File No. 33-66088
811-7878
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [_]
Post-Effective Amendment No. 10 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 10 [X]
(Check appropriate box or boxes.)
Dreyfus LifeTime Portfolios, Inc.
(Exact Name of Registrant as Specified in Charter)
c/o The Dreyfus Corporation
200 Park Avenue, New York, New York 10166
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 922-6000
Mark N. Jacobs, Esq.
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box)
immediately upon filing pursuant to paragraph (b)
----
X on February 1, 2000 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.
----
Dreyfus LifeTime Portfolios, Inc.
A series of asset management portfolios for a range of investor needs
PROSPECTUS February 1, 2000
As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved these securities or passed upon the adequacy of this
prospectus. Any representation to the contrary is a criminal offense.
Contents
THE PORTFOLIOS
- -----------------------------------------------------------------
Each portfolio's investment approach, risks, performance, expenses and related
information
1 Introduction
2 Income Portfolio
6 Growth and Income Portfolio
10 Growth Portfolio
14 Management
16 Financial Highlights
YOUR INVESTMENT
- --------------------------------------------------------------------
Information for managing your fund account
22 Account Policies
25 Distributions and Taxes
26 Services for Fund Investors
28 Instructions for Regular Accounts
30 Instructions for IRAs
FOR MORE INFORMATION
- -------------------------------------------------------------------------------
Where to learn more about this and other Dreyfus funds
INFORMATION ON EACH PORTFOLIO'S RECENT
STRATEGIES AND HOLDINGS CAN BE FOUND IN THE CURRENT ANNUAL/SEMIANNUAL REPORT
(SEE BACK COVER).
The Portfolios
Dreyfus LifeTime Portfolios, Inc. consists of three separate portfolios offering
a range of investment approaches: from more conservative to moderate to more
aggressive.
While all of the portfolios typically invest in stocks and bonds, each one
allocates its assets among those investments in a distinct way. The portfolios
use the allocations shown below as a point of reference in making their
management decisions. The actual makeup of each portfolio will vary over time,
as the portfolio manager adjusts the asset mix in an effort to take advantage of
misvaluations.
In deciding when and how much of a portfolio's assets to shift among asset
classes, the portfolio manager uses proprietary computer models to assess the
relative value of stock and bond prices across different markets.
In selecting securities for each portfolio, the manager attempts to approximate
the investment characteristics of designated benchmark indexes with respect to
each asset class, but with expected returns that exceed the benchmark. The
portfolio manager may actively select stocks or bonds after considering
variables including price/earnings ratios, interest rate levels and the yield
curve slope. To efficiently maintain exposure to selected asset class
benchmarks, the portfolios also may use futures contracts as a substitute for
holding the securities that make up the relevant benchmark index.
In choosing among the portfolios, your decision may depend on your goals, time
frame and risk tolerance. All portfolios offer a diversified investment mix and
the asset allocation expertise of a professional portfolio manager.
Typical portfolio allocations
MORE CONSERVATIVE
Cash 10.0%
Bonds 67.5%
Stocks 22.5%
INCOME PORTFOLIO
Stocks 50%
Bonds 50%
GROWTH AND INCOME PORTFOLIO
Stocks 80%
Bonds 20%
GROWTH PORTFOLIO
MORE AGGRESSIVE
Introduction
<Page 1>
Income Portfolio
----------------------------------
Ticker Symbols: Investor shares
DLIXX
Restricted shares DLIRX
GOAL/APPROACH
The portfolio seeks maximum current income. Capital appreciation is a secondary
goal. To pursue these goals, it typically invests in a mix of bonds, stocks and
money market instruments, all of which are U.S. securities. Normally, the
portfolio' s asset mix is approximately 67.5% in investment grade bonds (or the
unrated equivalent as determined by Dreyfus), 22.5% in stocks of large companies
(those whose total market value is more than $1.4 billion) and 10% in cash.
The portfolio manager selects securities from each asset class for the portfolio
which, in the aggregate, have approximately the same investment characteristics
as those of the Lehman Brothers Intermediate Government/Corporate Bond Index for
the portfolio' s bond investments and the S&P 500((reg.tm)) Index for its stock
investments, with expected returns equal to or better than that of the benchmark
index. The Lehman Brothers Intermediate Government/Corporate Bond Index is
composed of approximately 5,000 fixed-income securities, including investment
grade corporate bonds and U.S. government securities, with average outstanding
market value of more than $600 million and maturities of less than 10 years and
greater than one year. The S&P 500 is composed of 500 stocks, most of which are
large-cap stocks listed on the New York Stock Exchange. The portfolio may invest
directly in securities comprising the relevant index or use derivatives whose
performance is tied to the benchmark index.
Concepts to understand
INVESTMENT GRADE BONDS: independent rating organizations analyze and evaluate a
bond issuer's credit history and ability to repay its debts. Based on their
assessment, rating organizations assign letter grades that reflect the issuer's
creditworthiness. AAA or Aaa represents the highest credit rating, AA/Aa the
second highest, and so on down to D, for defaulted debt. Bonds rated BBB or Baa
and above are considered investment grade.
<Page 2>
MAIN RISKS
Because bonds and stocks fluctuate in price, the value of your investment in the
portfolio will go up and down, and you could lose money.
Prices of bonds tend to move inversely with changes in interest rates. Bond
prices also may be hurt by declines in the financial condition of the issuer.
Stocks, while typically a smaller portion of the portfolio, tend to be more
volatile than bonds, and could cause sudden drops in share price or contribute
to long-term underperformance.
The stock and bond markets can perform differently from each other at any given
time (as well as over the long term), so the portfolio will be affected by its
asset allocation. If the manager favors an asset class during a period when that
asset class underperforms, the portfolio' s performance may be hurt. The
portfolio' s performance may be lower than that of stock- oriented investments
during periods when stocks outperform bonds.
Under adverse market conditions, the portfolio could invest more than 10% of its
net assets in money market securities. Although the portfolio would do this to
avoid losses, it could reduce the benefit from any market upswing. During such
periods, the portfolio may not achieve its investment objectives.
Other potential risks
The portfolio, at times, may invest in derivative securities, such as options
and futures, primarily to provide an efficient means of achieving the
portfolio's target exposure to an asset class; however, such practices sometimes
may reduce returns or increase volatility. Derivatives can be illiquid, and a
small investment in certain derivatives could have a potentially large impact on
the portfolio's performance.
The portfolio can buy securities with borrowed money (a form of leverage), which
could have the effect of magnifying the portfolio's gains or losses.
Income Portfolio
<Page 3>
INCOME PORTFOLIO (CONTINUED)
PAST PERFORMANCE
The tables below show some of the risks of investing in the portfolio. The
first table shows the changes in performance of the portfolio's Investor shares
from year to year. The second table compares the performance of each of the
portfolio' s share classes over time to that of the Lehman Brothers Intermediate
Government/Corporate Bond Index, a widely recognized unmanaged index of bond
market performance, and the Customized Blended Index prepared by Dreyfus*. Both
tables assume reinvestment of dividends. Of course, past performance is no
guarantee of future results.
--------------------------------------------------------
Year-by-year total return AS OF 12/31 EACH YEAR (%)
6.84 11.85 11.74 3.78
90 91 92 93 94 95 96 97 98 99
INVESTOR SHARES
BEST QUARTER: Q2 '97 +5.78%
WORST QUARTER: Q3 '99 -0.73%
--------------------------------------------------------
Average annual total return AS OF 12/31/99
Since
inception
1 Year (3/31/95)
--------------------------------------------------------
INVESTOR SHARES 3.78% 9.64%
RESTRICTED SHARES 4.08% 9.92%
LEHMAN BROTHERS INTERMEDIATE GOVERNMENT/
CORPORATE BOND INDEX 0.39% 6.52%
CUSTOMIZED
BLENDED INDEX 5.50% 11.17%
* THE CUSTOMIZED BLENDED INDEX COMBINES THE PERFORMANCE OF SEVERAL UNMANAGED
INDEXES IN WEIGHTS REFLECTING THE BASELINE PERCENTAGES OF THE PORTFOLIO'S
INVESTMENT IN STOCKS AND BONDS.
What this portfolio is -- and isn't
This portfolio is a mutual fund: a pooled investment that is professionally
managed and gives you the opportunity to participate in financial markets. It
strives to reach its stated goals, although as with all mutual funds, it cannot
offer guaranteed results.
An investment in this fund is not a bank deposit. It is not insured or
guaranteed by the FDIC or any other government agency. It is not a complete
investment program. You could lose money in this fund, but you also have the
potential to make money.
<Page 4>
EXPENSES
As an investor, you pay certain fees and expenses in connection with the
portfolio, which are described in the table below. Annual portfolio operating
expenses are paid out of fund assets, so their effect is included in the share
price. The portfolio has no sales charge (load) or Rule 12b-1 distribution fees.
--------------------------------------------------------
Fee table
Investor Investor Restricted
shares shares
--------------------------------------------------------
ANNUAL PORTFOLIO OPERATING EXPENSES
% OF AVERAGE DAILY NET ASSETS
Management fee 0.60% 0.60%
Shareholder services fee 0.25% none
Other expenses 0.22% 0.19%
--------------------------------------------------------
TOTAL 1.07% 0.79%
--------------------------------------------------------
Expense example
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
-------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
INVESTOR SHARES $109 $340 $590 $1,306
RESTRICTED SHARES $81 $252 $439 $978
</TABLE>
This example shows what you could pay in expenses over
time. It uses the same hypothetical conditions other
funds use in their prospectuses: $10,000 initial
investment, 5% total return each year and no changes in
expenses. The figures shown would be the same whether
you sold your shares at the end of a period or kept
them. Because actual return and expenses will be
different, the example is for comparison only.
Concepts to understand
MANAGEMENT FEE: the fee paid to Dreyfus for managing the portfolio and assisting
in all aspects of its operations.
SHAREHOLDER SERVICES FEE: the fee paid to the fund's distributor for shareholder
account service and maintenance.
OTHER EXPENSES: fees paid by the portfolio for miscellaneous items such as
transfer agency, custody, professional and registration fees.
Income Portfolio
<Page 5>
Growth and Income Portfolio
----------------------------------
Ticker Symbols: Investor shares
DGIIX
Restricted shares DGIRX
GOAL/APPROACH
The portfolio seeks maximum total return (capital appreciation plus current
income). To pursue this goal, it typically invests in a mix of stocks and bonds.
The portfolio' s typical asset mix is 50% in stocks and 50% in investment grade
bonds (or the unrated equivalent as determined by Dreyfus). Depending on market
and economic conditions, the actual mix of stocks to bonds may range from 35%
/65% to 65%/35%. The portfolio may invest up to 15% of its net assets in foreign
securities.
The portfolio typically invests approximately 80% of its stock allocation in
stocks of large-capitalization companies (those whose total market value is more
than $1.4 billion) and the remaining 20% in stocks of small-capitalization
companies.
The large-cap equity component of the portfolio is actively managed. In choosing
these stocks, the manager seeks those that appear likely to show above-average,
long-term appreciation, as well as those that appear undervalued. Sector
allocations for large-cap investments will generally mirror the allocations of
the S&P 500((reg.tm)). The small-cap and foreign equity components and the bond
components of the portfolio are not actively managed and are constructed to
approximate the investment characteristics of the specified indexes as follows:
(pound) small-cap equity -- Russell 2000 Index
(pound) foreign equity -- Morgan Stanley EAFE Index
(pound) domestic bond -- Lehman Brothers Intermediate
Government/Corporate Bond Index
(pound) foreign bond -- J.P. Morgan Global Bond Index
Concepts to understand
GROWTH AND INCOME INVESTING: a management style that seeks some long-term
growth, but also includes income-producing investments such as bonds. Bond
investments tend to reduce the portfolio's volatility in several ways: their
market movements can at times offset those of stocks, their income stream adds
to performance throughout the market cycle, and they tend to be less risky than
stocks.
<Page 6>
MAIN RISKS
Because stocks and bonds fluctuate in price, the value of your investment in the
portfolio will go up and down, and you could lose money.
The stock and bond markets can perform differently from each other at any given
time (as well as over the long term), so the portfolio will be affected by its
asset allocation. If the manager favors an asset class during a period when that
asset class underperforms, the portfolio' s performance may be hurt.
The portfolio' s stock investments could cause sudden drops in share price or
contribute to long-term underperformance. Small company stocks tend to be more
volatile than large company stocks and could have a disproportionate effect on
performance. Prices of bonds tend to move inversely with changes in interest
rates. Bond prices also may be hurt by declines in the financial condition of
the issuer. Foreign stocks and bonds involve special risks, such as exposure to
currency fluctuations, economic and political instability, and potentially less
liquidity.
Under adverse market conditions, the portfolio could invest some or all of its
assets in money market securities. Although the portfolio would do this to avoid
losses, it could reduce the benefit from any market upswing. During such
periods, the portfolio may not achieve its investment objective.
Other potential risks
The portfolio, at times, may invest in derivative securities, such as options
and futures, primarily to provide an efficient means of achieving the
portfolio's target exposure to an asset class; however, such practices sometimes
may reduce returns or increase volatility. Derivatives can be illiquid, and a
small investment in certain derivatives could have a potentially large impact on
the portfolio's performance.
The portfolio can buy securities with borrowed money (a form of leverage), which
could have the effect of magnifying the portfolio's gains or losses.
Growth and Income Portfolio
<Page 7>
GROWTH AND INCOME PORTFOLIO (CONTINUED)
PAST PERFORMANCE
The tables below show some of the risks of investing in the portfolio. The first
table shows the changes in performance of the portfolio's Investor shares from
year to year. The second table compares the performance of each of the
portfolio' s share classes over time to that of the S&P 500, a widely recognized
unmanaged index of stock market performance, and the Customized Blended Index
prepared by Dreyfus*. Both tables assume reinvestment of dividends. Of course,
past performance is no guarantee of future results.
--------------------------------------------------------
Year-by-year total return AS OF 12/31 EACH YEAR (%)
16.54 20.42 17.47 6.74
90 91 92 93 94 95 96 97 98 99
INVESTOR SHARES
BEST QUARTER: Q4 '98 +12.32%
WORST QUARTER: Q3 '98 -2.68%
--------------------------------------------------------
Average annual total return AS OF 12/31/99
Since
inception
1 Year (3/31/95)
--------------------------------------------------------
INVESTOR SHARES 6.74% 16.87%
RESTRICTED SHARES 7.07% 16.78%
S&P 500 21.03% 27.73%
CUSTOMIZED
BLENDED INDEX 11.52% 15.95%
* THE CUSTOMIZED BLENDED INDEX COMBINES THE PERFORMANCE OF SEVERAL UNMANAGED
INDEXES IN WEIGHTS REFLECTING THE BASELINE PERCENTAGES OF THE PORTFOLIO'S
INVESTMENT IN DOMESTIC AND FOREIGN STOCKS AND BONDS.
What this portfolio is -- and isn't
This portfolio is a mutual fund: a pooled investment that is professionally
managed and gives you the opportunity to participate in financial markets. It
strives to reach its stated goal, although as with all mutual funds, it cannot
offer guaranteed results.
An investment in this fund is not a bank deposit. It is not insured or
guaranteed by the FDIC or any other government agency. It is not a complete
investment program. You could lose money in this fund, but you also have the
potential to make money.
<Page 8>
EXPENSES
As an investor, you pay certain fees and expenses in connection with the
portfolio, which are described in the table below. Annual portfolio operating
expenses are paid out of fund assets, so their effect is included in the share
price. The portfolio has no sales charge (load) or Rule 12b-1 distribution fees.
--------------------------------------------------------
Fee table
Investor Restricted
shares shares
--------------------------------------------------------
ANNUAL PORTFOLIO OPERATING EXPENSES
% OF AVERAGE DAILY NET ASSETS
Management fee 0.75% 0.75%
Shareholder services fee 0.25% none
Other expenses 0.23% 0.10%
--------------------------------------------------------
TOTAL 1.23% 0.85%
--------------------------------------------------------
Expense example
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
INVESTOR SHARES $125 $390 $676 $1,489
RESTRICTED SHARES $87 $271 $471 $1,049
</TABLE>
This example shows what you could pay in expenses over
time. It uses the same hypothetical conditions other
funds use in their prospectuses: $10,000 initial
investment, 5% total return each year and no changes in
expenses. The figures shown would be the same whether
you sold your shares at the end of a period or kept
them. Because actual return and expenses will be
different, the example is for comparison only.
Concepts to understand
MANAGEMENT FEE: the fee paid to Dreyfus for managing the portfolio and assisting
in all aspects of its operations.
SHAREHOLDER SERVICES FEE: the fee paid to the fund's distributor for shareholder
account service and maintenance.
OTHER EXPENSES: fees paid by the portfolio for miscellaneous items such as
transfer agency, custody, professional and registration fees. The Fund also paid
certain expenses in connection with the transfer of assets to the Fund by
another investment company managed by Dreyfus, which, if included in other
expenses, would increase the total annual portfolio operating expenses to 1.41%
for investor shares.
Growth and Income Portfolio
<Page 9>
Growth Portfolio
----------------------------------
Ticker Symbols: Investor shares
DLGIX
Restricted shares DLGRX
GOAL/APPROACH
The portfolio seeks capital appreciation. To pursue this goal, it typically
invests in a mix of stocks and bonds. The portfolio's typical asset mix is 80%
in stocks and 20% in investment grade bonds (or the unrated equivalent as
determined by Dreyfus). Depending on market and economic conditions, the actual
mix of stocks to bonds may range from 65%/35% to 100% in stocks. The portfolio
may invest up to 25% of its net assets in foreign securities.
The portfolio typically invests approximately 80% of its stock allocation in
stocks of large-capitalization companies (those whose total market value is more
than $1.4 billion) and the remaining 20% in stocks of small-capitalization
companies.
The large-cap equity component of the portfolio is actively managed. In choosing
these stocks, the manager seeks those that appear likely to show above-average,
long-term appreciation, as well as those that appear undervalued. Sector
allocations for large-cap investments will generally mirror the allocations of
the S&P 500. The small-cap and foreign equity components and the bond components
of the portfolio are not actively managed and are constructed to approximate the
investment characteristics of the specified indexes as follows:
(pound) small-cap equity -- Russell 2000 Index
(pound) foreign equity -- Morgan Stanley EAFE Index
(pound) domestic bond -- Lehman Brothers Intermediate
Government/Corporate Bond Index
(pound) foreign bond -- J.P. Morgan Global Bond Index
Concepts to understand
LARGE COMPANIES: established companies that are considered "known quantities."
Large companies often have the resources to weather economic shifts, though they
can be slower to innovate than small companies.
<Page 10>
MAIN RISKS
Because stocks and bonds fluctuate in price, the value of your investment in the
portfolio will go up and down, and you could lose money.
The stock and bond markets can perform differently, so the portfolio's
performance will be affected by its asset allocation. If the manager favors an
asset class during a period when that asset class underperforms, the portfolio's
performance may be hurt. The portfolio's performance may be lower than that of
more bond-oriented investments during periods when bonds outperform stocks.
The portfolio' s stock investments could cause sudden drops in share price or
contribute to long-term underperformance. Compared to larger and midsize
companies, small companies carry additional risks because their earnings tend to
be less predictable and their stocks less liquid and more volatile. Prices of
bonds tend to move inversely with changes in interest rates. Bond prices also
may be hurt by declines in the financial condition of the issuer. Foreign stocks
and bonds involve special risks, such as exposure to currency fluctuations,
economic and political instability, and potentially less liquidity.
Under adverse market conditions, the portfolio could invest some or all of its
assets in money market securities. Although the portfolio would do this to avoid
losses, it could reduce the benefit from any market upswing. During such
periods, the portfolio may not achieve its investment objective.
Other potential risks
The portfolio, at times, may invest in derivative securities, such as options
and futures, primarily to provide an efficient means of achieving the
portfolio's target exposure to an asset class; however, such practices sometimes
may reduce returns or increase volatility. Derivatives can be illiquid, and a
small investment in certain derivatives could have a potentially large impact on
the portfolio's performance.
The portfolio can buy securities with borrowed money (a form of leverage), which
could have the effect of magnifying the portfolio's gains or losses.
Growth Portfolio
<Page 11>
GROWTH PORTFOLIO (CONTINUED)
PAST PERFORMANCE
The tables below show some of the risks of investing in the portfolio. The first
table shows the changes in performance of the portfolio's Investor shares from
year to year. The second table compares the performance of each of the
portfolio' s share classes over time to that of the S&P 500, a widely recognized
unmanaged index of stock market performance, and the Customized Blended Index
prepared by Dreyfus*. Both tables assume reinvestment of dividends. Of course,
past performance is no guarantee of future results.
--------------------------------------------------------
Year-by-year total return AS OF 12/31 EACH YEAR (%)
21.30 26.98 20.94 14.33
90 91 92 93 94 95 96 97 98 99
INVESTOR SHARES
BEST QUARTER: Q4 '98 +18.43%
WORST QUARTER: Q3 '98 -7.44%
--------------------------------------------------------
Average annual total return AS OF 12/31/99
Since
inception
1 Year (3/31/95)
--------------------------------------------------------
INVESTOR SHARES 14.33% 22.77%
RESTRICTED SHARES 14.64% 23.06%
S&P 500 21.03% 27.73%
CUSTOMIZED
BLENDED INDEX 18.63% 21.15%
* THE CUSTOMIZED BLENDED INDEX COMBINES THE PERFORMANCE OF SEVERAL UNMANAGED
INDEXES IN WEIGHTS REFLECTING THE BASELINE PERCENTAGES OF THE PORTFOLIO'S
INVESTMENT IN DOMESTIC AND FOREIGN STOCKS AND BONDS.
What this portfolio is -- and isn't
This portfolio is a mutual fund: a pooled investment that is professionally
managed and gives you the opportunity to participate in financial markets. It
strives to reach its stated goal, although as with all mutual funds, it cannot
offer guaranteed results.
An investment in this fund is not a bank deposit. It is not insured or
guaranteed by the FDIC or any other government agency. It is not a complete
investment program. You could lose money in this fund, but you also have the
potential to make money.
<Page 12>
EXPENSES
As an investor, you pay certain fees and expenses in connection with the
portfolio, which are described in the table below. Annual portfolio operating
expenses are paid out of fund assets, so their effect is included in the share
price. The portfolio has no sales charge (load) or Rule 12b-1 distribution fees.
--------------------------------------------------------
Fee table
Investor Restricted
shares shares
--------------------------------------------------------
ANNUAL PORTFOLIO OPERATING EXPENSES
% OF AVERAGE DAILY NET ASSETS
Management fee 0.75% 0.75%
Shareholder services fee 0.25% none
Other expenses 0.24% 0.21%
--------------------------------------------------------
TOTAL 1.24% 0.96%
--------------------------------------------------------
Expense example
<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
INVESTOR SHARES $126 $393 $681 $1,500
RESTRICTED SHARES $98 $306 $531 $1,178
</TABLE>
This example shows what you could pay in expenses over
time. It uses the same hypothetical conditions other
funds use in their prospectuses: $10,000 initial
investment, 5% total return each year and no changes in
expenses. The figures shown would be the same whether
you sold your shares at the end of a period or kept
them. Because actual return and expenses will be
different, the example is for comparison only.
Concepts to understand
MANAGEMENT FEE: the fee paid to Dreyfus for managing the portfolio and assisting
in all aspects of its operations.
SHAREHOLDER SERVICES FEE: the fee paid to the fund's distributor for shareholder
account service and maintenance.
OTHER EXPENSES: fees paid by the portfolio for miscellaneous items such as
transfer agency, custody, professional and registration fees.
Growth Portfolio
<Page 13>
MANAGEMENT
The investment adviser for the fund is The Dreyfus Corporation, 200 Park Avenue,
New York, New York 10166. Founded in 1947, Dreyfus manages more than $120
billion in over 160 mutual fund portfolios. For the fiscal year ended September
30, 1999, each portfolio paid Dreyfus an annual management fee of the following
percentage of its average daily net assets: Income Portfolio -- 0.60%; Growth
and Income Portfolio -- 0.74%; and Growth Portfolio -- 0.75%. Dreyfus is the
primary mutual fund business of Mellon Financial Corporation, a global financial
services company with approximately $2.5 trillion of assets under management,
administration or custody, including approximately $450 billion under
management. Mellon provides wealth management, global investment services and a
comprehensive array of banking services for individuals, businesses and
institutions. Mellon is headquartered in Pittsburgh, Pennsylvania.
Dreyfus has engaged its affiliate, Mellon Equity Associates, 500 Grant Street,
Pittsburgh, Pennsylvania 15258, to serve as each portfolio's sub-investment
adviser. Mellon Equity provides advisory assistance and research and the
day-to-day management of each portfolio's investments. As of December 31, 1999,
Mellon Equity managed approximately $37.9 billion of assets and served as
investment adviser for 10 other investment companies.
Concepts to understand
YEAR 2000 ISSUES: the fund could be adversely affected if the computer systems
used by Dreyfus and the fund's other service providers do not properly process
and calculate date-related information from and after January 1, 2000.
Dreyfus has taken steps designed to avoid year 2000-related problems in its
systems and to monitor the readiness of other service providers. In addition,
issuers of securities in which the fund invests may be adversely affected by
year 2000-related problems. This could have an impact on the value of the fund's
investments and its share price.
<Page 14>
Steven A. Falci is the primary portfolio manager for each portfolio, a position
he has held since the fund's inception. Since April 1994, Mr. Falci has been
employed by Mellon Equity Associates, each portfolio's sub-investment adviser
and an affiliate of Dreyfus.
Dreyfus has a personal securities trading policy (the "Policy") which restricts
the personal securities transactions of its employees. Its primary purpose is to
ensure that personal trading by Dreyfus employees does not disadvantage any
Dreyfus-managed fund. Dreyfus portfolio managers and other investment personnel
who comply with the Policy' s preclearance and disclosure procedures may be
permitted to purchase, sell or hold certain types of securities which also may
be or are held in the fund(s) they advise.
Management
<Page 15>
FINANCIAL HIGHLIGHTS
Income Portfolio
The following two tables describe the performance of each share class of the
Income Portfolio for the fiscal periods indicated. "Total return" shows how much
your investment in the portfolio would have increased (or decreased) during each
period, assuming you had reinvested all dividends and distributions. These
figures have been independently audited by Ernst & Young LLP, whose report,
along with the fund's financial statements, is included in the annual report.
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
INVESTOR SHARES 1999 1998 1997 1996 1995(1)
- --------------------------------------------------------------------------------------------------------------------------------
PER-SHARE DATA ($)
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period 13.74 14.01 13.39 13.51 12.50
Investment operations:
Investment income -- net .60(2) .65 .72 .73 .39
Net realized and unrealized gain
(loss) on investments .13 .49 .95 .18 .62
Total from investment operations .73 1.14 1.67 .91 1.01
Distributions:
Dividends from investment
income -- net (.61) (.70) (.62) (.60) --
Dividends from net realized gain
on investments (.33) (.71) (.43) (.43) --
Total distributions (.94) (1.41) (1.05) (1.03) --
Net asset value, end of period 13.53 13.74 14.01 13.39 13.51
Total return (%) 5.44 8.92 13.19 7.07 8.08(3)
- ---------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average net assets (%) 1.07 1.13 .97 .85 .43(3)
Ratio of net investment income
to average net assets (%) 4.59 4.92 5.52 5.50 2.95(3)
Decrease reflected in above expense
ratios due to actions by Dreyfus (%) -- -- .15 .61 .26(3)
Portfolio turnover rate (%) 158.10 64.58 72.08 32.95 5.66(3)
- ---------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ x 1,000) 15,953 11,862 10,136 8,701 8,122
(1) FROM MARCH 31, 1995 (COMMENCEMENT OF OPERATIONS) TO SEPTEMBER 30, 1995.
(2) BASED ON AVERAGE SHARES OUTSTANDING AT EACH MONTH END.
(3 )NOT ANNUALIZED.
</TABLE>
<Page 16>
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
RESTRICTED SHARES 1999 1998 1997 1996 1995(1)
- --------------------------------------------------------------------------------------------------------------------------------
PER-SHARE DATA ($)
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period 13.78 14.04 13.42 13.52 12.50
Investment operations:
Investment income -- net .65(2) .61 .71 .64 .40
Net realized and unrealized gain
(loss) on investments .11 .57 .99 .31 .62
Total from investment operations .76 1.18 1.70 .95 1.02
Distributions:
Dividends from investment
income -- net (.66) (.73) (.65) (.62) --
Dividends from net realized gain
on investments (.33) (.71) (.43) (.43) --
Total distributions (.99) (1.44) (1.08) (1.05) --
Net asset value, end of period 13.55 13.78 14.04 13.42 13.52
Total return (%) 5.66 9.14 13.50 7.30 8.24(3)
- ---------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average net assets (%) .79 .88 .68 .60 .30(3)
Ratio of net investment income
to average net assets (%) 4.84 5.15 5.87 5.75 3.08(3)
Decrease reflected in above expense
ratios due to actions by Dreyfus (%) -- -- .14 .61 .26(3)
Portfolio turnover rate (%) 158.10 64.58 72.08 32.95 5.66(3)
- --------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ x 1,000) 45,221 40,582 22,727 12,889 8,141
(1) FROM MARCH 31, 1995 (COMMENCEMENT OF OPERATIONS) TO SEPTEMBER 30, 1995.
(2) BASED ON AVERAGE SHARES OUTSTANDING AT EACH MONTH END.
(3 )NOT ANNUALIZED.
</TABLE>
Financial Highlights
<Page 17>
FINANCIAL HIGHLIGHTS
Growth and Income Portfolio
The following two tables describe the performance of each share class of the
Growth and Income Portfolio for the fiscal periods indicated. "Total return"
shows how much your investment in the portfolio would have increased (or
decreased) during each period, assuming you had reinvested all dividends and
distributions. These figures have been independently audited by Ernst & Young
LLP, whose report, along with the fund's financial statements, is included in
the annual report.
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
INVESTOR SHARES 1999 1998 1997 1996 1995(1)
- --------------------------------------------------------------------------------------------------------------------------------
PER-SHARE DATA ($)
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period 17.10 19.05 15.43 14.29 12.50
Investment operations:
Investment income -- net .45(2) .72(2) .57(2) .90(2) .27
Net realized and unrealized gain
(loss) on investments 1.92 .28 3.36 1.12 1.52
Total from investment operations 2.37 1.00 3.93 2.02 1.79
Distributions:
Dividends from investment
income -- net (.59) (.61) -- (.40) --
Dividends from net realized gain
on investments (.45) (2.34) (.31) (.48) --
Total distributions (1.04) (2.95) (.31) (.88) --
Net asset value, end of period 18.43 17.10 19.05 15.43 14.29
Total return (%) 14.17 6.04 25.85 14.84 14.32(3)
- --------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average net assets (%) 1.35 1.08 1.00 1.00 .51(3)
Ratio of net investment income
to average net assets (%) 3.37 3.81 3.85 3.35 1.98(3)
Decrease reflected in above expense
ratios due to actions by Dreyfus (%) .06 -- .05 .39 .33(3)
Portfolio turnover rate (%) 142.50 76.78 107.85 122.52 33.55(3)
- --------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ x 1,000) 68,839 3,976 683 160 8,602
(1) FROM MARCH 31, 1995 (COMMENCEMENT OF OPERATIONS) TO SEPTEMBER 30, 1995.
(2) BASED ON AVERAGE SHARES OUTSTANDING AT EACH MONTH END.
(3 )NOT ANNUALIZED.
</TABLE>
<Page 18>
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
RESTRICTED SHARES 1999 1998 1997 1996 1995(1)
- -------------------------------------------------------------------------------------------------------------------------------
PER-SHARE DATA ($)
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period 16.46 18.43 15.34 14.31 12.50
Investment operations:
Investment income -- net .64(2) .70 .58 .33 .27
Net realized and unrealized gain
(loss) on investments 1.69 .30 3.16 1.60 1.54
Total from investment operations 2.33 1.00 3.74 1.93 1.81
Distributions:
Dividends from investment
income -- net (.63) (.63) (.34) (.42) --
Dividends from net realized gain
on investments (.45) (2.34) (.31) (.48) --
Total distributions (1.08) (2.97) (.65) (.90) --
Net asset value, end of period 17.71 16.46 18.43 15.34 14.31
Total return (%) 14.51 6.28 25.22 14.17 14.48(3)
- --------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average net assets (%) .84 .84 .78 .75 .38(3)
Ratio of net investment income
to average net assets (%) 3.65 4.06 3.52 3.60 2.10(3)
Decrease reflected in above expense
ratios due to actions by Dreyfus (%) .01 -- .06 .39 .33(3)
Portfolio turnover rate (%) 142.50 76.78 107.85 122.52 33.55(3)
- ---------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ x 1,000) 204,096 186,397 172,705 124,677 9,248
(1) FROM MARCH 31, 1995 (COMMENCEMENT OF OPERATIONS) TO SEPTEMBER 30, 1995.
(2) BASED ON AVERAGE SHARES OUTSTANDING AT EACH MONTH END.
(3 )NOT ANNUALIZED.
</TABLE>
Financial Highlights
<Page 19>
FINANCIAL HIGHLIGHTS
Growth Portfolio
The following two tables describe the performance of each share class of the
Growth Portfolio for the fiscal periods indicated. "Total return" shows how much
your investment in the portfolio would have increased (or decreased) during each
period, assuming you had reinvested all dividends and distributions. These
figures have been independently audited by Ernst & Young LLP, whose report,
along with the fund's financial statements, is included in the annual report.
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
INVESTOR SHARES 1999 1998 1997 1996 1995(1)
- ------------------------------------------------------------------------------------------------------------------------------------
PER-SHARE DATA ($)
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period 15.93 20.50 16.58 14.82 12.50
Investment operations:
Investment income -- net .39(2) .44(2) .62 .32 .19
Net realized and unrealized gain
(loss) on investments 3.25 .03 4.68 2.42 2.13
Total from investment operations 3.64 .47 5.30 2.74 2.32
Distributions:
Dividends from investment
income -- net (.34) (.46) (.26) (.28) --
Dividends from net realized gain
on investments (.71) (4.58) (1.12) (.70) --
Total distributions (1.05) (5.04) (1.38) (.98) --
Net asset value, end of period 18.52 15.93 20.50 16.58 14.82
Total return (%) 23.50 2.97 34.32 19.58 18.56(3)
- ---------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average net assets (%) 1.24 1.18 1.06 1.00 .51(3)
Ratio of net investment income
to average net assets (%) 2.14 2.65 2.05 2.08 1.39(3)
Decrease reflected in above expense
ratios due to actions by Dreyfus (%) -- -- .27 .53 .26(3)
Portfolio turnover rate (%) 95.42 89.23 118.49 77.83 52.86(3)
- ---------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ x 1,000) 9,656 3,746 8,662 14,458 11,939
(1) FROM MARCH 31, 1995 (COMMENCEMENT OF OPERATIONS) TO SEPTEMBER 30, 1995.
(2) BASED ON AVERAGE SHARES OUTSTANDING AT EACH MONTH END.
(3 )NOT ANNUALIZED.
</TABLE>
<Page 20>
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
RESTRICTED SHARES 1999 1998 1997 1996 1995(1)
- --------------------------------------------------------------------------------------------------------------------------------
PER-SHARE DATA ($)
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period 15.89 20.52 16.59 14.84 12.50
Investment operations:
Investment income -- net .42(2) .52 .41 .28 .21
Net realized and unrealized gain
(loss) on investments 3.27 (.02) 4.94 2.48 2.13
Total from investment operations 3.69 .50 5.35 2.76 2.34
Distributions:
Dividends from investment
income -- net (.40) (.55) (.30) (.31) --
Dividends from net realized gain
on investments (.71) (4.58) (1.12) (.70) --
Total distributions (1.11) (5.13) (1.42) (1.01) --
Net asset value, end of period 18.47 15.89 20.52 16.59 14.84
Total return (%) 23.93 3.17 34.70 19.73 18.72(3)
- ---------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average net assets (%) .96 .94 .83 .75 .38(3)
Ratio of net investment income
to average net assets (%) 2.33 2.84 2.38 2.38 1.51(3)
Decrease reflected in above expense
ratios due to actions by Dreyfus (%) -- -- .20 .53 .26(3)
Portfolio turnover rate (%) 95.42 89.23 118.49 77.83 52.86(3)
- ---------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ x 1,000) 78,554 56,431 46,960 28,143 11,898
(1) FROM MARCH 31, 1995 (COMMENCEMENT OF OPERATIONS) TO SEPTEMBER 30, 1995.
(2) BASED ON AVERAGE SHARES OUTSTANDING AT EACH MONTH END.
(3 )NOT ANNUALIZED.
</TABLE>
Financial Highlights
<Page 21>
Your Investment
ACCOUNT POLICIES
Buying shares
EACH PORTFOLIO OFFERS TWO SHARE CLASSES -- Investor shares and Restricted
shares. Investor shares are offered to any investor. Restricted shares are sold
primarily to clients of certain financial institutions that have selling
agreements with the fund' s distributor or that provide sub-accounting or
recordkeeping. YOU PAY NO SALES CHARGES to invest in this fund. Your price for
fund shares is the fund's net asset value per share (NAV), which is generally
calculated as of the close of trading on the New York Stock Exchange (usually 4:
00 p.m. Eastern time) every day the exchange is open. Your order will be priced
at the next NAV calculated after your order is accepted by the fund's transfer
agent or other authorized entity. The fund's investments are generally valued
based on market value or,
Third-party investments
If you invest through a third party (rather than directly with Dreyfus), the
policies and fees may be different than those described here. Banks, brokers,
401(k) plans, financial advisers and financial supermarkets may charge
transaction fees and may set different minimum investments or limitations on
buying or selling shares. Consult a representative of your plan or financial
institution if in doubt.
Minimum investments
Initial Additional
- --------------------------------------------------------------------------------
REGULAR ACCOUNTS $2,500 $100
$500 FOR
TELETRANSFER INVESTMENTS
TRADITIONAL IRAS $750 NO MINIMUM
SPOUSAL IRAS $750 NO MINIMUM
ROTH IRAS $750 NO MINIMUM
EDUCATION IRAS $500 NO MINIMUM
AFTER THE FIRST YEAR
DREYFUS AUTOMATIC $100 $100
INVESTMENT PLANS
All investments must be in U.S. dollars. Third-party checks cannot be accepted.
You may be charged a fee for any check that does not clear. Maximum TeleTransfer
purchase is $150,000 per day.
<Page 22>
where market quotations are not readily available, based on fair value as
determined in good faith by the fund's board.
Selling shares
YOU MAY SELL (REDEEM) SHARES AT ANY TIME. Your shares will be sold at the next
NAV calculated after your order is accepted by the fund's transfer agent or
other authorized entity. Any certificates representing fund shares being sold
must be returned with your redemption request. Your order will be processed
promptly and you will generally receive the proceeds within a week.
BEFORE SELLING RECENTLY PURCHASED SHARES, please note that if the fund has not
yet collected payment for the shares you are selling, it may delay sending the
proceeds for up to eight business days or until it has collected payment.
--------------------------------------------------------
Limitations on selling shares by phone
Proceeds
sent by Minimum Maximum
--------------------------------------------------------
CHECK NO MINIMUM $250,000 PER DAY
WIRE $1,000 $500,000 FOR JOINT
ACCOUNTS
EVERY 30 DAYS
TELETRANSFER $500 $500,000 FOR JOINT
ACCOUNTS
EVERY 30 DAYS
Written sell orders
Some circumstances require written sell orders along with signature guarantees.
These include:
(pound) amounts of $10,000 or more on accounts whose address has been changed
within the last 30 days
(pound) requests to send the proceeds to a different payee or address
Written sell orders of $100,000 or more also must be signature guaranteed.
A SIGNATURE GUARANTEE helps protect against fraud. You can obtain one from most
banks or securities dealers, but not from a notary public. For joint accounts,
each signature must be guaranteed. Please call us to ensure that your signature
guarantee will be processed correctly.
Your Investment
<Page 23>
ACCOUNT POLICIES (CONTINUED)
General policies
UNLESS YOU DECLINE TELEPHONE PRIVILEGES on your application, you may be
responsible for any fraudulent telephone order as long as Dreyfus takes
reasonable measures to verify the order.
THE FUND RESERVES THE RIGHT TO:
(pound)refuse any purchase or exchange request that
could adversely affect the fund or its operations, including those from any
individual or group who, in the fund's view, is likely to engage in excessive
trading (usually defined as more than four exchanges out of the fund within a
calendar year)
(pound) refuse any purchase or exchange request in excess of
1% of the fund's total assets
(pound) change or discontinue its exchange privilege, or
temporarily suspend this privilege during unusual market conditions
(pound) change its minimum investment amounts
(pound) delay sending out redemption proceeds for up to
seven days (generally applies only in cases of very large redemptions,
excessive trading or during unusual market conditions)
The fund also reserves the right to make a "redemption in kind" -- payment in
portfolio securities rather than cash -- if the amount you are redeeming is
large enough to affect fund operations (for example, if it represents more than
1% of the fund's assets).
Small account policies
To offset the relatively higher costs of servicing smaller accounts, the fund
charges regular accounts with balances below $2,000 an annual fee of $12. The
fee will be imposed during the fourth quarter of each calendar year.
The fee will be waived for: any investor whose aggregate Dreyfus mutual fund
investments total at least $25,000; IRA accounts; accounts participating in
automatic investment programs; accounts opened through a financial institution.
If your account falls below $500, the fund may ask you to increase your balance.
If it is still below $500 after 45 days, the fund may close your account and
send you the proceeds.
<Page 24>
DISTRIBUTIONS AND TAXES
THE FUND USUALLY PAYS ITS SHAREHOLDERS DIVIDENDS from its net investment income
and distributes any net capital gains it has realized once a year. Your
distributions will be reinvested in the fund unless you instruct the fund
otherwise. There are no fees or sales charges on reinvestments.
FUND DIVIDENDS AND DISTRIBUTIONS ARE TAXABLE to most investors (unless your
investment is in an IRA or other tax-deferred account). The tax status of any
distribution is the same regardless of how long you have been in the fund and
whether you reinvest your distributions or take them in cash. In general,
distributions are federally taxable as follows:
--------------------------------------------------------
Taxability of distributions
Type of Tax rate for Tax rate for
distribution 15% bracket 28% bracket or above
--------------------------------------------------------
INCOME ORDINARY ORDINARY
DIVIDENDS INCOME RATE INCOME RATE
SHORT-TERM ORDINARY ORDINARY
CAPITAL GAINS INCOME RATE INCOME RATE
LONG-TERM
CAPITAL GAINS 10% 20%
The tax status of your dividends and distributions will be detailed in your
annual tax statement from the fund.
Because everyone's tax situation is unique, always consult your tax professional
about federal, state and local tax consequences.
Taxes on transactions
Except for tax-deferred accounts, any sale or exchange of fund shares may
generate a tax liability. Of course, withdrawals or distributions from
tax-deferred accounts are taxable when received.
The table at right also can provide a guide for your potential tax liability
when selling or exchanging fund shares. "Short-term capital gains" applies to
fund shares sold or exchanged up to 12 months after buying them. "Long-term
capital gains" applies to shares sold or exchanged after 12 months.
Your Investment
<Page 25>
SERVICES FOR FUND INVESTORS
Automatic services
BUYING OR SELLING SHARES AUTOMATICALLY is easy with the services described
below. With each service, you select a schedule and amount, subject to certain
restrictions. You can set up most of these services with your application or by
calling 1-800-645-6561.
--------------------------------------------------------
For investing
DREYFUS AUTOMATIC For making automatic investments
ASSET BUILDER((reg.tm)) from a designated bank account.
DREYFUS PAYROLL For making automatic investments
SAVINGS PLAN through a payroll deduction.
DREYFUS GOVERNMENT For making automatic investments
DIRECT DEPOSIT from your federal employment,
PRIVILEGE Social Security or other regular
federal government check.
DREYFUS DIVIDEND For automatically reinvesting the
SWEEP dividends and distributions from
one Dreyfus fund into another
(not available for IRAs).
--------------------------------------------------------
For exchanging shares
DREYFUS AUTO- For making regular exchanges
EXCHANGE PRIVILEGE from one Dreyfus fund into
another.
--------------------------------------------------------
For selling shares
DREYFUS AUTOMATIC For making regular withdrawals
WITHDRAWAL PLAN from most Dreyfus funds.
Dreyfus Financial Centers
Through a nationwide network of Dreyfus Financial Centers, Dreyfus offers a full
array of investment services and products. This includes information on mutual
funds, brokerage services, tax-advantaged products and retirement planning.
Experienced financial consultants can help you make informed choices and provide
you with personalized attention in handling account transactions. The Financial
Centers also offer informative seminars and events. To find the Financial Center
nearest you, call 1-800-499-3327.
<Page 26>
Exchange privilege
YOU CAN EXCHANGE SHARES WORTH $500 OR MORE (no minimum for retirement accounts)
from one Dreyfus fund into another. You can request your exchange in writing or
by phone. Be sure to read the current prospectus for any fund into which you are
exchanging before investing. Any new account established through an exchange
will have the same privileges as your original account (as long as they are
available). There is currently no fee for exchanges, although you may be charged
a sales load when exchanging into any fund that has one.
Dreyfus TeleTransfer privilege
TO MOVE MONEY BETWEEN YOUR BANK ACCOUNT and your Dreyfus fund account with a
phone call, use the Dreyfus TeleTransfer privilege. You can set up TeleTransfer
on your account by providing bank account information and following the
instructions on your application.
24-hour automated account access
YOU CAN EASILY MANAGE YOUR DREYFUS ACCOUNTS, check your account balances,
transfer money between your Dreyfus funds, get price and yield information and
much more -- when it's convenient for you.
Retirement plans
Dreyfus offers a variety of retirement plans, including traditional, Roth and
Education IRAs. Here's where you call for information:
(pound) for traditional, rollover, Roth and Education IRAs, call 1-800-645-656
(pound) for SEP-IRAs, Keogh accounts, 401(k) and 403(b) accounts, call
1-800-358-0910
Your Investment
<Page 27>
INSTRUCTIONS FOR REGULAR ACCOUNTS
TO OPEN AN ACCOUNT
In Writing
Complete the application.
Mail your application and a check to:
The Dreyfus Family of Funds
P.O. Box 9387, Providence, RI 02940-9387
TO ADD TO AN ACCOUNT
Fill out an investment slip, and write your account number on your check.
Mail the slip and the check to: The Dreyfus Family of Funds P.O. Box 105,
Newark, NJ 07101-0105
By Telephone
WIRE Have your bank send your
investment to The Bank of New York, with these instructions:
* ABA# 021000018
* DDA# 8900251786 Income Portfolio
* DDA# 8900118253 Growth and Income Portfolio
* DDA# 8900251794 Growth Portfolio
* your Social Security or tax ID number
* name(s) of investor(s)
Call us to obtain an account number. Return your application.
WIRE Have your bank send your investment to The Bank of New York, with these
instructions:
* ABA# 021000018
* DDA# 8900251786 Income Portfolio
* DDA# 8900118253 Growth and Income Portfolio
* DDA# 8900251794 Growth Portfolio
* your account number
* name(s) of investor(s)
ELECTRONIC CHECK Same as wire, but insert "1111" before your account number.
TELETRANSFER Request TeleTransfer on your application. Call us to request your
transaction.
Automatically
WITH AN INITIAL INVESTMENT Indicate
on your application which automatic service(s) you want. Return your application
with your investment.
WITHOUT ANY INITIAL INVESTMENT Check the Dreyfus Step Program option on your
application. Return your application, then complete the additional materials
when they are sent to you.
ALL SERVICES Call us to request a form to add any automatic investing service
(see "Services for Fund Investors"). Complete and return the forms along with
any other required materials.
Via the Internet
COMPUTER Visit the Dreyfus Web site http://www.dreyfus.com and follow the
instructions to download an account application.
<Page 28>
TO SELL SHARES
Write a letter of instruction that includes:
* your name(s) and signature(s)
* your account number
* the fund name
* the dollar amount you want to sell
* how and where to send the proceeds
Obtain a signature guarantee or other documentation, if required (see "Account
Policies -- Selling Shares").
Mail your request to: The Dreyfus Family of Funds P.O. Box 9671, Providence, RI
02940-9671
WIRE Be sure the fund has your bank account information on file. Call us to
request your transaction. Proceeds will be wired to your bank.
TELETRANSFER Be sure the fund has your bank account information on file. Call
us to request your transaction. Proceeds will be sent to your bank by electronic
check.
CHECK Call us to request your transaction. A check will be sent to the address
of record.
DREYFUS AUTOMATIC WITHDRAWAL PLAN Call us to request a form to add the plan.
Complete the form, specifying the amount and frequency of withdrawals you would
like.
Be sure to maintain an account balance of $5,000 or more.
To reach Dreyfus, call toll free in the U.S.
1-800-645-6561
Outside the U.S. 516-794-5452
Make checks payable to:
THE DREYFUS FAMILY OF FUNDS
You also can deliver requests to any Dreyfus Financial Center. Because
processing time may vary, please ask the representative when your account will
be credited or debited.
Concepts to understand
WIRE TRANSFER: for transferring money from one financial institution to another.
Wiring is the fastest way to move money, although your bank may charge a fee to
send or receive wire transfers. Wire redemptions from the fund are subject to a
$1,000 minimum.
ELECTRONIC CHECK: for transferring money out of a bank account. Your transaction
is entered electronically, but may take up to eight business days to clear.
Electronic checks usually are available without a fee at all Automated Clearing
House (ACH) banks.
Your Investment
<Page 29>
INSTRUCTIONS FOR IRAS
TO OPEN AN ACCOUNT
In Writing
Complete an IRA application, making sure to specify the fund name and to
indicate the year the contribution is for.
Mail your application and a check to:
The Dreyfus Trust Company, Custodian P.O. Box 6427, Providence, RI 02940-6427
TO ADD TO AN ACCOUNT
Fill out an investment slip, and write your account number on your check.
Indicate the year the contribution is for.
Mail in the slip and the check (see "To Open an Account" at left).
By Telephone
WIRE Have your bank send your investment to The Bank of New York, with these
instructions:
* ABA# 021000018
* DDA# 8900251786 Income Portfolio
* DDA# 8900118253 Growth and Income Portfolio
* DDA# 8900251794 Growth Portfolio
* your account number
* name of investor
* the contribution year
ELECTRONIC CHECK Same as wire, but insert "1111" before your account number.
TELEPHONE CONTRIBUTION Call to request us to move money from a regular Dreyfus
account to an IRA (both accounts must be held in the same shareholder name).
Automatically
WITHOUT ANY INITIAL INVESTMENT Call us
to request a Dreyfus Step Program form. Complete and return the form along with
your application.
ALL SERVICES Call us to request a form to add an automatic investing service
(see "Services for Fund Investors"). Complete and return the form along with any
other required materials.
All contributions will count as current year.
Via the Internet
COMPUTER Visit the Dreyfus Web site http://www.dreyfus.com and follow the
instructions to download an account application.
<Page 30>
TO SELL SHARES
Write a letter of instruction that includes:
* your name and signature
* your account number
* the fund name
* the dollar amount you want to sell
* how and where to send the proceeds
* whether the distribution is qualified or premature
* whether the 10% TEFRA should be withheld
Obtain a signature guarantee or other documentation, if required.
Mail in your request (see "To Open an Account" at left).
DREYFUS AUTOMATIC WITHDRAWAL PLAN Call us to request instructions to establish
the plan.
To reach Dreyfus, call toll free in the U.S.
1-800-645-6561
Outside the U.S. 516-794-5452
Make checks payable to:
THE DREYFUS TRUST COMPANY, CUSTODIAN
You also can deliver requests to any Dreyfus Financial Center. Because
processing time may vary, please ask the representative when your account will
be credited or debited.
Concepts to understand
WIRE TRANSFER: for transferring money from one financial institution to another.
Wiring is the fastest way to move money, although your bank may charge a fee to
send or receive wire transfers. Wire redemptions from the fund are subject to a
$1,000 minimum.
ELECTRONIC CHECK: for transferring money out of a bank account. Your transaction
is entered electronically, but may take up to eight business days to clear.
Electronic checks usually are available without a fee at all Automated Clearing
House (ACH) banks.
Your Investment
<Page 31>
NOTES
For More Information.
Dreyfus LifeTime Portfolios, Inc.
-----------------------------
SEC file number: 811-7878
More information on this fund is available free upon
request, including the following:
Annual/Semiannual Report
Describes each portfolio's performance, lists portfolio
holdings and contains a letter from the fund's manager
discussing recent market conditions, economic trends and
fund strategies that significantly affected each
portfolio's performance during the last fiscal year.
Statement of Additional Information (SAI)
Provides more details about each portfolio and its
policies. A current SAI is on file with the Securities
and Exchange Commission (SEC) and is incorporated by
reference (is legally considered part of this
prospectus).
To obtain information:
BY TELEPHONE Call 1-800-645-6561
BY MAIL Write to: The Dreyfus Family of Funds 144 Glenn Curtiss Boulevard
Uniondale, NY 11556-0144
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(c) 2000 Dreyfus Service Corporation DRPP0200
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DREYFUS LIFETIME PORTFOLIOS, INC.
INCOME PORTFOLIO
GROWTH AND INCOME PORTFOLIO
GROWTH PORTFOLIO
INVESTOR CLASS SHARES AND RESTRICTED CLASS SHARES
STATEMENT OF ADDITIONAL INFORMATION
FEBRUARY 1, 2000
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This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current Prospectus of
Dreyfus LifeTime Portfolios, Inc. (the "Fund"), dated February 1, 2000. 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 one of the following
numbers:
Call Toll Free 1-800-645-6561
In New York City -- Call 1-718-895-1206
Outside the U.S. -- Call 516-794-5452
The Fund's most recent Annual Report and Semi-Annual Report to
Shareholders are separate documents supplied with this Statement of Additional
Information, and the financial statements, accompanying notes and report of
independent auditors appearing in the Annual Report are incorporated by
reference into this Statement of Additional Information.
TABLE OF CONTENTS
Page
Description of the Fund and Portfolios.....................................B-2
Management of the Fund.....................................................B-17
Management Arrangements....................................................B-23
How to Buy Shares..........................................................B-27
Shareholder Services Plan..................................................B-29
How to Redeem Shares.......................................................B-30
Shareholder Services.......................................................B-32
Determination of Net Asset Value...........................................B-36
Dividends, Distributions and Taxes.........................................B-37
Portfolio Transactions.....................................................B-39
Performance Information....................................................B-40
Information About the Fund and Portfolios..................................B-42
Counsel and Independent Auditors...........................................B-44
Appendix...................................................................B-45
DESCRIPTION OF THE FUND AND PORTFOLIOS
......The Fund is a Maryland corporation formed on July 15, 1993. Each Portfolio
is a separate portfolio of the Fund, an open-end management investment company,
known as a mutual fund. Each Portfolio is a diversified portfolio, which means
that, with respect to 75% of the Portfolio's total assets, the Portfolio will
not invest more than 5% of its assets in the securities of any single issuer,
nor hold more than 10% of the outstanding voting securities of any single
issuer.
The Dreyfus Corporation ("Dreyfus") serves as each Portfolio's investment
adviser. Dreyfus has engaged its affiliate, 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 are referred to collectively
as the "Advisers."
Premier Mutual Fund Services, Inc. (the "Distributor") is the distributor
of each Portfolio's shares.
Investment Approach
The following information supplements and should be read in conjunction
with the Fund's Prospectus.
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
International Domestic
Total Assets Assets Domestic Assets Equity
------------------------------ ------------------ -------------------- ---------------------
Money
Market Fixed Fixed
Portfolio Int'l Domestic Instruments Equity Income Equity Income Large Cap Small Cap
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Income N/A 90% 10% N/A N/A 25% 75% 100% N/A
Growth
and
Income 10% 90% * 50% 50% 50% 50% 80% 20%
Growth 15% 85% * 80% 20% 80% 20% 80% 20%
- ----------
* 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
</TABLE>
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 of the Growth Portfolio and the
Growth and Income 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:
Portfolio Portfolio Overlay One Portfolio Overlay Two
- ------------------------- --------------------------- --------------------------
Range for Relative Range for Relative
Weighing of International Weighing of Domestic
and Domestic Assets Assets Between Equity
Assets and Fixed-Income
Assets
Growth and Income +/- 5% of Portfolio +/- 15% of Portfolio
Baseline Baseline
Growth +/- 10% of Portfolio +20%/-15% of Portfolio
Baseline Baseline
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 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.
With respect to the Growth Portfolio and the Growth and Income Portfolio,
Mellon Equity will compare each such 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"). A brief description of
each Asset Class Benchmark listed in the table below is contained in Section VI.
The Asset Class Benchmarks are used in the investment management process as
described in the following section. The Asset Class Benchmarks are listed in the
following table:
Asset Class Portfolios Asset Class Benchmark
- ----------------------- -------------------------- ---------------------------
Domestic Large Cap Income, Growth and Income Standard & Poor's 500 Index
Equity and Growth ("S&P 500 Index")
Domestic Small Cap Growth and Income and Russell 2000(R) Index
Equity Growth
International Equity Growth and Income and Morgan Stanley Capital
Growth International Europe,
Australia, Far East (Free)
Index ("EAFE Index")*
Domestic Fixed-Income Income, Growth and Income Lehman Brothers
and Growth Government/Corporate
Intermediate Bond Index
("Lehman Government/
Corporate Index")
International Growth and Income and J.P. Morgan Non-US
Fixed-Income Growth Government Bond Index -
Hedged ("J.P. Morgan Global
Index")
- ----------------------------
* In U.S. dollars
Under normal 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 investment characteristics as those 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 that are actively managed, Mellon Equity will employ
proprietary valuation models to assist in the selection of stocks and in the
construction of portfolios that maintain the investment 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. DESCRIPTION OF ASSET CLASS BENCHMARKS.
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.
The Russell 2000(R) Index is an unmanaged index and is composed of the
smallest companies in the Russell 3000(R) Index. The Russell 3000(R) Index is
composed of 3,000 of the largest U.S. companies by market capitalization.
The EAFE Index is a broadly diversified international index composed of
the equity securities of approximately 1,548 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.
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, with an average outstanding
market value of more than $600 million and maturities of less than ten years and
greater than one year.
The J.P. Morgan Global Government Index is composed of traded, fixed-rate
government bonds from twelve countries with maturities of greater than one year.
The twelve countries are Australia, Belgium, Canada, Denmark, France, Germany,
Italy, Japan, the Netherlands, Spain, Sweden and the United Kingdom.
Certain Portfolio Securities
The following information supplements and should be read in conjunction
with the Fund's Prospectus.
Depositary Receipts. (Growth and Income Portfolio and Growth Portfolio
only) Each of these Portfolios may invest in the securities of foreign issuers
in the form of American Depositary Receipts and American Depositary Shares
(collectively, "ADRs") and Global Depositary Receipts and Global Depositary
Shares (collectively, "GDRs") and other forms of depositary receipts. 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. GDRs are receipts issued outside the
United States 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
GDRs in bearer form are designed for use outside the United States.
These securities may be purchased through "sponsored" or "unsponsored"
facilities. A sponsored facility is established jointly by the issuer of the
underlying security and a depositary. 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.
Money Market Instruments. The short-term money market instruments in which
a Portfolio may 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. The Income Portfolio
will purchase only money market instruments having remaining maturities of 13
months or less.
The Income Portfolio generally invests up to 10% of its assets in money
market instruments. When the Advisers determine that adverse market conditions
exist, a Portfolio may adopt a temporary defensive position and invest without
limitation in money market instruments. A Portfolio also may purchase money
market instruments when it has cash reserves or in anticipation of taking a
market position.
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.
Foreign Government Obligations; Securities of Supranational Entities.
(Growth and Income Portfolio and Growth Portfolio only) Each of these Portfolios
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.
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, as amended (the "1940
Act"), 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 total assets with respect to any
one investment company and (iii) 10% of the Portfolio's total 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. These securities may include securities that are not readily
marketable, such as securities that are subject to legal or contractual
restrictions on resale, repurchase agreements providing for settlement in more
than seven days after notice, and certain privately negotiated, non-exchange
traded options and securities used to cover such options. As to these
securities, the Portfolio is subject to a risk that should the Portfolio desire
to sell them when a ready buyer is not available at a price the Portfolio deems
representative of their value, the value of the Portfolio's net assets could be
adversely affected.
Investment Techniques
The following information supplements and should be read in conjunction
with the Fund's Prospectus.
Foreign Currency Transactions. (Growth and Income Portfolio and Growth
Portfolio only) Each of these Portfolios may enter into foreign currency
transactions for a variety of purposes, including: to fix in U.S. dollars,
between trade and settlement date, the value of a security the Portfolio has
agreed to buy or sell; to hedge the U.S. dollar value of securities the
Portfolio already owns, particularly if it expects a decrease in the value of
the currency in which the foreign security is denominated; or to gain exposure
to the foreign currency in an attempt to realize gains.
Foreign currency transactions may involve, for example, the Portfolio's
purchase of foreign currencies for U.S. dollars or the maintenance of short
positions in foreign currencies. A short position would involve the Portfolio
agreeing to exchange an amount of a currency it did not currently own for
another currency at a future date in anticipation of a decline in the value of
the currency sold relative to the currency the Portfolio contracted to receive.
The Portfolio's success in these transactions will depend principally on the
Advisers' ability to predict accurately the future exchange rates between
foreign currencies and the U.S. dollar.
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.
Leverage. Leveraging (that is, buying securities using borrowed money)
exaggerates the effect on net asset value of any increase or decrease in the
market value of a Portfolio's portfolio. These borrowings will be subject to
interest costs which may or may not be recovered by appreciation of the
securities purchased; in certain cases, interest costs may exceed the return
received on the securities purchased. For borrowings for investment purposes,
the 1940 Act requires a Portfolio to maintain continuous asset coverage (total
assets including borrowings, less liabilities exclusive of borrowings) of 300%
of the amount borrowed. If the required coverage should decline as a result of
market fluctuations or other reasons, the Portfolio may be required to sell some
of its portfolio holdings within three days to reduce the amount of its
borrowings and restore the 300% asset coverage, even though it may be
disadvantageous from an investment standpoint to sell securities at that time.
The Portfolio also may be required to maintain minimum average balances in
connection with such borrowing or pay a commitment or other fee to maintain a
line of credit; either of these requirements would increase the cost of
borrowing over the stated interest rate.
A Portfolio may enter into reverse repurchase agreements with banks,
brokers or dealers. This form of borrowing involves the transfer by the
Portfolio of an underlying debt instrument in return for cash proceeds based on
a percentage of the value of the security. The Portfolio retains the right to
receive interest and principal payments on the security. At an agreed upon
future date, the Portfolio repurchases the security at principal plus accrued
interest. Except for these transactions, a Portfolio's borrowings generally will
be unsecured.
Derivatives. Each Portfolio may invest in, or enter into, derivatives,
such as options and futures, for a variety of reasons, primarily to provide a
substitute for purchasing or selling particular securities, but also to hedge
certain market risks, or to increase potential income gain. Derivatives may
provide a cheaper, quicker or more specifically focused way for the Fund to
invest than "traditional" securities would.
Derivatives can be volatile and involve various types and degrees of risk,
depending upon the characteristics of the particular derivative and the
portfolio as a whole. Derivatives permit the Portfolio to increase or decrease
the level of risk, or change the character of the risk, to which its portfolio
is exposed in much the same way as the Portfolio can increase or decrease the
level of risk, or change the character of the risk, of its portfolio by making
investments in specific securities. However, derivatives may entail investment
exposures that are greater than their cost would suggest, meaning that a small
investment in derivatives could have a large potential impact on the Portfolio's
performance.
If a Portfolio invests in derivatives at inopportune times or judges
market conditions incorrectly, such investments may lower the Portfolio's return
or result in a loss. The Portfolio also could experience losses if its
derivatives were poorly correlated with its other investments, or if the
Portfolio were unable to liquidate its position because of an illiquid secondary
market. The market for many derivatives is, or suddenly can become, illiquid.
Changes in liquidity may result in significant, rapid and unpredictable changes
in the prices for derivatives.
Although neither the Fund nor any Portfolio will be a commodity pool,
certain derivatives subject the Portfolios to the rules of the Commodity Futures
Trading Commission which limit the extent to which a Portfolio can invest in
such derivatives. Each Portfolio may invest in futures contracts and options
with respect thereto for hedging purposes without limit. However, no Portfolio
may invest in such contracts and options for other purposes if the sum of the
amount of initial margin deposits and premiums paid for unexpired options with
respect to such contracts, other than for bona fide hedging purposes, exceeds 5%
of the liquidation value of the Portfolio's assets, after taking into account
unrealized profits and unrealized losses on such contracts and options;
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%
limitation.
Derivatives may be purchased on established exchanges or through privately
negotiated transactions referred to as over-the-counter derivatives.
Exchange-traded derivatives generally are guaranteed by the clearing agency
which is the issuer or counterparty to such derivatives. This guarantee usually
is supported by a daily variation margin system operated by the clearing agency
in order to reduce overall credit risk. As a result, unless the clearing agency
defaults, there is relatively little counterparty credit risk associated with
derivatives purchased on an exchange. By contrast, no clearing agency guarantees
over-the-counter derivatives. Therefore, each party to an over-the-counter
derivative bears the risk that the counterparty will default. Accordingly, the
Advisers will consider the creditworthiness of counterparties to
over-the-counter derivatives in the same manner as it would review the credit
quality of a security to be purchased by a Portfolio. Over-the-counter
derivatives are less liquid than exchange-traded derivatives since the other
party to the transaction may be the only investor with sufficient understanding
of the derivative to be interested in bidding for it.
Futures Transactions--In General. A Portfolio may enter into futures contracts
in U.S. domestic markets or, in the case of the Growth and Income Portfolio and
Growth Portfolio, on exchanges located outside the United States. Foreign
markets may offer advantages such as trading opportunities or arbitrage
possibilities not available in the United States. Foreign markets, however, may
have greater risk potential than domestic markets. For example, some foreign
exchanges are principal markets so that no common clearing facility exists and
an investor may look only to the broker for performance of the contract. In
addition, any profits that a Portfolio might realize in trading could be
eliminated by adverse changes in the currency exchange rate, or the Portfolio
could incur losses as a result of those changes. Transactions on foreign
exchanges may include commodities which are traded on domestic exchanges or
those which are not. Unlike trading on domestic commodity exchanges, trading on
foreign commodity exchanges is not regulated by the Commodity Futures Trading
Commission.
Engaging in these transactions involves risk of loss to a Portfolio which
could adversely affect the value of the Portfolio's net assets. 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 the Portfolio to
substantial losses.
Successful use of futures by a Portfolio also is subject to the ability of
the Advisers to predict correctly movements in the direction of the relevant
market and, to the extent the transaction is entered into for hedging purposes,
to ascertain the appropriate correlation between the position being hedged and
the price movements of the futures contract. For example, if a Portfolio uses
futures to hedge against the possibility of a decline in the market value of
securities held in its portfolio and the prices of such securities instead
increase, 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. A Portfolio may have to sell such securities at a time when
it may be disadvantageous to do so.
Pursuant to regulations and/or published positions of the Securities and
Exchange Commission, a Portfolio may be required to segregate permissible liquid
assets to cover its obligations relating to its purchase of derivatives. To
maintain this required cover, the Portfolio may have to sell portfolio
securities at disadvantageous prices or times since it may not be possible to
liquidate a derivative position at a reasonable price. In addition, the
segregation of such assets will have the effect of limiting a Portfolio's
ability otherwise to invest those assets.
Specific Futures Transactions. A Portfolio may purchase and sell stock index
futures contracts. A stock index future obligates a Portfolio to pay or receive
an amount of cash equal to a fixed dollar amount specified in the futures
contract multiplied by the difference between the settlement price of the
contract on the contract's last trading day and the value of the index based on
the stock prices of the securities that comprise it at the opening of trading in
such securities on the next business day.
A Portfolio may purchase and sell interest rate futures contracts. An
interest rate future obligates the Portfolio to purchase or sell an amount of a
specific debt security at a future date at a specific price.
The Growth and Income Portfolio and Growth Portfolio may purchase and sell
currency futures. A foreign currency future obligates the Portfolio to purchase
or sell an amount of a specific currency at a future date at a specific price.
Options--In General. Each Portfolio may invest up to 5% of its assets,
represented by the premium paid, in the purchase of call and put options. Each
Portfolio may write (i.e., sell) covered call and put option contracts to the
extent of 20% of the value of its net assets at the time such option contracts
are written. A call option gives the purchaser of the option the right to buy,
and obligates the writer to sell, the underlying security or securities at the
exercise price at any time during the option period, or at a specific date.
Conversely, a put option gives the purchaser of the option the right to sell,
and obligates the writer to buy, the underlying security or securities at the
exercise price at any time during the option period, or at a specific date.
A covered call option written by a Portfolio is a call option with respect
to which the Portfolio owns the underlying security or otherwise covers the
transaction by segregating permissible liquid assets. A put option written by a
Portfolio is covered when, among other things, the Portfolio segregates
permissible liquid assets having a value equal to or greater than the exercise
price of the option to fulfill the obligation undertaken. The principal reason
for writing covered call and put options is to realize, through the receipt of
premiums, a greater return than would be realized on the underlying securities
alone. A Portfolio receives a premium from writing covered call or put options
which it retains whether or not the option is exercised.
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 of the
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 may otherwise 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.
Specific Options Transactions. A Portfolio may purchase and sell call and put
options in respect of specific securities (or groups or "baskets" of specific
securities) or stock indices listed on national securities exchanges or traded
in the over-the-counter market. An option on a stock index is similar to an
option in respect of specific securities, except that settlement does not occur
by delivery of the securities comprising the index. Instead, the option holder
receives an amount of cash if the closing level of the stock index upon which
the option is based is greater than in the case of a call, or less than in the
case of a put, the exercise price of the option. Thus, the effectiveness of
purchasing or writing stock index options will depend upon price movements in
the level of the index rather than the price of a particular stock.
The Growth and Income Portfolio and Growth Portfolio may purchase and sell
call and put options on foreign currency. These options convey the right to buy
or sell the underlying currency at a price which is expected to be lower or
higher than the spot price of the currency at the time the option is exercised
or expires.
Successful use by a Portfolio of options will be subject to the ability of
the Advisers to predict correctly movements in the prices of individual stocks
or the stock market generally. To the extent such predictions are incorrect, a
Portfolio may incur losses.
Future Developments. A Portfolio may take advantage of opportunities in
the area of options and futures contracts and options on futures contracts and
any other derivatives which are not presently contemplated for use by the
Portfolio 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, the Fund will provide
appropriate disclosure in its Prospectus or Statement of Additional Information.
Lending Portfolio Securities. Each Portfolio may lend securities from its
portfolio to brokers, dealers and other financial institutions needing to borrow
securities to complete certain transactions. The Portfolio continues to be
entitled to payments in amounts equal to the interest, dividends or other
distributions payable on the loaned securities which affords the Portfolio an
opportunity to earn interest on the amount of the loan and on the loaned
securities' collateral. Loans of portfolio securities may not exceed 331/3% of
the value of the Portfolio's total assets, and the Portfolio will receive
collateral consisting of cash, U.S. Government securities or irrevocable letters
of credit which will be maintained at all times in an amount equal to at least
100% of the current market value of the loaned securities. Such loans are
terminable by the Portfolio at any time upon specified notice. The 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. In
connection with its securities lending transactions, a 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.
Forward Commitments. A Portfolio may purchase securities on a forward
commitment or when-issued basis, which means that delivery and payment take
place a number of days after the date of the commitment to purchase. The payment
obligation and the interest rate receivable on a forward commitment or
when-issued security are fixed when the Portfolio enters into the commitment,
but the Portfolio does not make payment until it receives delivery from the
counterparty. The Portfolio will commit 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. The
Portfolio will segregate permissible liquid assets at least equal at all times
to the amount of the Portfolio's purchase commitments.
Securities purchased on a forward commitment or when-issued basis are
subject to changes in value (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 forward commitment or when-issued basis may expose a Portfolio to
risks because they may experience such fluctuations prior to their actual
delivery. Purchasing securities on a when-issued 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.
Purchasing securities on a forward commitment or when-issued 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.
Investment Considerations and Risks
General. Because each Portfolio will have at any given time a different
asset mix to achieve its investment objective, the risks of investing will vary
depending on the Portfolio selected for investment. Before selecting a Portfolio
in which to invest, the investor should assess the risks associated with the
types of investments made by the Portfolio. The net asset value per share of
each Portfolio should be expected to fluctuate. Investors should consider each
Portfolio as a supplement to an overall investment program and should invest
only if they are willing to undertake the risks involved.
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.
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, seizure or
nationalization of foreign deposits or adoption of governmental restrictions
which might adversely affect or restrict the payment of principal, interest and
dividends on the foreign securities to investors located outside the country of
the issuers, whether from currency blockage or otherwise.
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.
Simultaneous Investments. Investment decisions for each Portfolio are made
independently from those of other investment companies or accounts advised by
the Advisers. If, however, such other investment companies or accounts desire to
invest in, or dispose of, the same securities as a 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.
Investment Restrictions
Each Portfolio's investment objective is a fundamental policy, which
cannot be changed without approval by the holders of a majority (as defined in
the 1940 Act) of the Portfolio's outstanding voting shares. In addition, the
Portfolios have adopted certain investment restrictions as fundamental policies
and certain other investment restrictions as non-fundamental policies, as
described below.
Each Portfolio has adopted investment restrictions numbered 1 through 10
as fundamental policies, which cannot be changed, as to a Portfolio, without
approval by the holders of a majority (as defined in the 1940 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 Board members 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 1940 Act (which
currently limits borrowing to no more than 331/3% 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 331/3% 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 1940 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 1940 Act.
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.
MANAGEMENT OF THE FUND
The Fund's Board is responsible for the management and supervision of each
Portfolio. The Board approves all significant agreements with those companies
that furnish services to the Portfolio. These companies are as follows:
The Dreyfus Corporation................ Investment Adviser
Mellon Equity Associates............... Sub-Investment Adviser
Premier Mutual Fund Services, Inc...... Distributor
Dreyfus Transfer, Inc.................. Transfer Agent
Mellon Bank, N.A....................... Custodian
Board members and officers of the Fund, together with information as to
their principal business occupations during at least the last five years, are
shown below.
Board Members of the Fund
JOSEPH S. DiMARTINO. Since January 1995, Chairman of the Board of various funds
in the Dreyfus Family of Funds. He also is a director of The Muscular
Dystrophy Association, HealthPlan Services Corporation, a provider of
marketing, administrative and risk management services to health and other
benefit programs, Carlyle Industries, Inc. (formerly, Belding Heminway
Company, Inc.), a button packager and distributor and Century Business
Services, Inc. (formerly, International Alliance Services, Inc.), a
provider of various outsourcing functions for small and medium sized
companies. For more than five years prior to January 1995, he was
President, a director and, until August 1994, Chief Operating Officer of
the Manager and Executive Vice President and a director of Dreyfus Service
Corporation, a wholly-owned subsidiary of Dreyfus and until August 24,
1994, the Fund's distributor. From August 1994 until December 31, 1994, he
was a director of Mellon Bank Corporation. He is 56 years old and his
address is 200 Park Avenue, New York, New York 10166.
LUCY WILSON BENSON, Board Member. President of Benson and Associates,
consultants to business and government. Mrs. Benson is a director of COMSAT
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 of
the Atlantic Council of the U.S. and a member of the Council on Foreign
Relations. From 1980 to 1994, Mrs. Benson was a director of The Grumman
Corporation and from 1990 to 1998, she was a director of General RE
Corporation. Mrs. Benson served as a consultant to the U.S. Department of
State and to SRI International from 1980 to 1981. From 1977 to 1980, she
was Under Secretary of State of Security Assistance, Science and
Technology. She is 72 years old and her address is 46 Sunset Avenue,
Amherst, Massachusetts 01002.
DAVID W. BURKE, Board Member. Board member of various funds in the Dreyfus
Family of Funds. Chairman of the Broadcasting Board of Governors, an
independent board within the United States Information Agency, from August
1994 to November 1998. From August 1994 to December 1994, Mr. Burke was a
Consultant to Dreyfus, and from October 1990 to August 1994, he was 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. He is 63 years old and his address is 197 Eighth
Street, Charleston, Massachusetts 02109.
MARTIN D. FIFE, Board Member. Chairman of the Board of Magar Inc., a company
specializing in financial products and developing early stage companies. In
addition, Mr. Fife is Chairman of the Board and Chief Executive Officer of
Skysat Communications Network Corporation, a company developing
telecommunications systems. Mr. Fife also serves on the boards of various
other companies. He is 72 years old and his address is 405 Lexington
Avenue, New York, New York 10174.
WHITNEY I. GERARD, Board Member. Partner of the New York City law firm of
Chadbourne & Parke. He is 65 years old and his address is 30 Rockefeller
Plaza, New York, New York 10112.
ROBERT R. GLAUBER, Board Member. 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. He is chairman
of The Measurisk Group, a risk measurement advisory and software
development firm, co-chairman of the Investment Committee, Massachusetts
State Retirement Fund, and is also a director of The Dun & Bradstreet Corp,
Exel Limited, a Bermuda based insurance company, Cooke and Bieler, Inc.,
investment counselors, National Association of Securities Dealers, Inc.,
NASD Regulation, Inc. and the Federal Reserve Bank of Boston. He is 60
years old and his address is 79 John F. Kennedy Street, Cambridge,
Massachusetts 02138.
ARTHUR A. HARTMAN, Board Member. Senior consultant with APCO Associates Inc.
From 1981 to 1987, he was United States Ambassador to the former Soviet
Union. He sits on the Boards of Ford Meter Box Corporation and Lawter
International and is a member of the advisory councils of several other
companies, research institutes and foundations. Ambassador Hartman is
Chairman of First NIS Regional Fund (ING/Barings Management). He is a
former President of the Harvard Board of Overseers. He is 73 years old and
his address is 2738 McKinley Street, N.W., Washington, D.C. 20015.
GEORGE L. PERRY, Board Member. An economist and Senior Fellow at the Brookings
Institution since 1969. He is co-director of the Brookings Panel on
Economic Activity and editor of its journal, The Brookings Papers. He is
also a director of the State Farm Mutual Automobile Association and State
Farm Life Insurance Company and a Trustee of Federal Realty Investment
Trust. He is 66 years old and his address is 1775 Massachusetts Avenue,
N.W., Washington, D.C. 20036.
PAUL D. WOLFOWITZ, Board Member. Dean of The Paul H. Nitze School of Advanced
International Studies at John Hopkins University. From 1989 to 1993, he was
Under Secretary of Defense for Policy. From 1986 to 1989, he was the U.S.
Ambassador to the Republic of Indonesia. From 1982 to 1986, he was
Assistant Secretary of State for East Asian and Pacific Affairs of the
Department of State. He is a director of Hasbro, Inc. He is 54 years old
and his address is 1740 Massachusetts Avenue, N.W., Washington, D.C. 20036.
The Fund has a standing nominating committee comprised of its Board
members who are not "interested persons" of the Fund, as defined in the 1940
Act. The function of the nominating committee is to select and nominate all
candidates who are not "interested persons" of the Fund for election to the
Fund's Board.
The Fund typically pays its Board members 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. Emeritus Board members
are entitled to receive an annual retainer and a per meeting fee of one-half the
amount paid to them as Board members. The aggregate amount of compensation paid
to each Board member by the Fund for the fiscal year ended September 30, 1999,
and by all funds in the Dreyfus Family of Funds for which such person is a Board
member (the number of which is set forth in parenthesis next to each Board
member's total compensation*) for the year ended December 31, 1999, were as
follows:
Total Compensation
Aggregate From Fund and
Name of Board Compensation Fund Complex
Member From Fund** Paid to Board Member
Lucy Wilson Benson $3,750 $ 76,500 (24)
David W. Burke $3,750 $ 228,500 (62)
Joseph S. DiMartino $4,688 $ 642,177 (187)
Martin D. Fife $3,750 $ 59,500 (15)
Whitney I. Gerard $3,750 $ 59,500 (15)
Robert R. Glauber $3,750 $ 94,250 (41)
Arthur A. Hartman $3,750 $ 59,500 (15)
George L. Perry $3,500 $ 59,500 (15)
Paul D. Wolfowitz $3,750 $ 52,500 (14)
- ---------------------
* Represents the number of separate portfolios comprising the investment
companies in the Fund Complex, including the Portfolios, for which the Board
member serves.
** Amount does not include reimbursed expenses for attending Board meetings,
which amounted to $4,895 for all Board members as a group.
Officers of the Fund
MARIE E. CONNOLLY, President and Treasurer. President, Chief Executive Officer,
Chief Compliance Officer and a director of the Distributor and Funds
Distributor, Inc., the ultimate parent of which is Boston Institutional
Group, Inc., and an officer of other investment companies advised or
administered by Dreyfus. She is 42 years old.
MARGARET W. CHAMBERS, Vice President and Secretary. Senior Vice President and
General Counsel of Funds Distributor, Inc., and an officer of other
investment companies advised or administered by Dreyfus. From August 1996
to March 1998, she was Vice President and Assistant General Counsel for
Loomis, Sayles & Company, L.P. From January 1986 to July 1996, she was an
associate with the law firm of Ropes & Gray. She is 40 years old.
*FREDERICK C. DEY, Vice President, Assistant Treasurer and Assistant Secretary.
Vice President, New Business Development of Funds Distributor, Inc. since
September 1994, and an officer of other investment companies advised or
administered by Dreyfus. He is 38 years old.
STEPHANIE D. PIERCE, Vice President, Assistant Secretary and Assistant
Treasurer. Vice President of the Distributor and Funds Distributor, Inc.,
and an officer of other investment companies advised or administered by
Dreyfus. From April 1997 to March 1998, she was employed as a Relationship
Manager with Citibank, N.A. From August 1995 to April 1997, she was an
Assistant Vice President with Hudson Valley Bank, and from September 1990
to August 1995, she was Second Vice President with Chase Manhattan Bank.
She is 31 years old.
MARY A. NELSON, Vice President and Assistant Treasurer. Vice President of the
Distributor and Funds Distributor, Inc., and an officer of other investment
companies advised or administered by Dreyfus. She is 35 years old.
*GEORGE A. RIO, Vice President and Assistant Treasurer. Executive Vice President
and Client Service Director of Funds Distributor, Inc., and an officer of
other investment companies advised or administered by Dreyfus. From June
1995 to March 1998, he was Senior Vice President and Senior Key Account
Manager for Putnam Mutual Funds. From May 1994 to June 1995, he was
Director of Business Development for First Data Corporation. He is 45
years old.
JOSEPH F. TOWER, III, Vice President and Assistant Treasurer. Senior Vice
President, Treasurer, Chief Financial Officer and a director of the
Distributor and Funds Distributor, Inc., and an officer of other investment
companies advised or administered by Dreyfus. He is 37 years old.
DOUGLAS C. CONROY, Vice President and Assistant Secretary. Assistant Vice
President of Funds Distributor, Inc., and an officer of other investment
companies advised or administered by Dreyfus. He is 30 years old.
*KAREN JACOPPO-WOOD, Vice President and Assistant Secretary. Vice President and
Senior Counsel of Funds Distributor, Inc. since February 1997, and an
officer of other investment companies advised or administered by Dreyfus.
From June 1994 to January 1996, she was Manager of SEC Registration at
Scudder, Stevens & Clark, Inc. She is 33 years old.
CHRISTOPHER J. KELLEY, Vice President and Assistant Secretary. Vice President
and Senior Associate General Counsel of the Distributor and Funds
Distributor, Inc., and an officer of other investment companies advised or
administered by Dreyfus. From April 1994 to July 1996, he was Assistant
Counsel at Forum Financial Group. He is 35 years old.
KATHLEEN K. MORRISEY, Vice President and Assistant Secretary. Manager of
Treasury Services Administration of Funds Distributor, Inc., and an officer
of other investment companies advised or administered by Dreyfus. From July
1994 to November 1995, she was a Fund Accountant for Investors Bank & Trust
Company. She is 27 years old.
ELBA VASQUEZ, Vice President and Assistant Secretary. Vice President of Funds
Distributor, Inc., and an officer of other investment companies advised or
administered by Dreyfus. From March 1990 to May 1996, she was employed by
U.S. Trust Company of New York., where she held various sales and
marketing positions. She is 38 years old.
The address of each Fund officer is 200 Park Avenue, New York, New York
10166.
The Fund's Board members and officers, as a group, owned less than 1% of
the shares outstanding of each Portfolio on January 4, 2000.
The following persons are known by the Fund to own, beneficially and of
record, except where indicated, 5% or more of the outstanding voting securities
of the indicated Portfolio as of January 4, 2000:
INCOME PORTFOLIO - Resources Trust FBO Various IMS Customers, PO Box 3865,
Englewood CO 80155-3865, owns 9.4316 % of Investor Class Shares; MAC & CO, A/C
SBKF97C5042, Mutual Fund Operations, PO Box 3198, Pittsburgh, PA 15230-3198,
owns 5.2652 % of Investor Class Shares; Boston Safe Deposit and Trust Co., TTEE,
as Agent-Omnibus Account, 1 Cabot Rd., Medford MA 02155-5141, owns 76.5521 % of
Restricted Class Shares; MAC & CO A/C MLCF8548702, Mutual Fund Operations,
PO Box 3198, Pittsburgh, PA 15230-3198, owns 8.2937 % of Restricted Class
Shares; and Fidelity Investments Institutional Operations Co. (FIIOC) as Agent
for Certain Employee Benefit Plans,100 Magellan Way, Covington, KY 41015-1987,
owns 7.9028 % of Restricted Class Shares.
GROWTH PORTFOLIO - Valic Trust Co., Cust. FBO Westchester County 457 Deferred
Compensation Plan, 2929 Allen Pkwy # A7-30, Houston, TX 77019-2197, owns 53.2717
% of Investor Class Shares; MAC & CO, A/C SBKF97C4052, Mutual Fund Operations,
PO Box 3198, Pittsburgh, PA 15230-3198, owns 9.7093 % of Investor Class Shares;
Bank of New York TTE for Various Retirement Plans,The Centre at Purchase, ATTN:
Louis Stewart, 3 Manhattanville Rd., Purchase, NY 10577-2116, owns 8.6047 % of
Investor Class Shares; State Street Solutions, ATTN: Kristie Glynn,1
International Pl., FL 27, Boston, MA 02110-2602,owns 7.3936 % of Investor Class
Shares; Boston Safe Deposit and Trust Co, as Agent-Omnibus Account, 1 Cabot Rd.,
Medford MA 02155-5141, owns 38.3317 % of Restricted Class Shares; MAC & CO A/C
MLCF8548722, Mutual Fund Operations, PO Box 3198, Pittsburgh, PA 15230-3198 owns
27.8260 % of Restricted Class Shares; and Fidelity Investments Institutional
Operations Co. (FIIOC) as Agent for Certain Employee Benefit Plans,100 Magellan
Way, Covington, KY 41015-1987, owns 24.3990 % of Restricted Class Shares.
GROWTH AND INCOME PORTFOLIO - Valic Trust Co., Cust. FBO Westchester County 457
Deferred Compensation Plan, 2929 Allen Pkwy # A7-30, Houston, TX 77019-2197,
owns 9.7368 % of Investor Class shares; Boston Safe Deposit and Trust Co., TTEE,
as Agent-Omnibus Account, 1 Cabot Rd., Medford MA 02155-5141, owns 50.1774 % of
Restricted Class Shares; MAC & CO A/C MLCF8548712, Mutual Fund Operations, PO
Box 3198, Pittsburgh, PA 15230-3198, owns 39.6599 % of Restricted Class Shares;
and Fidelity Investments Institutional Operations Co. (FIIOC) as Agent for
Certain Employee Benefit Plans,100 Magellan Way, Covington, KY 41015-1987,
owns 6.4569 % of Restricted Class Shares.
A shareholder who beneficially owns, directly or indirectly, more than 25%
of the Fund's voting securities may be deemed a "control person" (as defined in
the 1940 Act) of the Fund.
MANAGEMENT ARRANGEMENTS
Investment Adviser. Dreyfus is a wholly-owned subsidiary of Mellon Bank,
N.A., which is a wholly-owned subsidiary of Mellon Financial Corporation
("Mellon"). 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.
Dreyfus supervises investment management of each Portfolio pursuant to the
Management Agreement (the "Management Agreement") between Dreyfus and the Fund.
As to each Portfolio, the Management Agreement is subject to annual approval by
(i) the Fund's Board or (ii) vote of a majority (as defined in the 1940 Act) of
the outstanding voting securities of such Portfolio, provided that in either
event the continuance also is approved by a majority of the Board members who
are not "interested persons" (as defined in the 1940 Act) of the Fund or
Dreyfus, by vote cast in person at a meeting called for the purpose of voting on
such approval. As to each Portfolio, the Management Agreement is terminable
without penalty, on 60 days' notice, by the Fund's Board or by vote of the
holders of a majority of such Portfolio's shares, or, upon not less than 90
days' notice, by Dreyfus. The Management Agreement will terminate automatically,
as to the relevant Portfolio, in the event of its assignment (as defined in the
1940 Act).
The following persons are officers and/or directors of the Manager:
Christopher M. Condron, Chairman of the Board and Chief Executive Officer;
Stephen E. Canter, President, Chief Operating Officer, Chief Investment Officer
and a director; Thomas F. Eggers, Vice Chairman-Institutional; Lawrence S. Kash,
Vice Chairman; Ronald P. O'Hanley III, Vice Chairman; J. David Officer, Vice
Chairman and a director; William T. Sandalls, Jr., Executive Vice President;
Stephen R. Byers, Senior Vice President; Mark N. Jacobs, Vice President,
General Counsel and Secretary; Diane P. Durnin, Vice President, Product
Development; Patrice M. Kozlowski, Vice President--Corporate Communications;
Mary Beth Leibig, Vice President-Human Resources; Andrew S. Wasser, Vice
President - Information Systems; Theodore A. Schachar, Vice President -
Tax; Wendy Strutt, Vice President; Richard Terres, Vice President;
William H. Maresca, Controller; James Bitetto, Assistant Secretary; Steven F.
Newman, Assistant Secretary; and Mandell L. Berman, Burton C. Borgelt, Steven G.
Elliot, Martin C. McGuinn, Richard W. Sabo and Richard F. Syron, directors.
Dreyfus maintains office facilities on behalf of the Fund, and furnishes
statistical and research data, clerical help, accounting, data processing,
bookkeeping and internal auditing and certain other required services to the
Fund. Dreyfus may pay the Distributor for shareholder services from Dreyfus's
own assets, including past profits but not including the management fee paid by
the Fund. The Distributor may use part or all of such payments to pay Service
Agents (as defined below) in respect of these services. Dreyfus also may make
such advertising and promotional expenditures using its own resources, as it
from time to time deems appropriate.
Sub-Investment Adviser. 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") between
Mellon Equity and Dreyfus. As to each Portfolio, the Sub-Advisory Agreement is
subject to annual approval by (i) the Fund's Board or (ii) vote of a majority
(as defined in the 1940 Act) of such Portfolio's outstanding voting securities,
provided that in either event the continuance also is approved by a majority of
the Board members who are not "interested persons" (as defined in the 1940 Act)
of the Fund or the Advisers, by vote cast in person at a meeting called for the
purpose of voting on such approval. As to each Portfolio, the Sub-Advisory
Agreement is terminable without penalty, (i) by Dreyfus on 60 days' notice, (ii)
by the Fund's Board or by vote of the holders of a majority of such 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, as to the relevant Portfolio, in the event of its assignment (as
defined in the 1940 Act).
The following entities/persons are partners, officers and/or directors of
Mellon Equity: MMIP, Inc. as General Partner, an affiliate of Mellon Equity
Associates; Mellon Bank, N.A. as Limited Partner; Christopher M. Condron,
Executive Committee Member; James M. Gockley, Executive Committee Member; Ronald
P. O'Hanley, Chairman and Executive Committee Member; William P. Rydell,
Executive Committee Member, President and Chief Executive Officer; Joan A.
Greene, Treasurer; Patricia K. Nichols, Executive Vice President and Chief
Operations Officer; and Barbara J. Parrish, Secretary.
Mellon Equity provides day-to-day management of each Portfolio's
investments, subject to the supervision of Dreyfus and the approval of the
Fund's Board. The Advisers provide the Fund with portfolio managers who are
authorized by the Fund's Board to execute purchases and sales of securities for
each Portfolio. The Fund's portfolio manager is Steven A. Falci. The Advisers
maintain research departments with professional portfolio managers and
securities analysts who provide research services for the Fund and for other
funds advised by Dreyfus and Mellon Equity.
Mellon Bank, N.A., Dreyfus's parent, and its affiliates may have deposit,
loan and commercial banking or other relationships with the issuers of
securities purchased by a Portfolio. Dreyfus has informed the Fund that in
making its investment decisions it does not obtain or use material inside
information that Mellon Bank, N.A. or its affiliates may possess with respect to
such issuers.
Under Dreyfus's personal securities trading policy (the "Policy"), Dreyfus
employees must preclear personal transactions in securities not exempt under the
Policy. In addition, Dreyfus employees must report their personal securities
transactions and holdings, which are reviewed for compliance with the Policy. In
that regard, Dreyfus portfolio managers and other investment personnel also are
subject to the oversight of Mellon's Investment Ethics Committee. Dreyfus
portfolio managers and other investment personnel who comply with the Policy's
preclearance and disclosure procedures and the requirements of the Committee,
may be permitted to purchase, sell or hold securities which also may be or are
held in fund(s) they manage or for which they otherwise provide investment
advice.
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 who are not officers, directors,
employees or holders of 5% or more of the outstanding voting securities of the
Advisers or their affiliates, 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. In addition, the Investor Class shares are subject to an annual
service fee. See "Shareholder Services Plan." Expenses attributable to a
particular Portfolio are charged against the assets of that Portfolio; other
expenses of the Fund are allocated among the Portfolios on the basis determined
by the Fund's Board, including, but not limited to, proportionately in relation
to the net assets of the Portfolios.
As compensation for its services, the Fund has agreed to pay Dreyfus a
monthly management fee at the annual rate of .60% of the value of the Income
Portfolio's average daily net asset and .75% of the value of each of the Growth
Portfolio's and the Growth and Income Portfolio's average daily net assets. For
the fiscal years ended September 30, 1997, 1998 and 1999, the management fees
payable by each Portfolio, the amounts waived by Dreyfus and the net fees paid
to Dreyfus were as follows:
<TABLE>
<CAPTION>
Management Fee Payable Reduction In Fee Net Fees Paid by Portfolio
------------------------------ --------------------- ------------------------------
Portfolio 1997 1998 1999 1997 1998 1999 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Income $164,651 $241,264 $334,929 $39,831 $ 0 $ 0 $124,820 $241,264 $334,929
Portfolio
Growth $1,114,168 $1,403,976 $1,603,591 $88,813 $ 0 $20,137 $1,025,355 $1,403,976 $1,583,454
and
Income
Portfolio
Growth $392,656 $447,108 $576,980 $115,735 $ 0 $ 0 $276,921 $447,108 $ 576,980
Portfolio
</TABLE>
As compensation for Mellon Equity's services, Dreyfus has agreed to pay
Mellon Equity an annual fee payable monthly, at the following rate: .35% of each
Portfolio's average daily net assets up to $600 million in Fund assets; .25% of
the Portfolio's average daily net assets when the Fund's assets are between $600
million and $1.2 billion; .20% of the Portfolio's average daily net assets when
the Fund's assets are between $1.2 billion and $1.8 billion; and .15% of the
Portfolio's average daily net assets when the Fund's assets are over $1.8
billion. For the fiscal years ended September 30, 1997, 1998 and 1999, the
sub-investment advisory fee payable by Dreyfus was as follows:
Portfolio Sub-Investment Advisory Fee Payable by Dreyfus
1997 1998 1999
Income Portfolio $95,953 $140,738 $195,375
Growth and Income Portfolio $519,418 $655,189 $748,351
Growth Portfolio $183,033 $208,651 $269,257
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.
Distributor. Premier Mutual Fund Services, Inc., located at 60 State
Street, Boston, Massachusetts 02109, serves as the Fund's distributor on a best
efforts basis pursuant to an agreement which is renewable annually.
The Distributor, however, may pay dealers a fee based on 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 $1,000,000 ("Eligible Benefit Plans"). Generally, the fee
paid to dealers will not exceed 1% of the amount invested through such dealers.
The Distributor may pay dealers a higher fee and 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 a Fund, including past profits or any
other source available to it.
Transfer and Dividend Disbursing Agent and Custodian. Dreyfus Transfer,
Inc. (the "Transfer Agent"), a wholly-owned subsidiary of Dreyfus, P.O. Box
9671, Providence, Rhode Island 02940-9671, is the Fund's transfer and dividend
disbursing agent. Under a transfer agency agreement with the Fund, the Transfer
Agent arranges for the maintenance of shareholder account records for the Fund,
the handling of certain communications between shareholders and the Fund and the
payment of dividends and distributions payable by each Portfolio. For these
services, the Transfer Agent receives a monthly fee computed on the basis of the
number of shareholder accounts it maintains for the Fund during the month, and
is reimbursed for certain out-of-pocket expenses.
Mellon Bank, N.A. (the "Custodian"), One Mellon Center, Pittsburgh,
Pennsylvania 15258, acts as custodian of the Fund's investments. Under a custody
agreement with the Fund, the Custodian holds each Portfolio's securities and
keeps all necessary accounts and records. For its custody services, the
Custodian receives a monthly fee based on the market value of each Portfolio's
assets held in custody and receives certain securities transaction charges.
HOW TO BUY SHARES
General. Shares of each Class are sold without a sales charge. Certain
financial institutions (which may include banks), securities dealers and other
industry professionals (collectively, "Service Agents") effecting transactions
in Fund shares may charge their clients direct fees in connection with such
transactions.
Investor Class shares are offered to any investor. Restricted Class shares
are offered only to clients of Service Agents that have entered into a selling
agreement with the Distributor, and omnibus accounts maintained by institutions
that provide sub-accounting or recordkeeping services to their clients.
Restricted Class shares also may be purchased by investors who held Restricted
Class shares (formerly, Retail Class shares) in a Fund account on August 31,
1997 and who are purchasing the shares for such account. Otherwise, Restricted
Class shares may not be purchased directly by individuals, although institutions
may purchase Restricted Class shares for accounts maintained by individuals.
Stock certificates are issued only upon your written request. No
certificates are issued for fractional shares. The Fund reserves the right to
reject any purchase order.
The minimum initial investment for each Class is $2,500, or $1,000 if you
are a client of a Service Agent which maintains an omnibus account in the Fund
and has made an aggregate minimum initial purchase for its customers of $2,500.
Subsequent investment must be at least $100. However, the minimum initial
investment is $750 for Dreyfus-sponsored Keogh Plans, IRAs (including regular
IRAs, spousal IRAs for a non-working spouse, Roth IRAs, IRAs set up under a
Simplified Employee Pension Plan ("SEP-IRAs"), and rollover IRAs) and 403(b)(7)
Plans with only one participant and $500 for Dreyfus-sponsored Education IRAs,
with no minimum for subsequent purchases. The initial investment must be
accompanied by the Account Application. For full-time or part-time employees of
Dreyfus or any of its affiliates or subsidiaries, directors of Dreyfus, Board
members of a fund advised by Dreyfus, 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 Dreyfus or any of
its affiliates or subsidiaries who elect to have a portion of their pay directly
deposited into their Fund accounts, 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 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. Fund shares also are offered without regard to the minimum initial
investment requirements through Dreyfus-Automatic Asset Builder(R), Dreyfus
Government Direct Deposit Privilege or Dreyfus Payroll Savings Plan pursuant to
the Dreyfus Step Program described under "Shareholder Services." These services
enable you to make regularly scheduled investments and may provide you with a
convenient way to invest for long-term financial goals. You should be aware,
however, that periodic investment plans do not guarantee a profit and will not
protect an investor against loss in a declining market.
Service Agents may receive different levels of compensation for selling
different Classes of shares. Management understands that some Service Agents may
impose certain conditions on their clients which are different from those
described in the Fund's Prospectus and this Statement of Additional Information,
and, to the extent permitted by applicable regulatory authority, may charge
their clients direct fees. You should consult your Service Agent in this regard.
Shares are sold on a continuous basis at the net asset value per share
next determined after an order in proper form is received by the Transfer Agent
or other entity authorized to receive orders on behalf of the Fund. 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 computing net asset
value per share, options 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 Portfolio 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 market value as determined in good faith by the
Fund's Board. For further information regarding the methods employed in valuing
the Portfolios' investments, see "Determination of Net Asset Value."
For certain institutions that have entered into agreements with the
Distributor, payment for the purchase of Portfolio shares may be transmitted,
and must be received by the Transfer Agent, within three business days after the
order is placed. If such payment is not received within three business days
after the order is placed, the order may be canceled and the institution could
be held liable for resulting fees and/or losses.
Dreyfus TeleTransfer Privilege. You may purchase shares by telephone if
you have checked the appropriate box and supplied the necessary information on
the Account Application or have filed a Shareholder Services Form with the
Transfer Agent. The proceeds will be transferred between the bank account
designated in one of these documents and your Fund account. Only a bank account
maintained in a domestic financial institution which is an Automated Clearing
House ("ACH") member may be so designated.
Dreyfus TeleTransfer purchase orders may be made at any time. Purchase
orders received by 4:00 p.m., New York time, on any day that the Transfer Agent
and the New York Stock Exchange are open for business will be credited to the
shareholder's Fund account on the next bank business day following such purchase
order. Purchase orders made after 4:00 p.m., New York time, on any day the
Transfer Agent and the New York Stock Exchange are open for business, or orders
made on Saturday, Sunday or any Fund holiday (e.g., when the New York Stock
Exchange is not open for business), will be credited to the shareholder's Fund
account on the second bank business day following such purchase order. To
qualify to use the Dreyfus TeleTransfer Privilege, the initial payment for
purchase of 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 "How to Redeem Shares--Dreyfus TeleTransfer
Privilege."
Reopening an Account. You 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.
SHAREHOLDER SERVICES PLAN
(INVESTOR CLASS SHARES ONLY)
The Fund has adopted a Shareholder Services Plan pursuant to which each
Portfolio pays the Distributor for the provision of certain services to holders
of its Investor Class shares a fee at an annual rate of .25% of the value of the
average daily net assets of the Portfolio's Investor Class shares. The services
provided may include personal services relating to shareholder accounts, such as
answering shareholder inquiries regarding the Fund and providing reports and
other information, and services related to the maintenance of shareholder
accounts. Under the Shareholder Services Plan, the Distributor may make payments
to Service Agents in respect to these services.
A quarterly report of the amounts expended under the Shareholder Services
Plan, and the purposes for which such expenditures were incurred, must be made
to the Fund's Board for its review. In addition, the Shareholder Services Plan
provides that material amendments of the Plan must be approved by the Board, and
by the Board members who are not "interested persons" (as defined in the 1940
Act) of the Fund and have no direct or indirect financial interest in the
operation of the Shareholder Services Plan or in any agreements entered into in
connection with the Shareholder Services Plan, by vote cast in person at a
meeting called for the purpose of considering such amendments. As to each
Portfolio, the Shareholder Services Plan is subject to annual approval by such
vote of the Board members cast in person at a meeting called for the purpose of
voting on the Shareholder Services Plan. The Shareholder Services Plan is
terminable at any time with respect to each Portfolio by vote of a majority of
the Board members who are not "interested persons" and have no direct or
indirect financial interest in the operation of the Shareholder Services Plan or
in any agreements entered into in connection with the Shareholder Services Plan.
For the fiscal year ended September 30, 1999, the amounts charged Investor
Class shares (formerly, Institutional Shares) of each Portfolio pursuant to the
Shareholder Services Plan were as follows:
Amount Charged Pursuant
Portfolio to the Plan
Income Portfolio $30,707
Growth and Income Portfolio $21,692
Growth Portfolio $14,704
HOW TO REDEEM SHARES
Wire Redemption Privilege. By using this Privilege, you authorize the
Transfer Agent to act on wire, telephone or letter redemption instructions from
any person representing himself or herself to be you or a representative of your
Service Agent, and reasonably believed by the Transfer Agent to be genuine.
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
a redemption request in proper form. Redemption proceeds ($1,000 minimum) will
be transferred by Federal Reserve wire only to the commercial bank account
specified by you on the Account Application or Shareholder Services Form, or to
a correspondent bank if your bank is not a member of the Federal Reserve System.
Fees ordinarily are imposed by such bank and borne by the investor. Immediate
notification by the correspondent bank to your bank is necessary to avoid a
delay in crediting the funds to your bank account.
If you have access to telegraphic equipment, you 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
If you do not have direct access to telegraphic equipment, you may have
the wire transmitted by contacting a TRT Cables operator at 1-800-654-7171, toll
free. You 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."
Telephone Redemption Privilege. You may request by telephone that
redemption proceeds (maximum $250,000 per day) be paid by check and mailed to
your address. The Telephone Redemption Privilege is granted automatically unless
you refuse it.
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 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. You may request by telephone that
redemption proceeds (minimum $500 per day) be transferred between your Fund
account and your bank account. Only a bank account maintained in a domestic
financial institution which is an ACH member may be designated. Holders of
jointly registered Fund or bank accounts may redeem through the Dreyfus
TeleTransfer Privilege for transfer to their bank account not more than $500,000
within any 30-day period. You should be aware that if you have selected the
Dreyfus TeleTransfer Privilege, any request for a wire redemption will be
effected as a Dreyfus TeleTransfer transaction through the ACH system unless
more prompt transmittal specifically is requested. Redemption proceeds will be
on deposit in your account at an ACH member bank ordinarily two business days
after receipt of the redemption request. See "How to Buy Shares--Dreyfus
TeleTransfer Privilege."
Redemption Commitment. The Fund has committed to pay in cash all
redemption requests by any shareholder of record of a Portfolio, limited in
amount during any 90-day period to the lesser of $250,000 or 1% of the value of
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 reserves the right to make payments in whole or in part in securities or
other assets in case of an emergency or any time a cash distribution would
impair the liquidity of the Portfolio to the detriment of the existing
shareholders. In such event, the securities would be valued in the same manner
as the Portfolio's investments are valued. If the recipient sells 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
Fund Exchanges. You may purchase, in exchange for shares of a Portfolio,
shares of the same Class of another Portfolio or shares of certain other funds
managed or administered by Dreyfus or shares of certain funds advised by
Founders Asset Management LLC ("Founders"), an affiliate of Dreyfus, to the
extent such shares are offered for sale in your state of residence. Shares of
other funds purchased by exchange will be purchased on the basis of relative net
asset value per share as follows:
A. Exchanges for shares of funds 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"), but, 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, you must notify the Transfer
Agent of your prior ownership of fund shares and your account number.
To request an exchange, you 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 you check the applicable "No" box on the Account Application, indicating
that you specifically refuse this Privilege. By using the Telephone Exchange
Privilege, you authorize the Transfer Agent to act on telephonic instructions
(including over The Dreyfus Touch(R) automated telephone system) from any person
representing himself or herself to be you, 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. 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 administrative fee in accordance with
rules promulgated by the Securities and Exchange Commission.
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.
Dreyfus Auto-Exchange Privilege. Dreyfus Auto-Exchange Privilege permits
you to purchase (on a semi-monthly, monthly, quarterly or annual basis), in
exchange for shares of a Portfolio, shares of the same Class of another
Portfolio, shares of another fund in the Dreyfus Family of Funds or shares of
certain funds advised by Founders, of which you are a shareholder. This
Privilege is available only for existing accounts. 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 you. You will be notified if your
account falls below the amount designated to be exchanged under this Privilege.
In this case, your account will fall to zero unless additional investments are
made in excess of the designated amount prior to the next Auto-Exchange
transaction. Shares held under IRA and other retirement plans are eligible for
this Privilege. Exchanges of IRA shares may be made between IRA accounts and
from regular accounts to IRA accounts, but not from IRA accounts to regular
accounts. With respect to all other retirement accounts, exchanges may be made
only among those accounts.
Fund Exchanges and the Dreyfus Auto-Exchange Privilege are available to
shareholders resident in any state in which shares of the fund being acquired
may legally be sold. Shares may be exchanged only between accounts having
identical names and other identifying designations.
Shareholder Services Forms and prospectuses of the other funds may be
obtained by calling 1-800-645-6561. The Fund reserves the right to reject any
exchange request in whole or in part. The Fund Exchanges service or the Dreyfus
Auto-Exchange Privilege may be modified or terminated at any time upon notice to
shareholders.
Dreyfus-Automatic Asset Builder(R). Dreyfus-Automatic Asset Builder
permits you to purchase Portfolio shares (minimum of $100 and maximum of
$150,000 per transaction) at regular intervals selected by you. Portfolio shares
are purchased by transferring funds from the bank account designated by you.
Dreyfus Government Direct Deposit Privilege. Dreyfus Government Direct
Deposit Privilege enables you to purchase Portfolio shares (minimum of $100 and
maximum of $50,000 per transaction) by having Federal salary, Social Security,
or certain veterans', military or other payments from the Federal Government
automatically deposited into your fund account. You may deposit as much of such
payments as you elect.
Dreyfus Payroll Savings Plan. Dreyfus Payroll Savings Plan permits you to
purchase Portfolio shares (minimum of $100 per transaction) automatically on a
regular basis. Depending upon your employer's direct deposit program, you may
have part or all of your paycheck transferred to your existing Dreyfus account
electronically through the Automated Clearing House system at each pay period.
To establish a Dreyfus Payroll Savings Plan account, you must file an
authorization form with your employer's payroll department. It is the sole
responsibility of your employer to arrange for transactions under the Dreyfus
Payroll Savings Plan.
Dreyfus Step Program. The Dreyfus Step Program enables you to purchase
Portfolio shares without regard to the Fund's minimum initial investment
requirements through Dreyfus-Automatic Asset Builder(R), Dreyfus Government
Direct Deposit Privilege or Dreyfus Payroll Savings Plan. To establish a Dreyfus
Step Program account, you must supply the necessary information on the Account
Application and file the required authorization form(s) with the Transfer Agent.
For more information concerning this Program, or to request the necessary
authorization form(s), please call toll free 1-800-782-6620. You may terminate
your participation in this Program at any time by discontinuing your
participation in Dreyfus-Automatic Asset Builder, Dreyfus Government Direct
Deposit Privilege or Dreyfus Payroll Savings Plan, as the case may be, as
provided under the terms of such Privilege(s). The Fund may modify or terminate
this Program at any time.
Dreyfus Dividend Options. Dreyfus Dividend Sweep allows you to invest
automatically your dividends or dividends and capital gain distributions, if
any, from a portfolio in shares of the same Class of another Portfolio, shares
of another fund in the Dreyfus Family of Funds or shares of certain funds
advised by Founders, of which you are a shareholder. Shares of other funds
purchased pursuant to this privilege will be purchased on the basis of relative
net asset value per share as follows:
A. Dividends and distributions paid by a fund may be invested without
imposition of a sales load in shares of other funds 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 that charges a sales load
may be invested in shares of other funds sold with a sales load
(referred to herein as "Offered Shares"), but, 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.
Dreyfus Dividend ACH permits you to transfer electronically 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 ACH member may be so designated. Banks may charge a fee for this
service.
Automatic Withdrawal Plan. The Automatic Withdrawal Plan permits you to
request withdrawal of a specified dollar amount (minimum of $50) on either a
monthly or quarterly basis if you have a $5,000 minimum account. Withdrawal
payments are the proceeds from sales of Portfolio shares, not the yield on the
shares. If withdrawal payments exceed reinvested dividends and distributions,
your shares will be reduced and eventually may be depleted. Automatic Withdrawal
may be terminated at any time by you, the Fund or the Transfer Agent. Shares for
which certificates have been issued may not be redeemed through the Automatic
Withdrawal Plan.
Certain 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.
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 regular IRAs, spousal IRAs for a
non-working spouse, Roth IRAs, SEP-IRAs, rollover IRAs and Education IRAs) and
403(b)(7) Plans. Plan support services also are available.
If you wish to purchase Portfolio shares in conjunction with a Keogh Plan,
a 403(b)(7) Plan or an IRA, including an SEP-IRA, you 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 for subsequent purchases. The minimum initial investment is $750
for Dreyfus-sponsored Keogh Plans, IRAs (including regular IRAs, spousal IRAs
for a non-working spouse, Roth IRAs, SEP-IRAs and rollover IRAs) and 403(b)(7)
Plans with only one participant and $500 for Dreyfus-sponsored Education IRAs,
with no minimum for subsequent purchases.
You 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
Valuation of Portfolio Securities. Each 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. 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 Advisers. 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 for each of the Growth and Income Portfolio and
Growth Portfolio does not take place contemporaneously with the determination of
prices of certain portfolio securities. Expenses and fees of each Portfolio,
including the management fee paid by the Portfolio and, with respect to Investor
Class shares, fees pursuant to the Fund's Shareholder Services Plan, are accrued
daily and taken into account for the purpose of determining the net asset value
of 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 Fund's Board, are valued at fair value as determined in
good faith by the Board. The Fund's Board will review the method of valuation on
a current basis. In making their good faith valuation of restricted securities,
the Board 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 Fund's Board if it believes 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 Fund's Board.
New York Stock Exchange Closings. The holidays (as observed) on which the
New York Stock Exchange is closed currently are: New Year's Day, Martin Luther
King Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving and
Christmas.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Management of the Fund believes that each Portfolio qualified for the
fiscal year ended September 30, 1999 as a "regulated investment company" under
the Internal Revenue Code of 1986, as amended (the "Code"). Each Portfolio
intends to continue to so qualify if such qualification is in the best interests
of its shareholders. Qualification as a regulated investment company relieves
the Portfolio from any liability for Federal income tax to the extent its
earnings are distributed in accordance with the applicable provisions of the
Code. If a Portfolio did not qualify as a regulated investment company, it would
be treated for tax purposes as an ordinary corporation subject to Federal income
tax. The term "regulated investment company" does not imply the supervision of
management or investment practices or policies by any government agency.
If you elect to receive dividends and distributions in cash, and your
dividend or distribution check is returned to the Fund as undeliverable or
remains uncashed for six months, the Fund reserves the right to reinvest such
dividend or distribution and all future dividends and distributions payable to
you in additional Fund shares at net asset value. No interest will accrue on
amounts represented by uncashed distribution or redemption checks.
Any dividend or distribution paid shortly after your purchase may have the
effect of reducing the net asset value of the shares below the cost of your
investment. Such a dividend or distribution would be a return on investment in
an economic sense, although taxable as stated in the Fund's Prospectus. 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 of the Code. Finally, all or a portion of the gain
realized from engaging in "conversion transactions" may be treated as ordinary
income under Section 1258 of the Code. "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.
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, override or modify 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 related 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 gain on straddle positions may be
treated as short-term capital gain or ordinary income.
The Taxpayer Relief Act of 1997 included constructive sale provisions that
generally apply if the Fund either (1) holds an appreciated financial position
with respect to stock, certain debt obligations, or partnership interests
("appreciated financial position") and then enters into a short sale, futures,
forward, or offsetting notional principal contract (collectively, a "Contract")
respecting the same or substantially identical property or (2) holds an
appreciated financial position that is a Contract and then acquires property
that is the same as, or substantially identical to, the underlying property. In
each instance, with certain exceptions, the Fund generally will be taxed as if
the appreciated financial position were sold at its fair market value on the
date the Fund enters into the financial position or acquires the property,
respectively. Transactions that are identified hedging or straddle transactions
under other provisions of the Code can be subject to the constructive sale
provisions.
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 and, with respect to PFIC securities that are marked-to-market, under
Section 1296 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 the Advisers in serving both the Fund
and other funds which either 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 by a broker of
shares of a Portfolio or other funds advised by Dreyfus or its affiliates 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.
For the fiscal years ended September 30, 1997, 1998 and 1999 each
Portfolio paid total brokerage commissions, none of which was paid to the
Distributor, as follows:
Portfolio Brokerage Commissions Paid
--------------------------------------------
1997 1998 1999
---- ---- ----
Income Portfolio $ 9,640 $ 2,424 $ 2,672
Growth and Income Portfolio $136,654 $105,184 $94,372
Growth Portfolio $ 66,374 $ 54,683 $50,909
The above figures for brokerage commissions do not include gross spreads and
concessions on principal transactions, which, where determinable for the fiscal
years ended September 30, 1997, 1998 and 1999 amounted to $9,695, $8,013 and
$-0-, respectively, for the Growth and Income Portfolio and $5,755, $10,099 and
$-0-, respectively, for the Growth Portfolio, none of which was paid to the
Distributor.
PERFORMANCE INFORMATION
<TABLE>
<CAPTION>
The total return and average annual total return for each Portfolio for
the indicated period ended September 30, 1999 were as follows:
Aggregate Average Annual Average Annual
Total Return Total Return for Total Return for
Portfolio March 31, 1995* March 31, 1995* One-Year Period
Restricted Investor Restricted Investor Restricted Investor
Class Class Class Class Class Class
Shares Shares Shares Shares Shares Shares
<S> <C> <C> <C> <C> <C> <C>
Income 52.02% 50.44% 9.75% 9.50% 5.66% 5.44%
Growth 99.18% 100.03% 16.55% 1.65% 14.51% 14.17%
and
Income
Growth 144.78% 142.17% 22.01% 21.72% 23.93% 23.50%
- ----------------------
* Commencement of operations.
</TABLE>
Total return is calculated by subtracting the amount of each Portfolio's
net asset value per share at the beginning of a stated period from the net asset
value per share at the end of the period (after giving effect to the
reinvestment of dividends and distributions during the period), and dividing the
result by the net asset value per share at the beginning of the period.
Average annual total return is calculated by determining the ending
redeemable value of an investment purchased at net asset value per share with a
hypothetical $1,000 payment made at the beginning of the period (assuming the
reinvestment of dividends and distributions), dividing by the amount of the
initial investment, taking the "n"th root of the quotient (where "n" is the
number of years in the period) and subtracting 1 from the result.
From time to time, advertising material for the Fund may include
biographical information relating to its portfolio manager and may refer to, or
include commentary by a portfolio manager relating to investment strategy, asset
growth, current or past business, political, economic or financial conditions
and other matters of general interest to investors.
Comparative performance information may be used from time to time in
advertising the Fund's shares, including data from Lipper Analytical Services,
Inc., Morningstar, Inc., S&P 500 Index, EAFE Index, Lehman Government/Corporate
Index, J.P. Morgan Global Index, Russell 2000 Index, the Dow Jones Industrial
Average, Money Magazine, Wilshire 5000 Index and other industry publications.
From time to time, the Fund may compare its performance against inflation with
the performance of other instruments against inflation, such as short-term
Treasury Bills (which are direct obligations of the U.S. Government) and
FDIC-insured bank money market accounts. In addition, advertising for the Fund
may indicate that investors may consider diversifying their investment
portfolios in order to seek protection of the value of their assets against
inflation. From time to time, advertising materials for the Fund may refer to or
discuss then-current or past economic or financial conditions, developments
and/or events.
From time to time, advertising materials for the Fund may refer to
Morningstar ratings and related analyses supporting such ratings.
INFORMATION ABOUT THE FUND AND PORTFOLIOS
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.
Unless otherwise required by the 1940 Act, 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 Board members or
the appointment of auditors. However, 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 Board member from office. Fund
shareholders may remove a Board member by the affirmative vote of a majority of
the Fund's outstanding voting shares. In addition, the Fund's Board will call a
meeting of shareholders for the purpose of electing Board members if, at any
time, less than a majority of the Board members then holding office have been
elected by shareholders.
The Fund is a "series fund," which is a mutual fund divided into separate
portfolios, each of which is treated as a separate entity for certain matters
under the 1940 Act and for other purposes. A shareholder of one Portfolio is not
deemed to be a shareholder of any other Portfolio. For certain matters
shareholders vote together as a group; as to others they vote separately by
Portfolio.
To date, the Board has authorized the creation of three series of shares.
All consideration received by the Fund for shares of one of the Portfolios and
all assets in which such consideration is invested will belong to that Portfolio
(subject only to the rights of creditors of the Fund) and will be subject to the
liabilities related thereto. The 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.
Rule 18f-2 under the 1940 Act provides that any matter required to be
submitted under the provisions of the 1940 Act 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.
Each Portfolio is intended to be a long-term investment vehicle and is not
designed to provide investors with a means of speculating on short-term market
movements. A pattern of frequent purchases and exchanges can be disruptive to
efficient portfolio management and, consequently, can be detrimental to the
Portfolio's performance and its shareholders. Accordingly, if the Fund's
management determines that an investor is following a market-timing strategy or
is otherwise engaging in excessive trading, the Fund, with or without prior
notice, may temporarily or permanently terminate the availability of Fund
Exchanges, or reject in whole or part any purchase or exchange request, with
respect to such investor's account. Such investors also may be barred from
purchasing other funds in the Dreyfus Family of Funds. Generally, an investor
who makes more than four exchanges out of a Portfolio during any calendar year
or who makes exchanges that appear to coincide with an active market-timing
strategy may be deemed to be engaged in excessive trading. Accounts under common
ownership or control will be considered as one account for purposes of
determining a pattern of excessive trading. In addition, with respect to each
Portfolio, the Fund may refuse or restrict purchase or exchange requests by any
person or group if, in the judgment of the Fund's management, the Portfolio
would be unable to invest the money effectively in accordance with its
investment objective and policies or could otherwise be adversely affected or if
the Portfolio receives or anticipates receiving simultaneous orders that may
significantly affect the Portfolio (e.g., amounts equal to 1% or more of the
Portfolio's total assets). If an exchange request is refused, the Fund will take
no other action with respect to the shares until it receives further
instructions from the investor. The Fund may delay forwarding redemption
proceeds for up to seven days if the investor redeeming shares is engaged in
excessive trading or if the amount of the redemption request otherwise would be
disruptive to efficient portfolio management or would adversely affect the
Portfolio. The Fund's policy on excessive trading applies to investors who
invest in a Portfolio directly or through financial intermediaries, but does not
apply to the Dreyfus Auto-Exchange Privilege, to any automatic investment or
withdrawal privilege described herein, or to participants in employer-sponsored
retirement plans.
During times of drastic economic or market conditions, the Fund may
suspend Fund Exchanges temporarily without notice and treat exchange requests
based on their separate components--redemption orders with a simultaneous
request to purchase the other fund's shares. In such a case, the redemption
request would be processed at the relevant Portfolio's next determined net asset
value but the purchase order would be effective only at the net asset value next
determined after the fund being purchased receives the proceeds of the
redemption, which may result in the purchase being delayed.
The Fund sends annual and semi-annual financial statements to all its
shareholders.
COUNSEL AND INDEPENDENT AUDITORS
Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New York
10038-4982, as counsel for the Fund, has rendered its opinion as to certain
legal matters regarding the due authorization and valid issuance of the shares
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 independent auditors of the Fund.
<PAGE>
APPENDIX
Description of certain ratings assigned by Standard & Poor's Ratings Group
("S&P"), Moody's Investors Service, Inc. ("Moody's"), Fitch IBCA, Inc. ("Fitch")
and Duff & Phelps
Credit Rating Co. ("Duff"):
S&P
Bond Ratings
AAA
Bonds rated AAA have the highest rating assigned by S&P. Capacity to pay
interest and repay principal is extremely strong.
AA
Bonds rated AA have a very strong capacity to pay interest and repay
principal and differ from the highest rated issues only in small degree.
A
Bonds rated A have a strong capacity to pay interest and repay principal
although they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than obligations in higher rated
categories.
BBB
Bonds rated BBB are regarded as having an adequate capacity to pay
interest and repay principal. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
bonds in this category than for bonds in higher rated categories.
S&P's letter ratings may be modified by the addition of a plus (+) or
minus (-) sign designation, which is used to show relative standing within the
major rating categories, except in the AAA (Prime Grade) category.
Commercial Paper Rating
The designation A-1 by S&P indicates that the degree of safety regarding
timely payment is either overwhelming or very strong. Those issues determined to
possess overwhelming safety characteristics are denoted with a plus sign (+)
designation.
Moody's
Bond Ratings
Aaa
Bonds rated Aaa are judged to be of the best quality. They carry the
smallest degree of investment risk and are generally referred to as "gilt edge."
Interest payments are protected by a large or by an exceptionally stable margin
and principal is secure. While the various protective elements are likely to
change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.
Aa
Bonds rated Aa are judged to be of high quality by all standards. Together
with the Aaa group they comprise what generally are known as high grade bonds.
They are rated lower than the best bonds because margins of protection may not
be as large as in Aaa securities or fluctuation of protective elements may be of
greater amplitude or there may be other elements present which make the
long-term risks appear somewhat larger than in Aaa securities.
A
Bonds rated A possess many favorable investment attributes and are to be
considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future.
Baa
Bonds rated Baa are considered as medium grade obligations, i.e., they are
neither highly protected nor poorly secured. Interest payments and principal
security appear adequate for the present but certain protective elements may be
lacking or may be characteristically unreliable over any great length of time.
Such bonds lack outstanding investment characteristics and in fact have
speculative characteristics as well.
Moody's applies the numerical modifiers 1, 2 and 3 to show relative
standing within the major rating categories, except in the Aaa category. The
modifier 1 indicates a ranking for the security in the higher end of a rating
category; the modifier 2 indicates a mid-range ranking; and the modifier 3
indicates a ranking in the lower end of a rating category.
Commercial Paper Rating
The rating Prime-1 (P-1) is the highest commercial paper rating assigned
by Moody's. Issuers of P-1 paper must have a superior capacity for repayment of
short-term promissory obligations, and ordinarily will be evidenced by leading
market positions in well established industries, high rates of return on funds
employed, conservative capitalization structures with moderate reliance on debt
and ample asset protection, broad margins in earnings coverage of fixed
financial charges and high internal cash generation, and well established access
to a range of financial markets and assured sources of alternate liquidity.
Fitch
Bond Ratings
The ratings represent Fitch's assessment of the issuer's ability to meet
the obligations of a specific debt issue or class of debt. The ratings take into
consideration special features of the issue, its relationship to other
obligations of the issuer, the current financial condition and operative
performance of the issuer and of any guarantor, as well as the political and
economic environment that might affect the issuer's future financial strength
and credit quality.
AAA
Bonds rated AAA are considered to be investment grade and of the highest
credit quality. The obligor has an exceptionally strong ability to pay interest
and repay principal, which is unlikely to be affected by reasonably foreseeable
events.
AA
Bonds rated AA are considered to be investment grade and of very high
credit quality. The obligor's ability to pay interest and repay principal is
very strong, although not quite as strong as bonds rated AAA. Because bonds
rated in the AAA and AA categories are not significantly vulnerable to
foreseeable future developments, short-term debt of these issuers is generally
rated F-1+.
A
Bonds rated A are considered to be investment grade and of high credit
quality. The obligor's ability to pay interest and repay principal is considered
to be strong, but may be more vulnerable to adverse changes in economic
conditions and circumstances than bonds with higher ratings.
BBB
Bonds rated BBB are considered to be investment grade and of satisfactory
credit quality. The obligor's ability to pay interest and repay principal is
considered to be adequate. Adverse changes in economic conditions and
circumstances, however, are more likely to have an adverse impact on these bonds
and, therefore, impair timely payment. The likelihood that the ratings of these
bonds will fall below investment grade is higher than for bonds with higher
ratings.
Plus (+) and minus (-) signs are used with a rating symbol to indicate the
relative position of a credit within the rating category.
Short-Term Ratings
Fitch's short-term ratings apply to debt obligations that are payable on
demand or have original maturities of up to three years, including commercial
paper, certificates of deposit, medium-term notes, and municipal and investment
notes.
Although the credit analysis is similar to Fitch's bond rating analysis,
the short-term rating places greater emphasis than bond ratings on the existence
of liquidity necessary to meet the issuer's obligations in a timely manner.
F-1+
Exceptionally Strong Credit Quality. Issues assigned this rating are
regarded as having the strongest degree of assurance for timely payment.
F-1
Very Strong Credit Quality. Issues assigned this rating reflect an
assurance of timely payment only slightly less in degree than issues rated F-1+.
Duff
Bond Ratings
AAA
Bonds rated AAA are considered highest credit quality. The risk factors
are negligible, being only slightly more than for risk-free U.S. Treasury debt.
AA
Bonds rated AA are considered high credit quality. Protection factors are
strong. Risk is modest but may vary slightly from time to time because of
economic conditions.
A
Bonds rated A have protection factors which are average but adequate.
However, risk factors are more variable and greater in periods of economic
stress.
BBB
Bonds rated BBB are considered to have below average protection factors
but still considered sufficient for prudent investment. Considerable variability
in risk during economic cycles.
Plus (+) and minus (-) signs are used with a rating symbol (except AAA) to
indicate the relative position of a credit within the rating category.
Commercial Paper Rating
The rating Duff-1 is the highest commercial paper rating assigned by Duff.
Paper rated Duff-1 is regarded as having very high certainty of timely payment
with excellent liquidity factors which are supported by ample asset protection.
Risk factors are minor.
DREYFUS LIFETIME PORTFOLIOS, INC.
PART C. OTHER INFORMATION
-------------------------
Item 23. Exhibits. - List
- ------- -----------------------------------------
(a) Registrant's Articles of Incorporation and Articles of Amendment are
incorporated by reference to Exhibit (1) of Pre-Effective Amendment
No. 1 to the Registration Statement on Form N-1A, filed on July 23,
1993, and Exhibit (1)(b) of Post-Effective Amendment No.4 to the
Registration Statement on Form N-1A, filed on March 30, 1995.
(b) Registrant's By-Laws, as amended.
(d) Management Agreement is incorporated by reference to Exhibit (5) of
Post-Effective Amendment No. 4 to the Registration Statement on
Form N-1A, filed on March 30, 1995.
(e) Distribution Agreement is incorporated by reference to Exhibit (6)
of Post-Effective Amendment No. 4 to the Registration Statement on
Form N-1A, filed on March 30, 1995.
Forms of Shareholder Services Plan are incorporated by reference to
Exhibit 9 of Post-Effective Amendment No. 6 to the Registration
Statement on Form N-1A, filed on January 12, 1996.
(g) Amended and Restated Custody Agreement is incorporated by reference
to Exhibit 8(a) of Pre-Effective Amendment No. 1 to the Registration
Statement on Form N-1A, filed on July 23, 1993.
(m) Service Plan is incorporated by reference to Exhibit (15) of
Post-Effective Amendment No. 4 to the Registration Statement on
Form N-1A, filed on March 30, 1995.
(i) 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.
(j) Consent of Independent Auditors.
(n) Rule 18f-3 Plan, as amended.
<PAGE>
Item 23. Exhibits. - List (continued)
- ------- -----------------------------------------
Other Exhibits
--------------
(a) Power of Attorney.
(b) Certificate of Secretary.
Item 24. Persons Controlled by or under Common Control with Registrant.
- ------- --------------------------------------------------------------
Not Applicable
Item 25. Indemnification
- ------- ---------------
Reference is made to Article SEVENTH of the Registrant's Articles of
Incorporation incorporated by reference to Exhibit (1) of
Pre-Effective Amendment No. 1 and Exhibit (1)(b) of Post-Effective
Amendment No. 4 to the Registration Statement on Form N-1A, filed on
July 23rd, 1993 and March 30, 1995, respectively, and to Section 2-
418 of the Maryland General Corporation Law.
The application of these provisions is limited by Article
VIII of the Registrant's By-Laws incorporated by reference to
Exhibit (b) of this Post-Effective Amendment No. 10 to the
Registration Statement on Form N-1A, filed herewith and by the
following undertaking set forth in the rules promulgated by the
Securities and Exchange Commission: Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in such Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in such Act and will be
governed by the final adjudication of such issue.
Reference also is made to the Distribution Agreement attached as
Exhibit (6) of Post-Effective Amendment No. 4 to the Registration
Statement on Form N-1A, filed on March 30, 1995.
Item 26. Business and Other Connections of the Investment Adviser.
- ------- ----------------------------------------------------
The Dreyfus Corporation ("Dreyfus") and subsidiary companies
comprise a financial service organization whose business consists
primarily of providing investment management services as the
investment adviser, manager and distributor for sponsored investment
companies registered under the Investment Company Act of 1940 and as
an investment adviser to institutional and individual accounts.
Dreyfus also serves as sub-investment adviser to and/or
administrator of other investment companies. Dreyfus Service
Corporation, a wholly-owned subsidiary of Dreyfus, serves primarily
as a registered broker-dealer of shares of investment companies
sponsored by Dreyfus and of other investment companies for which
Dreyfus acts as investment adviser, sub-investment adviser or
administrator. Dreyfus Investment Advisors, Inc., another
wholly-owned subsidiary, provides investment management services to
various pension plans, institutions and individuals.
<TABLE>
ITEM 26 Business and Other Connections of Investment Adviser (continued)
Officers and Directors of Investment Adviser
Name and Position
With Dreyfus Other Businesses Position Held Dates
<S> <C> <C> <C>
Christopher M. Condron Franklin Portfolio Associates, LLC* Director 1/97 - Present
Chairman of the Board and
Chief Executive Officer TBCAM Holdings, Inc.* Director 10/97 - Present
President 10/97 - 6/98
Chairman 10/97 - 6/98
The Boston Company Director 1/98 - Present
Asset Management, LLC* Chairman 1/98 - 6/98
President 1/98 - 6/98
The Boston Company President 9/95 - 1/98
Asset Management, Inc.* Chairman 4/95 - 1/98
Director 4/95 - 1/98
Franklin Portfolio Holdings, Inc.* Director 1/97 - Present
Certus Asset Advisors Corp.** Director 6/95 -Present
Mellon Capital Management Director 5/95 -Present
Corporation***
Mellon Bond Associates, LLP+ Executive Committee 1/98 - Present
Member
Mellon Bond Associates+ Trustee 5/95 -1/98
Mellon Equity Associates, LLP+ Executive Committee 1/98 - Present
Member
Mellon Equity Associates+ Trustee 5/95 - 1/98
Boston Safe Advisors, Inc. * Director 5/95 - Present
President 5/95 - Present
Mellon Bank, N.A. + Director 1/99 - Present
Chief Operating Officer 3/98 - Present
President 3/98 - Present
Vice Chairman 11/94 - 3/98
Mellon Financial Corporation+ Chief Operating Officer 1/99 - Present
President 1/99 - Present
Director 1/98 - Present
Vice Chairman 11/94 - 1/99
Christopher M. Condron The Boston Company, Inc.* Vice Chairman 1/94 - Present
Chairman and Chief Executive Director 5/93 - Present
Officer
(Continued) Laurel Capital Advisors, LLP+ Exec. Committee 1/98 - 8/98
Member
Laurel Capital Advisors+ Trustee 10/93 - 1/98
Boston Safe Deposit and Trust Director 5/93 -Present
Company*
The Boston Company Financial President 6/89 - Present
Strategies, Inc. * Director 6/89 - Present
Mandell L. Berman Self-Employed Real Estate Consultant, 11/74 - Present
Director 29100 Northwestern Highway Residential Builder and
Suite 370 Private Investor
Southfield, MI 48034
Burton C. Borgelt DeVlieg Bullard, Inc. Director 1/93 - Present
Director 1 Gorham Island
Westport, CT 06880
Mellon Financial Corporation+ Director 6/91 - Present
Mellon Bank, N.A. + Director 6/91 - Present
Dentsply International, Inc. Director 2/81 - Present
570 West College Avenue
York, PA
Quill Corporation Director 3/93 - Present
Lincolnshire, IL
Stephen E. Canter Dreyfus Investment Chairman of the Board 1/97 - Present
President, Chief Operating Advisors, Inc.++ Director 5/95 - Present
Officer, Chief Investment President 5/95 - Present
Officer, and Director
Newton Management Limited Director 2/99 - Present
London, England
Mellon Bond Associates, LLP+ Executive Committee 1/99 - Present
Member
Mellon Equity Associates, LLP+ Executive Committee 1/99 - Present
Member
Franklin Portfolio Associates, LLC* Director 2/99 - Present
Franklin Portfolio Holdings, Inc.* Director 2/99 - Present
The Boston Company Asset Director 2/99 - Present
Management, LLC*
TBCAM Holdings, Inc.* Director 2/99 - Present
Mellon Capital Management Director 1/99 - Present
Corporation***
Stephen E. Canter Founders Asset Management, LLC**** Member, Board of 12/97 - Present
President, Chief Operating Managers
Officer, Chief Investment Acting Chief Executive 7/98 - 12/98
Officer, and Director Officer
(Continued)
The Dreyfus Trust Company+++ Director 6/95 - Present
Chairman 1/99 - Present
President 1/99 - Present
Chief Executive Officer 1/99 - Present
Thomas F. Eggers Dreyfus Service Corporation++ Executive Vice President 4/96 - Present
Vice Chairman - Institutional Director 9/96 - Present
and Director
Founders Asset Management, LLC**** Member, Board of Managers 2/99 - Present
Dreyfus Investment Advisors, Inc. Director 1/00 - Present
Dreyfus Service Organization++ Director 3/99 - Present
Dreyfus Insurance Agency of Director 3/99 - Present
Massachusetts, Inc. +++
Dreyfus Brokerage Services, Inc. Director 11/97 - 6/98
401 North Maple Avenue
Beverly Hills, CA.
Steven G. Elliott Mellon Financial Corporation+ Senior Vice Chairman 1/99 - Present
Director Chief Financial Officer 1/90 - Present
Vice Chairman 6/92 - 1/99
Treasurer 1/90 - 5/98
Mellon Bank, N.A.+ Senior Vice Chairman 3/98 - Present
Vice Chairman 6/92 - 3/98
Chief Financial Officer 1/90 - Present
Mellon EFT Services Corporation Director 10/98 - Present
Mellon Bank Center, 8th Floor
1735 Market Street
Philadelphia, PA 19103
Mellon Financial Services Director 1/96 - Present
Corporation #1 Vice President 1/96 - Present
Mellon Bank Center, 8th Floor
1735 Market Street
Philadelphia, PA 19103
Boston Group Holdings, Inc.* Vice President 5/93 - Present
APT Holdings Corporation Treasurer 12/87 - Present
Pike Creek Operations Center
4500 New Linden Hill Road
Wilmington, DE 19808
Allomon Corporation Director 12/87 - Present
Two Mellon Bank Center
Pittsburgh, PA 15259
Collection Services Corporation Controller 10/90 - 2/99
500 Grant Street Director 9/88 - 2/99
Pittsburgh, PA 15258 Vice President 9/88 - 2/99
Treasurer 9/88 - 2/99
Steven G. Elliott Mellon Financial Company+ Principal Exec. Officer 1/88 - Present
Director (Continued) Chief Executive Officer 8/87 - Present
Director 8/87 - Present
President 8/87 - Present
Mellon Overseas Investments Director 4/88 - Present
Corporation+
Mellon Financial Services Treasurer 12/87 - Present
Corporation +
Mellon Financial Markets, Inc.+ Director 1/99 - Present
Mellon Financial Services Director 1/99 - Present
Corporation #17
Fort Lee, NJ
Mellon Mortgage Company Director 1/99 - Present
Houston, TX
Mellon Ventures, Inc. + Director 1/99 - Present
Lawrence S. Kash Dreyfus Investment Director 4/97 - 12/99
Vice Chairman Advisors, Inc.++
Dreyfus Brokerage Services, Inc. Chairman 11/97 - 2/99
401 North Maple Ave. Chief Executive Officer 11/97 - 2/98
Beverly Hills, CA
Dreyfus Service Corporation++ Director 1/95 - 2/99
President 9/96 - 3/99
Dreyfus Precious Metals, Inc.+++ Director 3/96 - 12/98
President 10/96 - 12/98
Dreyfus Service Director 12/94 - 3/99
Organization, Inc.++ President 1/97 - 3/99
Seven Six Seven Agency, Inc. ++ Director 1/97 - 4/99
Dreyfus Insurance Agency of Chairman 5/97 - 3/99
Massachusetts, Inc.++++ President 5/97 - 3/99
Director 5/97 - 3/99
The Dreyfus Trust Company+++ Chairman 1/97 - 1/99
President 2/97 - 1/99
Chief Executive Officer 2/97 - 1/99
Director 12/94 - Present
The Dreyfus Consumer Credit Chairman 5/97 - 6/99
Corporation++ President 5/97 - 6/99
Director 12/94 - 6/99
Founders Asset Management, LLC**** Member, Board of Managers 12/97 - Present
The Boston Company Advisors, Chairman 12/95 - Present
Inc. Chief Executive Officer 12/95 - Present
Wilmington, DE President 12/95 - Present
Lawrence S. Kash The Boston Company, Inc.* Director 5/93 - Present
Vice Chairman President 5/93 - Present
And Director (Continued)
Mellon Bank, N.A.+ Executive Vice President 6/92 - Present
Laurel Capital Advisors, LLP+ Chairman 1/98 - 8/98
Executive Committee 1/98 - 8/98
Member
Chief Executive Officer 1/98 - 8/98
President 1/98 - 8/98
Laurel Capital Advisors, Inc. + Trustee 12/91 - 1/98
Chairman 9/93 - 1/98
President and CEO 12/91 - 1/98
Boston Group Holdings, Inc.* Director 5/93 - Present
President 5/93 - Present
Martin G. McGuinn Mellon Financial Corporation+ Chairman 1/99 - Present
Director Chief Executive Officer 1/99 - Present
Director 1/98 - Present
Vice Chairman 1/90 - 1/99
Mellon Bank, N. A. + Chairman 3/98 - Present
Chief Executive Officer 3/98 - Present
Director 1/98 - Present
Vice Chairman 1/90 - 3/98
Mellon Leasing Corporation+ Vice Chairman 12/96 - Present
Mellon Bank (DE) National Director 4/89 - 12/98
Association
Wilmington, DE
Mellon Bank (MD) National Director 1/96 - 4/98
Association
Rockville, Maryland
J. David Officer Dreyfus Service Corporation++ Executive Vice President 5/98 - Present
Vice Chairman Director 3/99 - Present
And Director
Dreyfus Service Organization, Inc.++ Director 3/99 - Present
Dreyfus Insurance Agency of Director 5/98 - Present
Massachusetts, Inc.++++
Dreyfus Brokerage Services, Inc. Chairman 3/99 - Present
401 North Maple Avenue
Beverly Hills, CA
Seven Six Seven Agency, Inc.++ Director 10/98 - Present
Mellon Residential Funding Corp. + Director 4/97 - Present
Mellon Trust of Florida, N.A. Director 8/97 - Present
2875 Northeast 191st Street
North Miami Beach, FL 33180
Mellon Bank, NA+ Executive Vice President 7/96 - Present
The Boston Company, Inc.* Vice Chairman 1/97 - Present
Director 7/96 - Present
J. David Officer Mellon Preferred Capital Director 11/96 - Present
Vice Chairman and Corporation*
Director (Continued)
RECO, Inc.* President 11/96 - Present
Director 11/96 - Present
The Boston Company Financial President 8/96 - Present
Services, Inc.* Director 8/96 - Present
Boston Safe Deposit and Trust Director 7/96 - Present
Company* President 7/96 - 1/99
Mellon Trust of New York Director 6/96 - Present
1301 Avenue of the Americas
New York, NY 10019
Mellon Trust of California Director 6/96 - Present
400 South Hope Street
Suite 400
Los Angeles, CA 90071
Mellon United National Bank Director 3/98 - Present
1399 SW 1st Ave., Suite 400
Miami, Florida
Boston Group Holdings, Inc.* Director 12/97 - Present
Dreyfus Financial Services Corp. + Director 9/96 - Present
Dreyfus Investment Services Director 4/96 - Present
Corporation+
Richard W. Sabo Founders Asset Management LLC**** President 12/98 - Present
Director Chief Executive Officer 12/98 - Present
Prudential Securities
New York, NY Senior Vice President 07/91 - 11/98
Regional Director 07/91 - 11/98
Richard F. Syron Thermo Electron President 6/99 - Present
Director 81 Wyman Street Chief Executive Officer 6/99 - Present
Waltham, MA 02454-9046
American Stock Exchange Chairman 4/94 -6/99
86 Trinity Place Chief Executive Officer 4/94 - 6/99
New York, NY 10006
Ronald P. O'Hanley Franklin Portfolio Holdings, Inc.* Director 3/97 - Present
Vice Chairman
TBCAM Holdings, Inc.* Chairman 6/98 - Present
Director 10/97 - Present
The Boston Company Asset Chairman 6/98 - Present
Management, LLC* Director 1/98 - 6/98
Boston Safe Advisors, Inc. * Chairman 6/97 - Present
Director 2/97 - Present
Pareto Partners Partner Representative 5/97 - Present
271 Regent Street
London, England W1R 8PP
Mellon Capital Management Director 5/97 -Present
Ronald P. O'Hanley Corporation***
Vice Chairman
(Continued) Certus Asset Advisors Corp.** Director 2/97 - Present
Mellon Bond Associates+ Trustee 2/97 - Present
Chairman 2/97 - Present
Mellon Equity Associates+ Trustee 2/97 - Present
Chairman 2/97 - Present
Mellon-France Corporation+ Director 3/97 - Present
Laurel Capital Advisors+ Trustee 3/97 - Present
Mark N. Jacobs Dreyfus Investment Director 4/97 - Present
General Counsel, Advisors, Inc.++ Secretary 10/77 - 7/98
Vice President, and
Secretary The Dreyfus Trust Company+++ Director 3/96 - Present
The TruePenny Corporation++ President 10/98 - Present
Director 3/96 - Present
Dreyfus Service Director 3/97 - 3/99
Organization, Inc.++
William H. Maresca The Dreyfus Trust Company+++ Chief Financial Officer 3/99 - Present
Controller Treasurer 9/98 - Present
Director 3/97 - Present
Dreyfus Service Corporation++ Chief Financial Officer 12/98 - Present
Dreyfus Consumer Credit Corp. ++ Treasurer 10/98 -Present
Dreyfus Investment Treasurer 10/98 - Present
Advisors, Inc. ++
Dreyfus-Lincoln, Inc. Vice President 10/98 - Present
4500 New Linden Hill Road
Wilmington, DE 19808
The TruePenny Corporation++ Vice President 10/98 - Present
Dreyfus Precious Metals, Inc. +++ Treasurer 10/98 - 12/98
The Trotwood Corporation++ Vice President 10/98 - Present
Trotwood Hunters Corporation++ Vice President 10/98 - Present
William H. Maresca Trotwood Hunters Site A Corp. ++ Vice President 10/98 - Present
Controller (Continued)
Dreyfus Transfer, Inc. Chief Financial Officer 5/98 - Present
One American Express Plaza,
Providence, RI 02903
Dreyfus Service Treasurer 3/99 - Present
Organization, Inc.++ Assistant Treasurer 3/93 - 3/99
Dreyfus Insurance Agency of
Massachusetts, Inc.++++ Assistant Treasurer 5/98 - Present
William T. Sandalls, Jr. Dreyfus Transfer, Inc. Chairman 2/97 - Present
Executive Vice President One American Express Plaza,
Providence, RI 02903
Dreyfus Service Corporation++ Director 1/96 - Present
Executive Vice President 2/97 - Present
Chief Financial Officer 2/97-12/98
Dreyfus Investment Director 1/96 - Present
Advisors, Inc.++ Treasurer 1/96 - 10/98
Dreyfus-Lincoln, Inc. Director 12/96 - Present
4500 New Linden Hill Road President 1/97 - Present
Wilmington, DE 19808
Seven Six Seven Agency, Inc.++ Director 1/96 - 10/98
Treasurer 10/96 - 10/98
The Dreyfus Consumer Director 1/96 - Present
Credit Corp.++ Vice President 1/96 - Present
Treasurer 1/97 - 10/98
The Dreyfus Trust Company +++ Director 1/96 - Present
Dreyfus Service Organization, Treasurer 10/96- 3/99
Inc.++
Dreyfus Insurance Agency of Director 5/97 - 3/99
Massachusetts, Inc.++++ Treasurer 5/97- 3/99
Executive Vice President 5/97 - 3/99
Diane P. Durnin Dreyfus Service Corporation++ Senior Vice President - 5/95 - 3/99
Vice President - Product Marketing and
Development Advertising Division
Patrice M. Kozlowski None
Vice President - Corporate
Communications
Mary Beth Leibig None
Vice President -
Human Resources
Theodore A. Schachar Dreyfus Service Corporation++ Vice President -Tax 10/96 - Present
Vice President - Tax
The Dreyfus Consumer Credit Chairman 6/99 - Present
Corporation ++ President 6/99 - Present
Dreyfus Investment Advisors, Inc.++ Vice President - Tax 10/96 - Present
Dreyfus Precious Metals, Inc. +++ Vice President - Tax 10/96 - 12/98
Dreyfus Service Organization, Inc.++ Vice President - Tax 10/96 - Present
Wendy Strutt None
Vice President
Richard Terres None
Vice President
Andrew S. Wasser Mellon Financial Corporation+ Vice President 1/95 - Present
Vice-President -
Information Systems
James Bitetto The TruePenny Corporation++ Secretary 9/98 - Present
Assistant Secretary
Dreyfus Service Corporation++ Assistant Secretary 8/98 - Present
Dreyfus Investment Assistant Secretary 7/98 - Present
Advisors, Inc.++
Dreyfus Service Assistant Secretary 7/98 - Present
Organization, Inc.++
Steven F. Newman Dreyfus Transfer, Inc. Vice President 2/97 - Present
Assistant Secretary One American Express Plaza Director 2/97 - Present
Providence, RI 02903 Secretary 2/97 - Present
Dreyfus Service Secretary 7/98 - Present
Organization, Inc.++ Assistant Secretary 5/98 - 7/98
- ------------------------------------
* The address of the business so indicated is One Boston Place, Boston, Massachusetts, 02108.
** The address of the business so indicated is One Bush Street, Suite 450, San Francisco, California 94104.
*** The address of the business so indicated is 595 Market Street, Suite 3000, San Francisco, California 94105.
**** The address of the business so indicated is 2930 East Third Avenue,Denver, Colorado 80206.
+ The address of the business so indicated is One Mellon Bank Center, Pittsburgh, Pennsylvania 15258.
++ The address of the business so indicated is 200 Park Avenue, New York, New York 10166.
+++ 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 53 State Street, Boston, Massachusetts 02109
**** The address of the business so indicated is 2930 East Third Avenue,Denver, Colorado 80206.
</TABLE>
(b)
Positions and
Name and principal Positions and offices with offices with
business address the Distributor Registrant
- ------------------ --------------------------- -------------
Marie E. Connolly+ Director, President, Chief President and
Executive Officer and Chief Treasurer
Compliance Officer
Joseph F. Tower, III+ Director, Senior Vice President, Vice President
Treasurer and Chief Financial and Assistant
Officer Treasurer
Mary A. Nelson+ Vice President Vice President
and Assistant
Treasurer
Jean M. O'Leary+ Assistant Vice President, None
Assistant Secretary and
Assistant Clerk
William J. Nutt+ Chairman of the Board None
Stephanie D. Pierce++ Vice President Vice President,
Assistant Secretary
and Assistant
Treasurer
Patrick W. McKeon+ Vice President None
Joseph A. Vignone+ Vice President None
- --------------------------------
+ Principal business address is 60 State Street, Boston, Massachusetts 02109.
++ Principal business address is 200 Park Avenue, New York, New York 10166.
<PAGE>
Item 28. Location of Accounts and Records
- ------- --------------------------------
1. Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
2. Dreyfus Transfer, Inc.
P.O. Box 9671
Providence, Rhode Island 02940-9671
3. The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Item 29. Management Services
- ------- -------------------
Not Applicable
Item 30. Undertakings
- ------- ------------
Not Applicable
SIGNATURES
------------
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it meets all of the requirements for effectiveness of this
Amendment to the Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this Amendment to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, and State of New York on the 31st day of
January, 2000.
DREYFUS LIFETIME PORTFOLIOS, INC.
BY: /s/Marie E. Connolly*
--------------------------------
Marie E. Connolly, PRESIDENT
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, this Amendment to the Registration Statement has
been signed below by the following persons in the capacities and on the dates
indicated.
Signatures Title Date
- -------------------------- ---------------------------- ---------
/s/Marie E. Connolly* President and Treasurer 01/28/00
- ------------------------------ (Principal Executive
Marie E. Connolly and Financial Officer)
/s/ Joseph S. DiMartino* Chairman of the Board 01/28/00
- ------------------------------
Joseph S. DiMartino
/s/Lucy Wilson Benson* Director 01/28/00
- ------------------------------
Lucy Wilson Benson
/s/David W. Burke* Director 01/28/00
- -----------------------------
David W. Burke
/s/Martin D. Fife* Director 01/28/00
- -----------------------------
Martin D. Fife
/s/Robert R. Glauber* Director 01/28/00
- -----------------------------
Robert R. Glauber
/s/Whitney I. Gerard* Director 01/28/00
- -----------------------------
Whitney I. Gerard
/s/Arthur A. Hartman* Director 01/28/00
- ----------------------------
Arthur A. Hartman
/s/George L. Perry* Director 01/28/00
- -----------------------------
George L. Perry
/s/Paul D. Wolfowitz* Director 01/28/00
- -----------------------------
Paul D. Wolfowitz
*BY: /s/Stephanie Pierce
--------------------------
Stephanie Pierce,
Attorney-in-Fact
DREYFUS LIFETIME PORTFOLIOS, INC.
INDEX OF EXHIBITS
(b) By-Laws
(j) Consent of Independent Auditors
(n) Rule 18f-3 Plan
Other Exhibits:
Power of Attorney
Assistant Secretary's Certificate
BY-LAWS
OF
DREYFUS LIFETIME PORTFOLIOS, INC.
(A Maryland Corporation)
-----------
ARTICLE I
STOCKHOLDERS
1. CERTIFICATES REPRESENTING STOCK. Certificates representing shares
of stock shall set forth thereon the statements prescribed by Section 2-211 of
the Maryland General Corporation Law ("General Corporation Law") and by any
other applicable provision of law and shall be signed by the Chairman of the
Board or the President or a Vice President and countersigned by the Secretary or
an Assistant Secretary or the Treasurer or an Assistant Treasurer and may be
sealed with the corporate seal. The signatures of any such officers may be
either manual or facsimile signatures and the corporate seal may be either
facsimile or any other form of seal. In case any such officer who has signed
manually or by facsimile any such certificate ceases to be such officer before
the certificate is issued, it nevertheless may be issued by the corporation with
the same effect as if the officer had not ceased to be such officer as of the
date of its issue.
No certificate representing shares of stock shall be issued for any
share of stock until such share is fully paid, except as otherwise authorized in
Section 2-206 of the General Corporation Law.
The corporation may issue a new certificate of stock in place of any
certificate theretofore issued by it, alleged to have been lost, stolen or
destroyed, and the Board of Directors may require, in its discretion, the owner
of any such certificate or the owner's legal representative to give bond, with
sufficient surety, to the corporation to indemnify it against any loss or claim
that may arise by reason of the issuance of a new certificate.
The Board of Directors at any time may discontinue the issuance of
certificates representing shares of stock and by written notice to each
stockholder, may require the surrender of certificates of stock to the
corporation for cancellation. Such surrender and cancellation shall not affect
the ownership of stock in the corporation.
2. SHARE TRANSFERS. Upon compliance with provisions restricting the
transferability of shares of stock, if any, transfers of shares of stock of the
corporation shall be made only on the stock transfer books of the corporation by
the record holder thereof or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the corporation or with a
transfer agent or a registrar, if any, and on surrender of the certificate or
certificates, if any, for such shares of stock properly endorsed and the payment
of all taxes due thereon.
3. RECORD DATE FOR STOCKHOLDERS. The Board of Directors may fix, in
advance, a date as the record date for the purpose of determining stockholders
entitled to notice of, or to vote at, any meeting of stockholders, or
stockholders entitled to receive payment of any dividend or the allotment of any
rights or in order to make a determination of stockholders for any other proper
purpose. Such date, in any case, shall be not more than 90 days, and in case of
a meeting of stockholders not less than 10 days, prior to the date on which the
meeting or particular action requiring such determination of stockholders is to
be held or taken. In lieu of fixing a record date, the Board of Directors may
provide that the stock transfer books shall be closed for a stated period but
not to exceed 20 days. If the stock transfer books are closed for the purpose of
determining stockholders entitled to notice of, or to vote at, a meeting of
stockholders, such books shall be closed for at least 10 days immediately
preceding such meeting. If no record date is fixed and the stock transfer books
are not closed for the determination of stockholders: (1) The record date for
the determination of stockholders entitled to notice of, or to vote at, a
meeting of stockholders shall be at the close of business on the day on which
the notice of meeting is mailed or the day 30 days before the meeting, whichever
is the closer date to the meeting; and (2) The record date for the determination
of stockholders entitled to receive payment of a dividend or an allotment of any
rights shall be at the close of business on the day on which the resolution of
the Board of Directors declaring the dividend or allotment of rights is adopted,
provided that the payment or allotment date shall not be more than 60 days after
the date on which the resolution is adopted.
4. MEANING OF CERTAIN TERMS. As used herein in respect of the right
to notice of a meeting of stockholders or a waiver thereof or to participate or
vote thereat or to consent or dissent in writing in lieu of a meeting, as the
case may be, the term "share of stock" or "shares of stock" or "stockholder" or
"stockholders" refers to an outstanding share or shares of stock and to a holder
or holders of record of outstanding shares of stock when the corporation is
authorized to issue only one class of shares of stock and said reference also is
intended to include any outstanding share or shares of stock and any holder or
holders of record of outstanding shares of stock of any class or series upon
which or upon whom the Charter confers such rights where there are two or more
classes or series of shares or upon which or upon whom the General Corporation
Law confers such rights notwithstanding that the Charter may provide for more
than one class or series of shares of stock, one or more of which are limited or
denied such rights thereunder.
5. STOCKHOLDER MEETINGS.
ANNUAL MEETINGS. If a meeting of the stockholders of the
corporation is required by the Investment Company Act of 1940, as amended, to
elect the directors, then there shall be submitted to the stockholders at such
meeting the question of the election of directors, and a meeting called for that
purpose shall be designated the annual meeting of stockholders for that year. In
other years in which no action by stockholders is required for the aforesaid
election of directors, no annual meeting need be held.
SPECIAL MEETINGS. Special stockholder meetings for any purpose
may be called by the Board of Directors or the President and shall be called by
the Secretary for the purpose of removing a Director whenever the holders of
shares entitled to at least ten percent of all the votes entitled to be cast at
such meeting shall make a duly authorized request that such meeting be called.
The Secretary shall call a special meeting of stockholders for all other
purposes whenever the holders of shares entitled to at least a majority of all
the votes entitled to be cast at such meeting shall make a duly authorized
request that such meeting be called. Such request shall state the purpose of
such meeting and the matters proposed to be acted on thereat, and no other
business shall be transacted at any such special meeting. The Secretary shall
inform such stockholders of the reasonably estimated costs of preparing and
mailing the notice of the meeting, and upon payment to the corporation of such
costs, the Secretary shall give notice in the manner provided for below.
PLACE AND TIME. Stockholder meetings shall be held at such
place, either within the State of Maryland or at such other place within the
United States, and at such date or dates as the directors from time to time may
fix.
NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. Written or
printed notice of all meetings shall be given by the Secretary and shall state
the time and place of the meeting. The notice of a special meeting shall state
in all instances the purpose or purposes for which the meeting is called.
Written or printed notice of any meeting shall be given to each stockholder
either by mail or by presenting it to the stockholder personally or by leaving
it at his or her residence or usual place of business not less than 10 days and
not more than 90 days before the date of the meeting, unless any provisions of
the General Corporation Law shall prescribe a different elapsed period of time,
to each stockholder at his or her address appearing on the books of the
corporation or the address supplied by the stockholder for the purpose of
notice. If mailed, notice shall be deemed to be given when deposited in the
United States mail addressed to the stockholder at his or her post office
address as it appears on the records of the corporation with postage thereon
prepaid. Whenever any notice of the time, place or purpose of any meeting of
stockholders is required to be given under the provisions of these by-laws or of
the General Corporation Law, a waiver thereof in writing, signed by the
stockholder and filed with the records of the meeting, whether before or after
the holding thereof, or actual attendance or representation at the meeting shall
be deemed equivalent to the giving of such notice to such stockholder. The
foregoing requirements of notice also shall apply, whenever the corporation
shall have any class of stock which is not entitled to vote, to holders of stock
who are not entitled to vote at the meeting, but who are entitled to notice
thereof and to dissent from any action taken thereat.
QUORUM. At any meeting of stockholders, the presence in person
or by proxy of stockholders entitled to cast one-third of the votes thereat
shall constitute a quorum. In the absence of a quorum, the stockholders present
in person or by proxy, by majority vote and without notice other than by
announcement, may adjourn the meeting from time to time, but not for a period
exceeding 120 days after the original record date until a quorum shall attend.
ADJOURNED MEETINGS. A meeting of stockholders convened on the
date for which it was called (including one adjourned to achieve a quorum as
provided in the paragraph above) may be adjourned from time to time without
further notice to a date not more than 120 days after the original record date,
and any business may be transacted at any adjourned meeting which could have
been transacted at the meeting as originally called.
CONDUCT OF MEETING. Meetings of the stockholders shall be
presided over by one of the following officers in the order of seniority and if
present and acting: the President, a Vice President or, if none of the foregoing
is in office and present and acting, by a chairman to be chosen by the
stockholders. The Secretary of the corporation or, in his or her absence, an
Assistant Secretary, shall act as secretary of every meeting, but if neither the
Secretary nor an Assistant Secretary is present the chairman of the meeting
shall appoint a secretary of the meeting.
PROXY REPRESENTATION. Every stockholder may authorize another
person or persons to act for him by proxy in all matters in which a stockholder
is entitled to participate, whether for the purposes of determining the
stockholder's presence at a meeting, or whether by waiving notice of any
meeting, voting or participating at a meeting, expressing consent or dissent
without a meeting or otherwise. Every proxy shall be executed in writing by the
stockholder or by his or her duly authorized attorney-in-fact or be in such
other form as may be permitted by the General Corporation Law, including
documents conveyed by electronic transmission and filed with the Secretary of
the corporation. A copy, facsimile transmission or other reproduction of the
writing or transmission may be substituted for the original writing or
transmission for any purpose for which the original transmission could be used.
No unrevoked proxy shall be valid after 11 months from the date of its
execution, unless a longer time is expressly provided therein. The placing of a
stockholder's name on a proxy pursuant to telephonic or electronically
transmitted instructions obtained pursuant to procedures reasonably designed to
verify that such instructions have been authorized by such stockholder shall
constitute execution of such proxy by or on behalf of such stockholder.
INSPECTORS OF ELECTION. The directors, in advance of any
meeting, may, but need not, appoint one or more inspectors to act at the meeting
or any adjournment thereof. If an inspector or inspectors are not appointed, the
person presiding at the meeting may, but need not, appoint one or more
inspectors. In case any person who may be appointed as an inspector fails to
appear or act, the vacancy may be filled by appointment made by the directors in
advance of the meeting or at the meeting by the person presiding thereat. Each
inspector, if any, before entering upon the discharge of his duties, shall take
and sign an oath to execute faithfully the duties of inspector at such meeting
with strict impartiality and according to the best of his ability. The
inspectors, if any, shall determine the number of shares outstanding and the
voting power of each, the shares represented at the meeting, the existence of a
quorum and the validity and effect of proxies, and shall receive votes, ballots
or consents, hear and determine all challenges and questions arising in
connection with the right to vote, count and tabulate all votes, ballots or
consents, determine the result and do such acts as are proper to conduct the
election or vote with fairness to all stockholders. On request of the person
presiding at the meeting or any stockholder, the inspector or inspectors, if
any, shall make a report in writing of any challenge, question or matter
determined by him or them and execute a certificate of any fact found by him or
them.
VOTING. Each share of stock shall entitle the holder thereof
to one vote, except in the election of directors, at which each said vote may be
cast for as many persons as there are directors to be elected. Except for
election of directors, a majority of the votes cast at a meeting of
stockholders, duly called and at which a quorum is present, shall be sufficient
to take or authorize action upon any matter which may come before a meeting,
unless more than a majority of votes cast is required by the corporation's
Articles of Incorporation. A plurality of all the votes cast at a meeting at
which a quorum is present shall be sufficient to elect a director.
6. INFORMAL ACTION. Any action required or permitted to be taken at
a meeting of stockholders may be taken without a meeting if a consent in
writing, setting forth such action, is signed by all the stockholders entitled
to vote on the subject matter thereof and any other stockholders entitled to
notice of a meeting of stockholders (but not to vote thereat) have waived in
writing any rights which they may have to dissent from such action and such
consent and waiver are filed with the records of the corporation.
ARTICLE II
BOARD OF DIRECTORS
1. FUNCTIONS AND DEFINITION. The business and affairs of the
corporation shall be managed under the direction of a Board of Directors. The
use of the phrase "entire board" herein refers to the total number of directors
which the corporation would have if there were no vacancies.
2. QUALIFICATIONS AND NUMBER. Each director shall be a natural
person of full age. A director need not be a stockholder, a citizen of the
United States or a resident of the State of Maryland. The initial Board of
Directors shall consist of one person. Thereafter, the number of directors
constituting the entire board shall never be less than three or the number of
stockholders, whichever is less. At any regular meeting or at any special
meeting called for that purpose, a majority of the entire Board of Directors may
increase or decrease the number of directors, provided that the number thereof
shall never be less than three or the number of stockholders, whichever is less,
nor more than twelve and further provided that the tenure of office of a
director shall not be affected by any decrease in the number of directors.
3. ELECTION AND TERM. The first Board of Directors shall consist of
the director named in the Articles of Incorporation and shall hold office until
the first meeting of stockholders or until his or her successor has been elected
and qualified. Thereafter, directors who are elected at a meeting of
stockholders, and directors who are elected in the interim to fill vacancies and
newly created directorships, shall hold office until their successors have been
elected and qualified. Newly created directorships and any vacancies in the
Board of Directors, other than vacancies resulting from the removal of directors
by the stockholders, may be filled by the Board of Directors, subject to the
provisions of the Investment Company Act of 1940, as amended. Newly created
directorships filled by the Board of Directors shall be by action of a majority
of the entire Board of Directors then in office. All vacancies to be filled by
the Board of Directors may be filled by a majority of the remaining members of
the Board of Directors, although such majority is less than a quorum thereof.
4. MEETINGS.
TIME. Meetings shall be held at such time as the Board of
Directors shall fix, except that the first meeting of a newly elected Board of
Directors shall be held as soon after its election as the directors conveniently
may assemble.
PLACE. Meetings shall be held at such place within or
without the State of Maryland as shall be fixed by the Board.
CALL. No call shall be required for regular meetings for
which the time and place have been fixed. Special meetings may be called by
or at the direction of the President or of a majority of the directors in
office.
NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Whenever any notice
of the time, place or purpose of any meeting of directors or any committee
thereof is required to be given under the provisions of the General Corporation
Law or of these by-laws, a waiver thereof in writing, signed by the director or
committee member entitled to such notice and filed with the records of the
meeting, whether before or after the holding thereof, or actual attendance at
the meeting shall be deemed equivalent to the giving of such notice to such
director or such committee member.
QUORUM AND ACTION. A majority of the entire Board of Directors
shall constitute a quorum except when a vacancy or vacancies prevents such
majority, whereupon a majority of the directors in office shall constitute a
quorum, provided such majority shall constitute at least one-third of the entire
Board and, in no event, less than two directors. A majority of the directors
present, whether or not a quorum is present, may adjourn a meeting to another
time and place. Except as otherwise specifically provided by the Articles of
Incorporation, the General Corporation Law or these by-laws, the action of a
majority of the directors present at a meeting at which a quorum is present
shall be the action of the Board of Directors.
CHAIRMAN OF THE MEETING. The Chairman of the Board, if any
and if present and acting, or the President or any other director chosen by
the Board, shall preside at all meetings.
5. REMOVAL OF DIRECTORS. Any or all of the directors may be removed
for cause or without cause by the stockholders, who may elect a successor or
successors to fill any resulting vacancy or vacancies for the unexpired term of
the removed director or directors.
6. COMMITTEES. The Board of Directors may appoint from among its
members an Executive Committee and other committees composed of one or more
directors and may delegate to such committee or committees, in the intervals
between meetings of the Board of Directors, any or all of the powers of the
Board of Directors in the management of the business and affairs of the
corporation to the extent permitted by law. In the absence of any member of any
such committee, the members thereof present at any meeting, whether or not they
constitute a quorum, may appoint a member of the Board of Directors to act in
the place of such absent member.
7. INFORMAL ACTION. Any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting, if a written consent to such action is signed by all members
of the Board of Directors or any such committee, as the case may be, and such
written consent is filed with the minutes of the proceedings of the Board or any
such committee.
Members of the Board of Directors or any committee designated
thereby may participate in a meeting of such Board or committee by means of a
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other at the same time.
Participation by such means shall constitute presence in person at a meeting.
ARTICLE III
OFFICERS
The corporation may have a Chairman of the Board and shall have a
President, a Secretary and a Treasurer, who shall be elected by the Board of
Directors, and may have such other officers, assistant officers and agents as
the Board of Directors shall authorize from time to time. Any two or more
offices, except those of President and Vice President, may be held by the same
person, but no person shall execute, acknowledge or verify any instrument in
more than one capacity, if such instrument is required by law to be executed,
acknowledged or verified by two or more officers.
Any officer or agent may be removed by the Board of Directors
whenever, in its judgment, the best interests of the corporation will be served
thereby.
ARTICLE IV
PRINCIPAL OFFICE - RESIDENT AGENT - STOCK LEDGER
The address of the principal office of the corporation in the State
of Maryland prescribed by the General Corporation Law is 300 East Lombard
Street, c/o The Corporation Trust Incorporated, Baltimore, Maryland 21202. The
name and address of the resident agent in the State of Maryland prescribed by
the General Corporation Law are: The Corporation Trust Incorporated, 300 East
Lombard Street, Baltimore, Maryland 21202.
The corporation shall maintain, at its principal office in the State
of Maryland prescribed by the General Corporation Law or at the business office
or an agency of the corporation, an original or duplicate stock ledger
containing the names and addresses of all stockholders and the number of shares
of each class held by each stockholder. Such stock ledger may be in written form
or any other form capable of being converted into written form within a
reasonable time for visual inspection.
ARTICLE V
CORPORATE SEAL
The corporate seal shall have inscribed thereon the name of the
corporation and shall be in such form and contain such other words and/or
figures as the Board of Directors shall determine or the law require.
ARTICLE VI
FISCAL YEAR
The fiscal year of the corporation or any series thereof shall be
fixed, and shall be subject to change, by the Board of Directors.
ARTICLE VII
CONTROL OVER BY-LAWS
The power to make, alter, amend and repeal the by-laws is vested
exclusively in the Board of Directors of the corporation.
ARTICLE VIII
INDEMNIFICATION
1. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The corporation shall
indemnify its directors to the fullest extent that indemnification of directors
is permitted by the law. The corporation shall indemnify its officers to the
same extent as its directors and to such further extent as is consistent with
law. The corporation shall indemnify its directors and officers who while
serving as directors or officers also serve at the request of the corporation as
a director, officer, partner, trustee, employee, agent or fiduciary of another
corporation, partnership, joint venture, trust, other enterprise or employee
benefit plan to the same extent as its directors and, in the case of officers,
to such further extent as is consistent with law. The indemnification and other
rights provided by this Article shall continue as to a person who has ceased to
be a director or officer and shall inure to the benefit of the heirs, executors
and administrators of such a person. This Article shall not protect any such
person against any liability to the corporation or any stockholder thereof to
which such person would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of his office ("disabling conduct").
2. ADVANCES. Any current or former director or officer of the
corporation seeking indemnification within the scope of this Article shall be
entitled to advances from the corporation for payment of the reasonable expenses
incurred by him in connection with the matter as to which he is seeking
indemnification in the manner and to the fullest extent permissible under the
General Corporation Law. The person seeking indemnification shall provide to the
corporation a written affirmation of his good faith belief that the standard of
conduct necessary for indemnification by the corporation has been met and a
written undertaking to repay any such advance if it should ultimately be
determined that the standard of conduct has not been met. In addition, at least
one of the following additional conditions shall be met: (a) the person seeking
indemnification shall provide a security in form and amount acceptable to the
corporation for his or her undertaking; (b) the corporation is insured against
losses arising by reason of the advance; or (c) a majority of a quorum of
directors of the corporation who are neither "interested persons" as defined in
Section 2(a)(19) of the Investment Company Act of 1940, as amended, nor parties
to the proceeding ("disinterested non-party directors"), or independent legal
counsel, in a written opinion, shall have determined, based on a review of facts
readily available to the corporation at the time the advance is proposed to be
made, that there is reason to believe that the person seeking indemnification
will ultimately be found to be entitled to indemnification.
3. PROCEDURE. At the request of any person claiming indemnification
under this Article, the Board of Directors shall determine, or cause to be
determined, in a manner consistent with the General Corporation Law, whether the
standards required by this Article have been met. Indemnification shall be made
only following: (a) a final decision on the merits by a court or other body
before whom the proceeding was brought that the person to be indemnified was not
liable by reason of disabling conduct or (b) in the absence of such a decision,
a reasonable determination, based upon a review of the facts, that the person to
be indemnified was not liable by reason of disabling conduct by (i) the vote of
a majority of a quorum of disinterested non-party directors or (ii) an
independent legal counsel in a written opinion.
4. INDEMNIFICATION OF EMPLOYEES AND AGENTS. Employees and agents who
are not officers or directors of the corporation may be indemnified, and
reasonable expenses may be advanced to such employees or agents, as may be
provided by action of the Board of Directors or by contract, subject to any
limitations imposed by the Investment Company Act of 1940, as amended.
5. OTHER RIGHTS. The Board of Directors may make further provision
consistent with law for indemnification and advance of expenses to directors,
officers, employees and agents by resolution, agreement or otherwise. The
indemnification provided by this Article shall not be deemed exclusive of any
other right, with respect to indemnification or otherwise, to which those
seeking indemnification may be entitled under any insurance or other agreement
or resolution of stockholders or disinterested non-party directors or otherwise.
6. AMENDMENTS. References in this Article are to the General
Corporation Law and to the Investment Company Act of 1940 as from time to time
amended. No amendment of the by-laws shall affect any right of any person under
this Article based on any event, omission or proceeding prior to the amendment.
Dated: July 15, 1993
Amended: December 31, 1999
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Financial
Highlights" and "Counsel and Independent Auditors" and to the use of our report
dated November 4, 1999, which is incorporated by reference, in this Registration
Statement (Form N-1A 33-66088) of Dreyfus LifeTime Portfolios, Inc.
ERNST & YOUNG LLP
New York, New York
January 28, 2000
DREYFUS LIFETIME PORTFOLIOS, INC.
RULE 18F-3 PLAN
Rule 18f-3 under the Investment Company Act of 1940, as amended (the
"1940 Act"), requires that the Board of an investment company desiring to offer
multiple classes pursuant to said Rule adopt a plan setting forth the separate
arrangement and expense allocation of each class, and any related conversion
features or exchange privileges.
The Board, including a majority of the non-interested Board members,
of the above-referenced investment company (the "Fund") which desires to offer
multiple classes has determined that the following plan is in the best interests
of each class individually and the Fund as a whole:
1. CLASS DESIGNATION: Fund shares shall be divided into
Investor Class and Restricted Class.
2. DIFFERENCES IN SERVICES: The services offered to shareholders of
each Class shall be substantially the same, except for certain services provided
to the Investor Class pursuant to a Shareholder Services Plan.
3. DIFFERENCES IN DISTRIBUTION ARRANGEMENTS: Investor Class shares
shall be offered at net asset value to any investor. Restricted Class shares
shall be offered at net asset value only to clients of banks, securities dealers
or other financial institutions that have entered into selling agreements with
the Fund's distributor, and omnibus accounts maintained by institutions that
provide sub-accounting or recordkeeping services to their clients. Restricted
Class shares also shall be offered at net asset value to any investor who held
Restricted Class shares (formerly, Retail Class shares) in a Fund account on
August 31, 1997 and who is purchasing the shares for such account. Neither Class
shall be subject to any front-end or contingent deferred sales charges.
Investor Class shares shall be subject to an annual shareholder
services fee at the rate of .25% of the value of the average daily net assets of
the Investor Class pursuant to a Shareholder Services Plan.
4. EXPENSE ALLOCATION. The following expenses shall be allocated, to
the extent practicable, on a Class-by-Class basis: (a) fees under the
Shareholder Services Plan; (b) printing and postage expenses related to
preparing and distributing materials, such as shareholder reports, prospectuses
and proxies, to current shareholders of a specific Class; (c) Securities and
Exchange Commission and Blue Sky registration fees incurred by a specific Class;
(d) the expense of administrative personnel and services as required to support
the shareholders of a specific Class; (e) litigation or other legal expenses
relating solely to a specific Class; (f) transfer agent fees identified by the
Fund's transfer agent as being attributable to a specific Class; and (g) Board
members' fees incurred as a result of issues relating to a specific Class.
5. EXCHANGE PRIVILEGES. Shares of a Class shall be exchangeable only
for (a) shares of the same Class of other investment companies managed or
administered by The Dreyfus Corporation or its affiliates as specified from time
to time and (b) shares of certain other Classes of such investment companies or
shares of certain other investment companies specified from time to time.
Dated: May 11, 1995
Revised: November 4, 1999
POWER OF ATTORNEY
The undersigned hereby constitute and appoint Margaret W. Chambers, Marie
E. Connolly, Douglas C. Conroy, Frederick C. Dey, Christopher J. Kelley,
Kathleen K. Morrisey, Stephanie Pierce, Elba Vasquez, and Karen Jacoppo-Wood,
and each of them, with full power to act without the other, his or her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her, and in his or her name, place and stead, in any
and all capacities (until revoked in writing) to sign any and all amendments to
the Registration Statement of Dreyfus LifeTime Portfolios, Inc. (including
post-effective amendments and amendments thereto), and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Joseph S. DiMartino June 1, 1999
- ------------------------------
Joseph S. DiMartino
/s/ Lucy Wilson Benson June 1, 1999
- ------------------------------
Lucy Wilson Benson
/s/ David W. Burke June 1, 1999
- ------------------------------------
David W. Burke
/s/ Martin D. Fife June 1, 1999
- ------------------------------------
Martin D. Fife
/s/ Whitney I. Gerard June 1, 1999
- ------------------------------------
Whitney I. Gerard
/s/ Robert R. Glauber June 1, 1999
- ------------------------------------
Robert R. Glauber (except DLA and SIGF)
/s/ Ambassador Arthur A. Hartman June 1, 1999
- ------------------------------------
Ambassador Arthur A. Hartman
/s/ George L. Perry June 1, 1999
- ------------------------------------
George L. Perry
/s/ Paul D. Wolfowitz June 1, 1999
Paul D. Wolfowitz (except WDMMF)
DREYFUS LIFETIME PORTFOLIOS, INC.
ASSISTANT SECRETARY'S CERTIFICATE
I, Stephanie D. Pierce, Vice President and Assistant Secretary of Dreyfus
LifeTime Portfolios, Inc. (the "Fund"), hereby certifies that set forth below is
a copy of the resolution adopted by the Fund's Board members by Unanimous
Written Consent dated June 1, 1999.
RESOLVED, that the following persons be, and they hereby are, elected to
the offices set forth opposite their respective names, to serve at the
pleasure of the Fund's Board:
President and Treasurer Marie E. Connolly
Vice President and Secretary Margaret W. Chambers
Vice President and Assistant Treasurer John P. Covino
Vice President and Assistant Treasurer Mary A. Nelson
Vice President and Assistant Treasurer George A. Rio
Vice President and Assistant Treasurer Joseph F. Tower, III
Vice President, Assistant Treasurer and Frederick C. Dey
Assistant Secretary
Vice President, Assistant Treasurer and Stephanie Pierce
Assistant Secretary
Vice President and Assistant Secretary Douglas C. Conroy
Vice President and Assistant Secretary Christopher J. Kelley
Vice President and Assistant Secretary Kathleen K. Morrisey
Vice President and Assistant Secretary Elba Vasquez
Vice President and Assistant Secretary Karen Jacoppo-Wood
; and be it further
RESOLVED, that the Registration Statement and any and all amendments
and supplements thereto may be signed by any one of Margaret W. Chambers,
Marie E. Connolly, Douglas C. Conroy, Frederick C. Dey, Christopher J.
Kelley, Kathleen K. Morrisey, Stephanie Pierce, Elba Vasquez, nd Karen
Jacoppo-Wood, as the attorney-in-fact for the proper officers of the Fund,
with full power of substitution and resubstitution; and that the
appointment of each of such persons as such attorney-in-fact, and each of
them, shall have the full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection with
such Registration Statement and any and all amendments and supplements
thereto, as fully to all intents and purposes as the officer, for whom he
or she is acting as attorney-in-fact, might or could do in person.
Stephanie D. Pierce
Vice President, Assistant Secretary
and Assistant Treasurer
