privileges at any
time or charge a service fee. No such fee currently is
contemplated. Shares held under Keogh Plans or IRAs are not
eligible for these Privileges.
DREYFUS PAYROLL SAVINGS PLAN
Dreyfus Payroll Savings Plan permits you to
purchase Portfolio 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 Automated Clearing House 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. Your employer must complete the
reverse side of the form and return it to The Dreyfus Family of
Funds, P.O. Box 9671, Providence, Rhode Island 02940-9671. You
may obtain the necessary authorization form from Dreyfus Service
Corporation. You may change the amount of purchase or cancel
the authorization only by written notification to your employer.
It is the sole responsibility of your employer, not Dreyfus
Service Corporation, The Dreyfus Corporation, the Fund, the
Transfer Agent or any other person, to arrange for transactions
under the Dreyfus Payroll Savings Plan. The Fund may modify or
terminate this Privilege at any time or charge a service fee.
No such fee currently is contemplated.
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. An application for the Automatic Withdrawal
Plan can be obtained from Dreyfus Service Corporation. There is
a service charge of 50 cents for each withdrawal check. The
Automatic Withdrawal Plan may be ended at any time by you, the
Fund or the Transfer Agent. Shares for which certificates have
been issued may not be redeemed through the Automatic Withdrawal
Plan.
RETIREMENT PLANS
The Fund offers a variety of pension and profit-
sharing plans, including Keogh Plans, IRAs, SEP-IRAs and IRA
"Rollover Accounts," 401(k) Salary Reduction Plans and 403(b)(7)
Plans. Plan support services also are available. You can
obtain details on the various plans by calling the following
numbers toll free: for Keogh Plans, please call 1-800-358-5566;
for IRAs and IRA "Rollover Accounts," please call 1-800-645-
6561; and for SEP-IRAs, 401(k) Salary Reduction Plans and
403(b)(7) Plans, please call 1-800-322-7880.
HOW TO REDEEM FUND SHARES
GENERAL
You may request redemption of your shares at any
time. Redemption requests should be transmitted to the Transfer
Agent as described below. When a request is received in proper
form, the Fund will redeem the shares at the next determined net
asset value.
The Fund imposes no charges when shares are
redeemed directly through Dreyfus Service Corporation. Service
Agents may charge a nominal fee for effecting redemptions of
Portfolio shares. Any certificates representing Portfolio
shares being redeemed must be submitted with the redemption
request. The value of the shares redeemed may be more or less
than their original cost, depending upon the Portfolio's then-
current net asset value.
The Fund ordinarily will make payment for all
shares redeemed within seven days after receipt by the Transfer
Agent of a redemption request in proper form, except as provided
by the rules of the Securities and Exchange Commission.
HOWEVER, IF YOU HAVE PURCHASED FUND SHARES BY CHECK, BY DREYFUS
TELETRANSFER PRIVILEGE OR THROUGH DREYFUS-AUTOMATIC ASSET
BUILDER AND SUBSEQUENTLY SUBMIT A WRITTEN REDEMPTION REQUEST TO
THE TRANSFER AGENT, THE REDEMPTION PROCEEDS WILL BE TRANSMITTED
TO YOU PROMPTLY UPON BANK CLEARANCE OF YOUR PURCHASE CHECK,
DREYFUS TELETRANSFER PURCHASE OR DREYFUS-AUTOMATIC ASSET BUILDER
ORDER, WHICH MAY TAKE UP TO EIGHT BUSINESS DAYS OR MORE. IN
ADDITION, THE FUND WILL REJECT REQUESTS TO REDEEM SHARES BY WIRE
OR TELEPHONE OR PURSUANT TO THE DREYFUS TELETRANSFER PRIVILEGE
FOR A PERIOD OF EIGHT BUSINESS DAYS AFTER RECEIPT BY THE
TRANSFER AGENT OF THE PURCHASE CHECK, THE DREYFUS TELETRANSFER
PURCHASE OR THE DREYFUS-AUTOMATIC ASSET BUILDER ORDER AGAINST
WHICH SUCH REDEMPTION IS REQUESTED. THESE PROCEDURES WILL NOT
APPLY IF YOUR SHARES WERE PURCHASED BY WIRE PAYMENT, OR IF YOU
OTHERWISE HAVE A SUFFICIENT COLLECTED BALANCE IN YOUR ACCOUNT TO
COVER THE REDEMPTION REQUEST. PRIOR TO THE TIME ANY REDEMPTION
IS EFFECTIVE, DIVIDENDS ON SUCH SHARES WILL ACCRUE AND BE
PAYABLE, AND YOU WILL BE ENTITLED TO EXERCISE ALL OTHER RIGHTS
OF BENEFICIAL OWNERSHIP. Fund shares will not be redeemed until
the Transfer Agent has received your Account Application.
The Fund reserves the right to redeem your
account at its option upon not less than 45 days' written notice
if your account's net asset value is $500 or less and remains so
during the notice period.
PROCEDURES
You may redeem shares by using the regular
redemption procedure through the Transfer Agent, through the
Wire Redemption Privilege, through the Telephone Redemption
Privilege or through the Dreyfus TeleTransfer Privilege. Other
redemption procedures may be in effect for clients of certain
Service Agents. The Fund makes available to certain large
institutions the ability to issue redemption instructions
through compatible computer facilities.
You may redeem or exchange shares by telephone if
you have checked the appropriate box on the Fund's Account
Application or have filed a Shareholder Services Form with the
Transfer Agent. If you select a telephone redemption or
exchange privilege, you authorize the Transfer Agent to act on
telephone instructions from any person representing himself or
herself to be you, or a representative of your Service Agent,
and reasonably believed by the Transfer Agent to be genuine.
The Fund will require the Transfer Agent to employ reasonable
procedures, such as requiring a form of personal identification,
to confirm that instructions are genuine and, if it does not
follow such procedures, the Fund or the Transfer Agent may be
liable for any losses due to unauthorized or fraudulent
instructions. Neither the Fund nor the Transfer Agent will be
liable for following telephone instructions reasonably believed
to be genuine.
During times of drastic economic or market
conditions, you may experience difficulty in contacting the
Transfer Agent by telephone to request a redemption or exchange
of a Portfolio's shares. In such cases, you should consider
using the other redemption procedures described herein. Use of
these other redemption procedures may result in your redemption
request being processed at a later time than it would have been
if telephone redemption had been used. During the delay, such
Portfolio's net asset value may fluctuate.
REGULAR REDEMPTION--Under the regular redemption procedure, you
may redeem shares by written request mailed to The Dreyfus
Family of Funds, P.O. Box 9671, Providence, Rhode Island 02940-
9671. Redemption requests may be delivered in person only to a
Dreyfus Financial Center. THESE REQUESTS WILL BE FORWARDED TO
THE FUND AND WILL BE PROCESSED ONLY UPON RECEIPT THEREBY. For
the location of the nearest Dreyfus Financial Center, please
call one of the telephone numbers listed under "General
Information." Redemption requests must be signed by each
shareholder, including each owner of a joint account, and each
signature must be guaranteed. The Transfer Agent has adopted
standards and procedures pursuant to which signature-guarantees
in proper form generally will be accepted from domestic banks,
brokers, dealers, credit unions, national securities exchanges,
registered securities associations, clearing agencies and
savings associations, as well as from participants in the New
York Stock Exchange Medallion Signature Program, the Securities
Transfer Agents Medallion Program ("STAMP") and the Stock
Exchanges Medallion Program. If you have any questions with
respect to signature-guarantees, please call one of the
telephone numbers listed under "General Information."
Redemption proceeds of at least $1,000 will be
wired to any member bank of the Federal Reserve System in
accordance with a written signature-guaranteed request.
WIRE REDEMPTION PRIVILEGE--You may request by wire or telephone
that redemption proceeds (minimum $1,000) be wired to your
account at a bank which is a member of the Federal Reserve
System, or a correspondent bank if your bank is not a member.
To establish the Wire Redemption Privilege, you must check the
appropriate box and supply the necessary information on the
Fund's Account Application or file a Shareholder Services Form
with the Transfer Agent. You may direct that redemption
proceeds be paid by check (maximum $150,000 per day) made out to
the owners of record and mailed to your address. Redemption
proceeds of less than $1,000 will be paid automatically by
check. Holders of jointly registered Fund or bank accounts may
have redemption proceeds of only up to $250,000 wired within any
30-day period. You may telephone redemption requests by calling
1-800-221-4060 or, if you are calling from overseas, call 1-401-
455-3306. The Fund reserves the right to refuse any redemption
request, including requests made shortly after a change of
address, and may limit the amount involved or the number of such
requests. This Privilege may be modified or terminated at any
time by the Transfer Agent or the Fund. The Fund's Statement of
Additional Information sets forth instructions for transmitting
redemption requests by wire. Shares held under Keogh Plans,
IRAs or other retirement plans, and shares for which
certificates have been issued, are not eligible for this
Privilege.
TELEPHONE REDEMPTION PRIVILEGE--You may redeem Fund shares
(maximum $150,000 per day) by telephone if you have checked the
appropriate box on the Fund's Account Application or have filed
a Shareholder Services Form with the Transfer Agent. The
redemption proceeds will be paid by check and mailed to your
address. You may telephone redemption instructions by calling
1-800-221-4060 or, if you are calling from overseas, call
1-401-455-3306. The Fund reserves the right to refuse any
request made by telephone, including requests made shortly after
a change of address, and may limit the amount involved or the
number of telephone redemption requests. This Privilege may be
modified or terminated at any time by the Transfer Agent or the
Fund. Shares held under Keogh Plans, IRAs or other retirement
plans, and shares for which certificates have been issued, are
not eligible for this Privilege.
DREYFUS TELETRANSFER PRIVILEGE--You may redeem Fund shares
(minimum $500 per day) by telephone if you have checked the
appropriate box and supplied the necessary information on the
Fund's Account Application or have filed a Shareholder Services
Form with the Transfer Agent. The proceeds will be transferred
between your Fund account and the bank account designated in one
of these documents. Only such an account maintained in a
domestic financial institution which is an Automated Clearing
House member may be so designated. Redemption proceeds will be
on deposit in your account at an Automated Clearing House member
bank ordinarily two days after receipt of the redemption request
or, at your request, paid by check (maximum $150,000 per day)
and mailed to your address. Holders of jointly registered Fund
or bank accounts may redeem through the Dreyfus TeleTransfer
Privilege for transfer to their bank account only up to $250,000
within any 30-day period. The Fund reserves the right to refuse
any request made by telephone, including requests made shortly
after a change of address, and may limit the amount involved or
the number of such requests. The Fund may modify or terminate
this Privilege at any time or charge a service fee upon notice
to shareholders. No such fee currently is contemplated.
If you have selected the Dreyfus TeleTransfer
Privilege, you may request a Dreyfus TeleTransfer redemption of
Fund shares by telephoning 1-800-221-4060 or, if you are calling
from overseas, call 1-401-455-3306. Shares held under Keogh
Plans, IRAs or other retirement plans, and shares issued in
certificate form, are not eligible for this Privilege.
DISTRIBUTION PLAN AND SHAREHOLDER SERVICES PLAN
Portfolio shares are subject to a Distribution
Plan and a Shareholder Services Plan.
DISTRIBUTION PLAN--Under the Distribution Plan, adopted pursuant
to Rule 12b-1 under the Investment Company Act of 1940, the Fund
pays Dreyfus Service Corporation for advertising, marketing and
distributing Portfolio shares at an annual rate of .50 of 1% of
the value of each Portfolio's average daily net assets. Under
the Distribution Plan, Dreyfus Service Corporation may make
payments to Service Agents in respect of these services.
Dreyfus Service Corporation determines the amounts to be paid to
Service Agents. Service Agents receive such fees in respect of
the average daily value of Portfolio shares owned by their
clients. From time to time, Dreyfus Service Corporation may
defer or waive receipt of fees under the Distribution Plan while
retaining the ability to be paid by the Fund under the
Distribution Plan thereafter. The fees payable to Dreyfus
Service Corporation under the Distribution Plan for advertising,
marketing and distributing Portfolio shares and for payments to
Service Agents are payable without regard to actual expenses
incurred.
The Fund bears the costs 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 each Portfolio's
average daily net assets for such fiscal year.
SHAREHOLDER SERVICES PLAN--Under the Shareholder Services Plan,
the Fund pays Dreyfus Service Corporation for the provision of
certain services to Portfolio shareholders a fee at the annual
rate of .25 of 1% of the value of each Portfolio's average daily
net assets. The services provided may include personal services
relating to shareholder accounts, such as answering shareholder
inquiries regarding the Fund and providing reports and other
information, and services related to the maintenance of
shareholder accounts. Dreyfus Service Corporation may make
payments to Service Agents in respect of these services.
Dreyfus Service Corporation determines the amounts to be paid to
Service Agents. Each Service Agent is required to disclose to
its clients any compensation payable to it by the Fund pursuant
to the Shareholder Services Plan and any other compensation
payable by their clients in connection with the investment of
their assets in Portfolio shares.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Under the Code, each Portfolio of the Fund is
treated as a separate corporation for purposes of qualification
and taxation as a regulated investment company. Each Portfolio
ordinarily pays dividends from its net investment income and
distributes net realized securities gains, if any, once a year,
but it may make distributions on a more frequent basis to comply
with the distribution requirements of the Code, in all events in
a manner consistent with the provisions of the Investment
Company Act of 1940. The Fund will not make distributions from
net realized securities gains unless capital loss carryovers, if
any, have been utilized or have expired. You may choose whether
to receive dividends and distributions in cash or to reinvest in
additional shares at net asset value. All expenses are accrued
daily and deducted before declaration of dividends to investors.
Dividends derived from net investment income,
together with distributions from net realized short-term
securities gains and gain from the sale or other disposition of
market discount bonds, paid by the Portfolios will be taxable to
U.S. shareholders as ordinary income whether received in cash or
reinvested in additional shares. Distributions from net
realized long-term securities gains of the Portfolios will be
taxable to U.S. shareholders as long-term capital gains for
Federal income tax purposes, regardless of how long shareholders
have held their Portfolio shares and whether such distributions
are received in cash or reinvested in Fund shares. The Code
provides that the net capital gain of an individual generally
will not be subject to Federal income tax at a rate in excess of
28%. Dividends and distributions may be subject to state and
local taxes.
Dividends derived from net investment income,
together with distributions from net realized short-term
securities gains and gain from the sale or other disposition of
market discount bonds, paid by the Portfolios to a foreign
investor generally are subject to U.S. nonresident withholding
taxes at the rate of 30%, unless the foreign investor claims the
benefit of a lower rate specified in a tax treaty.
Distributions from net realized long-term securities gains paid
by the Portfolios to a foreign investor as well as the proceeds
of any redemptions from a foreign investor's account, regardless
of the extent to which gain or loss may be realized, generally
will not be subject to U.S. nonresident withholding tax.
However, such distributions may be subject to backup
withholding, as described below, unless the foreign investor
certifies his non-U.S. residency status.
Notice as to the tax status of your dividends and
distributions will be mailed to you annually. You also will
receive periodic summaries of your account which will include
information as to dividends and distributions from securities
gains, if any, paid during the year.
Federal regulations generally require the Fund to
withhold ("backup withholding") and remit to the U.S. Treasury
31% of dividends, distributions from net realized securities
gains and the proceeds of any redemption, regardless of the
extent to which gain or loss may be realized, paid to a
shareholder if such shareholder fails to certify either that the
TIN furnished in connection with opening an account is correct
or that such shareholder has not received notice from the IRS of
being subject to backup withholding as a result of a failure to
properly report taxable dividend or interest income on a Federal
income tax return. Furthermore, the IRS may notify the Fund to
institute backup withholding if the IRS determines a
shareholder's TIN is incorrect or if a shareholder has failed to
properly report taxable dividend and interest income on a
Federal income tax return.
A TIN is either the Social Security number or
employer identification number of the record owner of the
account. Any tax withheld as a result of backup withholding
does not constitute an additional tax imposed on the record
owner of the account, and may be claimed as a credit on the
record owner's Federal income tax return.
It is expected that each Portfolio will qualify
as a "regulated investment company" under the Code so long as
such qualification is in the best interests of its shareholders.
Such qualification relieves the Fund of any liability for
Federal income tax to the extent its earnings are distributed in
accordance with applicable provisions of the Code. In addition,
each Portfolio is subject to a non-deductible 4% excise tax,
measured with respect to certain undistributed amounts of
taxable investment income and capital gains.
You should consult your tax adviser regarding
specific questions as to Federal, state or local taxes.
PERFORMANCE INFORMATION
For purposes of advertising, performance will be
calculated on the basis of average annual total return.
Advertisements also may include performance calculated on the
basis of total return.
Average annual total return is calculated
pursuant to a standardized formula which assumes that an
investment in a Portfolio was purchased with an initial payment
of $1,000 and that the investment was redeemed at the end of a
stated period of time, after giving effect to the reinvestment
of dividends and distributions during the period. The return is
expressed as a percentage rate which, if applied on a compounded
annual basis, would result in the redeemable value of the
investment at the end of the period. Advertisements of each
Portfolio's performance will include such Portfolio's average
annual total return for one, five and ten year periods, or for
shorter periods depending upon the length of time during which
the Portfolio has operated. Computations of average annual
total return for periods of less than one year represent an
annualization of the Portfolio's actual total return for the
applicable period.
Total return is computed on a per share basis and
assumes the reinvestment of dividends and distributions. Total
return generally is expressed as a percentage rate which is
calculated by combining the income and principal changes for a
specified period and dividing by the net asset value per share
at the beginning of the period. Advertisements may include the
percentage rate of total return or may include the value of a
hypothetical investment at the end of the period which assumes
the application of the percentage rate of total return.
Performance will vary from time to time and past
results are not necessarily representative of future results.
You should remember that performance is a function of portfolio
management in selecting the type and quality of portfolio
securities and is affected by operating expenses. Performance
information, such as that described above, may not provide a
basis for comparison with other investments or other investment
companies using a different method of calculating performance.
Comparative performance information may be used
from time to time in advertising or marketing the Fund's shares,
including data from Lipper Analytical Services, Inc.,
Morningstar, Inc., Standard & Poor's 500 Stock Index, the Dow
Jones Industrial Average, Moody's Bond Service Bond Index, Bond-
20 Bond Index, Wilshire 4500 Index and other industry
publications.
GENERAL INFORMATION
The Fund was incorporated under Maryland law on
May 12, 1993, and commenced operations on July 1, 1993. The
Fund is authorized to issue 300 million shares of Common Stock
(with 100 million allocated to each Portfolio), par value $.001
per share. Each share has one vote.
Unless otherwise required by the Investment
Company Act of 1940, ordinarily it will not be necessary for the
Fund to hold annual meetings of shareholders. As a result, Fund
shareholders may not consider each year the election of
Directors or the appointment of auditors. However, pursuant to
the Fund's By-Laws, the holders of at least 10% of the shares
outstanding and entitled to vote may require the Fund to hold a
special meeting of shareholders for purposes of removing a
Director from office or for any other purpose. Fund
shareholders may remove a Director by the affirmative vote of a
majority of the Fund's outstanding voting shares. In addition,
the Board of Directors will call a meeting of shareholders for
the purpose of electing Directors if, at any time, less than a
majority of the Directors then holding office have been elected
by shareholders.
To date, the Board of Directors has authorized
the creation of three series of shares. All consideration
received by the Fund for shares of one of the Portfolios and all
assets in which such consideration is invested will belong to
that Portfolio (subject only to the rights of creditors of the
Fund) and will be subject to the liabilities related thereto.
The income attributable to, and the expenses of, one Portfolio
are treated separately from those of the other Portfolios. The
Fund has the ability to create, from time to time, new series
without shareholder approval.
Rule 18f-2 under the Investment Company Act of
1940 provides that any matter required to be submitted under the
provisions of the Investment Company Act of 1940 or applicable
state law or otherwise to the holders of the outstanding voting
securities of an investment company, such as the Fund, will not
be deemed to have been effectively acted upon unless approved by
the holders of a majority of the outstanding shares of each
Portfolio affected by such matter. Rule 18f-2 further provides
that a Portfolio shall be deemed to be affected by a matter
unless it is clear that the interests of each Portfolio in the
matter are identical or that the matter does not affect any
interest of such Portfolio. However, the Rule exempts the
selection of independent accountants and the election of
Directors from the separate voting requirements of the Rule.
The Transfer Agent maintains a record of your
ownership and sends you confirmations and statements of account.
Shareholder inquires may be made to your Service
Agent or by writing to the Fund at 144 Glenn Curtiss Boulevard,
Uniondale, New York 11556-0144, or by calling toll free, 1-800-
645-6561. In New York City, call 1-718-895-1206; on Long
Island, call 794-5254.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS AND IN THE FUND'S OFFICIAL SALES
LITERATURE IN CONNECTION WITH THE OFFER OF THE FUND'S SHARES,
AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER IN ANY STATE IN
WHICH, OR TO ANY PERSON TO WHOM, SUCH OFFERING MAY NOT LAWFULLY
BE MADE.
<PAGE>
DREYFUS ASSET ALLOCATION FUND, INC.
PART B
(STATEMENT OF ADDITIONAL INFORMATION)
___________ __, 1994
This Statement of Additional Information,
which is not a prospectus, supplements and should be read in
conjunction with the current Prospectus of Dreyfus Asset
Allocation Fund, Inc. (the "Fund"), dated ________ __, 1994, as
it may be revised from time to time. To obtain a copy of the
Fund's Prospectus, please write to the Fund at 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144, or call the following
numbers:
Call Toll Free 1-800-645-6561
In New York City -- Call 1-718-895-1206
On Long Island -- Call 794-5254
The Dreyfus Corporation (the "Manager") serves as
the Fund's investment adviser.
Dreyfus Service Corporation (the "Distributor"),
a wholly-owned subsidiary of the Manager, is the distributor of
the Fund's shares.
TABLE OF CONTENTS
Page
Investment Objective and Management Policies . . . . . . B-2
Management of the Fund . . . . . . . . . . . . . . . . . B-8
Management Agreement . . . . . . . . . . . . . . . . . . B-11
Purchase of Fund Shares. . . . . . . . . . . . . . . . . B-13
Distribution Plan and Shareholder Services Plan. . . . . B-14
Redemption of Fund Shares. . . . . . . . . . . . . . . . B-15
Shareholder Services . . . . . . . . . . . . . . . . . . B-17
Determination of Net Asset Value . . . . . . . . . . . . B-21
Dividends, Distributions and Taxes . . . . . . . . . . . B-22
Portfolio Transactions . . . . . . . . . . . . . . . . . B-24
Performance Information. . . . . . . . . . . . . . . . . B-25
Information About the Fund . . . . . . . . . . . . . . . B-26
Custodian, Transfer and Dividend Disbursing Agent,
Counsel and Independent Auditors . . . . . . . . . . . B-26
Financial Statements . . . . . . . . . . . . . . . . . . B-28
Report of Independent Auditors . . . . . . . . . . . . . B-
<PAGE>
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES
The following information supplements and should
be read in conjunction with the section in the Fund's Prospectus
entitled "Description of the Fund."
Bank Obligations. Domestic commercial banks organized under
Federal law are supervised and examined by the Comptroller of
the Currency and are required to be members of the Federal
Reserve System and to have their deposits insured by the Federal
Deposit Insurance Corporation (the "FDIC"). Domestic banks
organized under state law are supervised and examined by state
banking authorities but are members of the Federal Reserve
System only if they elect to join. In addition, state banks
whose certificates of deposit ("CDs") may be purchased by each
Portfolio are insured by the FDIC (although such insurance may
not be of material benefit to the Fund, depending on the
principal amount of the CDs of each bank held by the Fund) and
are subject to Federal examination and to a substantial body of
Federal law and regulation. As a result of Federal or state
laws and regulations, domestic branches of domestic banks whose
CDs may be purchased by the Portfolios generally are required,
among other things, to maintain specified levels of reserves,
are limited in the amounts which they can loan to a single
borrower and are subject to other regulation designed to promote
financial soundness. However, not all of such laws and
regulations apply to the foreign branches of domestic banks.
Obligations of foreign branches of domestic
banks, foreign subsidiaries of domestic banks and domestic and
foreign branches of foreign banks, such as CDs and time deposits
("TDs"), may be general obligations of the parent banks in
addition to the issuing branch, or may be limited by the terms
of a specific obligation and governmental regulation. Such
obligations are subject to different risks than are those of
domestic banks. These risks include foreign economic and
political developments, foreign governmental restrictions that
may adversely affect payment of principal and interest on the
obligations, foreign exchange controls and foreign withholding
and other taxes on interest income. These foreign branches and
subsidiaries are not necessarily subject to the same or similar
regulatory requirements that apply to domestic banks, such as
mandatory reserve requirements, loan limitations, and
accounting, auditing and financial record keeping requirements.
In addition, less information may be publicly available about a
foreign branch of a domestic bank or about a foreign bank than
about a domestic bank.
Obligations of United States branches of foreign
banks may be general obligations of the parent bank in addition
to the issuing branch, or may be limited by the terms of a
specific obligation or by Federal or state regulation as well as
governmental action in the country in which the foreign bank has
its head office. A domestic branch of a foreign bank with
assets in excess of $1 billion may be subject to reserve
requirements imposed by the Federal Reserve System or by the
state in which the branch is located if the branch is licensed
in that state.
In addition, Federal branches licensed by the
Comptroller of the Currency and branches licensed by certain
states ("State Branches") may be required to: (1) pledge to the
regulator, by depositing assets with a designated bank within
the state, a certain percentage of their assets as fixed from
time to time by the appropriate regulatory authority; and (2)
maintain assets within the state in an amount equal to a
specified percentage of the aggregate amount of liabilities of
the foreign bank payable at or through all of its agencies or
branches within the state. The deposits of Federal and State
Branches generally must be insured by the FDIC if such branches
take deposits of less than $100,000.
In view of the foregoing factors associated with
the purchase of CDs and TDs issued by foreign branches of
domestic banks, by foreign subsidiaries of domestic banks, by
foreign branches of foreign banks or by domestic branches of
foreign banks, the Manager carefully evaluates such investments
on a case-by-case basis.
Investment Techniques
Options Transactions. Each Portfolio may engage
in options transactions, such as purchasing or writing covered
call or put options. The principal reason for writing covered
call options is to realize, through the receipt of premiums, a
greater return than would be realized on the Portfolio's
securities alone. In return for a premium, the writer of a
covered call option forfeits the right to any appreciation in
the value of the underlying security above the strike price for
the life of the option (or until a closing purchase transaction
can be effected). Nevertheless, the call writer retains the
risk of a decline in the price of the underlying security.
Similarly, the principal reason for writing covered put options
is to realize income in the form of premiums. The writer of a
covered put option accepts the risk of a decline in the price of
the underlying security. The size of the premiums that the
Portfolios may receive may be adversely affected as new or
existing institutions, including other investment companies,
engage in or increase their option-writing activities.
Options written ordinarily will have expiration
dates between one and nine months from the date written. The
exercise price of the options may be below, equal to or above
the market values of the underlying securities at the time the
options are written. In the case of call options, these
exercise prices are referred to as "in-the-money," "at-the-
money" and "out-of-the-money," respectively. Each Portfolio may
write (a) in-the-money call options when the Manager expects
that the price of the underlying security will remain stable or
decline moderately during the option period, (b) at-the-money
call options when the Manager expects that the price of the
underlying security will remain stable or advance moderately
during the option period and (c) out-of-the-money call options
when the Manager expects that the premiums received from writing
the call option plus the appreciation in market price of the
underlying security up to the exercise price will be greater
than the appreciation in the price of the underlying security
alone. In these circumstances, if the market price of the
underlying security declines and the security is sold at this
lower price, the amount of any realized loss will be offset
wholly or in part by the premium received. Out-of-the-money,
at-the-money and in-the-money put options (the reverse of call
options as to the relation of exercise price to market price)
may be utilized in the same market environments that such call
options are used in equivalent transactions.
So long as the Portfolio's obligation as the
writer of an option continues, the Portfolio may be assigned an
exercise notice by the broker-dealer through which the option
was sold, requiring the Portfolio to deliver, in the case of a
call, or take delivery of, in the case of a put, the underlying
security against payment of the exercise price. This obligation
terminates when the option expires or the Portfolio effects a
closing purchase transaction. The Portfolio can no longer
effect a closing purchase transaction with respect to an option
once it has been assigned an exercise notice.
While it may choose to do otherwise, each
Portfolio generally will purchase or write only those options
for which the Manager believes there is an active secondary
market so as to facilitate closing transactions. There is no
assurance that sufficient trading interest to create a liquid
secondary market on a securities exchange will exist for any
particular option or at any particular time, and for some
options no such secondary market may exist. A liquid secondary
market in an option may cease to exist for a variety of reasons.
In the past, for example, higher than anticipated trading
activity or order flow, or other unforeseen events, at times
have rendered certain clearing facilities inadequate and
resulted in the institution of special procedures, such as
trading rotations, restrictions on certain types of orders or
trading halts or suspensions in one or more options. There can
be no assurance that similar events, or events that otherwise
may 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 a Portfolio 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.
Stock Index Options. Each Portfolio may purchase
and write put and call options on stock indexes listed on
national securities exchanges or traded in the over-the-counter
market. A stock index fluctuates with changes in the market
values of the stocks included in the index.
Options on stock indexes are similar to options
on stock except that (a) the expiration cycles of stock index
options are generally monthly, while those of stock options are
currently quarterly, and (b) the delivery requirements are
different. Instead of giving the right to take or make delivery
of a stock at a specified price, an option on a stock index
gives the holder the right to receive a cash "exercise
settlement amount" equal to (i) the amount, if any, by which the
fixed exercise price of the option exceeds (in the case of a
put) or is less than (in the case of a call) the closing value
of the underlying index on the date of exercise, multiplied by
(ii) a fixed "index multiplier." Receipt of this cash amount
will depend upon the closing level of the stock index upon which
the option is based being greater than, in the case of a call,
or less than, in the case of a put, the exercise price of the
option. The amount of cash received will be equal to such
difference between the closing price of the index and the
exercise price of the option expressed in dollars times a
specified multiple. The writer of the option is obligated, in
return for the premium received, to make delivery of this
amount. The writer may offset its position in stock index
options prior to expiration by entering into a closing
transaction on an exchange or it may let the option expire
unexercised.
Futures Contracts and Options on Futures
Contracts. Upon exercise of an option, the writer of the option
will deliver to the holder of the option the futures position
and the accumulated balance in the writer's futures margin
account, which represents the amount by which the market price
of the futures contract exceeds, in the case of a call, or is
less than, in the case of a put, the exercise price of the
option on the futures contract. The potential loss related to
the purchase of options on futures contracts is limited to the
premium paid for the option (plus transaction costs). Because
the value of the option is fixed at the time of sale, there are
no daily cash payments to reflect changes in the value of the
underlying contract; however, the value of the option does
change daily and that change would be reflected in the net asset
value of the Portfolio.
Investment Company Securities. Each Portfolio
may invest in securities issued by other investment companies
which principally invest in securities of the type in which the
Portfolio invests. Under the Investment Company Act of 1940, as
amended (the "Act"), a Portfolio's investments in such
securities, subject to certain exceptions, currently are limited
to (i) 3% of the total voting stock of any one investment
company, (ii) 5% of the Portfolio's net assets with respect to
any one investment company and (iii) 10% of the Portfolio's net
assets in the aggregate. Investments in the securities of other
investment companies may involve duplication of advisory fees
and certain other expenses.
Lending Portfolio Securities. To a limited
extent, each Portfolio may lend its portfolio securities to
brokers, dealers and other financial institutions, provided it
receives cash collateral which at all times is maintained in an
amount equal to at least 100% of the current market value of the
securities loaned. By lending its securities, the Portfolio can
increase its income through the investment of the cash
collateral. For purposes of this policy, the Fund considers
collateral consisting of U.S. Government securities or
irrevocable letters of credit issued by banks whose securities
meet the standards for investment by the Portfolio to be the
equivalent of cash. From time to time, the Fund may return to
the borrower or a third party which is unaffiliated with the
Fund, and which is acting as a "placing broker," a part of the
interest earned from the investment of collateral received for
securities loaned.
The Securities and Exchange Commission currently
requires that the following conditions must be met whenever
portfolio securities are loaned: (1) the Portfolio must receive
at least 100% cash collateral from the borrower; (2) the
borrower must increase such collateral whenever the market value
of the securities rises above the level of such collateral;
(3) the Portfolio must be able to terminate the loan at any
time; (4) the Portfolio must receive reasonable interest on the
loan, as well as any dividends, interest or other distributions
payable on the loaned securities, and any increase in market
value; (5) the Portfolio may pay only reasonable custodian fees
in connection with the loan; and (6) while voting rights on the
loaned securities may pass to the borrower, the Fund's Board of
Directors must terminate the loan and regain the right to vote
the securities if a material event adversely affecting the
investment occurs. These conditions may be subject to future
modification.
Investment Restrictions. Each Portfolio has
adopted investment restrictions numbered 1 through 8 as
fundamental policies. These restrictions cannot be changed, as
to a Portfolio, without approval by the holders of a majority
(as defined in the Act) of such Portfolio's outstanding voting
shares. Investment restrictions numbered 9 through 14 are not
fundamental policies and may be changed by vote of a majority of
the Fund's Directors at any time. No Portfolio may:
1. Invest in commodities, except that the
Portfolio may purchase and sell options, forward contracts,
futures contracts, including those relating to indexes, and
options on futures contracts or indexes.
2. Purchase, hold or deal in real estate, or
oil, gas or other mineral leases or exploration or development
programs, but the Portfolio may purchase and sell securities
that are secured by real estate or issued by companies that
invest or deal in real estate.
3. Borrow money, except to the extent permitted
under the Act. For purposes of this investment restriction, the
entry into options, forward contracts, futures contracts,
including those relating to indexes, and options on futures
contracts or indexes shall not constitute borrowing.
4. Make loans to others, except through the
purchase of debt obligations and the entry into repurchase
agreements. However, the Portfolio may lend its portfolio
securities in an amount not to exceed 33-1/3% of the value of
its total assets. Any loans of portfolio securities will be
made according to guidelines established by the Securities and
Exchange Commission and the Fund's Board of Directors.
5. Act as an underwriter of securities of other
issuers, except to the extent the Portfolio may be deemed an
underwriter under the Securities Act of 1933, as amended, by
virtue of disposing of portfolio securities.
6. Invest more than 25% of the value of its
assets in the securities of issuers in any single industry,
provided that, there shall be no limitation on the purchase of
obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities.
7. Issue any senior security (as such term is
defined in Section 18(f) of the Act), except to the extent the
activities permitted in Investment Restriction Nos. 1, 3, 10
and 11 may be deemed to give rise to a senior security.
8. Purchase securities on margin, but the
Portfolio may make margin deposits in connection with
transactions in options, forward contracts, futures contracts,
including those relating to indexes, and options on futures
contracts or indexes.
9. Invest in the securities of a company for
the purpose of exercising management or control, but the
Portfolio will vote the securities it owns in its portfolio as a
shareholder in accordance with its views.
10. 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 indexes, and options on
futures contracts or indexes.
11. Purchase, sell or write puts, calls or
combinations thereof, except as may be described in the Fund's
Prospectus and this Statement of Additional Information.
12. Purchase securities of any company having
less than three years' continuous operations (including
operations of any predecessors) if such purchase would cause the
value of the Portfolio's investments in all such companies to
exceed 5% of the value of its total assets.
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 Portfolio's net assets would be so
invested.
14. Purchase securities of other investment
companies, except to the extent permitted under the Act.
Each Portfolio may invest, notwithstanding any
other investment restriction (whether or not fundamental), all
of its assets in the securities of a single open-end management
investment company with substantially the same fundamental
investment objective, policies and restrictions as the
Portfolio.
If a percentage restriction is adhered to at the
time of investment, a later change in percentage resulting from
a change in values or assets will not constitute a violation of
such restriction.
The Fund may make commitments more restrictive
than the restrictions listed above so as to permit the sale of
Portfolio shares in certain states. Should the Fund determine
that a commitment is no longer in the best interest of the
Portfolio and its shareholders, the Fund reserves the right to
revoke the commitment by terminating the sale of such
Portfolio's shares in the state involved.
MANAGEMENT OF THE FUND
Directors and officers of the Fund, together with
information as to their principal business occupations during at
least the last five years, are shown below. Each Director who
is deemed to be an "interested person" of the Fund, as defined
in the Act, is indicated by an asterisk.
Directors and Officers of the Fund
LUCY WILSON BENSON, Director. President of Benson and
Associates, consultants to business and
government. Mrs. Benson is a director of
Communications Satellite Corporation, General RE
Corporation, The Grumman Corporation and
Logistics Management Institute. She is also a
Trustee of the Alfred P. Sloan Foundation, Vice
Chairman of the Board of Trustees of Lafayette
College, Vice Chairman of the Citizens Network
for Foreign Affairs and a member of the Council
on foreign Relations. Mrs. Benson served as a
consultant to the U.S. Department of State and to
SRI International from 1980 to 1981. From 1977
to 1980, she was Under Secretary of State for
Security Assistance, Science and Technology. Her
address is 46 Sunset Avenue, Amherst,
Massachusetts 01002.
MARTIN D. FIFE, Director. President of Fife Associates, Inc.
and other companies engaged in the chemical and
plastics industries. His address is 30
Rockefeller Plaza, New York, New York 10112.
WHITNEY I. GERARD, Director. Partner of the New York City law
firm of Chadbourne & Parke. His address is 30
Rockefeller Plaza, New York, New York 10112.
ROBERT R. GLAUBER, Director. Research Fellow, Center for
Business and Government at the John F. Kennedy
School of Government, Harvard University, since
January 1992. Mr. Glauber 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. His address is 79 John F.
Kennedy Street, Cambridge, Massachusetts 02138.
ARTHUR A. HARTMAN, Director. Senior consultant with APCO
Associates Inc. From 1981 to 1987, he was United
States Ambassador to the former Soviet Union. He
is a director of the Hartford Insurance Group and
a member of the advisory councils of several
other companies, research institutes and
foundations. He is President of the Harvard
Board of Overseers. His address is 2738 McKinley
Street, N.W., Washington, D.C. 20015.
GEORGE L. PERRY, Director. An economist and Senior Fellow at
the Brookings Institution since 1969. He is co-
director of the Brookings Panel on Economic
Activity and editor of its journal, The Brookings
Papers. He is also a director of the State Farm
Mutual Automobile Association and State Farm Life
Insurance Company. His address is 1775
Massachusetts Avenue, N.W., Washington, D.C.
20015.
*HOWARD STEIN, Director, President and Investment Officer.
Chairman of the Board and Chief Executive Officer
of the Manager, Chairman of the Board of the
Distributor and an officer, director, trustee or
general partner of other investment companies
advised or administered by the Manager. His
address is 200 Park Avenue, New York, New York
10166.
The "non-interested" Directors are also directors
of Dreyfus California Municipal Income, Inc., The Dreyfus Fund
Incorporated, Dreyfus Municipal Income, Inc., Dreyfus New York
Municipal Income, Inc., Dreyfus Short-Term Income Fund, Inc. and
Dreyfus Worldwide Dollar Money Market Fund, Inc., and The 401(k)
Fund, and trustees of Dreyfus Institutional Short-Term Treasury
Fund and Dreyfus Short-Intermediate Tax Exempt Bond Fund. Each
of the "non-interested" Directors, except Mr. Glauber, is also a
director of Dreyfus Liquid Assets, Inc. and a trustee of Dreyfus
Short-Intermediate Government Fund. Mrs. Benson also is a
director of The Dreyfus Socially Responsible Growth Fund, Inc.
and The Dreyfus Third Century Fund, Inc.
The Fund does not pay any remuneration to its
officers and Directors other than expenses to those Directors
who are not officers, directors, employees or holders of 5% or
more of the outstanding voting securities of the Manager, which
totaled $5,401, for the period July 1, 1993 (commencement of
operations) through October 31, 1993 for all such Directors as a
group.
For so long as the Fund's plans described in the
section captioned "Distribution Plan and Shareholder Services
Plan" remain in effect, the Directors of the Fund who are not
"interested persons" of the Fund, as defined in the Act, will be
selected and nominated by the Directors who are not "interested
persons" of the Fund.
Officers of the Fund Not Listed Above
MARK N. JACOBS, Vice President. Secretary and Deputy General
Counsel of the Manager and an officer of other
investment companies advised or administered by
the Manager.
JEFFREY N. NACHMAN, Vice President and Treasurer. Vice President
--Mutual Fund Accounting of the Manager and an
officer of other investment companies advised
or administered by the Manager.
PAUL R. CASTI, JR., Controller. Senior Accounting Manager of
the Fund Accounting Department of the Manager and
an officer of other investment companies advised
or administered by the Manager.
DANIEL C. MACLEAN, Secretary. Vice President and General
Counsel of the Manager and an officer of other
investment companies advised or administered by
the Manager.
CHRISTINE PAVALOS, Assistant Secretary. Assistant Secretary of
the Manager and other investment companies
advised or administered by the Manager.
STEVEN F. NEWMAN, Assistant Secretary. Associate General
Counsel of the Manager and an officer of other investment
companies advised or administered by the Manager.
The address of each officer of the Fund is 200
Park Avenue, New York, New York 10166.
Directors and officers of the Fund, as a group,
owned less than 1% of the shares of Common Stock of each
Portfolio outstanding on ___________, 1994.
The following persons are also officers and/or
directors of the Manager: Julian M. Smerling, Vice Chairman of
the Board of Directors; Joseph S. DiMartino, President, Chief
Operating Officer and a Director; Alan M. Eisner, Vice President
and Chief Financial Officer; David W. Burke, Vice President and
Chief Administrative Officer; Robert F. Dubuss, Vice President;
Elie M. Genadry, Vice President--Institutional Sales; Peter A.
Santoriello, Vice President; Philip L. Toia, Vice President--
Fixed-Income Research; John J. Pyburn and Katherine C. Wickham,
Assistant Vice Presidents; Maurice Bendrihem, Controller; and
Mandell L. Berman, Alvin E. Friedman, Lawrence M. Greene,
Abigail Q. McCarthy and David B. Truman, directors.
MANAGEMENT AGREEMENT
The following information supplements and should
be read in conjunction with the section in the Fund's Prospectus
entitled "Management of the Fund."
The Manager provides management services pursuant
to the Management Agreement (the "Agreement") dated June 16,
1993, as amended , 1994, with the Fund. As to each
Portfolio, the Agreement is subject to annual approval by (i)
the Fund's Board of Directors or (ii) vote of a majority (as
defined in the Act) of the outstanding voting securities of the
such Portfolio, provided that in either event the continuance
also is approved by a majority of the Directors who are not
"interested persons" (as defined in the Act) of the Fund or the
Manager, by vote cast in person at a meeting called for the
purpose of voting on such approval. As to each Portfolio, the
Agreement is terminable without penalty, on 60 days' notice, by
the Fund's Board of Directors or by vote of the holders of a
majority of such Portfolio's shares, or, on not less than 90
days' notice, by the Manager. The Agreement will terminate
automatically, as to the relevant Portfolio, in the event of its
assignment (as defined in the Act).
The Manager manages each Portfolio's investments
in accordance with the stated policies of such Portfolio,
subject to the approval of the Fund's Board of Directors. The
Manager is responsible for investment decisions, and provides
the Fund with Investment Officers who are authorized by the
Board of Directors to execute purchases and sales of securities.
The Fund's Investment Officers are Howard Stein, Patricia A.
Cuddy, Jeffrey F. Friedman, Richard B. Hoey, Barbara L.
Kenworthy and Ernest G. Wiggins, Jr. The Manager also maintains
a research department with a professional staff of portfolio
managers and securities analysts who provide research services
for the Fund as well as for other funds advised by the Manager.
All purchases and sales are reported for the Directors' review
at the meeting subsequent to such transactions.
All expenses incurred in the operation of the
Fund are borne by the Fund, except to the extent specifically
assumed by the Manager. The expenses borne by the Fund include:
organizational costs, taxes, interest, loan commitment fees,
interest and distributions paid on securities sold short,
brokerage fees and commissions, if any, fees of Directors who
are not officers, directors, employees or holders of 5% or more
of the outstanding voting securities of the Manager, Securities
and Exchange Commission fees, state Blue Sky qualification fees,
advisory fees, charges of custodians, transfer and dividend
disbursing agents' fees, certain insurance premiums, industry
association fees, outside auditing and legal expenses, costs of
maintaining the Fund's existence, costs of independent pricing
services, costs attributable to investor services (including,
without limitation, telephone and personnel expenses), costs of
shareholders' reports and meetings, costs of preparing and
printing certain prospectuses and statements of additional
information, and any extraordinary expenses. Expenses
attributable to a particular Portfolio are charged against the
assets of that Portfolio; other expenses of the Fund are
allocated between the Portfolios on the basis determined by the
Board of Directors, including, but not limited to,
proportionately in relation to the net assets of each Portfolio.
In addition, the Fund is subject to an annual
distribution fee for advertising, marketing and distributing
Portfolio shares and an annual service fee for ongoing personal
services relating to shareholder accounts and services related
to the maintenance of shareholder accounts. See "Distribution
Plan and Shareholder Services Plan."
The Manager pays the salaries of all officers and
employees employed by both it and the Fund, maintains office
facilities, and furnishes statistical and research data,
clerical help, accounting, data processing, bookkeeping and
internal auditing and certain other required 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 its services, the Fund has
agreed to pay the Manager a monthly management fee at the annual
rate of .75 of 1% of the value of each Portfolio's average daily
net assets. For the period July 1, 1993 (commencement of
operations) through October 31, 1993, no management fee was paid
with respect to the Dreyfus Aggressive Large Capitalization
Asset Allocation Portfolio by the Fund pursuant to an
undertaking by the Manager.
As to each Portfolio, the Manager has agreed that
if in any fiscal year the aggregate expenses of the Portfolio,
exclusive of taxes, brokerage, interest on borrowings and (with
the prior written consent of the necessary state securities
commissions) extraordinary expenses, but including the
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 to the extent required by
state law. Such deduction or payment, if any, will be estimated
daily, and reconciled and effected or paid, as the case may be,
on a monthly basis.
The aggregate of the fees payable to the Manager
is not subject to reduction as the value of a Portfolio's net
assets increases.
PURCHASE OF FUND SHARES
The following information supplements and should
be read in conjunction with the section in the Fund's Prospectus
entitled "How to Buy Fund Shares."
The Distributor. The Distributor serves as the
Fund's distributor pursuant to an agreement which is renewable
annually. The Distributor also acts as distributor for the
other funds in the Dreyfus Family of Funds and for certain other
investment companies.
Dreyfus TeleTransfer Privilege. Dreyfus
TeleTransfer purchase orders may be made between the hours of
8:00 a.m. and 4:00 p.m., New York time, on any business day that
The Shareholder Services Group, Inc., the Fund's transfer and
dividend disbursing agent (the "Transfer Agent"), and the New
York Stock Exchange are open. Such purchases will be credited
to the shareholder's Fund account on the next bank business day.
To qualify to use the Dreyfus TeleTransfer Privilege, the
initial payment for purchase of Fund 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
"Redemption of Fund Shares--Dreyfus TeleTransfer Privilege."
Reopening an Account. An investor may reopen an
account with a minimum investment of $100 without filing a new
Account Application during the calendar year, provided the
information on the old Account Application is still applicable.
DISTRIBUTION PLAN AND SHAREHOLDER SERVICES PLAN
The following information supplements and should
be read in conjunction with the section in the Fund's Prospectus
entitled "Distribution Plan and Shareholder Services Plan."
Portfolio shares are subject to a Distribution
Plan and a Shareholder Services Plan.
Distribution Plan. Rule 12b-1 (the "Rule")
adopted by the Securities and Exchange Commission under the Act
provides, among other things, that an investment company may
bear expenses of distributing its shares only pursuant to a plan
adopted in accordance with the Rule. The Fund's Board of
Directors has adopted such a plan (the "Distribution Plan") with
respect to the Portfolios' shares, pursuant to which the Fund
pays the Distributor for advertising, marketing and distributing
Portfolio shares. Under the Distribution Plan, the Distributor
may make payments to certain financial institutions, securities
dealers and other financial industry professionals
(collectively, "Service Agents") in respect to these services.
The Fund's Board of Directors believes that there is a
reasonable likelihood that the Distribution Plan will benefit
each Portfolio and its shareholders. In some states, certain
financial institutions effecting transactions in Portfolio
shares may be required to register as dealers pursuant to state
law.
A quarterly report of the amounts expended under
the Distribution Plan, and the purposes for which such
expenditures were incurred, must be made to the Directors for
their review. In addition, the Distribution Plan provides that
it may not be amended to increase materially the costs which
Portfolio shareholders may bear for distribution pursuant to the
Distribution Plan without shareholder approval and that other
material amendments of the Distribution Plan must be approved by
the Board of Directors, and by the Directors who are not
"interested persons" (as defined in the Act) of the Fund and
have no direct or indirect financial interest in the operation
of the 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 Directors cast in person at a meeting called for the
purpose of voting on the Distribution Plan. The Distribution
Plan, with respect to the Dreyfus Aggressive Large
Capitalization Asset Allocation Portfolio, was so approved by
the Directors at a meeting held on June 16, 1993. The
Distribution Plan may be terminated at any time with respect to
each Portfolio by vote of a majority of the Directors who are
not "interested persons" and have no direct or indirect
financial interest in the operation of the Distribution Plan or
in any agreements entered into in connection with the
Distribution Plan or by vote of the holders of a majority of the
Portfolio's shares.
For the period July 1, 1993 (commencement of
operations) through October 31, 1993, the Fund was charged
$34,263 for advertising, marketing and distributing shares of
Dreyfus Aggressive Large Capitalization Asset Allocation
Portfolio pursuant to the Distribution Plan, all of which was
reimbursed pursuant to an undertaking by the Manager.
Shareholder Services Plan. The Fund has adopted
a Shareholder Services Plan, pursuant to which the Fund pays the
Distributor for the provision of certain services to each
Portfolio's shareholders.
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 Directors for
their review. In addition, the Shareholder Services Plan
provides that it may not be amended without approval of the
Directors, and by the Directors who are not "interested persons"
(as defined in the Act) of the Fund and have no direct or
indirect financial interest in the operation of the Shareholder
Services Plan or in any agreements entered into in connection
with the Shareholder Services Plan, by vote cast in person at a
meeting called for the purpose of considering such amendments.
The Shareholder Services Plan is subject to annual approval by
such vote of the Directors cast in person at a meeting called
for the purpose of voting on the Shareholder Services Plan. The
Shareholder Services Plan, with respect to the Dreyfus
Aggressive Large Capitalization Asset Allocation Portfolio, was
so approved by the Directors at a meeting held on June 16, 1993.
The Shareholder Services Plan is terminable at any time with
respect to each Portfolio by vote of a majority of the Directors
who are not "interested persons" and have no direct or indirect
financial interest in the operation of the Shareholder Services
Plan or in any agreements entered into in connection with the
Shareholder Services Plan.
For the period July 1, 1993 (commencement of
operations) through October 31, 1993, the Fund was charged
$17,131 with respect to Dreyfus Aggressive Large Capitalization
Asset Allocation Portfolio pursuant to the Shareholder Services
Plan all of which was reimbursed pursuant to an undertaking by
the Manager.
REDEMPTION OF FUND SHARES
The following information supplements and should
be read in conjunction with the section in the Fund's Prospectus
entitled "How to Redeem Fund Shares."
Wire Redemption Privilege. By using this
Privilege, the investor authorizes the Transfer Agent to act on
wire or telephone redemption instructions from any person
representing himself or herself to be the investor, or a
representative of the investor's Service Agent, and reasonably
believed by the Transfer Agent to be genuine. Ordinarily, the
Fund will initiate payment for shares redeemed pursuant to this
Privilege on the next business day after receipt if the Transfer
Agent receives the redemption request in proper form.
Redemption proceeds will be transferred by Federal Reserve wire
only to the commercial bank account specified by the investor on
the Account Application or Shareholder Services Form.
Redemption proceeds, if wired, must be in the amount of $1,000
or more and will be wired to the investor's account at the bank
of record designated in the investor's file at the Transfer
Agent, if the investor's bank is a member of the Federal Reserve
System, or to a correspondent bank if the investor's bank is not
a member. Fees ordinarily are imposed by such bank and usually
are borne by the investor. Immediate notification by the
correspondent bank to the investor's bank is necessary to avoid
a delay in crediting the funds to the investor's bank account.
Investors with access to telegraphic equipment
may wire redemption requests to the Transfer Agent by employing
the following transmittal code which may be used for domestic or
overseas transmissions:
Transfer Agent's
Transmittal Code Answer Back Sign
144295 144295 TSSG PREP
Investors who do not have direct access to telegraphic
equipment may have the wire transmitted by contacting a TRT
Cables operator at 1-800-654-7171, toll free. Investors should
advise the operator that the above transmittal code must be used
and should also inform the operator of the Transfer Agent's
answer back sign.
To change the commercial bank or account designated to
receive 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. Investors should be aware
that if they have selected the Dreyfus TeleTransfer Privilege,
any request for a wire redemption will be effected as a Dreyfus
TeleTransfer transaction through the Automated Clearing House
("ACH") system unless more prompt transmittal specifically is
requested. Redemption proceeds will be on deposit in the
investor's account at an ACH member bank ordinarily two business
days after receipt of the redemption request. See "Purchase of
Fund Shares--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. The Fund has committed itself to pay
in cash all redemption requests by any shareholder of record of
a Portfolio, limited in amount during any 90-day period to the
lesser of $250,000 or 1% of the value of such Portfolio's net
assets at the beginning of such period. Such commitment is
irrevocable without the prior approval of the Securities and
Exchange Commission. In the case of requests for redemption in
excess of such amount, the Board of Directors reserves the right
to make payments in whole or in part in securities or other
assets in case of an emergency or any time a cash distribution
would impair the liquidity of the Portfolio to the detriment of
the existing shareholders. In such event, the securities would
be valued in the same manner as the Portfolio's securities are
valued. If the recipient sold such securities, brokerage
charges would be incurred.
Suspension of Redemptions. The right of redemption may be
suspended or the date of payment postponed (a) during any period
when the New York Stock Exchange is closed (other than customary
weekend and holiday closings), (b) when trading in the markets
the Fund ordinarily utilizes is restricted, or when an emergency
exists as determined by the Securities and Exchange Commission
so that disposal of the Fund's investments or determination of
its net asset value is not reasonably practicable, or (c) for
such other periods as the Securities and Exchange Commission by
order may permit to protect the Fund's shareholders.
SHAREHOLDER SERVICES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"Shareholder Services."
Exchange Privilege. Shares of other Portfolios of the Fund
or 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 that are offered
without a sales load will be made without a sales
load.
B. Shares of funds purchased without a sales load
may be exchanged for shares of other funds sold
with a sales load, and the applicable sales load
will be deducted.
C. Shares of funds purchased with a sales load may
be exchanged without a sales load for shares of
other funds sold without a sales load.
D. Shares of funds purchased with a sales load,
shares of funds acquired by a previous exchange
from shares purchased with a sales load and
additional shares acquired through reinvestment
of dividends or distributions of any such funds
(collectively referred to herein as "Purchased
Shares") may be exchanged for shares of other
funds sold with a sales load (referred to herein
as "Offered Shares"), provided that, if the sales
load applicable to the Offered Shares exceeds the
maximum sales load that could have been imposed
in connection with the Purchased Shares (at the
time the Purchased Shares were acquired), without
giving effect to any reduced loads, the
difference will be deducted.
To accomplish an exchange under item D above, shareholders
must notify the Transfer Agent of their prior ownership of fund
shares and their account number.
To use this Privilege, an investor or the investor's Service
Agent acting on the investor's behalf must give exchange
instructions to the Transfer Agent in writing, by wire or by
telephone. Telephone exchanges may be made only if the
appropriate "YES" box has been checked on the Account
Application, or a separate signed Shareholder Services Form is
on file with the Transfer Agent. By using this Privilege, the
investor authorizes the Transfer Agent to act on telephonic,
telegraphic or written exchange instructions from any person
representing himself or herself to be the investor or a
representative of the investor's Service Agent, and reasonably
believed by the Transfer Agent to be genuine. Telephone
exchanges may be subject to limitations as to the amount
involved or the number of telephone exchanges permitted. Shares
issued in certificate form are not eligible for telephone
exchange.
To establish a 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. For Dreyfus-sponsored Keogh Plans, IRAs and IRAs
set up under a Simplified Employee Pension Plan ("SEP-IRAs")
with only one participant, the minimum initial investment is
$750. To exchange shares held in Corporate Plans, 403(b)(7)
Plans and SEP-IRAs with more than one participant, the minimum
initial investment is $100 if the plan has at least $2,500
invested among the funds in the Dreyfus Family of Funds. To
exchange shares held in a Retirement Plan account, the shares
exchanged must have a current value of at least $100.
Dreyfus Auto-Exchange Privilege. Dreyfus Auto-Exchange
permits an investor to purchase, in exchange for shares of a
Portfolio, shares of one of the other Portfolios of the Fund or
shares of another fund in the Dreyfus Family of Funds. This
Privilege is available only for existing accounts. Shares will
be exchanged on the basis of relative net asset value as set
forth under "Exchange Privilege" above. Enrollment in or
modification or cancellation of this Privilege is effective
three business days following notification by the investor. An
investor will be notified if his account falls below the amount
designated to be exchanged under this Privilege. In this case,
an investor's account will fall to zero unless additional
investments are made in excess of the designated amount prior to
the next Auto-Exchange transaction. Shares held under IRA and
other retirement plans are eligible for this Privilege.
Exchanges of IRA shares may be made between IRA accounts and
from regular accounts to IRA accounts, but not from IRA accounts
to regular accounts. With respect to all other retirement
accounts, exchanges may be made only among those accounts.
The Exchange Privilege and Dreyfus Auto-Exchange Privilege
are available to shareholders resident in any state in which
shares of the fund being acquired may legally be sold. Shares
may be exchanged only between accounts having identical names
and other identifying designations.
Shareholder Services Forms and prospectuses of the other
funds may be obtained from the Distributor, 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144. The Fund reserves
the right to reject any exchange request in whole or in part.
The Exchange Privilege or the Dreyfus Auto-Exchange Privilege
may be modified or terminated at any time upon notice to
shareholders.
Automatic Withdrawal Plan. The Automatic Withdrawal Plan
permits an investor with a $5,000 minimum account to request
withdrawal of a specified dollar amount (minimum of $50) on
either a monthly or quarterly basis. Withdrawal payments are
the proceeds from sales of Fund shares, not the yield on the
shares. If withdrawal payments exceed reinvested dividends and
distributions, the investor's shares will be reduced and
eventually may be depleted. An Automatic Withdrawal Plan may be
established by completing the appropriate application available
from the Distributor. There is a service charge of $.50 for
each withdrawal check. Automatic Withdrawal may be terminated
at any time by the investor, the Fund or the Transfer Agent.
Shares for which certificates have been issued may not be
redeemed through the Automatic Withdrawal Plan.
Dreyfus Dividend Sweep. Dreyfus Dividend Sweep allows
investors to invest on the payment date their dividends or
dividends and capital gain distributions, if any, from a
Portfolio in shares of another Portfolio of the Fund or shares
of another fund in the Dreyfus Family of Funds of which the
investor is 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 that are 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 which
charges a sales load may be invested in shares of
other funds sold with a sales load (referred to
herein as "Offered Shares"), provided that, if
the sales load applicable to the Offered Shares
exceeds the maximum sales load charged by the
fund from which dividends or distributions are
being swept, without giving effect to any reduced
loads, the difference will be deducted.
D. Dividends and distributions paid by a fund may be
invested in shares of other funds that impose a
contingent deferred sales charge and the
applicable contingent deferred sales charge, if
any, will be imposed upon redemption of such
shares.
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 SEP-IRAs and IRA "Rollover Accounts," and
403(b)(7) Plans. Plan support services also are available. For
details, please contact the Dreyfus Group Retirement Plans, a
division of the Distributor, by calling toll free 1-800-358-
5566.
Investors who wish to purchase Fund shares in conjunction
with a Keogh Plan, a 403(b)(7) Plan or an IRA, including an SEP-
IRA, may request from the Distributor forms for adoption of such
plans.
The entity acting as custodian for Keogh Plans, 403(b)(7)
Plans or IRAs may charge a fee, payment of which could require
the liquidation of shares. All fees charged are described in
the appropriate form.
Shares may be purchased in connection with these plans only
by direct remittance to the entity acting as custodian.
Purchases for these plans may not be made in advance of receipt
of funds.
The minimum initial investment for corporate plans, Salary
Reduction Plans, 403(b)(7) Plans and SEP-IRAs with more than one
participant, is $2,500 with no minimum on subsequent purchases.
The minimum initial investment for Dreyfus-sponsored Keogh
Plans, IRAs, SEP-IRAs and 403(b)(7) Plans with only one
participant, is normally $750, with no minimum on subsequent
purchases. Individuals who open an IRA may also open a non-
working spousal IRA with a minimum investment of $250.
The investor should read the Prototype Retirement Plan and
the appropriate form of Custodial Agreement for further details
on eligibility, service fees and tax implications, and should
consult a tax adviser.
DETERMINATION OF NET ASSET VALUE
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"How to Buy Fund Shares."
Valuation of Portfolio Securities. Each Portfolio's
securities, including covered call options written by a
Portfolio, are valued at the last sale price on the securities
exchange or national securities market on which such securities
primarily are traded. Short-term investments are carried at
amortized cost, which approximates value. 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, except in the case of open
short positions where the asked price is used for valuation
purposes. Bid price is used when no asked price is available.
Any securities or other assets for which recent market
quotations are not readily available are valued at fair value as
determined in good faith by the Fund's Board of Directors.
Expenses and fees of the Fund, including the management fee paid
by the Fund and the distribution and service fees, are accrued
daily and taken into account for the purpose of determining the
net asset value of Fund shares.
Restricted securities, as well as securities or other assets
for which market quotations are not readily available, or are
not valued by a pricing service approved by the Board of
Directors, are valued at fair value as determined in good faith
by the Board of Directors. The Board of Directors will review
the method of valuation on a current basis. In making their
good faith valuation of restricted securities, the Directors
generally will take the following factors into consideration:
restricted securities which are 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 of Directors if the Directors 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 of Directors.
New York Stock Exchange Closings. The holidays (as observed)
on which the New York Stock Exchange is closed currently are:
New Year's Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving and Christmas.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"Dividends, Distributions and Taxes."
It is expected that each Portfolio will qualify as a
"regulated investment company" under the Internal Revenue Code
of 1986, as amended (the "Code"), as long as such qualification
is in the best interests of its shareholders. Qualification as
a regulated investment company relieves each Portfolio from any
liability for Federal income taxes to the extent its earnings
are distributed in accordance with applicable provisions of the
Code. The term "regulated investment company" does not imply
the supervision of management or investment practices or
policies by any government agency.
Any dividend or distribution paid shortly after an investor's
purchase may have the effect of reducing the net asset value of
the shares below the cost of his investment. Such a dividend or
distribution would be a return on investment in an economic
sense, although taxable as stated above. In addition, the Code
provides that if a shareholder holds shares of the Fund for six
months or less and has received a capital gain distribution with
respect to such shares, any loss incurred on the sale of such
shares will be treated as a long-term capital loss to the extent
of the capital gain distribution received.
Ordinarily, gains and losses realized from portfolio
transactions will be treated as capital gain and loss. However,
a portion of the gain or loss from the disposition of non-U.S.
dollar denominated securities (including debt instruments,
certain financial forward futures and option contracts and
certain preferred stock) may be treated as ordinary income or
loss under Section 988 of the Code. In addition, all or a
portion of the gain realized from the disposition of certain
market discount bonds will be treated as ordinary income under
Section 1276. A market discount bond is defined as any bond
purchased by the Fund after April 30, 1993, and after its
original issuance, at a price below its face or accreted value.
Finally, all or a portion of the gain realized from engaging in
"conversion transactions" may be treated as ordinary income
under Section 1258. "Conversion transactions" are defined to
include certain forward, futures, option and straddle
transactions, transactions marketed or sold to produce capital
gains, or transactions described in Treasury regulations to be
issued in the future.
Under Section 1256 of the Code, any gain or loss realized by
a Portfolio from certain futures and forward contracts and
options transactions will be treated as 60% long-term capital
gain or loss and 40% short-term capital gain or loss. Gain or
loss will arise upon exercise or lapse of such contracts and
options as well as from closing transactions. In addition, any
such contracts or options remaining unexercised at the end of
the Portfolio's taxable year will be treated as sold for their
then fair market value, resulting in additional gain or loss to
such Portfolio characterized in the manner described above.
Offsetting positions held by a Portfolio involving certain
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, overrides or modifies the provisions of Section
1256 and 988. As such, all or a portion of any short-term or
long-term capital gain from certain "straddle" transactions may
be recharacterized to ordinary income. If a Portfolio 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
Portfolio may make one or more elections with respect to "mixed
straddles." Depending on which election is made, if any, the
results to the Portfolio may differ. If no election is made to
the extent the "straddle" and conversion transactions rules
apply to positions established by the Portfolio, losses realized
by the Portfolio will be deferred to the extent of unrealized
gain in the offsetting position. Moreover, as a result of the
"straddle" 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.
Investment by a Portfolio in securities issued or acquired at
a discount, or providing for deferred interest or for payment of
interest in the form of additional obligations could under
special tax rules affect the amount, timing and character of
distributions to shareholders by causing a Portfolio to
recognize income prior to the receipt of cash payments. For
example, a Portfolio could be required to accrue a portion of
the discount (or deemed discount) at which the securities were
issued and to distribute such income in order to maintain its
qualification as a regulated investment company. In such case,
a Portfolio may have to dispose of securities which it might
otherwise have continued to hold in order to generate cash to
satisfy these distribution requirements.
PORTFOLIO TRANSACTIONS
The Manager supervises the placement of orders on behalf of
the Fund for the purchase or sale of portfolio securities.
Allocation of brokerage transactions, including their frequency,
is made in the Manager's best judgment 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
fee of the Manager is not reduced as a consequence of the
receipt of such supplemental information. Such information may
be useful to the Manager in serving both the Fund and other
clients which it advises and, conversely, supplemental
information obtained by the placement of business of other
clients may be useful to the Manager in carrying out its obliga-
tion to the Fund. Brokers are also selected because of their
ability to handle special executions such as are involved in
large block trades or broad distributions, provided the primary
consideration is met. Large block trades may, in certain cases,
result from two or more clients the Manager might advise being
engaged simultaneously in the purchase or sale of the same
security. Certain of each Portfolio's transactions in
securities of foreign issuers may not benefit from the
negotiated commission rates available to the Portfolio for
transactions in securities of domestic issuers. When
transactions are executed in the over-the-counter market, each
Portfolio will deal with the primary market makers unless a more
favorable price or execution otherwise is obtainable.
For the period July 1, 1993 (commencement of operations)
through October 31, 1993, the Fund paid total brokerage
commissions of $22,040, with respect to Dreyfus Aggressive Large
Capitalization Asset Allocation Portfolio, none of which was
paid to the Distributor. The Fund paid no gross spreads or
concessions on principal transactions for such period.
Portfolio turnover may vary from year to year, as well as
within a year. High turnover rates are likely to result in
comparatively greater brokerage expenses. The overall
reasonableness of brokerage commissions paid is evaluated by the
Manager based upon its knowledge of available information as to
the general level of commissions paid by other institutional
investors for comparable services.
PERFORMANCE INFORMATION
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"Performance Information."
Dreyfus Aggressive Large Capitalization Asset Allocation
Portfolio's average annual total return for the .337 period
ended October 31, 1993 was 6.05%. Average annual total return
is calculated by determining the ending redeemable value of an
investment purchased at net asset value 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 Aggressive Large Capitalization Asset Allocation
Portfolio's total return for the period July 1, 1993 to October
31, 1993 was 2.00%. Total return is calculated by subtracting
the amount of each Portfolio's net asset value per share at the
beginning of a stated period from the net asset value per share
at the end of the period (after giving effect to the
reinvestment of dividends and distributions during the period),
and dividing the result by the net asset value per share at the
beginning of the period.
Comparative performance may be used from time to time in
advertising the Fund's shares, including data from Lipper
Analytical Services, Inc., Morningstar, Inc., Standard & Poor's
500 Stock Index, the Dow Jones Industrial Average, Money
Magazine, Wilshire 4500 Index and other industry publications.
From time to time, the 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 the 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 the Fund may refer to or discuss then-
current or past economic or financial conditions, developments
and/or events.
From time to time, the Fund may compare its performance with
the performance of other instruments, such as certificates of
deposit and bank money market accounts which are FDIC-insured.
From time to time, advertising materials for the Fund may refer
to Morningstar ratings and related analyses supporting such
ratings.
INFORMATION ABOUT THE FUND
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"General Information."
Each Portfolio share has one vote and, when issued and paid
for in accordance with the terms of the offering, is fully paid
and non-assessable. Portfolio 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.
The Fund will send annual and semi-annual financial
statements to all its shareholders.
CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT, COUNSEL
AND INDEPENDENT AUDITORS
The Bank of New York, 110 Washington Street, New York, New
York 10286, is the Fund's custodian. The Shareholder Services
Group, Inc., a subsidiary of First Data Corporation, P.O. Box
9671, Providence, Rhode Island 02940-9671, is the Fund's
transfer and dividend disbursing agent. Neither The Bank of New
York nor The Shareholder Services Group, Inc. has any part in
determining the investment policies of the Fund or which
securities are to be purchased or sold by the Fund.
Stroock & Stroock & Lavan, 7 Hanover Square, New York, New
York 10004-2696, as counsel for the Fund, has rendered its
opinion as to certain legal matters regarding the due
authorization and valid issuance of the shares of common stock
being sold pursuant to the Fund's Prospectus.
Ernst & Young, 787 Seventh Avenue, New York, New York 10019,
independent auditors, have been selected as auditors of the
Fund.
<PAGE>
FINANCIAL STATEMENTS
[To be filed by Amendment]
<PAGE>
DREYFUS ASSET ALLOCATION FUND, INC.
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits. - List
(a) Financial Statements:
Included in Part A of the Registration Statement
Condensed Financial Information*
Included in Part B of the Registration Statement:
Statement of Investments*
Statement of Assets and Liabilities*
Statement of Operations*
Statement of Changes in Net Assets*
Notes to Financial Statements*
Report of Ernst & Young, Independent
Auditors*
Schedules No. I through VII and other financial statement
information, for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission,
are either omitted because they are not required under the
related instructions, they are inapplicable, or the required
information is presented in the financial statements or notes
thereto which are included in Part B of the Registration
Statement.
________________
*To be filed by Amendment.
<PAGE>
Item 24. Financial Statements and Exhibits. - List (continued)
(b) Exhibits:
(1)(a) Registrant's Articles of Incorporation and Articles of
Amendment are incorporated by reference to Exhibit (1)
of Pre-Effective Amendment No. 1 to the Registration
Statement on Form N-1A, filed on June 28, 1993.
(1)(b) Form of Amendment to the Registrant's Articles of
Incorporation.*
(2) Registrant's By-Laws, as amended, are incorporated by
reference to Exhibit (2) of Pre-Effective Amendment
No. 1 to the Registration Statement on Form N-1A,
filed on June 28, 1993.
(4) Specimen certificate for the Registrant's securities is
incorporated by reference to Exhibit (4) of Pre-
Effective Amendment No. 1 to the Registration Statement
on Form N-1A, filed on June 28, 1993.
(5)(a) Management Agreement is incorporated by reference to
Exhibit (5) of Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-1A, filed on June 28,
1993.
(5)(b) Form of Management Agreement, as revised.*
(6)(a) Distribution Agreement is incorporated by reference to
Exhibit (6) of Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-1A, filed on June 28,
1993.
(6)(b) Forms of Service Agreement are incorporated by
reference to Exhibit 6(b) of Pre-Effective Amendment
No. 1 to the Registration Statement on Form N-1A, filed
on June 28, 1993.
(6)(c) Form of Distribution Agreement, as revised.*
(8) Custody Agreement is incorporated by reference to
Exhibit (8) of Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-1A, filed on June 28,
1993.
(9)(a) Shareholder Services Plan is incorporated by reference
to Exhibit (a) of the Pre-Effective Amendment No. 1 to
the Registration Statement on Form N-1A, filed on June
28, 1993.
(9)(b) Form of Shareholder Services Plan, as revised.*
________________
* To be filed by Amendment.
<PAGE>
Item 24. Financial Statements and Exhibits. - List (continued)
(10) Opinion and consent of Registrant's counsel is
incorporated by reference to Exhibit (10) of Pre-
Effective Amendment No. 1 to the Registration Statement
on Form N-1A, filed on June 28, 1993.
(11) Consent of Independent Auditors.*
(15)(a) Distribution Plan is incorporated by reference to
Exhibit (15) of Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-1A, filed on June 28,
1993.
(15)(b) Form of Distribution Plan, as revised.*
(16) Schedules of Computation of Performance Data.*
Other Exhibits
(a) Powers of Attorney of the Directors and officers are
incorporated by reference to Other Exhibits (a) of Pre-
Effective Amendment No. 1 to the Registration Statement
on Form N-1A, filed on June 28, 1993.
(b) Certificate of Secretary is incorporated by reference
to Other Exhibits (b) of Pre-Effective Amendment No. 1
to the Registration Statement on Form N-1A, filed on
June 28, 1993.
Item 25. Persons Controlled by or under Common Control with
Registrant.
Not Applicable
Item 26. Number of Holders of Securities.
(1) (2)
Number of Record Holders
Title of Class as of May 31, 1994
Shares of Common Stock,
par value $.01 per share
Aggressive Large
Capitalization Portfolio. . . . . . . . . . . .3,615
Conservative Large
Capitalization Portfolio. . . . . . . . . . . . . .0
Aggressive Small and Mid
Capitalization Portfolio. . . . . . . . . . . . . .0
________________
* To be filed by Amendment.
<PAGE>
Item 27. Indemnification
The Statement as to the general effect of any contract,
arrangements or statute under which a director,
officer, underwriter or affiliated person of the
Registrant is insured or indemnified in any manner
against any liability which may be incurred in such
capacity, other than insurance provided by any
director, officer, affiliated person or underwriter for
their own protection, is incorporated by reference to
Item 4 of Part II of Pre-Effective Amendment No. 1 to
the Registration Statement on Form N-1A, filed on June
28, 1993.
Reference is also made to the Distribution Agreement
attached as Exhibit (6) of Pre-Effective Amendment No.
1 to the Registration Statement on Form N-1A, filed on
June 28, 1993.
Item 28. Business and Other Connections of Investment
Adviser.
(a) Investment Adviser - The Dreyfus Corporation
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, manager and distributor for
sponsored investment companies registered under the 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 distributor of shares of investment
companies sponsored by Dreyfus and of investment companies for
which Dreyfus acts as sub-investment adviser and administrator.
Dreyfus Management, Inc., another wholly-owned subsidiary,
provides investment management services to various pension plans,
institutions and individuals.
Officers and Directors of Dreyfus
Name and Position with
Dreyfus Other Businesses
MANDELL L. BERMAN Real estate consultant and private
investor
Director 29100 Northwestern Highway -
Suite 370
Southfield, Michigan 48034;
Past Chairman of the Board of
Trustees of
Skillman Foundation;
Member of the Board of Vintners
International
ALVIN E. FRIEDMAN Senior Adviser to Dillon, Read &
Co. Inc.
Director 535 Madison Avenue
New York, New York 10022;
Director and member of the
Executive
Committee of Avnet, Inc.
ABIGAIL Q. McCARTHY Author, lecturer, columnist and
educational Director consultant
2126 Connecticut Avenue
Washington, D.C. 20008
DAVID B. TRUMAN Educational consultant;
Director Past President of the Russell Sage
Foundation
230 Park Avenue
New York, New York 10017;
Past President of Mount Holyoke
College
South Hadley, Massachusetts
01075;
Former Director:
Student Loan Marketing
Association
1055 Thomas Jefferson Street,
N.W.
Washington, D.C. 20006;
Former Trustee:
College Retirement Equities Fund
730 Third Avenue
New York, New York 10017
HOWARD STEIN Chairman of the Board, President
Chairman of the Board and Investment Officer:
and Chief Executive Dreyfus Capital Growth Fund (A
Premier Officer Fund)++;
Chairman of the Board and Invest-
ment
Officer:
The Dreyfus Fund Incorporated++;
Dreyfus New Leaders Fund, Inc.++;
The Dreyfus Socially Responsible
Growth Fund, Inc.++;
The Dreyfus Third Century Fund,
Inc.++;
Chairman of the Board:
Dreyfus Acquisition Corporation*;
Dreyfus America Fund++++;
The Dreyfus Consumer Credit
Corporation*;
Dreyfus Land Development
Corporation*;
Dreyfus Management, Inc.*;
Dreyfus Service Corporation*;
Chairman of the Board and Chief
Executive Officer:
Major Trading Corporation*;
President, Managing General Partner
and
Investment Officer:
Dreyfus Global Growth, L.P. (A
Strategic Fund)++;
Dreyfus Strategic Growth, L.P.++;
Director, President and Investment
Officer:
Dreyfus Appreciation Fund,
Inc.++;
Dreyfus Asset Allocation Fund,
Inc.++;
Dreyfus Capital Value Fund (A
Premier Fund)++;
Dreyfus Focus Funds, Inc.++;
Dreyfus Growth Opportunity Fund,
Inc.++;
The 401(k) Fund++;
Premier Growth Fund, Inc.++;
Director and Investment Officer:
Dreyfus Growth and Income Fund,
Inc.++;
President:
Dreyfus Consumer Life Insurance
Company*;
Director:
Avnet, Inc.**;
Comstock Partners Strategy Fund,
Inc.***;
Dreyfus A Bonds Plus, Inc.++;
Dreyfus BASIC Money Market Fund,
Inc.++;
The Dreyfus Fund International
Limited++++++;
Dreyfus Global Bond Fund, Inc.++;
Dreyfus Insured Municipal Bond
Fund, Inc.++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Money Market Instruments,
Inc.++;
Dreyfus Municipal Bond Fund,
Inc.++;
Dreyfus Municipal Money Market
Fund, Inc.++;
Dreyfus New Jersey Municipal Bond
Fund, Inc.++;
Dreyfus Partnership Management,
Inc.*;
Dreyfus Personal Management,
Inc.*;
Dreyfus Precious Metals, Inc.*;
Dreyfus Realty Advisors, Inc.+++;
Dreyfus Service Organization,
Inc.*;
Dreyfus Strategic Governments
Income, Inc.++;
The Dreyfus Trust Company++;
General Government Securities
Money
Market Fund, Inc.++;
General Money Market Fund,
Inc.++;
General Municipal Money Market
Fund, Inc.++;
FN Network Tax Free Money Market
Fund, Inc.++;
Seven Six Seven Agency, Inc.*;
World Balanced Fund++++;
Trustee and Investment Officer:
Dreyfus Short-Intermediate
Government
Fund++;
Dreyfus Strategic Investing++;
Dreyfus Variable Investment
Fund++;
Trustee:
Corporate Property Investors
New York, New York;
Dreyfus BASIC U.S. Government
Money Market Fund++;
Dreyfus California Tax Exempt
Money
Market Fund++;
Dreyfus Institutional Money
Market
Fund++;
Dreyfus Institutional Short Term
Treasury Fund++;
Dreyfus Investors GNMA Fund++;
Dreyfus 100% U.S. Treasury
Intermediate Term Fund++;
Dreyfus 100% U.S. Treasury Long
Term Fund++;
Dreyfus 100% U.S. Treasury Money
Market Fund++;
Dreyfus 100% U.S. Treasury Short
Term Fund++;
Dreyfus Strategic Income++
JULIAN M. SMERLING Director and Executive Vice
President:
Vice Chairman of the Dreyfus Service Corporation*;
Board of Directors Director and Vice President:
Dreyfus Consumer Life Insurance
Company*;
Dreyfus Service Organization,
Inc.*;
Director and Vice Chairman:
The Dreyfus Trust Company++;
The Dreyfus Trust Company
(N.J.)++;
Director:
The Dreyfus Consumer Credit
Corporation*;
Dreyfus Partnership Management,
Inc.*;
Seven Six Seven Agency, Inc.*
JOSEPH S. DiMARTINO Director and Chairman of the Board:
President, Chief The Dreyfus Trust Company++;
Operating Officer Director, President and
and Director Investment Officer:
Dreyfus Cash Management Plus,
Inc.++;
Dreyfus Global Bond Fund, Inc.++;
Dreyfus International Equity
Fund, Inc.++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Money Market Instruments,
Inc.++;
Dreyfus Worldwide Dollar
Money Market Fund, Inc.++;
General Government Securities
Money Market Fund, Inc.++;
General Money Market Fund,
Inc.++;
Director and President:
Dreyfus Acquisition Corporation*;
The Dreyfus Consumer Credit
Corporation*;
Dreyfus Edison Electric Index
Fund, Inc.++;
Dreyfus Life and Annuity Index
Fund, Inc.++;
Dreyfus Partnership Management,
Inc.*;
The Dreyfus Trust Company
(N.J.)++;
Dreyfus-Wilshire Target Funds,
Inc.++;
First Prairie Municipal Bond
Fund++;
Peoples Index Fund, Inc.++;
Peoples S&P MidCap Index Fund,
Inc.++;
Trustee, President and Investment
Officer:
Dreyfus Cash Management++;
Dreyfus Government Cash
Management++;
Dreyfus Institutional Money
Market Fund++;Dreyfus
Short-Intermediate
Government Fund++;
Dreyfus Treasury Cash
Management++;
Dreyfus Treasury Prime Cash
Management++;
Dreyfus Variable Investment
Fund++;
Premier GNMA Fund++;
Trustee and President:
First Prairie Cash Management++;
First Prairie Diversified Asset
Fund++;
First Prairie Money Market
Fund++;
First Prairie Municipal Money
Market Fund++;
First Prairie U.S. Government
Income Fund++;
First Prairie U.S. Treasury
Securities Cash
Management++;
Trustee, Vice President and
Investment Officer:
Dreyfus Institutional Short Term
Treasury Fund++;
Trustee and Investment Officer:
Premier GNMA Fund++;
Director and Executive Vice
President:
Dreyfus Service Corporation*;
Director, Vice President and
Investment Officer:
Dreyfus Balanced Fund, Inc.++;
Dreyfus International Equity
Fund, Inc.++;
Director and Vice President:
Dreyfus Service Organization,
Inc.*;
General Municipal Bond Fund,
Inc.++;
General Municipal Money Market
Fund, Inc.++;
Director and Investment Officer:
Dreyfus A Bonds Plus, Inc.++;
Dreyfus Appreciation Fund,
Inc.++;Dreyfus Short-Term Income
Fund,
Inc.++;
Premier Growth Fund, Inc.++;
Director and Corporate Member:
Muscular Dystrophy Association
810 Seventh Avenue
New York, New York 10019;
Director:
Dreyfus Management, Inc.*;
Dreyfus Personal Management,
Inc.*;
Noel Group, Inc.
667 Madison Avenue
New York, New York 10021;
Trustee:
Bucknell University
Lewisburg, Pennsylvania 17837;
President and Investment Officer:
Dreyfus BASIC Money Market Fund,
Inc.++;
Dreyfus BASIC U.S. Government
Money Market Fund++;
Vice President:
Dreyfus Consumer Life Insurance
Company*;
Investment Officer:
The Dreyfus Fund Incorporated++;
Dreyfus Investors GNMA Fund++;
Dreyfus 100% U.S. Treasury
Intermediate Term Fund++;
Dreyfus 100% U.S. Treasury Long
Term Fund++;
Dreyfus 100% U.S. Treasury Money
Market Fund++;
Dreyfus 100% U.S. Treasury Short
Term Fund++;
Director, President and Chief
Operating Officer:
Major Trading Corporation*
LAWRENCE M. GREENE Chairman of the Board:
Legal Consultant The Dreyfus Security Savings
Bank, F.S.B.+;
and Director Director and Executive Vice
President:
Dreyfus Service Corporation*;
Director and Vice President:
Dreyfus Acquisition Corporation*;
Dreyfus Consumer Life Insurance
Company*;
Dreyfus Service Organization,
Inc.*;
Director:
Dreyfus America Fund++++;
Dreyfus BASIC Municipal Fund++;
Dreyfus California Tax Exempt
Bond Fund, Inc.++;
Dreyfus Capital Value Fund (A
Premier Fund)++;
Dreyfus Connecticut Municipal
Money
Market Fund, Inc.++;
Dreyfus GNMA Fund, Inc.++;
Dreyfus Intermediate Municipal
Bond Fund, Inc.++;
Dreyfus-Lincoln, Inc.*;
Dreyfus Management, Inc.*;
Dreyfus Michigan Municipal Money
Market Fund, Inc.++;
Dreyfus New Jersey Municipal
Money Market Fund, Inc.++;
Dreyfus New Leaders Fund, Inc.++;
Dreyfus New York Tax Exempt
Bond Fund, Inc.++;
Dreyfus Ohio Municipal
Money Market Fund, Inc.++;
Dreyfus Precious Metals, Inc.*;
Dreyfus Thrift & Commerce+++;
The Dreyfus Trust Company
(N.J.)++;
Seven Six Seven Agency, Inc.*;
Vice President:
Dreyfus Growth Opportunity Fund,
Inc.++;
Trustee:
Dreyfus Massachusetts Municipal
Money Market Fund++;
Dreyfus Massachusetts Tax Exempt
Bond Fund++;
Dreyfus New York Tax Exempt
Intermediate
Bond Fund++;
Dreyfus New York Tax Exempt Money
Market Fund++;
Dreyfus Pennsylvania Municipal
Money Market Fund++;
Investment Officer:
The Dreyfus Fund Incorporated++
ROBERT F. DUBUSS Director and Treasurer:
Vice President Major Trading Corporation*;
Director and Vice President:
The Dreyfus Consumer Credit
Corporation*;
The Truepenny Corporation*;
Vice President:
Dreyfus Consumer Life Insurance
Company*;
Treasurer:
Dreyfus Management, Inc.*;
Dreyfus Precious Metals, Inc.*;
Dreyfus Service Corporation*;
Assistant Treasurer:
The Dreyfus Fund Incorporated++;
Director:
The Dreyfus Trust Company++;
The Dreyfus Trust Company
(N.J.)++;
Dreyfus Thrift & Commerce****
ALAN M. EISNER Director and President:
Vice President and The Truepenny Corporation*;
Chief Financial Officer Vice President and Chief Financial
Officer:
Dreyfus Acquisition Corporation*;
Dreyfus Consumer Life Insurance
Company*;
Treasurer:
Dreyfus Realty Advisors, Inc.+++;
Director, Treasurer and Financial
Officer:
The Dreyfus Trust Company++;
The Dreyfus Trust Company
(N.J.)++;
Director:
Dreyfus Thrift & Commerce****;
Director and Vice President:
The Dreyfus Consumer Credit
Corporation*
DAVID W. BURKE Director and Vice President:
Vice President and The Dreyfus Trust Company++;
Chief Administrative Formerly, President:
Officer CBS News, a division of CBS, Inc.
524 West 57th Street
New York, New York 10019;
Director:
Dreyfus Asset Allocation Fund,
Inc.++;
Dreyfus BASIC Money Market Fund,
Inc.++;
Dreyfus BASIC Municipal Fund++;
Dreyfus California Municipal
Income, Inc.++;
Dreyfus California Tax Exempt
Bond Fund, Inc.++;
Dreyfus Capital Value Fund (A
Premier Fund)++;
Dreyfus Cash Management Plus,
Inc.++;
Dreyfus Connecticut Municipal
Money Market Fund, Inc.++;
The Dreyfus Fund Incorporated++;
Dreyfus Insured Municipal Bond
Fund, Inc.++;
Dreyfus Intermediate Municipal
Bond Fund, Inc.++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Michigan Municipal Money
Market Fund, Inc.++;
Dreyfus Municipal Bond Fund,
Inc.++;
Dreyfus Municipal Income, Inc.++;
Dreyfus Municipal Money Market
Fund, Inc.++;
Dreyfus New Jersey Municipal
Money Market Fund, Inc.++;
Dreyfus New Leaders Fund, Inc.++;
Dreyfus New York Municipal
Income, Inc.++;
Dreyfus New York Tax Exempt Bond
Fund, Inc.++;
Dreyfus Ohio Municipal Money
Market Fund, Inc.++;
Dreyfus Short-Term Income Fund,
Inc.++;
Dreyfus Strategic Governments
Income, Inc.++;
Dreyfus Strategic Municipals,
Inc.++;
Dreyfus Strategic Municipal Bond
Fund, Inc.++;
Dreyfus Worldwide Dollar Money
Market Fund, Inc.++;
The 401(k) Fund++;
Trustee:
Dreyfus BASIC U.S. Government
Money Market Fund++;
Dreyfus California Intermediate
Municipal Bond Fund++;
Dreyfus California Tax Exempt
Money Market Fund++;
Dreyfus Cash Management++;
Dreyfus Connecticut Intermediate
Municipal Bond Fund++;
Dreyfus Government Cash
Management++;
Dreyfus Institutional Short Term
Treasury Fund++;
Dreyfus Massachusetts
Intermediate Municipal Bond Fund++;
Dreyfus Massachusetts Municipal
Money Market Fund++;
Dreyfus Massachusetts Tax Exempt
Bond Fund++;
Dreyfus Municipal Cash Management
Plus++;
Dreyfus New Jersey Intermediate
Municipal Bond Fund++;
Dreyfus New York Municipal Cash
Management++;
Dreyfus New York Tax Exempt
Intermediate Bond Fund++;
Dreyfus Pennsylvania Intermediate
Municipal Bond Fund++;
Dreyfus Pennsylvania Municipal
Money Market Fund++;
Dreyfus Short-Intermediate
Government Fund++;
Dreyfus Strategic Income++;
Dreyfus Strategic Investing++;
Dreyfus Tax Exempt Cash
Management++;
Dreyfus Treasury Cash
Management++;
Dreyfus Treasury Prime Cash
Management++
ELIE M. GENADRY President:
Vice President- Institutional Services Division
of
Institutional Sales Dreyfus Service Corporation*;
Broker-Dealer Division of Dreyfus
Service Corporation*;
Group Retirement Plans Division
of Dreyfus Service Corporation;
Executive Vice President:
Dreyfus Service Corporation*;
Dreyfus Service Organization,
Inc.*;
Senior Vice President:
Dreyfus Cash Management++;
Dreyfus Cash Management Plus,
Inc.++;
Dreyfus Edison Electric Index
Fund, Inc.++;
Dreyfus Government Cash
Management++;
Dreyfus Institutional Short Term
Treasury Fund++;
Dreyfus Life and Annuity Index
Fund,
Inc.++;
Dreyfus Municipal Cash
Management Plus++;
Dreyfus New York Municipal Cash
Management++;
Dreyfus Tax Exempt Cash
Management++;
Dreyfus Treasury Cash
Management++;
Dreyfus Treasury Prime Cash
Management++;
Dreyfus-Wilshire Target Funds,
Inc.++;
Peoples Index Fund, Inc.++;
Peoples S&P MidCap Index Fund,
Inc.++;
Vice President:
The Dreyfus Trust Company++;
Premier California Municipal Bond
Fund++;
Premier Insured Municipal Bond
Fund++;
Premier Municipal Bond Fund++;
Premier New York Municipal Bond
Fund++;
Vice President-Sales:
The Dreyfus Trust Company
(N.J.)++;
Treasurer:
Pacific American Fund+++++
DANIEL C. MACLEAN Director, Vice President and
Secretary:
Vice President and Dreyfus Precious Metals, Inc.*;
General Counsel Director and Vice President:
The Dreyfus Consumer Credit
Corporation*;
The Dreyfus Trust Company
(N.J.)++;
Director and Secretary:
Dreyfus Partnership Management,
Inc.*;
Major Trading Corporation*;
The Truepenny Corporation+;
Director:
Dreyfus America Fund++++;
Dreyfus Consumer Life Insurance
Company*;
The Dreyfus Trust Company++;
Vice President:
Dreyfus Appreciation Fund,
Inc.++;
Dreyfus BASIC Municipal Fund++;
Dreyfus California Tax Exempt
Bond Fund, Inc.++;
Dreyfus California Tax Exempt
Money
Market Fund++;
Dreyfus Capital Value Fund (A
Premier Fund)++;
Dreyfus Cash Management++;
Dreyfus Cash Management Plus,
Inc.++;
Dreyfus Connecticut Municipal
Money
Market Fund, Inc.++;
Dreyfus Edison Electric Index
Fund, Inc.++;
Dreyfus Florida Intermediate
Municipal Bond
Fund++;
Dreyfus Focus Funds, Inc.++;
Dreyfus GNMA Fund, Inc.++;
Dreyfus Government Cash
Management++;
Dreyfus Growth and Income Fund,
Inc.++;
Dreyfus Growth Opportunity Fund,
Inc.++;
Dreyfus Institutional Short Term
Treasury Fund++;
Dreyfus Insured Municipal Bond
Fund, Inc.++;
Dreyfus Intermediate Municipal
Bond Fund, Inc.++;
Dreyfus Investors GNMA Fund++;
Dreyfus Life and Annuity Index
Fund,
Inc.++;
Dreyfus Massachusetts Municipal
Money Market Fund++;
Dreyfus Massachusetts Tax Exempt
Bond Fund++;
Dreyfus Michigan Municipal Money
Market Fund, Inc.++;
Dreyfus Municipal Cash
Management Plus++;
Dreyfus New Jersey Municipal
Money Market Fund, Inc.++;
Dreyfus New Leaders Fund, Inc.++;
Dreyfus New York Insured Tax
Exempt Bond Fund++;
Dreyfus New York Municipal Cash
Management++;
Dreyfus New York Tax Exempt Bond
Fund, Inc.++;
Dreyfus New York Tax Exempt
Intermediate Bond Fund++;
Dreyfus New York Tax Exempt Money
Market Fund++;
Dreyfus Ohio Municipal Money
Market Fund, Inc.++;
Dreyfus Pennsylvania Municipal
Money Market Fund++;
Dreyfus Short-Intermediate
Government Fund++;
Dreyfus Short-Intermediate
Municipal Bond Fund++;
The Dreyfus Socially Responsible
Growth Fund, Inc.++;
Dreyfus Tax Exempt Cash
Management++;
The Dreyfus Third Century Fund,
Inc.++;
Dreyfus Treasury Cash
Management++;
Dreyfus Treasury Prime Cash
Management++;
Dreyfus-Wilshire Target Funds,
Inc.++;
First Prairie Cash Management++;
First Prairie Diversified Asset
Fund++;
First Prairie Money Market
Fund++;
First Prairie Municipal Bond
Fund++;
First Prairie Municipal Money
Market Fund++;
First Prairie U.S. Government
Income Fund++;
First Prairie U.S. Treasury
Securities Cash
Management++;
FN Network Tax Free Money Market
Fund, Inc.++;
General California Municipal
Money Market Fund++;
General Government Securities
Money Market Fund, Inc.++;
General Money Market Fund,
Inc.++;
General Municipal Bond Fund,
Inc.++;
General Municipal Money Market
Fund, Inc.++;
General New York Municipal Bond
Fund, Inc.++;
General New York Municipal Money
Market Fund++;
Peoples Index Fund, Inc.++;
Peoples S&P MidCap Index Fund,
Inc.++;
Premier California Municipal Bond
Fund++;
Premier GNMA Fund++;
Premier Growth Fund, Inc.++;
Premier Insured Municipal Bond
Fund++;
Premier Municipal Bond Fund++;
Premier New York Municipal Bond
Fund++;
Premier State Municipal Bond
Fund++;
Secretary:
Dreyfus A Bonds Plus, Inc.++;
Dreyfus Acquisition Corporation*;
Dreyfus Asset Allocation Fund,
Inc.++;
Dreyfus Balanced Fund, Inc.++;
Dreyfus BASIC Money Market Fund,
Inc.++;
Dreyfus BASIC U.S. Government
Money Market Fund++;
Dreyfus California Intermediate
Municipal Bond Fund++;
Dreyfus California Municipal
Income, Inc.++;
Dreyfus Capital Growth Fund (A
Premier Fund)++;
Dreyfus Connecticut Intermediate
Municipal Bond Fund++;
Dreyfus Florida Municipal Money
Market Fund++;
The Dreyfus Fund Incorporated++;
Dreyfus Global Bond Fund, Inc.++;
Dreyfus Global Growth, L.P. (A
Strategic Fund)++;
Dreyfus Institutional Money
Market Fund++;
Dreyfus International Equity
Fund, Inc.++;
Dreyfus Massachusetts
Intermediate Municipal
Bond Fund++;
Dreyfus Money Market Instruments,
Inc.++;
Dreyfus Municipal Bond Fund,
Inc.++;
Dreyfus Municipal Income, Inc.++;
Dreyfus Municipal Money Market
Fund, Inc.++;
Dreyfus New Jersey Intermediate
Municipal Bond Fund++;
Dreyfus New Jersey Municipal
Bond Fund, Inc.++;
Dreyfus New York Municipal
Income, Inc.++;
Dreyfus 100% U.S. Treasury
Intermediate Term Fund++;
Dreyfus 100% U.S. Treasury Long
Term Fund++;
Dreyfus 100% U.S. Treasury Money
Market Fund++;
Dreyfus 100% U.S. Treasury Short
Term Fund++;
Dreyfus Pennsylvania Intermediate
Municipal Bond Fund++;
Dreyfus Service Corporation*;
Dreyfus Service Organization,
Inc.*;
Dreyfus Short-Term Income Fund,
Inc.++;
Dreyfus Strategic Governments
Income, Inc.++;
Dreyfus Strategic Growth, L.P.++;
Dreyfus Strategic Income++;
Dreyfus Strategic Investing++;
Dreyfus Strategic Municipal Bond
Fund, Inc.++;
Dreyfus Strategic Municipals,
Inc.++;
Dreyfus Variable Investment
Fund++;
Dreyfus Worldwide Dollar Money
MarketFund, Inc.++;
The 401(k) Fund++;
General California Municipal Bond
Fund, Inc.++;
Premier Global Investing++;
Seven Six Seven Agency, Inc.*;
Director and Assistant Secretary:
The Dreyfus Fund International
Limited++++++
JEFFREY N. NACHMAN Vice President-Financial:
Vice President-Mutual Dreyfus A Bonds Plus, Inc.++;
Fund Accounting Dreyfus Appreciation Fund,
Inc.++;
Dreyfus California Municipal
Income, Inc.++;
Dreyfus California Tax Exempt
Bond
Fund, Inc.++;
Dreyfus California Tax Exempt
Money Market Fund++;
Dreyfus Capital Growth Fund (A
Premier Fund)++;
Dreyfus Capital Value Fund (A
Premier Fund)++;
Dreyfus Cash Management++;
Dreyfus Cash Management Plus,
Inc.++;
Dreyfus Connecticut Municipal
Money Market Fund, Inc.++;
The Dreyfus Fund Incorporated++;
Dreyfus Global Growth, L.P. (A
Strategic Fund)++;
Dreyfus GNMA Fund, Inc.++;
Dreyfus Government Cash
Management++;
Dreyfus Growth Opportunity Fund,
Inc.++;
Dreyfus Institutional Money
Market Fund++;
Dreyfus Insured Municipal Bond
Fund,
Inc.++;
Dreyfus Intermediate Municipal
Bond Fund, Inc.++;
Dreyfus Investors GNMA Fund++;
Dreyfus Life and Annuity Index
Fund, Inc.++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Massachusetts Municipal
Money Market Fund++;
Dreyfus Massachusetts Tax Exempt
Bond Fund++;
Dreyfus Michigan Municipal Money
Market Fund, Inc.++;
Dreyfus Money Market Instruments,
Inc.++;
Dreyfus Municipal Bond Fund,
Inc.++;
Dreyfus Municipal Cash Management
Plus++;
Dreyfus Municipal Income, Inc.++;
Dreyfus Municipal Money Market
Fund, Inc.++;
Dreyfus New Jersey Municipal Bond
Fund, Inc.++;
Dreyfus New Jersey Municipal
Money
Market Fund, Inc.++;
Dreyfus New Leaders Fund, Inc.++;
Dreyfus New York Insured Tax
Exempt Bond Fund++;
Dreyfus New York Municipal
Income, Inc.++;
Dreyfus New York Tax Exempt Bond
Fund, Inc.++;
Dreyfus New York Tax Exempt
Intermediate
Bond Fund++;
Dreyfus New York Tax Exempt Money
Market
Fund++;
Dreyfus Ohio Municipal Money
Market
Fund, Inc.++;
Dreyfus 100% U.S. Treasury
Intermediate Term Fund++;
Dreyfus 100% U.S. Treasury Long
Term Fund++;
Dreyfus 100% U.S. Treasury Money
Market Fund++;
Dreyfus 100% U.S. Treasury Short
Term Fund++;
Dreyfus Pennsylvania Municipal
Money Market Fund++;
Dreyfus Short-Intermediate
Government Fund++;
Dreyfus Short-Intermediate
Municipal Bond Fund++;
Dreyfus Strategic Governments
Income, Inc.++;
Dreyfus Strategic Growth, L.P.++;
Dreyfus Strategic Income++;
Dreyfus Strategic Investing++;
Dreyfus Strategic Municipal Bond
Fund,
Inc.++;
Dreyfus Strategic Municipals,
Inc.++;
Dreyfus Tax Exempt Cash
Management++;
The Dreyfus Third Century Fund,
Inc.++;
Dreyfus Treasury Cash
Management++;
Dreyfus Treasury Prime Cash
Management++;
Dreyfus Variable Investment
Fund++;
Dreyfus Worldwide Dollar Money
Market Fund, Inc.++;
First Prairie Diversified Asset
Fund++;
First Prairie Money Market
Fund++;
First Prairie Municipal Bond
Fund++;
First Prairie Municipal Money
Market Fund++;
FN Network Tax Free Money Market
Fund, Inc.++;
General California Municipal Bond
Fund, Inc.++;
General California Municipal
Money Market Fund++;
General Government Securities
Money Market Fund, Inc.++;
General Money Market Fund,
Inc.++;
General Municipal Bond Fund,
Inc.++;
General Municipal Money Market
Fund, Inc.++;
General New York Municipal Bond
Fund,
Inc.++;
General New York Municipal Money
Market Fund++;
Peoples Index Fund, Inc.++;
Premier California Municipal Bond
Fund++;
Premier GNMA Fund++;
Premier Municipal Bond Fund++;
Premier New York Municipal Bond
Fund++;
Premier State Municipal Bond
Fund++;
Vice President and Treasurer:
Dreyfus Asset Allocation Fund,
Inc.++;
Dreyfus Balanced Fund, Inc.++;
Dreyfus BASIC Money Market Fund,
Inc.++;
Dreyfus BASIC Municipal Fund++;
Dreyfus BASIC U.S. Government
Money Market Fund++;
Dreyfus California Intermediate
Municipal Bond Fund++;
Dreyfus Connecticut Intermediate
Municipal Bond Fund++;
Dreyfus Edison Electric Index
Fund, Inc.++;
Dreyfus Florida Intermediate
Municipal Bond Fund++;
Dreyfus Florida Municipal Money
Market Fund++;
Dreyfus Focus Funds, Inc.++;
Dreyfus Global Bond Fund, Inc.++;
Dreyfus Growth and Income Fund,
Inc.++;
Dreyfus Institutional Short Term
Treasury Fund++;
Dreyfus International Equity
Fund, Inc.++;
Dreyfus Massachusetts
Intermediate Municipal Bond
Fund++;
Dreyfus New Jersey Intermediate
Municipal Bond Fund++;
Dreyfus New York Municipal Cash
Management++;
Dreyfus Pennsylvania Intermediate
Municipal Bond Fund++;
Dreyfus Short-Term Income Fund,
Inc.++;
The Dreyfus Socially Responsible
Growth Fund, Inc.++;
Dreyfus-Wilshire Target Funds,
Inc.++;
First Prairie Cash Management++;
First Prairie U.S. Government
Income Fund++;
First Prairie U.S. Treasury
Securities Cash Management++;
The 401(k) Fund++;
Peoples S&P MidCap Index Fund,
Inc.++;
Premier Global Investing++;
Premier Growth Fund, Inc.++;
Premier Insured Municipal Bond
Fund++;
Assistant Treasurer:
Pacific American Fund+++++
PETER A. SANTORIELLO Director, President and Investment
Officer:
Vice President Dreyfus Balanced Fund, Inc.++;
Director and President:
Dreyfus Management, Inc.*;
Vice President:
Dreyfus Personal Management,
Inc.*
ROBERT H. SCHMIDT Director and President:
Vice President Dreyfus Service Corporation*;
Seven Six Seven Agency, Inc.*;
Formerly, Chairman and Chief
Executive
Officer:
Levine, Huntley, Schmidt & Beaver
250 Park Avenue
New York, New York 10017
KIRK V. STUMPP Senior Vice President and Director
of
Vice President--New Marketing:
Product Development Dreyfus Service Corporation*
PHILIP L. TOIA Chairman of the Board and Vice
President:
Vice President and Dreyfus Thrift and Commerce****;
Director of Fixed- Director:
Income Research The Dreyfus Security Savings
Bank, F.S.B.+;
Senior Loan Officer and Director:
The Dreyfus Trust Company++;
Vice President:
The Dreyfus Consumer Credit
Corporation*;
Director and President:
Dreyfus Personal Management,
Inc.*;
Director:
Dreyfus Realty Advisors, Inc.+++;
Formerly, Senior Vice President:
The Chase Manhattan Bank, N.A.
and
The Chase Manhattan Capital
Markets Corporation
One Chase Manhattan Plaza
New York, New York l008l
KATHERINE C. WICKHAM Vice President:
Assistant Vice President- Dreyfus Consumer Life Insurance
Company++;
Human Resources Formerly, Assistant Commissioner:
Department of Parks and
Recreation of the City of New
York
830 Fifth Avenue
New York, New York l0022
JOHN J. PYBURN Treasurer and Assistant Secretary:
Assistant Vice President The Dreyfus Fund International
Limited++++++;
Treasurer:
Dreyfus A Bonds Plus, Inc.++;
Dreyfus Appreciation Fund,
Inc.++;
Dreyfus California Municipal
Income, Inc.++;
Dreyfus California Tax Exempt
Bond Fund, Inc.++;
Dreyfus California Tax Exempt
Money Market Fund++;
Dreyfus Capital Growth Fund (A
Premier Fund)++;
Dreyfus Capital Value Fund (A
Premier Fund)++;
Dreyfus Cash Management++;
Dreyfus Cash Management Plus,
Inc.++;
Dreyfus Connecticut Municipal
Money Market Fund, Inc.++;
The Dreyfus Fund Incorporated++;
Dreyfus Global Growth, L.P. (A
Strategic Fund)++;
Dreyfus GNMA Fund, Inc.++;
Dreyfus Government Cash
Management++;
Dreyfus Growth Opportunity Fund,
Inc.++;
Dreyfus Institutional Money
Market Fund++;
Dreyfus Insured Municipal Bond
Fund, Inc.++;
Dreyfus Intermediate Municipal
Bond Fund, Inc.++;
Dreyfus Investors GNMA Fund++;
Dreyfus Life and Annuity Index
Fund, Inc.++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Massachusetts Municipal
Money Market Fund++;
Dreyfus Massachusetts Tax Exempt
Bond Fund++;
Dreyfus Michigan Municipal Money
Market Fund, Inc.++;
Dreyfus Money Market Instruments,
Inc.++;
Dreyfus Municipal Bond Fund,
Inc.++;
Dreyfus Municipal Cash Management
Plus++;
Dreyfus Municipal Income, Inc.++;
Dreyfus Municipal Money Market
Fund, Inc.++;
Dreyfus New Jersey Municipal Bond
Fund, Inc.++;
Dreyfus New Jersey Municipal
Money Market Fund, Inc.++;
Dreyfus New Leaders Fund, Inc.++;
Dreyfus New York Insured Tax
Exempt Bond Fund++;
Dreyfus New York Municipal
Income, Inc.++;
Dreyfus New York Tax Exempt Bond
Fund, Inc.++;
Dreyfus New York Tax Exempt
Intermediate Bond Fund++;
Dreyfus New York Tax Exempt Money
Market Fund++;
Dreyfus Ohio Municipal Money
Market Fund, Inc.++;
Dreyfus 100% U.S. Treasury
IntermediateTermFund++;
Dreyfus 100% U.S. Treasury Long
Term Fund++;
Dreyfus 100% U.S. Treasury Money
Market Fund++;
Dreyfus 100% U.S. Treasury Short
Term Fund++;
Dreyfus Pennsylvania Municipal
Money Market Fund++;
Dreyfus Short-Intermediate
Government Fund++;
Dreyfus Short-Intermediate
Municipal Bond Fund++;
Dreyfus Strategic Governments
Income, Inc.++;
Dreyfus Strategic Growth, L.P.++;
Dreyfus Strategic Income++;
Dreyfus Strategic Investing++;
Dreyfus Strategic Municipal Bond
Fund,
Inc.++;
Dreyfus Strategic Municipals,
Inc.++;
Dreyfus Tax Exempt Cash
Management++;
The Dreyfus Third Century Fund,
Inc.++;
Dreyfus Treasury Cash
Management++;
Dreyfus Treasury Prime Cash
Management++;
Dreyfus Variable Investment
Fund++;
Dreyfus Worldwide Dollar Money
Market Fund, Inc.++;
First Prairie Diversified Asset
Fund++;
First Prairie Money Market
Fund++;
First Prairie Municipal Bond
Fund++;
First Prairie Municipal Money
Market Fund++;
FN Network Tax Free Money Market
Fund, Inc.++;
General California Municipal Bond
Fund, Inc.++;
General California Municipal
Money Market Fund++;
General Government Securities
Money Market Fund, Inc.++;
General Money Market Fund,
Inc.++;
General Municipal Bond Fund,
Inc.++;
General Municipal Money Market
Fund, Inc.++;
General New York Municipal Bond
Fund, Inc.++;
General New York Municipal Money
Market Fund++;
Peoples Index Fund, Inc.++;
Premier California Municipal Bond
Fund++;
Premier GNMA Fund++;
Premier Municipal Bond Fund++;
Premier New York Municipal Bond
Fund++;
Premier State Municipal Bond
Fund++
MAURICE BENDRIHEM Treasurer:
Controller Dreyfus Consumer Life Insurance
Company*;
Dreyfus Partnership Management,
Inc.*;
Dreyfus Service Organization,
Inc.*;
Seven Six Seven Agency, Inc.*;
The Truepenny Corporation*;
Controller:
Dreyfus Acquisition Corporation*;
The Dreyfus Trust Company++;
The Dreyfus Trust Company
(N.J.)++;
The Dreyfus Consumer Credit
Corporation*;
Assistant Treasurer:
Dreyfus Precious Metals*;
Formerly, Vice President-Financial
Planning, Administration and Tax:
Showtime/The Movie Channel, Inc.
1633 Broadway
New York, New York 10019
MARK N. JACOBS Vice President:
Secretary and Deputy Dreyfus A Bonds Plus, Inc.++;
General Counsel Dreyfus Asset Allocation Fund,
Inc.++;
Dreyfus Balanced Fund, Inc.++;
Dreyfus BASIC Money Market Fund,
Inc.++;
Dreyfus BASIC U.S. Government
Money Market Fund++;
Dreyfus California Intermediate
Municipal Bond Fund++;
Dreyfus Capital Growth Fund (A
Premier Fund)++;
Dreyfus Connecticut Intermediate
Municipal Bond Fund++;
Dreyfus Edison Electric Index
Fund, Inc.++;
Dreyfus Florida Municipal Money
Market Fund++;
Dreyfus Focus Funds, Inc.++;
The Dreyfus Fund Incorporated++;
Dreyfus Global Bond Fund, Inc.++;
Dreyfus Global Growth, L.P. (A
Strategic Fund)++;
Dreyfus Institutional Money
Market
Fund++;
Dreyfus International Equity
Fund, Inc.++;
Dreyfus Life and Annuity Index
Fund,
Inc.++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Massachusetts
Intermediate Municipal Bond
Fund++;
Dreyfus Money Market Instruments,
Inc.++;
Dreyfus Municipal Bond Fund,
Inc.++;
Dreyfus Municipal Money Market
Fund, Inc.++;
Dreyfus New Jersey Intermediate
Municipal Bond Fund++;
Dreyfus New Jersey Municipal Bond
Fund, Inc.++;
Dreyfus 100% U.S. Treasury
Intermediate Term Fund++;
Dreyfus 100% U.S. Treasury Long
Term Fund++;
Dreyfus 100% U.S. Treasury Money
Market Fund++;
Dreyfus 100% U.S. Treasury Short
Term Fund++;
Dreyfus Pennsylvania Intermediate
Municipal Bond Fund++;
Dreyfus Short-Term Income Fund,
Inc.++;
Dreyfus Strategic Growth, L.P.++;
Dreyfus Strategic Income++;
Dreyfus Strategic Investing++;
Dreyfus Strategic Municipal Bond
Fund, Inc.++;
Dreyfus Strategic Municipals,
Inc.++;
Dreyfus Variable Investment
Fund++;
Dreyfus-Wilshire Target Funds,
Inc.++;
Dreyfus Worldwide Dollar Money
Market Fund, Inc.++;
The 401(k) Fund++;
General California Municipal Bond
Fund, Inc.++;
Peoples Index Fund, Inc.++;
Peoples S&P MidCap Index Fund,
Inc.++;
Premier Global Investing++;
Director:
World Balanced Fund++++;
Secretary:
Dreyfus Appreciation Fund,
Inc.++;
Dreyfus BASIC Municipal Fund++;
Dreyfus California Tax Exempt
Bond Fund, Inc.++;
Dreyfus California Tax Exempt
Money Market Fund++;
Dreyfus Capital Value Fund (A
Premier Fund)++;
Dreyfus Cash Management++;
Dreyfus Cash Management Plus,
Inc.++;
Dreyfus Connecticut Municipal
Money Market Fund, Inc.++;
The Dreyfus Consumer Credit
Corporation*;
Dreyfus Consumer Life Insurance
Company*;
Dreyfus Florida Intermediate
Municipal Bond Fund++;
Dreyfus GNMA Fund, Inc.++;
Dreyfus Government Cash
Management++;
Dreyfus Growth and Income Fund,
Inc.++;
Dreyfus Growth Opportunity Fund,
Inc.++;
Dreyfus Institutional Short Term
Treasury Fund++;
Dreyfus Insured Municipal Bond
Fund, Inc.++;
Dreyfus Intermediate Municipal
Bond Fund, Inc.++;
Dreyfus Investors GNMA Fund++;
Dreyfus Management, Inc.*;
Dreyfus Massachusetts Municipal
Money Market Fund++;
Dreyfus Massachusetts Tax Exempt
Bond Fund++;
Dreyfus Michigan Municipal Money
Market Fund, Inc.++;
Dreyfus Municipal Cash Management
Plus++;
Dreyfus New Jersey Municipal
Money Market Fund, Inc.++;
Dreyfus New Leaders Fund, Inc.++;
Dreyfus New York Insured Tax
Exempt
Bond Fund++;
Dreyfus New York Municipal Cash
Management++;
Dreyfus New York Tax Exempt
Bond Fund, Inc.++;
Dreyfus New York Tax Exempt
Intermediate Bond Fund++;
Dreyfus New York Tax Exempt
Money Market Fund++;
Dreyfus Ohio Municipal Money
Market
Fund, Inc.++;
Dreyfus Pennsylvania Municipal
Money
Market Fund++;
Dreyfus Short-Intermediate
Government Fund++;
Dreyfus Short-Intermediate
Municipal Bond Fund++;
The Dreyfus Socially Responsible
Growth Fund, Inc.++;
Dreyfus Tax Exempt Cash
Management++;
The Dreyfus Third Century Fund,
Inc.++;
Dreyfus Treasury Cash
Management++;
Dreyfus Treasury Prime Cash
Management++;
First Prairie Cash Management++;
First Prairie Diversified Asset
Fund++;
First Prairie Money Market
Fund++;
First Prairie Municipal Bond
Fund++;
First Prairie Municipal Money
Market Fund++;
First Prairie U.S. Government
Income Fund++;
First Prairie U.S. Treasury
Securities Cash Management++;
FN Network Tax Free Money Market
Fund, Inc.++;
General California Municipal
Money Market Fund++;
General Government Securities
Money Market Fund, Inc.++;
General Money Market Fund,
Inc.++;
General Municipal Bond Fund,
Inc.++;
General Municipal Money Market
Fund, Inc.++;
General New York Municipal Bond
Fund,
Inc.++;
General New York Municipal Money
Market Fund++;
Pacific American Fund+++++;
Premier California Municipal Bond
Fund++;
Premier GNMA Fund++;
Premier Growth Fund, Inc.++;
Premier Insured Municipal Bond
Fund++;
Premier Municipal Bond Fund++;
Premier New York Municipal Bond
Fund++;
Premier State Municipal Bond
Fund++;
Assistant Secretary:
Dreyfus Service Organization,
Inc.*;
Major Trading Corporation*;
The Truepenny Corporation*
CHRISTINE PAVALOS Assistant Secretary:
Assistant Secretary Dreyfus A Bonds Plus, Inc.++;
Dreyfus Acquisition Corporation*;
Dreyfus Appreciation Fund,
Inc.++;
Dreyfus Asset Allocation Fund,
Inc.++;
Dreyfus Balanced Fund, Inc.++;
Dreyfus BASIC Money Market Fund,
Inc.++;
Dreyfus BASIC Municipal Fund++;
Dreyfus BASIC U.S. Government
Money Market Fund++;
Dreyfus California Intermediate
Municipal Bond Fund++;
Dreyfus California Municipal
Income, Inc.++;
Dreyfus California Tax Exempt
Bond Fund, Inc.++;
Dreyfus California Tax Exempt
Money Market Fund++;
Dreyfus Capital Growth Fund (A
Premier Fund)++;
Dreyfus Capital Value Fund (A
Premier Fund)++;
Dreyfus Cash Management++;
Dreyfus Cash Management Plus,
Inc.++;
Dreyfus Connecticut Intermediate
Municipal Bond Fund++;
Dreyfus Connecticut Municipal
Money
Market Fund, Inc.++;
Dreyfus Edison Electric Index
Fund, Inc.++;
Dreyfus Florida Intermediate
Municipal Bond Fund++;
Dreyfus Florida Municipal Money
Market Fund++;
Dreyfus Focus Funds, Inc.++;
The Dreyfus Fund Incorporated++;
Dreyfus Global Bond Fund, Inc.++;
Dreyfus Global Growth, L.P. (A
Strategic Fund)++;
Dreyfus GNMA Fund, Inc.++;
Dreyfus Government Cash
Management++;
Dreyfus Growth and Income,
Inc.++;
Dreyfus Growth Opportunity Fund,
Inc.++;
Dreyfus Institutional Money
Market Fund++;
Dreyfus Institutional Short Term
Treasury Fund++;
Dreyfus Insured Municipal Bond
Fund, Inc.++;
Dreyfus Intermediate Municipal
Bond Fund, Inc.++;
Dreyfus International Equity
Fund, Inc.++;
Dreyfus Investors GNMA Fund++;
Dreyfus Life and Annuity Index
Fund, Inc.++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Management, Inc.*;
Dreyfus Massachusetts
Intermediate Municipal Bond
Fund++;
Dreyfus Massachusetts Municipal
Money Market Fund++;
Dreyfus Massachusetts Tax Exempt
Bond Fund++;
Dreyfus Michigan Municipal Money
Market Fund, Inc.++;
Dreyfus Money Market Instruments,
Inc.++;
Dreyfus Municipal Bond Fund,
Inc.++;
Dreyfus Municipal Cash Management
Plus++;
Dreyfus Municipal Income, Inc.++;
Dreyfus Municipal Money Market
Fund, Inc.++;
Dreyfus New Jersey Intermediate
Municipal
Bond Fund++;
Dreyfus New Jersey Municipal Bond
Fund, Inc.++;
Dreyfus New Jersey Municipal
Money Market Fund, Inc.++;
Dreyfus New Leaders Fund, Inc.++;
Dreyfus New York Insured Tax
Exempt Bond Fund++;
Dreyfus New York Municipal Cash
Management++;
Dreyfus New York Municipal
Income, Inc.++;
Dreyfus New York Tax Exempt Bond
Fund, Inc.++;
Dreyfus New York Tax Exempt
Intermediate Bond Fund++;
Dreyfus New York Tax Exempt Money
Market Fund++;
Dreyfus Ohio Municipal Money
Market Fund, Inc.++;
Dreyfus 100% U.S. Treasury
Intermediate Term Fund++;
Dreyfus 100% U.S. Treasury Long
Term Fund++;
Dreyfus 100% U.S. Treasury Money
Market Fund++;
Dreyfus 100% U.S. Treasury Short
Term Fund++;
Dreyfus Pennsylvania Intermediate
Municipal Bond Fund++;
Dreyfus Pennsylvania Municipal
Money
Market Fund++;
Dreyfus Service Corporation*;
Dreyfus Short-Intermediate
Government Fund++;
Dreyfus Short-Intermediate
Municipal Bond Fund++;
Dreyfus Short-Term Income Fund,
Inc.++;
The Dreyfus Socially Responsible
Growth Fund, Inc.++;
Dreyfus Strategic Governments
Income, Inc.++;
Dreyfus Strategic Growth, L.P.++;
Dreyfus Strategic Income++;
Dreyfus Strategic Investing++;
Dreyfus Strategic Municipal Bond
Fund,
Inc.++;
Dreyfus Strategic Municipals,
Inc.++;
Dreyfus Tax Exempt Cash
Management++;
The Dreyfus Third Century Fund,
Inc.++;
Dreyfus Treasury Cash
Management++;
Dreyfus Treasury Prime Cash
Management++;
Dreyfus Variable Investment
Fund++;
Dreyfus-Wilshire Target Funds,
Inc.++;
Dreyfus Worldwide Dollar Money
Market Fund, Inc.++;
First Prairie Cash Management++;
First Prairie Diversified Asset
Fund++;
First Prairie Money Market
Fund++;
First Prairie Municipal Bond
Fund++;
First Prairie Municipal Money
Market Fund++;
First Prairie U.S. Government
Income Fund++;
First Prairie U.S. Treasury
Securities Cash Management++;
FN Network Tax Free Money Market
Fund, Inc.++;
The 401(k) Fund++;
General California Municipal Bond
Fund,
Inc.++;
General California Municipal
Money Market Fund++;
General Government Securities
Money Market Fund, Inc.++;
General Money Market Fund,
Inc.++;
General Municipal Bond Fund,
Inc.++;
General Municipal Money Market
Fund, Inc.++;
General New York Municipal Bond
Fund,
Inc.++;
General New York Municipal Money
Market Fund++;
Peoples Index Fund, Inc.++;
Peoples S&P MidCap Index Fund,
Inc.++;
Premier California Municipal
Bond Fund++;
Premier Global Investing++;
Premier GNMA Fund++;
Premier Growth Fund, Inc.++;
Premier Insured Municipal Bond
Fund++;
Premier Municipal Bond Fund++;
Premier New York Municipal
Bond Fund++;
Premier State Municipal Bond
Fund++;
The Truepenny Corporation*
* The address of the business so indicated is 200 Park
Avenue, New York, New York 10166.
** The address of the business so indicated is 80
Cutter Mill Road, Great Neck, New York 11021.
*** The address of the business so indicated is 45
Broadway, New York, New York 10006.
**** The address of the business so indicated is Five
Triad Center, Salt Lake City, Utah 84180.
+ The address of the business so indicated is Atrium
Building,
80 Route 4 East, Paramus, New Jersey 07652.
++ The address of the business so indicated is 144
Glenn Curtiss Boulevard, Uniondale, New York 11556-
0144.
+++ The address of the business so indicated is One
Rockefeller Plaza, New York, New York 10020.
++++ The address of the business so indicated is 2
Boulevard Royal, Luxembourg.
+++++ The address of the business so indicated is 800 West
Sixth Street, Suite 1000, Los Angeles, California
90017.
++++++ The address of the business so indicated is Nassau,
Bahama Islands.
<PAGE>
Item 29. Principal Underwriters
(a) Other investment companies for which
Registrant's principal
underwriter (exclusive distributor) acts
as principal underwriter or exclusive
distributor:
1. Comstock Partners Strategy Fund, Inc.
2. Dreyfus A Bonds Plus, Inc.
3. Dreyfus Appreciation Fund, Inc.
4. Dreyfus Asset Allocation Fund, Inc.
5. Dreyfus Balanced Fund, Inc.
6. Dreyfus BASIC Money Market Fund, Inc.
7. Dreyfus BASIC Municipal Money Market Fund,
Inc.
8. Dreyfus BASIC U.S. Government Money Market
Fund
9. Dreyfus California Intermediate Municipal
Bond Fund
10. Dreyfus California Tax Exempt Bond Fund,
Inc.
11. Dreyfus California Tax Exempt Money Market
Fund
12. Dreyfus Capital Value Fund, Inc.
13. Dreyfus Cash Management
14. Dreyfus Cash Management Plus, Inc.
15. Dreyfus Connecticut Intermediate Municipal
Bond Fund
16. Dreyfus Connecticut Municipal Money Market
Fund, Inc.
17. Dreyfus Edison Electric Index Fund, Inc.
18. Dreyfus Florida Intermediate Municipal Bond
Fund
19. Dreyfus Florida Municipal Money Market Fund
20. Dreyfus Focus Funds, Inc.
21. The Dreyfus Fund Incorporated
22. Dreyfus Global Bond Fund, Inc.
23. Dreyfus Global Growth, L.P. (A Strategic
Fund)
24. Dreyfus Global Investing, Inc.
25. Dreyfus GNMA Fund, Inc.
26. Dreyfus Government Cash Management
27. Dreyfus Growth Allocation Fund, Inc.
28. Dreyfus Growth and Income Fund, Inc.
29. Dreyfus Growth Opportunity Fund, Inc.
30. Dreyfus Institutional 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 Equity Fund, Inc.
35. Dreyfus Investors GNMA Fund
36. The Dreyfus Leverage Fund, Inc.
37. Dreyfus Life and Annuity Index Fund, Inc.
38. Dreyfus Liquid Assets, Inc.
39. Dreyfus Massachusetts Intermediate
Municipal Bond Fund
40. Dreyfus Massachusetts Municipal Money
Market Fund
41. Dreyfus Massachusetts Tax Exempt Bond Fund
42. Dreyfus Michigan Municipal Money Market
Fund, Inc.
43. Dreyfus Money Market Instruments, Inc.
44. Dreyfus Municipal Bond Fund, Inc.
45. Dreyfus Municipal Cash Management Plus
46. Dreyfus Municipal Money Market Fund, Inc.
47. Dreyfus New Jersey Intermediate Municipal
Bond Fund
48. Dreyfus New Jersey Municipal Bond Fund,
Inc.
49. Dreyfus New Jersey Municipal Money Market
Fund, Inc.
50. Dreyfus New Leaders Fund, Inc.
51. Dreyfus New York Insured Tax Exempt Bond
Fund
52. Dreyfus New York Municipal Cash Management
53. Dreyfus New York Tax Exempt Bond Fund, Inc.
54. Dreyfus New York Tax Exempt Intermediate
Bond Fund
55. Dreyfus New York Tax Exempt Money Market
Fund
56. Dreyfus Ohio Municipal Money Market Fund,
Inc.
57. Dreyfus 100% U.S. Treasury Intermediate
Term Fund
58. Dreyfus 100% U.S. Treasury Long Term Fund
59. Dreyfus 100% U.S. Treasury Money Market
Fund
60. Dreyfus 100% U.S. Treasury Short Term Fund
61. Dreyfus Pennsylvania Intermediate Municipal
Bond Fund
62. Dreyfus Pennsylvania Municipal Money Market
Fund
63. Dreyfus Short-Intermediate Government Fund
64. Dreyfus Short-Intermediate Municipal Bond
Fund
65. Dreyfus Short-Term Income Fund, Inc.
66. The Dreyfus Socially Responsible Growth
Fund, Inc.
67. Dreyfus Strategic Growth, L.P.
68. Dreyfus Strategic Income
69. Dreyfus Strategic Investing
70. Dreyfus Tax Exempt Cash Management
71. The Dreyfus Third Century Fund, Inc.
72. Dreyfus Treasury Cash Management
73. Dreyfus Treasury Prime Cash Management
74. Dreyfus Variable Investment Fund
75. Dreyfus-Wilshire Target Funds, Inc.
76. Dreyfus Worldwide Dollar Money Market Fund,
Inc.
77. First Prairie Cash Management
78. First Prairie Diversified Asset Fund
79. First Prairie Money Market Fund
80. First Prairie Municipal Money Market Fund
81. First Prairie Tax Exempt Bond Fund, Inc.
82. First Prairie U.S. Government Income Fund
83. First Prairie U.S. Treasury Securities Cash
Management
84. FN Network Tax Free Money Market Fund, 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 Fund, Inc.
91. General New York Municipal Bond Fund, Inc.
92. General New York Municipal Money Market
Fund
93. Pacific American Fund
94. Peoples Index Fund, Inc.
95. Peoples S&P MidCap Index Fund, Inc.
96. Premier California Municipal Bond Fund
97. Premier GNMA Fund
98. Premier Growth Fund, Inc.
99. Premier Insured Municipal Bond Fund
100. Premier Municipal Bond Fund
101. Premier New York Municipal Bond Fund
102. Premier State Municipal Bond Fund
(b)
Positions and offices Positions and
Name and principal with Dreyfus offices with
business address Service Corporation Registrant
Howard Stein* Chairman of the Board None
Robert H. Schmidt* President and Director None
Joseph S. DiMartino* Executive Vice President None
and Director
Lawrence M. Greene* Executive Vice President None
and Director
Julian M. Smerling* Executive Vice President None
and Director
Elie M. Genadry* Executive Vice President None
Henry D. Gottmann* Executive Vice President None
Donald A. Nanfeldt* Executive Vice President None
Kevin Flood* Senior Vice President None
Roy Gross* Senior Vice President None
Irene Papadoulis** Senior Vice President None
Kirk Stumpp* Senior Vice President/ None
Director of Marketing
Diane M. Coffey* Vice President None
Walter T. Harris* Vice President None
William Harvey* Vice President None
Adwick Pinnock** Vice President None
George Pirrone* Vice President/Trading None
Karen Rubin Waldmann* Vice President None
Peter D. Schwab* Vice President/New Products None
Michael Anderson* Assistant Vice President None
Carolyn Sobering* Assistant Vice President- None
Trading
Daniel C. Maclean* Secretary Vice
President
Robert F. Dubuss* Treasurer None
Maurice Bendrihem* Controller None
Michael J. Dolitsky* Assistant Controller None
Susan Verbil Goldgraben* Assistant Treasurer None
Christine Pavalos* Assistant Secretary Assistant
Secretary
Broker-Dealer Division of Dreyfus Service Corporation
=====================================================
Positions and offices
with Broker-Dealer
Positions and
Name and principal Division of Dreyfus
offices with
business address Service Corporation
Registrant
Elie M. Genadry* President None
Craig E. Smith* Executive Vice President None
Peter Moeller* Vice President and Sales None
Manager
Kristina Williams Vice President-- None
Pompano Beach, FL Administration
James Barr Regional Vice President None
Newton, MA
Mary B. Brundage Regional Vice President None
Pasadena, CA
Edward Donley Regional Vice President None
Latham, NY
Thomas Ellis Regional Vice President None
Ranchero Murietta, CA
Glenn Farinacci* Regional Vice President None
Peter S. Ferrentino Regional Vice President None
San Francisco, CA
William Frey Regional Vice President None
Hoffman Estates, IL
Suzanne Haley Regional Vice President None
Tampa, FL
Philip Jochem Regional Vice President None
Warrington, PA
Richard P. Kundracik Regional Vice President None
Waterford, MI
Michael Lane Regional Vice President None
Beaver Falls, PA
Fred Lanier Regional Vice President None
Atlanta, GA
Beth Presson Regional Vice President None
Colchester, VT
Joseph Reaves Regional Vice President None
New Orleans, LA
Christian Renninger Regional Vice President None
Germantown, MD
Robert J. Richardson Regional Vice President None
Houston, TX
Kurt Wiessner Regional Vice President None
Minneapolis, MN
Institutional Services Division of Dreyfus Service Corporation
==============================================================
Positions and offices
with Institutional Services
Positions and
Name and principal Division of Dreyfus
offices with
business address Service Corporation
Registrant
Elie M. Genadry* President None
Donald A. Nanfeldt* Executive Vice President None
Charles Cardona** Senior Vice President-- None
Institutional Services
Stacy Alexander* Vice President--Bank None
Wholesale
Eric Almquist* Vice President--Eastern None
Regional Sales Manager
James E. Baskin+++++++ Vice President-- None
Institutional Sales
Kenneth Bernstein Vice President--Bank None
Boca Raton, FL Wholesale
Stephen Burke* Vice President--Bank None
Wholesaler Sales Manager
Laurel A. Diedrick Burrows*** Vice
President--Bank None
Wholesale
Gary F. Callahan Vice President--Bank None
Somerville, NJ Wholesale
Daniel L. Clawson++++ Vice President-- None
Institutional Sales
Anthony T. Corallo Vice President-- None
San Francisco, CA Institutional Sales
Bonnie M. Cymbryla Vice President--Bank None
Brewerton, NY Wholesale
William Davis Vice President None
Bellevue, WA
Steven Faticone***** Vice President--Bank None
Wholesale
William E. Findley**** Vice President None
Mary Genet***** Vice President None
Melinda Miller Gordon* Vice President None
Christina Haydt++ Vice President- None
Institutional Sales
Carol Anne Kelty* Vice President- None
Institutional Sales
Gwenn Kessler***** Vice President--Bank None
Wholesale
Nancy Knee++++ Vice President--Bank None
Wholesale
Bradford Lange* Vice President--Bank None
Wholesale
Kathleen McIntyre Lewis++ Vice President--Western None
Regional Sales Manager
Eva Machek***** Vice President-- None
Institutional Sales
Bradley R. Maybury Vice President--Bank None
Seattle, WA Wholesale
Mary McCabe*** Vice President--Bank None
Wholesale
James McNamara***** Vice President-- None
Institutional Sales
James Neiland* Vice President--Bank None
Wholesale--National
Accounts Manager
Susan M. O'Connor* Vice President-- None
Institutional Seminars
Andrew Pearson+++ Vice President- None
Institutional Sales
Jean Heitzman Penny***** Vice President- None
Institutional Sales
Dwight Pierce+ Vice President--Bank None
Wholesale
Lorianne Pinto* Vice President--Bank None
Wholesale
Douglas Rentschler Vice President--Bank None
Grosse Point Park, MI Wholesale
Leah Ryan**** Vice President-- None
Institutional Sales
Emil Samman* Vice President- None
Institutional Marketing
Edward Sands* Vice President- None
Institutional Administration
William Schalda* Vice President-- None
Institutional Administration
Sue Ann Seefeld++++ Vice President- None
Institutional Sales
Brant Snavely Vice President--Bank None
Charlotte, NC Wholesale
Thomas Stallings Vice President-- None
Richmond, VA Institutional Sales
Elizabeth Biordi Wieland* Vice President- None
Institutional Administration
Thomas Winnick Vice President--Bank None
Malverne, PA Wholesale
Jeanne Butler* Assistant Vice President- None
Institutional Operations
Roberta Hall***** Assistant Vice President- None
Institutional Servicing
Tracy Hopkins** Assistant Vice President- None
Institutional Operations
Lois Paterson* Assistant Vice President- None
Institutional Operations
Mary Rogers** Assistant Vice President None
Karen Markovic Shpall++++++ Assistant
Vice President None
Patrick Synan** Assistant Vice President-- None
Institutional Support
Emilie Tongalson** Assistant Vice President- None
Institutional Servicing
Carolyn Warren Stein++ Assistant Vice President-- None
Institutional Servicing
Tonda Watson**** Assistant Vice President- None
Institutional Sales
Group Retirement Plans Division of Dreyfus Service Corporation
==============================================================
Positions and offices
with Group Retirement Positions
and
Name and principal Plans Division of offices with
business address Dreyfus Service Corporation Registrant
Elie M. Genadry* President None
Robert W. Stone* Executive Vice President None
Leonard Larrabee* Vice President and None
Senior Counsel
George Anastasakos* Vice President None
Bart Ballinger++ Vice President--Sales None
Paula Cleary* Vice President--Marketing None
Ellen S. Dinas* Vice President--Marketing/ None
Communications
William Gallagher* Vice President-Sales None
Brent Glading* Vice President-Sales None
Jeffrey Lejune Vice President-Sales None
Dallas, TX
Samuel Mancino** Vice President-Installation None
Joanna Morris* Vice President-Sales None
Joseph Pickert++ Vice President--Sales None
Alison Saunders** Vice President--Enrollment None
Scott Zeleznik* Vice President-Sales None
Alana Zion* Vice President-Sales None
Jeffrey Blake* Assistant Vice President-- None
Sales
_______________
* The address of the offices so indicated is 200 Park
Avenue, New York, New York 10166.
** The address of the offices so indicated is 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144.
*** The address of the offices so indicated is 580
California Street, San Francisco, California 94104.
**** The address of the offices so indicated is 3384
Peachtree Road, Suite 100, Atlanta, Georgia 30326-1106.
***** The address of the offices so indicated is 190 South
LaSalle Street, Suite 2850, Chicago, Illinois 60603.
+ The address of the offices so indicated is P.O. Box
1657, Duxbury, Massachusetts 02331.
++ The address of the offices so indicated is 800 West
Sixth Street, Suite 1000, Los Angeles, California 90017.
+++ The address of the offices so indicated is 11 Berwick
Lane, Edgewood, Rhode Island 02905.
++++ The address of the offices so indicated is 1700
Lincoln Street, Suite 3940, Denver, Colorado 80203.
+++++ The address of the offices so indicated is 6767 Forest
Hill Avenue, Richmond, Virginia 23225.
++++++ The address of the offices so indicated is 2117
Diamond Street, San Diego, California 92109.
+++++++ The address of the offices so indicated is P.O. Box
757, Holliston, Massachusetts 01746.
Item 30. Location of Accounts and Records
1. The Shareholder Services Group, Inc.,
a subsidiary of First Data Corporation
P.O. Box 9671
Providence, Rhode Island 02940-9671
2. The Bank of New York
110 Washington Street
New York, New York 10286
3. The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Item 31. Management Services
Not Applicable
Item 32. Undertakings
Registrant hereby undertakes
(b) (1) to file a post-effective amendment, using
financial statements which need not be certified, within four to
six
months from the effective date of
Registrant's 1933 Act Registration Statement.
(2) to call a meeting of shareholders for the
purpose of voting upon the question of removal of a director or
directors when requested in writing to do so
by the holders of at least 10% of the Registrant's outstanding
shares of common stock and in connection
with such meeting to comply with the provisions of Section 16(c)
of
the Investment Company Act of 1940 relating
to shareholder communications.
<PAGE>
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 Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, and State of
New York, on the 1st day of June, 1994.
DREYFUS ASSET ALLOCATION FUND,
INC.
(Registrant)
By:/s/ Howard Stein*
Howard Stein, President
Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement has been signed below by
the
following persons in the capacities and on the dates indicated.
/s/ Howard Stein* President June 1, 1994
Howard Stein (Principal Executive
Officer) and Director
/s/ Jeffrey N. Nachman* Vice President June 1, 1994
Jeffrey N. Nachman and Treasurer
(Principal Financial
and Accounting Officer)
/s/ Paul R. Casti, Jr.* Controller June 1, 1994
Paul R. Casti, Jr. (Principal Accounting
Officer)
/s/ Lucy Wilson Benson* Director June 1, 1994
Lucy Wilson Benson
/s/ David W. Burke* Director June 1, 1994
David W. Burke
/s/ Martin D. Fife* Director June 1, 1994
Martin D. Fife
/s/ Whitney I. Gerard* Director June 1, 1994
Whitney I. Gerard
/s/ Robert R. Glauber* Director June 1, 1994
Robert R. Glauber
/s/ Arthur A. Hartman* Director June 1, 1994
Arthur A. Hartman
/s/ George L. Perry* Director June 1, 1994
George L. Perry
/s/ Paul Wolfowitz* Director June 1, 1994
Paul Wolfowitz
*BY: /s/ Steven F. Newman June 1, 1994
Steven F. Newman
Attorney-in-Fact
