Securities Act File No. 33-66088
Investment Company Act File No. 811-7878
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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. 3 /x/
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
/x/
Amendment No. 3 /x/
(Check appropriate box or boxes)
DREYFUS RETIREMENT PORTFOLIOS, INC.
(formerly, 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)(i)
____ on (date) pursuant to paragraph (a)(i)
____ 75 days after filing pursuant to paragraph (a)(ii)
____ on (date) pursuant to paragraph (a)(ii) of Rule 485.
If appropriate, check the following box:
____ this post-effective amendment designates a new
effective date
for a previously filed post-effective amendment.
<PAGE>
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
5(a) Management's Discussion of Fund's Performance *
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.
<PAGE>
_________________________________________________________________
PROSPECTUS ______ __, 1995
_________________________________________________________________
DREYFUS RETIREMENT PORTFOLIOS, INC.
_________________________________________________________________
Dreyfus Retirement Portfolios, Inc. (the "Fund") is an
open-end, management investment company, known as a mutual fund.
The Fund permits you to invest in three separate diversified
portfolios (each, a "Portfolio"): Income Portfolio, the primary
goal of which is to maximize current income, its secondary goal
is capital appreciation; Growth and Income Portfolio, the goal of
which is to maximize total return, consisting of capital
appreciation and current income; and Growth Portfolio, the goal
of which is capital appreciation. Each Portfolio will follow an
investment strategy that allocates the Portfolio's assets among
common stocks, fixed-income securities and, in the case of the
Income Portfolio, short-term money market instruments.
By this Prospectus, each Portfolio is offering Investor
Class shares and Class R shares. Investor Class shares and
Class R shares are identical, except as to the services offered
to and the expenses borne by each class. Investor Class shares
are offered to any investor. Class R shares are offered only to
institutional investors acting for themselves or in a fiduciary,
advisory, agency, custodial or similar capacity, such as banks
and 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.
Investors can invest, reinvest or redeem shares at any
time without charge or penalty.
The Dreyfus Corporation serves as each Portfolio's
investment adviser. The Dreyfus Corporation has engaged Mellon
Equity Associates ("Mellon Equity") to serve as each Portfolio's
sub-investment adviser and provide day-to-day management of each
Portfolio's investments. The Dreyfus Corporation and Mellon
Equity are referred to collectively as the "Advisers."
__________
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.
The Statement of Additional Information, dated ____ __,
1995, which may be revised from time to time, provides a further
discussion of certain areas in this Prospectus and other matters
which may be of interest to some investors. It has been filed
with the Securities and Exchange Commission and is incorporated
herein by reference. For a free copy, write to the Fund at 144
Glenn Curtiss Boulevard, Uniondale, New York 11556-0144, or call
1-800-645-6561. When telephoning, ask for Operator 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 . . . . . . . . . .
Service Plan. . . . . . . . . . . . . . . . .
Dividends, Distributions and Taxes. . . . . .
Performance Information . . . . . . . . . . .
General Information . . . . . . . . . . . . .
________________________________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
________________________________________________________________
<PAGE>
<TABLE>
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
<CAPTION>
Income Growth and Income Growth
Portfolio Portfolio Portfolio
Investor Investor Investor
Class Class Class Class Class Class
<S> <C> <C> <C> <C> <C> <C>
Management Fees .60% .60% .75% .75% .75% .75%
12b-1 Fees (distribution
and servicing) . . . . . None .25% None .25% None .25%
Other Expenses. . . .__% .__% .__% .__% .__% .__%
Total Portfolio Operating
Expenses . . . . . . . . ___% ___% ___% ___% ___% ___%
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 . . . . . . . $____ $____ $____ $____ $____ $____
3 Years. . . . . . . $____ $____ $____ $____ $____ $____
</TABLE>
_________________________________________________________________
____________________
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. Long-term investors in
Investor Class shares could pay more in 12b-1 fees than the
economic equivalent of paying a front-end sales charge. Certain
Service Agents (as defined below) may charge their clients direct
fees for effecting transactions in Fund shares; such fees are not
reflected in the foregoing table. 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," "How to Buy Fund
Shares" and "Service Plan."
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.
By this Prospectus, two classes of shares of each
Portfolio are being offered--Investor Class shares and Class R
shares (each such class being referred to as a "Class"). The
Classes are identical, except that Investor Class shares are
subject to certain distribution and service fees for certain
services which are described under "Service Plan." The
distribution and service fees paid by the Investor Class will
cause such Class to have a higher expense ratio and to pay lower
dividends than Class R.
Class R shares may not be purchased directly by
individuals, although institutions may purchase Class R shares
for accounts maintained by individuals. Such institutions have
agreed to transmit copies of this Prospectus and all relevant
Fund materials, including proxy materials, to each individual or
entity for whose account the institution purchases Class R
shares, to the extent required by law. The Fund treats the
institution investing in Class R shares as the Fund shareholder
entitled to the rights and privileges described herein.
The Portfolios employ a strategic asset allocation
investment technique that involves an ongoing comparison of the
relative value of stocks and bonds across different markets.
Each Portfolio diversifies among stocks, bonds and, in the case
of the Income Portfolio, money market instruments, based on
Mellon Equity's assessment of current economic conditions and
investment opportunities both domestically and internationally.
A target allocation is set for each Portfolio and then adjusted
within defined ranges based upon Mellon Equity's assessment of
return and risk characteristics of each.
The Income invests exclusively in domestic securities
and may invest up to 10% of its assets in money market
instruments. The target allocation is 25% equity securities and
75% fixed-income securities with a range of +/- 5%. All equity
investments will consist of large capitalization stocks
(typically with market capitalizations of greater than $_____).
The Growth and Income Return divides its investments
between equity securities and fixed-income securities and may
invest up to 15% of its assets in international securities.
Equity investments may range from 35% to 65% of the portfolio
with a target allocation of 50%. The equity portion is divided
into 80% large capitalization stocks and 20% small capitalization
stocks (typically with market capitalizations of less than
$_____).
The Growth divides its investments between equity
securities and fixed-income securities and may invest up to 25%
of its assets in international securities. Equity securities may
range from 60% to 100% of the portfolio with a target allocation
of 80%. The equity portion is divided into 80% large
capitalization stocks and 20% small capitalization stocks.
Mellon Equity will attempt, in selecting securities for
each Portfolio, to replicate the risk characteristics of
designated benchmark indices but with expected returns that
exceed the benchmark.
A detailed explanation of each Portfolio and Mellon
Equity's allocation process follows.
Investment Objective
The Income Portfolio's primary goal is to maximize
current income, its secondary goal is capital appreciation.
The Growth and Income Portfolio's goal is to maximize
total return, consisting of capital appreciation and current
income.
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
Investment Approach--Each Portfolio seeks to achieve its
investment objective by following an asset allocation strategy
that contemplates shifts, which may be frequent, among common
stock, fixed-income securities and, in the case of the Income
Portfolio, short-term money market instruments. In selecting
investments for a Portfolio, Mellon Equity will employ a multi-
step process that, first, establishes an asset allocation
baseline, or weighing of a Portfolio's assets towards a
particular asset class, second, establishes ranges within which
to allocate a Portfolio's assets among the asset classes, third,
uses proprietary asset allocation models to recommend an
allocation among asset classes and, fourth, selects the
securities within the asset classes, as described below.
I. Asset Allocation Baseline. For each Portfolio,
Mellon Equity will establish an asset allocation baseline (the
"Portfolio Baseline"). The Portfolio Baseline describes target
levels or relative weights for the Portfolio's asset classes:
Level One describes the relative weighing of total assets between
international assets, domestic assets, and money market
instruments; Level Two describes the relative weighing of
international and domestic assets between common stock and fixed-
income assets; and Level Three describes the relative weighing of
domestic common stock assets between large and small
capitalization stocks. The following table illustrates this
hierarchy:
<TABLE>
<CAPTION>
Level One Level Two Level Three
Total Assets International Domestic Domestic Equity
Assets Assets
Money
Market Fixed Fixed
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PORTFOLIO Int'l Domestic Instruments Equity Income Equity Income Large Cap Small Cap
INCOME N/A 90% 10% N/A N/A 25% 75% 100% N/A
GROWTH 10% 90% * 50% 50% 50% 50% 80% 20%
AND
INCOME
GROWTH 15% 85% * 80% 20% 80% 20% 80% 20%
</TABLE>
* Not held as an asset class. Money market instruments held for
transactional and liquidity purposes only.
Mellon Equity will attempt to maintain relative asset
class weights consistent with the Portfolio Baseline as adjusted
by the Active Allocation Overlay described below. At any given
time, however, actual weights will not equal the Portfolio
Baseline because of fluctuations in market values, money market
instruments held for transactional and liquidity purposes, and
Mellon Equity's active allocation overlay decisions as described
below.
II. Active Allocation Overlay. For each Portfolio,
Mellon Equity will establish two active allocation ranges
("Portfolio Overlay One") and ("Portfolio Overlay Two").
Portfolio Overlay One describes the amount of over/under weighing
to the Portfolio Baseline for the relative weighing between
international and domestic assets. Portfolio Overlay Two
describes the amount of over/under weighing to the Portfolio
Baseline for the relative weighing of domestic assets between
common stock and fixed-income assets. The following table
illustrates these ranges:
<TABLE>
<CAPTION>
PORTFOLIO Portfolio Overlay One Portfolio Overlay Two
Range for Relative Weighing of Range for Relative Weighing of
International and Domestic Assets Domestic Assets Between Equity
Assets and Fixed-Income Assets
<S> <C> <C>
INCOME N/A +/- 5% of Portfolio Baseline
GROWTH AND INCOME +/- 5% of Portfolio Baseline +/- 15% of Portfolio Baseline
GROWTH +/- 10% of Portfolio Baseline +/- 20% of Portfolio Baseline
</TABLE>
The following examples illustrate Mellon Equity's
allocation overlay process:
Example 1: Given the Level One Portfolio Baseline for the
Growth and Income Portfolio of 10% of total assets in
international securities and 90% of total assets in domestic
securities, under Portfolio Overlay One, Mellon Equity could
invest as much as 15% of the Growth and Income Portfolio's total
assets in international securities and 85% of its total assets
in domestic securities or as little as 5% of its total assets in
international securities and 95% of its total assets in domestic
securities.
Example 2: Given the Level Two Portfolio Baseline for the
Growth and Income Portfolio of 50% of domestic assets in equity
securities and 50% of domestic assets in fixed-income
securities, under Portfolio Overlay Two, Mellon Equity could
invest as much as 65% of the Growth and Income Portfolio's
assets invested in domestic assets in equity securities and 35%
of such domestic assets in fixed-income securities or as little
as 35% of the Portfolio's assets invested in domestic assets in
equity securities and 65% of such domestic assets in fixed-
income securities.
Under normal market circumstances, Mellon Equity
expects to maintain relative asset class weights consistent with
the Portfolio Baseline adjusted by Portfolio Overlay One and
Portfolio Overlay Two as described above. At any given time,
however, actual weights may not fall within the ranges suggested
by the Portfolio Baseline adjusted by Portfolio Overlay One and
Portfolio Overlay Two because of fluctuations in market values,
cash and cash-equivalents held for transactional and liquidity
purposes, and Portfolio rebalancing.
Mellon Equity reserves the right to vary the relative
asset class weights and the percentage of assets invested in any
asset class from the Portfolio Baseline adjusted by Portfolio
Overlay One and Portfolio Overlay Two described above as the
risk and return characteristics of either asset classes or
markets, as assessed by Mellon Equity, vary over time. None of
the Portfolios will be managed as a balanced portfolio, which
would require that at least 25% of the Portfolio's total assets
be invested in fixed-income securities.
III. Implementing the Active Allocation Overlay. To
implement Portfolio Overlay One, Mellon Equity will employ a
proprietary country asset allocation model (the "Country
Model"). The Country Model evaluates the return and risk
characteristics of individual capital markets and their
correlation across countries, incorporates expected movements in
currency markets to determine expected U.S. dollar returns, and
then employs an international correlation model to recommend
appropriate relative weightings.
To implement Portfolio Overlay Two, Mellon Equity will
employ a proprietary domestic asset allocation model (the
"Domestic Model"). The Domestic Model evaluates the return and
risk characteristics of the domestic equity and fixed-income
markets by comparing the valuation of equity and fixed-income
assets relative to their current market prices and long-term
values in the context of the current economic environment. Once
this analysis is completed, the Domestic Model recommends
appropriate relative weightings.
Mellon Equity will compare each Portfolio's relative
asset class weights from time to time to that suggested by the
Country Model and the Domestic Model. Recommended changes will
be implemented subject to Mellon Equity's assessment of current
economic conditions and investment opportunities. From time to
time, Mellon Equity may change the criteria and methods used to
implement the recommendations of the asset allocation models.
IV. Asset Class Benchmarks. For each asset class,
other than money market instruments, a market-based index is
designated as a benchmark or reference for the respective asset
class (the "Asset Class Benchmark"). The Asset Class Benchmarks
are used in the investment management process as described in
the following section. Descriptions of the Asset Class
Benchmarks follow the section on Asset Class Investment
Management. The Asset Class Benchmarks are listed in the
following table:
<TABLE>
<CAPTION>
Asset Class Portfolios Asset Class Benchmark
<S> <S> <S>
Domestic Large Income, Growth Standard & Poor's 500
Cap Equity and Income and Index ("S&P 500 Index")
Growth
Domestic Small Growth and Income Russell 2000 Index
Cap Equity and Growth
International Growth and Income Morgan Stanley Capital
Equity and Growth International Europe,
Australia, Far East
Index ("EAFE Index")
Domestic Fixed- Income, Growth Lehman Brothers
Income and Income and Government/Corporate
Growth Intermediate Bond Index
("Lehman Government/
Corporate Index")
International Growth and Income J.P. Morgan Non-US
Fixed-Income and Growth Government Bond Index -
Hedged ("J.P. Morgan
Global Index")
</TABLE>
Under normal market circumstances, Mellon Equity
expects to use the Asset Class Benchmarks as described below.
Mellon Equity, however, reserves the right to substitute another
suitable Asset Class Benchmark if the then-existing Asset Class
Benchmark is no longer calculated, suffers a material change in
formula or content, fails to adequately reflect the return
characteristics of the asset class, or for any other reason, in
the judgment of Mellon Equity, is inappropriate.
V. Asset Class Investment Management. When
constructing portfolios for each asset class, Mellon Equity
seeks to select securities which, in the aggregate, have
approximately the same risk characteristics as that of the Asset
Class Benchmark with expected returns equal to or better than
that of the Asset Class Benchmark. Some of the asset classes
will be managed on an indexed basis and Mellon Equity reserves
the right, in its judgment, to manage asset classes either
actively or on an indexed basis consistent with the Portfolio's
investment objective.
For asset classes managed on an indexed basis, a
statistically based "sampling" technique will be used to
construct portfolios. The sampling technique is expected to be
an effective means of substantially duplicating the investment
performance of the Asset Class Benchmark. It will not, however,
provide investment performance relative to the Asset Class
Benchmark with the same degree of accuracy that complete or full
replication would provide.
If possible, Mellon Equity will seek to fully
replicate the holdings of an Asset Class Benchmark when managing
an indexed portfolio. Such a strategy is limited by the number
of securities in the Asset Class Benchmark and will not provide
investment performance equal to that of the Asset Class
Benchmark owing to certain factors, including Asset Class
Benchmark changes, calculation rules which assume dividends are
reinvested into the Asset Class Benchmark on ex-dividend dates
and transaction costs of rebalancing.
For asset classes which are actively managed, Mellon
Equity will employ proprietary valuation models to assist in the
selection of stocks and in the construction of portfolios which
maintain risk exposures to the characteristics of the Asset
Class Benchmark consistent with the Portfolio's investment
objective. In its active investment process, Mellon Equity
concentrates on fundamental factors such as relative
price/earnings ratios, relative book to price ratios, earnings
growth rates and momentum, and consensus earnings expectations
and changes in that consensus to value and rank stocks based on
expected relative performance to the Asset Class Benchmark.
Mellon Equity will seek to manage each asset class
consistent with the descriptions above and with each Portfolio's
investment objective. Across the Portfolios, it is not
anticipated that each asset class will be managed identically
with respect to being an indexed portfolio or actively managed.
For example, the domestic equity, large cap asset class could be
managed as an index portfolio in the Income Portfolio while
being actively managed in the other Portfolios.
Mellon Equity may choose to combine Asset Class
Benchmarks proportionately if the amount of investable assets in
a Portfolio is deemed low in the judgment of Mellon Equity. For
example, the domestic equity large cap and small cap Asset Class
Benchmarks could be combined proportionately according to the
Portfolio Baseline in order to create more efficient portfolio
management as deemed appropriate by Mellon Equity. Mellon
Equity would continue to provide investment management services
as described above, but would manage to the combined Asset Class
Benchmark.
VI. Detailed Benchmark Definitions.
Common Stocks. The S&P 500 Index is composed of 500 common
stocks, most of which are listed on the New York Stock Exchange.
The weightings of stocks in the S&P 500 Index are based on each
stock's relative total market capitalization; that is, its
market price per share times the number of shares outstanding.
Because of this weighing, as of _______, 1994, approximately __%
of the S&P 500 Index was composed of the 50 largest companies.
The Russell 2000 Index is composed of 2,000 common
stocks of U.S. companies with market capitalizations ranging
between $___ million and $___ million as of ___________, 199_.
The EAFE Index is a broadly diversified international
index composed of the equity securities of approximately 1,000
companies located outside the United States. The weightings of
stocks in the EAFE Index are based on each stock's market
capitalization relative to the total market capitalization of
all stocks in the Index. Because of this weighting, as of
_____, 1994, approximately ___% of the EAFE Index was composed
of equity securities of Japanese issuers.
Fixed-Income Securities. The Lehman Government/Corporate
Index is composed of approximately [5,000] fixed-income
securities, including U.S. Government securities and investment
grade corporate bonds, each with an outstanding market value of
at least [$25] million and maturities of less than ten years and
greater than one year. As of ______, 1994, U.S. Government
securities and corporate debt securities represented [75%] and
[25%], respectively, of the Lehman Brothers Government/Corporate
Intermediate Bond Index, and the average maturity of such
securities was _____ years.
The J.P. Morgan Global Government Index is composed of
traded, fixed-rate government bonds from thirteen countries with
maturities of greater than one year. The thirteen countries are
Australia, Belgium, Canada, Denmark, France, Germany, Italy,
Japan, the Netherlands, Spain, Sweden, United Kingdom and United
States.
Money Market Instruments. The short-term money market
instruments in which the Income Portfolio only 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 Income
Portfolio will purchase only money market instruments having
remaining maturities of 13 months or less. In addition, for
temporary defensive purposes and pending the investment of cash
proceeds, each Portfolio may invest in money market instruments.
Investment Techniques
Each Portfolio also may engage in various investment
and hedging techniques such as options and futures transactions
and foreign currency transactions with respect to the Growth and
Income Portfolio and Growth Portfolio, and lending portfolio
securities, each of which involves risk. See "Risk Factors"
below. Options and futures transactions involve so-called
"derivative securities."
Call and Put Options on Securities--Each Portfolio may invest,
to the extent consistent with the Portfolio's management
policies described above, up to 5% of its assets, represented by
the premium paid, in the purchase of call and put options in
respect of groups or "baskets" of securities in which the
Portfolio may invest. Each Portfolio may write covered call and
put option contracts to the extent of 20% of the value of its
net assets at the time such option contracts are written. A
call option gives the purchaser of the option the right to buy,
and obligates the writer to sell, the underlying security at the
exercise price at any time during the option period.
Conversely, a put option gives the purchaser of the option the
right to sell, and obligates the writer to buy, the underlying
security at the exercise price at any time during the option
period. A covered call option sold by a Portfolio, which is a
call option with respect to which the Portfolio owns the
underlying security, exposes the Portfolio during the term of
the option to possible loss of opportunity to realize
appreciation in the market price of the underlying security or
to possible continued holding of a security which might
otherwise have been sold to protect against depreciation in its
market price. The principal reason for writing covered call
options is to realize, through the receipt of premiums, a
greater return than would be realized on the Portfolio's
securities alone. A covered put option sold by a Portfolio
exposes the Portfolio during the term of the option to a decline
in price of the underlying security. Similarly, the principal
reason for writing covered put options is to realize income in
the form of premiums. A put option sold by a Portfolio is
covered when, among other things, cash or liquid securities are
placed in a segregated account with the Fund's custodian to
fulfill the obligation undertaken.
To close out a position when writing covered options,
a Portfolio may make a "closing purchase transaction" by
purchasing an option on the same security with the same exercise
price and expiration date as the option 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 Portfolio are qualified for offer
and sale.
Stock Index Options--Each Portfolio may purchase and write put
and call options on stock indices, to the extent consistent with
the Portfolio's management policies described above. 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 indices, in an
industry or market segment, rather than movements in the price
of a particular stock. Accordingly, successful use by each
Portfolio of options on stock indexes will be subject to the
Advisers' 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 or for hedging
purposes, each Portfolio may engage in futures and options on
futures transactions, as described below.
Each Portfolio may trade futures contracts and options
on futures contracts in U.S. domestic markets, such as the
Chicago Board of Trade and the International Monetary Market of
the Chicago Mercantile Exchange, or, with respect to each of the
Growth and Income Portfolio and Growth Portfolio, to the extent
permitted under applicable law, on exchanges located outside the
United States, such as the London International Financial
Futures Exchange and the Sydney Futures Exchange Limited.
Foreign markets may offer advantages such as trading in
commodities that are not currently traded in the United States
or arbitrage possibilities not available in the United States.
Foreign markets, however, may have greater risk potential than
domestic markets. See "Risk Factors--Foreign Commodity
Transactions" 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 (the "CFTC"). 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.
To the extent a Portfolio is engaging in a futures
transaction as a hedging device, because of the risk of an
imperfect correlation between securities owned by the Portfolio
that are the subject of a hedging transaction and the futures
contract used as a hedging device, it is possible that the hedge
will not be fully effective if, for example, losses on the
portfolio securities exceed gains on the futures contract or
losses on the futures contract exceed gains on the portfolio
securities. For futures contracts based on indices, 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 the Portfolio's net
investment results if the market does not move as anticipated
when the hedge is established.
Successful use of futures by a Portfolio also is
subject to the Advisers' ability to predict correctly movements
in the direction of the market or interest rates. For example,
if a Portfolio has hedged against the possibility of a decline
in the market adversely affecting the value of securities held
in its portfolio and prices increase instead, the Portfolio will
lose part or all of the benefit of the increased value of
securities which it has hedged because it will have offsetting
losses in its futures positions. Furthermore, if in such
circumstances the Portfolio has insufficient cash, it may have
to sell securities to meet daily variation margin requirements.
The Portfolio may have to sell such securities at a time when it
may be disadvantageous to do so.
An option on a futures contract gives the purchaser
the right, in return for the premium paid, to assume a position
in a futures contract (a long position if the option is a call
and a short position if the option is a put) at a specified
exercise price at any time during the option exercise period.
The writer of the option is required upon exercise to assume an
offsetting futures position (a short position if the option is a
call and a long position if the option is a put). Upon exercise
of the option, the assumption of offsetting futures positions by
the writer and holder of the option will be accompanied by
delivery of the accumulated cash balance in the writer's futures
margin account which represents the amount by which the market
price of the futures contract, at exercise, exceeds, in the case
of a call, or is less than, in the case of a put, the exercise
price of the option on the futures contract.
Call options sold by a Portfolio with respect to
futures contracts will be covered by, among other things,
entering into a long position in the same contract at a price no
higher than the strike price of the call option, or by ownership
of the instruments underlying, or instruments the prices of
which are expected to move relatively consistently with the
instruments underlying, the futures contract. Put options sold
by a Portfolio with respect to futures contracts will be covered
in the same manner as put options on specific securities as
described above.
Stock Index Futures and Options on Stock Index Futures--Each
Portfolio may purchase and sell stock index futures contracts
and options on stock index futures contracts as a substitute for
a comparable market position in the underlying securities or for
hedging purposes.
A stock index future obligates the seller to deliver
(and the purchaser to take) an amount of cash equal to a
specific dollar amount times the difference between the value of
a specific stock index at the close of the last trading day of
the contract and the price at which the agreement is made. No
physical delivery of the underlying stocks in the index is made.
With respect to stock indices that are permitted investments,
each Portfolio intends to purchase and sell futures contracts on
the stock index for which it can obtain the best price with
consideration also given to liquidity.
The price of stock index futures may not correlate
perfectly with the movement in the stock index because of
certain market distortions. First, all participants in the
futures market are subject to margin deposit and maintenance
requirements. Rather than meeting additional margin deposit
requirements, investors may close futures contracts through
offsetting transactions which would distort the normal
relationship between the index and futures markets. Secondly,
from the point of view of speculators, the deposit requirements
in the futures market are less onerous than margin requirements
in the securities market. Therefore, increased participation by
speculators in the futures market also may cause temporary price
distortions.
Interest Rate Futures Contracts and Options on Interest Rate
Futures Contracts--Each Portfolio may invest in interest rate
futures contracts and options on interest rate futures contracts
as a substitute for a comparable market position or to hedge
against adverse movements in interest rates.
To the extent a Portfolio has invested in interest
rate futures contracts or options on interest rate futures
contracts as a substitute for a comparable market position, the
Portfolio will be subject to the investment risks of having
purchased the securities underlying the contract.
Each Portfolio may purchase call options on interest
rate futures contracts to hedge against a decline in interest
rates and may purchase put options on interest rate futures
contracts to hedge its portfolio securities against the risk of
rising interest rates.
Each Portfolio may sell call options on interest rate
futures contracts to partially hedge against declining prices of
its portfolio securities. If the futures price at expiration of
the option is below the exercise price, the Portfolio will
retain the full amount of the option premium which provides a
partial hedge against any decline that may have occurred in such
Portfolio's holdings. Each Portfolio may sell put options on
interest rate futures contracts to hedge against increasing
prices of the securities which are deliverable upon exercise of
the futures contract. If the futures price at expiration of the
option is higher than the exercise price, the Portfolio will
retain the full amount of the option premium which provides a
partial hedge against any increase in the price of securities
which the Portfolio intends to purchase. If a put or call
option sold by a Portfolio is exercised, the Portfolio will
incur a loss which will be reduced by the amount of the premium
it receives. Depending on the degree of correlation between
changes in the value of its portfolio securities and changes in
the value of its futures positions, a Portfolio's losses from
existing options on futures may to some extent be reduced or
increased by changes in the value of its portfolio securities.
Each Portfolio also may sell options on interest rate
futures contracts as part of closing purchase transactions to
terminate its options positions. No assurance can be given that
such closing transactions can be effected or that there will be
a correlation between price movements in the options on interest
rate futures and price movements in a Portfolio's securities
which are the subject of the hedge. In addition, a Portfolio's
purchase of such options will be based upon predictions as to
anticipated interest rate trends, which could prove to be
inaccurate.
Foreign Currency Transactions--Each of the Growth and Income
Portfolio and Growth Portfolio may engage in currency exchange
transactions to the extent consistent with its investment
objective or to hedge its portfolio. Each such Portfolio will
conduct its currency exchange transactions either on a spot
(i.e., cash) basis at the rate prevailing in the currency
exchange market, or through entering into forward contracts to
purchase or sell currencies. A forward currency exchange
contract involves an obligation to purchase or sell a specific
currency at a future date, which must be more than two days from
the date of the contract, at a price set at the time of the
contract. Forward currency exchange contracts are entered into
in the interbank market conducted directly between currency
traders (typically commercial banks or other financial
institutions) and their customers. Each of these Portfolios
also may combine forward currency exchange contracts with
investments in securities denominated in other currencies.
Options on Foreign Currency--Each of the Growth and Income
Portfolio and Growth Portfolio may purchase and sell call and
put options on foreign currency for the purpose of hedging
against changes in future currency exchange rates. Call options
convey the right to buy the underlying currency at a price which
is expected to be lower than the spot price of the currency at
the time the option expires. Put options convey the right to
sell the underlying currency at a price which is anticipated to
be higher than the spot prices of the currency at the time the
option expires. Each of these Portfolios may use foreign
currency options for the same purposes as forward currency
exchange and futures transactions, as described herein. See
also "Call and Put Options on Specific Securities" above and
"Currency Futures and Options on Currency Futures" below.
Currency Futures and Options on Currency Futures--Each of the
Growth and Income Portfolio and Growth Portfolio may purchase
and sell currency futures contracts and options thereon. See
"Call and Put Options on Specific Securities" above. By selling
foreign currency futures, the Portfolio can establish the number
of U.S. dollars it will receive in the delivery month for a
certain amount of a foreign currency. In this way, if the
Portfolio anticipates a decline of a foreign currency against
the U.S. dollar, the Portfolio can attempt to fix the U.S.
dollar value of some or all of its securities that are
denominated in that currency. By purchasing foreign currency
futures, the Portfolio can establish the number of U.S. dollars
it will be required to pay for a specified amount of a foreign
currency in the delivery month. Thus, if the Portfolio intends
to buy securities in the future and expects the U.S. dollar to
decline against the relevant foreign currency during the period
before the purchase is effected, the Portfolio, for the price of
the currency future, can attempt to fix the price in U.S.
dollars of the securities it intends to acquire.
The purchase of options on currency futures will allow
each of these Portfolios, for the price of the premium it must
pay for the option, to decide whether or not to buy (in the case
of a call option) or to sell (in the case of a put option) a
futures contract at a specified price at any time during the
period before the option expires. If the Portfolio, in
purchasing an option, has been correct in its judgment
concerning the direction in which the price of a foreign
currency would move as against the U.S. dollar, it may exercise
the option and thereby take a futures position to hedge against
the risk it had correctly anticipated or close out the option
position at a gain that will offset, to some extent, currency
exchange losses otherwise suffered by the Portfolio. If
exchange rates move in a way the Portfolio did not anticipate,
the Portfolio will have incurred the expense of the option
without obtaining the expected benefit. As a result, the
Portfolio's profits on the underlying securities transactions
may be reduced or overall losses incurred.
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, short-term 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.
Borrowing Money--As a fundamental policy, each Portfolio is
permitted to borrow to the extent permitted under the Investment
Company Act of 1940. However, each Portfolio currently intends
to borrow money only for temporary or emergency (not leveraging)
purposes, in an amount up to 15% of the value of its total
assets (including the amount borrowed) valued at the lesser of
cost or market, less liabilities (not including the amount
borrowed) at the time the borrowing is made. While borrowings
exceed 5% of the Portfolio's total assets, the Portfolio will
not make any additional investments.
Certain Portfolio Securities
Money Market Instruments--Each Portfolio may invest, in the
circumstances described under "Management Policies," in the
following types of money market instruments.
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. 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. Certain costs may be
incurred in connection with the sale of the securities if the
seller does not repurchase them in accordance with the
repurchase agreement. In addition, if bankruptcy proceedings
are commenced with respect to the seller of the securities,
realization on the securities by the Portfolio may be delayed or
limited.
Bank Obligations. Each Portfolio may purchase
certificates of deposit, time deposits, bankers' acceptances and
other short-term obligations of domestic banks, foreign
subsidiaries of domestic banks, foreign branches of domestic
banks, and domestic and foreign branches of foreign banks,
domestic savings and loan associations and other banking
institutions. With respect to such securities issued by foreign
branches of domestic banks, foreign subsidiaries of domestic
banks, and domestic and foreign branches of foreign banks, the
Fund may be subject to additional investment risks that are
different in some respects from those incurred by a fund which
invests only in debt obligations of U.S. domestic issuers. Such
risks include possible future political and economic
developments, the possible imposition of foreign withholding
taxes on interest income payable on the securities, the possible
establishment of exchange controls or the adoption of other
foreign governmental restrictions which might adversely affect
the payment of principal and interest on these securities and
the possible seizure or nationalization of foreign deposits.
Certificates of deposit are negotiable certificates
evidencing the obligation of a bank to repay funds deposited
with it for a specified period of time.
Time deposits are non-negotiable deposits maintained
in a banking institution for a specified period of time at a
stated interest rate. Time deposits which may be held by each
Portfolio will not benefit from insurance from the Bank
Insurance Fund or the Savings Association Insurance Fund
administered by the Federal Deposit Insurance Corporation.
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 Credit Rating Co.
("Duff"), (b) issued by companies having an outstanding
unsecured debt issue currently rated not lower than Aa3 by
Moody's or AA- by S&P, Fitch or Duff, or (c) if unrated,
determined by the Advisers 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.
Foreign Government Obligations; Securities of Supranational
Entities--Each of the Growth and Income Portfolio and Growth
Portfolio may invest in obligations issued or guaranteed by one
or more foreign governments or any of their political
subdivisions, agencies or instrumentalities that are determined
by the Advisers to be of comparable quality to the other
obligations in which the Portfolio may invest. Such securities
also include debt obligations of supranational entities.
Supranational entities include international organizations
designated or supported by governmental entities to promote
economic reconstruction or development and international banking
institutions and related government agencies. Examples include
the International Bank for Reconstruction and Development (the
World Bank), the European Coal and Steel Community, the Asian
Development Bank and the InterAmerican Development Bank.
American, European and Continental Depositary Receipts--Each of
the Growth and Income Portfolio and Growth Portfolio may invest
in the securities of foreign issuers in the form of American
Depositary Receipts ("ADRs") and European Depositary Receipts
("EDRs"). These securities may not necessarily be denominated
in the same currency as the securities into which they may be
converted. ADRs are receipts typically issued by a United
States bank or trust company which evidence ownership of
underlying securities issued by a foreign corporation. EDRs,
which are sometimes referred to as Continental Depositary
Receipts ("CDRs"), are receipts issued in Europe typically by
non-United States banks and trust companies that evidence
ownership of either foreign or domestic securities. Generally,
ADRs in registered form are designed for use in the United
States securities markets and EDRs and CDRs in bearer form are
designed for use in Europe.
Investment Companies--Each Portfolio may invest in securities
issued by other investment companies to the extent consistent
with its investment objective. Under the Investment Company Act
of 1940, the Portfolio's investment in such securities, subject
to certain exceptions, currently is limited to (i) 3% of the
total voting stock of any one investment company, (ii) 5% of the
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.
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,
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.
Certain Fundamental Policies
Each Portfolio may (i) borrow money to the extent
permitted under the Investment Company Act of 1940, which
currently limits borrowing to no more than 33-1/3% of the
Portfolio's total assets; (ii) invest up to 5% of its total
assets in the obligations of any issuer, except that up to 25%
of the value of its total assets may be invested, and securities
issued or guaranteed by the U.S Government, its agencies or
instrumentalities may be purchased, without regard to any such
limitation; and (iii) invest up to 25% of the value of its total
assets in the securities of issuers in a single industry (or
more to the extent the relevant index also is so concentrated),
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 engaging in financial futures and options transactions,
purchasing securities on a forward commitment basis and lending
portfolio securities, and the purchase of certain zero coupon
securities, involves greater risk than that incurred by many
other funds with a similar objective. These risks are described
above under "Investment Techniques" and "Certain Portfolio
Securities." In addition, 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
each 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.
A Portfolio's ability to engage in certain short-term
transactions may be limited by the requirement that, to qualify
as a regulated investment company, the Portfolio must earn less
than 30% of its gross income from the disposition of securities
held for less than three months. This 30% test limits the
extent to which a Portfolio may sell securities held for less
than three months, 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--For the portion of a Portfolio's assets
invested in 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. The securities of smallcap
companies may be subject to more abrupt or erratic market
movements than larger capitalized companies, both because the
securities typically are traded in lower volume and because the
issuers typically are subject to a greater degree to changes in
earnings and prospects. 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--For the portion of a Portfolio's assets
invested in 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 generally are inversely affected by changes in
interest rates and, therefore, are subject to the risk of market
price fluctuations. Certain securities that may be purchased by
each Portfolio, such as those with interest rates that fluctuate
directly or indirectly based on multiples of a stated index, are
designed to be highly sensitive to changes in interest rates and
can subject the holders thereof to extreme reductions of yield
and possibly loss of principal. The values of fixed-income
securities also may be affected by changes in the credit rating
or financial condition of the issuing entities. Certain
securities that may be purchased by the Portfolios, such as
those rated Baa by Moody's and BBB by S&P, Fitch and Duff, may
be subject to such risk with respect to the issuing entity and
to greater market fluctuations than certain lower yielding,
higher rated fixed-income securities. Once the rating of a
security held by a Portfolio has been changed, the Advisers will
consider all circumstances deemed relevant in determining
whether such Portfolio should continue to hold the security.
Investing in Foreign Securities--Foreign securities markets
generally are not as developed or efficient as those in the
United States. Securities of some foreign issuers are less
liquid and more volatile than securities of comparable U.S.
issuers. Similarly, volume and liquidity in most foreign
securities markets are less than in the United States and, at
times, volatility of price can be greater than in the United
States. The issuers of some of these securities, such as
foreign bank obligations, may be subject to less stringent or
different regulations than are U.S. issuers. In addition, there
may be less publicly available information about a non-U.S.
issuer, and non-U.S. issuers generally are not subject to
uniform accounting and financial reporting standards, practices
and requirements comparable to those applicable to U.S. issuers.
Because stock certificates and other evidences of
ownership of such securities usually are held outside the United
States, the Growth and Income Portfolio and Growth Portfolio
will be subject to additional risks which include possible
adverse political and economic developments, possible seizure or
nationalization of foreign deposits and possible adoption of
governmental restrictions that might adversely affect the
payment of principal, interest and dividends on the foreign
securities or might restrict the payment of principal, interest
and dividends to investors located outside the country of the
issuers, whether from currency blockage or otherwise. Custodial
expenses for a portfolio of non-U.S. securities generally are
higher than for a portfolio of U.S. securities.
Since foreign securities often are purchased with and
payable in currencies of foreign countries, the value of these
assets as measured in U.S. dollars may be affected favorably or
unfavorably by changes in currency rates and exchange control
regulations. Some currency exchange costs may be incurred when
the Growth and Income Portfolio or Growth Portfolio changes
investments from one country to another.
Furthermore, some of these securities may be subject
to brokerage taxes levied by foreign governments, which have the
effect of increasing the cost of such investment and reducing
the realized gain or increasing the realized loss on such
securities at the time of sale. Income received by the Growth
and Income Portfolio or Growth Portfolio from sources within
foreign countries may be reduced by withholding or other taxes
imposed by such countries. Tax conventions between certain
countries and the United States, however, may reduce or
eliminate such taxes. All such taxes paid by the Portfolio will
reduce its net income available for distribution to investors.
Foreign Currency Exchange--Currency exchange rates may fluctuate
significantly over short periods of time. They generally are
determined by the forces of supply and demand in the foreign
exchange markets and the relative merits of investments in
different countries, actual or perceived changes in interest
rates and other complex factors, as seen from an international
perspective. Currency exchange rates also can be affected
unpredictably by intervention by U.S. or foreign governments or
central banks, or the failure to intervene, or by currency
controls or political developments in the United States or
abroad.
The foreign currency market offers less protection
against defaults in the forward trading of currencies than is
available when trading in currencies occurs on an exchange.
Since a forward currency contract is not guaranteed by an
exchange or clearinghouse, a default on the contract would
deprive the Growth and Income Portfolio or Growth Portfolio, as
the case may be, of unrealized profits or force such Portfolio
to cover its commitments for purchase or resale, if any, at the
current market price.
Foreign Commodity Transactions--Unlike trading on domestic
commodity exchanges, trading on foreign commodity exchanges is
not regulated by the CFTC and may be subject to greater risks
than trading on domestic exchanges. For example, some foreign
exchanges are principal markets so that no common clearing
facility exists and a trader may look only to the broker for
performance of the contract. In addition, unless the Growth and
Income Portfolio or Growth Portfolio, as the case may be, hedges
against fluctuations in the exchange rate between the U.S.
dollar and the currencies in which trading is done on foreign
exchanges, any profits that such Portfolio might realize in
trading could be eliminated by adverse changes in the exchange
rate, or the Portfolio could incur losses as a result of those
changes.
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.
Investment decisions for each Portfolio are made
independently from those of other investment companies or
accounts advised by the Advisers. 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
Investment Adviser--The Dreyfus Corporation, located at 200 Park
Avenue, New York, New York 10166, was formed in 1947 and serves
as each Portfolio's investment adviser. The Dreyfus Corporation
is a wholly-owned subsidiary of Mellon Bank, N.A., which is a
wholly-owned subsidiary of Mellon Bank Corporation ("Mellon").
As of January 31, 1995, The Dreyfus Corporation managed or
administered approximately $70 billion in assets for more than
1.9 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 Dreyfus Corporation has engaged Mellon Equity,
located at 500 Grant Street, Pittsburgh, Pennsylvania 15258, to
serve as the Portfolio's sub-investment adviser. Mellon Equity,
a registered investment adviser formed in 1987, is an indirect
wholly-owned subsidiary of Mellon. As of January 31, 1995,
Mellon Equity managed approximately $6.1 billion in assets and
serves as the investment adviser of three other investment
companies.
Mellon Equity, subject to the supervision and approval
of The Dreyfus Corporation, provides investment advisory
assistance and the day-to-day management of each Portfolio's
investments, as well as investment research and statistical
information, under a Sub-Investment Advisory Agreement with The
Dreyfus Corporation, subject to the overall authority of the
Fund's Board of Directors in accordance with Maryland law. In
providing its services, Mellon Equity may use the services of
one or more of its affiliates. Each Portfolio's primary
portfolio manager will be Steven A. Falci. He has been employed
by Mellon Equity since April 1994, and for more than five years
prior thereto, he was a managing director for pension
investments at NYNEX Corporation. The Portfolios' other
portfolio managers are identified under "Management of the Fund"
in the Fund's Statement of Additional Information.
Mellon is a publicly owned multibank holding company
incorporated under Pennsylvania law in 1971 and registered under
the Federal Bank Holding Company Act of 1956, as amended.
Mellon provides a comprehensive range of financial products and
services in domestic and selected international markets. Mellon
is among the twenty-five largest bank holding companies in the
United States based on total assets. Mellon's principal wholly-
owned subsidiaries are Mellon Bank, N.A., Mellon Bank (DE)
National Association, Mellon Bank (MD), The Boston Company,
Inc., AFCO Credit Corporation and a number of companies known as
Mellon Financial Services Corporations. Through its
subsidiaries, including The Dreyfus Corporation, Mellon managed
more than $193 billion in assets as of December 31, 1994,
including approximately $70 billion in mutual fund assets. As
of December 31, 1994, various subsidiaries of Mellon provided
non-investment services, such as custodial or administration
services, for more than $654 billion in assets, including $74
billion in mutual fund assets.
Under the Management Agreement, the Fund has agreed to
pay The Dreyfus Corporation a monthly fee at the annual rate of
..60 of 1% of the value of the Income Portfolio's average daily
net assets and .75 of 1% of the value of each of the Growth and
Income Portfolio's and Growth Portfolio's average daily net
assets. The management fee payable for the Growth and Income
Portfolio and Growth Portfolio is higher than that paid by most
other investment companies.
Under the Sub-Investment Advisory Agreement, The
Dreyfus Corporation has agreed to pay Mellon Equity an annual
fee payable monthly, at the following rate: .30% of each
Portfolio's average daily net assets up to $100 million; .25% of
such assets between $100 million and $1 billion; .20% of such
assets between $1 billion and $1.5 billion; and .15% of such
assets over $1.5 billion.
Expenses--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, brokerage fees and commissions, if any,
fees of Board members, 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 independent pricing
services, costs of maintaining the Fund's existence, costs
attributable to investor services (including, without
limitation, telephone and personnel expenses), costs of
preparing and printing prospectuses and statements of additional
information for regulatory purposes and for distribution to
existing shareholders, costs of shareholders' reports and
meetings, and any extraordinary expenses. Expenses attributable
to a particular Portfolio are charged against the assets of that
Portfolio; other expenses of the Fund are allocated among the
Portfolios on the basis determined by the Board of Directors,
including, but not limited to, proportionately in relation to
the net assets of each Portfolio.
In addition, Investor Class shares are subject to
certain distribution and service fees. See "Service Plan."
From time to time, The Dreyfus Corporation may waive
receipt of its fee and/or voluntarily assume certain expenses of
a Portfolio, which would have the effect of lowering the overall
expense ratio of that Portfolio and increasing yield to its
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.
The Dreyfus Corporation may pay the Fund's distributor
for shareholder services from The Dreyfus Corporation's own
assets, including past profits but not including the management
fee paid by the Fund. The Fund's distributor may use part or
all of such payments to pay Service Agents in respect of these
services.
Distributor--The Fund's distributor is Premier Mutual Fund
Services, Inc. (the "Distributor"), located at One Exchange
Place, Boston, Massachusetts 02109. The Distributor is a
wholly-owned subsidiary of Institutional Administration
Services, Inc., a provider of mutual fund administration
services, the parent company of which is Boston Institutional
Group, Inc.
Custodian and Transfer and Dividend Disbursing Agent--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 (the "Transfer Agent").
HOW TO BUY FUND SHARES
Investor Class shares are offered to any investor and
may be purchased through the Distributor or certain financial
institutions (which may include banks), securities dealers and
other industry professionals (collectively, "Service Agents")
that have entered into service agreements with the Distributor.
Class R shares are offered only to institutional
investors acting for themselves or in a fiduciary, advisory,
agency, custodial or similar capacity, such as banks and
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
("Retirement Plans"). Class R shares may be purchased for a
Retirement Plan only by a custodian, trustee, investment manager
or other entity authorized to act on behalf of such Plan.
Institutions effecting transactions in Class R shares for the
accounts of their clients may charge their clients direct fees
in connection with such transactions.
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 is $2,500, or $1,000 if
the investor is a client of a Service Agent which has made an
aggregate minimum initial purchase for its customers of $2,500.
Subsequent investments must be at least $100. However, the
minimum initial investment for Dreyfus-sponsored Keogh Plans,
IRAs, SEP-IRAs and 403(b)(7) Plans with only one participant is
$750, with no minimum on subsequent purchases. Individuals who
open an IRA also may open a non-working spousal IRA with a
minimum initial investment of $250. Subsequent investments in a
spousal IRA must be at least $250. The initial investment must
be accompanied by the Fund's Account Application. For full-time
or part-time employees of The Dreyfus Corporation or any of its
affiliates or subsidiaries, directors of The Dreyfus
Corporation, Board members of a fund advised by The Dreyfus
Corporation, including members of the Fund's Board, or the
spouse or minor child of any of the foregoing, the minimum
initial investment is $1,000. For full-time or part-time
employees of The Dreyfus Corporation or any of its affiliates or
subsidiaries who elect to have a portion of their pay directly
deposited into their Fund account, the minimum initial
investment is $50. The Fund reserves the right to offer Fund
shares without regard to minimum purchase requirements to
employees participating in certain qualified or non-qualified
employee benefit plans or other programs where contributions or
account information can be transmitted in a manner and form
acceptable to the Fund. The Fund reserves the right to vary
further the initial and subsequent investment minimum
requirements at any time.
The Internal Revenue Code of 1986, as amended (the
"Code"), imposes various limitations on the amount that may be
contributed to certain 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 a Retirement Plan. Participants and
plan sponsors should consult their tax advisers for details.
Investors may purchase Fund shares by check or wire,
or, with respect to Investor Class shares only, through the
Dreyfus TeleTransfer Privilege described below. Checks should
be made payable to "The Dreyfus Family of Funds," or, if for
Dreyfus retirement plan accounts, to "The Dreyfus Trust Company,
Custodian." Payments to open new accounts which are mailed
should be sent to The Dreyfus Family of Funds, P.O. Box 9387,
Providence, Rhode Island 02940-9387, together with the
investor's Account Application indicating which Portfolio and
Class of shares is being purchased. For subsequent investments,
the investor's Fund account number should appear on the check
and an investment slip should be enclosed and sent to The
Dreyfus Family of Funds, P.O. Box 105, Newark, New Jersey 07101-
0105. For Dreyfus retirement plan accounts, both initial and
subsequent investments should be sent to The Dreyfus Trust
Company, Custodian, P.O. Box 6427, Providence, Rhode Island
02940-6427. Neither initial nor subsequent investments should
be made by third party check. Purchase orders may be delivered
in person only to a Dreyfus Financial Center. These orders will
be forwarded to the Fund and will be processed only upon receipt
thereby. For the location of the nearest Dreyfus Financial
Center, please call one of the telephone numbers listed under
"General Information."
Wire payments may be made if the investor's bank
account is in a commercial bank that is a member of the Federal
Reserve System or any other bank having a correspondent bank in
New York City. Immediately available funds may be transmitted
by wire to The Bank of New York, together with the relevant
Portfolio's DDA # as shown below, for purchase of shares in the
investor's name:
DDA # __________ Dreyfus Retirement Portfolios, Inc./Income
Portfolio--Class R; or
DDA # __________ Dreyfus Retirement Portfolios, Inc./Income
Portfolio--Investor Class; or
DDA # __________ Dreyfus Retirement Portfolios, Inc./Growth
and Income Portfolio--Class R; or
DDA # __________ Dreyfus Retirement Portfolios, Inc./Growth
and Income Portfolio--Investor Class; or
DDA # __________ Dreyfus Retirement Portfolios, Inc./Growth
Portfolio--Class R; or
DDA # __________ Dreyfus Retirement Portfolios, Inc./Growth
Portfolio--Investor Class.
The wire must include the investor's Fund account number (for
new accounts, the investor's Taxpayer Identification Number
("TIN") should be included instead), account registration and
dealer number, if applicable. If an investor's initial purchase
of Portfolio shares is by wire, the investor should call 1-800-
645-6561 after the investor has completed the wire payment in
order to obtain his or her Fund account number. The investor
should include his or her Fund account number on the Fund's
Account Application and promptly mail the Account Application to
the Fund, as no redemptions will be permitted until the Account
Application is received. 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."
Management understands that some Service Agents may
impose certain conditions on their clients which are different
from those described in this Prospectus, and, to the extent
permitted by applicable regulatory authorities, may charge their
clients direct fees. These fees would be in addition to any
amounts which might be received under the Service Plan. Service
Agents may receive different levels of compensation for selling
different classes of shares. Each Service Agent has agreed to
transmit to its clients a schedule of such fees. Investors
should consult their Service Agent in this regard. See "Service
Plan."
The Distributor may pay dealers a fee of up to .5% of
the amount invested through such dealers in Fund shares by
employees participating in qualified or non-qualified employee
benefit plans or other programs where (i) the employers or
affiliated employers maintaining such plans or programs have a
minimum of 250 employees eligible for participation in such
plans or programs or (ii) such plan's or program's aggregate
investment in the Dreyfus Family of Funds or certain other
products made available by the Distributor to such plans or
programs exceeds one million dollars ("Eligible Benefit Plans").
All present holdings of shares of funds in the Dreyfus Family of
Funds by Eligible Benefit Plans will be aggregated to determine
the fee payable with respect to each purchase of Fund shares.
The Distributor reserves the right to cease paying these fees at
any time. The Distributor will pay such fees from its own
funds, other than amounts received from the Fund, including past
profits or any other source available to it.
Shares 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 of each Class is computed by dividing the
value of the Portfolio's net assets represented by such Class
(i.e., the value of its assets less liabilities) by the total
number of shares of such Class outstanding. Each Portfolio's
investments are valued based on market value or, where market
quotations are not readily available, based on fair value as
determined in good faith by the Board of Directors. For further
information regarding the methods employed in valuing the
Portfolios' investments, see "Determination of Net Asset Value"
in the Fund's Statement of Additional Information.
Federal regulations require that 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").
Dreyfus TeleTransfer Privilege--Investor Class
An investor may purchase Investor Class shares
(minimum $500, maximum $150,000 per day) by telephone if he 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 proceeds
will be transferred between the bank account designated in one
of these documents and the investor's Fund account. Only a bank
account maintained in a domestic financial institution which is
an Automated Clearing House member may be so designated. The
Fund may modify or terminate this Privilege at any time or
charge a service fee upon notice to shareholders. No such fee
currently is contemplated.
If an investor has selected the Dreyfus TeleTransfer
Privilege, he may request a Dreyfus TeleTransfer purchase of
Investor Class shares by telephoning 1-800-221-4060 or, if
calling from overseas, 1-401-455-3306.
SHAREHOLDER SERVICES
The services and privileges described under this
heading may not be available to clients of certain Service
Agents and some Service Agents may impose certain conditions on
their clients which are different from those described in this
Prospectus. Investors should consult their Service Agent in
this regard.
Fund Exchanges
An investor may purchase, in exchange for Investor
Class shares or Class R shares of a Portfolio, shares of the
same class of another Portfolio 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. To use this service,
investors should consult their Service Agent or call 1-800-645-
6561 to determine if it is available and whether any conditions
are imposed on its use. With respect to Class R shares held by
Retirement Plans, exchanges may be made only between a
shareholder's Retirement Plan account in one fund and such
shareholder's Retirement Plan account in another fund.
To request an exchange, an investor or the investor's
Service Agent acting on the investor's behalf must give exchange
instructions to the Transfer Agent in writing or by telephone.
Before any exchange, 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 by calling
1-800-645-6561. Except in the case of Personal Retirement
Plans, the shares being exchanged must have a current value of
at least $500; furthermore, when establishing a new account by
exchange, the shares being exchanged must have a value of at
least the minimum initial investment required for the fund into
which the exchange is being made. The ability to issue exchange
instructions by telephone is given to all Fund shareholders
automatically, unless the investor checks the applicable "No"
box on the Account Application, indicating that the investor
specifically refuses this Privilege. The Telephone Exchange
Privilege may be established for an existing account by written
request, signed by all shareholders on the account, or by a
separate signed Shareholder Services Form, also available by
calling 1-800-645-6561. If an investor 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." Upon an exchange, the following shareholder
services and privileges, as applicable and where available, will
be automatically carried over to the fund into which the
exchange is made: Telephone Exchange Privilege, Wire Redemption
Privilege, Telephone Redemption Privilege, Dreyfus TeleTransfer
Privilege and the dividends and distributions payment option
(except for Dreyfus Dividend Sweep) selected by the investor.
Shares will be exchanged at the next determined net
asset value; however, a sales load may be charged with respect
to exchanges into funds sold with a sales load. If an investor
is exchanging into a fund that charges a sales load, the
investor may qualify for share prices which do not include the
sales load or which reflect a reduced sales load, if the shares
of the Fund from which the investor is exchanging were: (a)
purchased with a sales load, (b) acquired by a previous exchange
from shares purchased with a sales load, or (c) acquired through
reinvestment of dividends or distributions paid with respect to
the foregoing categories of shares. To qualify, at the time of
the exchange the investor must notify the Transfer Agent or the
investor's Service Agent must notify the Distributor. Any such
qualification is subject to confirmation of the investor's
holdings through a check of appropriate records. See
"Shareholder Services" in the Statement of Additional
Information. No fees currently are charged shareholders
directly in connection with exchanges, although the Fund
reserves the right, upon not less than 60 days' written notice,
to charge shareholders a nominal fee in accordance with rules
promulgated by the Securities and Exchange Commission. The Fund
reserves the right to reject any exchange request in whole or in
part. The availability of Fund exchanges may be modified or
terminated at any time upon notice to shareholders.
The exchange of shares of one fund or portfolio for
shares of another is treated for Federal income tax purposes as
a sale of the shares given in exchange by the shareholder and,
therefore, an exchanging shareholder may realize, or an exchange
on behalf of a Retirement Plan which is not tax exempt may
result in, a taxable gain or loss.
Dreyfus Auto-Exchange Privilege
Dreyfus Auto-Exchange Privilege enables a shareholder
to invest regularly (on a semi-monthly, monthly, quarterly or
annual basis), in exchange for shares of a Portfolio, in shares
of the same class of another Portfolio or shares of other funds
in the Dreyfus Family of Funds of which such shareholder is
currently an investor. With respect to Class R shares held by
Retirement Plans, exchanges pursuant to the Dreyfus Auto-
Exchange Privilege may be made only between a shareholder's
Retirement Plan account in one fund and such shareholder's
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;
however, a sales load may be charged with respect to exchanges
into funds sold with a sales load. See "Shareholder Services"
in the Statement of Additional Information. The right to
exercise this Privilege may be modified or 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
or portfolio for shares of another is treated for Federal income
tax purposes as a sale of the shares given in exchange by the
shareholder and, therefore, an exchanging shareholder may
realize, or an exchange on behalf of a 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.
Dreyfus-Automatic Asset Builder
Dreyfus-Automatic Asset Builder permits a shareholder
to purchase Portfolio shares (minimum of $100 and maximum of
$150,000 per transaction) at regular intervals selected by the
shareholder. Portfolio shares are purchased by transferring
funds from the bank account designated by the shareholder. At
the shareholder's option, the bank account designated by the
shareholder will be debited in the specified amount, and
Portfolio shares will be purchased, once a month, on either the
first or fifteenth day, or twice a month, on both days. Only an
account maintained at a domestic financial institution which is
an Automated Clearing House member may be so designated. To
establish a Dreyfus-Automatic Asset Builder account, the
shareholder must file an authorization form with the Transfer
Agent. Shareholders may obtain the necessary authorization form
by calling 1-800-645-6561. A shareholder may cancel his
participation in this Privilege or change the amount of purchase
at any time by mailing written notification to The Dreyfus
Family of Funds, P.O. Box 9671, Providence, Rhode Island 02940-
9671, or, if for Dreyfus retirement plan accounts, to The
Dreyfus Trust Company, Custodian, P.O. Box 6427, Providence,
Rhode Island 02940-6427, and the notification will be effective
three business days following receipt. The Fund may modify or
terminate this Privilege at any time or charge a service fee.
No such fee currently is contemplated.
Dreyfus Dividend Options
Dreyfus Dividend Sweep enables a shareholder to invest
automatically dividends or dividends and capital gain
distributions, if any, paid by a Portfolio in shares of the same
class of another Portfolio or other funds in the Dreyfus Family
of Funds of which the shareholder is an investor. Shares of the
other fund will be purchased at the then-current net asset
value; however, a sales load may be charged with respect to
investments in shares of a fund sold with a sales load. If the
shareholder is investing in a fund that charges a sales load,
such shareholder may qualify for share prices which do not
include the sales load or which reflect a reduced sales load.
See "Shareholder Services" in the Statement of Additional
Information. Dreyfus Dividend ACH permits a shareholder to
transfer electronically on the payment date their dividends or
dividends and capital gain distributions, if any, from the Fund
to a designated bank account. Only an account maintained at a
domestic financial institution which is an Automated Clearing
House member may be so designated. Banks may charge a fee for
this service.
For more information concerning these privileges or to
request a Dividend Options Form, please call toll free 1-800-
645-6561. You may cancel these privileges by mailing written
notification to The Dreyfus Family of Funds, P.O. Box 9671,
Providence, Rhode Island 02940-9671. Enrollment in or
cancellation of these privileges is effective three business
days following receipt. These privileges are available only for
existing accounts and may not be used to open new accounts.
Minimum subsequent investments do not apply for Dreyfus Dividend
Sweep. The Fund may modify or terminate these privileges at any
time or charge a service fee. No such fee currently is
contemplated. Shares held under Keogh Plans or IRAs are not
eligible for Dreyfus Dividend Sweep.
Dreyfus Government Direct Deposit Privilege
Dreyfus Government Direct Deposit Privilege enables a
shareholder to purchase Portfolio shares (minimum of $100 and
maximum of $50,000 per transaction) by having Federal salary,
Social Security, or certain veterans', military or other
payments from the Federal government automatically deposited
into such shareholder's Fund account. A shareholder may deposit
as much of such payments as such shareholder elects. To enroll
in Dreyfus Government Direct Deposit, the shareholder must file
with the Transfer Agent a completed Direct Deposit Sign-Up Form
for each type of payment that the shareholder desires to include
in this Privilege. The appropriate form may be obtained by
calling 1-800-645-6561. Death or legal incapacity will
terminate a shareholder's participation in this Privilege. A
shareholder may elect at any time to terminate his participation
by notifying in writing the appropriate Federal agency.
Further, the Fund may terminate a shareholder's participation
upon 30 days' notice to such shareholder.
Dreyfus Payroll Savings Plan
Dreyfus Payroll Savings Plan permits a shareholder to
purchase Portfolio shares (minimum of $100 per transaction)
automatically on a regular basis. Depending upon the direct
deposit program of the shareholder's employer, a shareholder may
have part or all of his paycheck transferred to his existing
Dreyfus account electronically through the Automated Clearing
House system at each pay period. To establish a Dreyfus Payroll
Savings Plan account, the shareholder must file an authorization
form with his employer's payroll department. The shareholder's
employer must complete the reverse side of the form and return
it to The Dreyfus Family of Funds, P.O. Box 9671, Providence,
Rhode Island 02940-9671. A shareholder may obtain the necessary
authorization form by calling 1-800-645-6561. A shareholder may
change the amount of purchase or cancel the authorization only
by written notification to the shareholder's employer. It is
the sole responsibility of the shareholder's employer, not the
Distributor, The Dreyfus Corporation, the Fund, the Transfer
Agent or any other person, to arrange for transactions under the
Dreyfus Payroll Savings Plan. The Fund may modify or terminate
this Privilege at any time or charge a service fee. No such fee
currently is contemplated. Shares held under Keogh Plans, IRAs
or other retirement plans are not eligible for this Privilege.
Automatic Withdrawal Plan
The Automatic Withdrawal Plan permits a shareholder to
request withdrawal of a specified dollar amount (minimum of $50)
on either a monthly or quarterly basis if such shareholder has a
$5,000 minimum account. Particular Retirement Plans, including
Dreyfus sponsored retirement plans, may permit certain
participants to establish an automatic withdrawal plan from such
Retirement Plans. Participants should consult their Retirement
Plan sponsor and tax adviser for details. Such a withdrawal
plan is different than the Automatic Withdrawal Plan. An
application for the Automatic Withdrawal Plan can be obtained by
calling 1-800-645-6561. There is a service charge of 50 cents for
each withdrawal check. The Automatic Withdrawal Plan may be
ended at any time by the shareholder, the Fund or the Transfer
Agent. Shares for which certificates have been issued may not
be redeemed through the Automatic Withdrawal Plan.
Retirement Plans
The Fund offers a variety of pension and profit-
sharing plans, including Keogh Plans, IRAs, SEP-IRAs and IRA
"Rollover Accounts," 401(k) Salary Reduction Plans and 403(b)(7)
Plans. Plan support services also are available. An investor
can obtain details on the various plans by calling the following
numbers toll free: for Keogh Plans, please call 1-800-358-5566;
for IRAs and IRA "Rollover Accounts," please call 1-800-645-
6561; for SEP-IRAs, 401(k) Salary Reduction Plans and 403(b)(7)
Plans, please call 1-800-322-7880.
HOW TO REDEEM FUND SHARES
General
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 Portfolio will redeem the shares at the next
determined net asset value.
The Fund imposes no charges when shares are redeemed.
Service Agents or other 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 Retirement Plans and
certain non-qualified deferred compensation plans, except
distributions representing returns of non-deductible
contributions to the Retirement Plan, generally are taxable
income to the participant. Distributions from such a 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 a Retirement Plan.
Participants in qualified 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 Retirement Plans or certain non-qualified deferred
compensation plans. The administrator, trustee or custodian of
such 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. However,
if an investor has purchased Portfolio shares by check, by
Dreyfus TeleTransfer Privilege or through Dreyfus-Automatic
Asset Builder and subsequently submits a written redemption
request to the Transfer Agent, the redemption proceeds will be
transmitted to the investor promptly upon bank clearance of the
investor's purchase check, Dreyfus TeleTransfer purchase or
Dreyfus-Automatic Asset Builder order, which may take up to
eight business days or more. In addition, the Fund will reject
requests to redeem shares by wire or telephone or pursuant to
the Dreyfus TeleTransfer Privilege for a period of eight
business days after receipt by the Transfer Agent of the
purchase check, the Dreyfus TeleTransfer purchase or the
Dreyfus-Automatic Asset Builder order against which such
redemption is requested. These procedures will not apply if the
investor's shares were purchased by wire payment, or if the
investor otherwise has a sufficient collected balance in the
investor's account to cover the redemption request. Prior to
the time any redemption is effective, dividends on such shares
will accrue and be payable, and the investor will be entitled to
exercise all other rights of beneficial ownership. Portfolio
shares will not be redeemed until the Transfer Agent has
received the investor's Account Application.
The Fund reserves the right to redeem an investor's
account at its option upon not less than 45 days' written notice
if the net asset value of the investor's account is $500 or less
and remains so during the notice period.
Procedures
Investors may redeem shares by using the regular
redemption procedure through the Transfer Agent, the Wire
Redemption Privilege, the Telephone Redemption Privilege, or,
for Investor Class shares only, the Dreyfus TeleTransfer
Privilege. Other redemption procedures may be in effect for
clients of certain Service Agents and institutions. The Fund
makes available to certain large institutions the ability to
issue redemption instructions through compatible computer
facilities.
Investors may redeem 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
privilege or telephone exchange privilege (which is granted
automatically unless the investor refuses it), such investor
authorizes the Transfer Agent to act on telephone 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.
The Fund will require the Transfer Agent to employ reasonable
procedures, such as requiring a form of personal identification,
to confirm that instructions are genuine and, if it does not
follow such procedures, the Fund or the Transfer Agent may be
liable for any losses due to unauthorized or fraudulent
instructions. Neither the Fund nor the Transfer Agent will be
liable for following telephone instructions reasonably believed
to be genuine.
During times of drastic economic or market conditions,
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, the Portfolio's net asset value may fluctuate.
Regular Redemption. Under the regular redemption procedure, an
investor may redeem his 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 may be delivered
in person only to a Dreyfus Financial Center. These requests
will be forwarded to the Fund and will be processed only upon
receipt thereby. For the location of the nearest Dreyfus
Financial Center, please call one of the telephone numbers
listed under "General Information."
Redemption requests must be signed by each shareholder,
including each owner of a joint account, and each signature must
be guaranteed. The Transfer Agent has adopted standards and
procedures pursuant to which signature-guarantees in proper form
generally will be accepted from domestic banks, brokers, dealers,
credit unions, national securities exchanges, registered
securities associations, clearing agencies and savings
associations, as well as from participants in the New York Stock
Exchange Medallion Signature Program, the Securities Transfer
Agents Medallion Program ("STAMP") and the Stock Exchanges
Medallion Program. For more information with respect to
signature-guarantees, please call one of the telephone numbers
listed under "General Information."
Redemption proceeds of at least $1,000 will be wired to
any member bank of the Federal Reserve System in accordance with
a written signature-guaranteed request.
Wire Redemption Privilege. An investor may request by wire or
telephone that redemption proceeds (minimum $1,000) be wired to
the investor's account at a bank which is a member of the Federal
Reserve System, or a correspondent bank if the investor's bank is
not a member. To establish the Wire Redemption Privilege, an
investor must check the appropriate box and supply the necessary
information on the Fund's Account Application or file a
Shareholder Services Form with the Transfer Agent. An investor
may direct that redemption proceeds be paid by check (maximum
$150,000 per day) made out to the owners of record and mailed to
the investor's address. Redemption proceeds of less than $1,000
will be paid automatically by check. Holders of jointly
registered Fund or bank accounts may have redemption proceeds of
not more than $250,000 wired within any 30-day period. An
investor may telephone redemption requests by calling 1-800-221-
4060 or, if calling from overseas, 1-401-455-3306. The Fund
reserves the right to refuse any redemption request, including
requests made shortly after a change of address, and may limit
the amount involved or the number of such requests. This
Privilege may be modified or terminated at any time by the
Transfer Agent or the Fund. The Fund's Statement of Additional
Information sets forth instructions for transmitting redemption
requests by wire. Shares held under Keogh Plans, IRAs or other
retirement plans, and shares for which certificates have been
issued, are not eligible for this Privilege.
Telephone Redemption Privilege. An investor may redeem Fund
shares (maximum $150,000 per day) by telephone if the investor
has checked the appropriate box on the Fund's Account Application
or has filed a Shareholder Services Form with the Transfer Agent.
The redemption proceeds will be paid by check and mailed to the
investor's address. An investor may telephone redemption
instructions 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 telephone, including requests made shortly
after a change of address, and may limit the amount involved or
the number of telephone redemption requests. This Privilege may
be modified or terminated at any time by the Transfer Agent or
the Fund. Shares held under Keogh Plans, IRAs or other
retirement plans, and shares for which certificates have been
issued, are not eligible for this Privilege.
Dreyfus TeleTransfer Privilege--Investor Class. An investor may
redeem Fund shares (minimum $500 per day) by telephone if the
investor 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
proceeds will be transferred between the investor's Fund account
and the bank account designated in one of these documents. Only
such an account maintained in a domestic financial institution
which is an Automated Clearing House member may be so designated.
Redemption proceeds will be on deposit in the investor's account
at an Automated Clearing House member bank ordinarily two days
after receipt of the redemption request or, at the investor's
request, paid by check (maximum $150,000 per day) and mailed to
the investor's address. Holders of jointly registered Fund or
bank accounts may redeem through the Dreyfus TeleTransfer
Privilege for transfer to their bank account not more than
$250,000 within any 30-day period. The Fund reserves the right
to refuse any request made by telephone, including requests made
shortly after a change of address, and may limit the amount
involved or the number of such requests. The Fund may modify or
terminate this Privilege at any time or charge a service fee upon
notice to shareholders. No such fee currently is contemplated.
If an investor has selected the Dreyfus TeleTransfer
Privilege, the investor may request a Dreyfus TeleTransfer
redemption of Fund shares by telephoning 1-800-221-4060 or, if
calling from overseas, 1-401-455-3306. Shares held under Keogh
Plans, IRAs or other retirement plans, and shares issued in
certificate form, are not eligible for this Privilege.
SERVICE PLAN
(INVESTOR CLASS ONLY)
Each Portfolio's Investor Class shares are subject to a
Service Plan adopted pursuant to Rule 12b-1 under the Investment
Company Act of 1940. Under the Service Plan, each Portfolio (a)
reimburses the Distributor for payments to certain Service Agents
for distributing the Portfolio's Investor Class shares and
servicing Investor Class shareholder accounts ("Servicing") and
(b) pays The Dreyfus Corporation, Dreyfus Service Corporation, a
wholly-owned subsidiary of The Dreyfus Corporation, and any
affiliate of either of them (collectively, "Dreyfus") for
advertising and marketing relating to the Portfolio's Investor
Class shares and for Servicing, at an aggregate annual rate of
..25 of 1% of the value of the average daily net assets of the
Portfolio's Investor Class. Each of the Distributor and Dreyfus
may pay one or more Service Agents a fee in respect of Investor
Class shares owned by shareholders with whom the Service Agent
has a Servicing relationship or for whom the Service Agent is the
dealer or holder of record. Each of the Distributor and Dreyfus
determines the amounts, if any, to be paid to Service Agents
under the Service Plan and the basis on which such payments are
made. The fees payable under the Service Plan are payable
without regard to actual expenses incurred.
Each Portfolio bears the costs of preparing and
printing prospectuses and statements of additional information
used for regulatory purposes and for distribution to existing
shareholders. Under the Service Plan, each Portfolio bears (a)
the costs of preparing, printing and distributing prospectuses
and statements of additional information used for other purposes
with respect to the Portfolio's Investor Class and (b) the costs
associated with implementing and operating the Service Plan, the
aggregate of such amounts not to exceed in any fiscal year of the
Fund the greater of $100,000 or .005 of 1% of the value of the
average daily net assets of the Portfolio's Investor Class for
such fiscal year.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Under the Code, each Portfolio 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. No Portfolio will make distributions from net realized
securities gains unless capital loss carryovers, if any, have
been utilized or have expired. Investors, other than Retirement
Plans, may choose whether to receive dividends and distributions
in cash or to reinvest in additional Portfolio shares. Dividends
and distributions paid to Retirement Plans are reinvested
automatically in additional Portfolio shares at net asset value.
All expenses are accrued daily and deducted before declaration of
dividends to investors. Dividends paid by each Class will be
calculated at the same time and in the same manner and will be of
the same amount, except that the expenses attributable solely to
the Investor Class or Class R will be borne exclusively by such
Class. Investor Class shares will receive lower per share
dividends than Class R shares because of the higher expenses
borne by the Investor Class. See "Annual Fund Operating
Expenses."
Dividends paid by a Portfolio to qualified Retirement
Plans or certain non-qualified deferred compensation plans
ordinarily will not be subject to taxation until the proceeds are
distributed from the Retirement Plan. The Fund will not report
dividends paid to such Plans to the IRS. Generally,
distributions from such 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 a 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 a Retirement Plan will be responsible for reporting
distributions from such Plans to the IRS. Participants in
qualified 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 Retirement Plan in excess of the amounts permitted by
law may be subject to an excise tax.
Dividends derived from net investment income, together
with distributions from net realized short-term securities gains
and all or a portion of any gains realized from the sale or other
disposition of certain market discount bonds, paid by a Portfolio
will be taxable to U.S. shareholders and to certain non-qualified
Retirement Plans as ordinary income whether received in cash or
reinvested in Portfolio shares. Distributions from net realized
long-term securities gains of a Portfolio will be taxable to U.S.
shareholders and 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 and whether such distributions are received in cash or
reinvested in 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.
Dividends derived from net investment income, together
with distributions from net realized short-term securities gains
and all or a portion of any gains realized from the sale or other
disposition of certain market discount bonds, paid by a Portfolio
to a foreign investor generally are subject to U.S. nonresident
withholding taxes at the rate of 30%, unless the foreign investor
claims the benefit of a lower rate specified in a tax treaty.
Distributions from net realized long-term securities gains paid
by a Portfolio to a foreign investor as well as the proceeds of
any redemptions from a foreign investor's account, regardless of
the extent to which gain or loss may be realized, generally will
not be subject to U.S. nonresident withholding tax. However,
such distributions may be subject to backup withholding, as
described below, unless the foreign investor certifies his non-
U.S. residency status.
Notice as to the tax status of 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
a Retirement Plan should receive periodic statements from the
trustee, custodian or administrator of their Plan.
With respect to individual investors and certain non-
qualified 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 a Portfolio
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 Portfolio 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 for each Class
may be calculated on the basis of average annual total return
and/or total return. These total return figures reflect changes
in the price of the shares and assume that any income dividends
and/or capital gains distributions made by the Portfolio during
the measuring period were reinvested in shares of the same Class.
These figures also take into account any applicable service and
distribution fees. As a result, at any given time, the
performance of the Investor Class should be expected to be lower
than that of Class R. Performance for each Class will be
calculated separately.
Average annual total return is calculated pursuant to a
standardized formula which assumes that an investment in the
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 the 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., Wilshire 4500 Stock Index, Standard & Poor's
500 Stock Index, the Dow Jones Industrial Average and other
industry publications.
GENERAL INFORMATION
The Fund was organized as a corporation under the laws
of Maryland on July 15, 1993, and has not engaged in active
business to the date of this Prospectus. 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
Portfolio's shares are classified into two classes--Investor
Class and Class R. Each share has one vote and shareholders will
vote in the aggregate and not by class except as otherwise
required by law. However, only holders of Investor Class shares
will be entitled to vote on matters submitted to shareholders
pertaining to the Service Plan.
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
and 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.
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, that 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 794-5452.
No person has been authorized to give any information
or to make any representations other than those contained in this
Prospectus and in the Fund's official sales literature in 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>
DREYFUS RETIREMENT PORTFOLIOS, INC.
INCOME PORTFOLIO
GROWTH AND INCOME PORTFOLIO
GROWTH PORTFOLIO
INVESTOR CLASS AND CLASS R
PART B
(STATEMENT OF ADDITIONAL INFORMATION)
__________, 1995
This Statement of Additional Information, which is not
a prospectus, supplements and should be read in conjunction with
the current Prospectus of Dreyfus Retirement Portfolios, Inc.
(the "Fund"), dated __________ __, 1995, as it may be revised
from time to time. To obtain a copy of the Fund's Prospectus,
please write to the Fund at 144 Glenn Curtiss Boulevard,
Uniondale, New York 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 794-5452
The Dreyfus Corporation ("Dreyfus") serves as each
Portfolio's investment adviser. Dreyfus has engaged Mellon
Equity Associates ("Mellon Equity") to serve as each Portfolio's
sub-investment adviser and to provide day-to-day management of
each Portfolio's investments, subject to the supervision of
Dreyfus. Dreyfus and Mellon Equity Associates are referred to
collectively as the "Advisers."
Premier Mutual Fund Services, Inc. (the "Distributor")
is the distributor of the Fund's shares.
<PAGE>
TABLE OF CONTENTS
Page
Investment Objective and Management Policies . . . . . B-3
Management of the Fund . . . . . . . . . . . . . . . . B-13
Management Arrangements . . . . . . . . . . . . . . . B-17
Purchase of Fund Shares. . . . . . . . . . . . . . . . B-19
Service Plan . . . . . . . . . . . . . . . . . . . . . B-20
Redemption of Fund Shares. . . . . . . . . . . . . . . B-21
Shareholder Services . . . . . . . . . . . . . . . . . B-23
Determination of Net Asset Value . . . . . . . . . . . B-27
Dividends, Distributions and Taxes . . . . . . . . . . B-28
Portfolio Transactions . . . . . . . . . . . . . . . . B-30
Performance Information. . . . . . . . . . . . . . . . B-31
Information About the Fund . . . . . . . . . . . . . . B-32
Custodian, Transfer and Dividend Disbursing Agent,
Counsel and Independent Auditors . . . . . . . . . . B-32
Financial Statements . . . . . . . . . . . . . . . . . B-34
Report of Independent Auditors . . . . . . . . . . . . B-35
<PAGE>
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES
The following information supplements and should be
read in conjunction with the section in the Fund's Prospectus
entitled "Description of the Fund."
Portfolio Securities
Bank Obligations. Domestic commercial banks organized
under Federal law are supervised and examined by the Comptroller
of the Currency and are required to be members of the Federal
Reserve System and to have their deposits insured by the Federal
Deposit Insurance Corporation (the "FDIC"). Domestic banks
organized under state law are supervised and examined by state
banking authorities but are members of the Federal Reserve
System only if they elect to join. In addition, state banks
whose certificates of deposit ("CDs") may be purchased by the
Portfolio are insured by the FDIC (although such insurance may
not be of material benefit to the Portfolio, depending on the
principal amount of the CDs of each bank held by the Portfolio)
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 Portfolio 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 Advisers carefully evaluate such investments on a
case-by-case basis.
Repurchase Agreements. The Fund's custodian or sub-
custodian will have custody of, and will hold in a segregated
account, securities acquired by a Portfolio under a repurchase
agreement. Repurchase agreements are considered by the staff of
the Securities and Exchange Commission to be loans by the
Portfolio that enters into them. In an attempt to reduce the
risk of incurring a loss on a repurchase agreement, each
Portfolio will enter into repurchase agreements only with
domestic banks with total assets in excess of one billion
dollars, or primary government securities dealers reporting to
the Federal Reserve Bank of New York, with respect to securities
of the type in which the Portfolio may invest, and will require
that additional securities be deposited with it if the value of
the securities purchased should decrease below the resale price.
The Advisers will monitor on an ongoing basis the value of the
collateral to assure that it always equals or exceeds the
repurchase price. The Fund will consider on an ongoing basis
the creditworthiness of the institutions with which each
Portfolio enters into repurchase agreements.
Commercial Paper and Other Short-Term Corporate
Obligations. Variable rate demand notes include variable amount
master demand notes, which are obligations that permit the
Portfolio to invest fluctuating amounts at varying rates of
interest pursuant to direct arrangements between the Portfolio,
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 Advisers 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 Portfolio may
invest in them only if at the time of an investment the borrower
meets the criteria set forth in the Fund's Prospectus for other
commercial paper issuers.
American, European and Continental Depositary Receipts.
Each of the Growth and Income Portfolio and Growth Portfolio may
invest in the securities of foreign issuers in the form of
American Depositary Receipts, European Depositary Receipts and
Continental Depositary Receipts through "sponsored" or
"unsponsored" facilities. A sponsored facility is established
jointly by the issuer of the underlying security and a
depositary, whereas a depositary may establish an unsponsored
facility without participation by the issuer of the deposited
security. Holders of unsponsored depositary receipts generally
bear all the costs of such facilities and the depositary of an
unsponsored facility frequently is under no obligation to
distribute shareholder communications received from the issuer
of the deposited security or to pass through voting rights to
the holders of such receipts in respect of the deposited
securities.
Illiquid Securities. When purchasing securities that
have not been registered under the Securities Act of 1933, as
amended, and are not readily marketable, the Fund will endeavor
to obtain the right to registration at the expense of the
issuer. Generally, there will be a lapse of time between the
Fund's decision to sell any such security and the registration
of the security permitting sale. During any such period, the
price of the securities will be subject to market fluctuations.
However, if a substantial market of qualified institutional
buyers develops pursuant to Rule 144A under the Securities Act
of 1933, as amended, for certain unregistered securities held by
a Portfolio, the Fund intends to treat such securities as liquid
securities in accordance with procedures approved by the Fund's
Board of Directors. Because it is not possible to predict with
assurance how the market for restricted securities pursuant to
Rule 144A will develop, the Fund's Board of Directors has
directed the Advisers to monitor carefully each Portfolio's
investments in such securities with particular regard to trading
activity, availability of reliable price information and other
relevant information. To the extent that, for a period of time,
qualified institutional buyers cease purchasing restricted
securities pursuant to Rule 144A, a Portfolio's investing in
such securities may have the effect of increasing the level of
illiquidity in its investment portfolio during such period.
Management Policies
Each Portfolio engages to the extent described below in
the following practices in furtherance of its objective.
Options Transactions. The Portfolio may engage in
options transactions, such as purchasing or writing covered call
or put options. In return for a premium, the writer of a
covered call option forfeits the right to any appreciation in
the value of the underlying security above the strike price for
the life of the option (or until a closing purchase transaction
can be effected). Nevertheless, the call writer retains the
risk of a decline in the price of the underlying security. The
writer of a covered put option accepts the risk of a decline in
the price of the underlying security. The size of the premiums
that the Portfolio 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. The Portfolio may write (a) in-the-money
call options when the Advisers expect 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
Advisers expect 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 Advisers expect 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 Advisers believe 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 the
Portfolio is unable to effect a closing purchase transaction in
a secondary market, it will not be able to sell the underlying
security until the option expires or it delivers the underlying
security upon exercise or it otherwise covers its position.
Stock Index Options. Each Portfolio may purchase and
write put and call options on stock indices, to the extent
consistent with the Portfolio's management policies. A stock
index fluctuates with changes in the market values of the stocks
included in the index.
Options on stock indices 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.
Foreign Currency Transactions. If the Growth and
Income Portfolio or Growth Portfolio enters into a currency
transaction, it will deposit, if so required by applicable
regulations, with the Fund's custodian cash or readily
marketable securities in a segregated account of the Portfolio
in an amount at least equal to the value of the Portfolio's
total assets committed to the consummation of the forward
contract. If the value of the securities placed in the
segregated account declines, additional cash or securities will
be placed in the account so that the value of the account will
equal the amount of the Portfolio's commitment with respect to
the contract.
At or before the maturity of a forward contract, the
Portfolio either may sell a security and make delivery of the
currency, or retain the security and offset its contractual
obligation to deliver the currency by purchasing a second
contract pursuant to which the Portfolio will obtain, on the
same maturity date, the same amount of the currency which it is
obligated to deliver. If the Portfolio retains the portfolio
security and engages in an offsetting transaction, the
Portfolio, at the time of execution of the offsetting
transaction, will insure a gain or loss to the extent movement
has occurred in forward contract prices. Should forward prices
decline during the period between the Portfolio's entering into
a forward contract for the sale of a currency and the date it
enters into an offsetting contract for the purchase of the
currency, the Portfolio will realize a gain to the extent the
price of the currency it has agreed to sell exceeds the price of
the currency it has agreed to purchase. Should forward prices
increase, the Portfolio will suffer a loss to the extent the
price of the currency it has agreed to purchase exceeds the
price of the currency it has agreed to sell.
The cost to the Portfolio of engaging in currency
transactions varies with factors such as the currency involved,
the length of the contract period and the market conditions then
prevailing. Because transactions in currency exchange usually
are conducted on a principal basis, no fees or commissions are
involved. The use of forward currency exchange contracts does
not eliminate fluctuations in the underlying prices of the
securities, but it does establish a rate of exchange that can be
achieved in the future. If a devaluation generally is
anticipated, the Portfolio may not be able to contract to sell
the currency at a price above the devaluation level it
anticipates. The requirements for qualification as a regulated
investment company under the Internal Revenue Code of 1986, as
amended (the "Code"), may cause each of these Portfolios to
restrict the degree to which it engages in currency
transactions. See "Dividends, Distributions and Taxes."
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 portfolio 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 short-term 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
Portfolio 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 10 as fundamental policies. These
restrictions cannot be changed as to a Portfolio without
approval by the holders of a majority (as defined in the
Investment Company Act of 1940, as amended (the "Act")) of such
Portfolio's outstanding voting shares. Investment restrictions
numbered 11 through 16 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 more than 5% of its assets in the
obligations of any single issuer, except that up to 25% of the
value of the Portfolio's total assets may be invested, and
securities issued or guaranteed by the U.S. Government, or its
agencies or instrumentalities may be purchased, without regard
to any such limitation.
2. Hold more than 10% of the outstanding voting
securities of any single issuer. This Investment Restriction
applies only with respect to 75% of the Portfolio's total
assets.
3. Invest in commodities, except that the Portfolio
may purchase and sell options, forward contracts, futures
contracts, including those relating to indices, and options on
futures contracts or indices.
4. 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.
5. Borrow money, except to the extent permitted under
the Act (which currently limits borrowing to no more than
33-1/3% of the Portfolio's total assets). For purposes of this
investment restriction, the entry into options, forward
contracts, futures contracts, including those relating to
indices, and options on futures contracts or indices shall not
constitute borrowing.
6. 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.
7. 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.
8. 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.
9. 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. 3, 5, 12
and 13 may be deemed to give rise to a senior security.
10. Purchase securities on margin, but the Portfolio
may make margin deposits in connection with transactions in
options, forward contracts, futures contracts, including those
relating to indices, and options on futures contracts or
indices.
11. 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.
12. Pledge, mortgage or hypothecate its assets, except
to the extent necessary to secure permitted borrowings and to
the extent related to the purchase of securities on a when-
issued or forward commitment basis and the deposit of assets in
escrow in connection with writing covered put and call options
and collateral and initial or variation margin arrangements with
respect to options, forward contracts, futures contracts,
including those relating to indices, and options on futures
contracts or indices.
13. 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.
14. 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.
15. 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.
16. Purchase securities of other investment companies,
except to the extent permitted under the Act.
Each Portfolio may invest, notwithstanding any other
investment restriction (whether or not fundamental), all of its
assets in the securities of a single open-end management
investment company with substantially the same fundamental
investment objective, policies and restrictions as the
Portfolio.
If a percentage restriction is adhered to at the time
of investment, a later change in percentage resulting from a
change in values or assets will not constitute a violation of
such restriction.
The Fund may make commitments more restrictive than the
restrictions listed above so as to permit the sale of Portfolio
shares in certain states. Should the Fund determine that a
commitment is no longer in the best interest of the Portfolio
and its shareholders, the Fund reserves the right to revoke the
commitment by terminating the sale of such Portfolio's shares in
the state involved.
MANAGEMENT OF THE FUND
Directors and officers of the Fund, together with
information as to their principal business occupations during at
least the last five years, are shown below. Each Director who
is deemed to be an "interested person" of the Fund, as defined
in the Act, is indicated by an asterisk.
Directors of the Fund
LUCY WILSON BENSON, Director. President of Benson and
Associates, consultants to business and government.
Mrs. Benson is a director of Communications Satellite
Corporation, General RE Corporation, 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. Mrs. Benson is also a Board member of __
other funds in the Dreyfus Family of Funds. Mrs.
Benson is __ years old and her address is 46 Sunset
Avenue, Amherst, Massachusetts 01002.
* DAVID W. BURKE, Director. Since August 1994, Consultant to
Dreyfus. From October 1990 to August 1994, Vice
President and Chief Administrative Officer of Dreyfus.
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. Mr. Burke is
also a Board member of 52 other funds in the Dreyfus
Family of Funds. Mr. Burke is 59 years old and his
address is 200 Park Avenue, New York, New York 10166.
* JOSEPH S. DiMARTINO, Chairman of the Board. Since January
1995, Chairman of the Board of various funds in the
Dreyfus Family of Funds. For more than five years
prior thereto, he was President, a director and, until
August 1994, Chief Operating Officer of Dreyfus and
Executive Vice President and a director of Dreyfus
Service Corporation, a wholly-owned subsidiary of
Dreyfus which served as the Fund's distributor before
August 1994. From August 24, 1994 to December 31,
1994, he was a director of Mellon Bank Corporation. He
is also a director of Noel Group, Inc.; a director and
former Treasurer of The National Muscular Dystrophy
Association; and a trustee of Bucknell University. Mr.
DiMartino is also a Board member of __ other funds in
the Dreyfus Family of Funds. Mr. DiMartino is 51 years
old and 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. Mr. Fife is also a Board member
of 11 other funds in the Dreyfus Family of Funds. Mr.
Fife is 68 years old and 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. Mr. Gerard is also a Board
member of 11 other funds in the Dreyfus Family of
Funds. Mr. Gerard is 59 years old and his address is
30 Rockefeller Plaza, New York, New York 10112.
ROBERT R. GLAUBER, Director. Research Fellow, Center for
Business and Government at the John F. Kennedy School
of Government, Harvard University, since January 1992.
Mr. Glauber was Under Secretary of the Treasury for
Finance at the U.S. Treasury Department from May 1989
to January 1992. For more than 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. Mr. Glauber is also a Board member
of __ other funds in the Dreyfus Family of Funds.
Mr. Glauber is __ years old and his address is 79
John F. Kennedy Street, Cambridge, Massachusetts 02138.
ARTHUR A. HARTMAN, Director. Senior consultant with APCO
Associates Inc. From 1981 to 1987, he was United
States Ambassador to the former Soviet Union. He is a
director of the ITT Hartford Insurance Group, Ford
Meter Box Corporation, Lauter International and a
member of the advisory councils of several other
companies, research institutes and foundations. He is
a former President of the Harvard Board of Overseers.
Mr. Hartman is also a Board member of 11 other funds in
the Dreyfus Family of Funds. Mr. Hartman is 69 years
old and 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, State Farm Life Insurance Company and
Federal Realty Investment Trust. Mr. Perry is also a
Board member of __ other funds in the Dreyfus Family of
Funds. Mr. Perry is __ years old and his address is
1775 Massachusetts Avenue, N.W., Washington, D.C.
20015.
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. From 1982 to
1986, he was Assistant Secretary of State for East
Asian and Pacific Affairs, Department of State.
Mr. Wolfowitz is also a Board member of __ other funds
in the Dreyfus Family of Funds. Mr. Wolfowitz is 50
years old and his address is 1740 Massachusetts Avenue,
N.W., Washington, D.C. 20036.
For so long as the Fund's plan described in the section
captioned "Service Plan" remains in effect, the Directors of the
Fund who are not "interested persons" of the Fund, as defined in
the Act, will be selected and nominated by the Directors who are
not "interested persons" of the Fund.
The Fund typically pays its Directors an annual
retainer and a per meeting fee and reimburses them for their
expenses. The Chairman of the Board receives an additional 25%
of such compensation. The estimated amount of compensation
payable by the Fund to each Director for the fiscal year ending
April 30, 1996, and the aggregate amount of compensation paid to
each Director for the year ended December 31, 1994 by all other
funds in the Dreyfus Family of Funds for which such person is a
Board member are as follows:
<TABLE>
<CAPTION>
(3) (5)
(2) Pension or (4) Total Compensation
(1) Aggregate Retirement Benefits Estimated Annual From Fund and
Name of Board Compensation from Accrued as Part of Benefits Upon Fund Complex Paid
Member Fund* Fund's Expenses Retirement to Board Member
<S> <C> <C> <C>
Lucy Wilson Benson
David W. Burke
Joseph S. DiMartino
Martin D. Fife
Whitney I. Gerard
Robert R. Glauber
Arthur A. Hartman
George L. Perry
Paul Wolfowitz
</TABLE>
______________________________
*Amount does not include reimbursed expenses for attending Board
meeting, which
are estimated to be approximately $________ for all Directors as
a group.
Officers of the Fund
MARIE E. CONNOLLY, President and Treasurer. President and Chief
Operating Officer of the Distributor and an officer of
other investment companies advised or administered by
Dreyfus. From December 1991 to July 1994, she was
President and Chief Compliance Officer of Funds
Distributor, Inc., a wholly-owned subsidiary of The
Boston Company, Inc. Prior to December 1991, she
served as Vice President and Controller, and later as
Senior Vice President, of The Boston Company Advisors,
Inc. She is 37 years old.
JOHN E. PELLETIER, Vice President and Secretary. Senior Vice
President and General Counsel of the Distributor and an
officer of other investment companies advised or
administered by Dreyfus. From February 1992 to July
1994, he served as Counsel for The Boston Company
Advisors, Inc. From August 1990 to February 1992, he
was employed as an Associate at Ropes & Gray, and prior
to August 1990, he was employed as an Associate at
Sidley & Austin. He is 30 years old.
ERIC B. FISCHMAN, Vice President and Assistant Secretary.
Associate General Counsel of the Distributor and an
officer of other investment companies advised or
administered by Dreyfus. From September 1992 to
August 1994, he was an attorney with the Board of
Governors of the Federal Reserve System. He is 30
years old.
FREDERICK C. DEY, Vice President and Assistant Treasurer.
Senior Vice President of the Distributor and an officer
of other investment companies advised or administered
by Dreyfus. From 1988 to August 1994, he was Manager
of the High Performance Fabric Division of Springs
Industries Inc. He is 33 years old.
JOSEPH S. TOWER, III, Assistant Treasurer. Senior Vice
President, Treasurer and Chief Financial Officer of the
Distributor and an officer of other investment
companies advised or administered by Dreyfus. From
July 1988 to August 1994, he was employed by The Boston
Company, Inc. where he held various management
positions in the Corporate Finance and Treasury areas.
He is 32 years old.
JOHN J. PYBURN, Assistant Treasurer. Vice President of the
Distributor and an officer of other investment
companies advised or administered by Dreyfus. From
1984 to July 1994, he was Assistant Vice President in
the Mutual Fund Accounting Department of Dreyfus. He
is 59 years old.
PAUL FURCINITO, Assistant Secretary. Assistant Vice President
of the Distributor and an officer of other investment
companies advised or administered by Dreyfus. From
January 1992 to July 1994, he was a Senior Legal
Product Manager and, from January 1990 to January 1992,
a mutual fund accountant, for The Boston Company
Advisors, Inc. He is 28 years old.
RUTH D. LEIBERT, Assistant Secretary. Assistant Vice President
of the Distributor and an officer of other investment
companies advised or administered by Dreyfus. From
March 1992 to July 1994, she was a Compliance Officer
for The Managers Funds, a registered investment
company. From March 1990 until September 1991, she was
Development Director of The Rockland Center for the
Arts and, prior thereto, was employed as a Research
Assistant for the Bureau of National Affairs. She is
50 years old.
The address of each officer of the Fund is 200 Park
Avenue, New York, New York 10166.
MANAGEMENT ARRANGEMENTS
The following information supplements and should be
read in conjunction with the section in the Fund's Prospectus
entitled "Management of the Fund."
Management Agreement. Dreyfus supervises investment
management of each Portfolio pursuant to the Management
Agreement (the "Management Agreement"), dated February 2, 1995
between Dreyfus and the Fund. The Management Agreement is
subject to annual approval by (i) the Fund's Board of Directors
or (ii) vote of a majority (as defined in the Act) of the
outstanding voting securities of the 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 Dreyfus, by vote cast in person at a
meeting called for the purpose of voting on such approval. The
Management 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 the Portfolio's shares, or, upon not
less than 90 days' notice, by Dreyfus. The Management Agreement
will terminate automatically in the event of its assignment (as
defined in the Act).
The following persons are officers and/or directors of
Dreyfus: Howard Stein, Chairman of the Board and Chief
Executive Officer; W. Keith Smith, Vice Chairman of the Board;
Robert E. Riley, President, Chief Operating Officer and a
director; Lawrence S. Kash, Vice Chairman--Distribution and a
director; Philip L. Toia, Vice Chairman--Operations and
Administration; Paul H. Snyder, Vice President and Chief
Financial Officer; Daniel C. Maclean, Vice President and General
Counsel; Barbara E. Casey, Vice President--Retirement Services;
Robert F. Dubuss, Vice President; Henry D. Gottmann, Vice
President--Retail; Elie M. Genadry, Vice President--Wholesale;
Mark N. Jacobs, Vice President--Fund Legal and Compliance;
Jeffrey N. Nachman, Vice President--Mutual Fund Accounting;
Diane M. Coffey, Vice President--Corporate Communications;
Katherine C. Wickham, Vice President--Human Resources; Maurice
Bendrihem, Controller; and Mandell L. Berman, Frank V. Cahouet,
Alvin E. Friedman, Lawrence M. Greene, Julien A. Smerling and
David B. Truman, directors.
Dreyfus maintains office facilities on behalf of the
Fund, and furnishes the Fund statistical and research data,
clerical help, accounting, data processing, bookkeeping and
internal auditing and certain other required services to the
Fund. Dreyfus also may make such advertising and promotional
expenditures using its own resources, as it from time to time
deems appropriate.
Sub-Investment Advisory Agreements. Mellon Equity
provides investment advisory assistance and day-to-day
management of each Portfolio's investments pursuant to the Sub-
Investment Advisory Agreement (the "Sub-Advisory Agreement"),
dated February 2, 1995 between Mellon Equity and Dreyfus. The
Sub-Advisory 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 Portfolio's outstanding voting securities,
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 Advisers, by vote
cast in person at a meeting called for the purpose of voting on
such approval. The Sub-Advisory Agreement is terminable without
penalty, (i) by Dreyfus on 60 days' notice, (ii) by the Fund's
Board of Directors or by vote of the holders of a majority of
the Portfolio's outstanding voting securities on 60 days'
notice, or (iii) upon not less than 90 days' notice, by Mellon
Equity. The Sub-Advisory Agreement will terminate automatically
in the event of its assignment (as defined in the Act).
The following persons are officers and/or directors of
Mellon Equity: Phillip R. Roberts, Chairman of the Board; and
William P. Rydell, President and Chief Executive Officer.
Mellon Equity provides day-to-day management of each
Portfolio's investments, subject to the supervision of Dreyfus
and the approval of the Board of Directors. The Advisers
provide the Fund with portfolio managers who are authorized by
the Board of Directors to execute purchases and sales of
securities for each Portfolio. The Fund's portfolio managers
are: Steven A. Falci and __________. The Advisers maintain
research departments with professional portfolio managers and
securities analysts who provide research services for the Fund
as well as for other funds advised by Dreyfus and Mellon Equity.
Expenses. All expenses incurred in the operation of
the Fund are borne by the Fund, except to the extent
specifically assumed by Dreyfus. The expenses borne by the Fund
include: organizational costs, taxes, interest, loan commitment
fees, interest and distributions paid on securities sold short,
brokerage fees and commissions, if any, fees of Board members,
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 preparing and printing prospectuses and
statements of additional information for regulatory purposes and
for distribution to existing shareholders, costs of
shareholders' reports and meetings, and any extraordinary
expenses. Expenses attributable to a particular Portfolio are
charged against the assets of that Portfolio; other expenses of
the Fund are allocated among the Portfolios on the basis
determined by the Board of Directors, including, but not limited
to, proportionately in relation to the net assets of the
Portfolios.
In addition, Investor Class shares are subject to
annual distribution and service fees. See "Service Plan."
Dreyfus has agreed that if in any fiscal year the
aggregate expenses of a 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
that Portfolio, the Fund may deduct from the payment to be made
to Dreyfus under the Management Agreement, or Dreyfus 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 Dreyfus is not
subject to reduction as the value of the Portfolios' net assets
increases.
PURCHASE OF FUND SHARES
The following information supplements and should be
read in conjunction with the section in the Fund's Prospectus
entitled "How to Buy Fund Shares."
The Distributor. The Distributor serves as the Fund's
distributor pursuant to an agreement which is renewable
annually. The Distributor also acts as distributor for the
other funds in the Dreyfus Family of Funds and for certain other
investment companies.
Dreyfus TeleTransfer Privilege--Investor Class.
Dreyfus TeleTransfer purchase orders may be made between the
hours of 8:00 a.m. and 4:00 p.m., New York time, on any business
day that The Shareholder Services Group, Inc., the Fund's
transfer and dividend disbursing agent (the "Transfer Agent"),
and the New York Stock Exchange are open. Such purchases will
be credited to the shareholder's Portfolio account on the next
bank business day. To qualify to use the Dreyfus TeleTransfer
Privilege, the initial payment for purchase of Investor Class
shares must be drawn on, and redemption proceeds paid to, the
same bank and account as are designated on the Account
Application or Shareholder Services Form on file. If the
proceeds of a particular redemption are to be wired to an
account at any other bank, the request must be in writing and
signature-guaranteed. See "Redemption of Fund Shares--Dreyfus
TeleTransfer Privilege--Investor Class."
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.
SERVICE PLAN
(INVESTOR CLASS ONLY)
The following information supplements and should be
read in conjunction with the section in the Fund's Prospectus
entitled "Service Plan."
Rule 12b-1 (the "Rule") adopted by the Securities and
Exchange Commission under the Act provides, among other things,
that an investment company may bear expenses of distributing its
shares only pursuant to a plan adopted in accordance with the
Rule. The Fund's Board of Directors has adopted such a plan
with respect to the Investor Class shares of each Portfolio (the
"Plan"). The Fund's Board of Directors believes that there is a
reasonable likelihood that the Fund's Plan will benefit each
Portfolio and the holders of its Investor Class shares. In some
states, certain financial institutions effecting transactions in
Portfolio shares may be required to register as dealers pursuant
to state law.
A quarterly report of the amounts expended under the
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 it may not be amended to
increase materially the cost which holders of Investor Class
shares of the Portfolio may bear pursuant to the Plan without
the approval of the holders of the Investor Class shares and
that other material amendments of the Plan must be approved by
the Board of Directors and by the Directors who are not
"interested persons" (as defined in the Act) of the Fund and
have no direct or indirect financial interest in the operation
of the Plan or in any agreements entered into in connection with
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 was so approved by the Directors at a meeting held on
September 16, 1994. The Plan may be terminated at any time 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 or in any agreements entered into in
connection with the Plan or by vote of the holders of a majority
of Investor Class shares.
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 Portfolio shares to be redeemed must be submitted
with the redemption request. Written redemption requests must
be signed by each shareholder, including each holder of a joint
account, and each signature must be guaranteed. Signatures on
endorsed certificates submitted for redemption also must be
guaranteed. The Transfer Agent has adopted standards and
procedures pursuant to which signature-guarantees in proper form
generally will be accepted from domestic banks, brokers,
dealers, credit unions, national securities exchanges,
registered securities associations, clearing agencies and
savings associations as well as from participants in the New
York Stock Exchange Medallion Signature Program, the Securities
Transfer Agents Medallion Program ("STAMP") and the Stock
Exchanges Medallion Program. Guarantees must be signed by an
authorized signatory of the guarantor and "Signature-Guaranteed"
must appear with the signature. The Transfer Agent may request
additional documentation from corporations, executors,
administrators, trustees or guardians, and may accept other
suitable verification arrangements from foreign investors, such
as consular verification. For more information with respect to
signature-guarantees, please call one of the telephone numbers
listed on the cover.
Dreyfus TeleTransfer Privilege--Investor Class.
Investors should be aware that if they have selected the Dreyfus
TeleTransfer Privilege, any request for a wire redemption will
be effected as a Dreyfus TeleTransfer transaction through the
Automated Clearing House ("ACH") system unless more prompt
transmittal specifically is requested. Redemption proceeds will
be on deposit in the investor's account at an ACH member bank
ordinarily two business days after receipt of the redemption
request. See "Purchase of Fund Shares--Dreyfus TeleTransfer
Privilege--Investor Class."
Redemption Commitment. The Fund has committed itself
to pay in cash all redemption requests by any shareholder of
record of the Portfolio, limited in amount during any 90-day
period to the lesser of $250,000 or 1% of the value of the
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 this event, the
securities would be valued in the same manner as the Portfolio's
investments 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 Portfolio 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
Portfolio's shareholders.
SHAREHOLDER SERVICES
The following information supplements and should be
read in conjunction with the section in the Fund's Prospectus
entitled "Shareholder Services."
Fund Exchanges. Shares purchased by exchange will be
purchased on the basis of relative net asset value per share as
follows:
A. Exchanges for shares of funds that are offered
without a sales load will be made without a sales
load.
B. Shares of funds purchased without a sales load may
be exchanged for shares of other funds sold with a
sales load, and the applicable sales load will be
deducted.
C. Shares of funds purchased with a sales load may be
exchanged without a sales load for shares of other
funds sold without a sales load.
D. Shares of funds purchased with a sales load,
shares of funds acquired by a previous exchange
from shares purchased with a sales load and
additional shares acquired through reinvestment of
dividends or distributions of any such funds
(collectively referred to herein as "Purchased
Shares") may be exchanged for shares of other
funds sold with a sales load (referred to herein
as "Offered Shares"), provided that, if the sales
load applicable to the Offered Shares exceeds the
maximum sales load that could have been imposed in
connection with the Purchased Shares (at the time
the Purchased Shares were acquired), without
giving effect to any reduced loads, the difference
will be deducted.
To accomplish an exchange under item D above,
shareholders must notify the Transfer Agent of their prior
ownership of fund shares and their account number.
To request an exchange, an investor or the investor's
Service Agent acting on the investor's behalf must give exchange
instructions to the Transfer Agent in writing or by telephone.
The ability to issue exchange instructions by telephone is given
to all Fund shareholders automatically, unless the investor
checks the applicable "No" box on the Account Application,
indicating that the investor specifically refuses this
Privilege. By using the Telephone Exchange Privilege, the
investor authorizes the Transfer Agent to act on telephonic
instructions from any person representing himself or herself to
be the investor or a representative of the investor's Service
Agent, and reasonably believed by the Transfer Agent to be
genuine. Telephone exchanges may be subject to limitations as
to the amount involved or the number of telephone exchanges
permitted. Shares issued in certificate form are not eligible
for telephone exchange.
Exchanges of Class R shares held by a Retirement Plan
may be made only between the investor's Retirement Plan account
in one fund and such investor's Retirement Plan account in
another fund.
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 SEP-IRAs with only one participant, the minimum initial
investment is $750. To exchange shares held in Corporate Plans,
403(b)(7) Plans and IRAs set up under a Simplified Employee
Pension Plan ("SEP-IRAs") with more than one participant, the
minimum initial investment is $100 if the plan has at least
$2,500 invested among the funds in the Dreyfus Family of Funds.
To exchange shares held in a Retirement Plan account, the shares
exchanged must have a current value of at least $100.
Dreyfus Auto-Exchange Privilege. Dreyfus Auto-Exchange
Privilege permits an investor to purchase, in exchange for
shares of a Portfolio, shares of the same class of another
Portfolio or shares of another fund in the Dreyfus Family of
Funds. This Privilege is available only for existing accounts.
With respect to Class R shares held by a Retirement Plan,
exchanges may be made only between the investor's Retirement
Plan account in one fund and such investor's Retirement Plan
account in another fund. Shares will be exchanged on the basis
of relative net asset value as described above under "Fund
Exchanges." Enrollment in or modification or cancellation of
this Privilege is effective three business days following
notification by 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. Shares held under IRA and other
retirement plans are eligible for this Privilege. Exchanges of
IRA shares may be made between IRA accounts and from regular
accounts to IRA accounts, but not from IRA accounts to regular
accounts. With respect to all other retirement accounts,
exchanges may be made only among those accounts.
Fund exchanges and 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 by calling 1-800-645-6561. The
Portfolio reserves the right to reject any exchange request in
whole or in part. The Fund exchange service or Dreyfus Auto-
Exchange Privilege may be modified or terminated at any time
upon notice to shareholders.
Automatic Withdrawal. The Automatic Withdrawal Plan
permits an investor with a $5,000 minimum account to request
withdrawal of a specified dollar amount (minimum of $50) on
either a monthly or quarterly basis. Withdrawal payments are
the proceeds from sales of Portfolio shares, not the yield on
the shares. If withdrawal payments exceed reinvested dividends
and distributions, the investor's shares will be reduced and
eventually may be depleted. There is a service charge of $.50
for each withdrawal check. Automatic Withdrawal may be
terminated at any time by the investor, the Fund or the Transfer
Agent. Shares for which certificates have been issued may not
be redeemed through the Automatic Withdrawal Plan.
Dreyfus Dividend Sweep. Dreyfus Dividend Sweep allows
investors to invest on the payment date their dividends or
dividends and capital gain distributions, if any, from a
Portfolio in shares of the same class of another Portfolio or
shares of another fund in the Dreyfus Family of Funds of which
the investor is a shareholder. Shares of the same class of
other funds purchased pursuant to this privilege will be
purchased on the basis of relative net asset value per share as
follows:
A. Dividends and distributions paid by a fund may be
invested without imposition of a sales load in
shares of other funds that are offered without a
sales load.
B. Dividends and distributions paid by a fund which
does not charge a sales load may be invested in
shares of other funds sold with a sales load, and
the applicable sales load will be deducted.
C. Dividends and distributions paid by a fund which
charges a sales load may be invested in shares of
other funds sold with a sales load (referred to
herein as "Offered Shares"), provided that, if the
sales load applicable to the Offered Shares
exceeds the maximum sales load charged by the fund
from which dividends or distributions are being
swept, without giving effect to any reduced loads,
the difference will be deducted.
D. Dividends and distributions paid by a fund may be
invested in shares of other funds that impose a
contingent deferred sales charge ("CDSC") and the
applicable CDSC, if any, will be imposed upon
redemption of such shares.
Corporate Pension/Profit-Sharing and Retirement Plans.
The Fund makes available to corporations a variety of prototype
pension and profit-sharing plans including a 401(k) Salary
Reduction Plan. In addition, the Fund makes available Keogh
Plans, IRAs, including SEP-IRAs and IRA "Rollover Accounts," and
403(b)(7) Plans. Plan support services also are available.
Investors who wish to purchase Portfolio shares in
conjunction with a Keogh Plan, a 403(b)(7) Plan or an IRA,
including an SEP-IRA, may request from the Distributor forms for
adoption of such plans.
The entity acting as custodian for Keogh Plans,
403(b)(7) Plans or IRAs may charge a fee, payment of which could
require the liquidation of shares. All fees charged are
described in the appropriate form.
Shares may be purchased in connection with these plans
only by direct remittance to the entity acting as custodian.
Purchases for these plans may not be made in advance of receipt
of funds.
The minimum initial investment for corporate plans,
Salary Reduction Plans, 403(b)(7) Plans and SEP-IRAs with more
than one participant, is $2,500 with no minimum on subsequent
purchases. The minimum initial investment for Dreyfus-sponsored
Keogh Plans, IRAs, SEP-IRAs and 403(b)(7) Plans with only one
participant, is normally $750, with no minimum on subsequent
purchases. Individuals who open an IRA may also open a non-
working spousal IRA with a minimum investment of $250.
The investor should read the Prototype Retirement Plan
and the appropriate form of Custodial Agreement for further
details on eligibility, service fees and tax implications, and
should consult a tax adviser.
DETERMINATION OF NET ASSET VALUE
The following information supplements and should be
read in conjunction with the section in the Fund's Prospectus
entitled "How to Buy Fund Shares."
Valuation of Portfolio Securities. The Portfolio's
securities, including covered call options written by the
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 assets or liabilities initially expressed in terms of
foreign currency will be translated into dollars at the midpoint
of the New York interbank market spot exchange rate as quoted on
the day of such translation by the Federal Reserve Bank of New
York or if no such rate is quoted on such date, at the exchange
rate previously quoted by the Federal Reserve Bank of New York
or at such other quoted market exchange rate as may be
determined to be appropriate by the Manager. Forward currency
contracts will be valued at the current cost of offsetting the
contract. Because of the need to obtain prices as of the close
of trading on various exchanges throughout the world, the
calculation of net asset value does not take place
contemporaneously with the determination of prices of certain
portfolio securities. 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 each Portfolio, including the
management fee paid by the Portfolio and, with respect to an
Investor Class, the distribution and service fee, are accrued
daily and taken into account for the purpose of determining the
net asset value of Portfolio 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 Code, as long as such
qualification is in the best interests of its shareholders.
Qualification as a regulated investment company relieves the
Portfolio from any liability for Federal income taxes to the
extent its earnings are distributed in accordance with the
applicable provisions of the Code. The term "regulated
investment company" does not imply the supervision of management
or investment practices or policies by any government agency.
Any dividend or distribution paid shortly after an
investor's purchase may have the effect of reducing the net
asset value of the shares below the cost of his investment.
Such a dividend or distribution would be a return on investment
in an economic sense, although taxable as stated above. In
addition, the Code provides that if a shareholder holds shares
of the Fund for six months or less and has received a capital
gain distribution with respect to such shares, any loss incurred
on the sale of such shares will be treated as a long-term
capital loss to the extent of the capital gain distribution
received.
Ordinarily, gains and losses realized from portfolio
transactions will be treated as capital gain and loss. However,
a portion of the gain or loss from the disposition of non-U.S.
dollar denominated securities (including debt instruments,
certain financial forward futures and option contracts and
certain preferred stock) may be treated as ordinary income or
loss under Section 988 of the Code. In addition, all or a
portion of any gain realized from the sale or other disposition
of certain market discount bonds will be treated as ordinary
income under Section 1276. Finally, all or a portion of the
gain realized from engaging in "conversion transactions" may be
treated as ordinary income under Section 1258. "Conversion
transactions" are defined to include certain forward, futures,
option and straddle transactions, transactions marketed or sold
to produce capital gains, or transactions described in Treasury
regulations to be issued in the future.
Under Section 1256 of the Code, any gain or loss
realized by the 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 the Portfolio characterized in the manner described
above.
Offsetting positions held by the 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 of the Code. As such, all or a
portion of any short-term or long-term capital gain from certain
"straddle" transactions may be recharacterized to ordinary
income. If the 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. The 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 the 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 the
Portfolio to recognize income prior to the receipt of cash
payments. For example, the Portfolio could be required to
accrue a portion of the discount (or deemed discount) at which
the securities were issued and to distribute such income in
order to maintain its qualification as a regulated investment
company. In such case, the 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.
If the Growth and Income Portfolio or Growth Portfolio
invests in an entity that is classified as a "passive foreign
investment company" ("PFIC") for Federal Income Tax purposes,
the operation of certain provisions of the Code applying to
PFICs could result in the imposition of certain Federal income
taxes on the Portfolio. In addition, gain realized from the
sale or other disposition of PFIC securities may be treated as
ordinary income under Section 1291 of the Code.
PORTFOLIO TRANSACTIONS
The Advisers assume general supervision over placing
orders on behalf of the Portfolio for the purchase or sale of
investment securities. Allocation of brokerage transactions,
including their frequency, is made in the Advisers' best
judgment and in a manner deemed fair and reasonable to
shareholders. The primary consideration is prompt execution of
orders at the most favorable net price. Subject to this
consideration, the brokers selected will include those that
supplement the Advisers' 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 Advisers and the
Advisers' fees are not reduced as a consequence of the receipt
of such supplemental information.
Such information may be useful to Dreyfus in serving
both the Fund and other funds which it advises and to Mellon
Equity in serving both the Fund and the other funds or accounts
it advises, and, conversely, supplemental information obtained
by the placement of business of other clients may be useful to
the Advisers in carrying out their obligations to the Fund.
Sales of Fund shares by a broker may be taken into
consideration, and brokers also will be 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 funds advised or
administered by Dreyfus being engaged simultaneously in the
purchase or sale of the same security. Certain of the Fund's
transactions in securities of foreign issuers may not benefit
from the negotiated commission rates available to the Fund for
transactions in securities of domestic issuers. When
transactions are executed in the over-the-counter market, the
Fund will deal with the primary market makers unless a more
favorable price or execution otherwise is obtainable. Foreign
exchange transactions are made with banks or institutions in the
interbank market at prices reflecting a mark-up or mark-down
and/or commission.
Portfolio turnover may vary from year to year as well
as within a year. In periods in which extraordinary market
conditions prevail, the Advisers will not be deterred from
changing investment strategy as rapidly as needed, in which case
higher turnover rates can be anticipated which would result in
greater brokerage expenses. The overall reasonableness of
brokerage commissions paid is evaluated by Dreyfus 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"the 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
the 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.
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 have no preemptive,
subscription or conversion rights and are freely transferable.
To date, the Fund's Board has authorized the creation
of three portfolios 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
assets attributable to, and the expenses of, one Portfolio (and
as to classes within a Portfolio) are treated separately from
those of the other Portfolios (and classes). The Fund has the
ability to create, from time to time, new portfolios of shares
without shareholder approval.
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 LLP, 787 Seventh Avenue, New York, New
York 10019, independent auditors, have been selected as auditors
of the Fund.
<PAGE>
DREYFUS RETIREMENT PORTFOLIOS, INC.
Statement of Assets and Liabilities
____________, 1995
ASSETS
Cash. . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred organization initial offering expenses . . . .
Total Assets . . . . . . . . . . . . . . . . . . . .
LIABILITIES
Accrued organization initial offering expenses. . . . .
NET ASSETS applicable to ______ Investor
Class shares of common stock and
_______ Class R shares of common
stock ($.001 par value) issued and
outstanding (__________ shares of each
Class authorized). . . . . . . . . . . . . . . . . .
Investor Class Shares
NET ASSET VALUE and redemption price per
share (_______/_____ shares of common
stock issued and outstanding). . . . . . . . . . .
Class R Shares
NET ASSET VALUE and redemption price per
share (_______/_____ shares of common
stock issued and outstanding). . . . . . . . . . .
NOTE - Dreyfus Retirement Portfolios, Inc. (the "Fund") was
incorporated under the laws of
the State of Maryland on July 15, 1993 and has had no operations
since that date other than
matters relating to its organization and registration as an
open-end investment company
under the Investment Company Act of 1940 and the Securities Act
of 1933 and the sale and
issuance of _____ Investor Class shares and _____ Class R shares
of common stock of
______________ to _________________________ ("Initial Shares").
Any organization expenses
payable by the Fund have been deferred and will be amortized from
the date operations
commence over a period which it is expected that a benefit will
be realized, not to exceed
five years. If any of the Initial Shares are redeemed during the
amortization period by any
holder thereof, the redemption proceeds will be reduced by any
unamortized organization
expenses in the same proportion as the number of Initial Shares
being redeemed bears to the
number of Initial Shares outstanding at the time of the
redemption.
<PAGE>
REPORT OF INDEPENDENT AUDITORS
Shareholder and Board of Directors
Dreyfus Retirement Portfolios, Inc.
We have audited the accompanying statement of assets and
liabilities of
Dreyfus Retirement Portfolios, Inc. as of _________, 1995. This
statement of
assets and liabilities is the responsibility of the Fund's
management. Our
responsibility is to express an opinion on this statement of
assets and
liabilities based on our audit.
We conducted our audits in accordance with generally accepted
auditing
standards. Those standards require that we plan and perform the
audit to
obtain reasonable assurance about whether this statement of
assets and
liabilities is free of material misstatement. An audit includes
examining,
on a test basis, evidence supporting the amounts and disclosures
in the
statement of assets and liabilities. An audit also includes
assessing the
accounting principles used and significant estimates made by
management, as
well as evaluating the overall statement of assets and
liabilities
presentation. We believe that our audit provides a reasonable
basis for our
opinion.
In our opinion, the statement of assets and liabilities referred
to above
presents fairly, in all material respects, the financial position
of Dreyfus
Retirement Portfolios, Inc. at _________, 1995, in conformity
with generally
accepted accounting principles.
New York, New York
_________, 1995
Ernst & Young LLP
<PAGE>
DREYFUS RETIREMENT PORTFOLIOS, 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
_______, 199_*
(2) Report of Ernst & Young LLP, Independent Auditors,
dated
_______, 199_*
(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) 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) Management Agreement.*
(6) Distribution Agreement.*
(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.*
(12) Service Plan.*
________________
* To be filed by Amendment.
<PAGE>
Item 24. Financial Statements and Exhibits - List
(continued)
Other Exhibits
Certificate of Secretary.*
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 February 27, 1995
Shares of Common Stock,
par value $.001 per share
Dreyfus Growth and
Income Portfolio. . . . . . . . . . . . . . . 1
Dreyfus Income Portfolio. . . . . . . . . . . .1
Dreyfus Growth Portfolio. . . . . . . . . . . .1
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 to be
filed as
Exhibit (6) to the Registration Statement on Form N-1A.
Item 28(a). Business and Other Connections of Investment
Adviser
The Dreyfus Corporation ("Dreyfus") and its subsidiary
companies comprise a financial service organization whose
business
consists primarily of providing investment management services as
the
investment adviser and manager for 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 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
FRANK V. CAHOUET Chairman of the Board, President and
Director Chief Executive Officer:
Mellon Bank Corporation
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258;
Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258;
Director:
Avery Dennison Corporation
150 North Orange Grove Boulevard
Pasadena, California 91103;
Saint-Gobain Corporation
750 East Swedesford Road
Valley Forge, Pennsylvania 19482;
Teledyne, Inc.
1901 Avenue of the Stars
Los Angeles, California 90067
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.**
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:
Chairman of the Board Dreyfus Acquisition Corporation*;
and Chief Executive The Dreyfus Consumer Credit Corporation*;
Officer Dreyfus Land Development Corporation*;
Dreyfus Management, Inc.*;
Dreyfus Service Corporation*;
Chairman of the Board and Chief Executive
Officer:
Major Trading Corporation*;
Director:
Avnet, Inc.**;
Dreyfus America Fund++++;
The Dreyfus Fund International
Limited+++++;
Dreyfus Partnership Management, Inc.*;
Dreyfus Personal Management, Inc.*;
Dreyfus Precious Metals, Inc.*;
Dreyfus Realty Advisors, Inc.+++;
Dreyfus Service Organization, Inc.*;
The Dreyfus Trust Company++;
Seven Six Seven Agency, Inc.*;
World Balanced Fund+++;
Trustee:
Corporate Property Investors
New York, New York
W. KEITH SMITH Chairman and Chief Executive Officer:
Vice Chairman of the Board The Boston Company
One Boston Place
Boston, Massachusetts 02108;
Vice Chairman of the Board:
Mellon Bank Corporation
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258;
Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258;
Director:
Dentsply International, Inc.
570 West College Avenue
York, Pennsylvania 17405
ROBERT E. RILEY Director:
President and Chief Dreyfus Service Corporation
Operating Officer and
a Director
LAWRENCE S. KASH Chairman, President and Chief
Vice Chairman-- Executive Officer:
Distribution and a Director The Boston Company Advisors, Inc.
53 State Street
Exchange Place
Boston, Massachusetts 02109;
President:
The Boston Company
One Boston Place
Boston, Massachusetts 02108;
Laurel Capital Advisors
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258;
Boston Group Holdings, Inc.;
Executive Vice President:
Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258;
Boston Safe Deposit & Trust
One Boston Place
Boston, Massachusetts 02108
LAWRENCE GREENE None
Director
JULIAN M. SMERLING None
Director
PAUL H. SNYDER Director:
Vice President and Chief Pennsylvania Economy League
Financial Officer Philadelphia, Pennsylvania;
Children's Crisis Treatment Center
Philadelphia, Pennsylvania;
Director and Vice President:
Financial Executives Institute,
Philadelphia Chapter
Philadelphia, Pennsylvania
BARBARA E. CASEY President:
Vice President-- Dreyfus Retirement Services;
Retirement Services Executive Vice President:
Boston Safe Deposit & Trust Co.
One Boston Place
Boston, Massachusetts 02108
DIANE M. COFFEY None
Vice President--
Corporate Communications
ELIE M. GENADRY President:
Vice President-- Institutional Services Division of
Wholesale 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.*;
Vice President:
The Dreyfus Trust Company++;
Vice President-Sales:
The Dreyfus Trust Company (N.J.)++
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:
The Dreyfus Trust Company++;
Secretary:
Seven Six Seven Agency, Inc.*
JEFFREY N. NACHMAN None
Vice President--Fund
Administration
PHILIP L. TOIA Chairman of the Board and Vice
President:
Vice Chairman-- Dreyfus Thrift and Commerce***;
Operations and Director:
Administration 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 10081
KATHERINE C. WICKHAM Formerly, Assistant Commissioner:
Vice President-- Department of Parks and Recreation of the
Human Resources City of New York
830 Fifth Avenue
New York, New York 10022
MAURICE BENDRIHEM Treasurer:
Controller 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 Secretary:
Vice President--Fund The Dreyfus Consumer Credit Corporation*;
Legal and Compliance Dreyfus Management, Inc.*;
Assistant Secretary:
Dreyfus Service Organization, Inc.*;
Major Trading Corporation*;
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 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 Nassau,
Bahama
Islands.
Item 28(b). Business and Other Connections of Sub-Investment
Adviser
Registrant is fulfilling the requirement of this
Item 28(b)
to provide a list of the officers and directors of Mellon Equity
Associates, the Registant's sub-investment adviser, together with
information as to any other business, profession, vocation or
employment
of a substantial nature engaged in by Mellon Equity Associates or
those
of its officers and directors during the past two years, by
incorporating
by reference the information contained in the Form ADV filed with
the SEC
pursuant to the Investment Advisers Act of 1940 by Mellon Equity
Associates (SEC File No. 801-28692).
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 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 and Income Fund, Inc.
28. Dreyfus Growth Opportunity Fund, Inc.
29. Dreyfus Institutional Money Market Fund
30. Dreyfus Institutional Short Term Treasury
Fund
31. Dreyfus Insured Municipal Bond Fund, Inc.
32. Dreyfus Intermediate Municipal Bond Fund,
Inc.
33. Dreyfus International Equity Fund, Inc.
34. Dreyfus International Recovery 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 Retirement Portfolios, Inc.
64. Dreyfus Short-Intermediate Government Fund
65. Dreyfus Short-Intermediate Municipal Bond
Fund
66. Dreyfus Short-Term Income Fund, Inc.
67. The Dreyfus Socially Responsible Growth Fund,
Inc.
68. Dreyfus Strategic Growth, L.P.
69. Dreyfus Strategic Income
70. Dreyfus Strategic Investing
71. Dreyfus Tax Exempt Cash Management
72. The Dreyfus Third Century Fund, Inc.
73. Dreyfus Treasury Cash Management
74. Dreyfus Treasury Prime Cash Management
75. Dreyfus Variable Investment Fund
76. Dreyfus-Wilshire Target Funds, Inc.
77. Dreyfus Worldwide Dollar Money Market Fund,
Inc.
78. First Prairie Cash Management
79. First Prairie Diversified Asset Fund
80. First Prairie Money Market Fund
81. First Prairie Municipal Money Market Fund
82. First Prairie Tax Exempt Bond Fund, Inc.
83. First Prairie U.S. Government Income Fund
84. First Prairie U.S. Treasury Securities Cash
Management
85. General California Municipal Bond Fund, Inc.
86. General California Municipal Money Market
Fund
87. General Government Securities Money Market
Fund, Inc.
88. General Money Market Fund, Inc.
89. General Municipal Bond Fund, Inc.
90. General Municipal Money Market Fund, Inc.
91. General New York Municipal Bond Fund, Inc.
92. General New York Municipal Money Market Fund
93. Pacifica Funds Trust
94. Peoples Index Fund, Inc.
95. Peoples S&P MidCap Index Fund, Inc.
96. Premier California Municipal Bond Fund
97. Premier GNMA Fund
98. Premier Growth Fund, Inc.
99. Premier Insured Municipal Bond Fund
100. Premier Municipal Bond Fund
101. Premier New York Municipal Bond Fund
102. Premier State Municipal Bond Fund
(b)
<TABLE>
<CAPTION>
Positions and offices Positions and with Premier Mutual
Name and principal with Premier Mutual offices with
business address Fund Services, Inc. Registrant
<S> <C> <C>
Marie E. Connolly Director, President and President and
Chief Operating Officer Treasurer
Joseph F. Tower, III Senior Vice President and Assistant
Chief Financial Officer Treasurer
John E. Pelletier Senior Vice President and Vice President
General Counsel and Secretary
Frederick C. Dey Senior Vice President Vice President
and Assistant
Treasurer
Eric B. Fischman Vice President and Vice President
Associate General Counsel and Assistant
Secretary
John J. Pyburn Vice President Assistant
Treasurer
Jean M. O'Leary Assistant Secretary None
Ruth D. Leibert Assistant Vice President Assistant
Secretary
Paul D. Furcinito Assistant Vice President Assistant
Secretary
John W. Gomez Director None
William J. Nutt Director None
</TABLE>
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
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.
(3) To furnish each person to whom a prospectus is
delivered with
a copy of the Fund's latest Annual Report to
Shareholders, upon request and without charge.
<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 27h day of February, 1995.
DREYFUS RETIREMENT PORTFOLIOS, INC.
(Registrant)
By:/s/ Marie E. Connolly
Marie E. Connolly, 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.
<TABLE>
<CAPTION>
<S> <C> <C>
/s/Marie E. Connolly* President February 27, 1995
Marie E. Connolly (Principal Executive
Officer)
/s/Joseph F. Tower, III* Assistant Treasurer February 27, 1995
Joseph F. Tower, III (Principal Financial
and Accounting
Officer)
/s/Lucy Wilson Benson* Director February 27, 1995
Lucy Wilson Benson
/s/David W. Burke* Director February 27, 1995
David W. Burke
/s/Joseph S. DiMartino Director February 27, 1995
Joseph S. DiMartino
/s/Martin D. Fife* Director February 27, 1995
Martin D. Fife
/s/Whitney I. Gerard* Director February 27, 1995
Whitney I. Gerard
/s/Robert R. Glauber* Director February 27, 1995
Robert R. Glauber
/s/Arthur A. Hartman* Director February 27, 1995
Arthur A. Hartman
/s/George L. Perry* Director February 27, 1995
George L. Perry
/s/Paul Wolfowitz* Director February 27, 1995
Paul Wolfowitz
*BY: /s/Eric B. Fischman February 27, 1995
Eric B. Fischman,
Attorney-in-Fact
</TABLE>
