Securities Act File No. 33-66088
Investment Company Act File No. 811-7878
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /x/
Pre-Effective Amendment No. __ / /
Post-Effective Amendment No. 2 /x/
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
/x/
Amendment No. 2 /x/
(Check appropriate box or boxes)
DREYFUS GROWTH 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)
922-6130
Daniel C. Maclean, Esq.
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)
copy to:
Lewis G. Cole, Esq.
Stroock & Stroock & Lavan
7 Hanover Square
New York, New York 10004-2696
Approximate Date of Proposed Public Offering: As soon as
practicable after this Registration Statement is declared
effective.
It is proposed that this filing will become effective (check
appropriate box)
____ immediately upon filing pursuant to paragraph (b)
____ on (date) pursuant to paragraph (b)
____ 60 days after filing pursuant to paragraph (a)
____ on (date) pursuant to paragraph (a) of Rule 485.
Cross-Reference Sheet Pursuant to Rule 495(a)
Items in
Part A of
Form N-1A Caption Page
1 Cover Cover
Page
2 Synopsis 3
3 Condensed Financial Information *
4 General Description of Registrant 3
5 Management of the Fund 22
6 Capital Stock and Other Securities 33
7 Purchase of Securities Being Offered 23
8 Redemption or Repurchase 28
9 Pending Legal Proceedings *
Items in
Part B of
Form N-1A
10 Cover Page B-1
11 Table of Contents B-1
12 General Information and History *
13 Investment Objectives and Policies B-2
14 Management of the Fund B-9
15 Control Persons and Principal Holders
of Securities B-9
16 Investment Advisory and Other Services B-11
17 Brokerage Allocation B-20
18 Capital Stock and Other Securities B-21
19 Purchase, Redemption and Pricing of
Securities Being Offered B-14, B-14, B-17
20 Tax Status B-18
21 Underwriters *
22 Calculations of Performance Data B-21
23 Financial Statements B-23
Items in
Part C of
Form N-1A
24 Financial Statements and Exhibits C-1
25 Persons Controlled by or Under Common
Control with Registrant C-2
26 Number of Holders of Securities C-2
27 Indemnification C-2
28 Business and Other Connections of
Investment Adviser C-2
29 Principal Underwriters C-30
30 Location of Accounts and Records C-40
31 Management Services C-40
32 Undertakings C-40
- ---------
*Omitted since answer is negative or inapplicable.
PROSPECTUS ______ __, 1994
THE 401 (K) FUND
The 401(K) Fund (the "Fund") is an open-end, management
investment company, known as a mutual fund. The Fund permits you
to invest in three separate non-diversified portfolios (each, a
"Portfolio"): Total Return Portfolio, the goal of which is to
maximize total return, consisting of capital appreciation and
current income; Income Portfolio, the primary goal of which is to
maximize current income, its secondary goal is capital
appreciation; and Growth Portfolio, the goal of which is 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 will use speculative investment techniques such as
short-selling, borrowing for investment purposes, and futures and
options transactions.
Fund shares are offered only to qualified or non-qualified
employee benefit plans or other programs, including pension,
profit-sharing and other deferred compensation plans, whether
established by corporations, partnerships, non-profit entities or
state and local governments, as described herein ("Eligible
Retirement Plans").
Investors can invest, reinvest or redeem shares at any time
without charge or penalty.
The Dreyfus Corporation will professionally manage each
Portfolio.
This Prospectus sets forth concisely information about
the Fund that an investor should know before investing. It
should be read and retained for future reference.
Part B (also known as the Statement of Additional
Information), dated ____ , 1994, which may be revised from time
to time, provides a further discussion of certain areas in this
Prospectus and other matters which may be of interest to some
investors. It has been filed with the Securities and Exchange
Commission and is incorporated herein by reference. For a free
copy, write to the Fund at 144 Glenn Curtiss Boulevard,
Uniondale,
New York 11556-0144, or call 1-800-645-6561. When telephoning,
ask
for Operator 666.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD, OR ANY OTHER AGENCY. THE NET ASSET VALUE OF FUNDS
OF THIS TYPE WILL FLUCTUATE FROM TIME TO TIME.
TABLE OF CONTENTS
Page
Annual Fund Operating Expenses. . . . . . . .
Description of the Fund . . . . . . . . . . .
Management of the Fund. . . . . . . . . . . .
How to Buy Fund Shares. . . . . . . . . . . .
Shareholder Services. . . . . . . . . . . . .
How to Redeem Fund Shares . . . . . . . . . .
Shareholder Services Plan . . . . . . . . . .
Dividends, Distributions and Taxes. . . . . .
Performance Information . . . . . . . . . . .
General Information . . . . . . . . . . . . .
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
Total Return Income Growth
Portfolio Portfolio Portfolio
Management Fees . .. .75% .75% .75%
Other Expenses. . . .30% .30% .30%
Total Portfolio
Operating Expenses. 1.05% 1.05% .05%
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 . . . . . . . $11 $11 $11
3 Years. . . . . . $33 $33 $33
_________________________________________________________________
THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE
CONSIDERED AS REPRESENTATIVE OF FUTURE EXPENSES AND ACTUAL
EXPENSES MAY BE GREATER OR LESS THAN THOSE INDICATED. MOREOVER,
WHILE THE EXAMPLE ASSUMES A 5% ANNUAL RETURN, EACH PORTFOLIO'S
ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN
GREATER OR LESS THAN 5%.
_________________________________________________________________
The purpose of the foregoing table is to assist
investors in understanding the various costs and expenses borne
by the Fund, and therefore indirectly by investors, the payment
of which will reduce investors' return on an annual basis. Other
Expenses and Total Fund Operating Expenses are based on estimated
amounts for the current fiscal year. The information in the
foregoing table does not reflect any fee waivers or expense
reimbursement arrangements that may be in effect. For a further
description of the various costs and expenses incurred in the
operation of the Fund, as well as expense reimbursement or waiver
arrangements, see "Management of the Fund."
DESCRIPTION OF THE FUND
General--The Fund is a "series fund," which is a mutual fund
divided into separate portfolios. Each Portfolio is treated as a
separate entity for certain matters under the Investment Company
Act of 1940 and for other purposes, and a shareholder of one
Portfolio is not deemed to be a shareholder of any other
Portfolio. As described below, for certain matters Fund
shareholders vote together as a group; as to others they vote
separately by Portfolio.
Investment Objective--The Total Return Portfolio's goal is to
maximize total return, consisting of capital appreciation and
current income. The Income Portfolio's primary goal is to
maximize current income, its secondary goal is capital
appreciation. The Growth Portfolio's goal is 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 Portfolio's differ only with
respect to the types of common stocks in which they may invest
and their asset class weightings.
The Total Return Portfolio's asset class weightings,
under normal circumstances, are anticipated to be 55% in common
stocks, 35% in U.S. Treasury Notes and Bonds and 10% in short-
term money market instruments. The Portfolio's investments in
common stocks will consist of those included in the Standard &
Poor's 500 Stock Index[FN] (the "S&P 500 Index").
[FN]
"Standard & Poor's," "S&P Registered" and
"S&P 500 Registered" are trademarks of Standard & Poor's
Corporation. The Fund is not sponsored, endorsed, sold or
promoted by Standard & Poor's Corporation.
The Income Portfolio's asset class weightings, under
normal circumstances, are anticipated to be 55% in U.S. Treasury
Notes and Bonds, 35% in common stocks and 10% in short-term money
market instruments. The Portfolio's investments in common stocks
will consist of those included in the S&P 500 Index.
The Growth Portfolio's asset class weightings, under
normal circumstances, are anticipated to be 80% in common stocks
and 20% in debt instruments consisting of U.S. Treasury Notes and
Bonds and short-term money market instruments. The Portfolio's
investments in common stocks will consist of those included in
the Wilshire 4500 Index, which is composed of common stocks of
approximately 5,000 predominantly medium- and small-
capitalization companies that are not included in the S&P 500
Index.
The Dreyfus Corporation has broad latitude in selecting
the class of investments and market sectors in which each
Portfolio will invest. Each Portfolio will not be managed as a
balanced portfolio and is not required to maintain a portion of
its investments in each of its permitted investment types at all
times. Thus, during the course of a business cycle, for example,
a Portfolio may invest solely in common stocks (except for the
Income Portfolio), U.S. Treasury Notes and Bonds or short-term
money market instruments, or in a combination of these classes of
investments. The asset allocation mix for each Portfolio will be
determined by The Dreyfus Corporation at any given time in light
of its assessment of current economic conditions and investment
opportunities. Some of the factors that The Dreyfus Corporation
may consider in determining each Portfolio's asset allocation mix
include the following: (1) level and direction of long-term
interest rates versus short-term interest rates; (2) historical
investment returns for each asset class in which the Fund can
invest relative to the prevailing business cycle; and (3) general
economic conditions, such as current inflation, unemployment and
capacity utilization figures, that could affect investments. The
asset allocation mix selected will be a primary determinant of 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 Total Return
Portfolio and the Income Portfolio invest will consist of those
included in the S&P 500 Index. The common stocks in which the
Growth Portfolio invests will consist of those included in the
Wilshire 4500 Index.
U.S. Treasury Notes and Bonds--Each Portfolio will invest 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 will invest consist of U.S. Government
securities, bank obligations, including certificates of deposit,
time deposits and bankers' acceptances and other short-term
obligations of domestic or foreign banks, domestic savings and
loan associations and other banking institutions having total
assets in excess of $1 billion; commercial paper, and repurchase
agreements, as set forth under "Certain Portfolio Securities"
below. The Portfolios will purchase only money market
instruments having remaining maturities of 13 months or less. A
Portfolio may invest up to 100% of its assets in money market
instruments, but at no time will such Portfolio's investments in
bank obligations, including time deposits, exceed 25% of its
assets.
Investment Techniques
Each Portfolio also may engage in various investment
and hedging techniques such as leveraging, short-selling, options
and futures transactions, and lending portfolio securities, each
of which involves risk. See "Risk Factors" below. Options and
futures transactions involve so-called "derivative securities."
Leverage Through Borrowing--Each Portfolio may borrow for
investment purposes. This borrowing, which is known as
leveraging, generally will be unsecured, except to the extent a
Portfolio enters into reverse repurchase agreements described
below. The Investment Company Act of 1940 requires each
Portfolio to maintain continuous asset coverage (that is, total
assets including borrowings, less liabilities exclusive of
borrowings) of 300% of the amount borrowed. If the 300% asset
coverage should decline as a result of market fluctuations or
other reasons, a Portfolio may be required to sell some of its
portfolio holdings within three days to reduce the debt and
restore the 300% asset coverage, even though it may be
disadvantageous from an investment standpoint to sell securities
at that time. Leveraging may exaggerate the effect on net asset
value of any increase or decrease in the market value of the
Portfolio's investment securities. Money borrowed for leveraging
will be subject to interest costs that may or may not be
recovered by appreciation of the securities purchased; in certain
cases, interest costs may exceed the return received on the
securities purchased. Each Portfolio also may be required to
maintain minimum average balances in connection with such
borrowing or to pay a commitment or other fee to maintain a line
of credit; either of these requirements would increase the cost
of borrowing over the stated interest rate.
Among the forms of borrowing in which each Portfolio
may engage is the entry into reverse repurchase agreements with
banks, brokers or dealers. These transactions involve the
transfer by a Portfolio of an underlying debt instrument in
return for cash proceeds based on a percentage of the value of
the security. The Portfolio retains the right to receive
interest and principal payments on the security. At an agreed
upon future date, the Portfolio repurchases the security at
principal, plus accrued interest. In certain types of
agreements, there is no agreed upon repurchase date and interest
payments are calculated daily, often based on the prevailing
overnight repurchase rate. Each Portfolio will maintain in a
segregated custodial account cash or U.S. Government securities
or other high quality liquid debt securities at least equal to
the aggregate amount of its reverse repurchase obligations, plus
accrued interest, in certain cases, in accordance with releases
promulgated by the Securities and Exchange Commission. The
Securities and Exchange Commission views reverse repurchase
transactions as collateralized borrowings by the relevant
Portfolio. These agreements, which are treated as if
reestablished each day, are expected to provide the Portfolios
with a flexible borrowing tool.
Short-Selling--Each Portfolio may make short sales, which are
transactions in which the Portfolio sells a security it does not
own in anticipation of a decline in the market value of that
security. To complete such a transaction, the Portfolio must
borrow the security to make delivery to the buyer. The Portfolio
then is obligated to replace the security borrowed by purchasing
it at the market price at the time of replacement. The price at
such time may be more or less than the price at which the
security was sold by the Portfolio. Until the security is
replaced, the Portfolio is required to pay to the lender amounts
equal to any dividends, interest or other distributions which
accrue during the period of the loan. To borrow the security,
the Portfolio also may be required to pay a premium, which would
increase the cost of the security sold. The proceeds of the
short sale will be retained by the broker, to the extent
necessary to meet margin requirements, until the short position
is closed out.
Until a Portfolio closes its short position or replaces
the borrowed security, the Portfolio will: (a) maintain a
segregated account, containing cash or U.S. Government
securities, at such a level that (i) the amount deposited in the
account plus the amount deposited with the broker as collateral
will equal the current value of the security sold short and (ii)
the amount deposited in the segregated account plus the amount
deposited with the broker as collateral will not be less than the
market value of the security at the time it was sold short; or
(b) otherwise cover its short position.
A Portfolio will incur a loss as a result of the short
sale if the price of the security increases between the date of
the short sale and the date on which the Portfolio replaces the
borrowed security. A Portfolio will realize a gain if the
security declines in price between those dates. This result is
the opposite of what one would expect from a cash purchase of a
long position in a security. The amount of any gain will be
decreased, and the amount of any loss increased, by the amount of
any premium or amounts in lieu of dividends, interest or other
distributions the Portfolio may be required to pay in connection
with a short sale.
Each Portfolio may purchase call options to provide a
hedge against an increase in the price of a security sold short
by the Portfolio. When a Portfolio purchases a call option it
has to pay a premium to the person writing the option and a
commission to the broker selling the option. If the option is
exercised by the Portfolio, the premium and the commission paid
may be more than the amount of the brokerage commission charged
if the security were to be purchased directly. See "Call and Put
Options on Specific Securities" below.
The Fund anticipates that the frequency of short sales
on behalf of a Portfolio will vary substantially under different
market conditions, and it does not intend that any specified
portion of a Portfolio's assets, as a matter of practice, will be
invested in short sales. However, no securities will be sold
short if, after effect is given to any such short sale, the total
market value of all securities sold short by a Portfolio would
exceed 25% of the value of such Portfolio's net assets.
In addition to the short sales discussed above, each
Portfolio may make short sales "against the box," a transaction
in which the Portfolio enters into a short sale of a security
which the Fund owns. The proceeds of the short sale will be held
by a broker until the settlement date at which time the Fund
delivers the security to close the short position. The Fund
receives the net proceeds from the short sale. The Fund at no
time will have more than 15% of the value of a Portfolio's net
assets in deposits on short sales against the box.
Call and Put Options on Specific Securities--Each Portfolio may
invest up to 5% of its assets, represented by the premium paid,
in the purchase of call and put options in respect of specific
securities (or groups or "baskets" of specific securities) in
which the Portfolio may invest. Each Portfolio may write covered
call and put option contracts to the extent of 20% of the value
of its net assets at the time such option contracts are written.
A call option gives the purchaser of the option the right to buy,
and obligates the writer to sell, the underlying security or
securities at the exercise price at any time during the option
period. Conversely, a put option gives the purchaser of the
option the right to sell, and obligates the writer to buy, the
underlying security or securities at the exercise price at any
time during the option period. A covered call option sold by a
Portfolio, which is a call option with respect to which the
Portfolio owns the underlying security or securities, exposes the
Portfolio during the term of the option to possible loss of
opportunity to realize appreciation in the market price of the
underlying security or securities or to possible continued
holding of a security or securities which might otherwise have
been sold to protect against depreciation in the market price
thereof. A covered put option sold by a Portfolio exposes the
Portfolio during the term of the option to a decline in price of
the underlying security or securities. A put option sold by a
Portfolio is covered when, among other things, cash or liquid
securities are placed in a segregated account with the Fund's
custodian to fulfill the obligation undertaken.
To close out a position when writing covered options, a
Portfolio may make a "closing purchase transaction," which
involves purchasing an option on the same security or securities
with the same exercise price and expiration date as the option
which it has previously written. To close out a position as a
purchaser of an option, a Portfolio may make a "closing sale
transaction," which involves liquidating the Portfolio's position
by selling the option previously purchased. A Portfolio will
realize a profit or loss from a closing purchase or sale
transaction depending upon the difference between the amount paid
to purchase an option and the amount received from the sale
thereof.
The Fund intends to treat options in respect of
specific securities that are not traded on a national securities
exchange and the securities underlying covered call options
written by the Portfolios as illiquid securities. See "Certain
Portfolio Securities--Illiquid Securities" below.
Each Portfolio will purchase options only to the extent
permitted by the policies of state securities authorities in
states where shares of the Portfolios are qualified for offer and
sale.
Stock Index Options--Each Portfolio may purchase and write put
and call options on stock indexes listed on U.S. securities
exchanges or traded in the over-the-counter market. A stock
index fluctuates with changes in the market values of the stocks
included in the index.
The effectiveness of purchasing or writing stock index
options will depend upon the extent to which price movements in
the Portfolio's investments correlate with price movements of the
stock index selected. Because the value of an index option
depends upon movements in the level of the index rather than the
price of a particular stock, whether a Portfolio will realize a
gain or loss from the purchase or writing of options on an index
depends upon movements in the level of stock prices in the stock
market generally or, in the case of certain indexes, in an
industry or market segment, rather than movements in the price of
a particular stock. Accordingly, successful use by each
Portfolio of options on stock indexes will be subject to The
Dreyfus Corporation's ability to predict correctly movements in
the direction of the stock market generally or of a particular
industry. This requires different skills and techniques than
predicting changes in the price of individual stocks.
When a Portfolio writes an option on a stock index, the
Portfolio will place in a segregated account with its custodian
cash or liquid securities in an amount at least equal to the
market value of the underlying stock index and will maintain the
account while the option is open or otherwise will cover the
transaction.
Futures Transactions - In General--The Fund will not be a
commodity pool. However, as a substitute for a comparable market
position in the underlying securities and for hedging purposes,
each Portfolio may engage in futures and options on futures
transactions, as described below.
Each Portfolio's commodities transactions must
constitute bona fide hedging or other permissible transactions
pursuant to regulations promulgated by the Commodity Futures
Trading Commission. In addition, a Portfolio may not engage in
such transactions if the sum of the amount of initial margin
deposits and premiums paid for unexpired commodity options, other
than for bona fide hedging transactions, would exceed 5% of the
liquidation value of the Portfolio's assets, after taking into
account unrealized profits and unrealized losses on such
contracts it has entered into; provided, however, that in the
case of an option that is in-the-money at the time of purchase,
the in-the-money amount may be excluded in calculating the 5%.
Pursuant to regulations and/or published positions of the
Securities and Exchange Commission, each Portfolio may be
required to segregate cash or high quality money market
instruments in connection with its commodities transactions in an
amount generally equal to the value of the underlying commodity.
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 subjecting a Portfolio to
substantial losses. If it is not possible, or the Portfolio
determines not, to close a futures position in anticipation of
adverse price movements, the Portfolio will be required to make
daily cash payments of variation margin. In such circumstances,
an increase in the value of the portion of a Portfolio's
securities being hedged, if any, may offset partially or
completely losses on the futures contract. However, no assurance
can be given that the price of the securities being hedged will
correlate with the price movements in a futures contract and thus
provide an offset to losses on the futures contract.
In addition, to the extent the Fund is engaging in a
futures transaction as a hedging device, due to the risk of an
imperfect correlation between securities owned by a Portfolio
that are the subject of a hedging transaction and the futures
contract used as a hedging device, it is possible that the hedge
will not be fully effective in that, for example, losses on the
portfolio securities may be in excess of gains on the futures
contract or losses on the futures contract may be in excess of
gains on the portfolio securities that were the subject of the
hedge. In futures contracts based on indexes, the risk of
imperfect correlation increases as the composition of a
Portfolio's securities vary from the composition of the index.
In an effort to compensate for the imperfect correlation of
movements in the price of the securities being hedged and
movements in the price of futures contracts, the Portfolio may
buy or sell futures contracts in a greater or lesser dollar
amount than the dollar amount of the securities being hedged if
the historical volatility of the futures contract has been less
or greater than that of the securities. Such "over hedging" or
"under hedging" may adversely affect a Portfolio's net investment
results if market movements are not as anticipated when the hedge
is established.
Successful use of futures by a Portfolio also is
subject to The Dreyfus Corporation's ability to predict correctly
movements in the direction of the market or interest rates. For
example, if a Portfolio has hedged against the possibility of a
decline in the market adversely affecting the value of securities
held in its portfolio and prices increase instead, the Portfolio
will lose part or all of the benefit of the increased value of
securities which it has hedged because it will have offsetting
losses in its futures positions. In addition, in such
situations, if the Portfolio has insufficient cash, it may have
to sell securities to meet daily variation margin requirements.
Such sales of securities may, but will not necessarily, be at
increased prices which reflect the rising market. The Portfolio
may have to sell securities at a time when it may be
disadvantageous to do so.
An option on a futures contract gives the purchaser the
right, in return for the premium paid, to assume a position in a
futures contract (a long position if the option is a call and a
short position if the option is a put) at a specified exercise
price at any time during the option exercise period. The writer
of the option is required upon exercise to assume an offsetting
futures position (a short position if the option is a call and a
long position if the option is a put). Upon exercise of the
option, the assumption of offsetting futures positions by the
writer and holder of the option will be accompanied by delivery
of the accumulated cash balance in the writer's futures margin
account which represents the amount by which the market price of
the futures contract, at exercise, exceeds, in the case of a
call, or is less than, in the case of a put, the exercise price
of the option on the futures contract.
Call options sold by a Portfolio with respect to
futures contracts will be covered by, among other things,
entering into a long position in the same contract at a price no
higher than the strike price of the call option, or by ownership
of the instruments underlying, or instruments the prices of which
are expected to move relatively consistently with the instruments
underlying, the futures contract. Put options sold by a
Portfolio with respect to futures contracts will be covered in
the same manner as put options on specific securities as
described above.
Stock Index Futures and Options on Stock Index Futures--Each
Portfolio may purchase and sell stock index futures contracts and
options on stock index futures contracts.
A stock index future obligates the seller to deliver
(and the purchaser to take) an amount of cash equal to a specific
dollar amount times the difference between the value of a
specific stock index at the close of the last trading day of the
contract and the price at which the agreement is made. No
physical delivery of the underlying stocks in the index is made.
With respect to stock indexes that are permitted investments,
each Portfolio intends to purchase and sell futures contracts on
the stock index for which it can obtain the best price with
consideration also given to liquidity.
The price of stock index futures may not correlate
perfectly with the movement in the stock index because of certain
market distortions. First, all participants in the futures
market are subject to margin deposit and maintenance
requirements. Rather than meeting additional margin deposit
requirements, investors may close futures contracts through
offsetting transactions which would distort the normal
relationship between the index and futures markets. Secondly,
from the point of view of speculators, the deposit requirements
in the futures market are less onerous than margin requirements
in the securities market. Therefore, increased participation by
speculators in the futures market also may cause temporary price
distortions.
Interest Rate Futures Contracts and Options on Interest Rate
Futures Contracts--Each Portfolio may invest in interest rate
futures contracts and options on interest rate futures contracts
as a substitute for a comparable market position and to hedge
against adverse movements in interest rates.
To the extent a Portfolio has invested in interest rate
futures contracts or options on interest rate futures contracts
as a substitute for a comparable market position, the Portfolio
will be subject to the investment risks of having purchased the
securities underlying the contract.
Each Portfolio may purchase call options on interest
rate futures contracts to hedge against a decline in interest
rates and may purchase put options on interest rate futures
contracts to hedge its portfolio securities against the risk of
rising interest rates.
Each Portfolio may sell call options on interest rate
futures contracts to partially hedge against declining prices of
its portfolio securities. If the futures price at expiration of
the option is below the exercise price, the Portfolio will retain
the full amount of the option premium which provides a partial
hedge against any decline that may have occurred in such
Portfolio's holdings. Each Portfolio may sell put options on
interest rate futures contracts to hedge against increasing
prices of the securities which are deliverable upon exercise of
the futures contract. If the futures price at expiration of the
option is higher than the exercise price, the Portfolio will
retain the full amount of the option premium which provides a
partial hedge against any increase in the price of securities
which the Portfolio intends to purchase. If a put or call option
sold by a Portfolio is exercised, the Portfolio will incur a loss
which will be reduced by the amount of the premium it receives.
Depending on the degree of correlation between changes in the
value of its portfolio securities and changes in the value of its
futures positions, a Portfolio's losses from existing options on
futures may to some extent be reduced or increased by changes in
the value of its portfolio securities.
Each Portfolio also may sell options on interest rate
futures contracts as part of closing purchase transactions to
terminate its options positions. No assurance can be given that
such closing transactions can be effected or that there will be
a correlation between price movements in the options on interest
rate futures and price movements in a Portfolio's securities
which are the subject of the hedge. In addition, a Portfolio's
purchase of such options will be based upon predictions as to
anticipated interest rate trends, which could prove to be
inaccurate.
Future Developments--Each Portfolio may take advantage of
opportunities in the area of options and futures contracts and
options on futures contracts and any other derivative investments
which are not presently contemplated for use by the Fund or which
are not currently available but which may be developed, to the
extent such opportunities are both consistent with the
Portfolio's investment objective and legally permissible for the
Portfolio. Before entering into such transactions or making any
such investment on behalf of a Portfolio, the Fund will provide
appropriate disclosure in its prospectus.
Lending Portfolio Securities--From time to time, each Portfolio
may lend securities from its portfolio to brokers, dealers and
other financial institutions needing to borrow securities to
complete certain transactions. Such loans may not exceed 33-1/3%
of the value of such Portfolio's total assets. In connection
with such loans, the Portfolio will receive collateral consisting
of cash, U.S. Government securities or irrevocable letters of
credit which will be maintained at all times in an amount equal
to at least 100% of the current market value of the loaned
securities. Each Portfolio can increase its income through the
investment of such collateral. A Portfolio engaging in the
portfolio loan transaction continues to be entitled to payments
in amounts equal to the interest, dividends or other
distributions payable on the loaned security and receives
interest on the amount of the loan. Such loans will be
terminable at any time upon specified notice. A Portfolio might
experience risk of loss if the institution with which it has
engaged in a portfolio loan transaction breaches its agreement
with the Portfolio.
Forward Commitments--Each Portfolio may purchase debt securities
on a when-issued or forward commitment basis, which means that
the price is fixed at the time of commitment, but delivery and
payment ordinarily take place a number of days after the date of
the commitment to purchase. A Portfolio will make commitments to
purchase such securities only with the intention of actually
acquiring the securities, but the Portfolio may sell these
securities before the settlement date if it is deemed advisable.
A Portfolio will not accrue income in respect of a security
purchased on a when-issued or forward commitment basis prior to
its stated delivery date.
Securities purchased on a when-issued or forward
commitment basis and certain other debt securities held by the
Fund are subject to changes in value (both generally changing in
the same way, i.e., appreciating when interest rates decline and
depreciating when interest rates rise) based upon the public's
perception of the creditworthiness of the issuer and changes,
real or anticipated, in the level of interest rates. Securities
purchased on a when-issued or forward commitment basis may expose
a Portfolio to risk because they may experience such fluctuations
prior to their actual delivery. Purchasing debt securities on a
when-issued or forward commitment basis can involve the
additional risk that the yield available in the market when the
delivery takes place actually may be higher than that obtained in
the transaction itself. A segregated account of the Fund
consisting of cash, cash equivalents or U.S. Government
securities or other high quality liquid debt securities at least
equal at all times to the amount of the when-issued or forward
commitments will be established and maintained at the Fund's
custodian bank. Purchasing debt securities on a when-issued or
forward commitment basis when a Portfolio is fully or almost
fully invested may result in greater potential fluctuation in the
value of the Portfolio's net assets and its net asset value per
share.
Certain Portfolio Securities
U.S. Government Securities--Each Portfolio may purchase
securities issued or guaranteed by the U.S. Government or its
agencies or instrumentalities, which include U.S. Treasury
securities that differ in their interest rates, maturities and
times of issuance. Treasury Bills have initial maturities of one
year or less; Treasury Notes have initial maturities of one to
ten years; and Treasury Bonds generally have initial maturities
of greater than ten years. Some obligations issued or guaranteed
by U.S. Government agencies and instrumentalities, for example,
Government National Mortgage Association pass-through
certificates, are supported by the full faith and credit of the
U.S. Treasury; others, such as those of the Federal Home Loan
Banks, by the right of the issuer to borrow from the U.S.
Treasury; others, such as those issued by the Federal National
Mortgage Association, by discretionary authority of the U.S.
Government to purchase certain obligations of the agency or
instrumentality; and others, such as those issued by the Student
Loan Marketing Association, only by the credit of the agency or
instrumentality. These securities bear fixed, floating or
variable rates of interest. Principal and interest may fluctuate
based on generally recognized reference rates or the relationship
of rates. While the U.S. Government provides financial support
to such U.S. Government-sponsored agencies or instrumentalities,
no assurance can be given that it will always do so, because the
U.S. Government is not obligated to do so by law.
Zero Coupon Securities--Each Portfolio may invest in zero coupon
U.S. Treasury securities, which are Treasury Notes and Bonds that
have been stripped of their unmatured interest coupons, the
coupons themselves and receipts or certificates representing
interests in such stripped debt obligations and coupons. Each
Portfolio also may invest in zero coupon securities issued by
corporations and financial institutions which constitute a
proportionate ownership of the issuer's pool of underlying U.S.
Treasury securities. A zero coupon security pays no interest to
its holder during its life and is sold at a discount to its face
value at maturity. The amount of the discount fluctuates with
the market price of the security. The market prices of zero
coupon securities generally are more volatile than the market
prices of securities that pay interest periodically and are
likely to respond to a greater degree to changes in interest
rates than non-zero coupon securities having similar maturities
and credit qualities.
Repurchase Agreements--Repurchase agreements involve the
acquisition by a Portfolio of an underlying debt instrument,
subject to an obligation of the seller to repurchase, and the
Portfolio to resell, the instrument at a fixed price, usually not
more than one week after its purchase. The Fund's custodian or
subcustodian will have custody of, and will hold in a segregated
account, securities acquired by a Portfolio under a repurchase
agreement. Repurchase agreements are considered by the staff of
the Securities and Exchange Commission to be loans by the
Portfolio which enters into them. In an attempt to reduce the
risk of incurring a loss on a repurchase agreement, a Portfolio
will enter into repurchase agreements only with domestic banks
with total assets in excess of $1 billion or primary government
securities dealers reporting to the Federal Reserve Bank of New
York, with respect to securities of the type in which the
Portfolio may invest, and will require that additional securities
be deposited with it if the value of the securities purchased
should decrease below resale price. The Dreyfus Corporation will
monitor on an ongoing basis the value of the collateral to assure
that it always equals or exceeds the repurchase price. Certain
costs may be incurred in connection with the sale of the
securities if the seller does not repurchase them in accordance
with the repurchase agreement. In addition, if bankruptcy
proceedings are commenced with respect to the seller of the
securities, realization on the securities by the Portfolio may be
delayed or limited. The Fund will consider on an ongoing basis
the creditworthiness of the institutions with which a Portfolio
enters into repurchase agreements.
Bank Obligations--Each Portfolio may purchase certificates of
deposit, time deposits, bankers' acceptances and other short-term
obligations of domestic banks, foreign subsidiaries of domestic
banks, foreign branches of domestic banks, and domestic and
foreign branches of foreign banks, domestic savings and loan
associations and other banking institutions. With respect to
such securities issued by foreign branches of domestic banks,
foreign subsidiaries of domestic banks, and domestic and foreign
branches of foreign banks, the Fund may be subject to additional
investment risks that are different in some respects from those
incurred by a fund which invests only in debt obligations of U.S.
domestic issuers. Such risks include possible future political
and economic developments, the possible imposition of foreign
withholding taxes on interest income payable on the securities,
the possible establishment of exchange controls or the adoption
of other foreign governmental restrictions which might adversely
affect the payment of principal and interest on these securities
and the possible seizure or nationalization of foreign deposits.
Certificates of deposit are negotiable certificates
evidencing the obligation of a bank to repay funds deposited with
it for a specified period of time.
Time deposits are non-negotiable deposits maintained in
a banking institution for a specified period of time at a stated
interest rate. Time deposits which may be held by each Portfolio
will not benefit from insurance from the Bank Insurance Fund or
the Savings Association Insurance Fund administered by the
Federal Deposit Insurance Corporation. Each Portfolio will not
invest more than 15% of the value of its net assets in time
deposits that are illiquid and in other illiquid securities.
Bankers' acceptances are credit instruments evidencing
the obligation of a bank to pay a draft drawn on it by a
customer. These instruments reflect the obligation both of the
bank and of the drawer to pay the face amount of the instrument
upon maturity. The other short-term obligations may include
uninsured, direct obligations bearing fixed, floating or variable
interest rates.
Commercial Paper and Other Short-Term Corporate Obligations--
Commercial paper consists of short-term, unsecured promissory
notes issued to finance short-term credit needs. The commercial
paper purchased by a Portfolio will consist only of direct
obligations which, at the time of their purchase, are (a) rated
not lower than Prime-1 by Moody's Investors Service, Inc.
("Moody's"), A-1 by S&P, F-1 by Fitch Investors Service, Inc.
("Fitch") or Duff-1 by Duff & Phelps, Inc. ("Duff"), (b) issued
by companies having an outstanding unsecured debt issue currently
rated not lower than Aa3 by Moody's or AA- by S&P, Fitch or Duff,
or (c) if unrated, determined by The Dreyfus Corporation to be of
comparable quality to those rated obligations which may be
purchased by the Portfolio. Each Portfolio may purchase floating
and variable rate demand notes and bonds, which are obligations
ordinarily having stated maturities in excess of one year, but
which permit the holder to demand payment of principal at any
time or at specified intervals. Variable rate demand notes
include variable amount master demand notes, which are
obligations that permit the Portfolios to invest fluctuating
amounts at varying rates of interest pursuant to direct
arrangements between the Fund, as lender, and the borrower.
These notes permit daily changes in the amounts borrowed. As
mutually agreed between the parties, the Fund may increase the
amount under the notes at any time up to the full amount provided
by the note agreement, or decrease the amount, and the borrower
may repay up to the full amount of the note without penalty.
Because these obligations are direct lending arrangements between
the lender and borrower, it is not contemplated that such
instruments generally will be traded, and there generally is no
established secondary market for these obligations, although they
are redeemable at face value, plus accrued interest, at any time.
Accordingly, where these obligations are not secured by letters
of credit or other credit support arrangements, the Fund's right
to redeem is dependent on the ability of the borrower to pay
principal and interest on demand. In connection with floating
and variable rate demand obligations, The Dreyfus Corporation
will consider, on an ongoing basis, earning power, cash flow and
other liquidity ratios of the borrower, and the borrower's
ability to pay principal and interest on demand. Such
obligations frequently are not rated by credit rating agencies,
and the Portfolios may invest in them only if at the time of an
investment the borrower meets the criteria set forth above for
other commercial paper issuers.
Illiquid Securities--Each Portfolio may invest up to 15% of the
value of its net assets in securities as to which a liquid
trading market does not exist, provided such investments are
consistent with the Portfolio's investment objective. Such
securities may include securities that are not readily
marketable, such as certain securities that are subject to legal
or contractual restrictions on resale, repurchase agreements
providing for settlement in more than seven days after notice,
and certain options traded in the over-the-counter market and
securities used to cover such options. As to these securities, a
Portfolio is subject to a risk that should the Fund desire to
sell them when a ready buyer is not available at a price the Fund
deems representative of their value, the value of the Portfolio's
net assets could be adversely affected. When purchasing
securities that have not been registered under the Securities Act
of 1933, as amended, and are not readily marketable, the Fund
will endeavor to obtain the right to registration at the expense
of the issuer. Generally, there will be a lapse of time between
the Fund's decision to sell any such security and the
registration of the security permitting sale. During any such
period, the price of the securities will be subject to market
fluctuations. However, if a substantial market of qualified
institutional buyers develops pursuant to Rule 144A under the
Securities Act of 1933, as amended, for certain unregistered
securities held by the Fund, the Fund intends to treat such
securities as liquid securities in accordance with procedures
approved by the Fund's Board of Directors. Because it is not
possible to predict with assurance how the market for restricted
securities pursuant to Rule 144A will develop, the Fund's Board
of Directors has directed The Dreyfus Corporation to monitor
carefully each Portfolio's investments in such securities with
particular regard to trading activity, availability of reliable
price information and other relevant information. To the extent
that, for a period of time, qualified institutional buyers cease
purchasing such restricted securities pursuant to Rule 144A, the
Portfolio's investing in such securities may have the effect of
increasing the level of illiquidity in such Portfolio's
investments during such period.
Certain Fundamental Policies
Each Portfolio may (i) borrow money to the extent
permitted under the Investment Company Act of 1940; and (ii)
invest up to 25% of the value of its total assets in the
securities of issuers in a single industry, provided that there
is no such limitation on investments in securities issued or
guaranteed by the U.S. Government, its agencies or
instrumentalities. This paragraph describes fundamental policies
that cannot be changed as to a Portfolio without approval by the
holders of a majority (as defined in the Investment Company Act
of 1940) of the Portfolio's outstanding voting shares. See
"Investment Objective and Management Policies--Investment
Restrictions" in the Fund's Statement of Additional Information.
Certain Additional Non-Fundamental Policies
Each Portfolio may (i) purchase securities of any
company having less than three years' continuous operation
(including operations of any predecessors) if such purchase does
not cause the value of such Portfolio's investments in all such
companies to exceed 5% of the value of its total assets; (ii)
pledge, hypothecate, mortgage or otherwise encumber its assets,
but only to secure permitted borrowings; and (iii) invest up to
15% of the value of its net assets in repurchase agreements
providing for settlement in more than seven days after notice and
in other illiquid securities. See "Investment Objective and
Management Policies--Investment Restrictions" in the Fund's
Statement of Additional Information.
Risk Factors
Certain Investment Techniques--The use of investment techniques
such as short-selling, engaging in financial futures and options
transactions, leverage through borrowing, purchasing securities
on a forward commitment basis and lending portfolio securities
involves greater risk than that incurred by many other funds with
a similar objective. Using these techniques may produce higher
than normal portfolio turnover and may affect the degree to which
a Portfolio's net asset value fluctuates. Portfolio turnover may
vary from year to year, as well as within a year. Under normal
market conditions, the portfolio turnover rate of a Portfolio
generally will not exceed 100%. Higher portfolio turnover rates
are likely to result in comparatively greater brokerage
commissions or transaction costs. See "Portfolio Transactions"
in the Fund's Statement of Additional Information.
The Fund's ability to engage in certain short-term
transactions may be limited by the requirement that, to qualify
as a regulated investment company, each Portfolio must earn less
than 30% of its gross income from the disposition of securities
held for less than three months. This 30% test limits the extent
to which a Portfolio may sell securities held for less than three
months, effect short sales of securities held for less than three
months, write options expiring in less than three months and
invest in certain futures contracts, among other strategies.
However, portfolio turnover will not otherwise be a limiting
factor in making investment decisions.
Equity Securities--Investors should be aware that equity
securities fluctuate in value, often based on factors unrelated
to the value of the issuer of the securities, and that
fluctuations can be pronounced. Changes in the value of a
Portfolio's equity securities will result in changes in the value
of the Portfolio's shares and thus the Portfolio's yield and
total return to investors.
Fixed-Income Securities--Investors should be aware that even
though interest-bearing securities are investments which promise
a stable stream of income, the prices of such securities are
inversely affected by changes in interest rates and, therefore,
are subject to the risk of market price fluctuations. Thus, if
interest rates have increased from the time a security was
purchased, such security, if sold, might be sold at a price less
than its cost. Similarly, if interest rates have declined from
the time a security was purchased, such security, if sold, might
be sold at a price greater than its cost. In either instance, if
the security was purchased at face value and held to maturity, no
gain or loss would be realized. The value of U.S. Treasury
securities also will be affected by the supply and demand, as
well as the perceived supply and demand, for such securities.
Investing in Foreign Securities--Since the stocks of some foreign
issuers are included in the S&P 500 Index and the Wilshire 4500
Index, a Portfolio's investments may contain securities of such
foreign issuers which may subject the Portfolios to additional
investment risks with respect to those securities that are
different in some respects from those incurred by a fund which
invests only in securities of domestic issuers. Such risks
include future political and economic developments, the possible
imposition of withholding taxes on income payable on the
securities, the possible establishment of exchange controls or
the adoption of other foreign governmental restrictions which
might adversely affect an investment in these securities and the
possible seizure or nationalization of foreign deposits. No
Portfolio will invest more than % of the value of its assets
in the common stocks of foreign issuers. See "Certain Portfolio
Securities--Bank Obligations" above.
Other Investment Considerations--Each Portfolio's net asset value
per share is not fixed and should be expected to fluctuate.
Investors should purchase Portfolio shares only as a supplement
to an overall investment program and only if the investor is
willing to undertake the risks involved.
Federal income tax law requires the holder of a zero
coupon security or of certain pay-in-kind bonds to accrue income
with respect to these securities prior to the receipt of cash
payments. To maintain its qualification as a regulated
investment company and avoid liability for Federal income taxes,
each Portfolio may be required to distribute such income accrued
with respect to these securities and may have to dispose of such
securities under disadvantageous circumstances in order to
generate cash to satisfy these distribution requirements.
The Fund's classification as a "non-diversified"
investment company means that the proportion of each Portfolio's
assets that may be invested in the securities of a single issuer
is not limited by the Investment Company Act of 1940. A
"diversified investment company is required by the Investment
Company Act of 1940 generally, with respect to 75% of its total
assets, to invest not more than 5% of such assets in the
securities of a single issuer and to hold not more than 10% of
the outstanding voting securities of a single issuer. However,
each Portfolio intends to conduct its operations so as to qualify
as a "regulated investment company" for purposes of the Internal
Revenue Code of 1986, as amended (the "Code"), which requires
that, at the end of each quarter of its taxable year, (i) at
least 50% of the market value of each Portfolio's total assets be
invested in cash, U.S. Government securities, the securities of
other regulated investment companies and other securities, with
such other securities of any one issuer limited for the purposes
of this calculation to an amount not greater than 5% of the value
of each Portfolio's total assets and 10% of the outstanding
voting securities of such issuer, and (ii) not more than 25% of
the value of each Portfolio's total assets be invested in the
securities of any one issuer (other than U.S. Government
securities or the securities of other regulated investment
companies). Since a relatively high percentage of the Fund's
assets may be invested in the securities of a limited number of
issuers, some of which may be within the same industry or
economic sector, the Fund's securities may be more susceptible to
any single economic, political or regulatory occurrence than the
securities of a diversified investment company.
Investment decisions for each Portfolio are made
independently from those of other investment companies or
accounts advised by The Dreyfus Corporation. However, if such
other investment companies or accounts are prepared to invest in,
or desire to dispose of, securities of the type in which a
Portfolio invests at the same time as such Portfolio, available
investments or opportunities for sales will be allocated
equitably to each. In some cases, this procedure may adversely
affect the size of the position obtained for or disposed of by
the Portfolio or the price paid or received by the Portfolio.
MANAGEMENT OF THE FUND
The Dreyfus Corporation, located at 200 Park Avenue,
New York, New York 10166, was formed in 1947 and serves as the
Fund's investment adviser. As of ____ __, 1994, The Dreyfus
Corporation managed or administered approximately $__ billion in
assets for more than ___ million investor accounts nationwide.
The Dreyfus Corporation supervises and assists in the
overall management of the Fund's affairs under a Management
Agreement with the Fund, subject to the overall authority of the
Fund's Board of Directors in accordance with Maryland law. The
primary investment officer of each Portfolio will be
____________. The Fund's other investment officers are
identified under "Management of the Fund" in the Fund's Statement
of Additional Information. The Dreyfus Corporation also provides
research services for the Fund as well as for other funds advised
by The Dreyfus Corporation through a professional staff of
portfolio managers and security analysts.
Under the terms of the Management Agreement, the Fund
has agreed to pay The Dreyfus Corporation a monthly fee at the
annual rate of .75 of 1% of the value of each Portfolio's average
daily net assets. The management fee is higher than that paid by
most other investment companies. From time to time, The Dreyfus
Corporation may waive receipt of its fees and/or voluntarily
assume certain expenses of the Fund, which would have the effect
of lowering the overall expense ratio of the Fund and increasing
yield to investors at the time such amounts are waived or
assumed, as the case may be. The Fund will not pay The Dreyfus
Corporation at a later time for any amounts it may waive, nor
will the Fund reimburse The Dreyfus Corporation for any amounts
it may assume.
All expenses incurred in the operation of the Fund will
be borne by the Fund, except to the extent specifically assumed
by The Dreyfus Corporation. The expenses to be borne by the Fund
will include: organizational costs, taxes, interest, loan
commitment fees, interest and distributions paid on securities
sold short, brokerage fees and commissions, if any, fees of
Directors who are not officers, directors, employees or holders
of 5% or more of the outstanding voting securities of The Dreyfus
Corporation, Securities and Exchange Commission fees, state Blue
Sky qualification fees, advisory fees, charges of custodians,
transfer and dividend disbursing agents' fees, certain insurance
premiums, industry association fees, outside auditing and legal
expenses, costs of maintaining the Fund's existence, costs of
independent pricing services, costs attributable to investor
services (including, without limitation, telephone and personnel
expenses), costs of shareholders' reports and meetings, costs of
preparing and printing certain prospectuses and statements of
additional information, and any extraordinary expenses. Expenses
attributable to a particular Portfolio are charged against the
assets of that Portfolio; other expenses of the Fund are
allocated between the Portfolios on the basis determined by the
Board of Directors, including, but not limited to,
proportionately in relation to the net assets of each Portfolio.
The Dreyfus Corporation may pay Dreyfus Service
Corporation for shareholder and distribution services from The
Dreyfus Corporation's own assets, including the management fee
paid by the Fund. Dreyfus Service Corporation may use part or
all of such payments to pay securities dealers or others in
respect of these services.
The Shareholder Services Group, Inc., a subsidiary of
First Data Corporation, P.O. Box 9671, Providence, Rhode Island
02940-9671, is the Fund's Transfer and Dividend Disbursing Agent
(the "Transfer Agent"). The Bank of New York, 110 Washington
Street, New York, New York 10286, is the Fund's Custodian.
HOW TO BUY FUND SHARES
The Fund's distributor is Dreyfus Service Corporation,
a wholly-owned subsidiary of The Dreyfus Corporation located at
200 Park Avenue, New York, New York 10166. The shares it
distributes are not deposits or obligations of The Dreyfus
Security Savings Bank, F.S.B. and therefore are not insured by
the Federal Deposit Insurance Corporation.
PORTFOLIO SHARES ARE OFFERED ONLY TO ELIGIBLE
RETIREMENT PLANS, AND MAY BE PURCHASED ONLY BY A CUSTODIAN,
TRUSTEE, INVESTMENT MANAGER OR OTHER ENTITY AUTHORIZED TO ACT ON
BEHALF OF SUCH PLAN. PORTFOLIO SHARES ALSO MAY BE PURCHASED FOR
DREYFUS-SPONSORED IRA "ROLLOVER ACCOUNTS" WITH THE DISTRIBUTION
PROCEEDS FROM AN ELIGIBLE RETIREMENT PLAN THAT, AT THE TIME OF
SUCH DISTRIBUTION, INVESTED ITS ASSETS IN PORTFOLIO SHARES.
Stock certificates are issued only upon an investor's
written request. No certificates are issued for fractional
shares. The Fund reserves the right to reject any purchase
order.
The minimum initial investment for Portfolio shares is
$[10,000]. Subsequent investments in Portfolio shares must be at
least $[1,000]. The Fund reserves the right to vary the initial
and subsequent investment minimum requirements at any time.
The Code imposes various limitations on the amount that
may be contributed to certain Eligible Retirement Plans. These
limitations apply with respect to participants at the plan level
and, therefore, do not directly affect the amount that may be
invested in the Fund by an Eligible Retirement Plan. Eligible
Retirement Plan participants and sponsors should consult their
tax advisers for details.
Eligible Retirement Plans may purchase Portfolio shares
by check or wire. Eligible Retirement Plan participants should
contact such Plan's sponsor directly for appropriate instructions
for investment in the Fund. The Eligible Retirement Plan sponsor
will transmit a participant's payment to the Fund and will supply
the Fund with the required information. It is the sponsor's
responsibility to transmit the order properly on a timely basis.
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
the investor's Fund's Account Application. For subsequent
investments, the Fund account number should appear on the check
and an investment slip should be enclosed and sent to The Dreyfus
Family of Funds, P.O. Box 105, Newark, New Jersey 07101-0105.
For Dreyfus retirement plan accounts, both initial and subsequent
investments should be sent to The Dreyfus Trust Company,
Custodian, P.O. Box 6427, Providence, Rhode Island 02940-6427.
Neither initial nor subsequent investments should be made by
third party check.
Wire payments may be made if the investor's 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:
DDA# __________/The 401(K) Fund/Total Return Portfolio
DDA# /The 401(K) Fund/Income Portfolio
DDA# /The 401(K) Fund/Growth Portfolio
The wire must include the investor's Portfolio account number
(for new accounts, the investor's Taxpayer Identification Number
("TIN") should be included instead), account registration and
dealer number, if applicable. Investors may obtain further
information about remitting funds in this manner from their 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 an investor's 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. The investor must direct the institution to
transmit immediately available funds through the Automated
Clearing House to The Bank of New York with instructions to
credit the investor's Fund account. The instructions must
specify the investor's Fund account registration and Fund account
number preceded by the digits "1111."
Dreyfus Service Corporation may pay dealers a fee of up
to .5% of the amount invested through such dealers in Portfolio
shares by employees participating in Eligible Retirement Plans,
where (i) the employers or affiliated employers maintaining such
Plans have a minimum of 250 employees eligible for participation
in such Plans or (ii) such Plan's aggregate initial investment in
the Dreyfus Family of Funds or certain other products made
available by Dreyfus Service Corporation to such Plans exceeds
one million dollars. The determination of the number of
employees eligible for participation in an Eligible Retirement
Plan will be made on the date Portfolio shares are first
purchased by or on behalf of employees participating in such Plan
and on each subsequent January 1st. All present holdings of
shares of funds in the Dreyfus Family of Funds by such Eligible
Retirement Plans will be aggregated to determine the fee payable
with respect to each purchase of Portfolio shares. Dreyfus
Service Corporation reserves the right to cease paying these fees
at any time. Dreyfus Service Corporation will pay such fees from
its own funds, other than amounts received from the Fund,
including past profits or any other source available to it.
Shares of each Portfolio are sold on a continuous basis
at net asset value per share next determined after an order in
proper form is received by the Transfer Agent or other agent.
Net asset value per share is determined as of the close of
trading on the floor of the New York Stock Exchange (currently
4:00 p.m., New York time), on each day the New York Stock
Exchange is open for business. For purposes of determining net
asset value, options and futures contracts will be valued 15
minutes after the close of trading on the floor of the New York
Stock Exchange. Net asset value per share is computed by
dividing the value of the Portfolio's net assets (i.e., the value
of its assets less liabilities) by the total number of its 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. Each pricing
service's procedures are reviewed under the general supervision
of the Board of Directors. For further information regarding the
methods employed in valuing the Portfolio's investments, see
"Determination of Net Asset Value" in the Fund's Statement of
Additional Information.
Federal regulations require that investors 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 the
investor to a $50 penalty imposed by the Internal Revenue Service
(the "IRS").
SHAREHOLDER SERVICES
Exchange Privilege
The Exchange Privilege enables an investor to purchase,
in exchange for shares of a Portfolio, shares in one of the other
Portfolios or shares of certain other funds managed or
administered by The Dreyfus Corporation, to the extent such
shares are offered for sale in the investor's state of residence.
These funds have different investment objectives which may be of
interest to investors. The exchange privilege may be exercised
twice during the calendar year as described below. To use this
Privilege, investors should consult Dreyfus Service Corporation
to determine if it is available and whether any conditions are
imposed on its use. Exchanges may be made only between a
shareholder's Eligible Retirement Plan account in one fund and
such shareholder's Eligible Retirement Plan account in another
fund.
To use this Privilege, an investor must give exchange
instructions to the Transfer Agent in writing, by wire or by
telephone. If an investor previously has established the
Telephone Exchange Privilege, the investor may telephone exchange
instructions by calling 1-800-221-4060 or, if calling from
overseas, 1-401-455-3306. See "How to Redeem Fund Shares--
Procedures." Before any exchange into a fund offered by another
prospectus, the investor must obtain and should review a copy of
the current prospectus of the fund into which the exchange is
being made. Prospectuses may be obtained from Dreyfus Service
Corporation. When establishing a new account by exchange, the
shares being exchanged must have a value of at least the minimum
initial investment required for the fund into which the exchange
is being made. Telephone exchanges may be made only if the
appropriate "YES" box has been checked on the Account
Application, or a separate signed Shareholder Services Form is on
file with the Transfer Agent.
Shares will be exchanged at the next determined net
asset value. No fees currently are charged shareholders directly
in connection with exchanges, although the Fund reserves the
right, upon not less than 60 days' written notice, to charge
shareholders a nominal fee in accordance with rules promulgated
by the Securities and Exchange Commission. The Fund reserves the
right to reject any exchange request in whole or in part. The
Exchange Privilege may be modified or terminated at any time upon
notice to shareholders.
The exchange of shares of one fund for shares of
another is treated for Federal income tax purposes as a sale of
the shares given in exchange by the shareholder and, therefore,
an exchange on behalf of an Eligible Retirement Plan which is not
tax exempt may result in a taxable gain or loss.
Dreyfus Auto-Exchange Privilege
Dreyfus Auto-Exchange Privilege enables an investor
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 other funds in the
Dreyfus Family of Funds of which such shareholder is currently an
investor. Exchanges pursuant to the Dreyfus Auto-Exchange
Privilege may be made only between a shareholder's Eligible
Retirement Plan account in one fund and such shareholder's
Eligible Retirement Plan account in another fund. The amount the
investor designates, 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 the investor has selected. Shares will
be exchanged at the then-current net asset value. The right to
exercise this Privilege may be modified or canceled by the Fund
or the Transfer Agent. An investor may modify or cancel the
investor's 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 Eligible Retirement Plan which is not tax exempt
may result in 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.
HOW TO REDEEM FUND SHARES
General
Shareholders may request redemption of their shares at
any time. Redemption requests should be transmitted to the
Transfer Agent as described below. When a request is received in
proper form, the Fund will redeem the shares at the next
determined net asset value.
The Fund imposes no charges when shares are redeemed
directly through Dreyfus Service Corporation. Certain
institutions 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.
Distributions from qualified Eligible Retirement Plans
and certain non-qualified deferred compensation plans, except
distributions representing returns of non-deductible
contributions to the Eligible Retirement Plan, generally are
taxable income to the participant. Distributions from such an
Eligible Retirement Plan to a participant prior to the time the
participant reaches age 59-1/2 or becomes permanently disabled
may subject the participant to an additional 10% penalty tax
imposed by the IRS. Participants should consult their tax
advisers concerning the timing and consequences of distributions
from an Eligible Retirement Plan. Participants in qualified
Eligible Retirement Plans will receive a disclosure statement
describing the consequences of a distribution from such a Plan
from the administrator, trustee or custodian of the Plan, before
receiving the distribution. The Fund will not report to the IRS
redemptions of Portfolio shares by qualified Eligible Retirement
Plans or certain non-qualified deferred compensation plans. The
administrator, trustee or custodian of such Eligible Retirement
Plans will be responsible for reporting distributions from such
Plans to the IRS.
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. Portfolio
shares will not be redeemed until the Transfer Agent has received
the investor's Account Application.
Procedures
Investors may redeem shares by using the regular
redemption procedure through the Transfer Agent or by wire or
telephone. The Fund makes available to certain large
institutions the ability to issue redemption instructions through
compatible computer facilities.
Investors may redeem or exchange Portfolio shares by
telephone if they have checked the appropriate box on the Fund's
Account Application or have filed a Shareholder Services Form
with the Transfer Agent. If an investor selects the telephone
redemption or exchange privilege, such investor authorizes the
Transfer Agent to act on telephone instructions from any person
representing himself or herself to be the investor 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 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,
investors may experience difficulty in contacting the Transfer
Agent by telephone to request a redemption or exchange of
Portfolio shares. In such cases, investors should consider using
the other redemption procedures described herein. Use of these
other redemption procedures may result in an investor's
redemption request being processed at a later time than it would
have been if telephone redemption had been used. During the
delay, a Portfolio's net asset value may fluctuate.
Regular Redemption. Under the regular redemption procedure, an
investor may redeem shares by written request mailed 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. Redemption requests must be signed by
each shareholder, 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 asso-
ciations, 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. For
more information with respect to signature-guarantees, please
call one of the telephone numbers listed under "General Informa-
tion."
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.
Redemption by Wire or Telephone. A shareholder may redeem shares
by wire or telephone if it has checked the appropriate box and
supplied the necessary information on the Fund's Account
Application or has filed a Shareholder Services Form with the
Transfer Agent. The redemption proceeds may be wired ($1,000
minimum) to the shareholder's bank account or paid by check. A
shareholder can redeem shares by telephone by calling 1-800-221-
4060 or, if calling from overseas, 1-401-455-3306. The Fund
reserves the right to refuse any request made by wire or
telephone and may limit the amount involved or the number of
telephone redemptions. 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 redeeming shares by wire. Shares for which
certificates have been issued may not be redeemed by wire or
telephone.
SHAREHOLDER SERVICES PLAN
The Fund has adopted a Shareholder Services Plan with
respect to each Portfolio pursuant to which the Fund reimburses
Dreyfus Service Corporation an amount not to exceed an annual
rate of .25 of 1% of the value of each Portfolio's average daily
net assets for certain allocated expenses with respect to
servicing and/or maintaining shareholder accounts.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Under the Code, each Portfolio of the Fund is treated
as a separate corporation for purposes of qualification and
taxation as a regulated investment company. Each Portfolio
ordinarily pays dividends from its net investment income and
distributes net realized securities gains, if any, once a year,
but it may make distributions on a more frequent basis to comply
with the distribution requirements of the Code, in all events in
a manner consistent with the provisions of the Investment Company
Act of 1940. The Fund will not make distributions from net
realized securities gains unless capital loss carryovers, if any,
have been utilized or have expired. Dividends and distributions
are reinvested automatically in additional shares at net asset
value. All expenses are accrued daily and deducted before
declaration of dividends to investors.
Dividends paid by the Portfolios to qualified Eligible
Retirement Plans or certain non-qualified deferred compensation
plans ordinarily will not be subject to taxation until the
proceeds are distributed from the Eligible Retirement Plan. The
Fund will not report dividends paid by the Portfolios to such
Plans to the IRS. Generally, distributions from such Eligible
Retirement Plans, except those representing returns of non-
deductible contributions thereto, will be taxable as ordinary
income and, if made prior to the time the participant reaches age
59-1/2, generally will be subject to an additional tax equal to
10% of the taxable portion of the distribution. If the
distribution from such an Eligible Retirement Plan (other than
certain governmental or church plans) for any taxable year
following the year in which the participant reaches age 70-1/2 is
less than the "minimum required distribution" for that taxable
year, an excise tax equal to 50% of the deficiency may be imposed
by the IRS. The administrator, trustee or custodian of such an
Eligible Retirement Plan will be responsible for reporting
distributions from such Plans to the IRS. Participants in
qualified Eligible Retirement Plans will receive a disclosure
statement describing the consequences of a distribution from such
a Plan from the administrator, trustee or custodian of the Plan
prior to receiving the distribution. Moreover, certain
contributions to a qualified Eligible Retirement Plan in excess
of the amounts permitted by law may be subject to an excise tax.
Dividends derived from net investment income and
distributions from net realized short-term securities gains and
gain from the sale or other disposition of market discount bonds,
paid by the Portfolios will be taxable to certain non-qualified
Eligible Retirement Plans as ordinary income. Distributions from
net realized long-term securities gains of the Portfolios will be
taxable to certain non-qualified Retirement Plans as long-term
capital gains for Federal income tax purposes, regardless of how
long shareholders have held their Portfolio 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.
Notice as to the tax status of dividends and
distributions will be mailed to investors annually. Investors
also will receive periodic summaries of their account which will
include information as to dividends and distributions from
securities gains, if any, paid during the year. Participants in
an Eligible Retirement Plan should receive periodic statements
from the trustee, custodian or administrator of their Eligible
Retirement Plan.
With respect to certain non-qualified Eligible
Retirement Plans, 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 consti-
tute an additional tax imposed on the record owner of the
account, and may be claimed as a credit on the record owner's
Federal income tax return.
It is expected that each Portfolio will qualify as a
"regulated investment company" under the Code so long as such
qualification is in the best interests of its shareholders. Such
qualification relieves the Fund of any liability for Federal
income tax to the extent its earnings are distributed in
accordance with applicable provisions of the Code. In addition,
each Portfolio is subject to a non-deductible 4% excise tax,
measured with respect to certain undistributed amounts of taxable
investment income and capital gains.
Investors should consult their tax advisers 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.
Computations of average annual total return for periods of less
than one year represent an annualization of the Portfolio's
actual total return for the applicable period.
Total return is computed on a per share basis and
assumes the reinvestment of dividends and distributions. Total
return generally is expressed as a percentage rate which is
calculated by combining the income and principal changes for a
specified period and dividing by the net asset value per share at
the beginning of the period. Advertisements may include the
percentage rate of total return or may include the value of a
hypothetical investment at the end of the period which assumes
the application of the percentage rate of total return.
Performance will vary from time to time and past
results are not necessarily representative of future results.
Investors should remember that performance is a function of
portfolio management in selecting the type and quality of
portfolio securities and is affected by operating expenses.
Performance information, such as that described above, may not
provide a basis for comparison with other investments or other
investment companies using a different method of calculating
performance.
Comparative performance information may be used from
time to time in advertising or marketing the Fund's shares,
including data from Lipper Analytical Services, Inc.,
Morningstar, Inc., Standard & Poor's 500 Stock Index, the Dow
Jones Industrial Average, Moody's Bond Service Bond Index, Bond-
20 Bond Index, Wilshire 4500 Index and other industry
publications.
GENERAL INFORMATION
The Fund was incorporated under Maryland law on
July 15, 1993 and has not engaged in active business to the date
of this Prospectus. On August 12, 1993, the Fund, which is
incorporated under the name Dreyfus Growth Allocation Fund, Inc.,
began operating under the name The 401(K) Fund. The Fund is
authorized to issue 300 million shares of Common Stock (with 100
million allocated to each Portfolio), par value $.001 per share.
Each share has one vote.
Unless otherwise required by the Investment Company Act
of 1940, ordinarily it will not be necessary for the Fund to hold
annual meetings of shareholders. As a result, Fund shareholders
may not consider each year the election of Directors or the
appointment of auditors. However, pursuant to the Fund's By-
Laws, the holders of at least 10% of the shares outstanding and
entitled to vote may require the Fund to hold a special meeting
of shareholders for purposes of removing a Director from office
or for any other purpose. Fund shareholders may remove a
Director by the affirmative vote of a majority of the Fund's
outstanding voting shares. In addition, the Board of Directors
will call a meeting of shareholders for the purpose of electing
Directors if, at any time, less than a majority of the Directors
then holding office have been elected by shareholders.
To date, the Board of Directors has authorized the
creation of three series of shares. All consideration received
by the Fund for shares of one of the Portfolios and all assets in
which such consideration is invested will belong to that
Portfolio (subject only to the rights of creditors of the Fund)
and will be subject to the liabilities related thereto. The
income attributable to, and the expenses of, one Portfolio are
treated separately from those of the other Portfolios. The Fund
has the ability to create, from time to time, new series without
shareholder approval.
Rule 18f-2 under the Investment Company Act of 1940
provides that any matter required to be submitted under the
provisions of the Investment Company Act of 1940 or applicable
state law or otherwise to the holders of the outstanding voting
securities of an investment company, such as the Fund, will not
be deemed to have been effectively acted upon unless approved by
the holders of a majority of the outstanding shares of each
Portfolio affected by such matter. Rule 18f-2 further provides
that a Portfolio shall be deemed to be affected by a matter
unless it is clear that the interests of each Portfolio in the
matter are identical or that the matter does not affect any
interest of such Portfolio. However, the Rule exempts the
selection of independent accountants and the election of
Directors from the separate voting requirements of the Rule.
The Transfer Agent maintains a record of your ownership
and will send you confirmations and statements of account.
Shareholder inquiries may be made by writing to the
Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-
0144, or by calling toll free 1-800-645-6561. In New York City,
call 1-718-895-1206; on Long Island, call 794-5254.
No person has been authorized to give any information
or to make any representations other than those contained in this
Prospectus and in the Fund's official sales literature in connec-
tion 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>
THE 401(K) FUND
PART B
(STATEMENT OF ADDITIONAL INFORMATION)
_____ __, 1994
This Statement of Additional Information, which is not
a prospectus, supplements and should be read in conjunction with
the current Prospectus of The 401(K) Fund (the "Fund"), dated
_____ __, 1994, as it may be revised from time to time. To
obtain a copy of the Fund's Prospectus, please write to the Fund
at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144,
or call the following numbers:
Call Toll Free 1-800-645-6561
In New York City -- Call 1-718-895-1206
On Long Island -- Call 794-5254
The Dreyfus Corporation (the "Manager") serves as the
Fund's investment adviser.
Dreyfus Service Corporation (the "Distributor"), a
wholly-owned subsidiary of the Manager, is the distributor of the
Fund's shares.
TABLE OF CONTENTS
Page
Investment Objective and Management Policies. . . . . . B-2
Management of the Fund. . . . . . . . . . . . . . . . . B-9
Management Agreement. . . . . . . . . . . . . . . . . . B-12
Shareholder Services Plan . . . . . . . . . . . . . . . B-13
Purchase of Fund Shares . . . . . . . . . . . . . . . . B-14
Redemption of Fund Shares . . . . . . . . . . . . . . . B-14
Shareholder Services. . . . . . . . . . . . . . . . . . B-16
Determination of Net Asset Value. . . . . . . . . . . . B-18
Dividends, Distributions and Taxes. . . . . . . . . . . B-19
Portfolio Transactions. . . . . . . . . . . . . . . . . B-20
Performance Information . . . . . . . . . . . . . . . . B-21
Information About the Fund. . . . . . . . . . . . . . . B-22
Custodian, Transfer and Dividend Disbursing Agent,
Counsel and Independent Auditors. . . . . . . . . . . B-22
Financial Statements. . . . . . . . . . . . . . . . . . B-23
Report of Independent Auditors. . . . . . . . . . . . . B-__
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE
READ IN CONJUNCTION WITH THE SECTION IN THE FUND'S PROSPECTUS
ENTITLED "DESCRIPTION OF THE FUND."
BANK OBLIGATIONS
Domestic commercial banks organized under Federal law
are supervised and examined by the Comptroller of the Currency
and are required to be members of the Federal Reserve System and
to have their deposits insured by the Federal Deposit Insurance
Corporation (the "FDIC"). Domestic banks organized under state
law are supervised and examined by state banking authorities but
are members of the Federal Reserve System only if they elect to
join. In addition, state banks whose certificates of deposit
("CDs") may be purchased by each Portfolio are insured by the
FDIC (although such insurance may not be of material benefit to
the Fund, depending on the principal amount of the CDs of each
bank held by the Fund) and are subject to Federal examination and
to a substantial body of Federal law and regulation. As a result
of Federal or state laws and regulations, domestic branches of
domestic banks whose CDs may be purchased by the Portfolios
generally are required, among other things, to maintain specified
levels of reserves, are limited in the amounts which they can
loan to a single borrower and are subject to other regulation
designed to promote financial soundness. However, not all of
such laws and regulations apply to the foreign branches of
domestic banks.
Obligations of foreign branches of domestic banks,
foreign subsidiaries of domestic banks and domestic and foreign
branches of foreign banks, such as CDs and time deposits ("TDs"),
may be general obligations of the parent banks in addition to the
issuing branch, or may be limited by the terms of a specific
obligation and governmental regulation. Such obligations are
subject to different risks than are those of domestic banks.
These risks include foreign economic and political developments,
foreign governmental restrictions that may adversely affect
payment of principal and interest on the obligations, foreign
exchange controls and foreign withholding and other taxes on
interest income. These foreign branches and subsidiaries are not
necessarily subject to the same or similar regulatory
requirements that apply to domestic banks, such as mandatory
reserve requirements, loan limitations, and accounting, auditing
and financial record keeping requirements. In addition, less
information may be publicly available about a foreign branch of a
domestic bank or about a foreign bank than about a domestic bank.
Obligations of United States branches of foreign banks
may be general obligations of the parent bank in addition to the
issuing branch, or may be limited by the terms of a specific
obligation or by Federal or state regulation as well as
governmental action in the country in which the foreign bank has
its head office. A domestic branch of a foreign bank with assets
in excess of $1 billion may be subject to reserve requirements
imposed by the Federal Reserve System or by the state in which
the branch is located if the branch is licensed in that state.
In addition, Federal branches licensed by the
Comptroller of the Currency and branches licensed by certain
states ("State Branches") may be required to: (1) pledge to the
regulator, by depositing assets with a designated bank within the
state, a certain percentage of their assets as fixed from time to
time by the appropriate regulatory authority; and (2) maintain
assets within the state in an amount equal to a specified
percentage of the aggregate amount of liabilities of the foreign
bank payable at or through all of its agencies or branches within
the state. The deposits of Federal and State Branches generally
must be insured by the FDIC if such branches take deposits of
less than $100,000.
In view of the foregoing factors associated with the
purchase of CDs and TDs issued by foreign branches of domestic
banks, by foreign subsidiaries of domestic banks, by foreign
branches of foreign banks or by domestic branches of foreign
banks, the Manager carefully evaluates such investments on a
case-by-case basis.
Investment Techniques
Options Transactions. Each Portfolio may engage in
options transactions, such as purchasing or writing covered call
or put options. The principal reason for writing covered call
options is to realize, through the receipt of premiums, a greater
return than would be realized on the Portfolio's securities
alone. In return for a premium, the writer of a covered call
option forfeits the right to any appreciation in the value of the
underlying security above the strike price for the life of the
option (or until a closing purchase transaction can be effected).
Nevertheless, the call writer retains the risk of a decline in
the price of the underlying security. Similarly, the principal
reason for writing covered put options is to realize income in
the form of premiums. The writer of a covered put option accepts
the risk of a decline in the price of the underlying security.
The size of the premiums that the Portfolios may receive may be
adversely affected as new or existing institutions, including
other investment companies, engage in or increase their option-
writing activities.
Options written ordinarily will have expiration dates
between one and nine months from the date written. The exercise
price of the options may be below, equal to or above the market
values of the underlying securities at the time the options are
written. In the case of call options, these exercise prices are
referred to as "in-the-money," "at-the-money" and "out-of-the-
money," respectively. Each Portfolio may write (a) in-the-money
call options when the Manager expects that the price of the
underlying security will remain stable or decline moderately
during the option period, (b) at-the-money call options when the
Manager expects that the price of the underlying security will
remain stable or advance moderately during the option period and
(c) out-of-the-money call options when the Manager expects that
the premiums received from writing the call option plus the
appreciation in market price of the underlying security up to the
exercise price will be greater than the appreciation in the price
of the underlying security alone. In these circumstances, if the
market price of the underlying security declines and the security
is sold at this lower price, the amount of any realized loss will
be offset wholly or in part by the premium received. Out-of-the-
money, at-the-money and in-the-money put options (the reverse of
call options as to the relation of exercise price to market
price) may be utilized in the same market environments that such
call options are used in equivalent transactions.
So long as the Portfolio's obligation as the writer of
an option continues, the Portfolio may be assigned an exercise
notice by the broker-dealer through which the option was sold,
requiring the Portfolio to deliver, in the case of a call, or
take delivery of, in the case of a put, the underlying security
against payment of the exercise price. This obligation
terminates when the option expires or the Portfolio effects a
closing purchase transaction. The Portfolio can no longer effect
a closing purchase transaction with respect to an option once it
has been assigned an exercise notice.
While it may choose to do otherwise, each Portfolio
generally will purchase or write only those options for which the
Manager believes there is an active secondary market so as to
facilitate closing transactions. There is no assurance that
sufficient trading interest to create a liquid secondary market
on a securities exchange will exist for any particular option or
at any particular time, and for some options no such secondary
market may exist. A liquid secondary market in an option may
cease to exist for a variety of reasons. In the past, for
example, higher than anticipated trading activity or order flow,
or other unforeseen events, at times have rendered certain
clearing facilities inadequate and resulted in the institution of
special procedures, such as trading rotations, restrictions on
certain types of orders or trading halts or suspensions in one or
more options. There can be no assurance that similar events, or
events that otherwise may interfere with the timely execution of
customers' orders, will not recur. In such event, it might not
be possible to effect closing transactions in particular options.
If as a covered call option writer a Portfolio is unable to
effect a closing purchase transaction in a secondary market, it
will not be able to sell the underlying security until the option
expires or it delivers the underlying security upon exercise or
it otherwise covers its position.
Stock Index Options. Each Portfolio may purchase and
write put and call options on stock indexes listed on national
securities exchanges or traded in the over-the-counter market. A
stock index fluctuates with changes in the market values of the
stocks included in the index.
Options on stock indexes are similar to options on
stock except that (a) the expiration cycles of stock index
options are generally monthly, while those of stock options are
currently quarterly, and (b) the delivery requirements are
different. Instead of giving the right to take or make delivery
of a stock at a specified price, an option on a stock index gives
the holder the right to receive a cash "exercise settlement
amount" equal to (i) the amount, if any, by which the fixed
exercise price of the option exceeds (in the case of a put) or is
less than (in the case of a call) the closing value of the
underlying index on the date of exercise, multiplied by (ii) a
fixed "index multiplier." Receipt of this cash amount will
depend upon the closing level of the stock index upon which the
option is based being greater than, in the case of a call, or
less than, in the case of a put, the exercise price of the
option. The amount of cash received will be equal to such
difference between the closing price of the index and the
exercise price of the option expressed in dollars times a
specified multiple. The writer of the option is obligated, in
return for the premium received, to make delivery of this amount.
The writer may offset its position in stock index options prior
to expiration by entering into a closing transaction on an
exchange or it may let the option expire unexercised.
Futures Contracts and Options on Futures Contracts.
Upon exercise of an option, the writer of the option will deliver
to the holder of the option the futures position and the
accumulated balance in the writer's futures margin account, which
represents the amount by which the market price of the futures
contract exceeds, in the case of a call, or is less than, in the
case of a put, the exercise price of the option on the futures
contract. The potential loss related to the purchase of options
on futures contracts is limited to the premium paid for the
option (plus transaction costs). Because the value of the option
is fixed at the time of sale, there are no daily cash payments to
reflect changes in the value of the underlying contract; however,
the value of the option does change daily and that change would
be reflected in the net asset value of the Portfolio.
Investment Company Securities. Each Portfolio may
invest in securities issued by other investment companies which
principally invest in securities of the type in which the
Portfolio invests. Under the Investment Company Act of 1940, as
amended (the "Act"), a Portfolio's investments in such
securities, subject to certain exceptions, currently are limited
to (i) 3% of the total voting stock of any one investment
company, (ii) 5% of the Portfolio's net assets with respect to
any one investment company and (iii) 10% of the Portfolio's net
assets in the aggregate. Investments in the securities of other
investment companies may involve duplication of advisory fees and
certain other expenses.
Lending Portfolio Securities. To a limited extent,
each Portfolio may lend its portfolio securities to brokers,
dealers and other financial institutions, provided it receives
cash collateral which at all times is maintained in an amount
equal to at least 100% of the current market value of the
securities loaned. By lending its securities, the Portfolio can
increase its income through the investment of the cash
collateral. For purposes of this policy, the Fund considers
collateral consisting of U.S. Government securities or
irrevocable letters of credit issued by banks whose securities
meet the standards for investment by the Portfolio to be the
equivalent of cash. From time to time, the Fund may return to
the borrower or a third party which is unaffiliated with the
Fund, and which is acting as a "placing broker," a part of the
interest earned from the investment of collateral received for
securities loaned.
The Securities and Exchange Commission currently
requires that the following conditions must be met whenever
portfolio securities are loaned: (1) the Portfolio must receive
at least 100% cash collateral from the borrower; (2) the borrower
must increase such collateral whenever the market value of the
securities rises above the level of such collateral; (3) the
Portfolio must be able to terminate the loan at any time; (4) the
Portfolio must receive reasonable interest on the loan, as well
as any dividends, interest or other distributions payable on the
loaned securities, and any increase in market value; (5) the
Portfolio may pay only reasonable custodian fees in connection
with the loan; and (6) while voting rights on the loaned
securities may pass to the borrower, the Fund's Board of
Directors must terminate the loan and regain the right to vote
the securities if a material event adversely affecting the
investment occurs. These conditions may be subject to future
modification.
Investment Restrictions. Each Portfolio has adopted
investment restrictions numbered 1 through 8 as fundamental
policies. These restrictions cannot be changed, as to a
Portfolio, without approval by the holders of a majority (as
defined in the Act) of such Portfolio's outstanding voting
shares. Investment restrictions numbered 9 through 14 are not
fundamental policies and may be changed by vote of a majority of
the Fund's Directors at any time. No Portfolio may:
1. Invest in commodities, except that the Portfolio
may purchase and sell options, forward contracts, futures
contracts, including those relating to indexes, and options on
futures contracts or indexes.
2. Purchase, hold or deal in real estate, or oil, gas
or other mineral leases or exploration or development programs,
but the Portfolio may purchase and sell securities that are
secured by real estate or issued by companies that invest or deal
in real estate.
3. Borrow money, except to the extent permitted under
the Act. For purposes of this investment restriction, the entry
into options, forward contracts, futures contracts, including
those relating to indexes, and options on futures contracts or
indexes shall not constitute borrowing.
4. Make loans to others, except through the purchase
of debt obligations and the entry into repurchase agreements.
However, the Portfolio may lend its portfolio securities in an
amount not to exceed 33-1/3% of the value of its total assets.
Any loans of portfolio securities will be made according to
guidelines established by the Securities and Exchange Commission
and the Fund's Board of Directors.
5. Act as an underwriter of securities of other
issuers, except to the extent the Portfolio may be deemed an
underwriter under the Securities Act of 1933, as amended, by
virtue of disposing of portfolio securities.
6. Invest more than 25% of the value of its assets in
the securities of issuers in any single industry, provided that,
there shall be no limitation on the purchase of obligations
issued or guaranteed by the U.S. Government, its agencies or
instrumentalities.
7. Issue any senior security (as such term is defined
in Section 18(f) of the Act), except to the extent the activities
permitted in Investment Restriction Nos. 1, 3, 10 and 11 may be
deemed to give rise to a senior security.
8. Purchase securities on margin, but the Portfolio
may make margin deposits in connection with transactions in
options, forward contracts, futures contracts, including those
relating to indexes, and options on futures contracts or indexes.
9. Invest in the securities of a company for the
purpose of exercising management or control, but the Portfolio
will vote the securities it owns in its portfolio as a
shareholder in accordance with its views.
10. Pledge, mortgage or hypothecate its assets, except
to the extent necessary to secure permitted borrowings and to the
extent related to the purchase of securities on a when-issued or
forward commitment basis and the deposit of assets in escrow in
connection with writing covered put and call options and
collateral and initial or variation margin arrangements with
respect to options, forward contracts, futures contracts,
including those relating to indexes, and options on futures
contracts or indexes.
11. Purchase, sell or write puts, calls or
combinations thereof, except as may be described in the Fund's
Prospectus and this Statement of Additional Information.
12. Purchase securities of any company having less
than three years' continuous operations (including operations of
any predecessors) if such purchase would cause the value of the
Portfolio's investments in all such companies to exceed 5% of the
value of its total assets.
13. Enter into repurchase agreements providing for
settlement in more than seven days after notice or purchase
securities which are illiquid, if, in the aggregate, more than
15% of the value of the Portfolio's net assets would be so
invested.
14. Purchase securities of other investment companies,
except to the extent permitted under the Act.
Each Portfolio may invest, notwithstanding any other
investment restriction (whether or not fundamental), all of its
assets in the securities of a single open-end management
investment company with substantially the same fundamental
investment objective, policies and restrictions as the Portfolio.
If a percentage restriction is adhered to at the time
of investment, a later change in percentage resulting from a
change in values or assets will not constitute a violation of
such restriction.
The Fund may make commitments more restrictive than the
restrictions listed above so as to permit the sale of Portfolio
shares in certain states. Should the Fund determine that a
commitment is no longer in the best interest of the Portfolio and
its shareholders, the Fund reserves the right to revoke the
commitment by terminating the sale of such Portfolio's shares in
the state involved.
MANAGEMENT OF THE FUND
Directors and officers of the Fund, together with
information as to their principal business occupations during at
least the last five years, are shown below. Each Director who is
deemed to be an "interested person" of the Fund, as defined in
the Act, is indicated by an asterisk.
Directors and Officers of the Fund
LUCY WILSON BENSON, Director. President of Benson and
Associates, consultants to business and government.
Mrs. Benson is a director of Communications Satellite
Corporation, General RE Corporation, The Grumman
Corporation and Logistics Management Institute. She is
also a Trustee of the Alfred P. Sloan Foundation, Vice
Chairman of the Board of Trustees of Lafayette College,
Vice Chairman of the Citizens Network for Foreign
Affairs and a member of the Council on foreign
Relations. Mrs. Benson served as a consultant to the
U.S. Department of State and to SRI International from
1980 to 1981. From 1977 to 1980, she was Under
Secretary of State for Security Assistance, Science and
Technology. Her address is 46 Sunset Avenue, Amherst,
Massachusetts 01002.
* DAVID W. BURKE, Director. Since October 1990, Vice President
and Chief Administrative Officer of the Manager and an
officer, director or trustee of other investment
companies advised or administered by 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. His address is 200 Park
Avenue, New York, New York 10166.
MARTIN D. FIFE, Director. President of Fife Associates, Inc.
and other companies engaged in the chemical and
plastics industries. His address is 30 Rockefeller
Plaza, New York, New York 10112.
WHITNEY I. GERARD, Director. Partner of the New York City law
firm of Chadbourne & Parke. His address is 30
Rockefeller Plaza, New York, New York 10112.
ROBERT R. GLAUBER, Director. Research Fellow, Center for
Business and Government at the John F. Kennedy School
of Government, Harvard University, since January 1992.
Mr. Glauber was Under Secretary of the Treasury for
Finance at the U.S. Treasury Department from May 1989
to January 1992. For more than five years prior
thereto, he was a Professor of Finance at the Graduate
School of Business Administration of Harvard University
and, from 1985 to 1989, Chairman of its Advanced
Management Program. His address is 79 John F. Kennedy
Street, Cambridge, Massachusetts 02138.
ARTHUR A. HARTMAN, Director. Senior consultant with APCO
Associates Inc. From 1981 to 1987, he was United
States Ambassador to the former Soviet Union. He is a
director of the Hartford Insurance Group and a member
of the advisory councils of several other companies,
research institutes and foundations. He is President
of the Harvard Board of Overseers. His address is 2738
McKinley Street, N.W., Washington, D.C. 20015.
GEORGE L. PERRY, Director. An economist and Senior Fellow at
the Brookings Institution since 1969. He is co-
director of the Brookings Panel on Economic Activity
and editor of its journal, The Brookings Papers. He is
also a director of the State Farm Mutual Automobile
Association and State Farm Life Insurance Company. His
address is 1775 Massachusetts Avenue, N.W., Washington,
D.C. 20015.
*HOWARD STEIN, Director, President and Investment Officer.
Chairman of the Board and Chief Executive Officer of
the Manager, Chairman of the Board of the Distributor
and an officer, director, trustee or general partner of
other investment companies advised or administered by
the Manager. His address is 200 Park Avenue, New York,
New York 10166.
PAUL WOLFOWITZ, Director. Dean of The Paul H. Nitze School of
Advanced International Studies at Johns Hopkins
University. From 1989 to 1993, Under Secretary of
Defense for Policy. From 1986 to 1989, he was the U.S.
Ambassador to the Republic of Indonesia. Before
assuming that post, he was Assistant Secretary of State
for East Asian and Pacific Affairs, Department of
State, from 1982 to 1986. In 1993, he was the George
F. Kennan Professor of National Security Strategy at
the National War College. His address is 1740
Massachusetts Avenue, N.W., Washington, D.C. 20036.
The "non-interested" Directors are also directors of
Dreyfus Asset Allocation Fund, Inc., Dreyfus California Municipal
Income, Inc., The Dreyfus Fund Incorporated, Dreyfus Municipal
Income, Inc., Dreyfus New York Municipal Income, Inc., Dreyfus
Short-Term Income Fund, Inc. and Dreyfus Worldwide Dollar Money
Market Fund, Inc., and trustees of Dreyfus Short-Intermediate Tax
Exempt Bond Fund. Each of the "non-interested" Directors, except
Mr. Glauber, is also a director of Dreyfus Liquid Assets, Inc.
and a trustee of Dreyfus Short-Intermediate Government Fund.
Mrs. Benson also is a director of The Dreyfus Socially
Responsible Growth Fund, Inc. and The Dreyfus Third Century Fund,
Inc.
Officers of the Fund Not Listed Above
MARK N. JACOBS, Vice President. Secretary and Deputy General
Counsel of the Manager and an officer of other
investment companies advised or administered by the
Manager.
JEFFREY N. NACHMAN, Vice President and Treasurer. Vice
President--Mutual Fund Accounting of the Manager and an
officer of other investment companies advised or
administered by the Manager.
PAUL R. CASTI, JR., Controller. Senior Accounting Manager of
the Fund Accounting Department of the Manager and an
officer of other investment companies advised or
administered by the Manager.
DANIEL C. MACLEAN, Secretary. Vice President and General
Counsel of the Manager and an officer of other
investment companies advised or administered by the
Manager.
CHRISTINE PAVALOS, Assistant Secretary. Assistant Secretary of
the Manager and other investment companies advised or
administered by the Manager.
STEVEN F. NEWMAN, Assistant Secretary. Associate General Counsel
of the Manager and an officer of other investment
companies advised or administered by the Manager.
The address of each officer of the Fund is 200 Park
Avenue, New York, New York 10166.
The following persons are also officers and/or
directors of the Manager: Julian M. Smerling, Vice Chairman of
the Board of Directors; Joseph S. DiMartino, President, Chief
Operating Officer and a Director; Alan M. Eisner, Vice President
and Chief Financial Officer; Robert F. Dubuss, Vice President;
Elie M. Genadry, Vice President--Institutional Sales; Peter A.
Santoriello, Vice President; Philip L. Toia, Vice President; Kirk
V. Stumpp, Vice President--New Products Development; John J.
Pyburn and Katherine C. Wickham, Assistant Vice Presidents;
Maurice Bendrihem, Controller; and Mandell L. Berman, Alvin E.
Friedman, Lawrence M. Greene, Abigail Q. McCarthy and David B.
Truman, directors.
MANAGEMENT AGREEMENT
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE
READ IN CONJUNCTION WITH THE SECTION IN THE FUND'S PROSPECTUS
ENTITLED "MANAGEMENT OF THE FUND."
The Manager provides management services pursuant to
the Management Agreement (the "Agreement") dated July 29, 1993,
as amended _________, 1994, with the Fund. As to each Portfolio,
the Agreement is subject to annual approval by (i) the Fund's
Board of Directors or (ii) vote of a majority (as defined in the
Act) of the outstanding voting securities of such Portfolio,
provided that in either event the continuance also is approved by
a majority of the Directors who are not "interested persons" (as
defined in the Act) of the Fund or the Manager, by vote cast in
person at a meeting called for the purpose of voting on such
approval. As to each Portfolio, the Agreement is terminable
without penalty, on 60 days' notice, by the Fund's Board of
Directors or by vote of the holders of a majority of such
Portfolio's shares, or, on not less than 90 days' notice, by the
Manager. The Agreement will terminate automatically, as to the
relevant Portfolio, in the event of its assignment (as defined in
the Act).
The Manager manages each Portfolio's investments in
accordance with the stated policies of such Portfolio, subject to
the approval of the Fund's Board of Directors. The Manager is
responsible for investment decisions, and provides the Fund with
Investment Officers who are authorized by the Board of Directors
to execute purchases and sales of securities. The Fund's
Investment Officers are Howard Stein, 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: organiza-
tional costs, taxes, interest, loan commitment fees, interest and
distributions paid on securities sold short, brokerage fees and
commissions, if any, fees of Directors who are not officers,
directors, employees or holders of 5% or more of the outstanding
voting securities of the Manager, Securities and Exchange
Commission fees, state Blue Sky qualification fees, advisory
fees, charges of custodians, transfer and dividend disbursing
agents' fees, certain insurance premiums, industry association
fees, outside auditing and legal expenses, costs of maintaining
the Fund's existence, costs of independent pricing services,
costs attributable to investor services (including, without
limitation, telephone and personnel expenses), costs of
shareholders' reports and meetings, costs of preparing and
printing certain prospectuses and statements of additional
information, and any extraordinary expenses. Expenses
attributable to a particular Portfolio are charged against the
assets of that Portfolio; other expenses of the Fund are
allocated between the Portfolios on the basis determined by the
Board of Directors, including, but not limited to,
proportionately in relation to the net assets of each Portfolio.
The Manager pays the salaries of all officers and
employees employed by both it and the Fund, maintains office
facilities and furnishes statistical and research data, clerical
help, accounting, data processing, bookkeeping and internal
auditing and certain other required services. The Manager also
may make such advertising and promotional expenditures, using its
own resources, as it from time to time deems appropriate.
As 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.
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 (the
"Plan") with respect to each Portfolio pursuant to which the Fund
reimburses the Distributor for certain allocated expenses with
respect to servicing and/or maintaining shareholder accounts.
A quarterly report of the amounts expended under the
Plan, and the purposes for which such expenditures were incurred,
must be made to the Directors for their review. In addition, the
Plan provides that material amendments of the Plan must be
approved by the Fund's Board of Directors, and by the Directors
who are not "interested persons" (as defined in the Act) of the
Fund and have no direct or indirect financial interest in the
operation of the Plan by vote cast in person at a meeting called
for the purpose of considering such amendments. The 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 Plan.
The 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 Plan.
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.
Transaction through Securities Dealers. In some
states, certain institutions effecting transactions in Fund
shares may be required to register as dealers pursuant to state
law.
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 the account is
closed or during the following calendar year, provided the
information on the old Account Application is still applicable.
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."
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 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. For more information with respect to signature-
guarantees, please call one of the telephone numbers listed on
the cover.
Redemption Commitment. The Fund has committed itself
to pay in cash all redemption requests by any shareholder of
record of a Portfolio, limited in amount during any 90-day period
to the lesser of $250,000 or 1% of the value of such Portfolio's
net assets at the beginning of such period. Such commitment is
irrevocable without the prior approval of the Securities and
Exchange Commission. In the case of requests for redemption in
excess of such amount, the Board of Directors reserves the right
to make payments in whole or in part in securities or other
assets in case of an emergency or any time a cash distribution
would impair the liquidity of the Portfolio to the detriment of
the existing shareholders. In such event, the securities would
be valued in the same manner as the Portfolio's securities are
valued. If the recipient sold such securities, brokerage charges
would be incurred.
Suspension of Redemptions. The right of redemption may
be suspended or the date of payment postponed (a) during any
period when the New York Stock Exchange is closed (other than
customary weekend and holiday closings), (b) when trading in the
markets the Fund ordinarily utilizes is restricted, or when an
emergency exists as determined by the Securities and Exchange
Commission so that disposal of the Fund's investments or
determination of its net asset value is not reasonably
practicable, or (c) for such other periods as the Securities and
Exchange Commission by order may permit to protect the Fund's
shareholders.
SHAREHOLDER SERVICES
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE
READ IN CONJUNCTION WITH THE SECTION IN THE FUND'S PROSPECTUS
ENTITLED "SHAREHOLDER SERVICES."
Exchange Privilege. Shares of other Portfolios of the
Fund or other funds purchased by exchange between funds or fund
accounts will be purchased on the basis of relative net asset
value per share. Exchanges of shares may be made only between
the investor's Eligible Retirement Plan account in one fund and
such investor's Eligible Retirement Plan account in another fund.
To use this Privilege, an investor must give exchange
instructions to the Transfer Agent in writing, by wire or by
telephone. Telephone exchanges may be made only if the
appropriate "YES" box has been checked on the Account
Application, or a separate signed Shareholder Services Form is on
file with the Transfer Agent. By using this Privilege, the
investor authorizes the Transfer Agent to act on telephonic,
telegraphic or written exchange instructions from any person
representing himself or herself to be the investor and reasonably
believed by the Transfer Agent to be genuine. Telephone
exchanges may be subject to limitations as to the amount involved
or the number of telephone exchanges permitted. Shares issued in
certificate form are not eligible for telephone exchange.
To establish a retirement plan by exchange, shares of
the fund being exchanged must have a value of at least the
minimum initial investment required for the fund into which the
exchange is being made. For Dreyfus-sponsored Keogh Plans, IRAs
and IRAs set up under a Simplified Employee Pension Plan ("SEP-
IRAs") with only one participant, the minimum initial investment
is $750. To exchange shares held in Corporate Plans, 403(b)(7)
Plans and SEP-IRAs with more than one participant, the minimum
initial investment is $100 if the plan has at least $2,500
invested among the funds in the Dreyfus Family of Funds. To
exchange shares held in a Retirement Plan account, the shares
exchanged must have a current value of at least $100.
Dreyfus Auto-Exchange Privilege. Dreyfus Auto-Exchange
permits an investor to purchase, in exchange for shares of a
Portfolio, shares of one of the other Portfolios of the Fund or
shares of another fund in the Dreyfus Family of Funds. This
Privilege is available only for existing accounts. Exchanges may
be made only between the investor's Eligible Retirement Plan
account in one fund and such investor's Eligible Retirement Plan
account in another fund. Shares will be exchanged on the basis
of relative net asset value. 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 the investor's 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.
The Exchange Privilege and Dreyfus Auto-Exchange are
available to shareholders resident in any state in which shares
of the fund being acquired may legally be sold. Shares may be
exchanged only between accounts having identical names and other
identifying designations.
Shareholder Services Forms and prospectuses of the
other funds may be obtained from the Distributor, 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144. The Fund
reserves the right to reject any exchange request in whole or in
part. The Exchange Privilege or Dreyfus Auto-Exchange Privilege
may be modified or terminated at any time upon notice to
shareholders.
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,
are accrued daily and taken into account for the purpose of
determining the net asset value of Fund shares.
Restricted securities, as well as securities or other
assets for which market quotations are not readily available, or
are not valued by a pricing service approved by the Board of
Directors, are valued at fair value as determined in good faith
by the Board of Directors. The Board of Directors will review
the method of valuation on a current basis. In making their good
faith valuation of restricted securities, the Directors generally
will take the following factors into consideration: restricted
securities which are securities of the same class of securities
for which a public market exists usually will be valued at market
value less the same percentage discount at which purchased. This
discount will be revised periodically by the Board of Directors
if the Directors believe that it no longer reflects the value of
the restricted securities. Restricted securities not of the same
class as securities for which a public market exists usually will
be valued initially at cost. Any subsequent adjustment from cost
will be based upon considerations deemed relevant by the Board of
Directors.
New York Stock Exchange Closings. The holidays (as
observed) on which the New York Stock Exchange is closed
currently are: New Year's Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving and
Christmas.
DIVIDENDS, DISTRIBUTIONS AND TAXES
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE
READ IN CONJUNCTION WITH THE SECTION IN THE FUND'S PROSPECTUS
ENTITLED "DIVIDENDS, DISTRIBUTIONS AND TAXES."
It is expected that each Portfolio will qualify as a
"regulated investment company" under the Internal Revenue Code of
1986, as amended (the "Code"), as long as such qualification is
in the best interests of its shareholders. Qualification as a
regulated investment company relieves each Portfolio from any
liability for Federal income taxes to the extent its earnings are
distributed in accordance with applicable provisions of the Code.
The term "regulated investment company" does not imply the
supervision of management or investment practices or policies by
any government agency.
Any dividend or distribution paid shortly after an
investor's purchase may have the effect of reducing the net asset
value of the shares below the cost of his investment. Such a
dividend or distribution would be a return on investment in an
economic sense, although taxable as stated above. In addition,
the Code provides that if a shareholder holds shares of the Fund
for six months or less and has received a capital gain
distribution with respect to such shares, any loss incurred on
the sale of such shares will be treated as a long-term capital
loss to the extent of the capital gain distribution received.
Under Section 1256 of the Code, any gain or loss
realized by a Portfolio from certain futures and forward
contracts and options transactions will be treated as 60%
long-term capital gain or loss and 40% short-term capital gain or
loss. Gain or loss will arise upon exercise or lapse of such
contracts and options as well as from closing transactions. In
addition, any such contracts or options remaining unexercised at
the end of the Portfolio's taxable year will be treated as sold
for their then fair market value, resulting in additional gain or
loss to such Portfolio characterized in the manner described
above.
Offsetting positions held by a Portfolio involving
certain contracts or options may constitute "straddles."
"Straddles" are defined to include "offsetting positions" in
actively traded personal property. The tax treatment of
"straddles" is governed by Sections 1092 and 1258 of the Code,
which, in certain circumstances, overrides or modifies the
provisions of Section 1256 and 988. As such, all or a portion of
any short-term or long-term capital gain from certain "straddle"
transactions may be recharacterized to ordinary income. If a
Portfolio were treated as entering into "straddles" by reason of
its engaging in certain forward contracts or options
transactions, such "straddles" would be characterized as "mixed
straddles" if the forward contracts or options transactions
comprising a part of such "straddles" were governed by Section
1256 of the Code. A Portfolio may make one or more elections
with respect to "mixed straddles." Depending on which election
is made, if any, the results to the Portfolio may differ. If no
election is made to the extent the "straddle" and conversion
transactions rules apply to positions established by the
Portfolio, losses realized by the Portfolio will be deferred to
the extent of unrealized gain in the offsetting position.
Moreover, as a result of the "straddle" rules, short-term capital
loss on "straddle" positions may be recharacterized as long-term
capital loss, and long-term capital gains may be treated as
short-term capital gains or ordinary income.
Investment by a Portfolio in securities issued or
acquired at a discount, or providing for deferred interest or for
payment of interest in the form of additional obligations could
under special tax rules affect the amount, timing and character
of distributions to shareholders by causing a Portfolio to
recognize income prior to the receipt of cash payments. For
example, a Portfolio could be required to accrue a portion of the
discount (or deemed discount) at which the securities were issued
and to distribute such income in order to maintain its qualifica-
tion 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
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.
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."
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.
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 4500 Index and other industry
publications. From time to time, the Fund may compare its
performance against inflation with the performance of other
instruments against inflation, such as short-term Treasury Bills
(which are direct obligations of the U.S. Government) and FDIC-
insured bank money market accounts. In addition, advertising for
the Fund may indicate that investors may consider diversifying
their investment portfolios in order to seek protection of the
value of their assets against inflation. From time to time,
advertising materials for the Fund may refer to or discuss then-
current or past economic or financial conditions, developments
and/or events.
From time to time, the Fund may compare its performance
with the performance of other instruments, such as certificates
of deposit and bank money market accounts which are FDIC-insured.
From time to time, advertising materials for the Fund may refer
to Morningstar ratings and related analyses supporting such
ratings.
INFORMATION ABOUT THE FUND
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE
READ IN CONJUNCTION WITH THE SECTION IN THE FUND'S PROSPECTUS
ENTITLED "GENERAL INFORMATION."
Each Portfolio share has one vote and, when issued and
paid for in accordance with the terms of the offering, is fully
paid and non-assessable. Portfolio shares are of one class and
have equal rights as to dividends and in liquidation. Shares have
no preemptive, subscription or conversion rights and are freely
transferable.
The Fund will send annual and semi-annual financial
statements to all its shareholders.
CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT, COUNSEL
AND INDEPENDENT AUDITORS
The Bank of New York, 110 Washington Street, New York,
New York 10286, is the Fund's custodian. The Shareholder
Services Group, Inc., a subsidiary of First Data Corporation,
P.O. Box 9671, Providence, Rhode Island 02940-9671, is the Fund's
transfer and dividend disbursing agent. Neither The Bank of New
York nor The Shareholder Services Group, Inc. has any part in
determining the investment policies of the Fund or which
securities are to be purchased or sold by the Fund.
Stroock & Stroock & Lavan, 7 Hanover Square, New York,
New York 10004-2696, as counsel for the Fund, has rendered its
opinion as to certain legal matters regarding the due
authorization and valid issuance of the shares of common stock
being sold pursuant to the Fund's Prospectus.
Ernst & Young, 787 Seventh Avenue, New York, New York
10019, independent auditors, have been selected as auditors of
the Fund.
<PAGE>
FINANCIAL STATEMENTS
[To be filed by Amendment]
<PAGE>
DREYFUS GROWTH ALLOCATION FUND, INC.
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits - List
(a) Financial Statements included in the Statement of
Additional Information:
(1) Statement of Assets and Liabilities as of
July 21, 1993*
(2) Report of Ernst & Young, Independent Auditors,
dated July 21, 1993*
(b) Exhibits:
(1)(a) Registrant's Articles of Incorporation are
incorporated by reference to Exhibit (1) of Pre-Effective
Amendment No. 1 to the Registration Statement on Form N-1A, filed
on July 23, 1993.
(1)(b) Form of Amendment to the Registrant's Articles of
Incorporation.*
(2) Registrant's By-Laws are incorporated by reference to
Exhibit (2) of Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-1A, filed on July 23,
1993.
(5)(a) Management Agreement is incorporated by reference to
Exhibit (5) of Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-1A, filed on July 23,
1993.
(5)(b) Form of Management Agreement, as revised.*
(6)(a) Distribution Agreement is incorporated by reference to
Exhibit (6) of Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-1A, filed on July 23,
1993.
(6)(b) Form of Distribution Agreement, as revised.*
(8) Custody Agreement is incorporated by reference to Exhibit
(8) of Pre-Effective Amendment No. 1 to the Registration
Statement on Form N-1A, filed on July 23, 1993.
(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 July 23, 1993.
(11) Consent of Independent Auditors.*
________________
* To be filed by Amendment.
Item 24. Financial Statements and Exhibits - List
(continued)
Other Exhibits
(a) Certificate of Secretary is incorporated by reference to
Other Exhibit of Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-1A, filed on July 23,
1993.
Item 25. Persons Controlled by or under Common Control with
Registrant
Not Applicable
Item 26. Number of Holders of Securities.
(1) (2)
Number of Record Holders
Title of Class as of August 4, 1994
Shares of Common Stock,
par value $.01 per share
Dreyfus Total
Return Portfolio. . . . . . . . . . . . . . . 1
Dreyfus Income Portfolio. . . . . . . . . . . .0
Dreyfus Growth Portfolio. . . . . . . . . . . .0
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 July 23,
1993.
Reference is also made to the Distribution Agreement attached
as
Exhibit (6) of Pre-Effective Amendment No. 1 to the Registration
Statement on Form N-1A, filed on July 23, 1993.
Item 28. Business and Other Connections of Investment Adviser
(a) Investment Adviser - The Dreyfus Corporation
The Dreyfus Corporation ("Dreyfus") and subsidiary companies
comprise a financial service organization whose business consists
primarily of providing investment management services as the
investment adviser, manager
and distributor for sponsored investment companies registered
under the Investment Company Act of 1940 and as an investment
adviser to institutional and individual accounts. Dreyfus also
serves as sub-investment adviser to and/or administrator of other
investment companies.
Dreyfus Service Corporation, a wholly-owned subsidiary of
Dreyfus, serves
primarily as distributor of shares of investment companies
sponsored by
Dreyfus and of investment companies for which Dreyfus acts as
sub-investment adviser and administrator. Dreyfus Management,
Inc., another
wholly-owned subsidiary, provides investment management services
to various pension plans, institutions and individuals.
Officers and Directors of Dreyfus
Name and Position with
Dreyfus Other Businesses
MANDELL L. BERMAN Real estate consultant and private investor
Director 29100 Northwestern Highway - Suite 370
Southfield, Michigan 48034;
Past Chairman of the Board of Trustees of
Skillman Foundation;
Member of the Board of Vintners International
ALVIN E. FRIEDMAN Senior Adviser to Dillon, Read & Co. Inc.
Director 535 Madison Avenue
New York, New York 10022;
Director and member of the Executive
Committee of Avnet, Inc.**
ABIGAIL Q. McCARTHY Author, lecturer, columnist and educational
Director consultant
2126 Connecticut Avenue
Washington, D.C. 20008
DAVID B. TRUMAN Educational consultant;
Director Past President of the Russell Sage
Foundation
230 Park Avenue
New York, New York 10017;
Past President of Mount Holyoke College
South Hadley, Massachusetts 01075;
Former Director:
Student Loan Marketing Association
1055 Thomas Jefferson Street, N.W.
Washington, D.C. 20006;
Former Trustee:
College Retirement Equities Fund
730 Third Avenue
New York, New York 10017
HOWARD STEIN Chairman of the Board, President
Chairman of the Board and Investment Officer:
and Chief Executive Dreyfus Capital Growth Fund (A Premier
Officer Fund)++;
Chairman of the Board and Investment
Officer:
The Dreyfus Fund Incorporated++;
Dreyfus New Leaders Fund, Inc.++;
The Dreyfus Socially Responsible Growth Fund,
Inc.++;
The Dreyfus Third Century Fund, Inc.++;
Chairman of the Board:
Dreyfus Acquisition Corporation*;
Dreyfus America Fund++++;
The Dreyfus Consumer Credit Corporation*;
Dreyfus Land Development Corporation*;
Dreyfus Management, Inc.*;
Dreyfus Service Corporation*;
Chairman of the Board and Chief Executive
Officer:
Major Trading Corporation*;
President, Managing General Partner and
Investment Officer:
Dreyfus Global Growth, L.P. (A Strategic
Fund)++;
Dreyfus Strategic Growth, L.P.++;
Director, President and Investment Officer:
Dreyfus Appreciation Fund, Inc.++;
Dreyfus Asset Allocation Fund, Inc.++;
Dreyfus Capital Value Fund (A Premier
Fund)++;
Dreyfus Focus Funds, Inc.++;
Dreyfus Growth Opportunity Fund, Inc.++;
The 401(k) Fund++;
Premier Growth Fund, Inc.++;
Director and Investment Officer:
Dreyfus Growth and Income Fund, Inc.++;
President:
Dreyfus Consumer Life Insurance Company*;
Director:
Avnet, Inc.**;
Comstock Partners Strategy Fund, Inc.***;
Dreyfus A Bonds Plus, Inc.++;
Dreyfus BASIC Money Market Fund, Inc.++;
The Dreyfus Fund International Limited++++++;
Dreyfus Global Bond Fund, Inc.++;
Dreyfus Insured Municipal Bond
Fund, Inc.++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Money Market Instruments,
Inc.++;
Dreyfus Municipal Bond Fund, Inc.++;
Dreyfus Municipal Money Market
Fund, Inc.++;
Dreyfus New Jersey Municipal Bond
Fund, Inc.++;
Dreyfus Partnership Management, Inc.*;
Dreyfus Personal Management, Inc.*;
Dreyfus Precious Metals, Inc.*;
Dreyfus Realty Advisors, Inc.+++;
Dreyfus Service Organization, Inc.*;
Dreyfus Strategic Governments
Income, Inc.++;
The Dreyfus Trust Company++;
General Government Securities Money
Market Fund, Inc.++;
General Money Market Fund, Inc.++;
General Municipal Money Market
Fund, Inc.++;
Seven Six Seven Agency, Inc.*;
World Balanced Fund++++;
Trustee and Investment Officer:
Dreyfus Short-Intermediate Government
Fund++;
Dreyfus Strategic Investing++;
Dreyfus Variable Investment Fund++;
Trustee:
Corporate Property Investors
New York, New York;
Dreyfus BASIC U.S. Government Money Market
Fund++;
Dreyfus California Tax Exempt Money
Market Fund++;
Dreyfus Institutional Money Market
Fund++;
Dreyfus Institutional Short Term Treasury
Fund++;
Dreyfus Investors GNMA Fund++;
Dreyfus 100% U.S. Treasury Intermediate Term
Fund++;
Dreyfus 100% U.S. Treasury Long Term Fund++;
Dreyfus 100% U.S. Treasury Money Market
Fund++;
Dreyfus 100% U.S. Treasury Short Term Fund++;
Dreyfus Strategic Income++
JULIAN M. SMERLING Director and Executive Vice President:
Vice Chairman of the Dreyfus Service Corporation*;
Board of Directors Director and Vice President:
Dreyfus Consumer Life Insurance Company*;
Dreyfus Service Organization, Inc.*;
Director and Vice Chairman:
The Dreyfus Trust Company++;
The Dreyfus Trust Company (N.J.)++;
Director:
The Dreyfus Consumer Credit Corporation*;
Dreyfus Partnership Management, Inc.*;
Seven Six Seven Agency, Inc.*
JOSEPH S. DiMARTINO Director and Chairman of the Board:
President, Chief The Dreyfus Trust Company++;
Operating Officer Director, President and
and Director Investment Officer:
Dreyfus Cash Management Plus, Inc.++;
Dreyfus Global Bond Fund, Inc.++;
Dreyfus International Equity Fund, Inc.++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Money Market Instruments, Inc.++;
Dreyfus Worldwide Dollar
Money Market Fund, Inc.++;
General Government Securities
Money Market Fund, Inc.++;
General Money Market Fund, Inc.++;
Director and President:
Dreyfus Acquisition Corporation*;
The Dreyfus Consumer Credit Corporation*;
Dreyfus Edison Electric Index Fund, Inc.++;
Dreyfus Partnership Management, Inc.*;
Dreyfus Stock Index Fund++;
The Dreyfus Trust Company (N.J.)++;
Dreyfus-Wilshire Target Funds, Inc.++;
First Prairie Municipal Bond Fund++;
Peoples Index Fund, Inc.++;
Peoples S&P MidCap Index Fund, Inc.++;
Trustee, President and Investment Officer:
Dreyfus Cash Management++;
Dreyfus Government Cash Management++;
Dreyfus Institutional Money Market Fund++;
Dreyfus Short-Intermediate Government Fund++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash
Management++;
Dreyfus Variable Investment Fund++;
Premier GNMA Fund++;
Trustee and President:
First Prairie Cash Management++;
First Prairie Diversified Asset Fund++;
First Prairie Money Market Fund++;
First Prairie Municipal Money Market Fund++;
First Prairie U.S. Government Income Fund++;
First Prairie U.S. Treasury Securities Cash
Management++;
Trustee, Vice President and Investment Officer:
Dreyfus Institutional Short Term Treasury
Fund++;
Trustee and Investment Officer:
Premier GNMA Fund++;
Director and Executive Vice President:
Dreyfus Service Corporation*;
Director, Vice President and Investment
Officer:
Dreyfus Balanced Fund, Inc.++;
Dreyfus International Equity Fund, Inc.++;
Director and Vice President:
Dreyfus Service Organization, Inc.*;
General Municipal Bond Fund, Inc.++;
General Municipal Money Market Fund, Inc.++;
Director and Investment Officer:
Dreyfus A Bonds Plus, Inc.++;
Dreyfus Appreciation Fund, Inc.++;
Dreyfus Short-Term Income Fund, Inc.++;
Premier Growth Fund, Inc.++;
Director:
Dreyfus Management, Inc.*;
Dreyfus Personal Management, Inc.*;
Noel Group, Inc.
667 Madison Avenue
New York, New York 10021;
Trustee:
Bucknell University
Lewisburg, Pennsylvania 17837;
President and Investment Officer:
Dreyfus BASIC Money Market Fund, Inc.++;
Dreyfus BASIC U.S. Government Money Market
Fund++;
Vice President and former Treasurer and
Director:
National Muscular Dystrophy Association
810 Seventh Avenue
New York, New York 10019;
Vice President:
Dreyfus Consumer Life Insurance Company*;
Investment Officer:
The Dreyfus Fund Incorporated++;
Dreyfus Investors GNMA Fund++;
Dreyfus 100% U.S. Treasury Intermediate Term
Fund++;
Dreyfus 100% U.S. Treasury Long Term Fund++;
Dreyfus 100% U.S. Treasury Money Market
Fund++;
Dreyfus 100% U.S. Treasury Short Term Fund++;
Director, President and Chief Operating
Officer:
Major Trading Corporation*
LAWRENCE M. GREENE Chairman of the Board:
Legal Consultant The Dreyfus Security Savings Bank, F.S.B.+;
and Director Director and Executive Vice President:
Dreyfus Service Corporation*;
Director and Vice President:
Dreyfus Acquisition Corporation*;
Dreyfus Consumer Life Insurance Company*;
Dreyfus Service Organization, Inc.*;
Director:
Dreyfus America Fund++++;
Dreyfus BASIC Municipal Fund++;
Dreyfus California Tax Exempt Bond Fund,
Inc.++;
Dreyfus Capital Value Fund (A Premier
Fund)++;
Dreyfus Connecticut Municipal Money
Market Fund, Inc.++;
Dreyfus GNMA Fund, Inc.++;
Dreyfus Intermediate Municipal
Bond Fund, Inc.++;
Dreyfus-Lincoln, Inc.*;
Dreyfus Management, Inc.*;
Dreyfus Michigan Municipal Money
Market Fund, Inc.++;
Dreyfus New Jersey Municipal
Money Market Fund, Inc.++;
Dreyfus New Leaders Fund, Inc.++;
Dreyfus New York Tax Exempt
Bond Fund, Inc.++;
Dreyfus Ohio Municipal
Money Market Fund, Inc.++;
Dreyfus Precious Metals, Inc.*;
Dreyfus Thrift & Commerce+++;
The Dreyfus Trust Company (N.J.)++;
Seven Six Seven Agency, Inc.*;
Vice President:
Dreyfus Growth Opportunity Fund, Inc.++;
Trustee:
Dreyfus Massachusetts Municipal
Money Market Fund++;
Dreyfus Massachusetts Tax Exempt Bond Fund++;
Dreyfus New York Tax Exempt Intermediate
Bond Fund++;
Dreyfus New York Tax Exempt Money Market
Fund++;
Dreyfus Pennsylvania Municipal
Money Market Fund++;
Investment Officer:
The Dreyfus Fund Incorporated++
ROBERT F. DUBUSS Director and Treasurer:
Vice President Major Trading Corporation*;
Director and Vice President:
The Dreyfus Consumer Credit Corporation*;
The Truepenny Corporation*;
Vice President:
Dreyfus Consumer Life Insurance
Company*;
Treasurer:
Dreyfus Management, Inc.*;
Dreyfus Precious Metals, Inc.*;
Dreyfus Service Corporation*;
Assistant Treasurer:
The Dreyfus Fund Incorporated++;
Director:
The Dreyfus Trust Company++;
The Dreyfus Trust Company (N.J.)++;
Dreyfus Thrift & Commerce****
ALAN M. EISNER Director and President:
Vice President and The Truepenny Corporation*;
Chief Financial Officer Vice President and Chief Financial
Officer:
Dreyfus Acquisition Corporation*;
Dreyfus Consumer Life Insurance
Company*;
Treasurer:
Dreyfus Realty Advisors, Inc.+++;
Director, Treasurer and Financial Officer:
The Dreyfus Trust Company++;
The Dreyfus Trust Company (N.J.)++;
Director:
Dreyfus Thrift & Commerce****;
Director and Vice President:
The Dreyfus Consumer Credit Corporation*
DAVID W. BURKE Director and Vice President:
Vice President and The Dreyfus Trust Company++;
Chief Administrative Formerly, President:
Officer CBS News, a division of CBS, Inc.
524 West 57th Street
New York, New York 10019;
Director:
Dreyfus Asset Allocation Fund, Inc.++;
Dreyfus BASIC Money Market Fund, Inc.++;
Dreyfus BASIC Municipal Fund++;
Dreyfus California Municipal Income, Inc.++;
Dreyfus California Tax Exempt Bond Fund,
Inc.++;
Dreyfus Capital Value Fund (A Premier
Fund)++;
Dreyfus Cash Management Plus, Inc.++;
Dreyfus Connecticut Municipal Money Market
Fund, Inc.++;
The Dreyfus Fund Incorporated++;
Dreyfus Insured Municipal Bond Fund, Inc.++;
Dreyfus Intermediate Municipal Bond Fund,
Inc.++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Michigan Municipal Money Market Fund,
Inc.++;
Dreyfus Municipal Bond Fund, Inc.++;
Dreyfus Municipal Income, Inc.++;
Dreyfus Municipal Money Market Fund, Inc.++;
Dreyfus New Jersey Municipal Money Market
Fund, Inc.++;
Dreyfus New Leaders Fund, Inc.++;
Dreyfus New York Municipal Income, Inc.++;
Dreyfus New York Tax Exempt Bond Fund,
Inc.++;
Dreyfus Ohio Municipal Money Market Fund,
Inc.++;
Dreyfus Short-Term Income Fund, Inc.++;
Dreyfus Strategic Governments Income, Inc.++;
Dreyfus Strategic Municipals, Inc.++;
Dreyfus Strategic Municipal Bond Fund,
Inc.++;
Dreyfus Worldwide Dollar Money Market Fund,
Inc.++;
The 401(k) Fund++;
Trustee:
Dreyfus BASIC U.S. Government Money Market
Fund++;
Dreyfus California Intermediate Municipal
Bond Fund++;
Dreyfus California Tax Exempt Money Market
Fund++;
Dreyfus Cash Management++;
Dreyfus Connecticut Intermediate Municipal
Bond Fund++;
Dreyfus Government Cash Management++;
Dreyfus Institutional Short Term Treasury
Fund++;
Dreyfus Massachusetts Intermediate Municipal
Bond Fund++;
Dreyfus Massachusetts Municipal Money Market
Fund++;
Dreyfus Massachusetts Tax Exempt Bond Fund++;
Dreyfus Municipal Cash Management Plus++;
Dreyfus New Jersey Intermediate Municipal
Bond Fund++;
Dreyfus New York Municipal Cash Management++;
Dreyfus New York Tax Exempt Intermediate Bond
Fund++;
Dreyfus Pennsylvania Intermediate Municipal
Bond Fund++;
Dreyfus Pennsylvania Municipal Money Market
Fund++;
Dreyfus Short-Intermediate Government Fund++;
Dreyfus Strategic Income++;
Dreyfus Strategic Investing++;
Dreyfus Tax Exempt Cash Management++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash Management++
ELIE M. GENADRY President:
Vice President- Institutional Services Division of
Institutional Sales Dreyfus Service Corporation*;
Broker-Dealer Division of Dreyfus Service
Corporation*;
Group Retirement Plans Division of Dreyfus
Service Corporation;
Executive Vice President:
Dreyfus Service Corporation*;
Dreyfus Service Organization, Inc.*;
Senior Vice President:
Dreyfus Cash Management++;
Dreyfus Cash Management Plus, Inc.++;
Dreyfus Edison Electric Index Fund, Inc.++;
Dreyfus Government Cash Management++;
Dreyfus Institutional Short Term Treasury
Fund++;
Dreyfus Municipal Cash
Management Plus++;
Dreyfus New York Municipal Cash
Management++;
Dreyfus Stock Index Fund++;
Dreyfus Tax Exempt Cash Management++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash Management++;
Dreyfus-Wilshire Target Funds, Inc.++;
Peoples Index Fund, Inc.++;
Peoples S&P MidCap Index Fund, Inc.++;
Vice President:
The Dreyfus Trust Company++;
Premier California Municipal Bond
Fund++;
Premier Insured Municipal Bond Fund++;
Premier Municipal Bond Fund++;
Premier New York Municipal Bond Fund++;
Vice President-Sales:
The Dreyfus Trust Company (N.J.)++;
Treasurer:
Pacific American Fund+++++
DANIEL C. MACLEAN Director, Vice President and Secretary:
Vice President and Dreyfus Precious Metals, Inc.*;
General Counsel Director and Vice President:
The Dreyfus Consumer Credit Corporation*;
The Dreyfus Trust Company (N.J.)++;
Director and Secretary:
Dreyfus Partnership Management, Inc.*;
Major Trading Corporation*;
The Truepenny Corporation+;
Director:
Dreyfus America Fund++++;
Dreyfus Consumer Life Insurance
Company*;
The Dreyfus Trust Company++;
Vice President:
Dreyfus Appreciation Fund, Inc.++;
Dreyfus BASIC Municipal Fund++;
Dreyfus California Tax Exempt Bond Fund,
Inc.++;
Dreyfus California Tax Exempt Money
Market Fund++;
Dreyfus Capital Value Fund (A Premier
Fund)++;
Dreyfus Cash Management++;
Dreyfus Cash Management Plus, Inc.++;
Dreyfus Connecticut Municipal Money
Market Fund, Inc.++;
Dreyfus Edison Electric Index Fund, Inc.++;
Dreyfus Florida Intermediate Municipal Bond
Fund++;
Dreyfus Focus Funds, Inc.++;
Dreyfus GNMA Fund, Inc.++;
Dreyfus Government Cash Management++;
Dreyfus Growth and Income Fund, Inc.++;
Dreyfus Growth Opportunity Fund, Inc.++;
Dreyfus Institutional Short Term Treasury
Fund++;
Dreyfus Insured Municipal Bond Fund, Inc.++;
Dreyfus Intermediate Municipal
Bond Fund, Inc.++;
Dreyfus Investors GNMA Fund++;
Dreyfus Massachusetts Municipal
Money Market Fund++;
Dreyfus Massachusetts Tax Exempt Bond Fund++;
Dreyfus Michigan Municipal Money Market Fund,
Inc.++;
Dreyfus Municipal Cash
Management Plus++;
Dreyfus New Jersey Municipal
Money Market Fund, Inc.++;
Dreyfus New Leaders Fund, Inc.++;
Dreyfus New York Insured Tax Exempt Bond
Fund++;
Dreyfus New York Municipal Cash Management++;
Dreyfus New York Tax Exempt Bond Fund,
Inc.++;
Dreyfus New York Tax Exempt Intermediate Bond
Fund++;
Dreyfus New York Tax Exempt Money Market
Fund++;
Dreyfus Ohio Municipal Money
Market Fund, Inc.++;
Dreyfus Pennsylvania Municipal Money Market
Fund++;
Dreyfus Short-Intermediate Government Fund++;
Dreyfus Short-Intermediate Municipal Bond
Fund++;
The Dreyfus Socially Responsible Growth Fund,
Inc.++;
Dreyfus Stock Index Fund++;
Dreyfus Tax Exempt Cash Management++;
The Dreyfus Third Century Fund, Inc.++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash Management++;
Dreyfus-Wilshire Target Funds, Inc.++;
First Prairie Cash Management++;
First Prairie Diversified Asset Fund++;
First Prairie Money Market Fund++;
First Prairie Municipal Bond Fund++;
First Prairie Municipal Money Market Fund++;
First Prairie U.S. Government Income Fund++;
First Prairie U.S. Treasury Securities Cash
Management++;
General California Municipal Money Market
Fund++;
General Government Securities
Money Market Fund, Inc.++;
General Money Market Fund, Inc.++;
General Municipal Bond Fund, Inc.++;
General Municipal Money Market Fund, Inc.++;
General New York Municipal Bond Fund, Inc.++;
General New York Municipal Money
Market Fund++;
Peoples Index Fund, Inc.++;
Peoples S&P MidCap Index Fund, Inc.++;
Premier California Municipal Bond
Fund++;
Premier GNMA Fund++;
Premier Growth Fund, Inc.++;
Premier Insured Municipal Bond Fund++;
Premier Municipal Bond Fund++;
Premier New York Municipal Bond Fund++;
Premier State Municipal Bond Fund++;
Secretary:
Dreyfus A Bonds Plus, Inc.++;
Dreyfus Acquisition Corporation*;
Dreyfus Asset Allocation Fund, Inc.++;
Dreyfus Balanced Fund, Inc.++;
Dreyfus BASIC Money Market Fund, Inc.++;
Dreyfus BASIC U.S. Government Money Market
Fund++;
Dreyfus California Intermediate Municipal
Bond Fund++;
Dreyfus California Municipal Income, Inc.++;
Dreyfus Capital Growth Fund (A Premier
Fund)++;
Dreyfus Connecticut Intermediate Municipal
Bond Fund++;
Dreyfus Florida Municipal Money Market
Fund++;
The Dreyfus Fund Incorporated++;
Dreyfus Global Bond Fund, Inc.++;
Dreyfus Global Growth, L.P. (A Strategic
Fund)++;
Dreyfus Institutional Money Market Fund++;
Dreyfus International Equity Fund, Inc.++;
Dreyfus Massachusetts Intermediate Municipal
Bond Fund++;
Dreyfus Money Market Instruments, Inc.++;
Dreyfus Municipal Bond Fund, Inc.++;
Dreyfus Municipal Income, Inc.++;
Dreyfus Municipal Money Market
Fund, Inc.++;
Dreyfus New Jersey Intermediate Municipal
Bond Fund++;
Dreyfus New Jersey Municipal
Bond Fund, Inc.++;
Dreyfus New York Municipal Income, Inc.++;
Dreyfus 100% U.S. Treasury Intermediate Term
Fund++;
Dreyfus 100% U.S. Treasury Long Term Fund++;
Dreyfus 100% U.S. Treasury Money Market
Fund++;
Dreyfus 100% U.S. Treasury Short Term Fund++;
Dreyfus Pennsylvania Intermediate Municipal
Bond Fund++;
Dreyfus Service Corporation*;
Dreyfus Service Organization, Inc.*;
Dreyfus Short-Term Income Fund, Inc.++;
Dreyfus Strategic Governments
Income, Inc.++;
Dreyfus Strategic Growth, L.P.++;
Dreyfus Strategic Income++;
Dreyfus Strategic Investing++;
Dreyfus Strategic Municipal Bond Fund,
Inc.++;
Dreyfus Strategic Municipals, Inc.++;
Dreyfus Variable Investment Fund++;
Dreyfus Worldwide Dollar Money Market
Fund, Inc.++;
The 401(k) Fund++;
General California Municipal Bond Fund,
Inc.++;
Premier Global Investing++;
Seven Six Seven Agency, Inc.*;
Director and Assistant Secretary:
The Dreyfus Fund International Limited++++++
JEFFREY N. NACHMAN Vice President-Financial:
Vice President-Mutual Dreyfus A Bonds Plus, Inc.++;
Fund Accounting Dreyfus Appreciation Fund, Inc.++;
Dreyfus California Municipal Income, Inc.++;
Dreyfus California Tax Exempt Bond
Fund, Inc.++;
Dreyfus California Tax Exempt Money Market
Fund++;
Dreyfus Capital Growth Fund (A Premier
Fund)++;
Dreyfus Capital Value Fund (A Premier
Fund)++;
Dreyfus Cash Management++;
Dreyfus Cash Management Plus, Inc.++;
Dreyfus Connecticut Municipal Money Market
Fund, Inc.++;
The Dreyfus Fund Incorporated++;
Dreyfus Global Growth, L.P. (A Strategic
Fund)++;
Dreyfus GNMA Fund, Inc.++;
Dreyfus Government Cash Management++;
Dreyfus Growth Opportunity Fund, Inc.++;
Dreyfus Institutional Money Market Fund++;
Dreyfus Insured Municipal Bond Fund,
Inc.++;
Dreyfus Intermediate Municipal Bond Fund,
Inc.++;
Dreyfus Investors GNMA Fund++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Massachusetts Municipal Money Market
Fund++;
Dreyfus Massachusetts Tax Exempt Bond Fund++;
Dreyfus Michigan Municipal Money Market Fund,
Inc.++;
Dreyfus Money Market Instruments, Inc.++;
Dreyfus Municipal Bond Fund, Inc.++;
Dreyfus Municipal Cash Management Plus++;
Dreyfus Municipal Income, Inc.++;
Dreyfus Municipal Money Market Fund, Inc.++;
Dreyfus New Jersey Municipal Bond Fund,
Inc.++;
Dreyfus New Jersey Municipal Money
Market Fund, Inc.++;
Dreyfus New Leaders Fund, Inc.++;
Dreyfus New York Insured Tax Exempt Bond
Fund++;
Dreyfus New York Municipal Income, Inc.++;
Dreyfus New York Tax Exempt Bond Fund,
Inc.++;
Dreyfus New York Tax Exempt Intermediate
Bond Fund++;
Dreyfus New York Tax Exempt Money Market
Fund++;
Dreyfus Ohio Municipal Money Market
Fund, Inc.++;
Dreyfus 100% U.S. Treasury Intermediate Term
Fund++;
Dreyfus 100% U.S. Treasury Long Term Fund++;
Dreyfus 100% U.S. Treasury Money Market
Fund++;
Dreyfus 100% U.S. Treasury Short Term Fund++;
Dreyfus Pennsylvania Municipal Money Market
Fund++;
Dreyfus Short-Intermediate Government Fund++;
Dreyfus Short-Intermediate Municipal Bond
Fund++;
Dreyfus Stock Index Fund++;
Dreyfus Strategic Governments Income, Inc.++;
Dreyfus Strategic Growth, L.P.++;
Dreyfus Strategic Income++;
Dreyfus Strategic Investing++;
Dreyfus Strategic Municipal Bond Fund,
Inc.++;
Dreyfus Strategic Municipals, Inc.++;
Dreyfus Tax Exempt Cash Management++;
The Dreyfus Third Century Fund, Inc.++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash Management++;
Dreyfus Variable Investment Fund++;
Dreyfus Worldwide Dollar Money Market Fund,
Inc.++;
First Prairie Diversified Asset Fund++;
First Prairie Money Market Fund++;
First Prairie Municipal Bond Fund++;
First Prairie Municipal Money Market Fund++;
General California Municipal Bond Fund,
Inc.++;
General California Municipal Money Market
Fund++;
General Government Securities Money Market
Fund, Inc.++;
General Money Market Fund, Inc.++;
General Municipal Bond Fund, Inc.++;
General Municipal Money Market
Fund, Inc.++;
General New York Municipal Bond Fund,
Inc.++;
General New York Municipal Money
Market Fund++;
Peoples Index Fund, Inc.++;
Premier California Municipal Bond
Fund++;
Premier GNMA Fund++;
Premier Municipal Bond Fund++;
Premier New York Municipal Bond Fund++;
Premier State Municipal Bond Fund++;
Vice President and Treasurer:
Dreyfus Asset Allocation Fund, Inc.++;
Dreyfus Balanced Fund, Inc.++;
Dreyfus BASIC Money Market Fund, Inc.++;
Dreyfus BASIC Municipal Fund++;
Dreyfus BASIC U.S. Government Money Market
Fund++;
Dreyfus California Intermediate Municipal
Bond Fund++;
Dreyfus Connecticut Intermediate Municipal
Bond Fund++;
Dreyfus Edison Electric Index Fund, Inc.++;
Dreyfus Florida Intermediate Municipal Bond
Fund++;
Dreyfus Florida Municipal Money Market
Fund++;
Dreyfus Focus Funds, Inc.++;
Dreyfus Global Bond Fund, Inc.++;
Dreyfus Growth and Income Fund, Inc.++;
Dreyfus Institutional Short Term Treasury
Fund++;
Dreyfus International Equity Fund, Inc.++;
Dreyfus Massachusetts Intermediate Municipal
Bond Fund++;
Dreyfus New Jersey Intermediate Municipal
Bond Fund++;
Dreyfus New York Municipal Cash Management++;
Dreyfus Pennsylvania Intermediate Municipal
Bond Fund++;
Dreyfus Short-Term Income Fund, Inc.++;
The Dreyfus Socially Responsible Growth Fund,
Inc.++;
Dreyfus-Wilshire Target Funds, Inc.++;
First Prairie Cash Management++;
First Prairie U.S. Government Income Fund++;
First Prairie U.S. Treasury Securities Cash
Management++;
The 401(k) Fund++;
Peoples S&P MidCap Index Fund, Inc.++;
Premier Global Investing++;
Premier Growth Fund, Inc.++;
Premier Insured Municipal Bond Fund++;
Assistant Treasurer:
Pacific American Fund+++++
PETER A. SANTORIELLO Director, President and Investment Officer:
Vice President Dreyfus Balanced Fund, Inc.++;
Director and President:
Dreyfus Management, Inc.*;
Vice President:
Dreyfus Personal Management, Inc.*
ROBERT H. SCHMIDT Director and President:
Vice President Dreyfus Service Corporation*;
Seven Six Seven Agency, Inc.*;
Formerly, Chairman and Chief Executive
Officer:
Levine, Huntley, Schmidt & Beaver
250 Park Avenue
New York, New York 10017
KIRK V. STUMPP Senior Vice President and Director of
Vice President--New Marketing:
Product Development Dreyfus Service Corporation*
PHILIP L. TOIA Chairman of the Board and Vice President:
Vice President and Dreyfus Thrift and Commerce****;
Director of Fixed- Director:
Income Research The Dreyfus Security Savings Bank, F.S.B.+;
Senior Loan Officer and Director:
The Dreyfus Trust Company++;
Vice President:
The Dreyfus Consumer Credit Corporation*;
Director and President:
Dreyfus Personal Management, Inc.*;
Director:
Dreyfus Realty Advisors, Inc.+++;
Formerly, Senior Vice President:
The Chase Manhattan Bank, N.A. and
The Chase Manhattan Capital Markets
Corporation
One Chase Manhattan Plaza
New York, New York l008l
KATHERINE C. WICKHAM Vice President:
Assistant Vice President- Dreyfus Consumer Life Insurance
Company++;
Human Resources Formerly, Assistant Commissioner:
Department of Parks and Recreation of the
City of New York
830 Fifth Avenue
New York, New York l0022
JOHN J. PYBURN Treasurer and Assistant Secretary:
Assistant Vice President The Dreyfus Fund International
Limited++++++;
Treasurer:
Dreyfus A Bonds Plus, Inc.++;
Dreyfus Appreciation Fund, Inc.++;
Dreyfus California Municipal
Income, Inc.++;
Dreyfus California Tax Exempt
Bond Fund, Inc.++;
Dreyfus California Tax Exempt
Money Market Fund++;
Dreyfus Capital Growth Fund (A Premier
Fund)++;
Dreyfus Capital Value Fund (A Premier
Fund)++;
Dreyfus Cash Management++;
Dreyfus Cash Management Plus, Inc.++;
Dreyfus Connecticut Municipal Money Market
Fund, Inc.++;
The Dreyfus Fund Incorporated++;
Dreyfus Global Growth, L.P. (A Strategic
Fund)++;
Dreyfus GNMA Fund, Inc.++;
Dreyfus Government Cash Management++;
Dreyfus Growth Opportunity Fund,
Inc.++;
Dreyfus Institutional Money Market Fund++;
Dreyfus Insured Municipal Bond Fund, Inc.++;
Dreyfus Intermediate Municipal Bond Fund,
Inc.++;
Dreyfus Investors GNMA Fund++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Massachusetts Municipal Money Market
Fund++;
Dreyfus Massachusetts Tax Exempt Bond Fund++;
Dreyfus Michigan Municipal Money Market Fund,
Inc.++;
Dreyfus Money Market Instruments, Inc.++;
Dreyfus Municipal Bond Fund, Inc.++;
Dreyfus Municipal Cash Management Plus++;
Dreyfus Municipal Income, Inc.++;
Dreyfus Municipal Money Market Fund, Inc.++;
Dreyfus New Jersey Municipal Bond Fund,
Inc.++;
Dreyfus New Jersey Municipal Money Market
Fund, Inc.++;
Dreyfus New Leaders Fund, Inc.++;
Dreyfus New York Insured Tax Exempt Bond
Fund++;
Dreyfus New York Municipal Income, Inc.++;
Dreyfus New York Tax Exempt Bond Fund,
Inc.++;
Dreyfus New York Tax Exempt Intermediate Bond
Fund++;
Dreyfus New York Tax Exempt Money Market
Fund++;
Dreyfus Ohio Municipal Money Market Fund,
Inc.++;
Dreyfus 100% U.S. Treasury Intermediate
Term Fund++;
Dreyfus 100% U.S. Treasury Long Term Fund++;
Dreyfus 100% U.S. Treasury Money Market
Fund++;
Dreyfus 100% U.S. Treasury Short Term Fund++;
Dreyfus Pennsylvania Municipal Money Market
Fund++;
Dreyfus Short-Intermediate Government Fund++;
Dreyfus Short-Intermediate Municipal Bond
Fund++;
Dreyfus Stock Index Fund++;
Dreyfus Strategic Governments Income, Inc.++;
Dreyfus Strategic Growth, L.P.++;
Dreyfus Strategic Income++;
Dreyfus Strategic Investing++;
Dreyfus Strategic Municipal Bond Fund,
Inc.++;
Dreyfus Strategic Municipals, Inc.++;
Dreyfus Tax Exempt Cash Management++;
The Dreyfus Third Century Fund, Inc.++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash Management++;
Dreyfus Variable Investment Fund++;
Dreyfus Worldwide Dollar Money Market Fund,
Inc.++;
First Prairie Diversified Asset Fund++;
First Prairie Money Market Fund++;
First Prairie Municipal Bond Fund++;
First Prairie Municipal Money Market Fund++;
General California Municipal Bond Fund,
Inc.++;
General California Municipal Money Market
Fund++;
General Government Securities Money Market
Fund, Inc.++;
General Money Market Fund, Inc.++;
General Municipal Bond Fund, Inc.++;
General Municipal Money Market Fund, Inc.++;
General New York Municipal Bond Fund, Inc.++;
General New York Municipal Money
Market Fund++;
Peoples Index Fund, Inc.++;
Premier California Municipal Bond
Fund++;
Premier GNMA Fund++;
Premier Municipal Bond Fund++;
Premier New York Municipal Bond Fund++;
Premier State Municipal Bond Fund++
MAURICE BENDRIHEM Treasurer:
Controller Dreyfus Consumer Life Insurance
Company*;
Dreyfus Partnership Management, Inc.*;
Dreyfus Service Organization, Inc.*;
Seven Six Seven Agency, Inc.*;
The Truepenny Corporation*;
Controller:
Dreyfus Acquisition Corporation*;
The Dreyfus Trust Company++;
The Dreyfus Trust Company (N.J.)++;
The Dreyfus Consumer Credit Corporation*;
Assistant Treasurer:
Dreyfus Precious Metals*;
Formerly, Vice President-Financial
Planning, Administration and Tax:
Showtime/The Movie Channel, Inc.
1633 Broadway
New York, New York 10019
MARK N. JACOBS Vice President:
Secretary and Deputy Dreyfus A Bonds Plus, Inc.++;
General Counsel Dreyfus Asset Allocation Fund, Inc.++;
Dreyfus Balanced Fund, Inc.++;
Dreyfus BASIC Money Market Fund, Inc.++;
Dreyfus BASIC U.S. Government Money Market
Fund++;
Dreyfus California Intermediate Municipal
Bond Fund++;
Dreyfus Capital Growth Fund (A Premier
Fund)++;
Dreyfus Connecticut Intermediate Municipal
Bond Fund++;
Dreyfus Edison Electric Index Fund, Inc.++;
Dreyfus Florida Municipal Money Market
Fund++;
Dreyfus Focus Funds, Inc.++;
The Dreyfus Fund Incorporated++;
Dreyfus Global Bond Fund, Inc.++;
Dreyfus Global Growth, L.P. (A Strategic
Fund)++;
Dreyfus Institutional Money Market
Fund++;
Dreyfus International Equity Fund, Inc.++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Massachusetts Intermediate Municipal
Bond Fund++;
Dreyfus Money Market Instruments, Inc.++;
Dreyfus Municipal Bond Fund, Inc.++;
Dreyfus Municipal Money Market Fund, Inc.++;
Dreyfus New Jersey Intermediate Municipal
Bond Fund++;
Dreyfus New Jersey Municipal Bond Fund,
Inc.++;
Dreyfus 100% U.S. Treasury Intermediate Term
Fund++;
Dreyfus 100% U.S. Treasury Long Term Fund++;
Dreyfus 100% U.S. Treasury Money Market
Fund++;
Dreyfus 100% U.S. Treasury Short Term Fund++;
Dreyfus Pennsylvania Intermediate Municipal
Bond Fund++;
Dreyfus Short-Term Income Fund, Inc.++;
Dreyfus Stock Index Fund++;
Dreyfus Strategic Growth, L.P.++;
Dreyfus Strategic Income++;
Dreyfus Strategic Investing++;
Dreyfus Strategic Municipal Bond
Fund, Inc.++;
Dreyfus Strategic Municipals, Inc.++;
Dreyfus Variable Investment Fund++;
Dreyfus-Wilshire Target Funds, Inc.++;
Dreyfus Worldwide Dollar Money Market Fund,
Inc.++;
The 401(k) Fund++;
General California Municipal Bond Fund,
Inc.++;
Peoples Index Fund, Inc.++;
Peoples S&P MidCap Index Fund, Inc.++;
Premier Global Investing++;
Director:
World Balanced Fund++++;
Secretary:
Dreyfus Appreciation Fund, Inc.++;
Dreyfus BASIC Municipal Fund++;
Dreyfus California Tax Exempt Bond Fund,
Inc.++;
Dreyfus California Tax Exempt
Money Market Fund++;
Dreyfus Capital Value Fund (A Premier
Fund)++;
Dreyfus Cash Management++;
Dreyfus Cash Management Plus, Inc.++;
Dreyfus Connecticut Municipal Money Market
Fund, Inc.++;
The Dreyfus Consumer Credit Corporation*;
Dreyfus Consumer Life Insurance Company*;
Dreyfus Florida Intermediate Municipal Bond
Fund++;
Dreyfus GNMA Fund, Inc.++;
Dreyfus Government Cash Management++;
Dreyfus Growth and Income Fund, Inc.++;
Dreyfus Growth Opportunity Fund, Inc.++;
Dreyfus Institutional Short Term Treasury
Fund++;
Dreyfus Insured Municipal Bond Fund, Inc.++;
Dreyfus Intermediate Municipal Bond Fund,
Inc.++;
Dreyfus Investors GNMA Fund++;
Dreyfus Management, Inc.*;
Dreyfus Massachusetts Municipal
Money Market Fund++;
Dreyfus Massachusetts Tax Exempt
Bond Fund++;
Dreyfus Michigan Municipal Money Market Fund,
Inc.++;
Dreyfus Municipal Cash Management
Plus++;
Dreyfus New Jersey Municipal
Money Market Fund, Inc.++;
Dreyfus New Leaders Fund, Inc.++;
Dreyfus New York Insured Tax Exempt
Bond Fund++;
Dreyfus New York Municipal Cash Management++;
Dreyfus New York Tax Exempt
Bond Fund, Inc.++;
Dreyfus New York Tax Exempt
Intermediate Bond Fund++;
Dreyfus New York Tax Exempt
Money Market Fund++;
Dreyfus Ohio Municipal Money Market
Fund, Inc.++;
Dreyfus Pennsylvania Municipal Money
Market Fund++;
Dreyfus Short-Intermediate Government Fund++;
Dreyfus Short-Intermediate Municipal Bond
Fund++;
The Dreyfus Socially Responsible Growth Fund,
Inc.++;
Dreyfus Tax Exempt Cash Management++;
The Dreyfus Third Century Fund, Inc.++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash Management++;
First Prairie Cash Management++;
First Prairie Diversified Asset Fund++;
First Prairie Money Market Fund++;
First Prairie Municipal Bond Fund++;
First Prairie Municipal Money Market Fund++;
First Prairie U.S. Government Income Fund++;
First Prairie U.S. Treasury Securities Cash
Management++;
General California Municipal Money Market
Fund++;
General Government Securities Money Market
Fund, Inc.++;
General Money Market Fund, Inc.++;
General Municipal Bond Fund, Inc.++;
General Municipal Money Market Fund, Inc.++;
General New York Municipal Bond Fund,
Inc.++;
General New York Municipal Money
Market Fund++;
Pacific American Fund+++++;
Premier California Municipal Bond
Fund++;
Premier GNMA Fund++;
Premier Growth Fund, Inc.++;
Premier Insured Municipal Bond Fund++;
Premier Municipal Bond Fund++;
Premier New York Municipal Bond Fund++;
Premier State Municipal Bond Fund++;
Assistant Secretary:
Dreyfus Service Organization, Inc.*;
Major Trading Corporation*;
The Truepenny Corporation*
CHRISTINE PAVALOS Assistant Secretary:
Assistant Secretary Dreyfus A Bonds Plus, Inc.++;
Dreyfus Acquisition Corporation*;
Dreyfus Appreciation Fund, Inc.++;
Dreyfus Asset Allocation Fund, Inc.++;
Dreyfus Balanced Fund, Inc.++;
Dreyfus BASIC Money Market Fund, Inc.++;
Dreyfus BASIC Municipal Fund++;
Dreyfus BASIC U.S. Government Money Market
Fund++;
Dreyfus California Intermediate Municipal
Bond Fund++;
Dreyfus California Municipal Income, Inc.++;
Dreyfus California Tax Exempt Bond Fund,
Inc.++;
Dreyfus California Tax Exempt
Money Market Fund++;
Dreyfus Capital Growth Fund (A Premier
Fund)++;
Dreyfus Capital Value Fund (A Premier
Fund)++;
Dreyfus Cash Management++;
Dreyfus Cash Management Plus, Inc.++;
Dreyfus Connecticut Intermediate Municipal
Bond Fund++;
Dreyfus Connecticut Municipal Money
Market Fund, Inc.++;
Dreyfus Edison Electric Index Fund, Inc.++;
Dreyfus Florida Intermediate Municipal Bond
Fund++;
Dreyfus Florida Municipal Money Market
Fund++;
Dreyfus Focus Funds, Inc.++;
The Dreyfus Fund Incorporated++;
Dreyfus Global Bond Fund, Inc.++;
Dreyfus Global Growth, L.P. (A Strategic
Fund)++;
Dreyfus GNMA Fund, Inc.++;
Dreyfus Government Cash Management++;
Dreyfus Growth and Income, Inc.++;
Dreyfus Growth Opportunity Fund, Inc.++;
Dreyfus Institutional Money Market Fund++;
Dreyfus Institutional Short Term Treasury
Fund++;
Dreyfus Insured Municipal Bond Fund, Inc.++;
Dreyfus Intermediate Municipal Bond Fund,
Inc.++;
Dreyfus International Equity Fund, Inc.++;
Dreyfus Investors GNMA Fund++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Management, Inc.*;
Dreyfus Massachusetts Intermediate Municipal
Bond Fund++;
Dreyfus Massachusetts Municipal Money Market
Fund++;
Dreyfus Massachusetts Tax Exempt Bond Fund++;
Dreyfus Michigan Municipal Money Market Fund,
Inc.++;
Dreyfus Money Market Instruments, Inc.++;
Dreyfus Municipal Bond Fund, Inc.++;
Dreyfus Municipal Cash Management Plus++;
Dreyfus Municipal Income, Inc.++;
Dreyfus Municipal Money Market Fund, Inc.++;
Dreyfus New Jersey Intermediate Municipal
Bond Fund++;
Dreyfus New Jersey Municipal Bond Fund,
Inc.++;
Dreyfus New Jersey Municipal Money Market
Fund, Inc.++;
Dreyfus New Leaders Fund, Inc.++;
Dreyfus New York Insured Tax Exempt Bond
Fund++;
Dreyfus New York Municipal Cash Management++;
Dreyfus New York Municipal Income, Inc.++;
Dreyfus New York Tax Exempt Bond Fund,
Inc.++;
Dreyfus New York Tax Exempt Intermediate Bond
Fund++;
Dreyfus New York Tax Exempt Money Market
Fund++;
Dreyfus Ohio Municipal Money Market Fund,
Inc.++;
Dreyfus 100% U.S. Treasury Intermediate Term
Fund++;
Dreyfus 100% U.S. Treasury Long Term Fund++;
Dreyfus 100% U.S. Treasury Money Market
Fund++;
Dreyfus 100% U.S. Treasury Short Term Fund++;
Dreyfus Pennsylvania Intermediate Municipal
Bond Fund++;
Dreyfus Pennsylvania Municipal Money
Market Fund++;
Dreyfus Service Corporation*;
Dreyfus Short-Intermediate Government Fund++;
Dreyfus Short-Intermediate Municipal Bond
Fund++;
Dreyfus Short-Term Income Fund, Inc.++;
The Dreyfus Socially Responsible Growth Fund,
Inc.++;
Dreyfus Stock Index Fund++;
Dreyfus Strategic Governments Income, Inc.++;
Dreyfus Strategic Growth, L.P.++;
Dreyfus Strategic Income++;
Dreyfus Strategic Investing++;
Dreyfus Strategic Municipal Bond Fund,
Inc.++;
Dreyfus Strategic Municipals, Inc.++;
Dreyfus Tax Exempt Cash Management++;
The Dreyfus Third Century Fund, Inc.++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash Management++;
Dreyfus Variable Investment Fund++;
Dreyfus-Wilshire Target Funds, Inc.++;
Dreyfus Worldwide Dollar Money Market Fund,
Inc.++;
First Prairie Cash Management++;
First Prairie Diversified Asset
Fund++;
First Prairie Money Market Fund++;
First Prairie Municipal Bond Fund++;
First Prairie Municipal Money Market Fund++;
First Prairie U.S. Government Income Fund++;
First Prairie U.S. Treasury Securities Cash
Management++;
The 401(k) Fund++;
General California Municipal Bond Fund,
Inc.++;
General California Municipal Money Market
Fund++;
General Government Securities Money Market
Fund, Inc.++;
General Money Market Fund, Inc.++;
General Municipal Bond Fund, Inc.++;
General Municipal Money Market Fund, Inc.++;
General New York Municipal Bond Fund,
Inc.++;
General New York Municipal Money
Market Fund++;
Peoples Index Fund, Inc.++;
Peoples S&P MidCap Index Fund, Inc.++;
Premier California Municipal
Bond Fund++;
Premier Global Investing++;
Premier GNMA Fund++;
Premier Growth Fund, Inc.++;
Premier Insured Municipal Bond Fund++;
Premier Municipal Bond Fund++;
Premier New York Municipal
Bond Fund++;
Premier State Municipal Bond Fund++;
The Truepenny Corporation*
* The address of the business so indicated is 200 Park Avenue,
New York, New York 10166.
** The address of the business so indicated is 80 Cutter Mill
Road, Great Neck, New York 11021.
*** The address of the business so indicated is 45 Broadway, New
York, New York 10006.
**** The address of the business so indicated is Five Triad
Center,
Salt Lake City, Utah 84180.
+ The address of the business so indicated is Atrium Building,
80 Route 4 East, Paramus, New Jersey 07652.
++ The address of the business so indicated is 144 Glenn
Curtiss
Boulevard, Uniondale, New York 11556-0144.
+++ The address of the business so indicated is One Rockefeller
Plaza, New York, New York 10020.
++++ The address of the business so indicated is 2 Boulevard
Royal, Luxembourg.
+++++ The address of the business so indicated is 800 West Sixth
Street, Suite 1000, Los Angeles, California 90017.
++++++ The address of the business so indicated is Nassau, Bahama
Islands.
Item 29. Principal Underwriters
(a) Other investment companies for which Registrant's principal
underwriter (exclusive distributor) acts as principal
underwriter or exclusive distributor:
1. Comstock Partners Strategy Fund, Inc.
2. Dreyfus A Bonds Plus, Inc.
3. Dreyfus Appreciation Fund, Inc.
4. Dreyfus Asset Allocation Fund, Inc.
5. Dreyfus Balanced Fund, Inc.
6. Dreyfus BASIC Money Market Fund, Inc.
7. Dreyfus BASIC Municipal Money Market Fund, Inc.
8. Dreyfus BASIC U.S. Government Money Market Fund
9. Dreyfus California Intermediate Municipal Bond Fund
10. Dreyfus California Tax Exempt Bond Fund, Inc.
11. Dreyfus California Tax Exempt Money Market Fund
12. Dreyfus Capital Value Fund, Inc.
13. Dreyfus Cash Management
14. Dreyfus Cash Management Plus, Inc.
15. Dreyfus Connecticut Intermediate Municipal Bond Fund
16. Dreyfus Connecticut Municipal Money Market Fund, Inc.
17. Dreyfus Edison Electric Index Fund, Inc.
18. Dreyfus Florida Intermediate Municipal Bond Fund
19. Dreyfus Florida Municipal Money Market Fund
20. Dreyfus Focus Funds, Inc.
21. The Dreyfus Fund Incorporated
22. Dreyfus Global Bond Fund, Inc.
23. Dreyfus Global Growth, L.P. (A Strategic Fund)
24. Dreyfus Global Investing, Inc.
25. Dreyfus GNMA Fund, Inc.
26. Dreyfus Government Cash Management
27. Dreyfus Growth Allocation Fund, Inc.
28. Dreyfus Growth and Income Fund, Inc.
29. Dreyfus Growth Opportunity Fund, Inc.
30. Dreyfus Institutional Money Market Fund
31. Dreyfus Institutional Short Term Treasury Fund
32. Dreyfus Insured Municipal Bond Fund, Inc.
33. Dreyfus Intermediate Municipal Bond Fund, Inc.
34. Dreyfus International Equity Fund, Inc.
35. Dreyfus Investors GNMA Fund
36. The Dreyfus Leverage Fund, Inc.
37. Dreyfus Life and Annuity Index Fund, Inc.
38. Dreyfus Liquid Assets, Inc.
39. Dreyfus Massachusetts Intermediate Municipal Bond Fund
40. Dreyfus Massachusetts Municipal Money Market Fund
41. Dreyfus Massachusetts Tax Exempt Bond Fund
42. Dreyfus Michigan Municipal Money Market Fund, Inc.
43. Dreyfus Money Market Instruments, Inc.
44. Dreyfus Municipal Bond Fund, Inc.
45. Dreyfus Municipal Cash Management Plus
46. Dreyfus Municipal Money Market Fund, Inc.
47. Dreyfus New Jersey Intermediate Municipal Bond Fund
48. Dreyfus New Jersey Municipal Bond Fund, Inc.
49. Dreyfus New Jersey Municipal Money Market Fund, Inc.
50. Dreyfus New Leaders Fund, Inc.
51. Dreyfus New York Insured Tax Exempt Bond Fund
52. Dreyfus New York Municipal Cash Management
53. Dreyfus New York Tax Exempt Bond Fund, Inc.
54. Dreyfus New York Tax Exempt Intermediate Bond Fund
55. Dreyfus New York Tax Exempt Money Market Fund
56. Dreyfus Ohio Municipal Money Market Fund, Inc.
57. Dreyfus 100% U.S. Treasury Intermediate Term Fund
58. Dreyfus 100% U.S. Treasury Long Term Fund
59. Dreyfus 100% U.S. Treasury Money Market Fund
60. Dreyfus 100% U.S. Treasury Short Term Fund
61. Dreyfus Pennsylvania Intermediate Municipal Bond Fund
62. Dreyfus Pennsylvania Municipal Money Market Fund
63. Dreyfus Short-Intermediate Government Fund
64. Dreyfus Short-Intermediate Municipal Bond Fund
65. Dreyfus Short-Term Income Fund, Inc.
66. The Dreyfus Socially Responsible Growth Fund, Inc.
67. Dreyfus Strategic Growth, L.P.
68. Dreyfus Strategic Income
69. Dreyfus Strategic Investing
70. Dreyfus Tax Exempt Cash Management
71. The Dreyfus Third Century Fund, Inc.
72. Dreyfus Treasury Cash Management
73. Dreyfus Treasury Prime Cash Management
74. Dreyfus Variable Investment Fund
75. Dreyfus-Wilshire Target Funds, Inc.
76. Dreyfus Worldwide Dollar Money Market Fund, Inc.
77. First Prairie Cash Management
78. First Prairie Diversified Asset Fund
79. First Prairie Money Market Fund
80. First Prairie Municipal Money Market Fund
81. First Prairie Tax Exempt Bond Fund, Inc.
82. First Prairie U.S. Government Income Fund
83. First Prairie U.S. Treasury Securities Cash Management
84. General California Municipal Bond Fund, Inc.
85. General California Municipal Money Market Fund
86. General Government Securities Money Market
Fund, Inc.
87. General Money Market Fund, Inc.
88. General Municipal Bond Fund, Inc.
89. General Municipal Money Market Fund, Inc.
90. General New York Municipal Bond Fund, Inc.
91. General New York Municipal Money Market Fund
92. Pacific American Fund
93. Peoples Index Fund, Inc.
94. Peoples S&P MidCap Index Fund, Inc.
95. Premier California Municipal Bond Fund
96. Premier GNMA Fund
97. Premier Growth Fund, Inc.
98. Premier Insured Municipal Bond Fund
99. Premier Municipal Bond Fund
100. Premier New York Municipal Bond Fund
101. Premier State Municipal Bond Fund
(b)
Positions and offices Positions and
Name and principal with Dreyfus offices with
business address Service Corporation Registrant
Howard Stein* Chairman of the Board None
Robert H. Schmidt* President and Director None
Joseph S. DiMartino* Executive Vice President None
and Director
Lawrence M. Greene* Executive Vice President None
and Director
Julian M. Smerling* Executive Vice President None
and Director
Elie M. Genadry* Executive Vice President None
Henry D. Gottmann* Executive Vice President None
Donald A. Nanfeldt* Executive Vice President None
Kevin Flood* Senior Vice President None
Roy Gross* Senior Vice President None
Irene Papadoulis** Senior Vice President None
Kirk Stumpp* Senior Vice President/ None
Director of Marketing
Diane M. Coffey* Vice President None
Walter T. Harris* Vice President None
William Harvey* Vice President None
Adwick Pinnock** Vice President None
George Pirrone* Vice President/Trading None
Karen Rubin Waldmann* Vice President None
Peter D. Schwab* Vice President/New Products None
Michael Anderson* Assistant Vice President None
Carolyn Sobering* Assistant Vice President-- None
Trading
Daniel C. Maclean* Secretary Vice
President
Robert F. Dubuss* Treasurer None
Maurice Bendrihem* Controller None
Michael J. Dolitsky* Assistant Controller None
Susan Verbil Goldgraben* Assistant Treasurer None
Christine Pavalos* Assistant Secretary
Assistant
Secretary
Broker-Dealer Division of Dreyfus Service Corporation
=====================================================
Positions and offices
with Broker-Dealer Positions and
Name and principal Division of Dreyfus offices with
business address Service Corporation Registrant
Elie M. Genadry* President None
Craig E. Smith* Executive Vice President None
Peter Moeller* Vice President and Sales None
Manager
Kristina Williams Vice President-- None
Pompano Beach, FL Administration
James Barr Regional Vice President None
Newton, MA
Mary B. Brundage Regional Vice President None
Pasadena, CA
Edward Donley Regional Vice President None
Latham, NY
Thomas Ellis Regional Vice President None
Ranchero Murietta, CA
Glenn Farinacci* Regional Vice President None
Peter S. Ferrentino Regional Vice President None
San Francisco, CA
William Frey Regional Vice President None
Hoffman Estates, IL
Suzanne Haley Regional Vice President None
Tampa, FL
Philip Jochem Regional Vice President None
Warrington, PA
Richard P. Kundracik Regional Vice President None
Waterford, MI
Michael Lane Regional Vice President None
Beaver Falls, PA
Fred Lanier Regional Vice President None
Atlanta, GA
Beth Presson Regional Vice President None
Colchester, VT
Joseph Reaves Regional Vice President None
New Orleans, LA
Christian Renninger Regional Vice President None
Germantown, MD
Robert J. Richardson Regional Vice President None
Houston, TX
Kurt Wiessner Regional Vice President None
Minneapolis, MN
Institutional Services Division of Dreyfus Service Corporation
==============================================================
Positions and offices
with Institutional Services Positions and
Name and principal Division of Dreyfus offices with
business address Service Corporation Registrant
Elie M. Genadry* President None
Donald A. Nanfeldt* Executive Vice President None
Kathleen M. Lewis++ Vice President-- None
Institutional Sales Manager
Charles Cardona** Senior Vice President-- None
Institutional Services
Stacy Alexander* Vice President--Bank None
Wholesale
Eric Almquist* Vice President--Eastern None
Regional Sales Manager
James E. Baskin+++++++ Vice President-- None
Institutional Sales
Kenneth Bernstein Vice President--Bank None
Boca Raton, FL Wholesale
Stephen Burke* Vice President--Bank None
Wholesaler Sales Manager
Laurel A. Diedrick Burrows*** Vice President--Bank None
Wholesale
Gary F. Callahan Vice President--Bank None
Somerville, NJ Wholesale
Daniel L. Clawson++++ Vice President-- None
Institutional Sales
Anthony T. Corallo Vice President-- None
San Francisco, CA Institutional Sales
Bonnie M. Cymbryla Vice President--Bank None
Brewerton, NY Wholesale
William Davis Vice President None
Bellevue, WA
Steven Faticone***** Vice President--Bank None
Wholesale
William E. Findley**** Vice President None
Melinda Miller Gordon* Vice President None
Christina Haydt++ Vice President-- None
Institutional Sales
Carol Anne Kelty* Vice President-- None
Institutional Sales
Gwenn Kessler***** Vice President--Bank None
Wholesale
Bradford Lange* Vice President--Bank None
Wholesale
Eva Machek***** Vice President-- None
Institutional Sales
Bradley R. Maybury Vice President--Bank None
Seattle, WA Wholesale
Mary McCabe*** Vice President--Bank None
Wholesale
James McNamara***** Vice President-- None
Institutional Sales
James Neiland* Vice President--Bank None
Wholesale--National
Accounts Manager
Susan M. O'Connor* Vice President-- None
Institutional Seminars
Andrew Pearson+++ Vice President-- None
Institutional Sales
Jean Heitzman Penny***** Vice President-- None
Institutional Sales
Dwight Pierce+ Vice President--Bank None
Wholesale
Lorianne Pinto* Vice President--Bank None
Wholesale
Douglas Rentschler Vice President--Bank None
Grosse Point Park, MI Wholesale
Leah Ryan**** Vice President-- None
Institutional Sales
Edward Sands* Vice President-- None
Institutional Administration
William Schalda* Vice President-- None
Institutional Administration
Sue Ann Seefeld++++ Vice President-- None
Institutional Sales
Brant Snavely Vice President--Bank None
Charlotte, NC Wholesale
Thomas Stallings Vice President-- None
Richmond, VA Institutional Sales
Elizabeth Biordi Wieland* Vice President-- None
Institutional Administration
Thomas Winnick Vice President--Bank None
Malverne, PA Wholesale
Jeanne Butler* Assistant Vice President-- None
Institutional Operations
Roberta Hall***** Assistant Vice President-- None
Institutional Servicing
Tracy Hopkins** Assistant Vice President-- None
Institutional Operations
Lois Paterson* Assistant Vice President-- None
Institutional Operations
Mary Rogers** Assistant Vice President-- None
Institutional Servicing
Karen Markovic Shpall++++++ Assistant Vice President None
Patrick Synan** Assistant Vice President-- None
Institutional Support
Emilie Tongalson** Assistant Vice President-- None
Institutional Servicing
Tonda Watson**** Assistant Vice President-- None
Institutional Sales
Group Retirement Plans Division of Dreyfus Service Corporation
==============================================================
Positions and offices
with Group Retirement Positions and
Name and principal Plans Division of offices with
business address Dreyfus Service Corporation Registrant
Elie M. Genadry* President None
Robert W. Stone* Executive Vice President None
Leonard Larrabee* Vice President and None
Senior Counsel
George Anastasakos* Vice President None
Bart Ballinger++ Vice President--Sales None
Paula Cleary* Vice President--Marketing None
Ellen S. Dinas* Vice President--Marketing/ None
Communications
William Gallagher* Vice President--Sales None
Jeffrey Lejune Vice President--Sales None
Dallas, TX
Samuel Mancino** Vice President-- None
Installation
Joanna Morris* Vice President--Sales None
Joseph Pickert++ Vice President--Sales None
Alison Saunders** Vice President--Enrollment None
Scott Zeleznik* Vice President--Sales None
Alana Zion* Vice President--Sales None
Jeffrey Blake* Assistant Vice President-- None
Sales
_______________
* The address of the offices so indicated is 200 Park
Avenue, New York, New York 10166.
** The address of the offices so indicated is 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144.
*** The address of the offices so indicated is 580
California Street, San Francisco, California 94104.
**** The address of the offices so indicated is 3384
Peachtree Road, Suite 100, Atlanta, Georgia 30326-1106.
***** The address of the offices so indicated is 190 South
LaSalle Street, Suite 2850, Chicago, Illinois 60603.
+ The address of the offices so indicated is P.O. Box
1657, Duxbury, Massachusetts 02331.
++ The address of the offices so indicated is 800 West
Sixth Street, Suite 1000, Los Angeles, California 90017.
+++ The address of the offices so indicated is 11 Berwick
Lane, Edgewood, Rhode Island 02905.
++++ The address of the offices so indicated is 1700 Lincoln
Street, Suite 3940, Denver, Colorado 80203.
+++++ The address of the offices so indicated is 6767 Forest
Hill Avenue, Richmond, Virginia 23225.
++++++ The address of the offices so indicated is 2117 Diamond
Street, San Diego, California 92109.
+++++++ The address of the offices so indicated is P.O. Box 757,
Holliston, Massachusetts 01746.
Item 30. Location of Accounts and Records
1. The Shareholder Services Group, Inc.,
a subsidiary of First Data Corporation
P.O. Box 9671
Providence, Rhode Island 02940-9671
2. The Bank of New York
110 Washington Street
New York, New York 10286
3. The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Item 31. Management Services
Not Applicable
Item 32. Undertakings
Registrant hereby undertakes
(1) to file a post-effective amendment, using financial
statements, as of a reasonably current date, which need not be
certified, within four to six months from the effective date
of Registrant's 1933 Act Registration Statement.
(2) to call a meeting of shareholders for the purpose
of voting upon the question of removal of a director or directors
when requested in writing to do so by the holders of at least 10%
of the Registrant's outstanding shares of common stock and in
connection with such meeting to comply with the provisions of
Section 16(c) of the Investment Company Act of 1940 relating
to shareholder communications.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, the Registrant has duly
caused this Amendment to Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of New York, and State of New York, on the 4th day of
August, 1994.
DREYFUS GROWTH ALLOCATION FUND, INC.
(Registrant)
By:/s/ Howard Stein*
Howard Stein, President
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
/s/ Howard Stein* President August 4, 1994
Howard Stein (Principal Executive
Officer) and Director
/s/ Jeffrey N. Nachman* Vice President August 4, 1994
Jeffrey N. Nachman and Treasurer
(Principal Financial
and Accounting Officer)
/s/ Paul R. Casti, Jr.* Controller August 4, 1994
Paul R. Casti, Jr. (Principal Accounting
Officer)
/s/ Lucy Wilson Benson* Director August 4, 1994
Lucy Wilson Benson
/s/ David W. Burke* Director August 4, 1994
David W. Burke
/s/ Martin D. Fife* Director August 4, 1994
Martin D. Fife
/s/ Whitney I. Gerard* Director August 4, 1994
Whitney I. Gerard
/s/ Robert R. Glauber* Director August 4, 1994
Robert R. Glauber
/s/ Arthur A. Hartman* Director August 4, 1994
Arthur A. Hartman
/s/ George L. Perry* Director August 4, 1994
George L. Perry
/s/ Paul Wolfowitz* Director August 4, 1994
Paul Wolfowitz
*BY: /s/ Steven F. Newman August 4, 1994
Steven F. Newman
Attorney-in-Fact
