File No. 33-62626
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. 6 [ X ]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ X ]
Amendment No. 6 [ X ]
(Check appropriate box or boxes.)
Dreyfus Asset Allocation 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) 922-6000
Daniel C. Maclean III, Esq.
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate
box)
immediately upon filing pursuant to paragraph (b)
----
X on September 1, 1995 pursuant to paragraph (b)
----
60 days after filing pursuant to paragraph (a)(i)
----
on (date) pursuant to paragraph (a)(i)
----
75 days after filing pursuant to paragraph (a)(ii)
----
on (date) pursuant to paragraph (a)(ii) of Rule 485
----
If appropriate, check the following box:
this post-effective amendment designates a new effective date for
a previously filed post-effective amendment.
----
Registrant has registered an indefinite number of shares of its common
stock under the Securities Act of 1933 pursuant to Section 24(f) of the
Investment Company Act of 1940. Registrant's Rule 24f-2 Notice for the
fiscal year ended April 30, 1995 was filed on June 29, 1995.
Dreyfus Asset Allocation Fund, Inc.
Cross-Reference Sheet Pursuant to Rule 495(a)
Items in
Part A of
Form N-1A Caption Page
_________ _______ ____
1 Cover Page Cover
2 Synopsis 3
3 Condensed Financial Information 4
4 General Description of Registrant 4
5 Management of the Fund 15
5(a) Management's Discussion of Fund's Performance *
6 Capital Stock and Other Securities 26
7 Purchase of Securities Being Offered 16
8 Redemption or Repurchase 21
9 Pending Legal Proceedings *
Items in
Part B of
Form N-1A
---------
10 Cover Page Cover
11 Table of Contents Cover
12 General Information and History B-25
13 Investment Objectives and Policies B-2
14 Management of the Fund B-9
15 Control Persons and Principal B-12, B-13
Holders of Securities
16 Investment Advisory and Other B-13
Services
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
Dreyfus Asset Allocation Fund, Inc.
Cross-Reference Sheet Pursuant to Rule 495(a) (continued)
Items in
Part B of
Form N-1A Caption Page
_________ _______ _____
17 Brokerage Allocation B-24
18 Capital Stock and Other Securities B-25
19 Purchase, Redemption and Pricing B-15, B-17
of Securities Being Offered
20 Tax Status B-21
21 Underwriters B-15
22 Calculations of Performance Data B-25
23 Financial Statements B-27
Items in
Part C of
Form N-1A
_________
24 Financial Statements and Exhibits C-1
25 Persons Controlled by or Under C-3
Common Control with Registrant
26 Number of Holders of Securities C-3
27 Indemnification C-3
28 Business and Other Connections of C-4
Investment Adviser
29 Principal Underwriters C-11
30 Location of Accounts and Records C-14
31 Management Services C-14
32 Undertakings C-14
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
______________________________________________________________________________
PROSPECTUS SEPTEMBER 1, 1995
DREYFUS ASSET ALLOCATION FUND, INC.
______________________________________________________________________________
DREYFUS ASSET ALLOCATION FUND, INC. (THE "FUND") IS AN OPEN-END,
NON-DIVERSIFIED MANAGEMENT INVESTMENT COMPANY, KNOWN AS A MUTUAL FUND. THE
FUND PERMITS YOU TO INVEST IN THREE SEPARATE NON-DIVERSIFIED PORTFOLIOS
(EACH, A "PORTFOLIO"): DREYFUS TOTAL RETURN PORTFOLIO, WHICH SEEKS TO
MAXIMIZE TOTAL RETURN; DREYFUS INCOME PORTFOLIO, WHICH SEEKS TO MAXIMIZE
CURRENT INCOME, WITH A SECONDARY GOAL OF CAPITAL APPRECIATION; AND DREYFUS
GROWTH PORTFOLIO, WHICH SEEKS CAPITAL APPRECIATION. 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
MAY 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. YOU CAN PURCHASE OR REDEEM SHARES BY TELEPHONE USING DREYFUS TELE-
TRANSFER.
THE DREYFUS CORPORATION PROFESSIONALLY MANAGES EACH PORTFOLIO.
THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT THE FUND THAT
YOU SHOULD KNOW BEFORE INVESTING. IT SHOULD BE READ AND RETAINED FOR FUTURE
REFERENCE.
THE STATEMENT OF ADDITIONAL INFORMATION, DATED SEPTEMBER 1, 1995,
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 144.
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.
_______________________________________________________________________________
TABLE OF CONTENTS
Page
Annual Fund Operating Expenses.................... 3
Condensed Financial Information................... 4
Description of the Fund........................... 4
Management of the Fund............................ 14
How to Buy Fund Shares............................ 16
Shareholder Services.............................. 18
How to Redeem Fund Shares ........................ 21
Shareholder Services Plan......................... 23
Dividends, Distributions and Taxes................ 24
Performance Information........................... 25
General Information............................... 25
_______________________________________________________________________________
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.
_______________________________________________________________________________
[This Page Intentionally Left Blank]
Page 2
<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
Dreyfus Dreyfus Dreyfus
Total Return Income Growth
Portfolio Portfolio Portfolio
______________ ____________ _________
<S> <C> <C> <C>
Management Fees........................................................ .75% .75% .75%
Other Expenses......................................................... .69% 1.75% 1.75%
Total Operating Expenses............................................... 1.44% 2.50% 2.50%
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................................................................. $ 15 $ 25 $ 25
3 YEARS................................................................ $ 46 $ 78 $ 78
5 YEARS................................................................ $ 79 $ 133 $ 133
10 YEARS............................................................... $ 172 $ 284 $ 284
------------------------------------------------------------------------------------------
THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS REPRESEN-TATIVE 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%.
--------------------------------------------------------------------------------------------
</TABLE>
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 Operating Expenses for the Dreyfus Income
Portfolio and Dreyfus Growth Portfolio are based on estimated amounts for the
current fiscal year. The information in the foregoing table has been restated
to reflect the Fund's termination of its Rule 12b-1 Plan, but does not
reflect any fee waivers or expense reimbursement arrangements that may be in
effect. You can purchase Portfolio shares without charge directly from the
Fund's distributor; you may be charged a nominal fee if you effect
transactions in Fund shares through a securities dealer, bank or other
financial institution. See "Management of the Fund," "How to Buy Fund Shares"
and "Shareholder Services Plan."
Page 3
CONDENSED FINANCIAL INFORMATION
The information in the following table has been audited by Ernst &
Young LLP, the Fund's independent auditors, whose report thereon appears in
the Statement of Additional Information. Further financial data and related
notes for each Portfolio are included in the Statement of Additional
Information, available upon request.
FINANCIAL HIGHLIGHTS
Contained below is per share operating performance data for a share
of Common Stock outstanding, total investment return, ratios to average net
assets and other supplemental data for each Portfolio for the periods
indicated. This information has been derived from the Fund's financial
statements.
<TABLE>
<CAPTION>
DREYFUS DREYFUS DREYFUS
TOTAL RETURN INCOME GROWTH
PORTFOLIO PORTFOLIO PORTFOLIO
___________________________________ ___________________________ __________________
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
APRIL 30, 1994(1) APRIL 30, 1995 APRIL 30, 1995(2) APRIL 30, 1995(2)
__________________ _______________ ___________________________ __________________
<S> <C> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period...... $12.50 $12.49 $12.50 $12.50
___________ ____________ _____________ _____________
INVESTMENT OPERATIONS:
Investment income-net .................... .24 .39 .20 .45
Net realized and unrealized gain (loss)
on investments (.11) 1.35 1.18 .24
___________ ____________ _____________ _____________
TOTAL FROM INVESTMENT OPERATIONS............ .13 1.74 1.38 .69
___________ ____________ _____________ _____________
DISTRIBUTIONS:
Dividends from investment income-net........ (.13) (.37) (.17) (.03)
Dividends from net realized gain
on investments (.01) (.05) -- --
___________ ____________ _____________ _____________
TOTAL DISTRIBUTIONS....................... (.14) (.42) (.17) (.03)
___________ ____________ _____________ _____________
Net asset value, end of period.............. $12.49 $13.81 $13.71 $13.16
___________ ____________ _____________ _____________
TOTAL INVESTMENT RETURN..................... .99%(3) 14.22% 11.14%(3) 5.53%(3)
RATIOS / SUPPLEMENTAL DATA:
Ratio of expenses to average net assets... .16%(3) .67% 1.40%(3) 1.40%(3)
Ratio of net investment income to
average net assets 2.48%(3) 3.00% 1.60%(3) 3.91%(3)
Decrease reflected in above expense ratios
due to undertakings by The Dreyfus
Corporation... 1.58%(3) 1.27% 1.60%(3) 4.63%(3)
Portfolio Turnover Rate................... - 160.11% 94.33%(3) 497.41%(3)
Net Assets, end of period (000's omitted). $51,063 $56,639 $1,386 $1,368
</TABLE>
(1). From July 1, 1993 (commencement of operations) through April 30, 1994.
(2). From October 18, 1994 (commencement of operations) through April 30, 1995.
(3) Not annualized.
Further information about the performance of each Portfolio is
contained in the Fund's annual report which may be obtained without charge by
writing to the address or calling the number set forth on the cover page of
this Prospectus.
DESCRIPTION OF THE FUND
GENERAL
The Fund is a "series fund," which is a mutual fund divided into
separate portfolios. Each Portfolio is treated as a separate entity for
certain matters under the Investment Company Act of 1940 and for other
purposes, and a shareholder of one Portfolio is not deemed to be a
shareholder of any other Portfolio. As described below, for certain matters
Fund shareholders vote together as a group; as to others they vote separately
by Portfolio.
Page 4
INVESTMENT OBJECTIVES
Dreyfus Total Return Portfolio seeks to maximize total return,
consisting of capital appreciation and current income. Dreyfus Income
Portfolio seeks to maximize current income, with a secondary goal of capital
appreciation. Dreyfus Growth Portfolio seeks capital appreciation. 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 Portfolios differ only with respect to their asset class
weightings and, in the case of the Dreyfus Growth Portfolio, the types of
common stocks in which it may invest.
The following table sets forth for each Portfolio the asset classes,
benchmark percentages and asset class strategy ranges within which The
Dreyfus Corporation intends to manage the Portfolio's assets:
<TABLE>
<CAPTION>
DREYFUS TOTAL DREYFUS INCOME DREYFUS GROWTH
RETURN PORTFOLIO PORTFOLIO PORTFOLIO
__________________________ ___________________________ ___________________________
ASSET BENCHMARK STRATEGY BENCHMARK STRATEGY BENCHMARK STRATEGY
CLASS PERCENTAGE RANGE PERCENTAGE RANGE PERCENTAGE RANGE
______ ___________ ___________ ___________ _________ ___________ __________
<S> <C> <C> <C> <C> <C> <C>
Common Stocks 55% 40-70% 35% 25-45% 80% 65-95%
U.S. Treasury Notes and
Bonds 35% 25-50% 55% 45-70% - -
Short-Term Money Market
Instruments 10% 0-15% 10% 0-15% - -
Debt Instruments (consisting - - - - 20% 5-35%
of U.S. Treasury Notes and
Bonds and Short-Term Money
Market Instruments)
</TABLE>
The Dreyfus Corporation has broad latitude in selecting the class of
investments and market sectors in which each Portfolio will invest. Under
normal market conditions, The Dreyfus Corporation expects to adhere to the
asset class strategy ranges set forth above; however, it reserves the right
to vary the asset class mix and the percentage of securities invested in any
asset class or market from the benchmark percentages and asset class strategy
ranges set forth above as the risk/return characteristics of either markets
or asset classes, as assessed by The Dreyfus Corporation, vary over time.
None of the Portfolios will be managed as a balanced portfolio. 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 Portfolio can invest relative to the prevailing
business cycle; and (3) general economic conditions, such as current in-
flation, unemployment and capacity utilization figures, that could affect
investments. The asset allocation mix selected will be a primary determinant
of a Portfolio's investment performance. Under certain market conditions,
limiting a Portfolio's asset allocation among these asset classes may inhibit
its ability to achieve its investment objective.
COMMON STOCKS _ The common stocks in which the Dreyfus Total Return
Portfolio and the Dreyfus Income Portfolio invest consist of those included
in the Standard & Poor's 500 Stock Index (the "S&P 500 Index").* The S&P 500
Index is composed of 500 selected common stocks, most of which are list-
--------------------
* "Standard & Poor's," "S&PRegistration Mark" and "S&P 500Registration
Mark" are trademarks of Standard & Poor's Corporation.
Page 5
ed on the New York Stock Exchange. The composition of the S&P 500 Index is
determined by Standard & Poor's Corporation based on such factors as the
market capitalization and trading activity of each stock and its adequacy as
a representative of stocks in a particular industry group, and may be changed
from time to time. The common stocks in which the Dreyfus Growth Portfolio
invests consist of those included in the Wilshire 5000 Index. The Wilshire
5000 Index is composed of all publicly-traded common stocks in the United
States. The Fund is not sponsored, endorsed, sold or promoted by Standard &
Poor's Corporation or Wilshire Associates.
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. For
temporary defensive purposes, 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.
See "Risk Factors" below. Options and futures transactions involve so-called
"derivative securities."
LEVERAGE THROUGH BORROWING _ Each Portfolio may borrow for investment
purposes up to 331/3% of the value of its total assets. This borrowing, which
is known as leveraging, generally will be unsecured, except to the extent a
Portfolio enters into reverse repurchase agreements described below.
Leveraging will 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.
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.
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. 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.
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
Page 6
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.
No securities will be sold short by a Portfolio if, after effect is
given to any such short sale, the total market value of all securities sold
short by the Portfolio would exceed 25% of the value of its net assets. No
Portfolio may sell short the securities of any single issuer on a national
securities exchange to the extent of more than 5% of the value of its net
assets. No Portfolio may sell short the securities of any class of an issuer
to the extent, at the time of the transaction, of more than 5% of the
outstanding securities of that class.
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 Portfolio owns. At no time
will a Portfolio have more than 15% of the value of its 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 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 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, 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 to possible
continued holding of a security which might otherwise have been sold to
protect against depreciation in its market price. 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.
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.
Similarly, the principal reason for writing covered put options is to realize
income in the form of premiums. 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" by purchasing an option on the same
security 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 such
Portfolio are qualified for offer and sale.
STOCK INDEX OPTIONS _ Each Portfolio may purchase and write put and call
options on stock indices 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.
Page 7
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 indices, 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 indices
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 the Fund's 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 or 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. To the
extent a Portfolio engages in the use of futures and options on futures other
than for bona fide hedging purposes, the Portfolio may be subject to
additional risk.
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
Page 8
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.
To the extent a Portfolio is engaging in a futures transaction as a
hedging device, because of the risk of an imperfect correlation between
securities owned by the 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 if, for example, losses on the
portfolio securities exceed gains on the futures contract or losses on the
futures contract exceed gains on the portfolio securities. For futures con-
tracts based on indices, the risk of imperfect correlation increases as the
composition of the 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 the
market does not move 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. Furthermore, if in such circumstances the Portfolio has
insufficient cash, it may have to sell securities to meet daily variation
margin requirements.The Portfolio may have to sell such 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 as a substitute for a comparable market position in the
underlying securities or for hedging purposes.
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
Page 9
delivery of the underlying stocks in the index is made. With respect to stock
indices 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 or 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 or statement of additional information.
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
Page 10
transactions. Such loans may not exceed 331/3% 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. The 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 Portfolios 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 each Portfolio 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. 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 finan-
Page 11
cial 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 period-
ically 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. 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.
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. No Portfolio will
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 Standard & Poor's Corporation ("S&P"), F-1 by Fitch
Investors Service, Inc. ("Fitch") or Duff-1 by Duff & Phelps Credit Rating
Co. ("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.
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
Page 12
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 privately
negotiated non-exchange traded options and securities used to cover such
options. As to these securities, a Portfolio is subject to a risk that should
the Portfolio 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.
CERTAIN FUNDAMENTAL POLICIES
Each Portfolio may (i) borrow money to the extent permitted under the
Investment Company Act of 1940, which currently limits borrowing to no more
than 331/3% of the value of the Portfolio's total assets; 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 such Portfolio's
outstanding voting shares. 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. 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.
Each Portfolio's ability to engage in certain short-term transactions
may be limited by the requirement that, to qualify as a regulated investment
company, the 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.
FOREIGN SECURITIES _ Since the stocks of some foreign issuers are included
in the S&P 500 Index and the Wilshire 5000 Index, a Portfolio's investments
may contain securities of such foreign issuers which may subject the
Portfolio to additional investment risks with respect to those securities
that are different in some respects from those incurred by a fund that
invests only in securities of domestic issuers. Such
Page 13
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 that might adversely affect an investment in these
securities and the possible seizure or nationalization of foreign deposits.
No Portfolio will invest more than 20% 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 per share
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.
Each Portfolio's classification as a "non-diversified" investment
company means that the proportion of the 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 the 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 the Portfolio's total assets
and 10% of the outstanding voting securities of such issuer, and (ii) not more
than 25% of the value of the 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). Because a relatively high
percentage of each Portfolio'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 Portfolio'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 advised by The Dreyfus Corporation.
However, if such other investment companies 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 investment company. 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.
The Dreyfus Corporation is a wholly-owned subsidiary of Mellon Bank, N.A.,
which is a wholly-owned subsidiary of Mellon Bank Corporation ("Mellon"). As
of May 31, 1995, The Dreyfus Corporation managed or administered approximately
$76 billion in assets for more than 1.8 million investor accounts nationwide.
Page 14
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 portfolio manager of each Portfolio
is Ernest G. Wiggins, Jr. He has held that position since May 12, 1994 and
has been an employee of The Dreyfus Corporation since December 1993. From
1992 to December 1993, Mr. Wiggins was President of Gabelli International
and, prior thereto, he held various positions with Fidelity Management and
Research Company. The Fund's other portfolio managers are identified 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 securities analysts.
Mellon is a publicly owned multibank holding company incorporated
under Pennsylvania law in 1971 and registered under the Federal Bank Holding
Company Act of 1956, as amended. Mellon provides a comprehensive range of
financial products and services in domestic and selected international
markets. Mellon is among the twenty-five largest bank holding companies in
the United States based on total assets. Mellon's principal wholly-owned
subsidiaries are Mellon Bank, N.A., Mellon Bank (DE) National Association,
Mellon Bank (MD), The Boston Company, Inc., AFCO Credit Corporation and a
number of companies known as Mellon Financial Services Corporations. Through
its subsidiaries, including The Dreyfus Corporation, Mellon managed more than
$203 billion in assets as of June 30, 1995, including approximately $73
billion in proprietary mutual fund assets. As of March 31, 1995, Mellon,
through various subsidiaries, provided non-investment services, such as
custodial or administration services, for approximately $707 billion in
assets, including approximately $71 billion in mutual fund assets.
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 fiscal year ended April 30, 1995, no management fee was
paid by the Fund with respect to any Portfolio pursuant to an undertaking by
The Dreyfus Corporation.
All expenses incurred in the operation of the Fund are borne by the
Fund, except to the extent specifically assumed by The Dreyfus Corporation.
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 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 prospectuses and statements of
additional information, for regulatory purposes and for distribution to
existing shareholders, and any extraordinary expenses. Expenses attributable
to a particular Portfolio are charged against the assets of that Portfolio;
other expenses of the Fund are allocated between the Portfolios on the basis
determined by the Board of Directors, including, but not limited to,
proportionately in relation to the net assets of each Portfolio.
Page 15
The Dreyfus Corporation may pay the Fund's distributor for
shareholder services from The Dreyfus Corporation's own assets, including
past profits but not including the management fee paid by the Fund. The
Fund's distributor may use part or all of such payments to pay Service Agents
(as defined below) in respect of these services.
The Fund's distributor is Premier Mutual Fund Services, Inc. (the
"Distributor"), located at One Exchange Place, Boston, Massachusetts 02109.
The Distributor is a wholly-owned subsidiary of FDI Distribution Services,
Inc., a provider of mutual fund administration services, which in turn is a
wholly-owned subsidiary of FDI Holdings, Inc., the parent company of which is
Boston Institutional Group, Inc.
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, 90 Washington Street, New York, New York 10286, is the
Fund's Custodian.
HOW TO BUY FUND SHARES
Portfolio shares are sold without a sales charge. You may be charged
a nominal fee if you effect transactions in Portfolio shares through the
Distributor or certain financial institutions, securities dealers and other
industry professionals (collectively, "Service Agents"). 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. Portfolio shares also are
offered without regard to the minimum initial investment requirements through
Dreyfus-AUTOMATIC Asset Builder, Dreyfus Government Direct Deposit Privilege
or Dreyfus Payroll Savings Plan pursuant to the Dreyfus Step Program
described under "Shareholder Services." These services enable you to make
regularly scheduled investments and may provide you with a convenient way to
invest for long-term financial goals. You should be aware, however, that
periodic investment plans do not guarantee a profit and will not protect an
investor against loss in a declining market.
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 subse-
Page 16
quent investments should be made by third party check. Purchase orders may be
delivered in person only to a Dreyfus Financial Center. THESE ORDERS WILL BE
FORWARDED TO THE FUND AND WILL BE PROCESSED ONLY UPON RECEIPT THEREBY. For
the location of the nearest Dreyfus Financial Center, please call one of the
telephone numbers listed under "General Information."
Wire payments may be made if your bank account is in a commercial
bank that is a member of the Federal Reserve System or any other bank having
a correspondent bank in New York City. Immediately available funds may be
transmitted by wire to The Bank of New York, together with the applicable
Portfolio's DDA# as shown below, for purchase of Portfolio shares in your
name:
DDA# 8900118202/Dreyfus Asset Allocation Fund, Inc./Dreyfus Total
Return Portfolio
DDA# 8900104481/Dreyfus Asset Allocation Fund, Inc./Dreyfus Income
Portfolio
DDA# 8900104503/Dreyfus Asset Allocation Fund, Inc./Dreyfus Growth
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
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."
The Distributor 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 the Distributor
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. The Distributor
reserves the right to cease paying these fees at any time. The Distributor
will pay such fees from its own funds, other than amounts received from the
Fund, including past profits or any other source available to it.
Shares of each Portfolio are sold on a continuous basis at the net
asset value per share next determined after an order in proper form is
received by the Transfer Agent 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 meth-
Page 17
ods employed in valuing the Portfolios' investments, see "Determination of
Net Asset Value" in the Fund's Statement of Additional Information.
For certain institutions that have entered into agreements with the
Distributor, payment for the purchase of Portfolio shares may be transmitted,
and must be received by the Transfer Agent, within three business days after
the order is placed. If such payment is not received within three business
days after the order is placed, the order may be canceled and the institution
could be held liable for resulting fees and/or losses.
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 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 shares by telephoning
1-800-221-4060 or, if you are calling from overseas, call 1-401-455-3306.
SHAREHOLDER SERVICES
FUND EXCHANGES
You may 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. If you desire to use
this service, you should consult your Service Agent or call 1-800-645-6561 to
determine if it is available and whether any conditions are imposed on its
use.
To request an exchange, you must give exchange instructions to the
Transfer Agent in writing or by telephone. Before any exchange into a fund
offered by another prospectus, you must obtain and should review a copy of
the current prospectus of the fund into which the exchange is being made.
Prospectuses may be obtained by calling 1-800-645-6561. Except in the case of
personal retirement plans, the shares being exchanged must have a current
value of at least $500; furthermore, when establishing a new account by
exchange, the shares being exchanged must have a value of at least the
minimum initial investment required for the fund into which the exchange is
being made. The ability to issue exchange instructions by telephone is given
to all Fund shareholders automatically, unless you check the applicable "No"
box on the Account Application, indicating that you specifically refuse this
privilege. The Telephone Exchange Privilege may be established for an
existing account by written request, signed by all shareholders on the
account, or by a separate signed Shareholder Services Form, also available by
calling 1-800-645-6561. If you 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." 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:
Telephone 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.
Page 18
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 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
the Distributor. 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 availability of Fund Exchanges 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 BUILDERRegistration Mark
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 by calling 1-800-645-6561. You may cancel
your participation in this Privilege or changethe 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 notifica-
Page 19
tion 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
by calling 1-800-645-6561. 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 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 by calling 1-800-645-6561. 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 the
Distributor, 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.
DREYFUS STEP PROGRAM
Dreyfus Step Program enables you to purchase Portfolio shares without
regard to the Fund's minimum initial investment requirements through Dreyfus-A
UTOMATIC Asset Builder, Dreyfus Government Direct Deposit Privilege or
Dreyfus Payroll Savings Plan. To establish a Dreyfus Step Program account,
you must supply the necessary information on the Fund's Account Application
and file the required authorization form(s) with the Transfer Agent. For more
information concerning this Program, or to request the necessary
authorization form(s), please call toll free 1-800-782-6620. You may
terminate your participation in this Program at any time by discontinuing
your participation in Dreyfus-AUTOMATIC Asset Builder, Dreyfus Government
Direct Deposit Privilege or Dreyfus Payroll Savings Plan, as the case may be,
as provided under the terms of such Privilege(s). The Fund may modify or
terminate this Program at any time. Investors who wish to purchase Fund
shares through the Dreyfus Step Program in conjunction with a
Dreyfus-sponsored retirement plan may do so only for IRAs, SEP-IRAs and IRA
"Rollover Accounts."
DREYFUS DIVIDEND OPTIONS
Dreyfus Dividend Sweep 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. See "Shareholder Services" in the Statement of
Additional Information. Dreyfus Dividend ACH permits you to transfer
electronically on the payment date dividends or dividends and capital gain
distributions, if any, from the Fund to a designated bank account. Only an
account maintained at a
Page 20
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, IRAs or other retirement plans are not
eligible for these privileges.
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 by calling 1-800-645-6561. There is a service
charge of 50cents 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. Service Agents
may charge their clients 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, DIVI-
Page 21
DENDS ON SUCH SHARES WILL ACCRUE AND BE PAYABLE, AND YOU WILL BE ENTITLED TO
EXERCISE ALL OTHER RIGHTS OF BENEFICIAL OWNERSHIP. Fund shares will not be
redeemed until the Transfer Agent has received your Account Application.
The Fund reserves the right to redeem your account at its option upon
not less than 45 days' written notice if your account's net asset value is
$500 or less and remains so during the notice period.
PROCEDURES
You may redeem shares by using the regular redemption procedure
through the Transfer Agent, the Wire Redemption Privilege, the Telephone
Redemption Privilege or 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 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
privilege or telephone exchange privilege (which is granted automatically
unless you refuse it), you authorize the Transfer Agent to act on telephone
instructions from any person representing himself or herself to be you, and
reasonably believed by the Transfer Agent to be genuine. The Fund will
require the Transfer Agent to employ reasonable procedures, such as requiring
a form of personal identification, to confirm that instructions are genuine
and, if it does not follow such procedures, the Fund or the Transfer Agent
may be liable for any losses due to unauthorized or fraudulent instructions.
Neither the Fund nor the Transfer Agent will be liable for following
telephone instructions reasonably believed to be genuine.
During times of drastic economic or market conditions, you may
experience difficulty in contacting the Transfer Agent by telephone to
request a redemption or exchange of a Portfolio's shares. In such cases, you
should consider using the other redemption procedures described herein. Use
of these other redemption procedures may result in your redemption request
being processed at a later time than it would have been if telephone
redemption had been used. During the delay, the 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
Page 22
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 not more than $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 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 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 not more than $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 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.
SHAREHOLDER SERVICES PLAN
The Fund has adopted a Shareholder Services Plan, pursuant to which
it pays the Distributor 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.
The Distributor may make payments to Service Agents in respect of these
services. The Distributor determines the amounts to be paid to Service
Agents.
Page 23
DIVIDENDS, DISTRIBUTIONS AND TAXES
DREYFUS TOTAL RETURN PORTFOLIO AND DREYFUS GROWTH PORTFOLIO _ Declare and
pay dividends from net investment income annually.
DREYFUS INCOME PORTFOLIO _ Declares and pays dividends from net investment
income quarterly.
APPLICABLE TO ALL PORTFOLIOS _ 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 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. No Portfolio will 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 all or a
portion of any gain realized from the sale or other disposition of certain
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 Portfolio 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 all or a
portion of any gain realized from the sale or other disposition of certain
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.
Page 24
Management of the Fund believes that each Portfolio has qualified for
the fiscal year ended April 30, 1995 as a "regulated investment company"
under the Code. Each Portfolio intends to continue to so qualify if such
qualification is in the best interests of its shareholders. Qualification as
a "regulated investment company" relieves a Portfolio of any liability for
Federal income taxes to the extent its earnings are distributed in accordance
with applicable provisions of the Code. 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 may be calculated on the
basis of average annual total return and/or total return.
Average annual total return is calculated pursuant to a standardized
formula which assumes that an investment in 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.
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 Portfolios' shares, including data from Lipper
Analytical Services, Inc., Morningstar, Inc., Standard & Poor's 500 Stock
Index, the Dow Jones Industrial Average, Moody's Bond Survey Bond Index, Bond
Buyer's 20-Bond Index, Wilshire 5000 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. On August 26, 1994, the Fund commenced
offering shares of the Dreyfus Income Portfolio and the Dreyfus Growth
Portfolio and the existing portfolio of the Fund began operating as the
Dreyfus Total Return Portfolio. 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
Page 25
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;
outside the U.S. and Canada, call 516-794-5452.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN THE
FUND'S OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF THE 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 26
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Page 27
DREYFUS
Asset Allocation
Fund, Inc.
Prospectus
(Dreyfus Logo)
Registration Mark
Copy Rights 1995 Dreyfus Service Corporation
AAFp7090195
DREYFUS ASSET ALLOCATION FUND, INC.
PART B
(STATEMENT OF ADDITIONAL INFORMATION)
SEPTEMBER 1, 1995
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 September 1,
1995, 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 11566-0144, or call the following numbers:
Call Toll Free 1-800-645-6561
In New York City -- Call 1-718-895-1206
Outside the U.S. and Canada -- Call 1-516-794-5452
The Dreyfus Corporation (the "Manager") serves as the Fund's
investment adviser.
Premier Mutual Fund Services, Inc. (the "Distributor") is the
distributor of the Fund's shares.
TABLE OF CONTENTS
Page
Investment Objective and Management Policies . . . . . . . . . . . B-2
Management of the Fund . . . . . . . . . . . . . . . . . . . . . . B-9
Management Agreement . . . . . . . . . . . . . . . . . . . . . . . B-13
Purchase of Fund Shares. . . . . . . . . . . . . . . . . . . . . . B-15
Shareholder Services Plan. . . . . . . . . . . . . . . . . . . . . B-15
Redemption of Fund Shares. . . . . . . . . . . . . . . . . . . . . B-17
Shareholder Services . . . . . . . . . . . . . . . . . . . . . . . B-18
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-25
Custodian, Transfer and Dividend Disbursing Agent,
Counsel and Independent Auditors . . . . . . . . . . . . . . . . B-26
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . B-27
Report of Independent Auditors
for Dreyfus Total Return Portfolio . . . . . . . . . . . . . . . B-36
for Dreyfus Growth Portfolio . . . . . . . . . . . . . . . . . . B-47
for Dreyfus Income Portfolio . . . . . . . . . . . . . . . . . . B-57
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."
Portfolio Securities
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.
Repurchase Agreements. 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 that enters into them. In an attempt to reduce the
risk of incurring a loss on a repurchase agreement, the Portfolio will
enter into repurchase agreements only with domestic banks with total assets
in excess of one billion dollars or primary government securities dealers
reporting to the Federal Reserve Bank of New York, with respect to
securities of the type in which 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 Manager will
monitor on an ongoing basis the value of the collateral to assure that it
always equals or exceeds the repurchase price. The Fund will consider on
an ongoing basis the creditworthiness of the institutions with which the
Portfolio enters into repurchase agreements.
Illiquid Securities. 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 a Portfolio, 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 Manager 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 restricted
securities pursuant to Rule 144A, the Portfolio's investing in such
securities may have the effect of increasing the level of illiquidity in
that Portfolio during such period.
Investment Techniques
Leverage Through Borrowing. Each Portfolio may borrow for investment
purposes. The Investment Company Act of 1940, as amended (the "Act"),
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, the
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. 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. To the extent a Portfolio enters into a reverse repurchase
agreement, the 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 Portfolio that enters into them. 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 engage in short-selling. 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.
Options Transactions. Each Portfolio may engage in options
transactions, such as purchasing or writing covered call or put options.
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. 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 indices 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 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 indices, and options on futures contracts or indices.
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 (which
currently limits borrowing to no more than 33-1/3% of the value of the
Portfolio's total assets). For purposes of this investment restriction,
the entry into options, forward contracts, futures contracts, including
those relating to indices, and options on futures contracts or indices
shall not constitute borrowing.
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 indices, and options on
futures contracts or indices.
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 indices, and options on futures contracts or indices.
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 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 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. From 1980
to 1994, Mrs. Benson was a director of the Grumman Corporation. 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.
She is 67 years old and her address is 46 Sunset Avenue, Amherst,
Massachusetts 01002.
*DAVID W. BURKE, Director. Consultant to the Manager since August 1994.
From October 1994 to August 1994, he was Vice President and Chief
Administrative Officer of the Manager. From 1977 to 1990, Mr. Burke
was involved in the management of national television news, as Vice
President and Executive Vice President of ABC News, and subsequently
as President of CBS News. He is 59 years old and his address is 200
Park Avenue, New York, New York 10166.
*JOSEPH S. DiMARTINO, Chairman of the Board. Since January 1995, Chairman
of the Board for various funds in the Dreyfus Family of Funds. For
more than five years prior thereto, he was President, a director and,
until August 1994, Chief Operating Officer of the Manager and
Executive Vice President and a director of Dreyfus Service
Corporation, a wholly-owned subsidiary of the Manager and, until
August 24, 1994, the Fund's distributor. From August 1994 to December
31, 1994, he was a director of Mellon Bank Corporation. He is
Chairman of the Board of the Noel Group, Inc., a venture capital
company; a trustee of Bucknell University; and a director of the
Muscular Dystrophy Association, HealthPlan Services Corporation,
Belding Heminway, Inc., a manufacturer and marketer of industrial
threads, specialty yarns, home furnishings and fabrics, Curtis
Industries, a national distributor of security products, chemicals and
automotive and other hardware, Simmons Outdoor Corporation, and
Staffing Resources, Inc. He is 51 years old and his address is 200
Park Avenue, New York, New York 10166.
MARTIN D. FIFE, Director. Chairman of the Board of Magar, Inc., a company
specializing in financial products and developing early stage
companies. In addition, Mr. Fife is Chairman of the Board and Chief
Executive Officer of Skysat Communications Network Corporation, a
company developing telecommunications systems. Mr. Fife also serves
on the boards of various other companies. Mr. Fife is 68 years old
and his address is 405 Lexington Avenue, New York, New York 10174.
WHITNEY I. GERARD, Director. Partner of the New York City law firm of
Chadbourne & Parke. He is 59 years old and 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 5 years prior thereto, he was a
Professor of Finance at the Graduate School of Business Administration
of Harvard University and, from 1985 to 1989, Chairman of its Advanced
Management Program. He is 56 years old and 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 ITT Hartford Insurance Group,
Ford Meter Box Corporation and Lawter International and a member of
the advisory councils of several other companies, research institutes
and foundations. Ambassador Hartman is Chairman of the First NIS
Regional Fund (ING/Barings Management). He is a former President of
the Harvard Board of Overseers. He is 69 years old and his address is
1615 L Street, N.W., Washington, D.C. 20036.
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,
State Farm Life Insurance Company and Federal Realty Investment Trust.
He is 60 years old and his address is 1775 Massachusetts Avenue, N.W.,
Washington, D.C. 20036.
PAUL D. WOLFOWITZ, Director. Dean of The Paul H. Nitze School of Advanced
International Studies at Johns Hopkins University. From 1989 to 1993,
he was Under Secretary of Defense for Policy. From 1986 to 1989, he
was the U.S. Ambassador to the Republic of Indonesia. From 1982 to
1986, he was Assistant Secretary of State for East Asian and Pacific
Affairs of the Department of State. He is a director of Hasbro, Inc.
He is 50 years old and his address is 1740 Massachusetts Avenue, N.W.,
Washington, D.C. 20036.
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.
The Fund typically pays its Directors an annual retainer and a per
meeting fee and reimburses them for their expenses. The Chairman of the
Board receives an additional 25% of such compensation. The aggregate
amount of compensation paid to each Director by the Fund for the fiscal
year ended April 30, 1995, and by all other funds in the Dreyfus Family of
Funds for which such person is a Board member (the numbers of which is set
forth in parenthesis next to each Board member's total compensation) for
the year ended December 31, 1994, were as follows:
<TABLE>
<CAPTION>
(3) (5)
(2) Pension or (4) Total Compensation
(1) Aggregate Retirement Benefits Estimated Annual from Fund and Fund
Name of Board Compensation from Accrued as Part of Benefits Upon Complex Paid to
Member Fund* Fund's Expenses Retirement Board Members
----------------- ------------------ -------------------- ----------------- -----------------------
<S> <C> <C> <C> <C>
Lucy Wilson Benson $2,000 none none $ 64,459 (13)
David W. Burke $1,435 none none $ 27,878 (51)
Joseph S. DiMartino $2,500** none none $445,000*** (93)
Martin D. Fife $2,000 none none $ 51,750 (11)
Whitney I. Gerard $2,000 none none $ 52,000 (11)
Robert R. Glauber $1,750 none none $ 79,696 (20)
Arthur A. Hartman $2,000 none none $ 52,000 (11)
George L. Perry $2,000 none none $ 52,000 (11)
Paul D. Wolfowitz $1,750 none none $ 32,631 (10)
______________________________
* Amount does not include reimbursed expenses for attending Board meetings, which amounted to $708 for all Directors as a
group.
** Estimated amount for the current fiscal year ending April 30, 1996.
*** Estimated amount for the year ending December 31, 1995.
</TABLE>
Officers of the Fund
MARIE E. CONNOLLY, President and Treasurer. President and Chief Operating
Officer of the Distributor and an officer of other investment
companies advised or administered by the Manager. From December 1991
to July 1994, she was President and Chief Compliance Officer of Funds
Distributor, Inc., the ultimate parent company of which is Boston
Institutional Group, Inc. Prior to December 1991, she served as Vice
President and Controller, and later as Senior Vice President, of The
Boston Company Advisors, Inc. She is 37 years old.
JOHN E. PELLETIER, Vice President and Secretary. Senior Vice President and
General Counsel of the Distributor and an officer of other investment
companies advised or administered by the Manager. From February 1992
to July 1994, he served as Counsel for The Boston Company Advisors,
Inc. From August 1990 to February 1992, he was employed as an
Associate at Ropes & Gray. He is 30 years old.
ERIC B. FISCHMAN, Vice President and Assistant Secretary. Associate
General Counsel of the Distributor and an officer of other investment
companies advised or administered by the Manager. From September 1992
to August 1994, he was an attorney with the Board of Governors of the
Federal Reserve System. He is 30 years old.
FREDERICK C. DEY, Vice President and Assistant Treasurer. Senior Vice
President of the Distributor and an officer of other investment
companies advised or administered by the Manager. From 1988 to August
1994, he was manager of the High Performance Fabric Division of
Springs Industries Inc. He is 33 years old.
JOSEPH F. TOWER, III, Assistant Treasurer. Senior Vice President,
Treasurer and Chief Financial Officer of the Distributor and an
officer of other investment companies advised or administered by the
Manager. From July 1988 to August 1994, he was employed by The Boston
Company, Inc. where he held various management positions in the
Corporate Finance and Treasury areas. He is 32 years old.
JOHN J. PYBURN, Assistant Treasurer. Assistant Treasurer of the
Distributor and an officer of other investment companies advised or
administered by the Manager. From 1984 to July 1994, he was Assistant
Vice President in the Mutual Fund Accounting Department of the
Manager. He is 59 years old.
RUTH D. LEIBERT, Assistant Secretary. Assistant Vice President of the
Distributor and an officer of other investment companies advised or
administered by the Manager. From March 1992 to July 1994, she was a
Compliance Officer for The Managers Funds, a registered investment
company. From March 1990 until September 1991, she was Development
Director of The Rockland Center for the Arts. She is 50 years old.
PAUL FURCINITO, Assistant Secretary. Assistant Vice President of the
Distributor and an officer of other investment companies advised or
administered by the Manager. From January 1992 to July 1994, he was a
Senior Legal Product Manager, and, from January 1990 to January 1992,
he was a mutual fund accountant, for The Boston Company Advisors, Inc.
He is 28 years old.
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 July 14, 1995.
The following persons are known by the Fund to own 5% or more of the
outstanding voting securities of the indicated Portfolio as of July 14,
1995: Dreyfus Growth Portfolio--Major Trading Corporation, Attn: Maurice
Bendrihem, 200 Park Avenue, New York, New York 10166 - 66.4188%; Dreyfus
Income Portfolio--Major Trading Corporation, Attn: Maurice Bendrihem, 200
Park Avenue, New York, New York 10166 - 76.1370%; DTR Cust Kossar &
Rosenthal Use Retirement Plan FBO Robert L. Rosenthal, 450 7th Avenue,
Suite 4404, New York, New York 10166-0101 - 8.2425%. A shareholder who
beneficially owns, directly or indirectly, more than 25% of the Fund's
voting securities may be deemed a "control person" (as defined in the Act)
of the Fund.
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 August 24, 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 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. The Agreement was approved by
shareholders on August 4, 1994, and was last approved by the Fund's Board
of Directors, including a majority of the Directors who are not "interested
persons" of any party to the Agreement, at a Board meeting held on August
25, 1994. 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 following persons are officers and/or directors of the Manager:
Howard Stein, Chairman of the Board and Chief Executive Officer; W. Keith
Smith, Vice Chairman of the Board; Robert E. Riley, President, Chief
Operating Officer and a director; Stephen E. Canter, Vice Chairman, Chief
Investment Officer and a director; Lawrence S. Kash, Vice Chairman-
Distribution and a director; Philip L. Toia, Vice Chairman-Operations and
Administration; Daniel C. Maclean, Vice President and General Counsel;
Barbara E. Casey, Vice President-Dreyfus Retirement Services; Diane M.
Coffey, Vice President-Corporate Communications; Elie M. Genadry, Vice
President-Institutional Sales; Henry D. Gottmann, Vice President-Retail
Sales and Service; William F. Glavin, Jr., Vice President-Corporate
Development; Mark, N. Jacobs, Vice President-Fund Legal and Compliance and
Secretary; Jeffrey N. Nachman, Vice President-Mutual Fund Accounting;
Andrew S. Wasser, Vice President-Information Services; Katherine C.
Wickham, Vice President-Human Resources; Maurice Bendrihem, Controller;
Elvira Oslapas, Assistant Secretary; and Mandell L. Berman, Frank V.
Cahouet, Alvin E. Friedman, Lawrence M. Greene, Julian M. Smerling and
David B. Truman, directors.
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 portfolio managers who are authorized
by the Board of Directors to execute purchases and sales of securities.
The Fund's portfolio managers are Howard Stein, Jeffrey F. Friedman,
Richard B. Hoey 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
prospectuses and statements of additional information for regulatory
purposes and for distribution to existing shareholders and any
extraordinary expenses. In addition, the Fund is subject to an annual
service fee for ongoing personal services relating to shareholder accounts
and services related to the maintenance of shareholder accounts. See
"Shareholder Services Plan." 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.
The Manager maintains office facilities on behalf of the Fund, and
furnishes statistical and research data, clerical help, accounting, data
processing, bookkeeping and internal auditing and certain other required
services to the Fund. 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 of Dreyfus Total Return Portfolio) through
April 30, 1994 and for the fiscal year ended April 30, 1995, management
fees of $232,788 and $382,802, respectively, were payable by the Fund with
respect to Dreyfus Total Return Portfolio. For the period October 18, 1994
(commencement of operations of Dreyfus Income Portfolio and Dreyfus Growth
Portfolio) through April 30, 1995, management fees of $4,661 and $4,800
were paid with respect to Dreyfus Income Portfolio and Dreyfus Growth
Portfolio, respectively. The management fees were waived pursuant to an
undertaking by the Manager, resulting in no fee being paid for any of the
Portfolios.
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. In some states, banks or other
financial institutions effecting transactions in Portfolio shares may be
required to register as dealers pursuant to state law.
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.
SHAREHOLDER SERVICES PLAN
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "Shareholder
Services Plan."
The Fund has adopted a Shareholder Services Plan, pursuant to which
the Fund pays the Distributor for the provision of certain services to each
Portfolio's shareholders. 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. Under the
Shareholder Services 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.
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 was so approved by the Directors at a meeting
held on August 24, 1995. 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.
Pursuant to the Shareholder Services Plan, for the fiscal year ended
April 30, 1995, the Fund was charged $127,601 with respect to Dreyfus Total
Return Portfolio. For the period October 18, 1994 (commencement of
operations of Dreyfus Growth Portfolio and Dreyfus Income Portfolio)
through April 30, 1995, the Fund was charged $1,600 and $1,554 with respect
to Dreyfus Growth Portfolio and Dreyfus Income Portfolio, respectively.
All of such amounts were reimbursed pursuant to an undertaking by the
Manager.
Prior Distribution Plan. As of August 24, 1995, the Fund terminated
its then-existing Distribution Plan that had been in effect from August 24,
1994. That Distribution Plan, adopted pursuant to Rule 12b-1 under the
Act, provided that the Fund (a) reimburse the Distributor for payments to
certain Service Agents for distributing the Fund's shares and (b) pay the
Manager, Dreyfus Service Corporation and any affiliate of either of them
for advertising and marketing relating to the Fund, at an aggregate annual
rate of .50 of 1% of the value of each Portfolio's average daily net
assets. Under such the Distribution Plan, for the fiscal year ended April
30, 1995, the Fund was charged $255,202 for advertising, marketing and
distributing shares with respect to Dreyfus Total Return Portfolio. For
the period October 18, 1994 (commencement of operations of Dreyfus Growth
Portfolio and Dreyfus Income Portfolio) through April 30, 1995, the Fund
was charged $3,200 and $3,108 for advertising, marketing and distributing
shares with respect to Dreyfus Growth Portfolio and Dreyfus Income
Portfolio, respectively. For preparing, printing and distributing
prospectuses and statements of additional information and for implementing
and operating the Distribution Plan for fiscal year ended April 30, 1995,
$8,294 was charged Dreyfus Total Return Portfolio, $1,629 was charged
Dreyfus Growth Portfolio and $1,730 was charged Dreyfus Income Portfolio.
All of such amounts were 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."
Fund Exchanges. Shares of 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 request an exchange, an investor must give exchange instructions to
the Transfer Agent in writing or by telephone. The ability to issue
exchange instructions by telephone is given to all Fund shareholders
automatically, unless the investor checks the applicable "No" box on the
Account Application, indicating that the investor specifically refuses this
privilege. By using the Telephone Exchange Privilege, the investor
authorizes the Transfer Agent to act on telephonic instructions from any
person representing himself or herself to be the investor, and reasonably
believed by the Transfer Agent to be genuine. Telephone exchanges may be
subject to limitations as to the amount involved or the number of telephone
exchanges permitted. Shares issued in certificate form are not eligible
for telephone exchange.
To establish a 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 Privilege
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 "Fund Exchanges" 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.
Fund Exchanges and the 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 by calling 1-800-645-6561. The Fund reserves the right to reject
any exchange request in whole or in part. The Fund Exchanges service 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. 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.
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 fees pursuant to
the Fund's Shareholder Services Plan, 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."
Management of the Fund believes that each Portfolio qualified as a
"regulated investment company" under the Internal Revenue Code of 1986, as
amended (the "Code"), for the fiscal year ended April 30, 1995. Each
Portfolio intends to continue to so qualify, as long as such qualification
is in the best interests of its shareholders. Qualification as a regulated
investment company relieves the Portfolio from any liability for Federal
income taxes to the extent its earnings are distributed in accordance with
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, override or modify the provisions of
Sections 1256 and 988 of the Code. 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 obligation 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 of Dreyfus
Total Return Portfolio) through April 30, 1994 and for the fiscal year
ended April 30, 1995, the Fund paid total brokerage commissions of $26,354
and $106,361 with respect to Dreyfus Total Return Portfolio, none of which
was paid to the Distributor. For the period October 18, 1994 (commencement
of operations of Dreyfus Growth Portfolio and Dreyfus Income Portfolio)
through April 30, 1995, the Fund paid total brokerage commissions of
$21,438 and $938 with respect to Dreyfus Growth Portfolio and Dreyfus
Income Portfolio, respectively, none of which was paid to the Distributor.
The Fund paid concessions on principal transactions of $0 and $3,014 with
respect to Dreyfus Total Return Portfolio and $423 with respect to Dreyfus
Income Portfolio for such periods. The Fund paid no gross spreads on
principal transactions during such periods.
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 Total Return Portfolio's average annual total return for the 1
and 1.833 year periods ended April 30, 1995 was 14.22% and 8.10%,
respectively. Average annual total return is calculated by determining the
ending redeemable value of an investment purchased at net asset value per
share with a hypothetical $1,000 payment made at the beginning of the
period (assuming the reinvestment of dividends and distributions), dividing
by the amount of the initial investment, taking the "n"th root of the
quotient (where "n" is the number of years in the period) and subtracting 1
from the result.
Dreyfus Total Return Portfolio's total return for the period July 1,
1993 (commencement of operations) through April 30, 1995 was 8.10%.
Dreyfus Growth Portfolio's total return for the period October 18, 1994
(commencement of operations) through April 30, 1995 was 5.53%. Dreyfus
Income Portfolio's total return for the period October 18, 1994
(commencement of operations) through April 30, 1995 was 11.14%. 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 information 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 5000 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 sends 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, 90 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 LLP, 787 Seventh Avenue, New York, New York 10019,
independent auditors, have been selected as auditors of the Fund.
<TABLE>
<CAPTION>
DREYFUS ASSET ALLOCATION FUND, INC., Dreyfus Total Return Portfolio
-----------------------------------------------------------------------------------
STATEMENT OF INVESTMENTS APRIL 30, 1995
COMMON STOCKS--69.3% SHARES VALUE
----------------------------------------------------------------------------------- ------- ----------
<S> <C> <C>
CONSUMER DURABLES--1.0% Mattel.............................. 23,345 $ 554,444
------- -----------
CONSUMER NON-DURABLES--5.5% Archer-Daniels-Midland.............. 8,590 156,768
CPC International................... 9,500 556,937
Coca-Cola........................... 15,587 905,994
Gillette............................ 3,170 259,940
Heinz (H.J.)........................ 13,000 546,000
PepsiCo............................. 10,179 423,701
Sara Lee............................ 10,178 283,712
-----------
3,133,052
-----------
CONSUMER SERVICES--2.5% Disney (Walt)....................... 3,548 196,471
McDonald's.......................... 9,073 317,555
Time Warner......................... 25,000 915,625
-----------
1,429,651
-----------
ENERGY--12.6% Amerada Hess........................ 26,966 1,365,154
Burlington Resources................ 8,250 322,781
Louisiana Land & Exploration........ 9,000 329,625
Royal Dutch Petroleum............... 10,000 1,240,000
Schlumberger........................ 30,000 1,886,250
Texaco.............................. 29,242 1,999,422
-----------
7,143,232
-----------
FINANCE--5.0% American International Group........ 12,000 1,281,000
Citicorp............................ 5,000 231,875
Household International............. 9,354 438,469
Providian........................... 15,000 511,875
Shawmut National.................... 14,613 387,244
-----------
2,850,463
-----------
HEALTH CARE--13.5% Abbott Laboratories................. 19,467 766,513
American Home Products.............. 10,653 821,613
Baxter International................ 20,000 695,000
Columbia/HCA Healthcare............. 22,251 934,542
Johnson & Johnson................... 14,431 938,015
Merck & Co.......................... 12,892 552,744
Pfizer.............................. 10,000 866,250
Schering-Plough..................... 5,000 376,875
SmithKline Beecham A.D.R............ 20,000 777,500
United Healthcare................... 25,000 906,250
-----------
7,635,302
-----------
INDUSTRIAL SERVICES--1.4% WMX Technologies.................... 28,201 768,477
-----------
DREYFUS ASSET ALLOCATION FUND, INC., Dreyfus Total Return Portfolio
------------------------------------------------------------------------------------
STATEMENT OF INVESTMENTS (CONTINUED) APRIL 30, 1995
COMMON STOCKS (CONTINUED) SHARES VALUE
------------------------------------------------------------------------------------ ------- -----------
PROCESS INDUSTRIES--7.2% duPont (EI) de Nemours.............. 20,300 $ 1,337,263
Grace ( W.R.)....................... 30,986 1,661,624
Monsanto............................ 13,000 1,082,250
-----------
4,081,137
-----------
PRODUCER MANUFACTURING--8.4% Cooper Industries................... 35,239 1,374,321
Deere & Co.......................... 19,877 1,629,914
TRINOVA............................. 49,541 1,721,550
-----------
4,725,785
-----------
RETAIL TRADE--3.3% Sears, Roebuck...................... 15,734 853,569
Wal-Mart Stores..................... 42,976 1,020,680
-----------
1,874,249
-----------
TECHNOLOGY--7.6% Boeing.............................. 14,271 784,905
cisco Systems....................... 13,000 (a) 518,375
DSC Communications.................. 10,000 (a) 370,000
Intel............................... 7,400 757,575
Microsoft........................... 9,000 (a) 735,750
Motorola............................ 11,000 625,625
Texas Instruments................... 5,000 530,000
-----------
4,322,230
-----------
TRANSPORTATION--1.3% Burlington Northern 12,200 725,900
-----------
TOTAL COMMON STOCKS
(cost $35,236,066) $39,243,922
===========
PRINCIPAL
U.S. TREASURY BONDS--27.1% AMOUNT
------------------------------------------------------------------------------------ -----------
7.125%, 2/15/2023
(cost $14,852,503)................ $15,900,000 $15,358,414
===========
SHORT-TERM INVESTMENTS--4.6%
------------------------------------------------------------------------------------
U.S. TREASURY BILLS: 5.72%, 5/18/1995.................... $ 853,000 $ 850,458
5.01%, 6/1/1995..................... 242,000 240,744
6.37%, 7/6/1995..................... 1,542,000 1,525,578
-----------
TOTAL SHORT-TERM INVESTMENTS
(cost $2,617,871)................. $ 2,616,780
===========
TOTAL INVESTMENTS (cost $52,706,440)................................................ 101.0% $57,219,116
====== ===========
LIABILITIES, LESS CASH AND RECEIVABLES.............................................. (1.0%) $ (579,676)
====== ===========
NET ASSETS.......................................................................... 100.0% $56,639,440
====== ===========
NOTE TO STATEMENT OF INVESTMENTS;
------------------------------------------------------------------------------------
(a) Non-income producing.
See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS ASSET ALLOCATION FUND, INC., Dreyfus Total Return Portfolio
-----------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES APRIL 30, 1995
<S> <C> <C>
ASSETS:
Investments in securities, at value
(cost $52,706,440)--see statement............................................. $57,219,116
Cash............................................................................ 35,611
Receivable for investment securities sold....................................... 498,233
Dividends and interest receivable............................................... 267,759
Receivable for subscriptions to Common Stock.................................... 6,900
Prepaid expenses................................................................ 90,616
-----------
58,118,235
LIABILITIES:
Due to Distributor............................................................ $ 34,151
Payable for investment securities purchased..................................... 1,379,150
Accrued expenses................................................................ 65,494 1,478,795
---------- -----------
NET ASSETS ........................................................................ $56,639,440
===========
REPRESENTED BY:
Paid-in capital................................................................. $51,844,816
Accumulated undistributed investment income--net................................ 580,230
Accumulated net realized (loss) on investments.................................. (298,282)
Accumulated net unrealized appreciation on investments--Note 3(b)............... 4,512,676
-----------
NET ASSETS at value applicable to 4,100,964 shares outstanding
(100 million shares of $.001 par value Common Stock authorized)................. $56,639,440
===========
NET ASSET VALUE, offering and redemption price per share
($56,639,440 divide 4,100,964 shares)........................................... $13.81
======
See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS ASSET ALLOCATION FUND, INC., Dreyfus Total Return Portfolio
------------------------------------------------------------------------------------
STATEMENT OF OPERATIONS YEAR ENDED APRIL 30, 1995
<S> <C> <C>
INVESTMENT INCOME:
INCOME:
Interest...................................................................... $949,419
Cash dividends (net of $8,063 foreign taxes withheld at source)............... 925,484
--------
TOTAL INCOME.................................................................. $1,874,903
EXPENSES:
Management fee--Note 2(a)..................................................... 382,802
Shareholder servicing costs--Note 2(b,c)...................................... 448,904
Registration fees............................................................. 44,681
Legal fees.................................................................... 43,838
Organization expenses......................................................... 19,959
Directors' fees and expenses--Note 2(d)....................................... 14,967
Prospectus and shareholders' reports--Note 2(b)............................... 14,295
Custodian fees................................................................ 10,352
Auditing fees................................................................. 9,333
Miscellaneous................................................................. 1,425
--------
990,556
Less--expense reimbursement from Manager due to
undertakings--Note 2(a)....................................................... 647,771
--------
TOTAL EXPENSES.............................................................. 342,785
----------
INVESTMENT INCOME--NET...................................................... 1,532,118
----------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments--Note 3(a):
Long transactions............................................................. $211,829
Short sale transactions....................................................... (1,823)
Net realized (loss) on financial futures--Note 3(a);
Short transactions............................................................ (509,360)
--------
NET REALIZED (LOSS)........................................................... (299,354)
Net unrealized appreciation on investments...................................... 5,745,320
----------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS............................. 5,445,966
----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS................................ $6,978,084
==========
See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS ASSET ALLOCATION FUND, INC., Dreyfus Total Return Portfolio
------------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
YEAR ENDED APRIL 30,
---------------------------
1994* 1995
----------- -----------
<S> <C> <C>
OPERATIONS:
Investment income--net.......................................................... $ 923,546 $ 1,532,118
Net realized gain (loss) on investments......................................... 235,388 (299,354)
Net unrealized appreciation (depreciation) on investments for the year.......... (1,232,644) 5,745,320
----------- -----------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS............... (73,710) 6,978,084
----------- -----------
DIVIDENDS TO SHAREHOLDERS FROM:
Investment income-net........................................................... (461,212) (1,414,222)
Net realized gain on investments................................................ (40,587) (193,729)
----------- -----------
TOTAL DIVIDENDS............................................................... (501,799) (1,607,951)
----------- -----------
CAPITAL STOCK TRANSACTIONS:
Net proceeds from shares sold................................................... 69,747,836 19,578,479
Dividends reinvested............................................................ 486,322 1,551,632
Cost of shares redeemed......................................................... (18,696,071) (20,923,382)
----------- -----------
INCREASE IN NET ASSETS FROM CAPITAL STOCK TRANSACTIONS........................ 51,538,087 206,729
----------- -----------
TOTAL INCREASE IN NET ASSETS.................................................. 50,962,578 5,576,862
NET ASSETS:
Beginning of year............................................................... 100,000 51,062,578
----------- -----------
End of year (including undistributed investment
income--net of $462,334 and $580,230, respectively)........................... $51,062,578 $56,639,440
=========== ===========
SHARES SHARES
----------- -----------
CAPITAL SHARE TRANSACTIONS:
Shares sold..................................................................... 5,525,794 1,522,416
Shares issued for dividends reinvested.......................................... 38,293 123,439
Shares redeemed................................................................. (1,483,003) (1,633,975)
----------- -----------
NET INCREASE IN SHARES OUTSTANDING............................................ 4,081,084 11,880
=========== ===========
-------------------
*From July 1, 1993 (commencement of operations) to April 30, 1994.
See notes to financial statements.
</TABLE>
DREYFUS ASSET ALLOCATION FUND, INC., Dreyfus Total Return Portfolio
--------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
Reference is made to page 4 of the Fund's Prospectus dated
September 1, 1995.
DREYFUS ASSET ALLOCATION FUND, INC., Dreyfus Total Return Portfolio
-------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
NOTE 1--SIGNIFICANT ACCOUNTING POLICIES:
Dreyfus Asset Allocation Fund, Inc. (the "Fund") began operating
under such name on July 1, 1993 and is currently offering three
portfolios, including the Dreyfus Total Return Portfolio (the
"Portfolio") as the original Portfolio of the Fund became known on
August 25, 1994. The Portfolio is registered under the Investment
Company Act of 1940 ("Act") as a non-diversified open-end management
investment company. Dreyfus Service Corporation, until August 24, 1994,
acted as the distributor of the Portfolio's shares, which are sold to
the public without a sales load. Dreyfus Service Corporation is a
wholly-owned subsidiary of The Dreyfus Corporation ("Manager").
Effective August 24, 1994, the Manager became a direct subsidiary of
Mellon Bank, N.A.
On August 24, 1994, Premier Mutual Fund Services, Inc. (the
"Distributor") was engaged as the Portfolios' distributor. The
Distributor, located at One Exchange Place, Boston, Massachusetts 02109,
is a wholly-owned subsidiary of FDI Distribution Services, Inc., a
provider of mutual fund administration services, which in turn is a
wholly-owned subsidiary of FDI Holdings, Inc., the parent company of
which is Boston Institutional Group, Inc.
The Fund accounts separately for the assets, liabilities and
operations of each portfolio. Expenses directly attributable to each
portfolio are charged to that portfolio's operations; expenses which are
applicable to all portfolios are allocated among them.
(A) PORTFOLIO VALUATION: Investments in securities (including
options and financial futures) are valued at the last sales price on the
securities exchange on which such securities are primarily traded or at
the last sales price on the national securities market. Securities not
listed on an exchange or the national securities market, or securities
for which there were no transactions, are valued at the average of the
most recent bid and asked prices, except for open short positions, where
the asked price is used for valuation purposes. Bid price is used when
no asked price is available. Securities for which there are no such
valuations are valued at fair value as determined in good faith under
the direction of the Board of Directors. Investments denominated in
foreign currencies are translated to U.S. dollars at the prevailing
rates of exchange.
(B) SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities
transactions are recorded on a trade date basis. Realized gain and loss
from securities transactions are recorded on the identified cost basis.
Dividend income is recognized on the ex-dividend date and interest
income, including, where applicable, amortization of discount on
investments, is recognized on the accrual basis.
(C) DIVIDENDS TO SHAREHOLDERS: Dividends are recorded on the ex-
dividend date. Dividends from investment income-net and dividends from
net realized capital gain are normally declared and paid annually, but
the Portfolio may make distributions on a more frequent basis to comply
with the distribution requirements of the Internal Revenue Code. To the
extent that net realized capital gain can be offset by capital loss
carryovers, if any, it is the policy of the Portfolio not to distribute
such gain.
(D) FEDERAL INCOME TAXES: It is the policy of the Portfolio to
continue to qualify as a regulated investment company, if such
qualification is in the best interests of its shareholders, by complying
with the applicable provisions of the Internal Revenue Code, and to make
distributions of taxable income sufficient to relieve it from
substantially all Federal income and excise taxes.
The Fund has an unused capital loss carryover of approximately
$243,000 available for Federal income tax purposes to be applied against
future net securities profits, if any realized subsequent to April 30,
1995. If not applied, the carryover expire in fiscal 2003.
DREYFUS ASSET ALLOCATION FUND, INC., Dreyfus Total Return Portfolio
-------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (continued)
NOTE 2--MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES:
(A) Pursuant to a management agreement ("Agreement") with the
Manager, the management fee is computed at the annual rate of .75 of 1%
of the average daily value of the Portfolio's net assets and is payable
monthly. The Agreement provides for an expense reimbursement from the
Manager should the Portfolio's aggregate expenses, exclusive of taxes,
brokerage, interest on borrowings and extraordinary expenses, exceed the
expense limitation of any state having jurisdiction over the Portfolio.
The most stringent state expense limitation applicable to the Portfolio
presently requires reimbursement of expenses in any full fiscal year
that such expenses (exclusive of distribution expenses and certain
expenses as described above) exceed 2 1/2% of the first $30 million, 2%
of the next $70 million and 1 1/2% of the excess over $100 million of
the average value of the Portfolio's net assets in accordance with
California "blue sky" regulations. However, the Manager has undertaken
from May 1, 1994 to April 30, 1995 to reduce the management fee paid by,
and reimburse such excess expenses of the Portfolio, to the extent that
the Portfolio's aggregate expenses (excluding certain expenses as
described above) exceed specified annual percentages of the Portfolio's
average daily net assets. The expense reimbursement, pursuant to the
undertakings, amounted to $647,771 for the year ended April 30, 1995.
The Manager may modify the expense limitation percentages from time
to time, provided that the resulting expense reimbursement would not be
less than the amount required pursuant to the Agreement.
(B) On August 4, 1994, Fund shareholders approved a revised
Distribution Plan (the "Plan") pursuant to Rule 12b-1 under the Act.
Pursuant to the Plan, effective August 24, 1994, the Portfolio (a)
reimburses the Distributor for payments to certain Service Agents for
distributing the Portfolio's shares and (b) pays the Manager, Dreyfus
Service Corporation or any affiliate (collectively "Dreyfus") for
advertising and marketing relating to the Portfolio and servicing
shareholders accounts, at an aggregate annual rate of .50 of 1% of the
value of the Portfolio's average daily net assets. Each of the
Distributor and Dreyfus may pay Service Agents (a securities dealer,
financial institution, or other industry professional) a fee in respect
of the Portfolio's shares owned by shareholders with whom the Service
Agent has a servicing relationship or for whom the Service Agent is the
dealer or holder of record. Each of the Distributor and Dreyfus
determine the amounts to be paid to Service Agents to which it will make
payments and the basis on which such payments are made. The Plan also
separately provides for the Portfolio to bear the costs of preparing,
printing and distributing certain of the Portfolio's prospectuses and
statements of additional information and costs associated with
implementing and operating the Distribution Plan, not to exceed the
greater of $100,000 or .005 of 1% of the Portfolio's average daily net
assets for any full fiscal year.
Prior to August 24, 1994, the Distribution Plan ("prior Distribution
Plan") provided that the Portfolio pay Dreyfus Service Corporation at an
annual rate of .50 of 1% of the value of the Portfolio's average daily
net assets, for costs and expenses in connection with advertising,
marketing and distributing the Portfolio's shares. Dreyfus Service
Corporation made payments to one or more Service Agents based on the
value of the Portfolio's shares owned by clients of the Service Agent.
The prior distribution Plan also separately provided for the Portfolio
to bear the costs of preparing, printing and distributing certain of the
Portfolio's prospectuses and statements of additional information and
costs associated with implementing and operating the Plan, not to exceed
the greater of $100,000 or .005 of 1% of the Portfolio's average daily
net assets for any full fiscal year.
DREYFUS ASSET ALLOCATION FUND, INC., Dreyfus Total Return Portfolio
-------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (continued)
During the year ended April 30, 1995, $182,276 was charged to the
Portfolio pursuant to the Distribution Plan and $81,220 was charged to
the Portfolio pursuant to the prior Distribution Plan.
(C) Pursuant to the Portfolio's Shareholder Services Plan, the
Portfolio pays the Distributor, at an annual rate of .25 of 1% of the
value of the Portfolio's average daily net assets for servicing
shareholder accounts. The services provided may include personal
services relating to shareholder accounts, such as answering shareholder
inquiries regarding the Portfolio and providing reports and other
information, and services related to the maintenance of shareholder
accounts. The Distributor may make payments to Service Agents in respect
of these services. The Distributor determines the amounts to be paid to
Service Agents. During the year ended April 30, 1995, the Portfolio was
charged $127,601 pursuant to the Shareholder Services Plan.
(D) Prior to August 24, 1994, certain officers and directors of the
Portfolio were "affiliated persons," as defined in the Act, of the
Manager and/or Dreyfus Service Corporation. Each director who is not an
"affiliated person" receives an annual fee from the Fund of $1,000 and
an attendance fee of $250 per meeting. The Chairman of the Board
receives an additional 25% of such compensation.
NOTE 3--SECURITIES TRANSACTIONS:
(A) The following summarizes the aggregate amount of purchases and
sales of investment securities and securities sold short, excluding
short-term securities, during the six months ended April 30, 1995:
PURCHASES SALES
----------- -----------
Long transactions.................... $75,372,558 $64,784,056
Short sale transactions.............. 692,000 690,177
----------- -----------
TOTAL.............................. $76,064,558 $65,474,233
=========== ===========
The Fund is engaged in short-selling which obligates the Portfolio
to replace the security borrowed by purchasing the security at current
market value. The Portfolio would incur a loss 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. The Portfolio would
realize a gain if the price of the security declines between those
dates. Until the Portfolio replaces the borrowed security, the Portfolio
will maintain daily, a segregated account with a broker and/or
custodian, of cash and/or U.S. Government securities sufficient to cover
its short position. At April 30, 1995, there were no securities sold
short outstanding.
The Portfolio is engaged in trading financial futures contracts. The
Portfolio is exposed to market risk as a result of changes in the value
of the underlying financial instruments. Investments in financial
futures require the Portfolio to "mark to market" on a daily basis,
which reflects the change in the market value of the contract at the
close of each day's trading. Accordingly, variation margin payments are
made or received to reflect daily unrealized gains or losses. When the
contracts are closed, the Fund recognizes a realized gain or loss. These
investments require initial margin deposits with a custodian, which
consist of cash or cash equivalents, up to approximately 10% of the
contract amount. The amount of these deposits is determined by the
exchange or Board of Trade on which the contract is traded and is
subject to change. At April 30, 1995, there were no financial futures
contracts outstanding.
(B) At April 30, 1995, accumulated net unrealized appreciation on
investments was $4,512,676, consisting of $4,874,313 gross unrealized
appreciation and $361,637 gross unrealized depreciation.
At April 30, 1995, the cost of investments for Federal income tax
purposes was substantially the same as the cost for financial reporting
purposes (see the Statement of Investments).
DREYFUS ASSET ALLOCATION FUND, INC., Dreyfus Total Return Portfolio
--------------------------------------------------------------------
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
SHAREHOLDERS AND BOARD OF DIRECTORS
DREYFUS ASSET ALLOCATION FUND, INC., DREYFUS TOTAL RETURN PORTFOLIO
We have audited the accompanying statement of assets and
liabilities, including the statement of investments, of Dreyfus Asset
Allocation Fund, Inc., Dreyfus Total Return Portfolio (one of the Series
constituting the Dreyfus Asset Allocation Fund, Inc.) as of April 30,
1995, and the related statements of operations for the year then ended,
the statement changes in net assets for each of the two years in the
period then ended, and financial highlights for each of the periods
indicated therein. These financial statements and financial highlights
are the responsibility of the Fund's management. Our responsibility is
to express an opinion on these financial statements and financial
highlights based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. Our procedures
included confirmation of securities owned as of April 30, 1995 by
correspondence with the custodian and brokers. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the
financial position of Dreyfus Asset Allocation Fund, Inc., Dreyfus Total
Return Portfolio at April 30, 1995, and the results of its operations
for the year then ended, the changes in its net assets and the financial
highlights for each of the indicated periods, in conformity with
generally accepted accounting principles.
Ernst & Young LLP
New York, New York
June 2, 1995
<TABLE>
<CAPTION>
DREYFUS ASSET ALLOCATION FUND, INC., DREYFUS INCOME PORTFOLIO
-----------------------------------------------------------------
STATEMENT OF INVESTMENTS APRIL 30, 1995
COMMON STOCKS--45.2% SHARES VALUE
----------------------------------------------------------------------------- ------ ----------
<S> <C> <C> <C>
CONSUMER DURABLES--.7% Mattel ................................... 430 $ 10,212
----------
CONSUMER NON-DURABLES--4.9% CPC International ........................ 300 17,587
Coca-Cola ................................ 150 8,719
General Mills ............................ 200 12,200
Heinz (H.J.) ............................. 600 25,200
PepsiCo .................................. 98 4,079
----------
67,785
----------
DRUGS--.6% SmithKline Beecham ADS ................... 200 7,775
----------
ENERGY--6.5% Amerada Hess ............................. 356 18,022
Occidental Petroleum ..................... 300 6,900
Royal Dutch Petroleum .................... 81 10,044
Schlumberger ............................. 396 24,898
Texaco ................................... 447 30,564
----------
90,428
----------
FINANCE--1.5% American International Group ............. 200 21,350
----------
HEALTH CARE--6.8% Abbott Laboratories ...................... 200 7,875
American Home Products ................... 203 15,656
Baxter International ..................... 200 6,950
Columbia/HCA Healthcare .................. 485 20,370
Johnson & Johnson ........................ 139 9,035
Lilly (Eli) .............................. 100 7,475
Merck & Co. .............................. 89 3,816
Pfizer ................................... 100 8,662
Schering-Plough .......................... 100 7,538
United Healthcare ........................ 200 7,250
----------
94,627
----------
INDUSTRIAL SERVICES--2.0% CBI Industries ........................... 300 7,425
WMX Technologies ......................... 717 19,538
----------
26,963
----------
PROCESS INDUSTRIES--6.8% Corning .................................. 204 6,809
duPont(EI)deNemours ...................... 500 32,938
Grace (W.R.) ............................. 545 29,226
Monsanto ................................. 300 24,975
----------
93,948
----------
DREYFUS ASSET ALLOCATION FUND, INC., DREYFUS INCOME PORTFOLIO
STATEMENT OF INVESTMENTS (CONTINUED) APRIL 30, 1995
COMMON STOCKS (continued) SHARES VALUE
----------------------------------------------------------------------------- ------ ----------
PRODUCER MANUFACTURING--5.8% Cooper Industries ........................ 447 $ 17,433
Deere & Co. .............................. 321 26,322
Minnesota Mining & Manufacturing ......... 121 7,215
TRINOVA .................................. 840 29,190
----------
80,160
----------
RETAIL TRADE--2.0% May Department Stores .................... 400 14,500
Wal-Mart Stores .......................... 569 13,514
----------
28,014
----------
TECHNOLOGY--6.6% Boeing ................................... 137 7,535
cisco Systems ............................ 200(a) 7,975
DSC Communications ....................... 100(a) 3,700
Intel .................................... 237 24,263
Microsoft ................................ 200(a) 16,350
Motorola ................................. 209 11,887
Texas Instruments ........................ 190 20,140
----------
91,850
----------
TRANSPORTATION--1.0% Burlington Northern ...................... 240 14,280
----------
TOTAL COMMON STOCKS
(cost $570,233) ........................ $ 627,392
==========
PRINCIPAL
U.S. TREASURY BONDS--52.3% AMOUNT
----------------------------------------------------------------------------- ---------
7.125%, 2/15/2023
(cost $693,616) ........................ $750,000 $ 724,453
==========
SHORT-TERM INVESTMENTS--7.5%
-----------------------------------------------------------------------------
U.S. TREASURY BILL; 6.37%, 7/6/1995
(cost $103,927) ........................ $105,000 $ 103,882
==========
TOTAL INVESTMENTS (cost $1,367,776) ......................................... 105.0% $1,455,727
====== ==========
LIABILITIES, LESS CASH AND RECEIVABLES ...................................... (5.0%) $ (69,764)
====== ==========
NET ASSETS .................................................................. 100.0% $1,385,963
====== ==========
</TABLE>
NOTE TO STATEMENT OF INVESTMENTS;
(a) Non-income producing.
See notes to financial statements.
<TABLE>
<CAPTION>
DREYFUS ASSET ALLOCATION FUND, INC., DREYFUS INCOME PORTFOLIO
----------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES APRIL 30, 1995
<S> <C>
ASSETS:
Investments in securities, at value
(cost $1,367,776)--see statement .............................. $1,455,727
Cash .............................................................. 4,701
Receivable for investment securities sold ......................... 16,627
Dividends and interest receivable ................................. 11,595
Prepaid expenses .................................................. 11,584
Due from The Dreyfus Corporation .................................. 5,613
----------
1,505,847
LIABILITIES:
Due to Distributor ................................................ $ 825
Payable for investment securities purchased ....................... 96,855
Accrued expenses .................................................. 22,204 119,884
------- ----------
NET ASSETS $1,385,963
==========
REPRESENTED BY:
Paid-in capital ................................................... $1,273,465
Accumulated undistributed investment income--net .................. 2,667
Accumulated undistributed net realized gain on investments ........ 21,880
Accumulated net unrealized appreciation on investments--Note 3 .... 87,951
----------
NET ASSETS at value applicable to 101,059 shares outstanding
(100 million shares of $.001 par value Common Stock authorized) ... $1,385,963
==========
NET ASSET VALUE, offering and redemption price per share
($1,385,963 / 101,059 shares) ..................................... $13.71
======
</TABLE>
See notes to financial statements.
<TABLE>
<CAPTION>
DREYFUS ASSET ALLOCATION FUND, INC., DREYFUS INCOME PORTFOLIO
--------------------------------------------------------------------
STATEMENT OF OPERATIONS
FROM OCTOBER 18, 1994 (COMMENCEMENT OF OPERATIONS) TO APRIL 30, 1995
<S> <C> <C>
INCOME:
INCOME:
Interest ..................................................... $29,714
Cash dividends ............................................... 5,175
-------
TOTAL INCOME ......................................... $ 34,889
EXPENSES:
Management fee--Note 2(a) .................................... 4,661
Legal fees ................................................... 17,649
Auditing fees ................................................ 15,000
Registration fees ............................................ 12,301
Shareholder servicing costs--Note 2(b,c) ..................... 6,778
Prospectus and shareholders' reports--Note 2(b) .............. 5,175
Custodian fees ............................................... 2,872
Directors' fees and expenses--Note 2(d) ...................... 198
Miscellaneous ................................................ 1,399
-------
66,033
Less--expense reimbursement from Manager due to
undertaking and expense limitation--Note 2(a) ............ 49,748
-------
TOTAL EXPENSES ....................................... 16,285
--------
INVESTMENT INCOME--NET ............................... 18,604
--------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments--Note 3 ......................... $21,880
Net unrealized appreciation on investments ....................... 87,951
-------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS ...... 109,831
--------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ............. $128,435
========
</TABLE>
See notes to financial statements.
<TABLE>
<CAPTION>
DREYFUS ASSET ALLOCATION FUND, INC., DREYFUS INCOME PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS
FROM OCTOBER 18, 1994 (COMMENCEMENT OF OPERATIONS) TO APRIL 30, 1995
<S> <C>
OPERATIONS:
Investment income--net ....................................................... $ 18,604
Net realized gain on investments ............................................. 21,880
Net unrealized appreciation on investments for the period .................... 87,951
----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ..................... 128,435
----------
DIVIDEND TO SHAREHOLDERS FROM;
Investment income-net ........................................................ (15,937)
----------
CAPITAL STOCK TRANSACTIONS:
Net proceeds from shares sold ................................................ 1,330,845
Dividends reinvested ......................................................... 15,022
Cost of shares redeemed ...................................................... (72,402)
----------
INCREASE IN NET ASSETS FROM CAPITAL STOCK TRANSACTIONS ................... 1,273,465
----------
TOTAL INCREASE IN NET ASSETS ......................................... 1,385,963
NET ASSETS:
Beginning of period--Note 1 .................................................. --
----------
End of period (including undistributed investment
income--net of $2,667) ................................................... $1,385,963
==========
SHARES
----------
CAPITAL SHARE TRANSACTIONS:
Shares sold .................................................................. 105,429
Shares issued for dividends reinvested ....................................... 1,145
Shares redeemed .............................................................. (5,515)
----------
NET INCREASE IN SHARES OUTSTANDING ....................................... 101,059
==========
</TABLE>
See notes to financial statements.
DREYFUS ASSET ALLOCATION FUND, INC., DREYFUS INCOME PORTFOLIO
FINANCIAL HIGHLIGHTS
Reference is made to page 4 of the Fund's Prospectus dated
September 1, 1995.
DREYFUS ASSET ALLOCATION FUND, INC., DREYFUS INCOME PORTFOLIO
----------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
NOTE 1--SIGNIFICANT ACCOUNTING POLICIES:
Dreyfus Asset Allocation Fund, Inc. (the "Fund") began operating under such
name on July 1, 1993 and is currently offering three portfolios, including the
Dreyfus Income Portfolio (the "Portfolio"), which was authorized by the Board
of Directors on August 25, 1994. The Portfolio had no operations until October
18, 1994 (commencement of operations) other than matters relating to its
organization and registration as a non-diversified open-end management
investment company under the Investment Company Act of 1940 ("Act") and the
Securities Act of 1933. Premier Mutual Fund Services, Inc. (the "Distributor")
acts as the distributor of the Portfolio's shares, which are sold to the public
without a sales load. The Distributor, located at One Exchange Place, Boston,
Massachusetts 02109, is a wholly-owned subsidiary of FDI Distribution Services,
Inc., a provider of mutual fund administration services, which in turn is a
wholly-owned subsidiary of FDI Holdings, Inc., the parent company of which is
Boston Institutional Group, Inc. The Dreyfus Corporation ("Manager") serves as
the Portfolio's investment adviser. The Manager is a direct subsidiary of
Mellon Bank, N.A.
As of April 30, 1995, Major Trading Corporation, a subsidiary of Mellon
Bank Investments Corporation, held 81,065 shares of Common Stock of the
Portfolio. Mellon Bank Investments Corporation is a subsidiary of Mellon Bank.
The Fund accounts separately for the assets, liabilities and operations of
each portfolio. Expenses directly attributable to each portfolio are charged
to that portfolio's operations; expenses which are applicable to all portfolios
are allocated among them.
(A) PORTFOLIO VALUATION: Investments in securities (including options and
financial futures) are valued at the last sales price on the securities
exchange on which such securities are primarily traded or at the last sales
price on the national securities market. Securities not listed on an exchange
or the national securities market, or securities for which there were no
transactions, are valued at the average of the most recent bid and asked
prices, except for open short positions, where the asked price is used for
valuation purposes. Bid price is used when no asked price is available.
Securities for which there are no such valuations are valued at fair value as
determined in good faith under the direction of the Board of Directors.
Investments denominated in foreign currencies are translated to U.S. dollars at
the prevailing rates of exchange.
(B) SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities transactions
are recorded on a trade date basis. Realized gain and loss from securities
transactions are recorded on the identified cost basis. Dividend income is
recognized on the ex-dividend date and interest income, including, where
applicable, amortization of discount on investments, is recognized on the
accrual basis.
(C) DIVIDENDS TO SHAREHOLDERS: Dividends are recorded on the ex-dividend
date. Dividends from investment income-net are declared and paid on a
quarterly basis. Dividends from net realized capital gain are normally declared
and paid annually, but the Portfolio may make distributions on a more frequent
basis to comply with the distribution requirements of the Internal Revenue
Code. To the extent that net realized capital gain can be offset by capital
loss carryovers, if any, it is the policy of the Portfolio not to distribute
such gain.
(D) FEDERAL INCOME TAXES: It is the policy of the Portfolio to continue to
qualify as a regulated investment company, if such qualification is in the best
interests of its shareholders, by complying with the applicable provisions of
the Internal Revenue Code, and to make distributions of taxable income
sufficient to relieve it from substantially all Federal income and excise
taxes.
DREYFUS ASSET ALLOCATION FUND, INC., DREYFUS INCOME PORTFOLIO
----------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (continued)
NOTE 2--MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES:
(A) Pursuant to a management agreement ("Agreement") with the Manager, the
management fee is computed at the annual rate of .75 of 1% of the average daily
value of the Portfolio's net assets and is payable monthly. The Agreement
provides for an expense reimbursement from the Manager should the Portfolio's
aggregate expenses, exclusive of taxes, brokerage, interest on borrowings and
extraordinary expenses, exceed the expense limitation of any state having
jurisdiction over the Portfolio. The most stringent state expense limitation
applicable to the Portfolio presently requires reimbursement of expenses in any
full fiscal year that such expenses (exclusive of distribution expenses and
certain expenses as described above) exceed 2-1/2% of the first $30 million, 2%
of the next $70 million and 1-1/2% of the excess over $100 million of the
average value of the Portfolio's net assets in accordance with California "blue
sky" regulations. However, the Manager had undertaken from October 18, 1994 to
April 30, 1995 to waive receipt of the management, service and distribution
fees. The expense reimbursement, pursuant to the undertaking and expense
limitation, amounted to $49,748 for the period ended April 30, 1995.
The Manager may modify the expense limitation percentages from time to
time, provided that the resulting expense reimbursement would not be less than
the amount required pursuant to the Agreement.
(B) Under the Distribution Plan (the "Plan") adopted pursuant to Rule 12b-1
under the Act, the Portfolio (a) reimburses the Distributor for payments to
certain Service Agents for distributing shares and (b) pays the Manager,
Dreyfus Service Corporation or any affiliate (collectively "Dreyfus") for
advertising and marketing relating to the Portfolio and servicing shareholders
accounts, at an aggregate annual rate of .50 of 1% of the value of the
Portfolio's average daily net assets. Each of the Distributor and Dreyfus may
pay Service Agents (a securities dealer, financial institution or other
industry professional) a fee in respect of the Portfolio's shares owned by
shareholders with whom the Service Agent has a servicing relationship or for
whom the Service Agent is the dealer or holder of record. Each of the
Distributor and Dreyfus determine the amounts to be paid to Service Agents to
which it will make payments and the basis on which such payments are made. The
Plan also separately provides for the Portfolio to bear the costs of preparing,
printing and distributing certain of the Portfolio's prospectuses and
statements of additional information and costs associated with implementing and
operating the Plan, not to exceed the greater of $100,000 or .005 of 1% of the
Portfolio's average daily net assets for any full fiscal year. For the period
ended April 30, 1995, $4,838 was charged to the Portfolio pursuant to the
Distribution Plan.
(C) Pursuant to the Portfolio's Shareholder Services Plan, the Portfolio
pays the Distributor, at an annual rate of .25 of 1% of the value of the
Portfolio's average daily net assets for servicing shareholder accounts. The
services provided may include personal services relating to shareholder
accounts, such as answering shareholder inquiries regarding the Portfolio and
providing reports and other information, and services related to the
maintenance of shareholder accounts. The Distributor may make payments to
Service Agents in respect of these services. The Distributor determines the
amounts to be paid to Service Agents. For the period ended April 30, 1995,
$1,554 was charged to the Portfolio pursuant to the Shareholder Services Plan.
DREYFUS ASSET ALLOCATION FUND, INC., DREYFUS INCOME PORTFOLIO
------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (continued)
(D) Each director who is not an "affiliated person" as defined in the Act
receives from the Fund an annual fee of $1,000 and an attendance fee of $250
per meeting. The Chairman of the Board receives an additional 25% of such
compensation.
NOTE 3--SECURITIES TRANSACTIONS:
The aggregate amount of purchases and sales of investment securities,
excluding short-term securities, during the period ended April 30, 1995
amounted to $2,074,973 and $834,107, respectively.
At April 30, 1995, accumulated net unrealized appreciation on investments
was $87,951, consisting of $91,076 gross unrealized appreciation and $3,125
gross unrealized depreciation.
At April 30, 1995, the cost of investments for Federal income tax purposes
was substantially the same as the cost for financial reporting purposes (see
the Statement of Investments).
DREYFUS ASSET ALLOCATION FUND, INC., DREYFUS INCOME PORTFOLIO
----------------------------------------------------------------
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
SHAREHOLDERS AND BOARD OF DIRECTORS
DREYFUS ASSET ALLOCATION FUND, INC., DREYFUS INCOME PORTFOLIO
We have audited the accompanying statement of assets and liabilities,
including the statement of investments, of Dreyfus Asset Allocation Fund, Inc.,
Dreyfus Income Portfolio (one of the Series constituting the Dreyfus Asset
Allocation Fund, Inc.) as of April 30, 1995, and the related statements of
operations and changes in net assets and financial highlights for the period
from October 18, 1994 (commencement of operations) to April 30, 1995. These
financial statements and financial highlights are the responsibility of the
Fund's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. Our procedures included confirmation of securities
owned as of April 30, 1995 by correspondence with the custodian and brokers.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of
Dreyfus Asset Allocation Fund, Inc., Dreyfus Income Portfolio at April 30,
1995, and the results of its operations, the changes in its net assets and the
financial highlights for the period from October 18, 1994 to April 30, 1995, in
conformity with generally accepted accounting principles.
(Ernst & Young LLP Signature Logo)
New York, New York
June 2, 1995
<TABLE>
<CAPTION>
DREYFUS ASSET ALLOCATION FUND, INC., Dreyfus Growth Portfolio
---------------------------------------------------------------------------------------
STATEMENT OF INVESTMENTS APRIL 30, 1995
COMMON STOCKS--95.4% SHARES VALUE
-------------------------------------------------------------------------------------- ---------- ----------
<S> <C> <C>
CONSUMER DURABLES--1.3% Mattel................................. 737 $ 17,504
----------
CONSUMER NON-DURABLES--5.7% CPC International...................... 500 29,313
Dean Foods............................. 245 6,982
General Mills.......................... 200 12,200
Heinz (H.J.)........................... 500 21,000
PepsiCo................................ 190 7,909
----------
77,404
----------
CONSUMER SERVICES--4.7% Gaylord Entertainment, Cl. A........... 500 11,812
Mirage Resorts......................... 500 (a) 15,000
Time Warner............................ 1,000 36,625
----------
63,437
----------
ENERGY--13.0% Amerada Hess........................... 640 32,400
Anadarko Petroleum..................... 400 16,450
Arethusa (OFF-Shore)................... 500 (a) 7,125
Burlington Resources................... 500 19,563
Energy Service......................... 675 (a) 11,306
Louisiana Land & Exploration........... 350 12,819
Schlumberger........................... 700 44,013
Texaco................................. 505 34,529
----------
178,205
----------
FINANCE--9.9% American International Group........... 300 32,025
EXEL................................... 775 35,262
Executive Risk......................... 1,025 (a) 18,066
First Interstate Bancorp............... 250 19,219
Transatlantic Holdings................. 480 30,480
----------
135,052
----------
HEALTH CARE--11.4% Abbott Laboratories.................... 200 7,875
American Home Products................. 200 15,425
Baxter International................... 300 10,425
Columbia/HCA Healthcare................ 575 24,150
Lilly (Eli)............................ 425 31,769
Scherer (R.P.)......................... 350 (a) 16,712
Schering-Plough........................ 95 7,161
SmithKline Beecham A.D.R............... 400 15,550
United Healthcare...................... 300 10,875
Watson Pharmaceuticals................. 525 (a) 16,341
----------
156,283
----------
INDUSTRIAL SERVICES--2.5% WMX Technologies....................... 500 13,625
Western Atlas.......................... 300 (a) 13,500
Wheelabrator Technology................ 500 7,250
----------
34,375
----------
DREYFUS ASSET ALLOCATION FUND, INC., Dreyfus Growth Portfolio
---------------------------------------------------------------------------------------
STATEMENT OF INVESTMENTS (CONTINUED) APRIL 30, 1995
COMMON STOCKS (CONTINUED) SHARES VALUE
--------------------------------------------------------------------------------------- ---------- ----------
PROCESS INDUSTRIES--9.3% AlliedSignal........................... 200 $ 7,925
duPont (EI) deNemours.................. 500 32,937
Grace (W.R.)........................... 800 42,900
Lubrizol............................... 210 7,324
Monsanto............................... 300 24,975
Witco.................................. 380 10,877
----------
126,938
----------
PRODUCER MANUFACTURING--13.2% Authentic Fitness...................... 955 (a) 15,757
CBI Industries......................... 1,100 27,225
Cooper Industries...................... 790 30,810
Deere & Co............................. 300 24,600
Minnesota Mining & Manufacturing....... 265 15,801
Norton McNaughton...................... 435 (a) 7,504
Roper Industries....................... 600 16,200
TRINOVA................................ 1,225 42,569
----------
180,466
----------
RETAIL TRADE--7.6% Consolidated Stores.................... 685 (a) 11,731
Federated Department Stores............ 800 (a) 16,900
Home Shopping Network.................. 1,500 (a) 10,312
May Department Stores.................. 400 14,500
Sears, Roebuck......................... 500 27,125
Talbots................................ 310 9,416
Wal-Mart Stores........................ 600 14,250
----------
104,234
----------
TECHNOLOGY--12.9% Bay Networks........................... 200 (a) 7,275
cisco Systems.......................... 300 (a) 11,963
DSC Communications..................... 410 (a) 15,170
Electronic Arts........................ 650 (a) 14,950
General Instrument..................... 450 (a) 15,356
Intel.................................. 215 22,011
Microsoft.............................. 225 (a) 18,394
Motorola............................... 300 17,062
Novell................................. 700 (a) 15,225
Sierra On-Line......................... 625 (a) 11,797
Texas Instruments...................... 190 20,140
Thermo Electron........................ 140 (a) 7,542
----------
176,885
----------
TRANSPORTATION--3.9% Burlington Northern.................... 500 29,750
OMI.................................... 2,050 (a) 11,787
Overseas Shipholding................... 615 12,300
----------
53,837
----------
TOTAL COMMON STOCKS
(cost $1,197,213).................... $1,304,620
==========
DREYFUS ASSET ALLOCATION FUND, INC., Dreyfus Growth Portfolio
----------------------------------------------------------------------------------------
STATEMENT OF INVESTMENTS (CONTINUED) APRIL 30, 1995
PRINCIPAL
SHORT-TERM INVESTMENTS-8.8% AMOUNT VALUE
------------------------------------------------------------------------------------------ ---------- ----------
U.S. TREASURY BILL; 6.37%, 7/6/1995
(cost $120,734)..................................... $122,000 $ 120,701
==========
TOTAL INVESTMENTS (cost $1,317,947).................................................... 104.2% $1,425,321
========== ==========
LIABILITIES, LESS CASH AND RECEIVABLES................................................. (4.2%) $ (56,997)
========== ==========
NET ASSETS ............................................................................ 100.0% $1,368,324
=========== ==========
NOTE TO STATEMENT OF INVESTMENTS;
(a) Non-income producing.
See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS ASSET ALLOCATION FUND, INC., Dreyfus Growth Portfolio
STATEMENT OF ASSETS AND LIABILITIES APRIL 30, 1995
<S> <C> <C>
ASSETS:
Investments in securities, at value
(cost $1,317,947)-see statement.................................................. $1,425,321
Cash............................................................................... 17,529
Receivable for investment securities sold.......................................... 19,522
Dividends receivable............................................................... 4,294
Prepaid expenses................................................................... 15,469
Due from The Dreyfus Corporation................................................... 3,659
----------
1,485,794
LIABILITIES:
Due to Distributor................................................................. $ 830
Payable for investment securities purchased........................................ 92,270
Accrued expenses................................................................... 24,370 117,470
--------
NET ASSETS............................................................................. $1,368,324
==========
REPRESENTED BY:
Paid-in capital.................................................................... $1,297,177
Accumulated undistributed investment income-net.................................... 44,262
Accumulated net realized (loss) on investments..................................... (80,489)
Accumulated net unrealized appreciation on investments-Note 3...................... 107,374
----------
NET ASSETS at value applicable to 104,004 shares outstanding
(100 million shares of $.001 par value Common Stock authorized).................... $1,368,324
==========
NET ASSET VALUE, offering and redemption price per share
($1,368,324 / 104,004 shares)...................................................... $13.16
======
See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS ASSET ALLOCATION FUND, INC., Dreyfus Growth Portfolio
STATEMENT OF OPERATIONS
FROM OCTOBER 18, 1994 (COMMENCEMENT OF OPERATIONS) TO APRIL 30, 1995
<S> <C> <C>
INVESTMENT INCOME:
INCOME:
Cash dividends................................................................... $ 55,629
Interest......................................................................... 7,917
--------
TOTAL INCOME................................................................... $ 63,546
EXPENSES:
Management fee-Note 2(a)......................................................... 4,800
Legal fees....................................................................... 26,395
Auditing fees.................................................................... 15,000
Registration fees................................................................ 8,557
Shareholder servicing costs-Note 2(b,c).......................................... 7,391
Custodian fees................................................................... 4,637
Prospectus and shareholders' reports-Note 2(b)................................... 3,733
Directors' fees and expenses-Note 2(d)........................................... 256
Miscellaneous.................................................................... 1,424
--------
72,193
Less-expense reimbursement from Manager due to
undertaking and expense limitation-Note 2(a)................................... 55,445
----------
TOTAL EXPENSES............................................................... 16,748
----------
INVESTMENT INCOME-NET........................................................ 46,798
----------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized (loss) on investments-Note 3(a)....................................... $ (80,489)
Net unrealized appreciation on investments......................................... 107,374
----------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS.............................. 26,885
----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS................................... $ 73,683
==========
See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS ASSET ALLOCATION FUND, INC., Dreyfus Growth Portfolio
STATEMENT OF CHANGES IN NET ASSETS
FROM OCTOBER 18, 1994 (COMMENCEMENT OF OPERATIONS) TO APRIL 30, 1995
<S> <C>
OPERATIONS:
Investment income-net.............................................................. $ 46,798
Net realized (loss) on investments................................................. (80,489)
Net unrealized appreciation on investments for the period ......................... 107,374
----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS............................. 73,683
----------
DIVIDENDS TO SHAREHOLDERS FROM;
Investment income-net.............................................................. (2,536)
----------
CAPITAL STOCK TRANSACTIONS:
Net proceeds from shares sold...................................................... 1,789,201
Dividends reinvested............................................................... 2,536
Cost of shares redeemed............................................................ (494,560)
----------
Increase In Net Assets From Capital Stock Transactions.......................... 1,297,177
----------
TOTAL INCREASE IN NET ASSETS.................................................. 1,368,324
NET ASSETS:
Beginning of period-Note 1........................................................ --
----------
End of period (including undistributed investment
income-net of $44,262)......................................................... $ 1,368,324
==========
CAPITAL SHARE TRANSACTIONS: SHARES
----------
Shares sold....................................................................... 143,001
Shares issued for dividends reinvested............................................ 207
Shares redeemed................................................................... (39,204)
----------
NET INCREASE IN SHARES OUTSTANDING.............................................. 104,004
----------
See notes to financial statements.
</TABLE>
DREYFUS ASSET ALLOCATION FUND, INC., Dreyfus Growth Portfolio
FINANCIAL HIGHLIGHTS
Reference is made to page 4 of the Fund's Prospectus dated
September 1, 1995.
DREYFUS ASSET ALLOCATION FUND, INC., Dreyfus Growth Portfolio
NOTES TO FINANCIAL STATEMENTS
NOTE 1-SIGNIFICANT ACCOUNTING POLICIES:
Dreyfus Asset Allocation Fund, Inc. (the "Fund") began operating
under such name on July 1, 1993 and is currently offering three
portfolios, including the Dreyfus Growth Portfolio (the "Portfolio"),
which was authorized by the Board of Directors on August 25, 1994. The
Portfolio had no operations until October 18, 1994 (commencement of
operations) other than matters relating to its organization and
registration as a non-diversified open-end management investment company
under the Investment Company Act of 1940 ("Act") and the Securities Act
of 1933. Premier Mutual Fund Services, Inc. (the "Distributor") acts as
the distributor of the Portfolio's shares, which are sold to the public
without a sales load. The Distributor, located at One Exchange Place,
Boston, Massachusetts 02109, is a wholly-owned subsidiary of FDI
Distribution Services, Inc., a provider of mutual fund administration
services, which in turn is a wholly-owned subsidiary of FDI Holdings,
Inc., the parent company of which is Boston Institutional Group, Inc.
The Dreyfus Corporation ("Manager") serves as the Portfolio's investment
adviser. The Manager is a direct subsidiary of Mellon Bank, N.A.
As of April 30, 1995, Major Trading Corporation, a subsidiary of
Mellon Bank Investments Corporation, held 80,189 shares of Common Stock
of the Portfolio. Mellon Bank Investments Corporation is a subsidiary of
Mellon Bank.
The Fund accounts separately for the assets, liabilities and
operations of each portfolio. Expenses directly attributable to each
portfolio are charged to that portfolio's operations; expenses which are
applicable to all portfolios are allocated among them.
(A) PORTFOLIO VALUATION: Investments in securities (including
options and financial futures) are valued at the last sales price on the
securities exchange on which such securities are primarily traded or at
the last sales price on the national securities market. Securities not
listed on an exchange or the national securities market, or securities
for which there were no transactions, are valued at the average of the
most recent bid and asked prices, except for open short positions, where
the asked price is used for valuation purposes. Bid price is used when
no asked price is available. Securities for which there are no such
valuations are valued at fair value as determined in good faith under
the direction of the Board of Directors. Investments denominated in
foreign currencies are translated to U.S. dollars at the prevailing
rates of exchange.
(B) SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities
transactions are recorded on a trade date basis. Realized gain and loss
from securities transactions are recorded on the identified cost basis.
Dividend income is recognized on the ex-dividend date and interest income,
including, where applicable, amortization of discount on investments, is
recognized on the accrual basis.
(C) DIVIDENDS TO SHAREHOLDERS: Dividends are recorded on the ex-
dividend date. Dividends from investment income-net and dividends from
net realized capital gain, if any, are normally declared and paid
annually, but the Portfolio may make distributions on a more frequent
basis to comply with the distribution requirements of the Internal
Revenue Code. To the extent that net realized capital gain can be offset
by capital loss carryovers, if any, it is the policy of the Portfolio
not to distribute such gain.
(D) FEDERAL INCOME TAXES: It is the policy of the Portfolio to
continue to qualify as a regulated investment company, if such
qualification is in the best interests of its shareholders, by complying
with the applicable provisions of the Internal Revenue Code, and to make
distributions of taxable income sufficient to relieve it from
substantially all Federal income and excise taxes.
DREYFUS ASSET ALLOCATION FUND, INC., Dreyfus Growth Portfolio
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 2-MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES:
(A) Pursuant to a management agreement ("Agreement") with the
Manager, the management fee is computed at the annual rate of .75 of 1%
of the average daily value of the Portfolio's net assets and is payable
monthly. The Agreement provides for an expense reimbursement from the
Manager should the Portfolio's aggregate expenses, exclusive of taxes,
brokerage, interest on borrowings and extraordinary expenses, exceed the
expense limitation of any state having jurisdiction over the Portfolio.
The most stringent state expense limitation applicable to the Portfolio
presently requires reimbursement of expenses in any full fiscal year
that such expenses (exclusive of distribution expenses and certain
expenses as described above) exceed 2 1/2% of the first $30 million, 2%
of the next $70 million and 1 1/2% of the excess over $100 million of
the average value of the Portfolio's net assets in accordance with
California "blue sky" regulations. However, the Manager had undertaken
from October 18, 1994 to April 30, 1995 to waive receipt of the
management, service and distribution fees. The expense reimbursement,
pursuant to the undertaking and expenses limitation, amounted to $55,445
for the period ended April 30, 1995.
The Manager may modify the expense limitation percentages from time
to time, provided that the resulting expense reimbursement would not be
less than the amount required pursuant to the Agreement.
(B) Under the Distribution Plan (the "Plan") adopted pursuant to
Rule 12b-1 under the Act, the Portfolio (a) reimburses the Distributor
for payments to certain Service Agents for distributing shares and (b)
pays the Manager, Dreyfus Service Corporation or any affiliate
(collectively "Dreyfus") for advertising and marketing relating to the
Portfolio and servicing Shareholders accounts, at an annual rate of .50
of 1% of the value of the Portfolio's average daily net assets. Each of
the Distributor and Dreyfus may pay Service Agents (a securities dealer,
financial institution or other industry professional) a fee in respect
of the Portfolio's shares owned by shareholders with whom the Service
Agent has a servicing relationship or for whom the Service Agent is the
dealer or holder of record. Each of the Distributor and Dreyfus
determine the amounts to be paid to Service Agents to which it will make
payments and the basis on which such payments are made. The Plan also
separately provides for the Portfolio to bear the costs of preparing,
printing and distributing certain of the Portfolio's prospectuses and
statements of additional information and costs associated with
implementing and operating the Plan, not to exceed the greater of
$100,000 or .005 of 1% of the Portfolio's average daily net assets for
any full fiscal year. For the period ended April 30, 1995, $4,829 was
charged to the Portfolio pursuant to the Distribution Plan.
(C) Pursuant to the Portfolio's Shareholder Services Plan, the
Portfolio pays the Distributor, at an annual rate of .25 of 1% of the
value of the Portfolio's average daily net assets for servicing
shareholder accounts. The services provided may include personal
services relating to shareholder accounts, such as answering shareholder
inquiries regarding the Portfolio and providing reports and other
information, and services related to the maintenance of shareholder
accounts. The Distributor may make payments to Service Agents in respect
of these services. The Distributor determines the amounts to be paid to
Service Agents. For the period ended April 30, 1995, $1,600 was charged
to the Portfolio pursuant to the Shareholder Services Plan.
(D) Each director who is not an "affiliated person" as defined in
the Act, receives from the Fund an annual fee of $1,000 and an
attendance fee of $250 per meeting. The Chairman of the Board receives
an additional 25% of such compensation.
DREYFUS ASSET ALLOCATION FUND, INC., Dreyfus Growth Portfolio
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 3-SECURITIES TRANSACTIONS:
(A) The aggregate amount of purchases and sales of investment
securities, excluding short-term securities during the period ended
April 30, 1995 amounted to $5,437,450 and $4,160,961, respectively.
In addition, the following table summarizes the Fund's option
transactions for the period ended April 30, 1995:
<TABLE>
<CAPTION>
OPTIONS TERMINATED
-------------------------
NET
NUMBER OF PREMIUMS REALIZED
CONTRACTS RECEIVED COST (LOSS)
----------- -------- -------- --------
<S> <C> <C> <C> <C>
OPTIONS WRITTEN:
Contracts outstanding October 18, 1994............... -- $ --
Contracts written.................................... 5 8,548
----------- --------
5 8,548
----------- --------
Contracts Terminated;
Closed............................................. 5 8,548 $ 8,753 $ (205)
----------- -------- ======== ========
Contracts outstanding April 30, 1995................. -- $ --
=========== ========
</TABLE>
As a writer of call options, the Fund receives a premium at the
outset and then bears the market risk of unfavorable changes in the
price of the financial instrument underlying the option. Generally, the
Fund would incur a gain, to the extent of the premiums, if the price of
the underlying financial instrument decreases between the date the
option is written and the date on which the option is terminated.
Generally, the Fund would realize a loss, if the price of the financial
instrument increases between those dates. At April 30, 1995, there were
no written call options outstanding.
(B) At April 30, 1995, accumulated net unrealized appreciation on
investments was $107,374, consisting of $123,162 gross unrealized
appreciation and $15,788 gross unrealized depreciation.
At April 30, 1995, the cost of investments for Federal income tax
purposes was substantially the same as the cost for financial reporting
purposes (see the Statement of Investments).
DREYFUS ASSET ALLOCATION FUND, INC., Dreyfus Growth Portfolio
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
SHAREHOLDERS AND BOARD OF DIRECTORS
DREYFUS ASSET ALLOCATION FUND, INC., DREYFUS GROWTH PORTFOLIO
We have audited the accompanying statement of assets and
liabilities, including the statement of investments, of Dreyfus Asset
Allocation Fund, Inc., Dreyfus Growth Portfolio (one of the Series
constituting the Dreyfus Asset Allocation Fund, Inc.) as of April 30,
1995, and the related statements of operations and changes in net assets
and financial highlights for the period from October 18, 1994
(commencement of operations) to April 30, 1995. These financial
statements and financial highlights are the responsibility of the Fund's
management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. Our procedures
included confirmation of securities owned as of April 30, 1995 by
correspondence with the custodian and brokers. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the
financial position of Dreyfus Asset Allocation Fund, Inc., Dreyfus
Growth Portfolio at April 30, 1995, and the results of its operations,
the changes in its net assets and the financial highlights for the
period from October 18, 1994 to April 30, 1995, in conformity with
generally accepted accounting principles.
Ernst & Young LLP
New York, New York
June 2, 1995
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 for the period from July 1,
1993 (commencement of operations) to April 30, 1994 and for
the year ended April 30, 1995, with respect to Dreyfus Total
Return Portfolio.
Condensed Financial Information for the period from October
18, 1994 (commencement of operations) to April 30, 1995 for
each of Dreyfus Growth Portfolio and Dreyfus Income
Portfolio.
Included in Part B of the Registration Statement:
Statement of Investments -- April 30, 1995.
Statement of Assets and Liabilities -- April 30, 1995.
Statement of Operations -- year ended April 30, 1995
with respect to Dreyfus Total Return Portfolio, October
18, 1994 to April 30, 1995 with respect to Dreyfus
Growth Portfolio and Dreyfus Income Portfolio.
Statement of Changes in Net Assets -- for each of the
years ended April 30, 1994 and 1995, with respect to
Dreyfus Total Return Portfolio, October 18, 1994 to
April 30, 1995 with respect to Dreyfus Growth Portfolio
and Dreyfus Income Portfolio.
Notes to Financial Statements
Reports of Ernst & Young LLP, Independent Auditors,
dated June 2, 1995
All Schedules 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.
Item 24. Financial Statements and Exhibits. - List (continued)
_______ _____________________________________________________
(b) Exhibits:
(1) 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 Registrant's Articles of Incorporation are
incorporated by reference to Exhibit (1)(b) of Post-Effective
Amendment No. 4 to the Registration Statement of Form N-1A filed
on August 25, 1994.
(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. 2 to the Registration Statement on Form N-1A, filed
on June 28, 1993.
(5) 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.
(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 Post-Effective Amendment No. 4 to the
Registration Statement on Form N-1A, filed on June 28, 1993.
(8)(a) Amended and Restated Custody Agreement is incorporated by
reference to Exhibit 8(a) of Post-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
(9)(a) of 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 is incorporated by reference to
Exhibit (9)(b) of Post-Effective Amendment No. 4 to the
Registration Statement on Form N-1A filed on August 25, 1994.
(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) Distribution Plan is incorporated by reference to Exhibit (15) of
Pre-Effective Amendment No. 1 to the Registration Statement on
Form N-1, filed on June 28, 1993.
(16) Schedules of Computation of Performance Data are incorporated by
reference to Exhibit 16 of Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-1A, filed on June 28, 1993.
Item 24. Financial Statements and Exhibits. - List (continued)
_______ _____________________________________________________
Other Exhibits
______________
(a) Powers of Attorney of the Directors and officers are
incorporated by reference to Other Exhibits (a) of
Post-Effective Amendment No. 1 to the Registration
Statement on Form N-1A, filed on June 28, 1993, Post-
Effective Amendment No. 4 to the Registration Statement
filed on August 25, 1994, and Post-Effective Amendment
No. 5 to the Registration Statement filed on April 10,
1995.
(b) Certificate of Secretary is incorporated by reference
to Other Exhibits (b) of Post-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
Title of Class Holders as of July 14, 1995
______________ _____________________________
Common Stock
(Par value $.001)
Dreyfus Growth Portfolio 50
Dreyfus Income Portfolio 27
Dreyfus Total Return Portfolio 3,950
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 Post-Effective Amendment No. 4 to the Registration
Statement on Form N-1A, filed on August 25, 1994.
Item 28. Business and Other Connections of Investment Adviser.
_______ ____________________________________________________
The Dreyfus Corporation ("Dreyfus") and subsidiary companies
comprise a financial service organization whose business
consists primarily of providing investment management services
as the investment adviser and manager for sponsored investment
companies registered under the Investment Company Act of 1940
and as an investment adviser to institutional and individual
accounts. Dreyfus also serves as sub-investment adviser to
and/or administrator of other investment companies. Dreyfus
Service Corporation, a wholly-owned subsidiary of Dreyfus,
serves primarily as a registered broker-dealer. Dreyfus
Management, Inc., another wholly-owned subsidiary, provides
investment management services to various pension plans,
institutions and individuals.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all
of the requirements for effectiveness of this Amendment to the
Registration Statement pursuant to Rule 485(b) under the Securities Act of
1933 and has duly caused this Amendment to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of New York, and State of New York on the 21st day of August,
1995.
DREYFUS ASSET ALLOCATION FUND, INC.
BY: /s/Marie E. Connolly*
__________________________________________
Marie E. Connolly, PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signatures Title Date
__________________________ _______________________________ _________
/s/Marie E. Connolly* President (Principal Executive 8/21/95
______________________________Officer) and Treasurer
Marie E. Connolly
/s/Joseph S. Tower, III* Assistant Treasurer (Principal 8/21/95
_____________________________ Financial Officer and Principal
Joseph S. Tower, III Accounting Officer)
/s/Joseph S. DiMartino* Chairman of the Board of 8/21/95
______________________________Directors
Joseph S. DiMartino
/s/Lucy Wilson Benson* Director 8/21/95
_____________________________
Lucy Wilson Benson
/s/David W. Burke* Director 8/21/95
_____________________________
David W. Burke
/s/Martin D. Fife* Director 8/21/95
_____________________________
Martin D. Fife
/s/Whitney I. Gerard* Director 8/21/95
_____________________________
Whitney I. Gerard
/s/Robert Glauber* Director 8/21/95
_____________________________
Robert Glauber
/s/Arthur A. Hartman* Director 8/21/95
_____________________________
Arthur A. Hartman
/s/George L. Perry* Director 8/21/95
_____________________________
George L. Perry
/s/Paul D. Wolfowitz* Director 8/21/95
_____________________________
Paul D. Wolfowitz
*BY: /s/Eric Fischman
__________________________
Eric Fischman,
Attorney-in-Fact
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Condensed
Financial Information" and "Custodian, Transfer and Dividend Disbursing
Agent, Counsel and Independent Auditors" and to the use of our reports
dated June 2, 1995, in this Registration Statement (Form N-1A No. 33-62626)
of Dreyfus Asset Allocation Fund, Inc.
ERNST & YOUNG LLP
New York, New York
August 16, 1995
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