File No. 33-51061
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 3 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940 [X]
Amendment No. 3 [X]
(Check appropriate box or boxes.)
DREYFUS FOCUS FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)
c/o The Dreyfus Corporation
200 Park Avenue, New York, New York 10166
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212)
922-6000
Daniel C. Maclean III, Esq.
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check
appropriate box)
_____ immediately upon filing pursuant to paragraph (b) of
Rule 485
_____ on pursuant to paragraph (b) of Rule 485
_____ 60 days after filing pursuant to paragraph (a) of Rule
485
X on September 30, 1995 pursuant to paragraph (a)(2) of Rule
485
- -----
Registrant has registered an indefinite number of shares of
its common stock under the Securities Act of 1933 pursuant to
Section 24(f) of the Investment Company Act of 1940.
Registrant's Rule 24f-2 Notice for the fiscal year ended October
31, 1994 was filed on December 29, 1994.
DREYFUS FOCUS FUNDS, INC.
Dreyfus Aggressive Growth Portfolio
Cross-Reference Sheet Pursuant to Rule 495(a)
Items in
Part A of
Form N-1A Caption Page
_________ _______
1 Cover Page Cover
2 Synopsis 2
3 Condensed Financial Information 3
4 General Description of Registrant 3, 23
5 Management of the Fund 6
5(a) Management's Discussion of Fund's Performance *
6 Capital Stock and Other Securities 23
7 Purchase of Securities Being Offered 8
8 Redemption or Repurchase 16
9 Pending Legal Proceedings *
DREYFUS FOCUS FUNDS, INC.
Dreyfus Aggressive Value Portfolio
Cross-Reference Sheet Pursuant to Rule 495(a)
Items in
Part A of
Form N-1A Caption Page
1 Cover Page Cover
2 Synopsis 2
3 Condensed Financial Information 3
4 General Description of Registrant 3, 23
5 Management of the Fund 6
5(a) Management's Discussion of Fund Performance *
6 Capital Stock and Other Securities 23
7 Purchase of Securities Being Offered 8
8 Redemption or Repurchase 16
9 Pending Legal Proceedings *
DREYFUS FOCUS FUNDS, INC.
Dreyfus International Growth Portfolio
Cross-Reference Sheet Pursuant to Rule 495(a)
Items in
Part A of
Form N-1A Caption Page
1 Cover Page Cover
2 Synopsis 2
3 Condensed Financial Information 3
4 General Description of Registrant 3, 23
5 Management of the Fund 7
5(a) Management's Discussion of Fund Performance *
6 Capital Stock and Other Securities 23
7 Purchase of Securities Being Offered 8
8 Redemption or Repurchase 17
9 Pending Legal Proceedings *
DREYFUS FOCUS FUNDS, INC.
Dreyfus International Value Portfolio
Cross-Reference Sheet Pursuant to Rule 495(a)
Items in
Part A of
Form N-1A Caption Page
1 Cover Page Cover
2 Synopsis 2
3 Condensed Financial Information 3
4 General Description of Registrant 3, 23
5 Management of the Fund 6
5(a) Management's Discussion of Fund Performance *
6 Capital Stock and Other Securities 23
7 Purchase of Securities Being Offered 8
8 Redemption or Repurchase 16
9 Pending Legal Proceedings *
Items in
Part B of
Form N-1A All Portfolios
10 Cover Page B-1
11 Table of Contents B-1
12 General Information and History B-36
13 Investment Objectives and Policies B-3
14 Management of the Fund B-16
15 Control Persons and Principal B-19
Holders of Securities
16 Investment Advisory and Other B-19
Services
DREYFUS FOCUS FUNDS, INC.
Cross-Reference Sheet Pursuant to Rule 495(a)
(continued)
Items in
Part B of
Form N-1A Caption Page
17 Brokerage Allocation B-34
18 Capital Stock and Other Securities B-36
19 Purchase, Redemption and Pricing B-22, 25, 30
of Securities Being Offered
20 Tax Status *
21 Underwriters B-1, 22
22 Calculations of Performance Data B-36
23 Financial Statements B-38
Items in
Part C of
Form N-1A All Portfolios
24 Financial Statements and Exhibits C-1
25 Persons Controlled by or Under C-4
Common Control with Registrant
26 Number of Holders of Securities C-4
27 Indemnification C-4
28 Business and Other Connections of C-5
Investment Adviser
29 Principal Underwriters C-11
30 Location of Accounts and Records C-14
31 Management Services C-14
32 Undertakings C-14
____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
PROSPECTUS SEPTEMBER , 1995
DREYFUS GROWTH AND VALUE FUNDS, INC.
DREYFUS AGGRESSIVE GROWTH
Dreyfus Growth and Value Funds, Inc. (the "Fund") is
an open-end, management investment company, known as a mutual
fund. The Fund permits you to invest in separate portfolios.
By this Prospectus, shares of Dreyfus Aggressive Growth (the
"Portfolio"), a diversified portfolio, are being offered. The
Portfolio's investment objective is capital appreciation. It
will seek to achieve this investment objective by investing
principally in a portfolio of publicly-traded equity securities
of U.S. issuers which would be characterized as "growth"
companies according to criteria established by The Dreyfus
Corporation.
The Dreyfus Corporation will professionally manage the
Portfolio.
You can invest, reinvest or redeem shares at any time
without charge or penalty imposed by the Fund.
This Prospectus sets forth concisely information about
the Portfolio that you should know before investing. It should
be read and retained for future reference.
The Statement of Additional Information, dated
September __, 1995, which may be revised from time to time,
provides a further discussion of certain areas in this
Prospectus and other matters which may be of interest to some
investors. It has been filed with the Securities and Exchange
Commission and is incorporated herein by reference. For a free
copy, write to the Fund at 144 Glenn Curtiss Boulevard,
Uniondale, New York 11556-0144, or call 1-800-645-6561. When
telephoning, ask for Operator 144.
Mutual fund shares are not deposits or obligations of,
or guaranteed or endorsed by, any bank, and are not federally
insured by the Federal Deposit Insurance Corporation, the
Federal Reserve Board or any other agency. The net asset value
of funds of this type will fluctuate from time to time.
TABLE OF CONTENTS
Page
Annual Fund Operating Expenses. . . . . . . .
Description of the Fund . . . . . . . . . . .
Management of the Fund. . . . . . . . . . . .
How to Buy Shares . . . . . . . . . . . . . .
Shareholder Services. . . . . . . . . . . . .
How to Redeem Shares . . . . . . . . . . . .
Shareholder Services Plan . . . . . . . . . .
Dividends, Distributions and Taxes. . . . . .
Performance Information . . . . . . . . . . .
General Information . . . . . . . . . . . . .
Appendix. . . . . . . . . . . . . . . . . . .
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
Management Fees . . . . . . . . . . . . . . .75%
Other Expenses. . . . . . . . . . . . . . . __%
Total Portfolio Operating
Expenses. . . . . . . . . . . . . . . . . __%
Example:
You would pay the following
expenses on a $1,000
investment, assuming (1) 5% 1 Year 3 Years
annual return and (2) redemption
at the end of each time period: $ $
The amounts listed in the example should not be
considered as representative of future expenses and actual
expenses may be greater or less than those indicated. Moreover,
while the example assumes a 5% annual return, the Portfolio's
actual performance will vary and may result in an actual return
greater or less than 5%.
The purpose of the foregoing table is to assist you in
understanding the costs and expenses borne by the Portfolio, the
payment of which will reduce investors' annual return. Other
Expenses and Total Portfolio Operating Expenses are based on
estimated amounts for the current fiscal year. The information
in the foregoing table does not reflect any fee waivers or
expense reimbursement arrangements that may be in effect. You
can purchase Portfolio shares without charge directly from the
Fund's distributor; a nominal fee may be charged if transactions
in Portfolio shares are effected through a securities dealer,
bank or other financial institution. For a further description
of the various costs and expenses incurred in the operation of
the Portfolio, as well as expense reimbursement or waiver
arrangements, see "Management of the Fund," "How to Buy Shares"
and "Shareholder Services Plan."
DESCRIPTION OF THE FUND
General
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 Investment Company
Act of 1940 and for other purposes. A shareholder of one
portfolio is not deemed to be a shareholder of any other
portfolio. As described below, for certain matters Fund
shareholders vote together as a group; as to others they vote
separately by portfolio. By this Prospectus, shares of the
Portfolio are being offered. Other portfolios are sold pursuant
to other offering documents. See "General Information."
Investment Objective
The Portfolio's investment objective is capital
appreciation, which cannot be changed without approval by the
holders of a majority (as defined in the Investment Company Act
of 1940) of the Portfolio's outstanding voting shares. There
can be no assurance that the Portfolio's investment objective
will be achieved.
Management Policies
The Portfolio anticipates that at least 65% of the
value of its total assets (except when maintaining a temporary
defensive position) will be invested in equity securities
principally of U.S. issuers which would be characterized as
"growth" companies according to criteria established by The
Dreyfus Corporation. The Portfolio's securities selections
generally will be made without regard to an issuer's market
capitalization. Equity securities consist of common stocks and
preferred stocks.
To manage the Portfolio, The Dreyfus Corporation
classifies issuers as "growth" or "value" companies. In
general, The Dreyfus Corporation believes that companies with
relatively low price to book ratios, low price to earnings
ratios and higher than average dividend payments in relation to
price should be classified as value companies. Alternatively,
companies which have above average earnings or sales growth and
retention of earnings and command higher price to earnings
ratios fit the more classic growth description.
While seeking desirable equity investments, the
Portfolio may invest in money market instruments consisting of
U.S. Government securities, certificates of deposit, time
deposits, bankers' acceptances, short-term investment grade
corporate bonds and other short-term debt instruments, and
repurchase agreements, as set forth under "Appendix--Certain
Portfolio Securities--Money Market Instruments." Under normal
market conditions, the Portfolio does not expect to have a
substantial portion of its assets invested in money market
instruments. However, when The Dreyfus Corporation determines
that adverse market conditions exist, the Portfolio may adopt a
temporary defensive posture and invest all of its assets in
money market instruments.
In an effort to increase returns, the Portfolio
expects to trade actively and that the annual portfolio turnover
rate could exceed ___%. Higher portfolio turnover rates usually
generate additional brokerage commissions and expenses and the
short-term gains realized from these transactions are taxable to
shareholders as ordinary income. In addition, the Portfolio
currently intends, to a limited extent, to engage in options and
futures transactions and short-selling. See also "Investment
Considerations and Risks" below and "Investment Objective and
Management Policies--Management Policies" in the Fund's
Statement of Additional Information.
Investment Considerations and Risks
General--The Portfolio's net asset value per share should be
expected to fluctuate. Investors should consider the Portfolio
as a supplement to an overall investment program and should
invest only if they are willing to undertake the risks involved.
See "Investment Objective and Management Policies--Management
Policies" in the Fund's Statement of Additional Information for
a further discussion of certain risks.
Equity Securities--Equity securities fluctuate in value, often
based on factors unrelated to the value of the issuer of the
securities, and such fluctuations can be pronounced. Changes in
the value of the Portfolio's investments will result in changes
in the value of its shares and thus the Portfolio's total return
to investors.
The securities of the smaller companies in which the
Portfolio may invest may be subject to more abrupt or erratic
market movements than larger, more-established companies,
because these securities typically are traded in lower volume
and the issuers typically are more subject to changes in
earnings and prospects.
Use of Derivatives--The Portfolio may invest, to a limited
extent, in derivatives ("Derivatives"). These are financial
instruments, which derive their performance, at least in part,
from the performance of an underlying asset, index or interest
rate. The Derivatives the Portfolio may use include options and
futures. While Derivatives can be used effectively in
furtherance of the Portfolio's investment objective, under
certain market conditions they can increase the volatility of
the Portfolio's net asset value, can decrease the liquidity of
the Portfolio's investments and make more difficult the accurate
pricing of the Portfolio's portfolio. See "Investment Objective
and Management Policies--Management Policies--Derivatives" in
the Fund's Statement of Additional Information.
Simultaneous Investments--Investment decisions for the Portfolio
are made independently from those of the other investment
companies advised by The Dreyfus Corporation. If, however, such
other investment companies desire to invest in, or dispose of,
the same securities as the Portfolio, available investments or
opportunities for sales will be allocated equitably to each
investment company. In some cases, this procedure may adversely
affect the size of the position obtained for or disposed of by
the Portfolio or the price paid or received by the Portfolio.
MANAGEMENT OF THE FUND
The Dreyfus Corporation, located at 200 Park Avenue,
New York, New York 10166, was formed in 1947 and serves as the
Portfolio's investment adviser. The Dreyfus Corporation is a
wholly-owned subsidiary of Mellon Bank, N.A., which is a wholly-
owned subsidiary of Mellon Bank Corporation ("Mellon"). As of
________, 1995, The Dreyfus Corporation managed or administered
approximately $__ billion in assets for more than ___ million
investor accounts nationwide.
The Dreyfus Corporation supervises and assists in the
overall management of the Fund's affairs under a Management
Agreement with the Fund, subject to the authority of the Fund's
Board in accordance with Maryland law. The Portfolio's primary
portfolio manager is [Description to Come]. The Portfolio's
other portfolio managers are identified in the Fund's Statement
of Additional Information. The Dreyfus Corporation also
provides research services for the Fund and for other funds
advised by The Dreyfus Corporation through a professional staff
of portfolio managers and securities analysts.
Mellon is a publicly owned multibank holding company
incorporated under Pennsylvania law in 1971 and registered under
the Federal Bank Holding Company Act of 1956, as amended.
Mellon provides a comprehensive range of financial products and
services in domestic and selected international markets. Mellon
is among the twenty-five largest bank holding companies in the
United States based on total assets. Mellon's principal
wholly-owned subsidiaries are Mellon Bank, N.A., Mellon Bank
(DE) National Association, Mellon Bank (MD), The Boston Company,
Inc., AFCO Credit Corporation and a number of companies known as
Mellon Financial Services Corporations. Through its
subsidiaries, including The Dreyfus Corporation, Mellon managed
more than $_____ billion in assets as of _________, 1995,
including approximately $__ billion in mutual fund assets. As
of ________, 1995, Mellon, through various subsidiaries,
provided non-investment services, such as custodial or
administration services, for more than $___ billion in assets,
including $___ billion in mutual fund assets.
Under the terms of the Management Agreement, the Fund
has agreed to pay The Dreyfus Corporation a monthly fee at the
annual rate of .75 of 1% of the value of the Portfolio's average
daily net assets. The management fee is higher than that paid
by most other investment companies. From time to time, The
Dreyfus Corporation may waive receipt of its fees and/or
voluntarily assume certain expenses of the Portfolio, which
would have the effect of lowering the expense ratio of the
Portfolio and increasing yield to investors. The Fund will not
pay The Dreyfus Corporation at a later time for any amounts it
may waive, nor will the Fund reimburse The Dreyfus Corporation
for any amounts it may assume.
All expenses incurred in the operation of the Fund will
be borne by the Fund, except to the extent specifically assumed
by The Dreyfus Corporation. The expenses to be borne by the
Fund will include: organizational costs, taxes, interest, loan
commitment fees, interest and distributions paid on securities
sold short, brokerage fees and commissions, if any, fees of
Board members, Securities and Exchange Commission fees, state
Blue Sky qualification fees, advisory fees, charges of
custodians, transfer and dividend disbursing agents' fees,
certain insurance premiums, industry association fees, outside
auditing and legal expenses, costs of independent pricing
services, costs of maintaining the Fund's existence, costs
attributable to investor services (including, without
limitation, telephone and personnel expenses), costs of
preparing and printing prospectuses and statements of additional
information for regulatory purposes and for distribution to
existing shareholders, costs of shareholders' reports and
meetings, and any extraordinary expenses. Expenses attributable
to the Portfolio are charged against the assets of the
Portfolio; other expenses of the Fund are allocated among the
Fund's portfolios on the basis determined by the Board,
including, but not limited to, proportionately in
relation to the net assets of each portfolio.
The Dreyfus Corporation may pay the Fund's distributor
for shareholder services from The Dreyfus Corporation's own
assets, including past profits but not including the management
fee paid by the Fund. The Fund's distributor may use part or
all of such payments to pay securities dealers or others in
respect of these services.
The Fund's distributor is Premier Mutual Fund
Services, Inc. (the "Distributor"), located at One Exchange
Place, Boston, Massachusetts 02109. The Distributor's ultimate
parent is Boston Institutional Group, Inc.
The Shareholder Services Group, Inc., a subsidiary of
First Data Corporation, P.O. Box 9671, Providence, Rhode Island
02940-9671, is the Fund's Transfer and Dividend Disbursing Agent
(the "Transfer Agent"). The Bank of New York, 90 Washington
Street, New York, New York 10286, is the Fund's Custodian.
HOW TO BUY SHARES
Portfolio shares are sold without a sales charge. You
may be charged a nominal fee if you effect transactions in
Portfolio shares through a securities dealer, bank or other
financial institution (collectively, "Service Agents"). Stock
certificates are issued only upon your written request. No
certificates are issued for fractional shares. The Fund
reserves the right to reject any purchase order.
The minimum initial investment is $2,500, or $1,000 if
you are a client of a Service Agent which has made an aggregate
minimum initial purchase for its customers of $2,500.
Subsequent investments must be at least $100. The initial
investment must be accompanied by the Fund's Account
Application. For full-time or part-time employees of The
Dreyfus Corporation or any of its affiliates or subsidiaries,
directors of The Dreyfus Corporation, Board members of a fund
advised by The Dreyfus Corporation, including members of the
Fund's Board, or the spouse or minor child of any of the
foregoing, the minimum initial investment is $1,000. For
full-time or part-time employees of The Dreyfus Corporation or
any of its affiliates or subsidiaries who elect to have a
portion of their pay directly deposited into their
Fund account, the minimum initial investment is $50. The Fund
reserves the right to offer Portfolio shares without regard to
minimum purchase requirements to employees participating in
certain qualified or non-qualified employee benefit plans or
other programs where contributions or account information can be
transmitted in a manner and form acceptable to the Fund. The
Fund reserves the right to vary further the initial and
subsequent investment minimum requirements at any time.
You may purchase Portfolio shares by check or wire, or
through the Dreyfus TeleTransfer Privilege described below.
Checks should be made payable to "The Dreyfus Family of Funds,"
or, if for Dreyfus retirement plan accounts, to "The Dreyfus
Trust Company, Custodian" and should specify the Portfolio in
which you are investing. Payments to open new accounts which
are mailed should be sent to The Dreyfus Family of Funds, P.O.
Box 9387, Providence, Rhode Island 02940-9387, together with
your Account Application. For subsequent investments, your Fund
account number should appear on the check and an investment slip
should be enclosed and sent to The Dreyfus Family of Funds, P.O.
Box 105, Newark, New Jersey 07101-0105. For Dreyfus retirement
plan accounts, both initial and subsequent investments should be
sent to The Dreyfus Trust Company, Custodian, P.O. Box 6427,
Providence, Rhode Island 02940-6427. Neither initial nor
subsequent investments should be made by third party check.
Purchase orders may be delivered in person only to a Dreyfus
Financial Center. These orders will be forwarded to the Fund
and will be processed only upon receipt thereby. For the
location of the nearest Dreyfus Financial Center, please call
one of the telephone numbers listed under "General Information."
Wire payments may be made if your account is in a
commercial bank that is a member of the Federal Reserve System
or any other bank having a correspondent bank in New York City.
Immediately available funds may be transmitted by wire to The
Bank of New York, DDA# 89000_____/Dreyfus Growth and Value
Funds, Inc./Dreyfus Aggressive Growth, for purchase of Portfolio
shares in your name. The wire must include your Fund account
number (for new accounts, your Taxpayer Identification Number
("TIN") should be included instead), account registration and
dealer number, if applicable. If your initial purchase of
Portfolio shares is by wire, you should call 1-800-645-6561
after completing your wire payment to obtain your Fund account
number. You should include your Fund account number on the
Fund's Account Application and promptly mail the Account
Application to the Fund, as no redemptions will be permitted
until the Account Application is received. You may obtain
further information about remitting funds in this manner from
your bank. All payments should be made in U.S. dollars and, to
avoid fees and delays, should be drawn only on U.S. banks. A
charge will be imposed if any check used for investment in your
account does not clear. The Fund makes available to certain
large institutions the ability to issue purchase instructions
through compatible computer facilities.
Subsequent investments also may be made by electronic
transfer of funds from an account maintained in a bank or other
domestic financial institution that is an Automated Clearing
House member. You must direct the institution to transmit
immediately available funds through the Automated Clearing House
to The Bank of New York with instructions to credit your Fund
account. The instructions must specify your Fund account
registration and Fund account number preceded by the digits
"1111."
The Distributor may pay dealers a fee of up to .5% of
the amount invested through such dealers in Portfolio shares by
employees participating in qualified or non-qualified employee
benefit plans or other programs where (i) the employers or
affiliated employers maintaining such plans or programs have a
minimum of 250 employees eligible for participation in such
plans or programs or (ii) such plan's or program's aggregate
investment in the Dreyfus Family of Funds or certain other
products made available by the Distributor to such plans or
programs exceeds one million dollars ("Eligible Benefit Plans").
All present holdings of shares of funds in the Dreyfus Family of
Funds by Eligible Benefit Plans will be aggregated to determine
the fee payable with respect to each purchase of Portfolio
shares.
The Distributor reserves the right to cease paying these fees at
any time. The Distributor will pay such fees from its own
funds, other than amounts received from the Portfolio, including
past profits or any other source available to it.
Portfolio shares are sold on a continuous basis at net
asset value per share next determined after an order in proper
form is received by the Transfer Agent or other agent. Net
asset value per share is determined as of the close of trading
on the floor of the New York Stock Exchange (currently 4:00
p.m., New York time), on each day the New York Stock Exchange is
open for business. For purposes of determining net asset value,
options and futures contracts will be valued 15 minutes after
the close of trading on the floor of the New York Stock
Exchange. Net asset value per share is computed by dividing the
value of the Portfolio's net assets (i.e., the value of its
assets less liabilities) by the total number of Portfolio shares
outstanding. The Portfolio's investments are valued based on
market value or, where market quotations are not readily
available, based on fair value as determined in good faith by
the Fund's Board. For further information regarding the methods
employed in valuing the Portfolio's investments, see
"Determination of Net Asset Value" in the Fund's Statement of
Additional Information.
For certain institutions that have entered into
agreements with the Distributor, payment for the purchase of
Portfolio shares may be transmitted, and must be received by the
Transfer Agent, within three business days after the order is
placed. If such payment is not received within three business
days after the order is placed, the order may be canceled and
the institution could be held liable for resulting fees and/or
losses.
Federal regulations require that you provide a
certified TIN upon opening or reopening an account. See
"Dividends, Distributions and Taxes" and the Fund's Account
Application for further information concerning this requirement.
Failure to furnish a certified TIN to the Fund could subject you
to a $50 penalty imposed by the Internal Revenue Service (the
"IRS").
Dreyfus TeleTransfer Privilege
You may purchase Portfolio shares (minimum $500,
maximum $150,000 per day) by telephone if you have checked the
appropriate box and supplied the necessary information on the
Fund's Account Application or have filed a Shareholder Services
Form with the Transfer Agent. The proceeds will be transferred
between the bank account designated in one of these documents
and your Fund account. Only a bank account maintained in a
domestic financial institution which is an Automated Clearing
House member may be so designated. The Fund may modify or
terminate this Privilege at any time or charge a service fee
upon notice to shareholders. No such fee currently is
contemplated.
If you have selected the Dreyfus TeleTransfer
Privilege, you may request a Dreyfus TeleTransfer purchase of
Portfolio shares by telephoning 1-800-221-4060 or, if you are
calling from overseas, call 1-401-455-3306.
SHAREHOLDER SERVICES
Fund Exchanges
You may purchase, in exchange for shares of the
Portfolio, shares of one of the Fund's other portfolios or
shares of certain other funds managed or administered by The
Dreyfus Corporation, to the extent such shares are offered for
sale in your state of residence. These funds have different
investment objectives which may be of interest to you. Fund
exchanges may be exercised twice during the calendar year as
described below. If you desire to use this service, you should
consult your Service Agent or call 1-800-645-6561 to determine
if it is available and whether any other conditions are imposed
on its use.
To request an exchange, you must give exchange
instructions to the Transfer Agent in writing or by telephone.
Before any exchange, you must obtain and should review a copy of
the current prospectus of the portfolio or fund into which the
exchange is being made. Prospectuses may be obtained by calling
1-800-645-6561. Except in the case of Personal Retirement
Plans, the shares being exchanged must have a current value of
at least $500; furthermore, when establishing a new account by
exchange, the shares being exchanged must have a value of at
least the minimum initial investment required for the fund into
which the exchange is being made. The ability to issue exchange
instructions by telephone is given to all Fund shareholders
automatically, unless you check the applicable "No" box on the
Account Application, indicating that you specifically refuse
this Privilege. The Telephone Exchange Privilege may be
established for an existing account by written request, signed
by all shareholders on the account, or by a separate signed
Shareholder Services Form, also available by calling
1-800-645-6561. If you have established the Telephone Exchange
Privilege, you may telephone exchange instructions by calling
1-800-221-4060 or, if you are calling from overseas, call
1-401-455-3306. See "How to Redeem Shares--Procedures." Upon
an exchange into a new account, the following shareholder
services and privileges, as applicable and where available, will
be automatically carried over to the fund into which the
exchange is made: Telephone Exchange Privilege, Wire Redemption
Privilege, Telephone Redemption Privilege, Dreyfus TeleTransfer
Privilege and the dividend/capital gain distribution option
(except for Dreyfus Dividend Sweep) selected by the investor.
Shares will be exchanged at the next determined net
asset value; however, a sales load may be charged with respect
to exchanges into funds sold with a sales load. If you are
exchanging into a fund that charges a sales load, you may
qualify for share prices which do not include the sales load or
which reflect a reduced sales load, if the shares of the fund
from which you are exchanging were: (a) purchased with a sales
load, (b) acquired by a previous exchange from shares of the
Fund purchased with a sales load, or (c) acquired through
reinvestment of dividends or distributions paid with respect to
the foregoing categories of shares. To qualify, at the time of
the exchange you must notify the Transfer Agent or your Service
Agent must notify the Distributor. Any such qualification is
subject to confirmation of your holdings through a check of
appropriate records. See "Shareholder Services" in the
Statement of Additional Information. No fees currently are
charged shareholders directly in connection with exchanges,
although the Fund reserves the right, upon not less than 60
days' written notice, to charge shareholders a nominal fee in
accordance with rules promulgated by the Securities and Exchange
Commission. The Fund reserves the right to reject any exchange
request in whole or in part. The availability of Fund Exchanges
may be modified or terminated at any time upon notice to
shareholders.
With respect to any shareholder who has exchanged into
and out of the Portfolio (or the reverse) twice during the
calendar year, further purchase orders (including those pursuant
to exchange instructions) relating to any shares of the
Portfolio will be rejected for the remainder of the calendar
year. Management believes that this policy will enable
shareholders to change their investment program, while
protecting the Portfolio against disruptions in portfolio
management resulting from frequent transactions by those seeking
to time market fluctuations. Exchanges made through omnibus
accounts for various retirement plans are not subject to such
limit on exchanges.
The exchange of shares of one fund for shares of
another is treated for Federal income tax purposes as a sale of
the shares given in exchange by the shareholder and, therefore,
an exchanging shareholder may realize a taxable gain or loss.
Dreyfus Auto-Exchange Privilege
Dreyfus Auto-Exchange Privilege enables you to invest
regularly (on a semi-monthly, monthly, quarterly or annual
basis), in exchange for shares of the Portfolio, in shares of
one of the Fund's other portfolios or shares of certain other
funds in the Dreyfus Family of Funds of which you are currently
an investor. The amount you designate, which can be expressed
either in terms of a specific dollar or share amount ($100
minimum), will be exchanged automatically on the first and/or
fifteenth day of the month according to the schedule you have
selected. Shares will be exchanged at the then-current net
asset value; however, a sales load may be charged with respect
to exchanges into funds sold with a sales load. See
"Shareholder Services" in the Statement of Additional
Information. The right to exercise this Privilege may be
modified or canceled by the Fund or the Transfer Agent. You may
modify or cancel your exercise of this Privilege at any time by
mailing written notification to The Dreyfus Family of Funds,
P.O. Box 9671, Providence, Rhode Island 02940-9671. The Fund
may charge a service fee for the use of this Privilege. No such
fee currently is contemplated. The exchange of shares of one
fund for shares of another is treated for Federal income tax
purposes as a sale of the shares given in exchange by the
shareholder and, therefore, an exchanging shareholder may
realize a taxable gain or loss. For more information concerning
this Privilege and the funds in the Dreyfus Family of Funds
eligible to participate in this Privilege, or to obtain a
Dreyfus Auto-Exchange Authorization Form, please call toll free
1-800-645-6561.
Dreyfus-Automatic Asset BuilderR
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. At your option, the account
designated by you will be debited in the specified amount, and
Portfolio shares will be purchased, once a month, on either the
first or fifteenth day, or twice a month, on both days. Only an
account maintained at a domestic financial institution which is
an Automated Clearing House member may be so designated. To
establish a Dreyfus-Automatic Asset Builder account, you must
file an authorization form with the Transfer Agent. You may
obtain the necessary authorization form by calling
1-800-645-6561. You may cancel your participation in this
Privilege or change the amount of purchase at any time by
mailing written notification to The Dreyfus Family of Funds,
P.O. Box 9671, Providence, Rhode Island 02940-9671, or, if for
Dreyfus retirement plan accounts, to The Dreyfus Trust Company,
Custodian, P.O. Box 6427, Providence, Rhode Island 02940-6427,
and the notification will be effective three business days
following receipt. The Fund may modify or terminate this
Privilege at any time or charge a service fee. No such fee
currently is contemplated.
Dreyfus Government Direct Deposit Privilege
Dreyfus Government Direct Deposit Privilege enables you
to purchase Portfolio shares (minimum of $100 and maximum of
$50,000 per transaction) by having Federal salary, Social
Security, or certain veterans', military or other payments from
the Federal government automatically deposited into your Fund
account. You may deposit as much of such payments as you elect.
To enroll in Dreyfus Government Direct Deposit, you must file
with the Transfer Agent a completed Direct Deposit Sign-Up Form
for each type of payment that you desire to include in this
Privilege. The appropriate form may be obtained by calling 1-
800-645-6561. Death or legal incapacity will terminate your
participation in this Privilege. You may elect at any time to
terminate your participation by notifying in writing the
appropriate Federal agency. The Fund may terminate your
participation upon 30 days' notice to you.
Dreyfus Payroll Savings Plan
Dreyfus Payroll Savings Plan permits you to purchase
Portfolio shares (minimum of $100 per transaction) automatically
on a regular basis. Depending upon your employer's direct
deposit program, you may have part or all of your paycheck
transferred to your existing Dreyfus account electronically
through the Automated Clearing House system at each pay period.
To establish a Dreyfus Payroll Savings Plan account, you must
file an authorization form with your employer's payroll
department. Your employer must complete the reverse side of the
form and return it to The Dreyfus Family of Funds, P.O. Box
9671, Providence, Rhode Island 02940-9671. You may obtain the
necessary authorization form by calling 1-800-645-6561. You may
change the amount of purchase or cancel the authorization only
by written notification to your employer. It is the sole
responsibility of your employer, not Dreyfus Service
Corporation, The Dreyfus Corporation, the Fund, the Transfer
Agent or any other person, to arrange for transactions under the
Dreyfus Payroll Savings Plan. The Fund may modify or terminate
this Privilege at any time or charge a service fee. No such fee
currently is contemplated.
Dreyfus Dividend Options
Dreyfus Dividend Sweep enables you to invest
automatically dividends or dividends and capital gain
distributions, if any, paid by the Portfolio in shares of
another portfolio of the Fund or shares of another fund in the
Dreyfus Family of Funds of which you are a shareholder. Shares
of the other fund will be purchased at the then-current net
asset value; however, a sales load may be charged with respect
to investments in shares of a fund sold with a sales load. If
you are investing in a fund that charges a sales load, you may
qualify for share prices which do not include the sales load or
which reflect a reduced sales load. See "Shareholder Services"
in the Statement of Additional Information. Dreyfus Dividend
ACH permits you to transfer electronically dividends or
dividends and capital gain distributions, if any, from the
Portfolio to a designated bank account. Only an account
maintained at a domestic financial institution which is an
Automated Clearing House member may be so designated. Banks may
charge a fee for this service.
For more information concerning these privileges, or to
request a Dividend Options Form, please call toll free
1-800-645-6561. You may cancel these privileges by mailing
written notification to The Dreyfus Family of Funds, P.O. Box
9671, Providence, Rhode Island 02940-9671. To select a new fund
after cancellation, you must submit a new Form. Enrollment in
or cancellation of these privileges is effective three business
days following receipt. These privileges are available only for
existing accounts and may not be used to open new accounts.
Minimum subsequent investments do not apply for Dreyfus Dividend
Sweep. The Fund may modify or terminate these privileges at any
time or charge a service fee. No such fee currently is
contemplated. Shares held under Keogh Plans, IRAs or other
retirement plans are not eligible for these privileges.
Automatic Withdrawal Plan
The Automatic Withdrawal Plan permits you to request
withdrawal of a specified dollar amount (minimum of $50) on
either a monthly or quarterly basis if you have a $5,000 minimum
account. An application for the Automatic Withdrawal Plan can
be obtained by calling 1-800-645-6561. There is a service
charge of 50 cents for each withdrawal check. The Automatic
Withdrawal Plan may be ended at any time by you, the Fund or the
Transfer Agent. Shares for which certificates have been issued
may not be redeemed through the Automatic Withdrawal Plan.
Retirement Plans
The Fund offers a variety of pension and
profit-sharing plans, including Keogh Plans, IRAs, SEP-IRAs and
IRA "Rollover Accounts," 401(k) Salary Reduction Plans and
403(b)(7) Plans. Plan support services also are available. You
can obtain details on the various plans by calling the following
numbers toll free: for Keogh Plans, please call 1-800-358-5566;
for IRAs and IRA "Rollover Accounts," please call
1-800-645-6561; for SEP-IRAs, 401(k) Salary Reduction Plans and
403(b)(7) Plans, please call 1-800-322-7880.
HOW TO REDEEM SHARES
General
You may request redemption of your shares at any time.
Redemption requests should be transmitted to the Transfer Agent
as described below. When a request is received in proper form,
the Fund will redeem the shares at the next determined net asset
value.
The Fund imposes no charges when shares are redeemed.
Service Agents may charge a nominal fee for effecting
redemptions of Portfolio shares. Any certificates representing
Portfolio shares being redeemed must be submitted with the
redemption request. The value of the shares redeemed may be
more or less than their original cost, depending upon the
Portfolio's then-current net asset value.
The Fund ordinarily will make payment for all shares
redeemed within seven days after receipt by the Transfer Agent
of a redemption request in proper form, except as provided by
the rules of the Securities and Exchange Commission. However,
if you have purchased Portfolio shares by check, by Dreyfus
TeleTransfer Privilege or through Dreyfus-Automatic Asset
Builder and subsequently submit a written redemption request to
the Transfer Agent, the redemption proceeds will be transmitted
to you promptly upon bank clearance of your purchase check,
Dreyfus TeleTransfer purchase or Dreyfus-Automatic Asset Builder
order, which may take up to eight business days or more. In
addition, the Fund will reject requests to redeem shares by wire
or telephone or pursuant to the Dreyfus TeleTransfer Privilege
for a period of eight business days after receipt by the
Transfer Agent of the purchase check, the Dreyfus TeleTransfer
purchase or the Dreyfus-Automatic Asset Builder order against
which such redemption is requested. These procedures will not
apply if your shares were purchased by wire payment, or if you
otherwise have a sufficient collected balance in your account to
cover the redemption request. Prior to the time any redemption
is effective, dividends on such shares will accrue and be
payable, and you will be entitled to exercise all other rights
of beneficial ownership. Portfolio shares will not be redeemed
until the Transfer Agent has received your Account Application.
The Fund reserves the right to redeem your account at
its option upon not less than 45 days' written notice if your
account's net asset value is $500 or less and remains so during
the notice period.
Procedures
You may redeem shares by using the regular redemption
procedure through the Transfer Agent, the Wire Redemption
Privilege, the Telephone Redemption Privilege, or the Dreyfus
TeleTransfer Privilege. The Fund makes available to certain
large institutions the ability to issue redemption instructions
through compatible computer facilities.
In addition, the Distributor or its designee will
accept orders from dealers with which it has sales agreements
for the repurchase of shares held by investors. Repurchase
orders received by the dealer prior to the close of trading on
the floor of the New York Stock Exchange on any business day and
transmitted to the Distributor or its designee prior to the
close of its business day (normally 5:15 p.m., New York time)
are effected at the price determined as of the close of trading
on the floor of the New York Stock Exchange on that day.
Otherwise, the shares will be redeemed at the next determined
net asset value. It is the responsibility of the dealer to
transmit orders on a timely basis. The dealer may charge the
investor a fee for executing the order. This repurchase
arrangement is discretionary and may be withdrawn at any time.
You may redeem shares by telephone if you have checked
the appropriate box on the Fund's Account Application or have
filed a Shareholder Services Form with the Transfer Agent. If
you select a telephone redemption privilege or telephone
exchange privilege (which is granted automatically unless you
refuse it), you authorize the Transfer Agent to act on telephone
instructions from any person representing himself or herself to
be you, and reasonably believed by the Transfer Agent to be
genuine. The Fund will require the Transfer Agent to employ
reasonable procedures, such as requiring a form of personal
identification, to confirm that instructions are genuine and, if
it does not follow such procedures, the Fund or the Transfer
Agent may be liable for any losses due to unauthorized or
fraudulent instructions. Neither the Fund nor the Transfer
Agent will be liable for following telephone instructions
reasonably believed to be genuine.
During times of drastic economic or market conditions,
you may experience difficulty in contacting the Transfer Agent
by telephone to request a redemption or exchange of Portfolio
shares. In such cases, you should consider using the other
redemption procedures described herein. Use of these other
redemption procedures may result in your redemption request
being processed at a later time than it would have been if
telephone redemption had been used. During the delay, the
Portfolio's net asset value may fluctuate.
Regular Redemption--Under the regular redemption procedure, you
may redeem shares by written request mailed to The Dreyfus
Family of Funds, P.O. Box 9671, Providence, Rhode Island
02940-9671. Redemption requests may be delivered in person only
to a Dreyfus Financial Center. These requests will be forwarded
to the Fund and will be processed only upon receipt thereby.
For the location of the nearest Dreyfus Financial Center, please
call one of the telephone numbers listed under "General
Information." Redemption requests must be signed by each
shareholder, including each owner of a joint account, and each
signature must be guaranteed. The Transfer Agent has adopted
standards and procedures pursuant to which signature-guarantees
in proper form generally will be accepted from domestic banks,
brokers, dealers, credit unions, national securities exchanges,
registered securities associations, clearing agencies and
savings associations, as well as from participants in the New
York Stock Exchange Medallion Signature Program, the Securities
Transfer Agents Medallion Program ("STAMP") and the Stock
Exchanges Medallion Program. If you have any questions with
respect to signature-guarantees, please call one of the
telephone numbers listed under "General Information."
Redemption proceeds of at least $1,000 will be wired
to any member bank of the Federal Reserve System in accordance
with a written signature-guaranteed request.
Wire Redemption Privilege--You may request by wire or telephone
that redemption proceeds (minimum $1,000) be wired to your
account at a bank which is a member of the Federal Reserve
System, or a correspondent bank if your bank is not a member.
To establish the Wire Redemption Privilege, you must check the
appropriate box and supply the necessary information on the
Fund's Account Application or file a Shareholder Services Form
with the Transfer Agent. You may direct that redemption
proceeds be paid by check (maximum $150,000 per day) made out to
the owners of record and mailed to your address. Redemption
proceeds of less than $1,000 will be paid automatically by
check. Holders of jointly registered Fund or bank accounts may
have redemption proceeds of not more than $250,000 wired within
any 30-day period. You may telephone redemption requests by
calling 1-800-221-4060 or, if you are calling from overseas,
call 1-401-455-3306. The Fund reserves the right to refuse any
redemption request, including requests made shortly after a
change of address, and may limit the amount involved or the
number of such requests. This Privilege may be modified or
terminated at any time by the Transfer Agent or the Fund. The
Fund's Statement of Additional Information sets forth
instructions for transmitting redemption requests by wire.
Shares held under Keogh Plans, IRAs or other retirement plans,
and shares for which certificates have been issued, are not
eligible for this Privilege.
Telephone Redemption Privilege--You may redeem shares (maximum
$150,000 per day) by telephone if you have checked the
appropriate box on the Fund's Account Application or have filed
a Shareholder Services Form with the Transfer Agent. The
redemption proceeds will be paid by check and mailed to your
address. You may telephone redemption instructions by calling
1-800-221-4060 or, if you are calling from overseas, call 1-401-
455-3306. The Fund reserves the right to refuse any request
made by telephone, including requests made shortly after a
change of address, and may limit the amount involved or the
number of telephone redemption requests. This Privilege may be
modified or terminated at any time by the Transfer Agent or the
Fund. Shares held under Keogh Plans, IRAs or other retirement
plans, and shares for which certificates have been issued, are
not eligible for this Privilege.
Dreyfus TeleTransfer Privilege--You may redeem shares (minimum
$500 per day) by telephone if you have checked the appropriate
box and supplied the necessary information on the Fund's Account
Application or have filed a Shareholder Services Form with the
Transfer Agent. The proceeds will be transferred between your
Fund account and the bank account designated in one of these
documents. Only such an account maintained in a domestic
financial institution which is an Automated Clearing House
member may be so designated. Redemption proceeds will be on
deposit in your account at an Automated Clearing House member
bank ordinarily two days after receipt of the redemption request
or, at your request, paid by check (maximum $150,000 per day)
and mailed to your address. Holders of jointly registered Fund
or bank accounts may redeem through the Dreyfus TeleTransfer
Privilege for transfer to their bank account not more than
$250,000 within any 30-day period. The Fund reserves the right
to refuse any request made by telephone, including requests made
shortly after a change of address, and may limit the amount
involved or the number of such requests. The Fund may modify or
terminate this Privilege at any time or charge a service fee
upon notice to shareholders. No such fee currently is
contemplated.
If you have selected the Dreyfus TeleTransfer
Privilege, you may request a Dreyfus TeleTransfer redemption of
Portfolio shares by telephoning 1-800-221-4060 or, if you are
calling from overseas, call 1-401-455-3306. Shares held under
Keogh Plans, IRAs or other retirement plans, and shares issued
in certificate form, are not eligible for this Privilege.
SHAREHOLDER SERVICES PLAN
The Portfolio has adopted a Shareholder Services Plan,
pursuant to which it pays the Distributor for the provision of
certain services to Portfolio shareholders a fee at the annual
rate of .25 of 1% of the value of the Portfolio's average daily
net assets. The services provided may include personal services
relating to shareholder accounts, such as answering shareholder
inquiries regarding the Fund and providing reports and other
information, and services related to the maintenance of
shareholder accounts. The Distributor may make payments to
Service Agents in respect of these services. The Distributor
determines the amounts to be paid to Service Agents.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Under the Internal Revenue Code of 1986, as amended
(the "Code"), the Portfolio is treated as a separate corporation
for purposes of qualification and taxation as a regulated
investment company. The Portfolio ordinarily pays dividends
from its net investment income and distributes net realized
securities gains, if any, once a year, but it may make
distributions on a more frequent basis to comply with the
distribution requirements of the Code, in all events in a manner
consistent with the provisions of the Investment Company Act of
1940. The Portfolio will not make distributions from net
realized securities gains unless capital loss carryovers, if
any, have been utilized or have expired. You may choose whether
to receive dividends and distributions in cash or to reinvest in
additional shares at net asset value. All expenses are accrued
daily and deducted before declaration of dividends to investors.
Dividends derived from net investment income, together
with distributions from net realized short-term securities gains
and all or a portion of any gains realized from the sale or
other disposition of certain market discount bonds, paid by the
Portfolio will be taxable to U.S. shareholders as ordinary
income whether received in cash or reinvested in additional
shares. Distributions from net realized long-term securities
gains of the Portfolio will be taxable to U.S. shareholders as
long-term capital gains for Federal income tax purposes,
regardless of how long shareholders have held their Portfolio
shares and whether such distributions are received in cash or
reinvested in Fund shares. The Code provides that the net
capital gain of an individual generally will not be subject to
Federal income tax at a rate in excess of 28%. Dividends and
distributions may be subject to state and local taxes.
Dividends derived from net investment income, together
with distributions from net realized short-term securities gains
and all or a portion of any gains realized from the sale or
other disposition of certain market discount bonds, paid by the
Portfolio to a foreign investor generally are subject to U.S.
nonresident withholding taxes at the rate of 30%, unless the
foreign investor claims the benefit of a lower rate specified in
a tax treaty. Distributions from net realized long-term
securities gains paid by the Portfolio to a foreign investor as
well as the proceeds of any redemptions from a foreign
investor's account, regardless of the extent to which gain or
loss may be realized, generally will not be subject to U.S.
nonresident withholding tax. However, such distributions may be
subject to backup withholding, as described below, unless the
foreign investor certifies his non-U.S. residency status.
Notice as to the tax status of your dividends and
distributions will be mailed to you annually. You also will
receive periodic summaries of your account which will include
information as to dividends and distributions from securities
gains, if any, paid during the year.
Federal regulations generally require the Fund to
withhold ("backup withholding") and remit to the U.S. Treasury
31% of dividends, distributions from net realized securities
gains and the proceeds of any redemption, regardless of the
extent to which gain or loss may be realized, paid to a
shareholder if such shareholder fails to certify either that the
TIN furnished in connection with opening an account is correct
or that such shareholder has not received notice from the IRS of
being subject to backup withholding as a result of a failure to
properly report taxable dividend or interest income on a Federal
income tax return. Furthermore, the IRS may notify the Fund to
institute backup withholding if the IRS determines a
shareholder's TIN is incorrect or if a shareholder has failed to
properly report taxable dividend and interest income on a
Federal income tax return.
A TIN is either the Social Security number or employer
identification number of the record owner of the account. Any
tax withheld as a result of backup withholding does not consti-
tute an additional tax imposed on the record owner of the
account, and may be claimed as a credit on the record owner's
Federal income tax return.
It is expected that the Portfolio will qualify as a
"regulated investment company" under the Code so long as such
qualification is in the best interests of its shareholders.
Such qualification relieves the Portfolio of any liability for
Federal income tax to the extent its earnings are distributed in
accordance with applicable provisions of the Code. The
Portfolio is subject to a non-deductible 4% excise tax, measured
with respect to certain undistributed amounts of taxable
investment income and capital gains.
You should consult your tax adviser regarding specific
questions as to Federal, state or local taxes.
PERFORMANCE INFORMATION
For purposes of advertising, performance may be
calculated on the basis of average annual total return and/or
total return.
Average annual total return is calculated pursuant to a
standardized formula which assumes that an investment was
purchased with an initial payment of $1,000 and that the
investment was redeemed at the end of a stated period of time,
after giving effect to the reinvestment of dividends and
distributions during the period. The return is expressed as a
percentage rate which, if applied on a compounded annual basis,
would result in the redeemable value of the investment at the
end of the period. Advertisements of the Portfolio's
performance will include the Portfolio's average annual total
return for one, five and ten year periods, or for shorter
periods depending upon the length of time during which the
Portfolio has operated. Computations of average annual total
return for periods of less than one year represent an
annualization of the Portfolio's actual total return for the
applicable period.
Total return is computed on a per share basis and
assumes the reinvestment of dividends and distributions. Total
return generally is expressed as a percentage rate which is
calculated by combining the income and principal changes for a
specified period and dividing by the net asset value per share
at the beginning of the period. Advertisements may include the
percentage rate of total return or may include the value of a
hypothetical investment at the end of the period which assumes
the application of the percentage rate of total return.
Performance will vary from time to time and past
results are not necessarily representative of future results.
You should remember that performance is a function of portfolio
management in selecting the type and quality of portfolio
securities and is affected by operating expenses. Performance
information, such as that described above, may not provide a
basis for comparison with other investments or other investment
companies using a different method of calculating performance.
Comparative performance information may be used from
time to time in advertising or marketing the Portfolio's shares,
including data from Lipper Analytical Services, Inc., Standard &
Poor's 500 Composite Stock Price Index, Wilshire 5000 Index, the
Dow Jones Industrial Average, Money Magazine, Morningstar, Inc.
and other industry publications.
GENERAL INFORMATION
The Fund was incorporated under Maryland law on
November 16, 1993, and commenced operations on December 29,
1993. Before ________, 1995, the Fund's name was Dreyfus Focus
Funds, Inc. The Fund is authorized to issue ___ million shares
of Common Stock (with ___ million allocated to the Portfolio),
par value $.001 per share. Each share has one vote.
Unless otherwise required by the Investment Company Act
of 1940, ordinarily it will not be necessary for the Fund to
hold annual meetings of shareholders. As a result, Fund
shareholders may not consider each year the election of Board
members or the appointment of auditors. However, pursuant to
the Fund's By-Laws, the holders of at least 10% of the shares
outstanding and entitled to vote may require the Fund to hold a
special meeting of shareholders for purposes of removing a Board
member from office or for any other purpose. Fund shareholders
may remove a Board member by the affirmative vote of a majority
of the Fund's outstanding voting shares. In addition, the 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.
To date, the Board has authorized the creation of seven
series of shares. All consideration received by the Fund for
shares of one of the series and all assets in which such
consideration is invested will belong to that series (subject
only to the rights of creditors of the Fund) and will be subject
to the liabilities related thereto. The income attributable to,
and the expenses of, one series are treated separately from
those of the other series. The Fund has the ability to create,
from time to time, new series without shareholder approval.
The Transfer Agent maintains a record of your ownership
and sends you confirmations and statements of account.
Shareholder inquiries may be made by writing to the
Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-
0144, or by calling toll free, 1-800-645-6561. In New York
City, call 1-718-895-1206; outside the U.S. and Canada, call
516-794-5452.
APPENDIX
Investment Techniques
Leverage--The Portfolio is permitted to borrow to the extent
permitted under the Investment Company Act of 1940, which
permits an investment company to borrow in an amount up to
33-1/3% of the value of such company's total assets. The
Portfolio currently intends to borrow money only for temporary
or emergency (not leveraging) purposes, in an amount up to 15%
of the value of its total assets (including the amount borrowed)
valued at the lesser of cost or market, less liabilities (not
including the amount borrowed) at the time the borrowing is
made. While borrowings exceed 5% of the Portfolio's total
assets, the Portfolio will not make any additional investments.
Certain Portfolio Securities
American Depositary Receipts--The Portfolio may invest in the
securities of foreign issuers in the form of American Depositary
Receipts ("ADRs"). 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.
Money Market Instruments--The Portfolio may invest, in the
circumstances described under "Description of the Fund--
Management Policies," in the following types of money market
instruments.
U.S. Government Securities. Securities issued or
guaranteed by the U.S. Government or its agencies or
instrumentalities include U.S. Treasury securities that differ
in their interest rates, maturities and times of issuance. Some
obligations issued or guaranteed by U.S. Government agencies and
instrumentalities are supported by the full faith and credit of
the U.S. Treasury; others, by the right of the issuer to borrow
from the Treasury; others, by discretionary authority of the
U.S. Government to purchase certain obligations of the agency or
instrumentality; and others, only by the credit of the agency or
instrumentality. These securities bear fixed, floating or
variable rates of interest. While the U.S. Government provides
financial support to such U.S. Government-sponsored agencies and
instrumentalities, no assurance can be given that it will always
do so since it is not so obligated by law.
Repurchase Agreements. In a repurchase agreement, the
Portfolio buys, and the seller agrees to repurchase, a security
at a mutually agreed upon time and price (usually within seven
days). The repurchase agreement thereby determines the yield
during the purchaser's holding period, while the seller's
obligation to repurchase is secured by the value of the
underlying security. Repurchase agreements could involve risks
in the event of a default or insolvency of the other party to
the agreement, including possible delays or restrictions upon
the Portfolio's ability to dispose of the underlying securities.
The Portfolio may enter into repurchase agreements with certain
banks or non-bank dealers.
Bank Obligations. The Portfolio may purchase
certificates of deposit, time deposits, bankers' acceptances and
other short-term obligations issued by domestic banks, foreign
subsidiaries or foreign branches of domestic banks, domestic and
foreign branches of foreign banks, domestic savings and loan
associations and other banking institutions. With respect to
such securities issued by foreign subsidiaries or foreign
branches of domestic banks, and domestic and foreign branches of
foreign banks, the Portfolio may be subject to additional
investment risks that are different in some respects from those
incurred by a fund which invests only in debt obligations of
U.S. domestic issuers.
Certificates of deposit are negotiable certificates
evidencing the obligation of a bank to repay funds deposited
with it for a specified period of time.
Time deposits are non-negotiable deposits maintained in
a banking institution for a specified period of time (in no
event longer than seven days) at a stated interest rate.
Bankers' acceptances are credit instruments evidencing
the obligation of a bank to pay a draft drawn on it by a
customer. These instruments reflect the obligation both of the
bank and the drawer to pay the face amount of the instrument
upon maturity. The other short-term obligations may include
uninsured, direct obligations bearing fixed, floating or
variable interest rates.
Commercial Paper. Commercial paper consists of short-
term, unsecured promissory notes issued to finance short-term
credit needs. The commercial paper purchased by the Portfolio
will consist only of direct obligations which, at the time of
their purchase, are (a) rated not lower than Prime-1 by Moody's
Investors Service Inc. ("Moody's") or A-1 by Standard & Poor's
Corporation ("S&P"), (b) issued by companies having an
outstanding unsecured debt issue currently rated at least A3 by
Moody's or A- by S&P, or (c) if unrated, determined by The
Dreyfus Corporation to be of comparable quality to those rated
obligations which may be purchased by the Portfolio.
Illiquid Securities--The Portfolio may invest up to 15% of the
value of its net assets in securities as to which a liquid
trading market does not exist, provided such investments are
consistent with the Portfolio's investment objective. Such
securities may include securities that are not readily
marketable, such as certain securities that are subject to legal
or contractual restrictions on resale, repurchase agreements
providing for settlement in more than seven days after notice,
and certain 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.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS AND IN THE FUND'S OFFICIAL SALES LITERATURE IN
CONNECTION WITH THE OFFER OF THE FUND'S SHARES, AND, IF GIVEN OR
MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER IN ANY STATE IN WHICH,
OR TO ANY PERSON TO WHOM, SUCH OFFERING MAY NOT LAWFULLY BE
MADE.
PROSPECTUS SEPTEMBER , 1995
DREYFUS GROWTH AND VALUE FUNDS, INC.
DREYFUS AGGRESSIVE VALUE
Dreyfus Growth and Value Funds, Inc. (the "Fund") is an
open-end, management investment company, known as a mutual fund.
The Fund permits you to invest in separate portfolios. By this
Prospectus, shares of Dreyfus Aggressive Value (the
"Portfolio"), a diversified portfolio, are being offered. The
Portfolio's investment objective is capital appreciation. It
will seek to achieve this investment objective by investing
principally in a portfolio of publicly-traded equity securities
of U.S. issuers which would be characterized as "value"
companies according to criteria established by The Dreyfus
Corporation.
The Dreyfus Corporation will professionally manage the
Portfolio.
You can invest, reinvest or redeem shares at any time
without charge or penalty imposed by the Fund.
This Prospectus sets forth concisely information about
the Portfolio that you should know before investing. It should
be read and retained for future reference.
The Statement of Additional Information, dated
September , 1995, which may be revised from time to time,
provides a further discussion of certain areas in this
Prospectus and other matters which may be of interest to some
investors. It has been filed with the Securities and Exchange
Commission and is incorporated herein by reference. For a free
copy, write to the Fund at 144 Glenn Curtiss Boulevard,
Uniondale, New York 11556-0144, or call 1-800-645-6561. When
telephoning, ask for Operator 144.
Mutual fund shares are not deposits or obligations of,
or guaranteed or endorsed by, any bank, and are not federally
insured by the Federal Deposit Insurance Corporation, the
Federal Reserve Board or any other agency. The net asset value
of funds of this type will fluctuate from time to time.
TABLE OF CONTENTS
Page
Annual Fund Operating Expenses. . . . . . . .
Description of the Fund . . . . . . . . . . .
Management of the Fund. . . . . . . . . . . .
How to Buy Shares . . . . . . . . . . . . . .
Shareholder Services. . . . . . . . . . . . .
How to Redeem Shares . . . . . . . . . . . .
Shareholder Services Plan . . . . . . . . . .
Dividends, Distributions and Taxes. . . . . .
Performance Information . . . . . . . . . . .
General Information . . . . . . . . . . . . .
Appendix. . . . . . . . . . . . . . . . . . .
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
Management Fees . . . . . . . . . . . . . . .75%
Other Expenses. . . . . . . . . . . . . . . %
Total Portfolio Operating
Expenses. . . . . . . . . . . . . . . . . %
Example:
You would pay the following
expenses on a $1,000
investment, assuming (1) 5% 1 Year 3
Years
annual return and (2) redemption
at the end of each time period: $ $
The amounts listed in the example should not be
considered as representative of future expenses and actual
expenses may be greater or less than those indicated. Moreover,
while the example assumes a 5% annual return, the Portfolio's
actual performance will vary and may result in an actual return
greater or less than 5%.
The purpose of the foregoing table is to assist you in
understanding the costs and expenses borne by the Portfolio, the
payment of which will reduce investors' annual return. Other
Expenses and Total Portfolio Operating Expenses are based on
estimated amounts for the current fiscal year. The information
in the foregoing table does not reflect any fee waivers or
expense reimbursement arrangements that may be in effect. You
can purchase Portfolio shares without charge directly from the
Fund's distributor; a nominal fee may be charged if transactions
in Portfolio shares are effected through a securities dealer,
bank or other financial institution. For a further description
of the various costs and expenses incurred in the operation of
the Portfolio, as well as expense reimbursement or waiver
arrangements, see "Management of the Fund," "How to Buy Shares"
and "Shareholder Services Plan."
DESCRIPTION OF THE FUND
General
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 Investment Company
Act of 1940 and for other purposes. A shareholder of one
portfolio is not deemed to be a shareholder of any other
portfolio. As described below, for certain matters Fund
shareholders vote together as a group; as to others they vote
separately by portfolio. By this Prospectus, shares of the
Portfolio are being offered. Other portfolios are sold pursuant
to other offering documents. See "General Information."
Investment Objective
The Portfolio's investment objective is capital
appreciation, which cannot be changed without approval by the
holders of a majority (as defined in the Investment Company Act
of 1940) of the Portfolio's outstanding voting shares. There
can be no assurance that the Portfolio's investment objective
will be achieved.
Management Policies
The Portfolio anticipates that at least 65% of the
value of its total assets (except when maintaining a temporary
defensive position) will be invested in equity securities
principally of U.S. issuers which would be characterized as
"value" companies according to criteria established by The
Dreyfus Corporation. The Portfolio's securities selections
generally will be made without regard to an issuer's market
capitalization. Equity securities consist of common stocks,
convertible securities and preferred stocks.
To manage the Portfolio, The Dreyfus Corporation
classifies issuers as "growth" or "value" companies. In
general, The Dreyfus Corporation believes that companies with
relatively low price to book ratios, low price to earnings
ratios and higher than average dividend payments in relation to
price should be classified as value companies. Alternatively,
companies which have above average earnings or sales growth and
retention of earnings and command higher price to earnings
ratios fit the more classic growth description.
While seeking desirable equity investments, the
Portfolio may invest in money market instruments consisting of
U.S. Government securities, certificates of deposit, time
deposits, bankers' acceptances, short-term investment grade
corporate bonds and other short-term debt instruments, and
repurchase agreements, as set forth under "Appendix--Certain
Portfolio Securities--Money Market Instruments." Under normal
market conditions, the Portfolio does not expect to have a
substantial portion of its assets invested in money market
instruments. However, when The Dreyfus Corporation determines
that adverse market conditions exist, the Portfolio may adopt a
temporary defensive posture and invest all of its assets in
money market instruments.
In an effort to increase returns, the Portfolio expects
to trade actively and that the annual portfolio turnover rate
could exceed ___%. Higher portfolio turnover rates usually
generate additional brokerage commissions and expenses and the
short-term gains realized from these transactions are taxable to
shareholders as ordinary income. In addition, the Portfolio
currently intends, to a limited extent, to engage in options and
futures transactions and short-selling. See also "Investment
Considerations and Risks" below and "Investment Objective and
Management Policies--Management Policies" in the Fund's
Statement of Additional Information.
Investment Considerations and Risks
General--The Portfolio's net asset value per share should be
expected to fluctuate. Investors should consider the Portfolio
as a supplement to an overall investment program and should
invest only if they are willing to undertake the risks involved.
See "Investment Objective and Management Policies--Management
Policies" in the Fund's Statement of Additional Information for
a further discussion of certain risks.
Equity Securities--Equity securities fluctuate in value, often
based on factors unrelated to the value of the issuer of the
securities, and such fluctuations can be pronounced. Changes in
the value of the Portfolio's investments will result in changes
in the value of its shares and thus the Portfolio's total return
to investors.
The securities of the smaller companies in which the
Portfolio may invest may be subject to more abrupt or erratic
market movements than larger, more-established companies,
because these securities typically are traded in lower volume
and the issuers typically are more subject to changes in
earnings and prospects.
Use of Derivatives--The Portfolio may invest, to a limited
extent, in derivatives ("Derivatives"). These are financial
instruments, which derive their performance, at least in part,
from the performance of an underlying asset, index or interest
rate. The Derivatives the Portfolio may use include options and
futures. While Derivatives can be used effectively in
furtherance of the Portfolio's investment objective, under
certain market conditions they can increase the volatility of
the Portfolio's net asset value, can decrease the liquidity of
the Portfolio's investments and make more difficult the accurate
pricing of the Portfolio's portfolio. See "Investment Objective
and Management Policies--Management Policies--Derivatives" in
the Fund's Statement of Additional Information.
Simultaneous Investments--Investment decisions for the Portfolio
are made independently from those of the other investment
companies advised by The Dreyfus Corporation. If, however, such
other investment companies desire to invest in, or dispose of,
the same securities as the Portfolio, available investments or
opportunities for sales will be allocated equitably to each
investment company. In some cases, this procedure may adversely
affect the size of the position obtained for or disposed of by
the Portfolio or the price paid or received by the Portfolio.
MANAGEMENT OF THE FUND
The Dreyfus Corporation, located at 200 Park Avenue,
New York, New York 10166, was formed in 1947 and serves as the
Portfolio's investment adviser. The Dreyfus Corporation is a
wholly-owned subsidiary of Mellon Bank, N.A., which is a wholly-
owned subsidiary of Mellon Bank Corporation ("Mellon"). As of
________, 1995, The Dreyfus Corporation managed or administered
approximately $__ billion in assets for more than ___ million
investor accounts nationwide.
The Dreyfus Corporation supervises and assists in the
overall management of the Fund's affairs under a Management
Agreement with the Fund, subject to the authority of the Fund's
Board in accordance with Maryland law. The Portfolio's primary
portfolio manager is [Description to Come]. The Portfolio's
other portfolio managers are identified in the Fund's Statement
of Additional Information. The Dreyfus Corporation also
provides research services for the Fund and for other funds
advised by The Dreyfus Corporation through a professional staff
of portfolio managers and securities analysts.
Mellon is a publicly owned multibank holding company
incorporated under Pennsylvania law in 1971 and registered under
the Federal Bank Holding Company Act of 1956, as amended.
Mellon provides a comprehensive range of financial products and
services in domestic and selected international markets. Mellon
is among the twenty-five largest bank holding companies in the
United States based on total assets. Mellon's principal
wholly-owned subsidiaries are Mellon Bank, N.A., Mellon Bank
(DE) National Association, Mellon Bank (MD), The Boston Company,
Inc., AFCO Credit Corporation and a number of companies known as
Mellon Financial Services Corporations. Through its
subsidiaries, including The Dreyfus Corporation, Mellon managed
more than $___ billion in assets as of _________, 1995,
including approximately $__ billion in mutual fund assets. As
of ________, 1995, Mellon, through various subsidiaries,
provided non-investment services, such as custodial or
administration services, for more than $__ billion in assets,
including $__ billion in mutual fund assets.
Under the terms of the Management Agreement, the Fund
has agreed to pay The Dreyfus Corporation a monthly fee at the
annual rate of .75 of 1% of the value of the Portfolio's average
daily net assets. The management fee is higher than that paid
by most other investment companies. From time to time, The
Dreyfus Corporation may waive receipt of its fees and/or
voluntarily assume certain expenses of the Portfolio, which
would have the effect of lowering the expense ratio of the
Portfolio and increasing yield to investors. The Fund will not
pay The Dreyfus Corporation at a later time for any amounts it
may waive, nor will the Fund reimburse The Dreyfus Corporation
for any amounts it may assume.
All expenses incurred in the operation of the Fund will
be borne by the Fund, except to the extent specifically assumed
by The Dreyfus Corporation. The expenses to be borne by the
Fund will include: organizational costs, taxes, interest, loan
commitment fees, interest and distributions paid on securities
sold short, brokerage fees and commissions, if any, fees of
Board members, Securities and Exchange Commission fees, state
Blue Sky qualification fees, advisory fees, charges of
custodians, transfer and dividend disbursing agents' fees,
certain insurance premiums, industry association fees, outside
auditing and legal expenses, costs of independent pricing
services, costs of maintaining the Fund's existence, costs
attributable to investor services (including, without
limitation, telephone and personnel expenses), costs of
preparing and printing prospectuses and statements of additional
information for regulatory purposes and for distribution to
existing shareholders, costs of shareholders' reports and
meetings, and any extraordinary expenses. Expenses
attributable to the Portfolio are charged against the assets of
the Portfolio; other expenses of the Fund are allocated among
the Fund's portfolios on the basis determined by the Board,
including, but not limited to, proportionately in relation to
the net assets of each portfolio.
The Dreyfus Corporation may pay the Fund's distributor
for shareholder services from The Dreyfus Corporation's own
assets, including past profits but not including the management
fee paid by the Fund. The Fund's distributor may use part or
all of such payments to pay securities dealers or others in
respect of these services.
The Fund's distributor is Premier Mutual Fund
Services, Inc. (the "Distributor"), located at One Exchange
Place, Boston, Massachusetts 02109. The Distributor's ultimate
parent is Boston Institutional Group, Inc.
The Shareholder Services Group, Inc., a subsidiary of
First Data Corporation, P.O. Box 9671, Providence, Rhode Island
02940-9671, is the Fund's Transfer and Dividend Disbursing Agent
(the "Transfer Agent"). The Bank of New York, 90 Washington
Street, New York, New York 10286, is the Fund's Custodian.
HOW TO BUY SHARES
Portfolio shares are sold without a sales charge. You
may be charged a nominal fee if you effect transactions in
Portfolio shares through a securities dealer, bank or other
financial institution (collectively, "Service Agents"). Stock
certificates are issued only upon your written request. No
certificates are issued for fractional shares. The Fund
reserves the right to reject any purchase order.
The minimum initial investment is $2,500, or $1,000 if
you are a client of a Service Agent which has made an aggregate
minimum initial purchase for its customers of $2,500.
Subsequent investments must be at least $100. The initial
investment must be accompanied by the Fund's Account
Application. For full-time or part-time employees of The
Dreyfus Corporation or any of its affiliates or subsidiaries,
directors of The Dreyfus Corporation, Board members of a fund
advised by The Dreyfus Corporation, including members of the
Fund's Board, or the spouse or minor child of any of the
foregoing, the minimum initial investment is $1,000. For
full-time or part-time employees of The Dreyfus Corporation or
any of its affiliates or subsidiaries who elect to
have a portion of their pay directly deposited into their Fund
account, the minimum initial investment is $50. The Fund
reserves the right to offer Portfolio shares without regard to
minimum purchase requirements to employees participating in
certain qualified or non-qualified employee benefit plans or
other programs where contributions or account information can be
transmitted in a manner and form acceptable to the Fund. The
Fund reserves the right to vary further the initial and
subsequent investment minimum requirements at any time.
You may purchase Portfolio shares by check or wire, or
through the Dreyfus TeleTransfer Privilege described below.
Checks should be made payable to "The Dreyfus Family of Funds,"
or, if for Dreyfus retirement plan accounts, to "The Dreyfus
Trust Company, Custodian" and should specify the Portfolio in
which you are investing. Payments to open new accounts which
are mailed should be sent to The Dreyfus Family of Funds, P.O.
Box 9387, Providence, Rhode Island 02940-9387, together with
your Account Application. For subsequent investments, your Fund
account number should appear on the check and an investment slip
should be enclosed and sent to The Dreyfus Family of Funds, P.O.
Box 105, Newark, New Jersey 07101-0105. For Dreyfus retirement
plan accounts, both initial and subsequent investments should be
sent to The Dreyfus Trust Company, Custodian, P.O. Box 6427,
Providence, Rhode Island 02940-6427. Neither initial nor
subsequent investments should be made by third party check.
Purchase orders may be delivered in person only to a Dreyfus
Financial Center. These orders will be forwarded to the Fund
and will be processed only upon receipt thereby. For the
location of the nearest Dreyfus Financial Center, please call
one of the telephone numbers listed under "General Information."
Wire payments may be made if your account is in a
commercial bank that is a member of the Federal Reserve System
or any other bank having a correspondent bank in New York City.
Immediately available funds may be transmitted by wire to The
Bank of New York, DDA# 89000_____/Dreyfus Growth and Value
Funds, Inc./Dreyfus Aggressive Value, for purchase of Portfolio
shares in your name. The wire must include your Fund account
number (for new accounts, your Taxpayer Identification Number
("TIN") should be included instead), account registration and
dealer number, if applicable. If your initial purchase of
Portfolio shares is by wire, you should call 1-800-645-6561
after completing your wire payment to obtain your Fund account
number.
You should include your Fund account number on the Fund's
Account Application and promptly mail the Account Application to
the Fund, as no redemptions will be permitted until the Account
Application is received. You may obtain further information
about remitting funds in this manner from your bank. All
payments should be made in U.S. dollars and, to avoid fees and
delays, should be drawn only on U.S. banks. A charge will be
imposed if any check used for investment in your account does
not clear. The Fund makes available to certain large
institutions the ability to issue purchase instructions through
compatible computer facilities.
Subsequent investments also may be made by electronic
transfer of funds from an account maintained in a bank or other
domestic financial institution that is an Automated Clearing
House member. You must direct the institution to transmit
immediately available funds through the Automated Clearing House
to The Bank of New York with instructions to credit your Fund
account. The instructions must specify your Fund account
registration and Fund account number preceded by the digits
"1111."
The Distributor may pay dealers a fee of up to .5% of
the amount invested through such dealers in Portfolio shares by
employees participating in qualified or non-qualified employee
benefit plans or other programs where (i) the employers or
affiliated employers maintaining such plans or programs have a
minimum of 250 employees eligible for participation in such
plans or programs or (ii) such plan's or program's aggregate
investment in the Dreyfus Family of Funds or certain other
products made available by the Distributor to such plans or
programs exceeds one million dollars ("Eligible Benefit Plans").
All present holdings of shares of funds in the Dreyfus Family of
Funds by Eligible Benefit Plans will be aggregated to determine
the fee payable with respect to each purchase of Portfolio
shares. The Distributor reserves the right to cease paying
these fees at any time. The Distributor will pay such fees from
its own funds, other than amounts received from the Portfolio,
including past profits or any other source available to it.
Portfolio shares are sold on a continuous basis at net
asset value per share next determined after an order in proper
form is received by the Transfer Agent or other agent. Net
asset value per share is determined as of the close of trading
on the floor of the New York Stock Exchange (currently 4:00
p.m., New York time), on each day the New York Stock Exchange is
open for business. For purposes of determining net asset value,
options and futures contracts will be valued 15 minutes after
the close of trading on the floor of the New York Stock
Exchange. Net asset value per share is computed by dividing the
value of the Portfolio's net assets (i.e., the value of its
assets less liabilities) by the total number of Portfolio shares
outstanding. The Portfolio's investments are valued based on
market value or, where market quotations are not readily
available, based on fair value as determined in good faith by
the Fund's Board. For further information regarding the methods
employed in valuing the Portfolio's investments, see
"Determination of Net Asset Value" in the Fund's Statement of
Additional Information.
For certain institutions that have entered into
agreements with the Distributor, payment for the purchase of
Portfolio shares may be transmitted, and must be received by the
Transfer Agent, within three business days after the order is
placed. If such payment is not received within three business
days after the order is placed, the order may be canceled and
the institution could be held liable for resulting fees and/or
losses.
Federal regulations require that you provide a
certified TIN upon opening or reopening an account. See
"Dividends, Distributions and Taxes" and the Fund's Account
Application for further information concerning this requirement.
Failure to furnish a certified TIN to the Fund could subject you
to a $50 penalty imposed by the Internal Revenue Service (the
"IRS").
Dreyfus TeleTransfer Privilege
You may purchase Portfolio shares (minimum $500,
maximum $150,000 per day) by telephone if you have checked the
appropriate box and supplied the necessary information on the
Fund's Account Application or have filed a Shareholder Services
Form with the Transfer Agent. The proceeds will be transferred
between the bank account designated in one of these documents
and your Fund account. Only a bank account maintained in a
domestic financial institution which is an Automated Clearing
House member may be so designated. The Fund may modify or
terminate this Privilege at any time or charge a service fee
upon notice to shareholders. No such fee currently is
contemplated.
If you have selected the Dreyfus TeleTransfer
Privilege, you may request a Dreyfus TeleTransfer purchase of
Portfolio shares by telephoning 1-800-221-4060 or, if you are
calling from overseas, call 1-401-455-3306.
SHAREHOLDER SERVICES
Fund Exchanges
You may purchase, in exchange for shares of the
Portfolio, shares of one of the Fund's other portfolios or
shares of certain other funds managed or administered by The
Dreyfus Corporation, to the extent such shares are offered for
sale in your state of residence. These funds have different
investment objectives which may be of interest to you. Fund
exchanges may be exercised twice during the calendar year as
described below. If you desire to use this service, you should
consult your Service Agent or call 1-800-645-6561 to determine
if it is available and whether any other conditions are imposed
on its use.
To request an exchange, you must give exchange
instructions to the Transfer Agent in writing or by telephone.
Before any exchange, you must obtain and should review a copy of
the current prospectus of the portfolio or fund into which the
exchange is being made. Prospectuses may be obtained by calling
1-800-645-6561. Except in the case of Personal Retirement
Plans, the shares being exchanged must have a current value of
at least $500; furthermore, when establishing a new account by
exchange, the shares being exchanged must have a value of at
least the minimum initial investment required for the fund into
which the exchange is being made. The ability to issue exchange
instructions by telephone is given to all Fund shareholders
automatically, unless you check the applicable "No" box on the
Account Application, indicating that you specifically refuse
this Privilege. The Telephone Exchange Privilege may be
established for an existing account by written request, signed
by all shareholders on the account, or by a separate signed
Shareholder Services Form, also available by calling
1-800-645-6561. If you have established the Telephone Exchange
Privilege, you may telephone exchange instructions by calling
1-800-221-4060 or, if you are calling from overseas, call
1-401-455-3306. See "How to Redeem Shares--Procedures." Upon
an exchange into a new account, the following shareholder
services and privileges, as applicable and where available, will
be automatically carried over to the fund into which the
exchange is made: Telephone Exchange Privilege, Wire Redemption
Privilege, Telephone Redemption Privilege, Dreyfus TeleTransfer
Privilege and the dividend/capital gain distribution option
(except for Dreyfus Dividend Sweep) selected by the investor.
Shares will be exchanged at the next determined net
asset value; however, a sales load may be charged with respect
to exchanges into funds sold with a sales load. If you are
exchanging into a fund that charges a sales load, you may
qualify for share prices which do not include the sales load or
which reflect a reduced sales load, if the shares of the fund
from which you are exchanging were: (a) purchased with a sales
load, (b) acquired by a previous exchange from shares of the
Fund purchased with a sales load, or (c) acquired through
reinvestment of dividends or distributions paid with respect to
the foregoing categories of shares. To qualify, at the time of
the exchange you must notify the Transfer Agent or your Service
Agent must notify the Distributor. Any such qualification is
subject to confirmation of your holdings through a check of
appropriate records. See "Shareholder Services" in the
Statement of Additional Information. No fees currently are
charged shareholders directly in connection with exchanges,
although the Fund reserves the right, upon not less than 60
days' written notice, to charge shareholders a nominal fee in
accordance with rules promulgated by the Securities and Exchange
Commission. The Fund reserves the right to reject any exchange
request in whole or in part. The availability of Fund Exchanges
may be modified or terminated at any time upon notice to
shareholders.
With respect to any shareholder who has exchanged into
and out of the Portfolio (or the reverse) twice during the
calendar year, further purchase orders (including those pursuant
to exchange instructions) relating to any shares of the
Portfolio will be rejected for the remainder of the calendar
year. Management believes that this policy will enable
shareholders to change their investment program, while
protecting the Portfolio against disruptions in portfolio
management resulting from frequent transactions by those seeking
to time market fluctuations. Exchanges made through omnibus
accounts for various retirement plans are not subject to such
limit on exchanges.
The exchange of shares of one fund for shares of
another is treated for Federal income tax purposes as a sale of
the shares given in exchange by the shareholder and, therefore,
an exchanging shareholder may realize a taxable gain or loss.
Dreyfus Auto-Exchange Privilege
Dreyfus Auto-Exchange Privilege enables you to invest
regularly (on a semi-monthly, monthly, quarterly or annual
basis), in exchange for shares of the Portfolio, in shares of
one of the Fund's other portfolios or shares of certain other
funds in the Dreyfus Family of Funds of which you are currently
an investor. The amount you designate, which can be expressed
either in terms of a specific dollar or share amount ($100
minimum), will be exchanged automatically on the first and/or
fifteenth day of the month according to the schedule you have
selected. Shares will be exchanged at the then-current net
asset value; however, a sales load may be charged with respect
to exchanges into funds sold with a sales load. See
"Shareholder Services" in the Statement of Additional
Information. The right to exercise this Privilege may be
modified or canceled by the Fund or the Transfer Agent. You may
modify or cancel your exercise of this Privilege at any time by
mailing written notification to The Dreyfus Family of Funds,
P.O. Box 9671, Providence, Rhode Island 02940-9671. The Fund
may charge a service fee for the use of this Privilege. No such
fee currently is contemplated. The exchange of shares of one
fund for shares of another is treated for Federal income tax
purposes as a sale of the shares given in exchange by the
shareholder and, therefore, an exchanging shareholder may
realize a taxable gain or loss. For more information concerning
this Privilege and the funds in the Dreyfus Family of Funds
eligible to participate in this Privilege, or to obtain a
Dreyfus Auto-Exchange Authorization Form, please call toll free
1-800-645-6561.
Dreyfus-Automatic Asset BuilderR
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. At your option, the account
designated by you will be debited in the specified amount, and
Portfolio shares will be purchased, once a month, on either the
first or fifteenth day, or twice a month, on both days. Only an
account maintained at a domestic financial institution which is
an Automated Clearing House member may be so designated. To
establish a Dreyfus-Automatic Asset Builder account, you must
file an authorization form with the Transfer Agent. You may
obtain the necessary authorization form by calling
1-800-645-6561. You may cancel your participation in this
Privilege or change the amount of purchase at any time by
mailing written notification to The Dreyfus Family of Funds,
P.O. Box 9671, Providence, Rhode Island 02940-9671, or, if for
Dreyfus retirement plan accounts, to The Dreyfus Trust Company,
Custodian, P.O. Box 6427, Providence, Rhode Island 02940-6427,
and the notification will be effective three business days
following receipt. The Fund may modify or terminate this
Privilege at any time or charge a service fee. No such fee
currently is contemplated.
Dreyfus Government Direct Deposit Privilege
Dreyfus Government Direct Deposit Privilege enables you
to purchase Portfolio shares (minimum of $100 and maximum of
$50,000 per transaction) by having Federal salary, Social
Security, or certain veterans', military or other payments from
the Federal government automatically deposited into your Fund
account. You may deposit as much of such payments as you elect.
To enroll in Dreyfus Government Direct Deposit, you must file
with the Transfer Agent a completed Direct Deposit Sign-Up Form
for each type of payment that you desire to include in this
Privilege. The appropriate form may be obtained by calling 1-
800-645-6561. Death or legal incapacity will terminate your
participation in this Privilege. You may elect at any time to
terminate your participation by notifying in writing the
appropriate Federal agency. The Fund may terminate your
participation upon 30 days' notice to you.
Dreyfus Payroll Savings Plan
Dreyfus Payroll Savings Plan permits you to purchase
Portfolio shares (minimum of $100 per transaction) automatically
on a regular basis. Depending upon your employer's direct
deposit program, you may have part or all of your paycheck
transferred to your existing Dreyfus account electronically
through the Automated Clearing House system at each pay period.
To establish a Dreyfus Payroll Savings Plan account, you must
file an authorization form with your employer's payroll
department. Your employer must complete the reverse side of the
form and return it to The Dreyfus Family of Funds, P.O. Box
9671, Providence, Rhode Island 02940-9671. You may obtain the
necessary authorization form by calling 1-800-645-6561. You may
change the amount of purchase or cancel the authorization only
by written notification to your employer. It is the sole
responsibility of your employer, not Dreyfus Service
Corporation, The Dreyfus Corporation, the Fund, the Transfer
Agent or any other person, to arrange for transactions under the
Dreyfus Payroll Savings Plan. The Fund may modify or terminate
this Privilege at any time or charge a service fee. No such fee
currently is contemplated.
Dreyfus Dividend Options
Dreyfus Dividend Sweep enables you to invest
automatically dividends or dividends and capital gain
distributions, if any, paid by the Portfolio in shares of
another portfolio of the Fund or shares of another fund in the
Dreyfus Family of Funds of which you are a shareholder. Shares
of the other fund will be purchased at the then-current net
asset value; however, a sales load may be charged with respect
to investments in shares of a fund sold with a sales load. If
you are investing in a fund that charges a sales load, you may
qualify for share prices which do not include the sales load or
which reflect a reduced sales load. See "Shareholder Services"
in the Statement of Additional Information. Dreyfus Dividend
ACH permits you to transfer electronically dividends or
dividends and capital gain distributions, if any, from the
Portfolio to a designated bank account. Only an account
maintained at a domestic financial institution which is an
Automated Clearing House member may be so designated. Banks may
charge a fee for this service.
For more information concerning these privileges, or
to request a Dividend Options Form, please call toll free
1-800-645-6561. You may cancel these privileges by mailing
written notification to The Dreyfus Family of Funds, P.O. Box
9671, Providence, Rhode Island 02940-9671. To select a new fund
after cancellation, you must submit a new Form. Enrollment in
or cancellation of these privileges is effective three business
days following receipt. These privileges are available only for
existing accounts and may not be used to open new accounts.
Minimum subsequent investments do not apply for Dreyfus Dividend
Sweep. The Fund may modify or terminate these privileges at any
time or charge a service fee. No such fee currently is
contemplated. Shares held under Keogh Plans, IRAs or other
retirement plans are not eligible for these privileges.
Automatic Withdrawal Plan
The Automatic Withdrawal Plan permits you to request
withdrawal of a specified dollar amount (minimum of $50) on
either a monthly or quarterly basis if you have a $5,000 minimum
account. An application for the Automatic Withdrawal Plan can
be obtained by calling 1-800-645-6561. There is a service
charge of 50 cents for each withdrawal check. The Automatic
Withdrawal Plan may be ended at any time by you, the Fund or the
Transfer Agent. Shares for which certificates have been issued
may not be redeemed through the Automatic Withdrawal Plan.
Retirement Plans
The Fund offers a variety of pension and
profit-sharing plans, including Keogh Plans, IRAs, SEP-IRAs and
IRA "Rollover Accounts," 401(k) Salary Reduction Plans and
403(b)(7) Plans. Plan support services also are available. You
can obtain details on the various plans by calling the following
numbers toll free:
for Keogh Plans, please call 1-800-358-5566; for IRAs and IRA
"Rollover Accounts," please call 1-800-645-6561; for SEP-IRAs,
401(k) Salary Reduction Plans and 403(b)(7) Plans, please call
1-800-322-7880.
HOW TO REDEEM SHARES
General
You may request redemption of your shares at any time.
Redemption requests should be transmitted to the Transfer Agent
as described below. When a request is received in proper form,
the Fund will redeem the shares at the next determined net asset
value.
The Fund imposes no charges when shares are redeemed.
Service Agents may charge a nominal fee for effecting
redemptions of Portfolio shares. Any certificates representing
Portfolio shares being redeemed must be submitted with the
redemption request. The value of the shares redeemed may be
more or less than their original cost, depending upon the
Portfolio's then-current net asset value.
The Fund ordinarily will make payment for all shares
redeemed within seven days after receipt by the Transfer Agent
of a redemption request in proper form, except as provided by
the rules of the Securities and Exchange Commission. However,
if you have purchased Portfolio shares by check, by Dreyfus
TeleTransfer Privilege or through Dreyfus-Automatic Asset
Builder and subsequently submit a written redemption request to
the Transfer Agent, the redemption proceeds will be transmitted
to you promptly upon bank clearance of your purchase check,
Dreyfus TeleTransfer purchase or Dreyfus-Automatic Asset Builder
order, which may take up to eight business days or more. In
addition, the Fund will reject requests to redeem shares by wire
or telephone or pursuant to the Dreyfus TeleTransfer Privilege
for a period of eight business days after receipt by the
Transfer Agent of the purchase check, the Dreyfus TeleTransfer
purchase or the Dreyfus-Automatic Asset Builder order against
which such redemption is requested. These procedures will not
apply if your shares were purchased by wire payment, or if you
otherwise have a sufficient collected balance in your account to
cover the redemption request. Prior to the time any redemption
is effective, dividends on such shares will accrue and be
payable, and you will be entitled to exercise all other rights
of beneficial ownership. Portfolio shares will not be redeemed
until the Transfer Agent has received your Account Application.
The Fund reserves the right to redeem your account at
its option upon not less than 45 days' written notice if your
account's net asset value is $500 or less and remains so during
the notice period.
Procedures
You may redeem shares by using the regular redemption
procedure through the Transfer Agent, the Wire Redemption
Privilege, the Telephone Redemption Privilege, or the Dreyfus
TeleTransfer Privilege. The Fund makes available to certain
large institutions the ability to issue redemption instructions
through compatible computer facilities.
In addition, the Distributor or its designee will
accept orders from dealers with which it has sales agreements
for the repurchase of shares held by investors. Repurchase
orders received by the dealer prior to the close of trading on
the floor of the New York Stock Exchange on any business day and
transmitted to the Distributor or its designee prior to the
close of its business day (normally 5:15 p.m., New York time)
are effected at the price determined as of the close of trading
on the floor of the New York Stock Exchange on that day.
Otherwise, the shares will be redeemed at the next determined
net asset value. It is the responsibility of the dealer to
transmit orders on a timely basis. The dealer may charge the
investor a fee for executing the order. This repurchase
arrangement is discretionary and may be withdrawn at any time.
You may redeem shares by telephone if you have checked
the appropriate box on the Fund's Account Application or have
filed a Shareholder Services Form with the Transfer Agent. If
you select a telephone redemption privilege or telephone
exchange privilege (which is granted automatically unless you
refuse it), you authorize the Transfer Agent to act on telephone
instructions from any person representing himself or herself to
be you, and reasonably believed by the Transfer Agent to be
genuine. The Fund will require the Transfer Agent to employ
reasonable procedures, such as requiring a form of personal
identification, to confirm that instructions are genuine and, if
it does not follow such procedures, the Fund or the Transfer
Agent may be liable for any losses due to unauthorized or
fraudulent instructions. Neither the Fund nor the Transfer
Agent will be liable for following telephone instructions
reasonably believed to be genuine.
During times of drastic economic or market conditions,
you may experience difficulty in contacting the Transfer Agent
by telephone to request a redemption or exchange of Portfolio
shares. In such cases, you should consider using the other
redemption procedures described herein. Use of these other
redemption procedures may result in your redemption request
being processed at a later time than it would have been if
telephone redemption had been used. During the delay, the
Portfolio's net asset value may fluctuate.
Regular Redemption--Under the regular redemption procedure, you
may redeem shares by written request mailed to The Dreyfus
Family of Funds, P.O. Box 9671, Providence, Rhode Island
02940-9671. Redemption requests may be delivered in person only
to a Dreyfus Financial Center. These requests will be forwarded
to the Fund and will be processed only upon receipt thereby.
For the location of the nearest Dreyfus Financial Center, please
call one of the telephone numbers listed under "General
Information." Redemption requests must be signed by each
shareholder, including each owner of a joint account, and each
signature must be guaranteed. The Transfer Agent has adopted
standards and procedures pursuant to which signature-guarantees
in proper form generally will be accepted from domestic banks,
brokers, dealers, credit unions, national securities exchanges,
registered securities associations, clearing agencies and
savings associations, as well as from participants in the New
York Stock Exchange Medallion Signature Program, the Securities
Transfer Agents Medallion Program ("STAMP") and the Stock
Exchanges Medallion Program. If you have any questions with
respect to signature-guarantees, please call one of the
telephone numbers listed under "General Information."
Redemption proceeds of at least $1,000 will be wired to
any member bank of the Federal Reserve System in accordance with
a written signature-guaranteed request.
Wire Redemption Privilege--You may request by wire or telephone
that redemption proceeds (minimum $1,000) be wired to your
account at a bank which is a member of the Federal Reserve
System, or a correspondent bank if your bank is not a member.
To establish the Wire Redemption Privilege, you must check the
appropriate box and supply the necessary information on the
Fund's Account Application or file a Shareholder Services Form
with the Transfer Agent. You may direct that redemption
proceeds be paid by check (maximum $150,000 per day) made out to
the owners of record and mailed to your address. Redemption
proceeds of less than $1,000 will be paid automatically by
check. Holders of jointly registered Fund or bank accounts may
have redemption proceeds of not more than $250,000 wired within
any 30-day period. You may telephone redemption requests by
calling 1-800-221-4060 or, if you are calling from overseas,
call 1-401-455-3306. The Fund reserves the right to refuse any
redemption request, including requests made shortly after a
change of address, and may limit the amount involved or the
number of such requests. This Privilege may be modified or
terminated at any time by the Transfer Agent or the Fund. The
Fund's Statement of Additional Information sets forth
instructions for transmitting redemption requests by wire.
Shares held under Keogh Plans, IRAs or other retirement plans,
and shares for which certificates have been issued, are not
eligible for this Privilege.
Telephone Redemption Privilege--You may redeem shares (maximum
$150,000 per day) by telephone if you have checked the
appropriate box on the Fund's Account Application or have filed
a Shareholder Services Form with the Transfer Agent. The
redemption proceeds will be paid by check and mailed to your
address. You may telephone redemption instructions by calling
1-800-221-4060 or, if you are calling from overseas, call 1-401-
455-3306. The Fund reserves the right to refuse any request
made by telephone, including requests made shortly after a
change of address, and may limit the amount involved or the
number of telephone redemption requests. This Privilege may be
modified or terminated at any time by the Transfer Agent or the
Fund. Shares held under Keogh Plans, IRAs or other retirement
plans, and shares for which certificates have been issued, are
not eligible for this Privilege.
Dreyfus TeleTransfer Privilege--You may redeem shares (minimum
$500 per day) by telephone if you have checked the appropriate
box and supplied the necessary information on the Fund's Account
Application or have filed a Shareholder Services Form with the
Transfer Agent. The proceeds will be transferred between your
Fund account and the bank account designated in one of these
documents. Only such an account maintained in a domestic
financial institution which is an Automated Clearing House
member may be so designated. Redemption proceeds will be on
deposit in your account at an Automated Clearing House member
bank ordinarily two days after receipt of the redemption request
or, at your request, paid by check (maximum $150,000 per day)
and mailed to your address. Holders of jointly registered Fund
or bank accounts may redeem through the Dreyfus TeleTransfer
Privilege for transfer to their bank account not more than
$250,000 within any 30-day period. The Fund reserves the right
to refuse any request made by telephone, including requests made
shortly after a change of address, and may limit the amount
involved or the number of such requests. The Fund may modify or
terminate this Privilege at any time or charge a service fee
upon notice to shareholders. No such fee currently is
contemplated.
If you have selected the Dreyfus TeleTransfer
Privilege, you may request a Dreyfus TeleTransfer redemption of
Portfolio shares by telephoning 1-800-221-4060 or, if you are
calling from overseas, call 1-401-455-3306. Shares held under
Keogh Plans, IRAs or other retirement plans, and shares issued
in certificate form, are not eligible for this Privilege.
SHAREHOLDER SERVICES PLAN
The Portfolio has adopted a Shareholder Services Plan,
pursuant to which it pays the Distributor for the provision of
certain services to Portfolio shareholders a fee at the annual
rate of .25 of 1% of the value of the Portfolio's average daily
net assets. The services provided may include personal services
relating to shareholder accounts, such as answering shareholder
inquiries regarding the Fund and providing reports and other
information, and services related to the maintenance of
shareholder accounts. The Distributor may make payments to
Service Agents in respect of these services. The Distributor
determines the amounts to be paid to Service Agents.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Under the Internal Revenue Code of 1986, as amended
(the "Code"), the Portfolio is treated as a separate corporation
for purposes of qualification and taxation as a regulated
investment company. The Portfolio ordinarily pays dividends
from its net investment income and distributes net realized
securities gains, if any, once a year, but it may make
distributions on a more frequent basis to comply with the
distribution requirements of the Code, in all events in a manner
consistent with the provisions of the Investment Company Act of
1940. The Portfolio will not make distributions from net
realized securities gains unless capital loss carryovers, if
any, have been utilized or have expired. You may choose whether
to receive dividends and distributions in cash or to reinvest in
additional shares at net asset value. All expenses are accrued
daily and deducted before declaration of dividends to investors.
Dividends derived from net investment income, together
with distributions from net realized short-term securities gains
and all or a portion of any gains realized from the sale or
other disposition of certain market discount bonds, paid by the
Portfolio will be taxable to U.S. shareholders as ordinary
income whether received in cash or reinvested in additional
shares. Distributions from net realized long-term securities
gains of the Portfolio will be taxable to U.S. shareholders as
long-term capital gains for Federal income tax purposes,
regardless of how long shareholders have held their Portfolio
shares and whether such distributions are received in cash or
reinvested in Fund shares. The Code provides that the net
capital gain of an individual generally will not be subject to
Federal income tax at a rate in excess of 28%. Dividends and
distributions may be subject to state and local taxes.
Dividends derived from net investment income, together
with distributions from net realized short-term securities gains
and all or a portion of any gains realized from the sale or
other disposition of certain market discount bonds, paid by the
Portfolio to a foreign investor generally are subject to U.S.
nonresident withholding taxes at the rate of 30%, unless the
foreign investor claims the benefit of a lower rate specified in
a tax treaty. Distributions from net realized long-term
securities gains paid by the Portfolio to a foreign investor as
well as the proceeds of any redemptions from a foreign
investor's account, regardless of the extent to which gain or
loss may be realized, generally will not be subject to U.S.
nonresident withholding tax. However, such distributions may be
subject to backup withholding, as described below, unless the
foreign investor certifies his non-U.S. residency status.
Notice as to the tax status of your dividends and
distributions will be mailed to you annually. You also will
receive periodic summaries of your account which will include
information as to dividends and distributions from securities
gains, if any, paid during the year.
Federal regulations generally require the Fund to
withhold ("backup withholding") and remit to the U.S. Treasury
31% of dividends, distributions from net realized securities
gains and the proceeds of any redemption, regardless of the
extent to which gain or loss may be realized, paid to a
shareholder if such shareholder fails to certify either that the
TIN furnished in connection with opening an account is correct
or that such shareholder has not received notice from the IRS of
being subject to backup withholding as a result of a failure to
properly report taxable dividend or interest income on a Federal
income tax return. Furthermore, the IRS may notify the Fund to
institute backup withholding if the IRS determines a
shareholder's TIN is incorrect or if a shareholder has failed to
properly report taxable dividend and interest income on a
Federal income tax return.
A TIN is either the Social Security number or employer
identification number of the record owner of the account. Any
tax withheld as a result of backup withholding does not consti-
tute an additional tax imposed on the record owner of the
account, and may be claimed as a credit on the record owner's
Federal income tax return.
It is expected that the Portfolio will qualify as a
"regulated investment company" under the Code so long as such
qualification is in the best interests of its shareholders.
Such qualification relieves the Portfolio of any liability for
Federal income tax to the extent its earnings are distributed in
accordance with applicable provisions of the Code. The
Portfolio is subject to a non-deductible 4% excise tax, measured
with respect to certain undistributed amounts of taxable
investment income and capital gains.
You should consult your tax adviser regarding specific
questions as to Federal, state or local taxes.
PERFORMANCE INFORMATION
For purposes of advertising, performance may be
calculated on the basis of average annual total return and/or
total return.
Average annual total return is calculated pursuant to a
standardized formula which assumes that an investment was
purchased with an initial payment of $1,000 and that the
investment was redeemed at the end of a stated period of time,
after giving effect to the reinvestment of dividends and
distributions during the period. The return is expressed as a
percentage rate which, if applied on a compounded annual basis,
would result in the redeemable value of the investment at the
end of the period. Advertisements of the Portfolio's
performance will include the Portfolio's average annual total
return for one, five and ten year periods, or for shorter
periods depending upon the length of time during which the
Portfolio has operated. Computations of average annual total
return for periods of less than one year represent an
annualization of the Portfolio's actual total return for the
applicable period.
Total return is computed on a per share basis and
assumes the reinvestment of dividends and distributions. Total
return generally is expressed as a percentage rate which is
calculated by combining the income and principal changes for a
specified period and dividing by the net asset value per share
at the beginning of the period. Advertisements may include the
percentage rate of total return or may include the value of a
hypothetical investment at the end of the period which assumes
the application of the percentage rate of total return.
Performance will vary from time to time and past
results are not necessarily representative of future results.
You should remember that performance is a function of portfolio
management in selecting the type and quality of portfolio
securities and is affected by operating expenses. Performance
information, such as that described above, may not provide a
basis for comparison with other investments or other investment
companies using a different method of calculating performance.
Comparative performance information may be used from
time to time in advertising or marketing the Portfolio's shares,
including data from Lipper Analytical Services, Inc., Standard &
Poor's 500 Composite Stock Price Index, Wilshire 5000 Index, the
Dow Jones Industrial Average, Money Magazine, Morningstar, Inc.
and other industry publications.
GENERAL INFORMATION
The Fund was incorporated under Maryland law on
November 16, 1993, and commenced operations on December 29,
1993. Before ________, 1995, the Fund's name was Dreyfus Focus
Funds, Inc. The Fund is authorized to issue ___ million shares
of Common Stock (with ___ million allocated to the Portfolio),
par value $.001 per share. Each share has one vote.
Unless otherwise required by the Investment Company Act
of 1940, ordinarily it will not be necessary for the Fund to
hold annual meetings of shareholders. As a result, Fund
shareholders may not consider each year the election of Board
members or the appointment of auditors. However, pursuant to
the Fund's By-Laws, the holders of at least 10% of the shares
outstanding and entitled to vote may require the Fund to hold a
special meeting of shareholders for purposes of removing a Board
member from office or for any other purpose. Fund shareholders
may remove a Board member by the affirmative vote of a majority
of the Fund's outstanding voting shares. In addition, the 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.
To date, the Board has authorized the creation of seven
series of shares. All consideration received by the Fund for
shares of one of the series and all assets in which such
consideration is invested will belong to that series (subject
only to the rights of creditors of the Fund) and will be subject
to the liabilities related thereto. The income attributable to,
and the expenses of, one series are treated separately from
those of the other series. The Fund has the ability to create,
from time to time, new series without shareholder approval.
The Transfer Agent maintains a record of your ownership
and sends you confirmations and statements of account.
Shareholder inquiries may be made by writing to the
Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-
0144, or by calling toll free, 1-800-645-6561. In New York
City, call 1-718-895-1206; outside the U.S. and Canada, call
516-794-5452.
APPENDIX
Investment Techniques
Leverage--The Portfolio is permitted to borrow to the extent
permitted under the Investment Company Act of 1940, which
permits an investment company to borrow in an amount up to
33-1/3% of the value of such company's total assets. The
Portfolio currently intends to borrow money only for temporary
or emergency (not leveraging) purposes, in an amount up to 15%
of the value of its total assets (including the amount borrowed)
valued at the lesser of cost or market, less liabilities (not
including the amount borrowed) at the time the borrowing is
made. While borrowings exceed 5% of the Portfolio's total
assets, the Portfolio will not make any additional investments.
Certain Portfolio Securities
American Depositary Receipts--The Portfolio may invest in the
securities of foreign issuers in the form of American Depositary
Receipts ("ADRs"). 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.
Money Market Instruments--The Portfolio may invest, in the
circumstances described under "Description of the Fund--
Management Policies," in the following types of money market
instruments.
U.S. Government Securities. Securities issued or
guaranteed by the U.S. Government or its agencies or
instrumentalities include U.S. Treasury securities that differ
in their interest rates, maturities and times of issuance. Some
obligations issued or guaranteed by U.S. Government agencies and
instrumentalities are supported by the full faith and credit of
the U.S. Treasury; others, by the right of the issuer to borrow
from the Treasury; others, by discretionary authority of the
U.S. Government to purchase certain obligations of the agency or
instrumentality; and others, only by the credit of the agency or
instrumentality. These securities bear fixed, floating or
variable rates of interest. While the U.S. Government provides
financial support to such U.S. Government-sponsored agencies and
instrumentalities, no assurance can be given that it will always
do so since it is not so obligated by law.
Repurchase Agreements. In a repurchase agreement, the
Portfolio buys, and the seller agrees to repurchase, a security
at a mutually agreed upon time and price (usually within seven
days). The repurchase agreement thereby determines the yield
during the purchaser's holding period, while the seller's
obligation to repurchase is secured by the value of the
underlying security. Repurchase agreements could involve risks
in the event of a default or insolvency of the other party to
the agreement, including possible delays or restrictions upon
the Portfolio's ability to dispose of the underlying securities.
The Portfolio may enter into repurchase agreements with certain
banks or non-bank dealers.
Bank Obligations. The Portfolio may purchase
certificates of deposit, time deposits, bankers' acceptances and
other short-term obligations issued by domestic banks, foreign
subsidiaries or foreign branches of domestic banks, domestic and
foreign branches of foreign banks, domestic savings and loan
associations and other banking institutions. With respect to
such securities issued by foreign subsidiaries or foreign
branches of domestic banks, and domestic and foreign branches of
foreign banks, the Portfolio may be subject to additional
investment risks that are different in some respects from those
incurred by a fund which invests only in debt obligations of
U.S. domestic issuers.
Certificates of deposit are negotiable certificates
evidencing the obligation of a bank to repay funds deposited
with it for a specified period of time.
Time deposits are non-negotiable deposits maintained in
a banking institution for a specified period of time (in no
event longer than seven days) at a stated interest rate.
Bankers' acceptances are credit instruments evidencing
the obligation of a bank to pay a draft drawn on it by a
customer. These instruments reflect the obligation both of the
bank and the drawer to pay the face amount of the instrument
upon maturity. The other short-term obligations may include
uninsured, direct obligations bearing fixed, floating or
variable interest rates.
Commercial Paper. Commercial paper consists of short-
term, unsecured promissory notes issued to finance short-term
credit needs. The commercial paper purchased by the Portfolio
will consist only of direct obligations which, at the time of
their purchase, are (a) rated not lower than Prime-1 by Moody's
Investors Service Inc. ("Moody's") or A-1 by Standard & Poor's
Corporation ("S&P"), (b) issued by companies having an
outstanding unsecured debt issue currently rated at least A3 by
Moody's or A- by S&P, or (c) if unrated, determined by The
Dreyfus Corporation to be of comparable quality to those rated
obligations which may be purchased by the Portfolio.
Illiquid Securities--The Portfolio may invest up to 15% of the
value of its net assets in securities as to which a liquid
trading market does not exist, provided such investments are
consistent with the Portfolio's investment objective. Such
securities may include securities that are not readily
marketable, such as certain securities that are subject to legal
or contractual restrictions on resale, repurchase agreements
providing for settlement in more than seven days after notice,
and certain 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.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS AND IN THE FUND'S OFFICIAL SALES LITERATURE IN
CONNECTION WITH THE OFFER OF THE FUND'S SHARES, AND, IF GIVEN OR
MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER IN ANY STATE IN WHICH,
OR TO ANY PERSON TO WHOM, SUCH OFFERING MAY NOT LAWFULLY BE
MADE.
<PAGE>
PROSPECTUS SEPTEMBER , 1995
DREYFUS GROWTH AND VALUE FUNDS, INC.
DREYFUS INTERNATIONAL GROWTH
Dreyfus Growth and Value Funds, Inc. (the "Fund") is an
open-end, management investment company, known as a mutual fund.
The Fund permits you to invest in separate portfolios. By this
Prospectus, shares of Dreyfus International Growth (the
"Portfolio"), a diversified portfolio, are being offered. The
Portfolio's investment objective is long-term capital growth. It
will seek to achieve this investment objective by investing
principally in a portfolio of publicly-traded equity securities
of foreign issuers which would be characterized as "growth"
companies according to criteria established by The Dreyfus
Corporation.
The Dreyfus Corporation will professionally manage the
Portfolio.
You can invest, reinvest or redeem shares at any time
without charge or penalty imposed by the Fund.
This Prospectus sets forth concisely information about
the Portfolio that you should know before investing. It should
be read and retained for future reference.
The Statement of Additional Information, dated
September __, 1995, which may be revised from time to time,
provides a further discussion of certain areas in this
Prospectus and other matters which may be of interest to some
investors. It has been filed with the Securities and Exchange
Commission and is incorporated herein by reference. For a free
copy, write to the Fund at 144 Glenn Curtiss Boulevard,
Uniondale, New York 11556-0144, or call 1-800-645-6561. When
telephoning, ask for Operator 144.
Mutual fund shares are not deposits or obligations of,
or guaranteed or endorsed by, any bank, and are not federally
insured by the Federal Deposit Insurance Corporation, the
Federal Reserve Board or any other agency. The net asset value
of funds of this type will fluctuate from time to time.
TABLE OF CONTENTS
Page
Annual Fund Operating Expenses. . . . . . . .
Description of the Fund . . . . . . . . . . .
Management of the Fund. . . . . . . . . . . .
How to Buy Shares . . . . . . . . . . . . . .
Shareholder Services. . . . . . . . . . . . .
How to Redeem Shares . . . . . . . . . . . .
Shareholder Services Plan . . . . . . . . . .
Dividends, Distributions and Taxes. . . . . .
Performance Information . . . . . . . . . . .
General Information . . . . . . . . . . . . .
Appendix. . . . . . . . . . . . . . . . . . .
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
Management Fees . . . . . . . . . . . . . . .75%
Other Expenses. . . . . . . . . . . . . . . %
Total Portfolio Operating
Expenses. . . . . . . . . . . . . . . . . %
Example:
You would pay the following
expenses on a $1,000
investment, assuming (1) 5% 1 Year 3 Years
annual return and (2) redemption
at the end of each time period: $ $
The amounts listed in the example should not be
considered as representative of future expenses and actual
expenses may be greater or less than those indicated. Moreover,
while the example assumes a 5% annual return, the Portfolio's
actual performance will vary and may result in an actual return
greater or less than 5%.
The purpose of the foregoing table is to assist you in
understanding the costs and expenses borne by the Portfolio, the
payment of which will reduce investors' annual return. Other
Expenses and Total Portfolio Operating Expenses are based on
estimated amounts for the current fiscal year. The information
in the foregoing table does not reflect any fee waivers or
expense reimbursement arrangements that may be in effect. You
can purchase Portfolio shares without charge directly from the
Fund's distributor; a nominal fee may be charged if transactions
in Portfolio shares are effected through a securities dealer,
bank or other financial institution. For a further description
of the various costs and expenses incurred in the operation of
the Portfolio, as well as expense reimbursement or waiver
arrangements, see "Management of the Fund," "How to Buy Shares"
and "Shareholder Services Plan."
DESCRIPTION OF THE FUND
General
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 Investment Company
Act of 1940 and for other purposes. A shareholder of one
portfolio is not deemed to be a shareholder of any other
portfolio. As described below, for certain matters Fund
shareholders vote together as a group; as to others they vote
separately by portfolio. By this Prospectus, shares of the
Portfolio are being offered. Other portfolios are sold pursuant
to other offering documents. See "General Information."
Investment Objective
The Portfolio's investment objective is long-term
capital growth, which cannot be changed without approval by the
holders of a majority (as defined in the Investment Company Act
of 1940) of the Portfolio's outstanding voting shares. There
can be no assurance that the Portfolio's investment objective
will be achieved.
Management Policies
The Portfolio anticipates that at least 65% of the
value of its total assets (except when maintaining a temporary
defensive position) will be invested in equity securities
principally of foreign issuers which would be characterized as
"growth" companies according to criteria established by The
Dreyfus Corporation. Under normal market conditions, the
Portfolio expects that substantially all of its assets will be
invested in securities of foreign issuers. While there are no
prescribed limits on geographic asset distribution outside the
United States, the Portfolio ordinarily will seek to invest its
assets in not less than three foreign countries. The
Portfolio's securities selections generally will be made without
regard to an issuer's market capitalization. Equity securities
consist of common stocks, convertible securities and preferred
stocks.
To manage the Portfolio, The Dreyfus Corporation
classifies issuers as "growth" or "value" companies. In
general, The Dreyfus Corporation believes that companies with
relatively low price to book ratios, low price to earnings
ratios and higher than average dividend payments in relation to
price should be classified as value companies. Alternatively,
companies which have above average earnings or sales growth and
retention of earnings and command higher price to earnings
ratios fit the more classic growth description.
The Portfolio may invest, to a limited extent, in debt
securities issued by foreign governments and securities issued
by closed-end investment companies. While seeking desirable
equity investments, the Portfolio may invest in money market
instruments consisting of U.S. Government securities,
certificates of deposit, time deposits, bankers' acceptances,
short-term investment grade corporate bonds and other short-term
debt instruments, and repurchase agreements, as set forth under
"Appendix--Certain Portfolio Securities--Money Market
Instruments." Under normal market conditions, the Portfolio
does not expect to have a substantial portion of its assets
invested in money market instruments. However, when The Dreyfus
Corporation determines that adverse market conditions exist, the
Portfolio may adopt a temporary defensive posture and invest all
of its assets in money market instruments.
The Portfolio's annual portfolio turnover rate is not
expected to exceed ___%. Higher portfolio turnover rates
usually generate additional brokerage commissions and expenses
and the short-term gains realized from these transactions are
taxable to shareholders as ordinary income. In addition, the
Portfolio currently intends, to a limited extent, to engage in
options and futures transactions, short-selling and lending
portfolio securities. See also "Investment Considerations and
Risks" below and "Investment Objective and Management
Policies--Management Policies" in the Fund's Statement of
Additional Information.
Investment Considerations and Risks
General--The Portfolio's net asset value per share should be
expected to fluctuate. Investors should consider the Portfolio
as a supplement to an overall investment program and should
invest only if they are willing to undertake the risks involved.
See "Investment Objective and Management Policies--Management
Policies" in the Fund's Statement of Additional Information for
a further discussion of certain risks.
Equity Securities--Equity securities fluctuate in value, often
based on factors unrelated to the value of the issuer of the
securities, and such fluctuations can be pronounced. Changes in
the value of the Portfolio's investments will result in changes
in the value of its shares and thus the Portfolio's total return
to investors.
The securities of the smaller companies in which the
Portfolio may invest may be subject to more abrupt or erratic
market movements than larger, more-established companies,
because these securities typically are traded in lower volume
and the issuers typically are more subject to changes in
earnings and prospects.
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 evidences of ownership of such securities
usually are held outside the United States, the Portfolio will
be subject to additional risks which include possible adverse
political and economic developments, possible seizure or
nationalization of foreign deposits and possible adoption of
governmental restrictions which might adversely affect the
payment of principal and interest on the foreign securities or
might restrict the payment of principal and interest to
investors located outside the country of the issuer, 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.
Foreign Currency Exchange--Currency exchange rates may fluctuate
significantly over short periods of time. They generally are
determined by the forces of supply and demand in the foreign
exchange markets and the relative merits of investments in
different countries, actual or perceived changes in interest
rates and other complex factors, as seen from an international
perspective. Currency exchange rates also can be affected
unpredictably by intervention by U.S. or foreign governments or
central banks, or the failure to intervene, or by currency
controls or political developments in the United States or
abroad. See "Appendix--Investment Techniques--Foreign Currency
Transactions."
Use of Derivatives--The Portfolio may invest, to a limited
extent, in derivatives ("Derivatives"). These are financial
instruments, which derive their performance, at least in part,
from the performance of an underlying asset, index or interest
rate. The Derivatives the Portfolio may use include options and
futures. While Derivatives can be used effectively in
furtherance of the Portfolio's investment objective, under
certain market conditions they can increase the volatility of
the Portfolio's net asset value, can decrease the liquidity of
the Portfolio's investments and make more difficult the accurate
pricing of the Portfolio's portfolio. See "Investment Objective
and Management Policies--Management Policies--Derivatives" in
the Fund's Statement of Additional Information.
Simultaneous Investments--Investment decisions for the Portfolio
are made independently from those of the other investment
companies advised by The Dreyfus Corporation. If, however, such
other investment companies desire to invest in, or dispose of,
the same securities as the Portfolio, available investments or
opportunities for sales will be allocated equitably to each
investment company. In some cases, this procedure may adversely
affect the size of the position obtained for or disposed of by
the Portfolio or the price paid or received by the Portfolio.
MANAGEMENT OF THE FUND
The Dreyfus Corporation, located at 200 Park Avenue,
New York, New York 10166, was formed in 1947 and serves as the
Portfolio's investment adviser. The Dreyfus Corporation is a
wholly-owned subsidiary of Mellon Bank, N.A., which is a wholly-
owned subsidiary of Mellon Bank Corporation ("Mellon"). As of
________, 1995, The Dreyfus Corporation managed or administered
approximately $__ billion in assets for more than ___ million
investor accounts nationwide.
The Dreyfus Corporation supervises and assists in the
overall management of the Fund's affairs under a Management
Agreement with the Fund, subject to the authority of the Fund's
Board in accordance with Maryland law. The Portfolio's primary
portfolio manager is [Description to Come]. The Portfolio's
other portfolio managers are identified in the Fund's Statement
of Additional Information. The Dreyfus Corporation also
provides research services for the Fund and for other funds
advised by The Dreyfus Corporation through a professional staff
of portfolio managers and securities analysts.
Mellon is a publicly owned multibank holding company
incorporated under Pennsylvania law in 1971 and registered under
the Federal Bank Holding Company Act of 1956, as amended.
Mellon provides a comprehensive range of financial products and
services in domestic and selected international markets. Mellon
is among the twenty-five largest bank holding companies in the
United States based on total assets. Mellon's principal
wholly-owned subsidiaries are Mellon Bank, N.A., Mellon Bank
(DE) National Association, Mellon Bank (MD), The Boston Company,
Inc., AFCO Credit Corporation and a number of companies known as
Mellon Financial Services Corporations. Through its
subsidiaries, including The Dreyfus Corporation, Mellon managed
more than $___ billion in assets as of _________, 1995,
including approximately $__ billion in mutual fund assets. As
of ________, 1995, Mellon, through various subsidiaries,
provided non-investment services, such as custodial or
administration services, for more than $__ billion in assets,
including $__ billion in mutual fund assets.
Under the terms of the Management Agreement, the Fund
has agreed to pay The Dreyfus Corporation a monthly fee at the
annual rate of .75 of 1% of the value of the Portfolio's average
daily net assets. The management fee is higher than that paid
by most other investment companies. From time to time, The
Dreyfus Corporation may waive receipt of its fees and/or
voluntarily assume certain expenses of the Portfolio, which
would have the effect of lowering the expense ratio of the
Portfolio and increasing yield to investors. The Fund will not
pay The Dreyfus Corporation at a later time for any amounts it
may waive, nor will the Fund reimburse The Dreyfus Corporation
for any amounts it may assume.
All expenses incurred in the operation of the Fund will
be borne by the Fund, except to the extent specifically assumed
by The Dreyfus Corporation. The expenses to be borne by the
Fund will include: organizational costs, taxes, interest, loan
commitment fees, interest and distributions paid on securities
sold short, brokerage fees and commissions, if any, fees of
Board members, Securities and Exchange Commission fees, state
Blue Sky qualification fees, advisory fees, charges of
custodians, transfer and dividend disbursing agents' fees,
certain insurance premiums, industry association fees, outside
auditing and legal expenses, costs of independent pricing
services, costs of maintaining the Fund's existence, costs
attributable to investor services (including, without
limitation, telephone and personnel expenses), costs of
preparing and printing prospectuses and statements of additional
information for regulatory purposes and for distribution to
existing shareholders, costs of shareholders'
reports and meetings, and any extraordinary expenses. Expenses
attributable to the Portfolio are charged against the assets of
the Portfolio; other expenses of the Fund are allocated among
the Fund's portfolios on the basis determined by the Board,
including, but not limited to, proportionately in relation to
the net assets of each portfolio.
The Dreyfus Corporation may pay the Fund's distributor
for shareholder services from The Dreyfus Corporation's own
assets, including past profits but not including the management
fee paid by the Fund. The Fund's distributor may use part or
all of such payments to pay securities dealers or others in
respect of these services.
The Fund's distributor is Premier Mutual Fund
Services, Inc. (the "Distributor"), located at One Exchange
Place, Boston, Massachusetts 02109. The Distributor's ultimate
parent is Boston Institutional Group, Inc.
The Shareholder Services Group, Inc., a subsidiary of
First Data Corporation, P.O. Box 9671, Providence, Rhode Island
02940-9671, is the Fund's Transfer and Dividend Disbursing Agent
(the "Transfer Agent"). The Bank of New York, 90 Washington
Street, New York, New York 10286, is the Fund's Custodian.
HOW TO BUY SHARES
Portfolio shares are sold without a sales charge. You
may be charged a nominal fee if you effect transactions in
Portfolio shares through a securities dealer, bank or other
financial institution (collectively, "Service Agents"). Stock
certificates are issued only upon your written request. No
certificates are issued for fractional shares. The Fund
reserves the right to reject any purchase order.
The minimum initial investment is $2,500, or $1,000 if
you are a client of a Service Agent which has made an aggregate
minimum initial purchase for its customers of $2,500.
Subsequent investments must be at least $100. The initial
investment must be accompanied by the Fund's Account
Application. For full-time or part-time employees of The
Dreyfus Corporation or any of its affiliates or subsidiaries,
directors of The Dreyfus Corporation, Board members of a fund
advised by The Dreyfus Corporation, including members of the
Fund's Board, or the spouse or minor child of any of the
foregoing, the minimum initial investment is $1,000. For
full-time or part-time employees of The Dreyfus
Corporation or any of its affiliates or subsidiaries who elect
to have a portion of their pay directly deposited into their
Fund account, the minimum initial investment is $50. The Fund
reserves the right to offer Portfolio shares without regard to
minimum purchase requirements to employees participating in
certain qualified or non-qualified employee benefit plans or
other programs where contributions or account information can be
transmitted in a manner and form acceptable to the Fund. The
Fund reserves the right to vary further the initial and
subsequent investment minimum requirements at any time.
You may purchase Portfolio shares by check or wire, or
through the Dreyfus TeleTransfer Privilege described below.
Checks should be made payable to "The Dreyfus Family of Funds,"
or, if for Dreyfus retirement plan accounts, to "The Dreyfus
Trust Company, Custodian" and should specify the Portfolio in
which you are investing. Payments to open new accounts which
are mailed should be sent to The Dreyfus Family of Funds, P.O.
Box 9387, Providence, Rhode Island 02940-9387, together with
your Account Application. For subsequent investments, your Fund
account number should appear on the check and an investment slip
should be enclosed and sent to The Dreyfus Family of Funds, P.O.
Box 105, Newark, New Jersey 07101-0105. For Dreyfus retirement
plan accounts, both initial and subsequent investments should be
sent to The Dreyfus Trust Company, Custodian, P.O. Box 6427,
Providence, Rhode Island 02940-6427. Neither initial nor
subsequent investments should be made by third party check.
Purchase orders may be delivered in person only to a Dreyfus
Financial Center. These orders will be forwarded to the Fund
and will be processed only upon receipt thereby. For the
location of the nearest Dreyfus Financial Center, please call
one of the telephone numbers listed under "General Information."
Wire payments may be made if your account is in a
commercial bank that is a member of the Federal Reserve System
or any other bank having a correspondent bank in New York City.
Immediately available funds may be transmitted by wire to The
Bank of New York, DDA# 89000_____/Dreyfus Growth and Value
Funds, Inc./Dreyfus International Growth, for purchase of
Portfolio shares in your name. The wire must include your Fund
account number (for new accounts, your Taxpayer Identification
Number ("TIN") should be included instead), account registration
and dealer number, if applicable. If your initial purchase of
Portfolio shares is by wire, you should call 1-800-645-6561
after completing your wire payment to obtain your Fund account
number.
You should include your Fund account number on the Fund's
Account Application and promptly mail the Account Application to
the Fund, as no redemptions will be permitted until the Account
Application is received. You may obtain further information
about remitting funds in this manner from your bank. All
payments should be made in U.S. dollars and, to avoid fees and
delays, should be drawn only on U.S. banks. A charge will be
imposed if any check used for investment in your account does
not clear. The Fund makes available to certain large
institutions the ability to issue purchase instructions through
compatible computer facilities.
Subsequent investments also may be made by electronic
transfer of funds from an account maintained in a bank or other
domestic financial institution that is an Automated Clearing
House member. You must direct the institution to transmit
immediately available funds through the Automated Clearing House
to The Bank of New York with instructions to credit your Fund
account. The instructions must specify your Fund account
registration and Fund account number preceded by the digits
"1111."
The Distributor may pay dealers a fee of up to .5% of
the amount invested through such dealers in Portfolio shares by
employees participating in qualified or non-qualified employee
benefit plans or other programs where (i) the employers or
affiliated employers maintaining such plans or programs have a
minimum of 250 employees eligible for participation in such
plans or programs or (ii) such plan's or program's aggregate
investment in the Dreyfus Family of Funds or certain other
products made available by the Distributor to such plans or
programs exceeds one million dollars ("Eligible Benefit Plans").
All present holdings of shares of funds in the Dreyfus Family of
Funds by Eligible Benefit Plans will be aggregated to determine
the fee payable with respect to each purchase of Portfolio
shares. The Distributor reserves the right to cease paying
these fees at any time. The Distributor will pay such fees from
its own funds, other than amounts received from the Portfolio,
including past profits or any other source available to it.
Portfolio shares are sold on a continuous basis at net
asset value per share next determined after an order in proper
form is received by the Transfer Agent or other agent. Net
asset value per share is determined as of the close of trading
on the floor of the New York Stock Exchange (currently 4:00
p.m., New York time), on each day the New York Stock Exchange is
open for business. For purposes of determining net asset value,
options and futures contracts will be valued 15 minutes after
the close of trading on the floor of the New York Stock
Exchange. Net asset value per share is computed by dividing the
value of the Portfolio's net assets (i.e., the value of its
assets less liabilities) by the total number of Portfolio shares
outstanding. The Portfolio's investments are valued based on
market value or, where market quotations are not readily
available, based on fair value as determined in good faith by
the Fund's Board. For further information regarding the methods
employed in valuing the Portfolio's investments, see
"Determination of Net Asset Value" in the Fund's Statement of
Additional Information.
For certain institutions that have entered into
agreements with the Distributor, payment for the purchase of
Portfolio shares may be transmitted, and must be received by the
Transfer Agent, within three business days after the order is
placed. If such payment is not received within three business
days after the order is placed, the order may be canceled and
the institution could be held liable for resulting fees and/or
losses.
Federal regulations require that you provide a
certified TIN upon opening or reopening an account. See
"Dividends, Distributions and Taxes" and the Fund's Account
Application for further information concerning this requirement.
Failure to furnish a certified TIN to the Fund could subject you
to a $50 penalty imposed by the Internal Revenue Service (the
"IRS").
Dreyfus TeleTransfer Privilege
You may purchase Portfolio shares (minimum $500,
maximum $150,000 per day) by telephone if you have checked the
appropriate box and supplied the necessary information on the
Fund's Account Application or have filed a Shareholder Services
Form with the Transfer Agent. The proceeds will be transferred
between the bank account designated in one of these documents
and your Fund account. Only a bank account maintained in a
domestic financial institution which is an Automated Clearing
House member may be so designated. The Fund may modify or
terminate this Privilege at any time or charge a service fee
upon notice to shareholders. No such fee currently is
contemplated.
If you have selected the Dreyfus TeleTransfer
Privilege, you may request a Dreyfus TeleTransfer purchase of
Portfolio shares by telephoning 1-800-221-4060 or, if you are
calling from overseas, call 1-401-455-3306.
SHAREHOLDER SERVICES
Fund Exchanges
You may purchase, in exchange for shares of the
Portfolio, shares of one of the Fund's other portfolios or
shares of certain other funds managed or administered by The
Dreyfus Corporation, to the extent such shares are offered for
sale in your state of residence. These funds have different
investment objectives which may be of interest to you. Fund
exchanges may be exercised twice during the calendar year as
described below. If you desire to use this service, you should
consult your Service Agent or call 1-800-645-6561 to determine
if it is available and whether any other conditions are imposed
on its use.
To request an exchange, you must give exchange
instructions to the Transfer Agent in writing or by telephone.
Before any exchange, you must obtain and should review a copy of
the current prospectus of the portfolio or fund into which the
exchange is being made. Prospectuses may be obtained by calling
1-800-645-6561. Except in the case of Personal Retirement
Plans, the shares being exchanged must have a current value of
at least $500; furthermore, when establishing a new account by
exchange, the shares being exchanged must have a value of at
least the minimum initial investment required for the fund into
which the exchange is being made. The ability to issue exchange
instructions by telephone is given to all Fund shareholders
automatically, unless you check the applicable "No" box on the
Account Application, indicating that you specifically refuse
this Privilege. The Telephone Exchange Privilege may be
established for an existing account by written request, signed
by all shareholders on the account, or by a separate signed
Shareholder Services Form, also available by calling
1-800-645-6561. If you have established the Telephone Exchange
Privilege, you may telephone exchange instructions by calling
1-800-221-4060 or, if you are calling from overseas, call
1-401-455-3306. See "How to Redeem Shares--Procedures." Upon
an exchange into a new account, the following shareholder
services and privileges, as applicable and where available, will
be automatically carried over to the fund into which the
exchange is made: Telephone Exchange Privilege, Wire Redemption
Privilege, Telephone Redemption Privilege, Dreyfus TeleTransfer
Privilege and the dividend/capital gain distribution option
(except for Dreyfus Dividend Sweep) selected by the investor.
Shares will be exchanged at the next determined net
asset value; however, a sales load may be charged with respect
to exchanges into funds sold with a sales load. If you are
exchanging into a fund that charges a sales load, you may
qualify for share prices which do not include the sales load or
which reflect a reduced sales load, if the shares of the fund
from which you are exchanging were: (a) purchased with a sales
load, (b) acquired by a previous exchange from shares of the
Fund purchased with a sales load, or (c) acquired through
reinvestment of dividends or distributions paid with respect to
the foregoing categories of shares. To qualify, at the time of
the exchange you must notify the Transfer Agent or your Service
Agent must notify the Distributor. Any such qualification is
subject to confirmation of your holdings through a check of
appropriate records. See "Shareholder Services" in the
Statement of Additional Information. No fees currently are
charged shareholders directly in connection with exchanges,
although the Fund reserves the right, upon not less than 60
days' written notice, to charge shareholders a nominal fee in
accordance with rules promulgated by the Securities and Exchange
Commission. The Fund reserves the right to reject any exchange
request in whole or in part. The availability of Fund Exchanges
may be modified or terminated at any time upon notice to
shareholders.
With respect to any shareholder who has exchanged into
and out of the Portfolio (or the reverse) twice during the
calendar year, further purchase orders (including those pursuant
to exchange instructions) relating to any shares of the
Portfolio will be rejected for the remainder of the calendar
year. Management believes that this policy will enable
shareholders to change their investment program, while
protecting the Portfolio against disruptions in portfolio
management resulting from frequent transactions by those seeking
to time market fluctuations. Exchanges made through omnibus
accounts for various retirement plans are not subject to such
limit on exchanges.
The exchange of shares of one fund for shares of
another is treated for Federal income tax purposes as a sale of
the shares given in exchange by the shareholder and, therefore,
an exchanging shareholder may realize a taxable gain or loss.
Dreyfus Auto-Exchange Privilege
Dreyfus Auto-Exchange Privilege enables you to invest
regularly (on a semi-monthly, monthly, quarterly or annual
basis), in exchange for shares of the Portfolio, in shares of
one of the Fund's other portfolios or shares of certain other
funds in the Dreyfus Family of Funds of which you are currently
an investor. The amount you designate, which can be expressed
either in terms of a specific dollar or share amount ($100
minimum), will be exchanged automatically on the first and/or
fifteenth day of the month according to the schedule you have
selected. Shares will be exchanged at the then-current net
asset value; however, a sales load may be charged with respect
to exchanges into funds sold with a sales load. See
"Shareholder Services" in the Statement of Additional
Information. The right to exercise this Privilege may be
modified or canceled by the Fund or the Transfer Agent. You may
modify or cancel your exercise of this Privilege at any time by
mailing written notification to The Dreyfus Family of Funds,
P.O. Box 9671, Providence, Rhode Island 02940-9671. The Fund
may charge a service fee for the use of this Privilege. No such
fee currently is contemplated. The exchange of shares of one
fund for shares of another is treated for Federal income tax
purposes as a sale of the shares given in exchange by the
shareholder and, therefore, an exchanging shareholder may
realize a taxable gain or loss. For more information concerning
this Privilege and the funds in the Dreyfus Family of Funds
eligible to participate in this Privilege, or to obtain a
Dreyfus Auto-Exchange Authorization Form, please call toll free
1-800-645-6561.
Dreyfus-Automatic Asset BuilderR
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. At your option, the account
designated by you will be debited in the specified amount, and
Portfolio shares will be purchased, once a month, on either the
first or fifteenth day, or twice a month, on both days. Only an
account maintained at a domestic financial institution which is
an Automated Clearing House member may be so designated. To
establish a Dreyfus-Automatic Asset Builder account, you must
file an authorization form with the Transfer Agent. You may
obtain the necessary authorization form by calling
1-800-645-6561. You may cancel your participation in this
Privilege or change the amount of purchase at any time by
mailing written notification to The Dreyfus Family of Funds,
P.O. Box 9671, Providence, Rhode Island 02940-9671, or, if for
Dreyfus retirement plan accounts, to The Dreyfus Trust Company,
Custodian, P.O. Box 6427, Providence, Rhode Island 02940-6427,
and the notification will be effective three business days
following receipt. The Fund may modify or terminate this
Privilege at any time or charge a service fee. No such fee
currently is contemplated.
Dreyfus Government Direct Deposit Privilege
Dreyfus Government Direct Deposit Privilege enables you
to purchase Portfolio shares (minimum of $100 and maximum of
$50,000 per transaction) by having Federal salary, Social
Security, or certain veterans', military or other payments from
the Federal government automatically deposited into your Fund
account. You may deposit as much of such payments as you elect.
To enroll in Dreyfus Government Direct Deposit, you must file
with the Transfer Agent a completed Direct Deposit Sign-Up Form
for each type of payment that you desire to include in this
Privilege. The appropriate form may be obtained by calling 1-
800-645-6561. Death or legal incapacity will terminate your
participation in this Privilege. You may elect at any time to
terminate your participation by notifying in writing the
appropriate Federal agency. The Fund may terminate your
participation upon 30 days' notice to you.
Dreyfus Payroll Savings Plan
Dreyfus Payroll Savings Plan permits you to purchase
Portfolio shares (minimum of $100 per transaction) automatically
on a regular basis. Depending upon your employer's direct
deposit program, you may have part or all of your paycheck
transferred to your existing Dreyfus account electronically
through the Automated Clearing House system at each pay period.
To establish a Dreyfus Payroll Savings Plan account, you must
file an authorization form with your employer's payroll
department. Your employer must complete the reverse side of the
form and return it to The Dreyfus Family of Funds, P.O. Box
9671, Providence, Rhode Island 02940-9671. You may obtain the
necessary authorization form by calling 1-800-645-6561. You may
change the amount of purchase or cancel the authorization only
by written notification to your employer. It is the sole
responsibility of your employer, not Dreyfus Service
Corporation, The Dreyfus Corporation, the Fund, the Transfer
Agent or any other person, to arrange for transactions under the
Dreyfus Payroll Savings Plan. The Fund may modify or terminate
this Privilege at any time or charge a service fee. No such fee
currently is contemplated.
Dreyfus Dividend Options
Dreyfus Dividend Sweep enables you to invest
automatically dividends or dividends and capital gain
distributions, if any, paid by the Portfolio in shares of
another portfolio of the Fund or shares of another fund in the
Dreyfus Family of Funds of which you are a shareholder. Shares
of the other fund will be purchased at the then-current net
asset value; however, a sales load may be charged with respect
to investments in shares of a fund sold with a sales load. If
you are investing in a fund that charges a sales load, you may
qualify for share prices which do not include the sales load or
which reflect a reduced sales load. See "Shareholder Services"
in the Statement of Additional Information. Dreyfus Dividend
ACH permits you to transfer electronically dividends or
dividends and capital gain distributions, if any, from the
Portfolio to a designated bank account. Only an account
maintained at a domestic financial institution which is an
Automated Clearing House member may be so designated. Banks may
charge a fee for this service.
For more information concerning these privileges, or to
request a Dividend Options Form, please call toll free
1-800-645-6561. You may cancel these privileges by mailing
written notification to The Dreyfus Family of Funds, P.O. Box
9671, Providence, Rhode Island 02940-9671. To select a new fund
after cancellation, you must submit a new Form. Enrollment in
or cancellation of these privileges is effective three business
days following receipt. These privileges are available only for
existing accounts and may not be used to open new accounts.
Minimum subsequent investments do not apply for Dreyfus Dividend
Sweep. The Fund may modify or terminate these privileges at any
time or charge a service fee. No such fee currently is
contemplated. Shares held under Keogh Plans, IRAs or other
retirement plans are not eligible for these privileges.
Automatic Withdrawal Plan
The Automatic Withdrawal Plan permits you to request
withdrawal of a specified dollar amount (minimum of $50) on
either a monthly or quarterly basis if you have a $5,000 minimum
account. An application for the Automatic Withdrawal Plan can
be obtained by calling 1-800-645-6561. There is a service
charge of 50 cents for each withdrawal check. The Automatic
Withdrawal Plan may be ended at any time by you, the Fund or the
Transfer Agent. Shares for which certificates have been issued
may not be redeemed through the Automatic Withdrawal Plan.
Retirement Plans
The Fund offers a variety of pension and
profit-sharing plans, including Keogh Plans, IRAs, SEP-IRAs and
IRA "Rollover Accounts," 401(k) Salary Reduction Plans and
403(b)(7) Plans. Plan support services also are available. You
can obtain details on the various plans by calling the following
numbers toll free:
for Keogh Plans, please call 1-800-358-5566; for IRAs and IRA
"Rollover Accounts," please call 1-800-645-6561; for SEP-IRAs,
401(k) Salary Reduction Plans and 403(b)(7) Plans, please call
1-800-322-7880.
HOW TO REDEEM SHARES
General
You may request redemption of your shares at any time.
Redemption requests should be transmitted to the Transfer Agent
as described below. When a request is received in proper form,
the Fund will redeem the shares at the next determined net asset
value.
The Fund imposes no charges when shares are redeemed.
Service Agents may charge a nominal fee for effecting
redemptions of Portfolio shares. Any certificates representing
Portfolio shares being redeemed must be submitted with the
redemption request. The value of the shares redeemed may be
more or less than their original cost, depending upon the
Portfolio's then-current net asset value.
The Fund ordinarily will make payment for all shares
redeemed within seven days after receipt by the Transfer Agent
of a redemption request in proper form, except as provided by
the rules of the Securities and Exchange Commission. However,
if you have purchased Portfolio shares by check, by Dreyfus
TeleTransfer Privilege or through Dreyfus-Automatic Asset
Builder and subsequently submit a written redemption request to
the Transfer Agent, the redemption proceeds will be transmitted
to you promptly upon bank clearance of your purchase check,
Dreyfus TeleTransfer purchase or Dreyfus-Automatic Asset Builder
order, which may take up to eight business days or more. In
addition, the Fund will reject requests to redeem shares by wire
or telephone or pursuant to the Dreyfus TeleTransfer Privilege
for a period of eight business days after receipt by the
Transfer Agent of the purchase check, the Dreyfus TeleTransfer
purchase or the Dreyfus-Automatic Asset Builder order against
which such redemption is requested. These procedures will not
apply if your shares were purchased by wire payment, or if you
otherwise have a sufficient collected balance in your account to
cover the redemption request. Prior to the time any redemption
is effective, dividends on such shares will accrue and be
payable, and you will be entitled to exercise all other rights
of beneficial ownership. Portfolio shares will not be redeemed
until the Transfer Agent has received your Account Application.
The Fund reserves the right to redeem your account at
its option upon not less than 45 days' written notice if your
account's net asset value is $500 or less and remains so during
the notice period.
Procedures
You may redeem shares by using the regular redemption
procedure through the Transfer Agent, the Wire Redemption
Privilege, the Telephone Redemption Privilege, or the Dreyfus
TeleTransfer Privilege. The Fund makes available to certain
large institutions the ability to issue redemption instructions
through compatible computer facilities.
In addition, the Distributor or its designee will
accept orders from dealers with which it has sales agreements
for the repurchase of shares held by investors. Repurchase
orders received by the dealer prior to the close of trading on
the floor of the New York Stock Exchange on any business day and
transmitted to the Distributor or its designee prior to the
close of its business day (normally 5:15 p.m., New York time)
are effected at the price determined as of the close of trading
on the floor of the New York Stock Exchange on that day.
Otherwise, the shares will be redeemed at the next determined
net asset value. It is the responsibility of the dealer to
transmit orders on a timely basis. The dealer may charge the
investor a fee for executing the order. This repurchase
arrangement is discretionary and may be withdrawn at any time.
You may redeem shares by telephone if you have checked
the appropriate box on the Fund's Account Application or have
filed a Shareholder Services Form with the Transfer Agent. If
you select a telephone redemption privilege or telephone
exchange privilege (which is granted automatically unless you
refuse it), you authorize the Transfer Agent to act on telephone
instructions from any person representing himself or herself to
be you, and reasonably believed by the Transfer Agent to be
genuine. The Fund will require the Transfer Agent to employ
reasonable procedures, such as requiring a form of personal
identification, to confirm that instructions are genuine and, if
it does not follow such procedures, the Fund or the Transfer
Agent may be liable for any losses due to unauthorized or
fraudulent instructions. Neither the Fund nor the Transfer
Agent will be liable for following telephone instructions
reasonably believed to be genuine.
During times of drastic economic or market conditions,
you may experience difficulty in contacting the Transfer Agent
by telephone to request a redemption or exchange of Portfolio
shares. In such cases, you should consider using the other
redemption procedures described herein. Use of these other
redemption procedures may result in your redemption request
being processed at a later time than it would have been if
telephone redemption had been used. During the delay, the
Portfolio's net asset value may fluctuate.
Regular Redemption--Under the regular redemption procedure, you
may redeem shares by written request mailed to The Dreyfus
Family of Funds, P.O. Box 9671, Providence, Rhode Island
02940-9671. Redemption requests may be delivered in person only
to a Dreyfus Financial Center. These requests will be forwarded
to the Fund and will be processed only upon receipt thereby.
For the location of the nearest Dreyfus Financial Center, please
call one of the telephone numbers listed under "General
Information." Redemption requests must be signed by each
shareholder, including each owner of a joint account, and each
signature must be guaranteed. The Transfer Agent has adopted
standards and procedures pursuant to which signature-guarantees
in proper form generally will be accepted from domestic banks,
brokers, dealers, credit unions, national securities exchanges,
registered securities associations, clearing agencies and
savings associations, as well as from participants in the New
York Stock Exchange Medallion Signature Program, the Securities
Transfer Agents Medallion Program ("STAMP") and the Stock
Exchanges Medallion Program. If you have any questions with
respect to signature-guarantees, please call one of the
telephone numbers listed under "General Information."
Redemption proceeds of at least $1,000 will be wired to
any member bank of the Federal Reserve System in accordance with
a written signature-guaranteed request.
Wire Redemption Privilege--You may request by wire or telephone
that redemption proceeds (minimum $1,000) be wired to your
account at a bank which is a member of the Federal Reserve
System, or a correspondent bank if your bank is not a member.
To establish the Wire Redemption Privilege, you must check the
appropriate box and supply the necessary information on the
Fund's Account Application or file a Shareholder Services Form
with the Transfer Agent. You may direct that redemption
proceeds be paid by check (maximum $150,000 per day) made out to
the owners of record and mailed to your address. Redemption
proceeds of less than $1,000 will be paid automatically by
check. Holders of jointly registered Fund or bank accounts may
have redemption proceeds of not more than $250,000 wired within
any 30-day period. You may telephone redemption requests by
calling 1-800-221-4060 or, if you are calling from overseas,
call 1-401-455-3306. The Fund reserves the right to refuse any
redemption request, including requests made shortly after a
change of address, and may limit the amount involved or the
number of such requests. This Privilege may be modified or
terminated at any time by the Transfer Agent or the Fund. The
Fund's Statement of Additional Information sets forth
instructions for transmitting redemption requests by wire.
Shares held under Keogh Plans, IRAs or other retirement plans,
and shares for which certificates have been issued, are not
eligible for this Privilege.
Telephone Redemption Privilege--You may redeem shares (maximum
$150,000 per day) by telephone if you have checked the
appropriate box on the Fund's Account Application or have filed
a Shareholder Services Form with the Transfer Agent. The
redemption proceeds will be paid by check and mailed to your
address. You may telephone redemption instructions by calling
1-800-221-4060 or, if you are calling from overseas, call 1-401-
455-3306. The Fund reserves the right to refuse any request
made by telephone, including requests made shortly after a
change of address, and may limit the amount involved or the
number of telephone redemption requests. This Privilege may be
modified or terminated at any time by the Transfer Agent or the
Fund. Shares held under Keogh Plans, IRAs or other retirement
plans, and shares for which certificates have been issued, are
not eligible for this Privilege.
Dreyfus TeleTransfer Privilege--You may redeem shares (minimum
$500 per day) by telephone if you have checked the appropriate
box and supplied the necessary information on the Fund's Account
Application or have filed a Shareholder Services Form with the
Transfer Agent. The proceeds will be transferred between your
Fund account and the bank account designated in one of these
documents. Only such an account maintained in a domestic
financial institution which is an Automated Clearing House
member may be so designated. Redemption proceeds will be on
deposit in your account at an Automated Clearing House member
bank ordinarily two days after receipt of the redemption request
or, at your request, paid by check (maximum $150,000 per day)
and mailed to your address. Holders of jointly registered Fund
or bank accounts may redeem through the Dreyfus TeleTransfer
Privilege for transfer to their bank account not more than
$250,000 within any 30-day period. The Fund reserves the right
to refuse any request made by telephone, including requests made
shortly after a change of address, and may limit the amount
involved or the number of such requests. The Fund may modify or
terminate this Privilege at any time or charge a service fee
upon notice to shareholders. No such fee currently is
contemplated.
If you have selected the Dreyfus TeleTransfer
Privilege, you may request a Dreyfus TeleTransfer redemption of
Portfolio shares by telephoning 1-800-221-4060 or, if you are
calling from overseas, call 1-401-455-3306. Shares held under
Keogh Plans, IRAs or other retirement plans, and shares issued
in certificate form, are not eligible for this Privilege.
SHAREHOLDER SERVICES PLAN
The Portfolio has adopted a Shareholder Services Plan,
pursuant to which it pays the Distributor for the provision of
certain services to Portfolio shareholders a fee at the annual
rate of .25 of 1% of the value of the Portfolio's average daily
net assets. The services provided may include personal services
relating to shareholder accounts, such as answering shareholder
inquiries regarding the Fund and providing reports and other
information, and services related to the maintenance of
shareholder accounts. The Distributor may make payments to
Service Agents in respect of these services. The Distributor
determines the amounts to be paid to Service Agents.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Under the Internal Revenue Code of 1986, as amended
(the "Code"), the Portfolio is treated as a separate corporation
for purposes of qualification and taxation as a regulated
investment company. The Portfolio ordinarily pays dividends
from its net investment income and distributes net realized
securities gains, if any, once a year, but it may make
distributions on a more frequent basis to comply with the
distribution requirements of the Code, in all events in a manner
consistent with the provisions of the Investment Company Act of
1940. The Portfolio will not make distributions from net
realized securities gains unless capital loss carryovers, if
any, have been utilized or have expired. You may choose whether
to receive dividends and distributions in cash or to reinvest in
additional shares at net asset value. All expenses are accrued
daily and deducted before declaration of dividends to investors.
Dividends derived from net investment income, together
with distributions from net realized short-term securities gains
and all or a portion of any gains realized from the sale or
other disposition of certain market discount bonds, paid by the
Portfolio will be taxable to U.S. shareholders as ordinary
income whether received in cash or reinvested in additional
shares. Distributions from net realized long-term securities
gains of the Portfolio will be taxable to U.S. shareholders as
long-term capital gains for Federal income tax purposes,
regardless of how long shareholders have held their Portfolio
shares and whether such distributions are received in cash or
reinvested in Fund shares. The Code provides that the net
capital gain of an individual generally will not be subject to
Federal income tax at a rate in excess of 28%. Dividends and
distributions may be subject to state and local taxes.
Dividends derived from net investment income, together
with distributions from net realized short-term securities gains
and all or a portion of any gains realized from the sale or
other disposition of certain market discount bonds, paid by the
Portfolio to a foreign investor generally are subject to U.S.
nonresident withholding taxes at the rate of 30%, unless the
foreign investor claims the benefit of a lower rate specified in
a tax treaty. Distributions from net realized long-term
securities gains paid by the Portfolio to a foreign investor as
well as the proceeds of any redemptions from a foreign
investor's account, regardless of the extent to which gain or
loss may be realized, generally will not be subject to U.S.
nonresident withholding tax. However, such distributions may be
subject to backup withholding, as described below, unless the
foreign investor certifies his non-U.S. residency status.
Notice as to the tax status of your dividends and
distributions will be mailed to you annually. You also will
receive periodic summaries of your account which will include
information as to dividends and distributions from securities
gains, if any, paid during the year.
Federal regulations generally require the Fund to
withhold ("backup withholding") and remit to the U.S. Treasury
31% of dividends, distributions from net realized securities
gains and the proceeds of any redemption, regardless of the
extent to which gain or loss may be realized, paid to a
shareholder if such shareholder fails to certify either that the
TIN furnished in connection with opening an account is correct
or that such shareholder has not received notice from the IRS of
being subject to backup withholding as a result of a failure to
properly report taxable dividend or interest income on a Federal
income tax return. Furthermore, the IRS may notify the Fund to
institute backup withholding if the IRS determines a
shareholder's TIN is incorrect or if a shareholder has failed to
properly report taxable dividend and interest income on a
Federal income tax return.
A TIN is either the Social Security number or employer
identification number of the record owner of the account. Any
tax withheld as a result of backup withholding does not consti-
tute an additional tax imposed on the record owner of the
account, and may be claimed as a credit on the record owner's
Federal income tax return.
It is expected that the Portfolio will qualify as a
"regulated investment company" under the Code so long as such
qualification is in the best interests of its shareholders.
Such qualification relieves the Portfolio of any liability for
Federal income tax to the extent its earnings are distributed in
accordance with applicable provisions of the Code. The
Portfolio is subject to a non-deductible 4% excise tax, measured
with respect to certain undistributed amounts of taxable
investment income and capital gains.
You should consult your tax adviser regarding specific
questions as to Federal, state or local taxes.
PERFORMANCE INFORMATION
For purposes of advertising, performance may be
calculated on the basis of average annual total return and/or
total return.
Average annual total return is calculated pursuant to
a standardized formula which assumes that an investment was
purchased with an initial payment of $1,000 and that the
investment was redeemed at the end of a stated period of time,
after giving effect to the reinvestment of dividends and
distributions during the period. The return is expressed as a
percentage rate which, if applied on a compounded annual basis,
would result in the redeemable value of the investment at the
end of the period. Advertisements of the Portfolio's
performance will include the Portfolio's average annual total
return for one, five and ten year periods, or for shorter
periods depending upon the length of time during which the
Portfolio has operated. Computations of average annual total
return for periods of less than one year represent an
annualization of the Portfolio's actual total return for the
applicable period.
Total return is computed on a per share basis and
assumes the reinvestment of dividends and distributions. Total
return generally is expressed as a percentage rate which is
calculated by combining the income and principal changes for a
specified period and dividing by the net asset value per share
at the beginning of the period. Advertisements may include the
percentage rate of total return or may include the value of a
hypothetical investment at the end of the period which assumes
the application of the percentage rate of total return.
Performance will vary from time to time and past
results are not necessarily representative of future results.
You should remember that performance is a function of portfolio
management in selecting the type and quality of portfolio
securities and is affected by operating expenses. Performance
information, such as that described above, may not provide a
basis for comparison with other investments or other investment
companies using a different method of calculating performance.
Comparative performance information may be used from
time to time in advertising or marketing the Portfolio's shares,
including data from Lipper Analytical Services, Inc., Standard &
Poor's 500 Composite Stock Price Index, Wilshire 5000 Index, the
Dow Jones Industrial Average, Money Magazine, Morningstar, Inc.
and other industry publications.
GENERAL INFORMATION
The Fund was incorporated under Maryland law on
November 16, 1993, and commenced operations on December 29,
1993. Before ________, 1995, the Fund's name was Dreyfus Focus
Funds, Inc. The Fund is authorized to issue ___ million shares
of Common Stock (with ___ million allocated to the Portfolio),
par value $.001 per share. Each share has one vote.
Unless otherwise required by the Investment Company Act
of 1940, ordinarily it will not be necessary for the Fund to
hold annual meetings of shareholders. As a result, Fund
shareholders may not consider each year the election of Board
members or the appointment of auditors. However, pursuant to
the Fund's By-Laws, the holders of at least 10% of the shares
outstanding and entitled to vote may require the Fund to hold a
special meeting of shareholders for purposes of removing a Board
member from office or for any other purpose. Fund shareholders
may remove a Board member by the affirmative vote of a majority
of the Fund's outstanding voting shares. In addition, the 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.
To date, the Board has authorized the creation of
seven series of shares. All consideration received by the Fund
for shares of one of the series and all assets in which such
consideration is invested will belong to that series (subject
only to the rights of creditors of the Fund) and will be subject
to the liabilities related thereto. The income attributable to,
and the expenses of, one series are treated separately from
those of the other series. The Fund has the ability to create,
from time to time, new series without shareholder approval.
The Transfer Agent maintains a record of your
ownership and sends you confirmations and statements of account.
Shareholder inquiries may be made by writing to the
Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-
0144, or by calling toll free, 1-800-645-6561. In New York
City, call 1-718-895-1206; outside the U.S. and Canada, call
516-794-5452.
<PAGE>
APPENDIX
Investment Techniques
Foreign Currency Transactions--Foreign currency transactions may
be entered into 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; or 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,
which 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 in the exchange. The Portfolio's success in these
transactions will depend principally on The Dreyfus
Corporation's ability to predict accurately the future exchange
rates between foreign currencies and the U.S. dollar.
Leverage--The Portfolio is permitted to borrow to the extent
permitted under the Investment Company Act of 1940, which
permits an investment company to borrow in an amount up to
33-1/3% of the value of such company's total assets. The
Portfolio currently intends to borrow money only for temporary
or emergency (not leveraging) purposes, in an amount up to 15%
of the value of its total assets (including the amount borrowed)
valued at the lesser of cost or market, less liabilities (not
including the amount borrowed) at the time the borrowing is
made. While borrowings exceed 5% of the Portfolio's total
assets, the Portfolio will not make any additional investments.
Certain Portfolio Securities
American, European and Continental Depositary Receipts--The
Portfolio may invest in the securities of foreign issuers in the
form of American Depositary Receipts ("ADRs") and European
Depositary Receipts ("EDRs"). These securities may not
necessarily be denominated in the same currency as the
securities into which they may be converted. ADRs are receipts
typically issued by a United States bank or trust company which
evidence ownership of underlying securities issued by a foreign
corporation. EDRs, which are sometimes referred to as
Continental Depositary Receipts ("CDRs"), are receipts issued in
Europe typically by non-United States banks and trust companies
that evidence ownership of either foreign or domestic
securities. Generally, ADRs in registered form are designed for
use in the United States securities markets and EDRs and CDRs in
bearer form are designed for use in Europe.
Money Market Instruments--The Portfolio may invest, in the
circumstances described under "Description of the Fund--
Management Policies," in the following types of money market
instruments.
U.S. Government Securities. Securities issued or
guaranteed by the U.S. Government or its agencies or
instrumentalities include U.S. Treasury securities that differ
in their interest rates, maturities and times of issuance. Some
obligations issued or guaranteed by U.S. Government agencies and
instrumentalities are supported by the full faith and credit of
the U.S. Treasury; others, by the right of the issuer to borrow
from the Treasury; others, by discretionary authority of the
U.S. Government to purchase certain obligations of the agency or
instrumentality; and others, only by the credit of the agency or
instrumentality. These securities bear fixed, floating or
variable rates of interest. While the U.S. Government provides
financial support to such U.S. Government-sponsored agencies and
instrumentalities, no assurance can be given that it will always
do so since it is not so obligated by law.
Repurchase Agreements. In a repurchase agreement, the
Portfolio buys, and the seller agrees to repurchase, a security
at a mutually agreed upon time and price (usually within seven
days). The repurchase agreement thereby determines the yield
during the purchaser's holding period, while the seller's
obligation to repurchase is secured by the value of the
underlying security. Repurchase agreements could involve risks
in the event of a default or insolvency of the other party to
the agreement, including possible delays or restrictions upon
the Portfolio's ability to dispose of the underlying securities.
The Portfolio may enter into repurchase agreements with certain
banks or non-bank dealers.
Bank Obligations. The Portfolio may purchase
certificates of deposit, time deposits, bankers' acceptances and
other short-term obligations issued by domestic banks, foreign
subsidiaries or foreign branches of domestic banks, domestic and
foreign branches of foreign banks, domestic savings and loan
associations and other banking institutions. With respect to
such securities issued by foreign subsidiaries or foreign
branches of domestic banks, and domestic and foreign branches of
foreign banks, the Portfolio may be subject to additional
investment risks that are different in some respects from those
incurred by a fund which invests only in debt obligations of
U.S. domestic issuers.
Certificates of deposit are negotiable certificates
evidencing the obligation of a bank to repay funds deposited
with it for a specified period of time.
Time deposits are non-negotiable deposits maintained in
a banking institution for a specified period of time (in no
event longer than seven days) at a stated interest rate.
Bankers' acceptances are credit instruments evidencing
the obligation of a bank to pay a draft drawn on it by a
customer. These instruments reflect the obligation both of the
bank and the drawer to pay the face amount of the instrument
upon maturity. The other short-term obligations may include
uninsured, direct obligations bearing fixed, floating or
variable interest rates.
Commercial Paper. Commercial paper consists of short-
term, unsecured promissory notes issued to finance short-term
credit needs. The commercial paper purchased by the Portfolio
will consist only of direct obligations which, at the time of
their purchase, are (a) rated not lower than Prime-1 by Moody's
Investors Service Inc. ("Moody's") or A-1 by Standard & Poor's
Corporation ("S&P"), (b) issued by companies having an
outstanding unsecured debt issue currently rated at least A3 by
Moody's or A- by S&P, or (c) if unrated, determined by The
Dreyfus Corporation to be of comparable quality to those rated
obligations which may be purchased by the Portfolio.
Illiquid Securities--The Portfolio may invest up to 15% of the
value of its net assets in securities as to which a liquid
trading market does not exist, provided such investments are
consistent with the Portfolio's investment objective. Such
securities may include securities that are not readily
marketable, such as certain securities that are subject to legal
or contractual restrictions on resale, repurchase agreements
providing for settlement in more than seven days after notice,
and certain 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.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS AND IN THE FUND'S OFFICIAL SALES LITERATURE IN
CONNECTION WITH THE OFFER OF THE FUND'S SHARES, AND, IF GIVEN OR
MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER IN ANY STATE IN WHICH,
OR TO ANY PERSON TO WHOM, SUCH OFFERING MAY NOT LAWFULLY BE
MADE.
<PAGE>
PROSPECTUS SEPTEMBER __, 1995
DREYFUS GROWTH AND VALUE FUNDS, INC.
DREYFUS INTERNATIONAL VALUE
Dreyfus Growth and Value Funds, Inc. (the "Fund") is an
open-end, management investment company, known as a mutual fund.
The Fund permits you to invest in separate portfolios. By this
Prospectus, shares of Dreyfus International Value (the
"Portfolio"), a diversified portfolio, are being offered. The
Portfolio's investment objective is long-term capital growth. It
will seek to achieve this investment objective by investing
principally in a portfolio of publicly-traded equity securities
of foreign issuers which would be characterized as "value"
companies according to criteria established by The Dreyfus
Corporation.
The Dreyfus Corporation will professionally manage the
Portfolio.
You can invest, reinvest or redeem shares at any time
without charge or penalty imposed by the Fund.
This Prospectus sets forth concisely information about
the Portfolio that you should know before investing. It should
be read and retained for future reference.
The Statement of Additional Information, dated
September __, 1995, which may be revised from time to time,
provides a further discussion of certain areas in this
Prospectus and other matters which may be of interest to some
investors. It has been filed with the Securities and Exchange
Commission and is incorporated herein by reference. For a free
copy, write to the Fund at 144 Glenn Curtiss Boulevard,
Uniondale, New York 11556-0144, or call 1-800-645-6561. When
telephoning, ask for Operator 144.
Mutual fund shares are not deposits or obligations of,
or guaranteed or endorsed by, any bank, and are not federally
insured by the Federal Deposit Insurance Corporation, the
Federal Reserve Board or any other agency. The net asset value
of funds of this type will fluctuate from time to time.
<PAGE>
TABLE OF CONTENTS
Page
Annual Fund Operating Expenses. . . . . . . .
Description of the Fund . . . . . . . . . . .
Management of the Fund. . . . . . . . . . . .
How to Buy Shares . . . . . . . . . . . . . .
Shareholder Services. . . . . . . . . . . . .
How to Redeem Shares . . . . . . . . . . . .
Shareholder Services Plan . . . . . . . . . .
Dividends, Distributions and Taxes. . . . . .
Performance Information . . . . . . . . . . .
General Information . . . . . . . . . . . . .
Appendix. . . . . . . . . . . . . . . . . . .
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
Management Fees . . . . . . . . . . . . . . .75%
Other Expenses. . . . . . . . . . . . . . . %
Total Portfolio Operating
Expenses. . . . . . . . . . . . . . . . . %
Example:
You would pay the following
expenses on a $1,000
investment, assuming (1) 5% 1 Year 3 Years
annual return and (2) redemption
at the end of each time period: $ $
The amounts listed in the example should not be
considered as representative of future expenses and actual
expenses may be greater or less than those indicated. Moreover,
while the example assumes a 5% annual return, the Portfolio's
actual performance will vary and may result in an actual return
greater or less than 5%.
The purpose of the foregoing table is to assist you in
understanding the costs and expenses borne by the Portfolio, the
payment of which will reduce investors' annual return. Other
Expenses and Total Portfolio Operating Expenses are based on
estimated amounts for the current fiscal year. The information
in the foregoing table does not reflect any fee waivers or
expense reimbursement arrangements that may be in effect. You
can purchase Portfolio shares without charge directly from the
Fund's distributor; a nominal fee may be charged if transactions
in Portfolio shares are effected through a securities dealer,
bank or other financial institution. For a further description
of the various costs and expenses incurred in the operation of
the Portfolio, as well as expense reimbursement or waiver
arrangements, see "Management of the Fund," "How to Buy Shares"
and "Shareholder Services Plan."
DESCRIPTION OF THE FUND
General
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 Investment Company
Act of 1940 and for other purposes. A shareholder of one
portfolio is not deemed to be a shareholder of any other
portfolio. As described below, for certain matters Fund
shareholders vote together as a group; as to others they vote
separately by portfolio. By this Prospectus, shares of the
Portfolio are being offered. Other portfolios are sold pursuant
to other offering documents. See "General Information."
Investment Objective
The Portfolio's investment objective is long-term
capital growth, which cannot be changed without approval by the
holders of a majority (as defined in the Investment Company Act
of 1940) of the Portfolio's outstanding voting shares. There
can be no assurance that the Portfolio's investment objective
will be achieved.
Management Policies
The Portfolio anticipates that at least 65% of the
value of its total assets (except when maintaining a temporary
defensive position) will be invested in equity securities
principally of foreign issuers which would be characterized as
"value" companies according to criteria established by The
Dreyfus Corporation. Under normal market conditions, the
Portfolio expects that substantially all of its assets will be
invested in securities of foreign issuers. While there are no
prescribed limits on geographic asset distribution outside the
United States, the Portfolio ordinarily will seek to invest its
assets in not less than three foreign countries. The
Portfolio's securities selections generally will be made without
regard to an issuer's market capitalization. Equity securities
consist of common stocks, convertible securities and preferred
stocks.
To manage the Portfolio, The Dreyfus Corporation
classifies issuers as "growth" or "value" companies. In
general, The Dreyfus Corporation believes that companies with
relatively low price to book ratios, low price to earnings
ratios and higher than average dividend payments in relation to
price should be classified as value companies. Alternatively,
companies which have above average earnings or sales growth and
retention of earnings and command higher price to earnings
ratios fit the more classic growth description.
The Portfolio may invest, to a limited extent, in debt
securities issued by foreign governments and securities issued
by closed-end investment companies. While seeking desirable
equity investments, the Portfolio may invest in money market
instruments consisting of U.S. Government securities,
certificates of deposit, time deposits, bankers' acceptances,
short-term investment grade corporate bonds and other short-term
debt instruments, and repurchase agreements, as set forth under
"Appendix--Certain Portfolio Securities--Money Market
Instruments." Under normal market conditions, the Portfolio
does not expect to have a substantial portion of its assets
invested in money market instruments. However, when The Dreyfus
Corporation determines that adverse market conditions exist, the
Portfolio may adopt a temporary defensive posture and invest all
of its assets in money market instruments.
The Portfolio's annual portfolio turnover rate is not
expected to exceed ___%. Higher portfolio turnover rates
usually generate additional brokerage commissions and expenses
and the short-term gains realized from these transactions are
taxable to shareholders as ordinary income.
Investment Considerations and Risks
General--The Portfolio's net asset value per share should be
expected to fluctuate. Investors should consider the Portfolio
as a supplement to an overall investment program and should
invest only if they are willing to undertake the risks involved.
See "Investment Objective and Management Policies--Management
Policies" in the Fund's Statement of Additional Information for
a further discussion of certain risks.
Equity Securities--Equity securities fluctuate in value, often
based on factors unrelated to the value of the issuer of the
securities, and such fluctuations can be pronounced. Changes in
the value of the Portfolio's investments will result in changes
in the value of its shares and thus the Portfolio's total return
to investors.
The securities of the smaller companies in which the
Portfolio may invest may be subject to more abrupt or erratic
market movements than larger, more-established companies,
because these securities typically are traded in lower volume
and the issuers typically are more subject to changes in
earnings and prospects.
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 evidences of ownership of such securities
usually are held outside the United States, the Portfolio will
be subject to additional risks which include possible adverse
political and economic developments, possible seizure or
nationalization of foreign deposits and possible adoption of
governmental restrictions which might adversely affect the
payment of principal and interest on the foreign securities or
might restrict the payment of principal and interest to
investors located outside the country of the issuer, 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.
Foreign Currency Exchange--Currency exchange rates may fluctuate
significantly over short periods of time. They generally are
determined by the forces of supply and demand in the foreign
exchange markets and the relative merits of investments in
different countries, actual or perceived changes in interest
rates and other complex factors, as seen from an international
perspective. Currency exchange rates also can be affected
unpredictably by intervention by U.S. or foreign governments or
central banks, or the failure to intervene, or by currency
controls or political developments in the United States or
abroad. See "Appendix--Investment Techniques--Foreign Currency
Transactions."
Simultaneous Investments--Investment decisions for the Portfolio
are made independently from those of the other investment
companies advised by The Dreyfus Corporation. If, however, such
other investment companies desire to invest in, or dispose of,
the same securities as the Portfolio, available investments or
opportunities for sales will be allocated equitably to each
investment company. In some cases, this procedure may adversely
affect the size of the position obtained for or disposed of by
the Portfolio or the price paid or received by the Portfolio.
MANAGEMENT OF THE FUND
The Dreyfus Corporation, located at 200 Park Avenue,
New York, New York 10166, was formed in 1947 and serves as the
Portfolio's investment adviser. The Dreyfus Corporation is a
wholly-owned subsidiary of Mellon Bank, N.A., which is a wholly-
owned subsidiary of Mellon Bank Corporation ("Mellon"). As of
________, 1995, The Dreyfus Corporation managed or administered
approximately $__ billion in assets for more than ___ million
investor accounts nationwide.
The Dreyfus Corporation supervises and assists in the
overall management of the Fund's affairs under a Management
Agreement with the Fund, subject to the authority of the Fund's
Board in accordance with Maryland law. The Portfolio's primary
portfolio manager is [Description to Come]. The Portfolio's
other portfolio managers are identified in the Fund's Statement
of Additional Information. The Dreyfus Corporation also
provides research services for the Fund and for other funds
advised by The Dreyfus Corporation through a professional staff
of portfolio managers and securities analysts.
Mellon is a publicly owned multibank holding company
incorporated under Pennsylvania law in 1971 and registered under
the Federal Bank Holding Company Act of 1956, as amended.
Mellon provides a comprehensive range of financial products and
services in domestic and selected international markets. Mellon
is among the twenty-five largest bank holding companies in the
United States based on total assets. Mellon's principal
wholly-owned subsidiaries are Mellon Bank, N.A., Mellon Bank
(DE) National Association, Mellon Bank (MD), The Boston Company,
Inc., AFCO Credit Corporation and a number of companies known as
Mellon Financial Services Corporations. Through its
subsidiaries, including The Dreyfus Corporation, Mellon managed
more than $__ billion in assets as of _________, 1995, including
approximately $__ billion in mutual fund assets. As of
________, 1995, Mellon, through various subsidiaries, provided
non-investment services, such as custodial or administration
services, for more than $__ billion in assets, including $__
billion in mutual fund assets.
Under the terms of the Management Agreement, the Fund
has agreed to pay The Dreyfus Corporation a monthly fee at the
annual rate of .75 of 1% of the value of the Portfolio's average
daily net assets. The management fee is higher than that paid
by most other investment companies. From time to time, The
Dreyfus Corporation may waive receipt of its fees and/or
voluntarily assume certain expenses of the Portfolio, which
would have the effect of lowering the expense ratio of the
Portfolio and increasing yield to investors. The Fund will not
pay The Dreyfus Corporation at a later time for any amounts it
may waive, nor will the Fund reimburse The Dreyfus Corporation
for any amounts it may assume.
All expenses incurred in the operation of the Fund will
be borne by the Fund, except to the extent specifically assumed
by The Dreyfus Corporation. The expenses to be borne by the
Fund will include: organizational costs, taxes, interest, loan
commitment fees, interest and distributions paid on securities
sold short, brokerage fees and commissions, if any, fees of
Board members, Securities and Exchange Commission fees, state
Blue Sky qualification fees, advisory fees, charges of
custodians, transfer and dividend disbursing agents' fees,
certain insurance premiums, industry association fees, outside
auditing and legal expenses, costs of independent pricing
services, costs of maintaining the Fund's existence, costs
attributable to investor services (including, without
limitation, telephone and personnel expenses), costs of
preparing and printing prospectuses and statements of additional
information for regulatory purposes and for distribution to
existing shareholders, costs of shareholders' reports and
meetings, and any extraordinary expenses. Expenses
attributable to the Portfolio are charged against the assets of
the Portfolio; other expenses of the Fund are allocated among
the Fund's portfolios on the basis determined by the Board,
including, but not limited to, proportionately in relation to
the net assets of each portfolio.
The Dreyfus Corporation may pay the Fund's distributor
for shareholder services from The Dreyfus Corporation's own
assets, including past profits but not including the management
fee paid by the Fund. The Fund's distributor may use part or
all of such payments to pay securities dealers or others in
respect of these services.
The Fund's distributor is Premier Mutual Fund
Services, Inc. (the "Distributor"), located at One Exchange
Place, Boston, Massachusetts 02109. The Distributor's ultimate
parent is Boston Institutional Group, Inc.
The Shareholder Services Group, Inc., a subsidiary of
First Data Corporation, P.O. Box 9671, Providence, Rhode Island
02940-9671, is the Fund's Transfer and Dividend Disbursing Agent
(the "Transfer Agent"). The Bank of New York, 90 Washington
Street, New York, New York 10286, is the Fund's Custodian.
HOW TO BUY SHARES
Portfolio shares are sold without a sales charge. You
may be charged a nominal fee if you effect transactions in
Portfolio shares through a securities dealer, bank or other
financial institution (collectively, "Service Agents"). Stock
certificates are issued only upon your written request. No
certificates are issued for fractional shares. The Fund
reserves the right to reject any purchase order.
The minimum initial investment is $2,500, or $1,000 if
you are a client of a Service Agent which has made an aggregate
minimum initial purchase for its customers of $2,500.
Subsequent investments must be at least $100. The initial
investment must be accompanied by the Fund's Account
Application. For full-time or part-time employees of The
Dreyfus Corporation or any of its affiliates or subsidiaries,
directors of The Dreyfus Corporation, Board members of a fund
advised by The Dreyfus Corporation, including members of the
Fund's Board, or the spouse or minor child of any of the
foregoing, the minimum initial investment is $1,000. For
full-time or part-time employees of The Dreyfus Corporation or
any of its affiliates or subsidiaries who elect to have a
portion of their pay directly deposited into their Fund
account, the minimum initial investment is $50. The Fund
reserves the right to offer Portfolio shares without regard to
minimum purchase requirements to employees participating in
certain qualified or non-qualified employee benefit plans or
other programs where contributions or account information can be
transmitted in a manner and form acceptable to the Fund. The
Fund reserves the right to vary further the initial and
subsequent investment minimum requirements at any time.
You may purchase Portfolio shares by check or wire, or
through the Dreyfus TeleTransfer Privilege described below.
Checks should be made payable to "The Dreyfus Family of Funds,"
or, if for Dreyfus retirement plan accounts, to "The Dreyfus
Trust Company, Custodian" and should specify the Portfolio in
which you are investing. Payments to open new accounts which
are mailed should be sent to The Dreyfus Family of Funds, P.O.
Box 9387, Providence, Rhode Island 02940-9387, together with
your Account Application. For subsequent investments, your Fund
account number should appear on the check and an investment slip
should be enclosed and sent to The Dreyfus Family of Funds, P.O.
Box 105, Newark, New Jersey 07101-0105. For Dreyfus retirement
plan accounts, both initial and subsequent investments should be
sent to The Dreyfus Trust Company, Custodian, P.O. Box 6427,
Providence, Rhode Island 02940-6427. Neither initial nor
subsequent investments should be made by third party check.
Purchase orders may be delivered in person only to a Dreyfus
Financial Center. These orders will be forwarded to the Fund
and will be processed only upon receipt thereby. For the
location of the nearest Dreyfus Financial Center, please call
one of the telephone numbers listed under "General Information."
Wire payments may be made if your account is in a
commercial bank that is a member of the Federal Reserve System
or any other bank having a correspondent bank in New York City.
Immediately available funds may be transmitted by wire to The
Bank of New York, DDA# 89000_____/Dreyfus Growth and Value
Funds, Inc./Dreyfus International Value, for purchase of
Portfolio shares in your name. The wire must include your Fund
account number (for new accounts, your Taxpayer Identification
Number ("TIN") should be included instead), account registration
and dealer number, if applicable. If your initial purchase of
Portfolio shares is by wire, you should call 1-800-645-6561
after completing your wire payment to obtain your Fund account
number.
You should include your Fund account number on the Fund's
Account Application and promptly mail the Account Application to
the Fund, as no redemptions will be permitted until the Account
Application is received. You may obtain further information
about remitting funds in this manner from your bank. All
payments should be made in U.S. dollars and, to avoid fees and
delays, should be drawn only on U.S. banks. A charge will be
imposed if any check used for investment in your account does
not clear. The Fund makes available to certain large
institutions the ability to issue purchase instructions through
compatible computer facilities.
Subsequent investments also may be made by electronic
transfer of funds from an account maintained in a bank or other
domestic financial institution that is an Automated Clearing
House member. You must direct the institution to transmit
immediately available funds through the Automated Clearing House
to The Bank of New York with instructions to credit your Fund
account. The instructions must specify your Fund account
registration and Fund account number preceded by the digits
"1111."
The Distributor may pay dealers a fee of up to .5% of
the amount invested through such dealers in Portfolio shares by
employees participating in qualified or non-qualified employee
benefit plans or other programs where (i) the employers or
affiliated employers maintaining such plans or programs have a
minimum of 250 employees eligible for participation in such
plans or programs or (ii) such plan's or program's aggregate
investment in the Dreyfus Family of Funds or certain other
products made available by the Distributor to such plans or
programs exceeds one million dollars ("Eligible Benefit Plans").
All present holdings of shares of funds in the Dreyfus Family of
Funds by Eligible Benefit Plans will be aggregated to determine
the fee payable with respect to each purchase of Portfolio
shares. The Distributor reserves the right to cease paying
these fees at any time. The Distributor will pay such fees from
its own funds, other than amounts received from the Portfolio,
including past profits or any other source available to it.
Portfolio shares are sold on a continuous basis at net
asset value per share next determined after an order in proper
form is received by the Transfer Agent or other agent. Net
asset value per share is determined as of the close of trading
on the floor of the New York Stock Exchange (currently 4:00
p.m., New York time), on each day the New York Stock Exchange is
open for business. Net asset value per share is computed by
dividing the value of the Portfolio's net assets (i.e., the
value of its assets less liabilities) by the total number of
Portfolio shares outstanding. The Portfolio's investments are
valued based on market value or, where market quotations are not
readily available, based on fair value as determined in good
faith by the Fund's Board. For further information regarding
the methods employed in valuing the Portfolio's investments, see
"Determination of Net Asset Value" in the Fund's Statement of
Additional Information.
For certain institutions that have entered into
agreements with the Distributor, payment for the purchase of
Portfolio shares may be transmitted, and must be received by the
Transfer Agent, within three business days after the order is
placed. If such payment is not received within three business
days after the order is placed, the order may be canceled and
the institution could be held liable for resulting fees and/or
losses.
Federal regulations require that you provide a
certified TIN upon opening or reopening an account. See
"Dividends, Distributions and Taxes" and the Fund's Account
Application for further information concerning this requirement.
Failure to furnish a certified TIN to the Fund could subject you
to a $50 penalty imposed by the Internal Revenue Service (the
"IRS").
Dreyfus TeleTransfer Privilege
You may purchase Portfolio shares (minimum $500,
maximum $150,000 per day) by telephone if you have checked the
appropriate box and supplied the necessary information on the
Fund's Account Application or have filed a Shareholder Services
Form with the Transfer Agent. The proceeds will be transferred
between the bank account designated in one of these documents
and your Fund account. Only a bank account maintained in a
domestic financial institution which is an Automated Clearing
House member may be so designated. The Fund may modify or
terminate this Privilege at any time or charge a service fee
upon notice to shareholders. No such fee currently is
contemplated.
If you have selected the Dreyfus TeleTransfer
Privilege, you may request a Dreyfus TeleTransfer purchase of
Portfolio shares by telephoning 1-800-221-4060 or, if you are
calling from overseas, call 1-401-455-3306.
SHAREHOLDER SERVICES
Fund Exchanges
You may purchase, in exchange for shares of the
Portfolio, shares of one of the Fund's other portfolios or
shares of certain other funds managed or administered by The
Dreyfus Corporation, to the extent such shares are offered for
sale in your state of residence. These funds have different
investment objectives which may be of interest to you. Fund
exchanges may be exercised twice during the calendar year as
described below. If you desire to use this service, you should
consult your Service Agent or call 1-800-645-6561 to determine
if it is available and whether any other conditions are imposed
on its use.
To request an exchange, you must give exchange
instructions to the Transfer Agent in writing or by telephone.
Before any exchange, you must obtain and should review a copy of
the current prospectus of the portfolio or fund into which the
exchange is being made. Prospectuses may be obtained by calling
1-800-645-6561. Except in the case of Personal Retirement
Plans, the shares being exchanged must have a current value of
at least $500; furthermore, when establishing a new account by
exchange, the shares being exchanged must have a value of at
least the minimum initial investment required for the fund into
which the exchange is being made. The ability to issue exchange
instructions by telephone is given to all Fund shareholders
automatically, unless you check the applicable "No" box on the
Account Application, indicating that you specifically refuse
this Privilege. The Telephone Exchange Privilege may be
established for an existing account by written request, signed
by all shareholders on the account, or by a separate signed
Shareholder Services Form, also available by calling
1-800-645-6561. If you have established the Telephone Exchange
Privilege, you may telephone exchange instructions by calling
1-800-221-4060 or, if you are calling from overseas, call
1-401-455-3306. See "How to Redeem Shares--Procedures." Upon
an exchange into a new account, the following shareholder
services and privileges, as applicable and where available, will
be automatically carried over to the fund into which the
exchange is made: Telephone Exchange Privilege, Wire Redemption
Privilege, Telephone Redemption Privilege, Dreyfus TeleTransfer
Privilege and the dividend/capital gain distribution option
(except for Dreyfus Dividend Sweep) selected by the investor.
Shares will be exchanged at the next determined net
asset value; however, a sales load may be charged with respect
to exchanges into funds sold with a sales load. If you are
exchanging into a fund that charges a sales load, you may
qualify for share prices which do not include the sales load or
which reflect a reduced sales load, if the shares of the fund
from which you are exchanging were: (a) purchased with a sales
load, (b) acquired by a previous exchange from shares of the
Fund purchased with a sales load, or (c) acquired through
reinvestment of dividends or distributions paid with respect to
the foregoing categories of shares. To qualify, at the time of
the exchange you must notify the Transfer Agent or your Service
Agent must notify the Distributor. Any such qualification is
subject to confirmation of your holdings through a check of
appropriate records. See "Shareholder Services" in the
Statement of Additional Information. No fees currently are
charged shareholders directly in connection with exchanges,
although the Fund reserves the right, upon not less than 60
days' written notice, to charge shareholders a nominal fee in
accordance with rules promulgated by the Securities and Exchange
Commission. The Fund reserves the right to reject any exchange
request in whole or in part. The availability of Fund Exchanges
may be modified or terminated at any time upon notice to
shareholders.
With respect to any shareholder who has exchanged into
and out of the Portfolio (or the reverse) twice during the
calendar year, further purchase orders (including those pursuant
to exchange instructions) relating to any shares of the
Portfolio will be rejected for the remainder of the calendar
year. Management believes that this policy will enable
shareholders to change their investment program, while
protecting the Portfolio against disruptions in portfolio
management resulting from frequent transactions by those seeking
to time market fluctuations. Exchanges made through omnibus
accounts for various retirement plans are not subject to such
limit on exchanges.
The exchange of shares of one fund for shares of
another is treated for Federal income tax purposes as a sale of
the shares given in exchange by the shareholder and, therefore,
an exchanging shareholder may realize a taxable gain or loss.
Dreyfus Auto-Exchange Privilege
Dreyfus Auto-Exchange Privilege enables you to invest
regularly (on a semi-monthly, monthly, quarterly or annual
basis), in exchange for shares of the Portfolio, in shares of
one of the Fund's other portfolios or shares of certain other
funds in the Dreyfus Family of Funds of which you are currently
an investor. The amount you designate, which can be expressed
either in terms of a specific dollar or share amount ($100
minimum), will be exchanged automatically on the first and/or
fifteenth day of the month according to the schedule you have
selected. Shares will be exchanged at the then-current net
asset value; however, a sales load may be charged with respect
to exchanges into funds sold with a sales load. See
"Shareholder Services" in the Statement of Additional
Information. The right to exercise this Privilege may be
modified or canceled by the Fund or the Transfer Agent. You may
modify or cancel your exercise of this Privilege at any time by
mailing written notification to The Dreyfus Family of Funds,
P.O. Box 9671, Providence, Rhode Island 02940-9671. The Fund
may charge a service fee for the use of this Privilege. No such
fee currently is contemplated. The exchange of shares of one
fund for shares of another is treated for Federal income tax
purposes as a sale of the shares given in exchange by the
shareholder and, therefore, an exchanging shareholder may
realize a taxable gain or loss. For more information concerning
this Privilege and the funds in the Dreyfus Family of Funds
eligible to participate in this Privilege, or to obtain a
Dreyfus Auto-Exchange Authorization Form, please call toll free
1-800-645-6561.
Dreyfus-Automatic Asset BuilderR
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. At your option, the account
designated by you will be debited in the specified amount, and
Portfolio shares will be purchased, once a month, on either the
first or fifteenth day, or twice a month, on both days. Only an
account maintained at a domestic financial institution which is
an Automated Clearing House member may be so designated. To
establish a Dreyfus-Automatic Asset Builder account, you must
file an authorization form with the Transfer Agent. You may
obtain the necessary authorization form by calling
1-800-645-6561. You may cancel your participation in this
Privilege or change the amount of purchase at any time by
mailing written notification to The Dreyfus Family of Funds,
P.O. Box 9671, Providence, Rhode Island 02940-9671, or, if for
Dreyfus retirement plan accounts, to The Dreyfus Trust Company,
Custodian, P.O. Box 6427, Providence, Rhode Island 02940-6427,
and the notification will be effective three business days
following receipt. The Fund may modify or terminate this
Privilege at any time or charge a service fee. No such fee
currently is contemplated.
Dreyfus Government Direct Deposit Privilege
Dreyfus Government Direct Deposit Privilege enables you
to purchase Portfolio shares (minimum of $100 and maximum of
$50,000 per transaction) by having Federal salary, Social
Security, or certain veterans', military or other payments from
the Federal government automatically deposited into your Fund
account. You may deposit as much of such payments as you elect.
To enroll in Dreyfus Government Direct Deposit, you must file
with the Transfer Agent a completed Direct Deposit Sign-Up Form
for each type of payment that you desire to include in this
Privilege. The appropriate form may be obtained by calling 1-
800-645-6561. Death or legal incapacity will terminate your
participation in this Privilege. You may elect at any time to
terminate your participation by notifying in writing the
appropriate Federal agency. The Fund may terminate your
participation upon 30 days' notice to you.
Dreyfus Payroll Savings Plan
Dreyfus Payroll Savings Plan permits you to purchase
Portfolio shares (minimum of $100 per transaction) automatically
on a regular basis. Depending upon your employer's direct
deposit program, you may have part or all of your paycheck
transferred to your existing Dreyfus account electronically
through the Automated Clearing House system at each pay period.
To establish a Dreyfus Payroll Savings Plan account, you must
file an authorization form with your employer's payroll
department. Your employer must complete the reverse side of the
form and return it to The Dreyfus Family of Funds, P.O. Box
9671, Providence, Rhode Island 02940-9671. You may obtain the
necessary authorization form by calling 1-800-645-6561. You may
change the amount of purchase or cancel the authorization only
by written notification to your employer. It is the sole
responsibility of your employer, not Dreyfus Service
Corporation, The Dreyfus Corporation, the Fund, the Transfer
Agent or any other person, to arrange for transactions under the
Dreyfus Payroll Savings Plan. The Fund may modify or terminate
this Privilege at any time or charge a service fee. No such fee
currently is contemplated.
Dreyfus Dividend Options
Dreyfus Dividend Sweep enables you to invest
automatically dividends or dividends and capital gain
distributions, if any, paid by the Portfolio in shares of
another portfolio of the Fund or shares of another fund in the
Dreyfus Family of Funds of which you are a shareholder. Shares
of the other fund will be purchased at the then-current net
asset value; however, a sales load may be charged with respect
to investments in shares of a fund sold with a sales load. If
you are investing in a fund that charges a sales load, you may
qualify for share prices which do not include the sales load or
which reflect a reduced sales load. See "Shareholder Services"
in the Statement of Additional Information. Dreyfus Dividend
ACH permits you to transfer electronically dividends or
dividends and capital gain distributions, if any, from the
Portfolio to a designated bank account. Only an account
maintained at a domestic financial institution which is an
Automated Clearing House member may be so designated. Banks may
charge a fee for this service.
For more information concerning these privileges, or to
request a Dividend Options Form, please call toll free
1-800-645-6561. You may cancel these privileges by mailing
written notification to The Dreyfus Family of Funds, P.O. Box
9671, Providence, Rhode Island 02940-9671. To select a new fund
after cancellation, you must submit a new Form. Enrollment in
or cancellation of these privileges is effective three business
days following receipt. These privileges are available only for
existing accounts and may not be used to open new accounts.
Minimum subsequent investments do not apply for Dreyfus Dividend
Sweep. The Fund may modify or terminate these privileges at any
time or charge a service fee. No such fee currently is
contemplated. Shares held under Keogh Plans, IRAs or other
retirement plans are not eligible for these privileges.
Automatic Withdrawal Plan
The Automatic Withdrawal Plan permits you to request
withdrawal of a specified dollar amount (minimum of $50) on
either a monthly or quarterly basis if you have a $5,000 minimum
account. An application for the Automatic Withdrawal Plan can
be obtained by calling 1-800-645-6561. There is a service
charge of 50 cents for each withdrawal check. The Automatic
Withdrawal Plan may be ended at any time by you, the Fund or the
Transfer Agent. Shares for which certificates have been issued
may not be redeemed through the Automatic Withdrawal Plan.
Retirement Plans
The Fund offers a variety of pension and
profit-sharing plans, including Keogh Plans, IRAs, SEP-IRAs and
IRA "Rollover Accounts," 401(k) Salary Reduction Plans and
403(b)(7) Plans. Plan support services also are available. You
can obtain details on the various plans by calling the following
numbers toll free:
for Keogh Plans, please call 1-800-358-5566; for IRAs and IRA
"Rollover Accounts," please call 1-800-645-6561; for SEP-IRAs,
401(k) Salary Reduction Plans and 403(b)(7) Plans, please call
1-800-322-7880.
HOW TO REDEEM SHARES
General
You may request redemption of your shares at any time.
Redemption requests should be transmitted to the Transfer Agent
as described below. When a request is received in proper form,
the Fund will redeem the shares at the next determined net asset
value.
The Fund imposes no charges when shares are redeemed.
Service Agents may charge a nominal fee for effecting
redemptions of Portfolio shares. Any certificates representing
Portfolio shares being redeemed must be submitted with the
redemption request. The value of the shares redeemed may be
more or less than their original cost, depending upon the
Portfolio's then-current net asset value.
The Fund ordinarily will make payment for all shares
redeemed within seven days after receipt by the Transfer Agent
of a redemption request in proper form, except as provided by
the rules of the Securities and Exchange Commission. However,
if you have purchased Portfolio shares by check, by Dreyfus
TeleTransfer Privilege or through Dreyfus-Automatic Asset
Builder and subsequently submit a written redemption request to
the Transfer Agent, the redemption proceeds will be transmitted
to you promptly upon bank clearance of your purchase check,
Dreyfus TeleTransfer purchase or Dreyfus-Automatic Asset Builder
order, which may take up to eight business days or more. In
addition, the Fund will reject requests to redeem shares by wire
or telephone or pursuant to the Dreyfus TeleTransfer Privilege
for a period of eight business days after receipt by the
Transfer Agent of the purchase check, the Dreyfus TeleTransfer
purchase or the Dreyfus-Automatic Asset Builder order against
which such redemption is requested. These procedures will not
apply if your shares were purchased by wire payment, or if you
otherwise have a sufficient collected balance in your account to
cover the redemption request. Prior to the time any redemption
is effective, dividends on such shares will accrue and be
payable, and you will be entitled to exercise all other rights
of beneficial ownership. Portfolio shares will not be redeemed
until the Transfer Agent has received your Account Application.
The Fund reserves the right to redeem your account at
its option upon not less than 45 days' written notice if your
account's net asset value is $500 or less and remains so during
the notice period.
Procedures
You may redeem shares by using the regular redemption
procedure through the Transfer Agent, the Wire Redemption
Privilege, the Telephone Redemption Privilege, or the Dreyfus
TeleTransfer Privilege. The Fund makes available to certain
large institutions the ability to issue redemption instructions
through compatible computer facilities.
In addition, the Distributor or its designee will
accept orders from dealers with which it has sales agreements
for the repurchase of shares held by investors. Repurchase
orders received by the dealer prior to the close of trading on
the floor of the New York Stock Exchange on any business day and
transmitted to the Distributor or its designee prior to the
close of its business day (normally 5:15 p.m., New York time)
are effected at the price determined as of the close of trading
on the floor of the New York Stock Exchange on that day.
Otherwise, the shares will be redeemed at the next determined
net asset value. It is the responsibility of the dealer to
transmit orders on a timely basis. The dealer may charge the
investor a fee for executing the order. This repurchase
arrangement is discretionary and may be withdrawn at any time.
You may redeem shares by telephone if you have checked
the appropriate box on the Fund's Account Application or have
filed a Shareholder Services Form with the Transfer Agent. If
you select a telephone redemption privilege or telephone
exchange privilege (which is granted automatically unless you
refuse it), you authorize the Transfer Agent to act on telephone
instructions from any person representing himself or herself to
be you, and reasonably believed by the Transfer Agent to be
genuine. The Fund will require the Transfer Agent to employ
reasonable procedures, such as requiring a form of personal
identification, to confirm that instructions are genuine and, if
it does not follow such procedures, the Fund or the Transfer
Agent may be liable for any losses due to unauthorized or
fraudulent instructions. Neither the Fund nor the Transfer
Agent will be liable for following telephone instructions
reasonably believed to be genuine.
During times of drastic economic or market conditions,
you may experience difficulty in contacting the Transfer Agent
by telephone to request a redemption or exchange of Portfolio
shares. In such cases, you should consider using the other
redemption procedures described herein. Use of these other
redemption procedures may result in your redemption request
being processed at a later time than it would have been if
telephone redemption had been used. During the delay, the
Portfolio's net asset value may fluctuate.
Regular Redemption--Under the regular redemption procedure, you
may redeem shares by written request mailed to The Dreyfus
Family of Funds, P.O. Box 9671, Providence, Rhode Island
02940-9671. Redemption requests may be delivered in person only
to a Dreyfus Financial Center. These requests will be forwarded
to the Fund and will be processed only upon receipt thereby.
For the location of the nearest Dreyfus Financial Center, please
call one of the telephone numbers listed under "General
Information."
Redemption requests must be signed by each shareholder,
including each owner of a joint account, and each signature must
be guaranteed. The Transfer Agent has adopted standards and
procedures pursuant to which signature-guarantees in proper form
generally will be accepted from domestic banks, brokers,
dealers, credit unions, national securities exchanges,
registered securities associations, clearing agencies and
savings associations, as well as from participants in the New
York Stock Exchange Medallion Signature Program, the Securities
Transfer Agents Medallion Program ("STAMP") and the Stock
Exchanges Medallion Program. If you have any questions with
respect to signature-guarantees, please call one of the
telephone numbers listed under "General Information."
Redemption proceeds of at least $1,000 will be wired to
any member bank of the Federal Reserve System in accordance with
a written signature-guaranteed request.
Wire Redemption Privilege--You may request by wire or telephone
that redemption proceeds (minimum $1,000) be wired to your
account at a bank which is a member of the Federal Reserve
System, or a correspondent bank if your bank is not a member.
To establish the Wire Redemption Privilege, you must check the
appropriate box and supply the necessary information on the
Fund's Account Application or file a Shareholder Services Form
with the Transfer Agent. You may direct that redemption
proceeds be paid by check (maximum $150,000 per day) made out to
the owners of record and mailed to your address. Redemption
proceeds of less than $1,000 will be paid automatically by
check. Holders of jointly registered Fund or bank accounts may
have redemption proceeds of not more than $250,000 wired within
any 30-day period. You may telephone redemption requests by
calling 1-800-221-4060 or, if you are calling from overseas,
call 1-401-455-3306. The Fund reserves the right to refuse any
redemption request, including requests made shortly after a
change of address, and may limit the amount involved or the
number of such requests. This Privilege may be modified or
terminated at any time by the Transfer Agent or the Fund. The
Fund's Statement of Additional Information sets forth
instructions for transmitting redemption requests by wire.
Shares held under Keogh Plans, IRAs or other retirement plans,
and shares for which certificates have been issued, are not
eligible for this Privilege.
Telephone Redemption Privilege--You may redeem shares (maximum
$150,000 per day) by telephone if you have checked the
appropriate box on the Fund's Account Application or have filed
a Shareholder Services Form with the Transfer Agent. The
redemption proceeds will be paid by check and mailed to your
address. You may telephone redemption instructions by calling
1-800-221-4060 or, if you are calling from overseas, call 1-401-
455-3306. The Fund reserves the right to refuse any request
made by telephone, including requests made shortly after a
change of address, and may limit the amount involved or the
number of telephone redemption requests. This Privilege may be
modified or terminated at any time by the Transfer Agent or the
Fund. Shares held under Keogh Plans, IRAs or other retirement
plans, and shares for which certificates have been issued, are
not eligible for this Privilege.
Dreyfus TeleTransfer Privilege--You may redeem shares (minimum
$500 per day) by telephone if you have checked the appropriate
box and supplied the necessary information on the Fund's Account
Application or have filed a Shareholder Services Form with the
Transfer Agent. The proceeds will be transferred between your
Fund account and the bank account designated in one of these
documents. Only such an account maintained in a domestic
financial institution which is an Automated Clearing House
member may be so designated. Redemption proceeds will be on
deposit in your account at an Automated Clearing House member
bank ordinarily two days after receipt of the redemption request
or, at your request, paid by check (maximum $150,000 per day)
and mailed to your address. Holders of jointly registered Fund
or bank accounts may redeem through the Dreyfus TeleTransfer
Privilege for transfer to their bank account not more than
$250,000 within any 30-day period. The Fund reserves the right
to refuse any request made by telephone, including requests made
shortly after a change of address, and may limit the amount
involved or the number of such requests. The Fund may modify or
terminate this Privilege at any time or charge a service fee
upon notice to shareholders. No such fee currently is
contemplated.
If you have selected the Dreyfus TeleTransfer
Privilege, you may request a Dreyfus TeleTransfer redemption of
Portfolio shares by telephoning 1-800-221-4060 or, if you are
calling from overseas, call 1-401-455-3306. Shares held under
Keogh Plans, IRAs or other retirement plans, and shares issued
in certificate form, are not eligible for this Privilege.
SHAREHOLDER SERVICES PLAN
The Portfolio has adopted a Shareholder Services Plan,
pursuant to which it pays the Distributor for the provision of
certain services to Portfolio shareholders a fee at the annual
rate of .25 of 1% of the value of the Portfolio's average daily
net assets. The services provided may include personal services
relating to shareholder accounts, such as answering shareholder
inquiries regarding the Fund and providing reports and other
information, and services related to the maintenance of
shareholder accounts. The Distributor may make payments to
Service Agents in respect of these services. The Distributor
determines the amounts to be paid to Service Agents.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Under the Internal Revenue Code of 1986, as amended
(the "Code"), the Portfolio is treated as a separate corporation
for purposes of qualification and taxation as a regulated
investment company. The Portfolio ordinarily pays dividends
from its net investment income and distributes net realized
securities gains, if any, once a year, but it may make
distributions on a more frequent basis to comply with the
distribution requirements of the Code, in all events in a manner
consistent with the provisions of the Investment Company Act of
1940. The Portfolio will not make distributions from net
realized securities gains unless capital loss carryovers, if
any, have been utilized or have expired. You may choose whether
to receive dividends and distributions in cash or to reinvest in
additional shares at net asset value. All expenses are accrued
daily and deducted before declaration of dividends to investors.
Dividends derived from net investment income, together
with distributions from net realized short-term securities gains
and all or a portion of any gains realized from the sale or
other disposition of certain market discount bonds, paid by the
Portfolio will be taxable to U.S. shareholders as ordinary
income whether received in cash or reinvested in additional
shares. Distributions from net realized long-term securities
gains of the Portfolio will be taxable to U.S. shareholders as
long-term capital gains for Federal income tax purposes,
regardless of how long shareholders have held their Portfolio
shares and whether such distributions are received in cash or
reinvested in Fund shares. The Code provides that the net
capital gain of an individual generally will not be subject to
Federal income tax at a rate in excess of 28%. Dividends and
distributions may be subject to state and local taxes.
Dividends derived from net investment income, together
with distributions from net realized short-term securities gains
and all or a portion of any gains realized from the sale or
other disposition of certain market discount bonds, paid by the
Portfolio to a foreign investor generally are subject to U.S.
nonresident withholding taxes at the rate of 30%, unless the
foreign investor claims the benefit of a lower rate specified in
a tax treaty. Distributions from net realized long-term
securities gains paid by the Portfolio to a foreign investor as
well as the proceeds of any redemptions from a foreign
investor's account, regardless of the extent to which gain or
loss may be realized, generally will not be subject to U.S.
nonresident withholding tax. However, such distributions may be
subject to backup withholding, as described below, unless the
foreign investor certifies his non-U.S. residency status.
Notice as to the tax status of your dividends and
distributions will be mailed to you annually. You also will
receive periodic summaries of your account which will include
information as to dividends and distributions from securities
gains, if any, paid during the year.
Federal regulations generally require the Fund to
withhold ("backup withholding") and remit to the U.S. Treasury
31% of dividends, distributions from net realized securities
gains and the proceeds of any redemption, regardless of the
extent to which gain or loss may be realized, paid to a
shareholder if such shareholder fails to certify either that the
TIN furnished in connection with opening an account is correct
or that such shareholder has not received notice from the IRS of
being subject to backup withholding as a result of a failure to
properly report taxable dividend or interest income on a Federal
income tax return. Furthermore, the IRS may notify the Fund to
institute backup withholding if the IRS determines a
shareholder's TIN is incorrect or if a shareholder has failed to
properly report taxable dividend and interest income on a
Federal income tax return.
A TIN is either the Social Security number or employer
identification number of the record owner of the account. Any
tax withheld as a result of backup withholding does not consti-
tute an additional tax imposed on the record owner of the
account, and may be claimed as a credit on the record owner's
Federal income tax return.
It is expected that the Portfolio will qualify as a
"regulated investment company" under the Code so long as such
qualification is in the best interests of its shareholders.
Such qualification relieves the Portfolio of any liability for
Federal income tax to the extent its earnings are distributed in
accordance with applicable provisions of the Code. The
Portfolio is subject to a non-deductible 4% excise tax, measured
with respect to certain undistributed amounts of taxable
investment income and capital gains.
You should consult your tax adviser regarding specific
questions as to Federal, state or local taxes.
PERFORMANCE INFORMATION
For purposes of advertising, performance may be
calculated on the basis of average annual total return and/or
total return.
Average annual total return is calculated pursuant to a
standardized formula which assumes that an investment was
purchased with an initial payment of $1,000 and that the
investment was redeemed at the end of a stated period of time,
after giving effect to the reinvestment of dividends and
distributions during the period. The return is expressed as a
percentage rate which, if applied on a compounded annual basis,
would result in the redeemable value of the investment at the
end of the period. Advertisements of the Portfolio's
performance will include the Portfolio's average annual total
return for one, five and ten year periods, or for shorter
periods depending upon the length of time during which the
Portfolio has operated. Computations of average annual total
return for periods of less than one year represent an
annualization of the Portfolio's actual total return for the
applicable period.
Total return is computed on a per share basis and
assumes the reinvestment of dividends and distributions. Total
return generally is expressed as a percentage rate which is
calculated by combining the income and principal changes for a
specified period and dividing by the net asset value per share
at the beginning of the period. Advertisements may include the
percentage rate of total return or may include the value of a
hypothetical investment at the end of the period which assumes
the application of the percentage rate of total return.
Performance will vary from time to time and past
results are not necessarily representative of future results.
You should remember that performance is a function of portfolio
management in selecting the type and quality of portfolio
securities and is affected by operating expenses. Performance
information, such as that described above, may not provide a
basis for comparison with other investments or other investment
companies using a different method of calculating performance.
Comparative performance information may be used from
time to time in advertising or marketing the Portfolio's shares,
including data from Lipper Analytical Services, Inc., Standard &
Poor's 500 Composite Stock Price Index, Wilshire 5000 Index, the
Dow Jones Industrial Average, Money Magazine, Morningstar, Inc.
and other industry publications.
GENERAL INFORMATION
The Fund was incorporated under Maryland law on
November 16, 1993, and commenced operations on December 29,
1993. Before ________, 1995, the Fund's name was Dreyfus Focus
Funds, Inc. The Fund is authorized to issue ___ million shares
of Common Stock (with ___ million allocated to the Portfolio),
par value $.001 per share. Each share has one vote.
Unless otherwise required by the Investment Company Act
of 1940, ordinarily it will not be necessary for the Fund to
hold annual meetings of shareholders. As a result, Fund
shareholders may not consider each year the election of Board
members or the appointment of auditors. However, pursuant to
the Fund's By-Laws, the holders of at least 10% of the shares
outstanding and entitled to vote may require the Fund to hold a
special meeting of shareholders for purposes of removing a Board
member from office or for any other purpose. Fund shareholders
may remove a Board member by the affirmative vote of a majority
of the Fund's outstanding voting shares. In addition, the 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.
To date, the Board has authorized the creation of
seven series of shares. All consideration received by the Fund
for shares of one of the series and all assets in which such
consideration is invested will belong to that series (subject
only to the rights of creditors of the Fund) and will be subject
to the liabilities related thereto. The income attributable to,
and the expenses of, one series are treated separately from
those of the other series. The Fund has the ability to create,
from time to time, new series without shareholder approval.
The Transfer Agent maintains a record of your ownership
and sends you confirmations and statements of account.
Shareholder inquiries may be made by writing to the
Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-
0144, or by calling toll free, 1-800-645-6561. In New York
City, call 1-718-895-1206; outside the U.S. and Canada, call
516-794-5452.
<PAGE>
APPENDIX
Investment Techniques
Foreign Currency Transactions--Foreign currency transactions may
be entered into 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; or 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, which 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 in the exchange. The
Portfolio's success in these transactions will depend
principally on The Dreyfus Corporation's ability to predict
accurately the future exchange rates between foreign currencies
and the U.S. dollar.
Leverage--The Portfolio is permitted to borrow to the extent
permitted under the Investment Company Act of 1940, which
permits an investment company to borrow in an amount up to
33-1/3% of the value of such company's total assets. The
Portfolio currently intends to borrow money only for temporary
or emergency (not leveraging) purposes, in an amount up to 15%
of the value of its total assets (including the amount borrowed)
valued at the lesser of cost or market, less liabilities (not
including the amount borrowed) at the time the borrowing is
made. While borrowings exceed 5% of the Portfolio's total
assets, the Portfolio will not make any additional investments.
Certain Portfolio Securities
American, European and Continental Depositary Receipts--The
Portfolio may invest in the securities of foreign issuers in the
form of American Depositary Receipts ("ADRs") and European
Depositary Receipts ("EDRs"). These securities may not
necessarily be denominated in the same currency as the
securities into which they may be converted. ADRs are receipts
typically issued by a United States bank or trust company which
evidence ownership of underlying securities issued by a foreign
corporation. EDRs, which are sometimes referred to as
Continental Depositary Receipts ("CDRs"), are receipts issued in
Europe typically by non-United States banks and trust companies
that evidence ownership of either foreign or domestic
securities. Generally, ADRs in registered form are designed for
use in the United States securities markets and EDRs and CDRs in
bearer form are designed for use in Europe.
Money Market Instruments--The Portfolio may invest, in the
circumstances described under "Description of the Fund--
Management Policies," in the following types of money market
instruments.
U.S. Government Securities. Securities issued or
guaranteed by the U.S. Government or its agencies or
instrumentalities include U.S. Treasury securities that differ
in their interest rates, maturities and times of issuance. Some
obligations issued or guaranteed by U.S. Government agencies and
instrumentalities are supported by the full faith and credit of
the U.S. Treasury; others, by the right of the issuer to borrow
from the Treasury; others, by discretionary authority of the
U.S. Government to purchase certain obligations of the agency or
instrumentality; and others, only by the credit of the agency or
instrumentality. These securities bear fixed, floating or
variable rates of interest. While the U.S. Government provides
financial support to such U.S. Government-sponsored agencies and
instrumentalities, no assurance can be given that it will always
do so since it is not so obligated by law.
Repurchase Agreements. In a repurchase agreement, the
Portfolio buys, and the seller agrees to repurchase, a security
at a mutually agreed upon time and price (usually within seven
days). The repurchase agreement thereby determines the yield
during the purchaser's holding period, while the seller's
obligation to repurchase is secured by the value of the
underlying security. Repurchase agreements could involve risks
in the event of a default or insolvency of the other party to
the agreement, including possible delays or restrictions upon
the Portfolio's ability to dispose of the underlying securities.
The Portfolio may enter into repurchase agreements with certain
banks or non-bank dealers.
Bank Obligations. The Portfolio may purchase
certificates of deposit, time deposits, bankers' acceptances and
other short-term obligations issued by domestic banks, foreign
subsidiaries or foreign branches of domestic banks, domestic and
foreign branches of foreign banks, domestic savings and loan
associations and other banking institutions. With respect to
such securities issued by foreign subsidiaries or foreign
branches of domestic banks, and domestic and foreign branches of
foreign banks, the Portfolio may be subject to additional
investment risks that are different in some respects from those
incurred by a fund which invests only in debt obligations of
U.S. domestic issuers.
Certificates of deposit are negotiable certificates
evidencing the obligation of a bank to repay funds deposited
with it for a specified period of time.
Time deposits are non-negotiable deposits maintained in
a banking institution for a specified period of time (in no
event longer than seven days) at a stated interest rate.
Bankers' acceptances are credit instruments evidencing
the obligation of a bank to pay a draft drawn on it by a
customer. These instruments reflect the obligation both of the
bank and the drawer to pay the face amount of the instrument
upon maturity. The other short-term obligations may include
uninsured, direct obligations bearing fixed, floating or
variable interest rates.
Commercial Paper. Commercial paper consists of short-
term, unsecured promissory notes issued to finance short-term
credit needs. The commercial paper purchased by the Portfolio
will consist only of direct obligations which, at the time of
their purchase, are (a) rated not lower than Prime-1 by Moody's
Investors Service Inc. ("Moody's") or A-1 by Standard & Poor's
Corporation ("S&P"), (b) issued by companies having an
outstanding unsecured debt issue currently rated at least A3 by
Moody's or A- by S&P, or (c) if unrated, determined by The
Dreyfus Corporation to be of comparable quality to those rated
obligations which may be purchased by the Portfolio.
Illiquid Securities--The Portfolio may invest up to 15% of the
value of its net assets in securities as to which a liquid
trading market does not exist, provided such investments are
consistent with the Portfolio's investment objective. Such
securities may include securities that are not readily
marketable, such as certain securities that are subject to legal
or contractual restrictions on resale, repurchase agreements
providing for settlement in more than seven days after notice,
and certain 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.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS AND IN THE FUND'S OFFICIAL SALES LITERATURE IN
CONNECTION WITH THE OFFER OF THE FUND'S SHARES, AND, IF GIVEN OR
MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER IN ANY STATE IN WHICH,
OR TO ANY PERSON TO WHOM, SUCH OFFERING MAY NOT LAWFULLY BE
MADE.
<PAGE>
DREYFUS GROWTH AND VALUE FUNDS, INC.
DREYFUS GROWTH
DREYFUS AGGRESSIVE GROWTH
DREYFUS VALUE
DREYFUS AGGRESSIVE VALUE
DREYFUS SMALL COMPANY VALUE
DREYFUS INTERNATIONAL GROWTH
DREYFUS INTERNATIONAL VALUE
PART B
(STATEMENT OF ADDITIONAL INFORMATION)
SEPTEMBER , 1995
This Statement of Additional Information, which is
not a prospectus, supplements and should be read in conjunction
with the current Prospectus of the Portfolios named above (each,
a "Portfolio") of Dreyfus Growth and Value Funds, Inc. (the
"Fund"), dated September , 1995, as each may be revised from
time to time. To obtain a copy of the relevant Portfolio's
Prospectus, please write to the Fund at 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144, or call the following
numbers:
Call Toll Free 1-800-645-6561
In New York City -- Call 1-718-895-1206
Outside the U.S. and Canada -- Call 516-794-5452
The Dreyfus Corporation (the "Manager") serves as
each Portfolio's investment adviser. Premier Mutual Fund
Services, Inc. (the "Distributor") is the distributor of each
Portfolio's shares.
TABLE OF CONTENTS
Page
Investment Objective and Management Policies. . . . . B-3
Management of the Fund. . . . . . . . . . . . . . . . B-16
Management Agreement. . . . . . . . . . . . . . . . . B-19
Purchase of Shares . . . . . . . . . . . . . . . . . B-22
Shareholder Services Plan . . . . . . . . . . . . . . B-23
Redemption of Shares. . . . . . . . . . . . . . . . . B-25
Shareholder Services. . . . . . . . . . . . . . . . . B-27
Determination of Net Asset Value. . . . . . . . . . . B-30
Dividends, Distributions and Taxes. . . . . . . . . . B-32
Portfolio Transactions. . . . . . . . . . . . . . . . B-34
Performance Information . . . . . . . . . . . . . . . B-36
Information About the Fund. . . . . . . . . . . . . . B-36
Custodian, Transfer and Dividend Disbursing Agent,
Counsel and Independent Auditors. . . . . . . . . . B-37
Financial Statements. . . . . . . . . . . . . . . . . B-
Report of Independent Auditors. . . . . . . . . . . . B-
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD
BE READ IN CONJUNCTION WITH THE SECTIONS IN EACH PORTFOLIO'S
PROSPECTUS ENTITLED "DESCRIPTION OF THE FUND" AND "APPENDIX."
Portfolio Securities
American, European and Continental Depositary
Receipts. To the extent set forth in its Prospectus, each
Portfolio may invest in American Depositary Receipts, European
Depositary Receipts and Continental Depositary Receipts through
"sponsored" or "unsponsored" facilities. A sponsored facility
is established jointly by the issuer of the underlying security
and a depositary, whereas a depositary may establish an
unsponsored facility without participation by the issuer of the
deposited security. Holders of unsponsored depositary receipts
generally bear all the costs of such facilities and the
depositary of an unsponsored facility frequently is under no
obligation to distribute shareholder communications received
from the issuer of the deposited security or to pass through
voting rights to the holders of such receipts in respect of the
deposited securities.
Repurchase Agreements. The Portfolios' custodian
or sub-custodian will have custody of, and will hold in a
segregated account, securities acquired by a Portfolio under a
repurchase agreement. Repurchase agreements are considered by
the staff of the Securities and Exchange Commission to be loans
by the Portfolio. In an attempt to reduce the risk of incurring
a loss on a repurchase agreement, each Portfolio will enter into
repurchase agreements only with domestic banks with total assets
in excess of $1 billion, or primary government securities
dealers reporting to the Federal Reserve Bank of New York, with
respect to securities of the type in which the Portfolio may
invest, and will require that additional securities be deposited
with it if the value of the securities purchased should decrease
below the resale price.
Commercial Paper and Other Short-Term Corporate
Obligations. These instruments include variable amount master
demand notes, which are obligations that permit a Portfolio to
invest fluctuating amounts at varying rates of interest pursuant
to direct arrangements between the Portfolio, as lender, and the
borrower. These notes permit daily changes in the amounts
borrowed. Because these obligations are direct lending
arrangements between the lender and borrower, it is not
contemplated that such instruments generally will be traded, and
there generally is no established secondary market for these
obligations, although they are redeemable at face value, plus
accrued interest, at any time. Accordingly, where these
obligations are not secured by letters of credit or other credit
support arrangements, the Portfolio's right to redeem is
dependent on the ability of the borrower to pay principal and
interest on demand. Such obligations frequently are not rated
by credit rating agencies, and a Portfolio may invest in them
only if at the time of an investment the borrower meets the
criteria set forth in the Portfolio's Prospectus for other
commercial paper issuers.
Convertible Securities. Convertible securities
are fixed-income securities that may be converted at either a
stated price or stated rate into underlying shares of common
stock. Convertible securities have characteristics similar to
both fixed-income and equity securities. Convertible securities
generally are subordinated to other similar but non-convertible
securities of the same issuer, although convertible bonds, as
corporate debt obligations, enjoy seniority in right of payment
to all equity securities, and convertible preferred stock is
senior to common stock, of the same issuer. Because of the
subordination feature, however, convertible securities typically
have lower ratings than similar non-convertible securities.
[/R]
Although to a lesser extent than with fixed-income
securities generally, the market value of convertible securities
tends to decline as interest rates increase and, conversely,
tends to increase as interest rates decline. In addition,
because of the conversion feature, the market value of
convertible securities tends to vary with fluctuations in the
market value of the underlying common stock. A unique feature
of convertible securities is that as the market price of the
underlying common stock declines, convertible securities tend to
trade increasingly on a yield basis, and so may not experience
market value declines to the same extent as the underlying
common stock. When the market price of the underlying common
stock increases, the prices of the convertible securities tend
to rise as a reflection of the value of the underlying common
stock. While no securities investments are without risk,
investments in convertible securities generally entail less risk
than investments in common stock of the same issuer.
[/R]
As fixed-income securities, convertible securities
are investments that provide for a stable stream of income with
generally higher yields than common stocks. As with all fixed-
income securities, there can be no assurance of current income
because the issuers of the convertible securities may default on
their obligations. Convertible securities, however, generally
offer lower interest or dividend yields than non-convertible
securities of similar quality because of the potential for
capital appreciation. A convertible security, in addition to
providing fixed income, offers the potential for capital
appreciation through the conversion feature, which enables the
holder to benefit from increases in the market price of the
underlying common stock. There can be no assurance of capital
appreciation, however, because securities prices fluctuate.
Closed-End Investment Companies. If permitted by
its Prospectus, a Portfolio may invest in securities issued by
closed-end investment companies. Under the Investment Company
Act of 1940, as amended (the "Act"), a Portfolio's investment in
such securities, subject to certain exceptions, currently is
limited to (i) 3% of the total voting stock of any one
investment company, (ii) 5% of the Portfolio's net assets with
respect to any one investment company and (iii) 10% of the
Portfolio's net assets in the aggregate. Investments in the
securities of other investment companies may involve duplication
of advisory fees and certain other expenses.
Foreign Government Obligations; Securities of
Supranational Entities. If permitted by its Prospectus, a
Portfolio may invest in obligations issued or guaranteed by one
or more foreign governments or any of their political
subdivisions, agencies or instrumentalities that are determined
by the Manager 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.
Illiquid Securities. When purchasing securities
that have not been registered under the Securities Act of 1933,
as amended, and are not readily marketable, each Portfolio will
endeavor, to the extent practicable, to obtain the right to
registration at the expense of the issuer. Generally, there
will be a lapse of time between the Portfolio's decision to sell
any such security and the registration of the security
permitting sale. During any such period, the price of the
securities will be subject to market fluctuations. However,
where a substantial market of qualified institutional buyers has
developed for certain unregistered securities purchased by the
Portfolio pursuant to Rule 144A under the Securities Act of
1933, as amended, the Portfolio intends to treat such securities
as liquid securities in accordance with procedures approved by
the Fund's Board. Because it is not possible to predict with
assurance how the market for specific restricted securities sold
pursuant to Rule 144A will develop, the Fund's Board has
directed the Manager to monitor carefully each Portfolio's
investments in such securities with particular regard to trading
activity, availability of reliable price information and other
relevant information. To the extent that, for a period of time,
qualified institutional buyers cease purchasing restricted
securities pursuant to Rule 144A, a Portfolio's investing in
such securities may have the effect of increasing the level of
illiquidity in its investment portfolio during such period.
Management Policies
A Portfolio may engage in the following investment
practices in furtherance of its objective.
Leverage. (All Portfolios) For borrowings for
investment purposes, the Act requires the Portfolio to maintain
continuous asset coverage (that is, total assets including
borrowings, less liabilities exclusive of borrowings) of 300% of
the amount borrowed. If the required coverage should decline as
a result of market fluctuations or other reasons, a Portfolio
may be required to sell some of its portfolio securities 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.
Each 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. To the extent a Portfolio enters into a
reverse repurchase agreement, the Portfolio will maintain in a
segregated custodial account cash or U.S. Government securities
or other high quality liquid debt securities at least equal to
the aggregate amount of its reverse repurchase obligations, plus
accrued interest, in certain cases, in accordance with releases
promulgated by the Securities and Exchange Commission. The
Securities and Exchange Commission views reverse repurchase
transactions as collateralized borrowings by a Portfolio.
Short-Selling. (All Portfolios) In these
transactions, a Portfolio sells a security it does not own in
anticipation of a decline in the market value of the security.
To complete the transaction, the Portfolio must borrow the
security to make delivery to the buyer. The Portfolio is
obligated to replace the security borrowed by purchasing it
subsequently at the market price at the time of replacement. A
Portfolio will incur a loss if the price of the security
increases between the date of the short sale and the date on
which the Portfolio replaces the borrowed security; it will
realize a gain if the security declines in price between those
dates.
Securities will not be sold short if, after effect
is given to any such short sale, the total market value of all
securities sold short would exceed 25% of the value of a
Portfolio's net assets. A Portfolio may not sell short the
securities of any single issuer listed on a national securities
exchange to the extent of more than 5% of the value of the
Portfolio's net assets. A Portfolio may not sell short the
securities of any class of an issuer if, as a result of such
sale, the Portfolio would have sold short in the aggregate more
than 5% of the outstanding securities of that class.
A Portfolio also may make short sales "against the
box," in which the Portfolio enters into a short sale of a
security it owns in order to hedge an unrealized gain on the
security. At no time will more than 15% of the value of the
Portfolio's net assets be in deposits on short sales against the
box.
Until a Portfolio closes its short position or
replaces the borrowed security, it will: (a) maintain a
segregated account, containing cash or U.S. Government
securities, at such a level that the amount deposited in the
account plus the amount deposited with the broker as collateral
(i) will equal the current value of the security sold short and
(ii) will not be less than the market value of the security at
the time it was sold short; or (b) otherwise cover its short
position.
Lending Portfolio Securities. ( Portfolios
only) A Portfolio may lend securities from its portfolio to
brokers, dealers and other financial institutions needing to
borrow securities to complete certain transactions. In
connection with such loans, the Portfolio continues to be
entitled to payments in amounts equal to the interest, dividends
or other distributions payable on the loaned securities. Loans
of portfolio securities afford a Portfolio an opportunity to
earn interest on the amount of the loan and at the same time to
earn income on the loaned securities' collateral. Loans of
portfolio securities may not exceed 33-1/3% of the value of a
Portfolio's total assets. In connection with such loans, the
Portfolio will receive collateral consisting of cash, U.S.
Government securities or irrevocable letters of credit which
will be maintained at all times in an amount equal to at least
100% of the current market value of the loaned securities. Such
loans are terminable by the Portfolio at any time upon specified
notice. A Portfolio might experience risk of loss if the
institution with which it has engaged in a portfolio loan
transaction breaches its agreement with the Portfolio. In
connection with its securities lending transactions, a Portfolio
may return to the borrower or a third party which is
unaffiliated with the Portfolio, and which is acting as a
"placing broker," a part of the interest earned from the
investment of collateral received for securities loaned.
The Securities and Exchange Commission currently
requires that the following conditions must be met whenever
portfolio securities are loaned: (1) the Portfolio must receive
at least 100% cash collateral from the borrower; (2) the
borrower must increase such collateral whenever the market value
of the securities rises above the level of such collateral; (3)
the Portfolio must be able to terminate the loan at any time;
(4) the Portfolio must receive reasonable interest on the loan,
as well as any dividends, interest or other distributions
payable on the loaned securities, and any increase in market
value; (5) the Portfolio may pay only reasonable custodian fees
in connection with the loan; and (6) while voting rights on the
loaned securities may pass to the borrower, the Fund's Board
must terminate the loan and regain the right to vote the
securities if a material event adversely affecting the
investment occurs.
Derivatives. (All Portfolios) A Portfolio may
invest in Derivatives (as defined in the Portfolio's Prospectus)
for a variety of reasons, including to hedge certain market
risks, to provide a substitute for purchasing or selling
particular securities or to increase potential income gain.
Derivatives may provide a cheaper, quicker or more specifically
focused way for the Portfolio 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 a Portfolio to increase, decrease or change
the level of risk to which its portfolio is exposed in much the
same way as the Portfolio can increase, decrease or change the
risk of its portfolio by making investments in specific
securities.
In addition, 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 a Portfolio's performance.
If a Portfolio invests in Derivatives at
inappropriate times or judges market conditions incorrectly,
such investments may lower the Portfolio's return or result in a
loss. A 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 no Portfolio will be a commodity pool,
Derivatives subject the Portfolio to the rules of the Commodity
Futures Trading Commission (the "CFTC") which limit the extent
to which the Portfolio can invest in certain Derivatives. A
Portfolio may invest in futures contracts and options with
respect thereto for hedging purposes without limit. However, a
Portfolio may not 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, exceed 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.
A Portfolio may invest up to 5% of its assets,
represented by the premium paid, in the purchase of call and put
options. A 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. When
required by the Securities and Exchange Commission, the
Portfolio will set aside permissible liquid assets in a
segregated account to cover its obligations relating to its
purchase of Derivatives. To maintain this required cover, a
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.
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 payment system (i.e., margin
requirements) 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 Manager 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. (All
Portfolios, limited as provided in the relevant Portfolio's
Prospectus) A Portfolio may enter into futures contracts in
U.S. domestic markets, such as the Chicago Board of Trade and
the International Monetary Market of the Chicago Mercantile
Exchange, or, if permitted in its Prospectus, on exchanges
located outside the United States, such as the London
International Financial Futures Exchange and the Sydney Futures
Exchange Limited. Foreign markets may offer advantages such as
trading 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 exchange rate, or the
Portfolio could incur losses as a result of those changes.
Transactions on foreign exchanges may include both commodities
which are traded on domestic exchanges and those which are not.
Unlike trading on domestic commodity exchanges, trading on
foreign commodity exchanges is not regulated by the CFTC.
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 Manager's ability 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 transaction 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. In
addition, in such situations, if the Portfolio has insufficient
cash, it may have to sell securities to meet daily variation
margin requirements. Such sales of securities may, but will not
necessarily, be at increased prices which reflect the rising
market. A Portfolio may have to sell 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 cash or high quality money market
instruments in connection with its commodities transactions in
an amount generally equal to the value of the underlying
commodity. 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 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. (All Portfolios, limited as
provided in the relevant Portfolio's Prospectus) A Portfolio
may purchase and write (i.e., sell) call or put options with
respect to specific securities. 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.
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 cash or other securities. A put option written by a
Portfolio is covered when, among other things, cash or liquid
securities having a value equal to or greater than the exercise
price of the option are placed in a segregated account with the
Portfolio's custodian 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.
A 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 Manager's ability to predict correctly movements
in the prices of individual stocks or the stock market
generally. To the extent the Manager's predictions are
incorrect, a Portfolio may incur losses.
Forward Commitments. (All Portfolios) 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 that
will be received on a forward commitment or when-issued security
are fixed at the time the Portfolio enters into the commitment.
However, a Portfolio does not make a payment until it receives
delivery from the other party to the transaction. A Portfolio
will make commitments to purchase such securities only with the
intention of actually acquiring the securities, but the
Portfolio may sell these securities before the settlement date
if it is deemed advisable. A segregated account of the
Portfolio consisting of cash, cash equivalents or U.S.
Government securities or other high quality liquid debt
securities at least equal at all times to the amount of the
commitments will be established and maintained at the
Portfolio's custodian bank.
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.
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 Portfolio will
provide appropriate disclosure in its Prospectus or Statement of
Additional Information.
Investment Restrictions
Each Portfolio has adopted investment restrictions
numbered 1 through 10 as fundamental policies. These
restrictions cannot be changed, as to a Portfolio, without
approval by the holders of a majority (as defined in the 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 more than 25% of the value of its total
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.
4. 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.
5. 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 or real estate investment trusts.
6. Borrow money, except to the extent permitted under
the Act (which currently limits borrowing to no more than
33-1/3% of the value of the Portfolio's total assets). For
purposes of this Investment Restriction, the entry into options,
forward contracts, futures contracts, including those relating
to indices, and options on futures contracts or indices shall
not constitute borrowing.
7. Make loans to others, except through the purchase
of debt obligations and the entry into repurchase agreements.
However, the Portfolio may lend its portfolio securities in an
amount not to exceed 33-1/3% of the value of its total assets.
Any loans of portfolio securities will be made according to
guidelines established by the Securities and Exchange Commission
and the Fund's Board of Directors.
8. 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.
9. Issue any senior security (as such term is defined
in Section 18(f) of the Act), except to the extent the
activities permitted in Investment Restriction Nos. 4, 6, 13 and
14 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. Purchase securities of any company having less
than three years' continuous operations (including operations of
any predecessor) 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.
12. 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.
13. 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.
14. Purchase, sell or write puts, calls or
combinations thereof, except as described in the relevant
Portfolio's Prospectus and Statement of Additional Information.
15. Enter into repurchase agreements providing for
settlement in more than seven days after notice or purchase
securities which are illiquid, if, in the aggregate, more
than 15% of the value of the Portfolio's net assets would be so
invested.
16. Purchase securities of other investment companies,
except to the extent permitted under the Act.
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.
Each Portfolio may invest, notwithstanding any
other investment restriction (whether or not fundamental), all
of its assets in the securities of a single open-end management
investment company with substantially the same fundamental
investment objective, policies and restrictions as the
Portfolio.
The Fund may make commitments more restrictive
than the restrictions listed above so as to permit the sale of
Portfolio shares in certain states. Should the Fund determine
that a commitment is no longer in the best interest of the
Portfolio and its shareholders, the Fund reserves the right to
revoke the commitment by terminating the sale of such
Portfolio's shares in the state involved.
MANAGEMENT OF THE FUND
Directors and officers of the Fund, together with
information as to their principal business occupations during at
least the last five years, are shown below. Each Director who
is deemed to be an "interested person" of the Fund, as defined
in the Act, is indicated by an asterisk.
Directors of the Fund
* JOSEPH S. DiMARTINO, Chairman of the Board. Since January
1995, Chairman of the Board of various funds in the
Dreyfus Family of Funds. For more than five years
prior thereto, he was President, a director and, until
August 1994, Chief Operating Officer of the Manager and
Executive Vice President and a director of Dreyfus
Service Corporation, a wholly-owned subsidiary of the
Manager and, until August 24, 1994, the Fund's
distributor. From August 1994 until December 31, 1994,
he was a director of Mellon Bank Corporation. He is
also Chairman of the Board of Directors of Noel Group,
Inc., a venture capital company; a trustee of Bucknell
University; and a director of The Muscular Dystrophy
Association, HealthPlan Services Corporation, Belding
Heminway Company, Inc., a manufacturer and marketer of
industrial threads, specialty yarns, home furnishings
and fabrics, Curtis Industries, Inc., a national
distributor of security products, chemicals and
automotive and other hardware, Simmons Outdoor
Corporation and Staffing Resources, Inc. He is 51
years old and his address is 200 Park Avenue, New York,
New York 10166.
JOHN M. FRASER, JR., Director. President of Fraser Associates,
a service company for planning and arranging corporate
meetings and other events. From September 1975 to June
1978, he was Executive Vice President of Flagship
Cruises, Ltd. Prior thereto, he was Senior Vice
President and Resident Director of the Swedish-American
Line for the United States and Canada. He is [72]
years old and his address is 133 East 64th Street, New
York, New York 10021.
EHUD HOUMINER, Director. Since July 1991, Professor and
Executive-in-Residence at the Columbia Business School,
Columbia University and, since February 1992, a
Consultant to Bear, Stearns & Co. Inc., investment
bankers. He was President and Chief Executive Officer
of Philip Morris USA, manufacturers of consumer
products, from December 1988 to September 1990. He
also is a Director of Avnet Inc. He is [54] years
old and his address is c/o Columbia Business School,
Columbia University, Uris Hall, Room 526, New York,
New York 10027.
GLORIA MESSINGER, Director. From 1981 to 1993, Managing
Director and Chief Executive Officer of ASCAP (American
Society of Composers, Authors and Publishers). She is
a member of the Board of Directors of the Yale Law
School Fund and Theatre for a New Audience, Inc.,
and was secretary of the ASCAP Foundation and served as
a Trustee of the Copyright Society of the United
States. She is also a member of numerous professional
and civic organizations. She is [63] years old and her
address is 747 Third Avenue, 11th Floor, New York, New
York 10017.
For so long as the Fund's plan described in the
section captioned "Shareholder Services Plan" remains in effect,
the Board members who are not "interested persons" of the Fund,
as defined in the Act, will be selected and nominated by the
Board members who are not "interested persons" of the Fund.
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 by the Fund to each Board
member for the fiscal year ended October 31, 1994, and by all
other 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, 1994, were as follows:
<TABLE>
<CAPTION>
(5)
(3) Total Compensation
(2) Pension or (4) From Fund and
(1) Aggregate Retirement Benefits Estimated Annual Fund Complex
Name of Board Compensation Accrued as Part of Benefits Upon Paid to Board
Member From Fund<F1> Fund's Expenses Retirement Member
<S> <C> <C> <C> <C>
Joseph S. DiMartino $ none none $445,000(93)<F2>
John M. Fraser, Jr. $4,000 none none $ 46,766(12)
Ehud Houminer $4,000 none none $ 25,701(12)
Gloria Messinger $4,000 none none $ 3,277(1)
<FN>
<F1> Amount does not include reimbursed expenses for attending Board meetings, which amounted to $ for all Board members as
a group.
<F2> Estimated amount for the year ending December 31, 1995.
</TABLE>
Officers of the Fund
MARIE E. CONNOLLY, President and Treasurer. President and Chief
Operating Officer of the Distributor and an officer of
other investment companies advised or administered by
the Manager. From December 1991 to July 1994, she was
President and Chief Compliance Officer of Funds
Distributor, Inc., a wholly-owned subsidiary of The
Boston Company, Inc. Prior to December 1991, she
served as Vice President and Controller, and later as
Senior Vice President, of The Boston Company Advisors,
Inc. She is 37 years old.
JOHN E. PELLETIER, Vice President and Secretary. Senior Vice
President and General Counsel of the Distributor and an
officer of other investment companies advised or
administered by the Manager. From February 1992 to
July 1994, he served as Counsel for The Boston Company
Advisors, Inc. From August 1990 to February 1992, he
was employed as an Associate at Ropes & Gray. He is 31
years old.
FREDERICK C. DEY, Vice President and Assistant Treasurer.
Senior Vice President of the Distributor and an officer
of other investment companies advised or administered
by the Manager. From 1988 to August 1994, he was
manager of the High Performance Fabric Division of
Springs Industries Inc. He is 33 years old.
ERIC B. FISCHMAN, Vice President and Assistant Secretary.
Associate General Counsel of the Distributor and an
officer of other investment companies advised or
administered by the Manager. From September 1992 to
August 1994, he was an attorney with the Board of
Governors of the Federal Reserve System. He is 30
years old.
JOSEPH S. TOWER, III, Assistant Treasurer. Senior Vice
President, Treasurer and Chief Financial Officer of the
Distributor and an officer of other investment
companies advised or administered by the Manager. From
July 1988 to August 1994, he was employed by The Boston
Company, Inc. where he held various management
positions in the Corporate Finance and Treasury areas.
He is 33 years old.
JOHN J. PYBURN, Assistant Treasurer. Assistant Treasurer
of the Distributor and an officer of other investment
companies advised or administered by the Manager. From
1984 to July 1994, he was Assistant Vice President in
the Mutual Fund Accounting Department of the Manager.
He is 59 years old.
PAUL FURCINITO, Assistant Secretary. Assistant Vice President
of the Distributor and an officer of other investment
companies advised or administered by the Manager. From
January 1992 to July 1994, he was a Senior Legal
Product Manager and, from January 1990 to January
1992, a mutual fund accountant, for The Boston Company
Advisors, Inc. He is 28 years old.
RUTH D. LEIBERT, Assistant Secretary. Assistant Vice President
of the Distributor and an officer of other investment
companies advised or administered by the Manager. From
March 1992 to July 1994, she was a Compliance Officer
for The Managers Funds, a registered investment
company. From March 1990 until September 1991, she was
Development Director of The Rockland Center for the
Arts. She is 50 years old.
The address of each officer of the Fund is 200
Park Avenue, New York, New York 10166.
Directors and officers of the Fund, as a group, owned
less than 1% of each Portfolio's shares of common stock
outstanding on , 1995.
The following persons are known by the Fund to own of
record or beneficially 5% or more of the Fund's outstanding
voting securities as of ________, 1995: [To come] A
shareholder who beneficially owns, directly or indirectly, more
than 25% of a Portfolio's voting securities may be deemed a
"control person" (as defined in the Act) of the Portfolio.
MANAGEMENT AGREEMENT
The following information supplements and should be
read in conjunction with the section in each Portfolio's
Prospectus entitled "Management of the Fund."
The Manager provides management services pursuant to
the Management Agreement (the "Agreement") dated August 24,
1994, as revised ________, 1995, with the Fund. As to each
Portfolio, the Agreement is subject to annual approval by (i)
the Fund's Board or (ii) vote of a majority (as defined in the
Act) of the outstanding voting securities of such Portfolio,
provided that in either event the continuance also is approved
by a majority of the Board members who are not "interested
persons" (as defined in the Act) of the Fund or the Manager, by
vote cast in person at a meeting called for the purpose of
voting on such approval. The Agreement was approved by
shareholders on August 5, 1994 in respect of Dreyfus Growth,
Dreyfus Value and Dreyfus Small Company Value, and on ________,
1995 in respect of Dreyfus Aggressive Growth, Dreyfus Aggressive
Value, Dreyfus International Growth and Dreyfus International
Value and was last approved by the Fund's Board, including a
majority of the Board members who are not "interested persons"
of any party to the Agreement, at a meeting held on May 23, 1994
in respect of Dreyfus Growth, Dreyfus Value and Dreyfus Small
Company Value, and on ________, 1995 in respect of Dreyfus
Aggressive Growth, Dreyfus Aggressive Value, Dreyfus
International Growth and Dreyfus International Value. As to
each Portfolio, the 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, on not less than
90 days' notice, by the Manager. The Agreement will terminate
automatically, as to the relevant Portfolio, in the event of its
assignment (as defined in the Act).
The following persons are officers and/or directors of
the Manager: Howard Stein, Chairman of the Board and Chief
Executive Officer; W. Keith Smith, Vice Chairman of the Board;
Robert E. Riley, President, Chief Operating Officer and a
director; Stephen E. Canter, Vice Chairman, Chief Investment
Officer and a director; Lawrence S. Kash, Vice Chairman-
- -Distribution and a director; Philip L. Toia, Vice Chairman-
- -Operations and Administration; Paul H. Snyder, Vice President
and Chief Financial Officer; Daniel C. Maclean, Vice President
and General Counsel; Elie M. Genadry, Vice President-
- -Institutional Sales; Henry D. Gottmann, Vice President--Retail
Sales; Mark N. Jacobs, Vice President--Fund Legal and Compliance
and Secretary; Jeffrey N. Nachman, Vice President--Mutual Fund
Accounting; Diane M. Coffey, Vice President--Corporate
Communications; Barbara E. Casey, Vice President--Retirement
Services; Katherine C. Wickham, Vice President--Human
Resources; Maurice Bendrihem, Controller; Elvira Oslapas,
Assistant Secretary; and Mandell L. Berman, Frank V. Cahouet,
Alvin E. Friedman, Lawrence M. Greene, Julian M. Smerling and
David B. Truman, directors.
The Manager manages each Portfolio's investments
in accordance with the stated policies of such Portfolio,
subject to the approval of the Fund's Board. The Manager is
responsible for investment decisions, and provides the Fund with
portfolio managers who are authorized by the Board to execute
purchases and sales of securities. The Fund's portfolio
managers are [Howard Stein, Richard B. Hoey, Jeffrey F. Friedman
and Ernest G. Wiggins, Jr.] The Manager also maintains a
research department with a professional staff of portfolio
managers and securities analysts who provide research services
for the Fund as well as for other funds advised by the Manager.
All purchases and sales are reported for the Board's review at
the meeting subsequent to such transactions.
All expenses incurred in the operation of the
Fund are borne by the Fund, except to the extent specifically
assumed by the Manager. The expenses borne by the Fund include:
organizational costs, taxes, interest, loan commitment fees,
interest and distributions paid on securities sold short,
brokerage fees and commissions, if any, fees of Board members
who are not officers, directors, employees or holders of 5% or
more of the outstanding voting securities of the Manager,
Securities and Exchange Commission fees, state Blue Sky
qualification fees, advisory fees, charges of custodians,
transfer and dividend disbursing agents' fees, certain insurance
premiums, industry association fees, outside auditing and legal
expenses, costs of maintaining the Fund's existence, costs of
independent pricing services, costs attributable to investor
services (including, without limitation, telephone and personnel
expenses), costs of shareholders' reports and corporate
meetings, costs of preparing and printing certain prospectuses
and statements of additional information, and any extraordinary
expenses. In addition, the Fund is subject to an annual service
fee for ongoing personal services relating to shareholder
accounts and services related to the maintenance of shareholder
accounts. See "Shareholder Services Plan." Expenses
attributable to a particular Portfolio are charged against the
assets of that Portfolio; other expenses of the Fund are
allocated among the Portfolios on the basis determined by the
Board, including, but not limited to, proportionately in
relation to the net assets of each Portfolio.
The Manager maintains office facilities on behalf
of the Fund, and furnishes statistical and research data,
clerical help, accounting, data processing, bookkeeping and
internal auditing and certain other required services to the
Fund. The Manager also may make such advertising and
promotional expenditures, using its own resources, as it from
time to time deems appropriate.
As compensation for the Manager's services to the
fund, the Fund has agreed to pay the Manager a monthly fee at
the annual rate of .75 of 1% of the value of each Portfolio's
average daily net assets. For the period December 29, 1993
(commencement of operations) through October 31, 1994, the
management fee payable, and amounts waived by the Manager, for
each then-existing Portfolio were as follows:
<TABLE>
<CAPTION>
Reduction Net Fee
Portfolio Management Fee in Fee Paid
Payable
<S> <C> <C> <C>
Dreyfus Growth $31,700 $31,700 $0
Dreyfus Value $32,302 $32,302 $0
Dreyfus Small
Company Value $32,544 $32,544 $0
</TABLE>
As to each Portfolio, the Manager has agreed that
if in any fiscal year the aggregate expenses of the Portfolio,
exclusive of taxes, brokerage, interest on borrowings and (with
the prior written consent of the necessary state securities
commissions) extraordinary expenses, but including the
management fee, exceed the expense limitation of any state
having jurisdiction over the Fund, the Fund may deduct from the
payment to be made to the Manager under the Agreement, or the
Manager will bear, such excess expense to the extent required by
state law. Such deduction or payment, if any, will be estimated
daily, and reconciled and effected or paid, as the case may be,
on a monthly basis.
The aggregate of the fees payable to the Manager
is not subject to reduction as the value of a Portfolio's net
assets increases.
PURCHASE OF SHARES
The following information supplements and should
be read in conjunction with the section in each Portfolio's
Prospectus entitled "How to Buy Shares."
The Distributor. The Distributor serves as the
Fund's distributor pursuant to an agreement which is renewable
annually. The Distributor also acts as distributor for the
other funds in the Dreyfus Family of Funds and for certain other
investment companies.
Dreyfus TeleTransfer Privilege. Dreyfus
TeleTransfer purchase orders may be made between the hours of
8:00 a.m. and 4:00 p.m., New York time, on any business day that
The Shareholder Services Group, Inc., the Fund's transfer and
dividend disbursing agent (the "Transfer Agent"), and the New
York Stock Exchange are open. Such purchases will be credited
to the shareholder's Fund account on the next bank business day.
To qualify to use the Dreyfus TeleTransfer Privilege, the
initial payment for purchase of shares must be drawn on, and
redemption proceeds paid to, the same bank and account as are
designated on the Account Application or Shareholder Services
Form on file. If the proceeds of a particular redemption are to
be wired to an account at any other bank, the request must be in
writing and signature-guaranteed. See "Redemption of
Shares--Dreyfus TeleTransfer Privilege."
Reopening an Account. An investor may reopen an
account with a minimum investment of $100 without filing a new
Account Application during the calendar year, provided the
information on the old Account Application is still applicable.
SHAREHOLDER SERVICES PLAN
The following information supplements and should
be read in conjunction with the section in each Portfolio's
Prospectus entitled "Shareholder Services Plan."
The Fund has adopted a Shareholder Services Plan
pursuant to which the Fund pays the Distributor for the
provision of certain services to each Portfolio's shareholders.
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 Board members
for their review. In addition, the Shareholder Services Plan
provides that it may be amended only with the approval of the
Board members, and by the Board members who are neither
"interested persons" (as defined in the Act) of the Fund nor
have any 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 cast in person at a meeting called for the
purpose of voting on the Shareholder Services Plan. The
Shareholder Services Plan was so approved on , 1995.
The Shareholder Services Plan is terminable with respect to each
Portfolio at any time by vote of a majority of the Board members
who are not "interested persons" and who have no direct or
indirect financial interest in the operation of the Shareholder
Services Plan or in any agreements entered into in connection
with the Shareholder Services Plan.
For the period August 24, 1994 (effective date of
Shareholder Services Plan) through October 31, 1994, the amounts
charged to each then-existing Portfolio pursuant to the
Shareholder Services Plan were as follows:
Portfolio Amount Charged
Dreyfus Growth $2,410
Dreyfus Value $2,457
Dreyfus Small Company Value $2,439
Prior Distribution Plans and Shareholder Services
Plan. As of , 1995, the Fund terminated its then-
existing Distribution Plan that had been in effect from August
24, 1994. That Distribution Plan, adopted pursuant to Rule
12b-1 under the Act, provided for the payment to the Manager and
its affiliates for advertising and marketing relating to the
Fund and for the payment of other expenses of the type set forth
in the chart that follows.
For the period August 24, 1994 through October
31, 1994, the amounts payable by each then-existing Portfolio
pursuant to the Distribution Plan were as follows:
<TABLE>
<CAPTION>
Prospectus and
statement of
additional
Distribution information Reductions Net
Advertising expenses expenses due to Amount
Portfolio and marketing payable payable undertakings paid
<S> <C> <C> <C> <C> <C>
Dreyfus Growth $4,819 $0 $0 $4,819 $0
Dreyfus Value $4,914 $0 $0 $4,914 $0
Dreyfus Small
Company Value $4,878 $0 $0 $4,878 $0
</TABLE>
As of August 24, 1994, the Fund terminated its
then-existing Distribution Plan, which provided for payments to
be made to Dreyfus Service Corporation for advertising,
marketing and distributing Fund shares at the annual rate of .50
of 1% of the value of each Portfolio's average daily net assets.
For the period December 29, 1993 (commencement of operations)
through August 23, 1994, the amounts payable by each
then-existing Portfolio pursuant to such Plan were as follows:
<TABLE>
Prospectus and
Advertising, statement of
marketing and additional
distribution information Reductions
expenses expenses due to Net amount
Portfolio payable payable undertakings paid
<S> <C> <C> <C> <C>
Dreyfus Growth $16,314 $0 $16,314 $0
Dreyfus Value $16,620 $0 $16,620 $0
Dreyfus Small
Company Value $16,818 $0 $16,818 $0
</TABLE>
As of August 24, 1994, the Fund also terminated
its then-existing Shareholder Services Plan, which provided for
payments to be made to Dreyfus Service Corporation for expenses
related to providing shareholder services. For the period
December 29, 1993 (commencement of operations) through August
23, 1994, the amounts charged to each then-existing Portfolio
pursuant to such Plan were as follows:
Portfolio Amount Charged
Dreyfus Growth $8,157
Dreyfus Value $8,310
Dreyfus Small Company Value $8,409
REDEMPTION OF SHARES
The following information supplements and should
be read in conjunction with the section in each Portfolio's
Prospectus entitled "How to Redeem Shares."
Wire Redemption Privilege. By using this
Privilege, the investor authorizes the Transfer Agent to act on
wire or telephone redemption instructions from any person
representing himself or herself to be the investor and
reasonably believed by the Transfer Agent to be genuine.
Ordinarily, the Fund will initiate payment for shares redeemed
pursuant to this Privilege on the next business day after
receipt if the Transfer Agent receives the redemption request in
proper form. Redemption proceeds will be transferred by Federal
Reserve wire only to the commercial bank account specified by
the investor on the Account Application or Shareholder Services
Form. Redemption proceeds, if wired, must be in the amount of
$1,000 or more and will be wired to the investor's account at
the bank of record designated in the investor's file at the
Transfer Agent, if the investor's bank is a member of the
Federal Reserve System, or to a correspondent bank if the
investor's bank is not a member. Fees ordinarily are imposed by
such bank and usually are borne by the investor. Immediate
notification by the correspondent bank to the investor's bank is
necessary to avoid a delay in crediting the funds to the
investor's bank account.
Investors with access to telegraphic equipment
may wire redemption requests to the Transfer Agent by employing
the following transmittal code which may be used for domestic or
overseas transmissions:
Transfer Agent's
Transmittal Code Answer Back Sign
144295 144295 TSSG PREP
Investors who do not have direct access to
telegraphic equipment may have the wire transmitted by
contacting a TRT Cables operator at 1-800-654-7171, toll free.
Investors should advise the operator that the above transmittal
code must be used and should also inform the operator of the
Transfer Agent's answer back sign.
To change the commercial bank or account
designated to receive redemption proceeds, a written request
must be sent to the Transfer Agent. This request must be signed
by each shareholder, with each signature guaranteed as described
below under "Stock Certificates; Signatures."
Dreyfus TeleTransfer Privilege. Investors should
be aware that if they have selected the Dreyfus TeleTransfer
Privilege, any request for a wire redemption will be effected as
a Dreyfus TeleTransfer transaction through the Automated
Clearing House ("ACH") system unless more prompt transmittal
specifically is requested. Redemption proceeds will be on
deposit in the investor's account at an ACH member bank
ordinarily two business days after receipt of the redemption
request. See "Purchase of Shares--Dreyfus TeleTransfer
Privilege."
Stock Certificates; Signatures. Any certificates
representing Fund shares to be redeemed must be submitted with
the redemption request. Written redemption requests must be
signed by each shareholder, including each holder of a joint
account, and each signature must be guaranteed. Signatures on
endorsed certificates submitted for redemption also must be
guaranteed. The Transfer Agent has adopted standards and
procedures pursuant to which signature-guarantees in proper form
generally will be accepted from domestic banks, brokers,
dealers, credit unions, national securities exchanges,
registered securities associations, clearing agencies and
savings associations, as well as from participants in the New
York Stock Exchange Medallion Signature Program, the Securities
Transfer Agents Medallion Program ("STAMP") and the Stock
Exchanges Medallion Program. Guarantees must be signed by an
authorized signatory of the guarantor and "Signature-Guaranteed"
must appear with the signature. The Transfer Agent may request
additional documentation from corporations, executors,
administrators, trustees or guardians, and may accept other
suitable verification arrangements from foreign investors, such
as consular verification. For more information with respect to
signature-guarantees, please call one of the telephone numbers
listed on the cover.
Redemption Commitment. The Fund has committed
itself to pay in cash all redemption requests by any shareholder
of record of a Portfolio, limited in amount during any 90-day
period to the lesser of $250,000 or 1% of the value of such
Portfolio's net assets at the beginning of such period. Such
commitment is irrevocable without the prior approval of the
Securities and Exchange Commission. In the case of requests for
redemption in excess of such amount, the Board reserves the
right to make payments in whole or in part in securities or
other assets in case of an emergency or any time a cash
distribution would impair the liquidity of the Portfolio to the
detriment of the existing shareholders. In such event, the
securities would be valued in the same manner as the Portfolio's
securities are valued. If the recipient sold such securities,
brokerage charges would be incurred.
Suspension of Redemptions. The right of
redemption may be suspended or the date of payment postponed (a)
during any period when the New York Stock Exchange is closed
(other than customary weekend and holiday closings), (b) when
trading in the markets the relevant Portfolio ordinarily
utilizes is restricted, or when an emergency exists as
determined by the Securities and Exchange Commission so that
disposal of the Portfolio's investments or determination of its
net asset value is not reasonably practicable, or (c) for such
other periods as the Securities and Exchange Commission by order
may permit to protect the Portfolio's shareholders.
SHAREHOLDER SERVICES
The following information supplements and should
be read in conjunction with the section in each Portfolio's
Prospectus entitled "Shareholder Services."
Fund Exchanges. Shares of other Portfolios of
the Fund or other funds purchased by exchange will be purchased
on the basis of relative net asset value per share as follows:
A. Exchanges for shares of funds that are
offered without a sales load will be made without a sales load.
B. Shares of funds purchased without a sales
load may be exchanged for shares of other funds sold with a
sales load, and the applicable sales load will be deducted.
C. Shares of funds purchased with a sales load
may be exchanged without a sales load for shares of other funds
sold without a sales load.
D. Shares of funds purchased with a sales load,
shares of funds acquired by a previous exchange from shares
purchased with a sales load and additional shares acquired
through reinvestment of dividends or distributions of any such
funds (collectively referred to herein as "Purchased Shares")
may be exchanged for shares of other funds sold with a sales
load (referred to herein as "Offered Shares"), provided that, if
the sales load applicable to the Offered Shares exceeds the
maximum sales load that could have been imposed in connection
with the Purchased Shares (at the time the Purchased Shares were
acquired), without giving effect to any reduced loads, the
difference will be deducted.
To accomplish an exchange under item D above,
shareholders must notify the Transfer Agent of their prior
ownership of fund shares and their account number.
To request an exchange, an investor must give
exchange instructions to the Transfer Agent in writing or by
telephone. The ability to issue exchange instructions by
telephone is given to all Fund shareholders automatically,
unless the investor checks the applicable "No" box on the
Account Application, indicating that the investor specifically
refuses this Privilege. By using the Telephone Exchange
Privilege, the investor authorizes the Transfer Agent to act on
telephonic instructions from any person representing himself or
herself to be the investor, and reasonably believed by the
Transfer Agent to be genuine. Telephone exchanges may be
subject to limitations as to the amount involved or the number
of telephone exchanges permitted. Shares issued in certificate
form are not eligible for telephone exchange.
To establish a Personal Retirement Plan by
exchange, shares of the fund being exchanged must have a value
of at least the minimum initial investment required for the fund
into which the exchange is being made. For Dreyfus-sponsored
Keogh Plans, IRAs and IRAs set up under a Simplified Employee
Pension Plan ("SEP-IRAs") with only one participant, the minimum
initial investment is $750. To exchange shares held in
Corporate Plans, 403(b)(7) Plans and SEP-IRAs with more than one
participant, the minimum initial investment is $100 if the plan
has at least $2,500 invested among the funds in the Dreyfus
Family of Funds. To exchange shares held in Personal Retirement
Plans, the shares exchanged must have a current value of at
least $100.
Dreyfus Auto-Exchange Privilege. Dreyfus
Auto-Exchange Privilege permits an investor to purchase, in
exchange for shares of a Portfolio, shares of one of the other
Portfolios of the Fund or shares of another fund in the Dreyfus
Family of Funds. This Privilege is available only for existing
accounts. Shares will be exchanged on the basis of relative net
asset value as described above under "Fund Exchanges."
Enrollment in or modification or cancellation of this Privilege
is effective three business days following notification by the
investor. An investor will be notified if the investor's
account falls below the amount designated to be exchanged under
this Privilege. In this case, an investor's account will fall
to zero unless additional investments are made in excess of the
designated amount prior to the next Auto-Exchange transaction.
Shares held under IRA and other retirement plans are eligible
for this Privilege. Exchanges of IRA shares may be made between
IRA accounts and from regular accounts to IRA accounts, but not
from IRA accounts to regular accounts. With respect to all
other retirement accounts, exchanges may be made only among
those accounts.
Fund Exchanges and the Dreyfus Auto-Exchange
Privilege are available to shareholders resident in any state in
which shares of the fund being acquired may legally be sold.
Shares may be exchanged only between accounts having identical
names and other identifying designations.
Shareholder Services Forms and prospectuses of
the other funds may be obtained by calling 1-800-645-6561. The
Fund reserves the right to reject any exchange request in whole
or in part. The Fund Exchanges service or the Dreyfus
Auto-Exchange Privilege may be modified or terminated at any
time upon notice to shareholders.
Automatic Withdrawal Plan. The Automatic
Withdrawal Plan permits an investor with a $5,000 minimum
account to request withdrawal of a specified dollar amount
(minimum of $50) on either a monthly or quarterly basis.
Withdrawal payments are the proceeds from sales of Fund shares,
not the yield on the shares. If withdrawal payments exceed
reinvested dividends and distributions, the investor's shares
will be reduced and eventually may be depleted. There is a
service charge of $.50 for each withdrawal check. Automatic
Withdrawal may be terminated at any time by the investor, the
Fund or the Transfer Agent. Shares for which certificates have
been issued may not be redeemed through the Automatic Withdrawal
Plan.
Dreyfus Dividend Sweep. Dreyfus Dividend Sweep
allows investors to invest on the payment date their dividends
or dividends and capital gain distributions, if any, from a
Portfolio in shares of another Portfolio of the Fund or shares
of another fund in the Dreyfus Family of Funds of which the
investor is a shareholder. Shares of other funds purchased
pursuant to this privilege will be purchased on the basis of
relative net asset value per share as follows:
A. Dividends and distributions paid by a fund
may be invested without imposition of a sales load in shares of
other funds that are offered without a sales load.
B. Dividends and distributions paid by a fund
which does not charge a sales load may be invested in shares of
other funds sold with a sales load, and the applicable sales
load will be deducted.
C. Dividends and distributions paid by a fund
which charges a sales load may be invested in shares of other
funds sold with a sales load (referred to herein as "Offered
Shares"), provided that, if the sales load applicable to the
Offered Shares exceeds the maximum sales load charged by the
fund from which dividends or distributions are being swept,
without giving effect to any reduced loads, the difference will
be deducted.
D. Dividends and distributions paid by a fund
may be invested in shares of other funds that impose a
contingent deferred sales charge and the applicable contingent
deferred sales charge, if any, will be imposed upon redemption
of such shares.
Corporate Pension/Profit-Sharing and Retirement
Plans. The Fund makes available Keogh Plans and IRAs, including
SEP-IRAs and IRA "Rollover Accounts" for individuals. Plan
support services also are available. Investors can obtain
details on the various plans by calling the following numbers
toll free: for Keogh Plans, please call 1-800-358-5566; for IRAs
and IRA "Rollover Accounts", please call 1-800-645-6561; for
SEP-IRAs, 401(k) Salary Reduction Plans and 403(b)(7) Plans,
please call 1-800-322-7880.
Investors who wish to purchase Fund shares in
conjunction with a Keogh Plan or an IRA, including a SEP-IRA,
may request from the Distributor forms for adoption of such
plans.
The entity acting as custodian for Keogh 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
Dreyfus-sponsored Keogh Plans, IRAs and SEP-IRAs with only one
participant, is normally $750, with no minimum on subsequent
purchases. Individuals who open an IRA may also open a
non-working spousal IRA with a minimum investment of $250.
Each investor should read the Prototype
Retirement Plan and the appropriate form of Custodial Agreement
for further details on eligibility, service fees and tax
implications, and should consult a tax adviser.
DETERMINATION OF NET ASSET VALUE
The following information supplements and should
be read in conjunction with the section in each Portfolio's
Prospectus entitled "How to Buy Shares."
Valuation of Portfolio Securities. Each
Portfolio's securities, including covered call options written
by a Portfolio, are valued at the last sale price on the
securities exchange or national securities market on which such
securities primarily are traded. Securities not listed on an
exchange or national securities market, or securities in which
there were no transactions, are valued at the average of the
most recent bid and asked prices, except in the case of open
short positions where the asked price is used for valuation
purposes. Bid price is used when no asked price is available.
Any assets or liabilities initially expressed in terms of
foreign currency will be translated into dollars at the midpoint
of the New York interbank market spot exchange rate as quoted on
the day of such translation or if no such rate is quoted on such
date, such other quoted market exchange rate as may be
determined to be appropriate by the Manager. Forward currency
contracts will be valued at the current cost of offsetting the
contract. Because of the need to obtain prices as of the close
of trading on various exchanges throughout the world, the
calculation of net asset value does not take place
contemporaneously with the determination of prices of certain of
the Portfolios' securities. Short-term investments are carried
at amortized cost, which approximates value. Any securities or
other assets for which recent market quotations are not readily
available are valued at fair value as determined in good faith
by the Fund's Board. Expenses and fees of the Fund, including
the management fee paid by the Fund and fees pursuant to the
Shareholder Services Plan, are accrued daily and taken into
account for the purpose of determining the net asset value of a
Portfolio's shares.
Restricted securities, as well as securities or
other assets for which market quotations are not readily
available, or are not valued by a pricing service approved by
the Board, are valued at fair value as determined in good faith
by the Board. The Board will review the method of valuation on
a current basis. In making their good faith valuation of
restricted securities, the Board members generally will take the
following factors into consideration: restricted securities
which are, or are convertible into, securities of the same class
of securities for which a public market exists usually will be
valued at market value less the same percentage discount at
which purchased. This discount will be revised periodically by
the Board if the Board members believe that it no longer
reflects the value of the restricted securities. Restricted
securities not of the same class as securities for which a
public market exists usually will be valued initially at cost.
Any subsequent adjustment from cost will be based upon
considerations deemed relevant by the Board.
New York Stock Exchange Closings. The holidays
(as observed) on which the New York Stock Exchange is closed
currently are: New Year's Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving and
Christmas.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The following information supplements and should
be read in conjunction with the section in each Portfolio's
Prospectus entitled "Dividends, Distributions and Taxes."
Management of the Fund believes that each
Portfolio, other than Dreyfus Aggressive Growth, Dreyfus
Aggressive Value, Dreyfus International Growth and Dreyfus
International Value, which were not in existence during such
period, has qualified for the fiscal year ended October 31, 1994
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. As a regulated investment
company, each Portfolio will pay no Federal income tax on net
investment income and net realized securities gains to the
extent that such income and gains are distributed to
shareholders in accordance with applicable provisions of the
Code. To qualify as a regulated investment company, each
Portfolio must distribute at least 90% of its net income
(consisting of net investment income and net short-term capital
gain) to its shareholders, must derive less than 30% of its
annual gross income from gain on the sale of securities held for
less than three months, and must meet certain asset
diversification and other requirements. Accordingly, the
Portfolios may be restricted in the selling of securities held
for less than three months. The Code, however, allows the
Portfolios to net certain offsetting positions, making it easier
for the Portfolios to satisfy the 30% test. The term "regulated
investment company" does not imply the supervision of management
or investment practices or policies by any government agency.
Any dividend or distribution paid shortly after
an investor's purchase may have the effect of reducing the net
asset value of the shares below the cost of the investment.
Such a dividend or distribution would be a return of investment
in an economic sense, although taxable as stated above. In
addition, the Code provides that if a shareholder holds shares
of a Portfolio 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 long-term capital
loss to the extent of the capital gain distribution received.
Depending upon the composition of a Portfolio's
income, the entire amount or a portion of the dividends paid by
such Portfolio from net investment income may qualify for the
dividends received deduction allowable to qualifying U.S.
corporate shareholders ("dividends received deduction"). In
general, dividend income of a Portfolio distributed to
qualifying corporate shareholders will be eligible for the
dividends received deduction only to the extent that such
Portfolio's income consists of dividends paid by U.S.
corporations. However, Section 246(c) of the Code provides that
if a qualifying corporate shareholder has disposed of Portfolio
shares not held for more than 46 days and has received a
dividend from net investment income with respect to such shares,
the portion designated by the Portfolio as qualifying for the
dividends received deduction will not be eligible for such
shareholder's dividends received deduction. In addition, the
Code provides other limitations with respect to the ability of a
qualifying corporate shareholder to claim the dividends received
deduction in connection with holding Portfolio shares.
A Portfolio may qualify for and may make an
election permitted under Section 853 of the Code so that
shareholders may be eligible to claim a credit or deduction on
their Federal income tax returns for, and will be required to
treat as part of the amounts distributed to them, their pro rata
portion of qualified taxes paid or incurred by the Portfolio to
foreign countries (which taxes relate primarily to investment
income). A Portfolio may make an election under Section 853,
provided that more than 50% of the value of the Portfolio's
total assets at the close of the taxable year consists of
securities in foreign corporations, and the Portfolio satisfies
the applicable distribution provisions of the Code. The foreign
tax credit available to shareholders is subject to certain
limitations imposed by the Code.
Ordinarily, gains and losses realized from
portfolio transactions will be treated as capital gains and
losses. However, a portion of the gain or loss realized from
the disposition of foreign currencies (including foreign
currency denominated bank deposits) and non-U.S. dollar
denominated securities (including debt instruments and certain
forward contracts and options) may be treated as ordinary income
or loss under Section 988 of the Code. In addition, all or a
portion of any gains realized from the sale or other disposition
of certain market discount bonds will be treated as ordinary
income under Section 1276. Finally, all or a portion of the
gain realized from engaging in "conversion transactions" may be
treated as ordinary income under Section 1258. "Conversion
transactions" are defined to include certain forward, futures,
option and straddle transactions, transactions marketed or sold
to produce capital gains, or transactions described in Treasury
regulations to be issued in the future.
Under Section 1256 of the Code, any gain or loss
realized by a Portfolio from certain forward contracts and
options transactions will be treated as 60% long-term capital
gain or loss and 40% short-term capital gain or loss. Gain or
loss will arise upon exercise or lapse of such contracts and
options as well as from closing transactions. In addition, any
such contracts or options remaining unexercised at the end of
the Portfolio's taxable year will be treated as sold for their
then fair market value, resulting in additional gain or loss to
such Portfolio characterized in the manner described above.
Offsetting positions held by a Portfolio
involving certain foreign currency forward contracts or options
may constitute "straddles." "Straddles" are defined to include
"offsetting positions" in actively traded personal property.
The tax treatment of "straddles" is governed by Sections 1092
and 1258 of the Code, which, in certain circumstances, overrides
or modifies the provisions of Sections 1256 and 988 of the Code.
As such, all or a portion of any short or long-term capital gain
from certain "straddle" transactions may be recharacterized to
ordinary income.
If a Portfolio were treated as entering into
"straddles" by reason of its engaging in certain forward
contracts or options transactions, such "straddles" would be
characterized as "mixed straddles" if the forward contracts or
options transactions comprising a part of such "straddles" were
governed by Section 1256 of the Code. A Portfolio may make one
or more elections with respect to "mixed straddles." Depending
on which election is made, if any, the results to the Portfolio
may differ. If no election is made, to the extent the
"straddle" rules apply to positions established by the
Portfolio, losses realized by the Portfolio will be deferred to
the extent of unrealized gain in the offsetting position.
Moreover, as a result of the "straddle" and conversion
transaction rules, short-term capital loss on "straddle"
positions may be recharacterized as long-term capital loss, and
long-term capital gains may be treated as short-term capital
gains or ordinary income.
If a Portfolio acquires shares 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 shares may be treated as ordinary income under Section 1291
of the Code.
PORTFOLIO TRANSACTIONS
The Manager assumes general supervision over
placing orders on behalf of the Fund for the purchase or sale of
investment securities. Allocation of brokerage transactions,
including their frequency, is made in the Manager's best
judgment and in a manner deemed fair and reasonable to
shareholders. The primary consideration is prompt execution of
orders at the most favorable net price. Subject to this
consideration, the brokers selected will include those that
supplement the Manager's research facilities with statistical
data, investment information, economic facts and opinions.
Information so received is in addition to and not in lieu of
services required to be performed by the Manager and the
Manager's fees are not reduced as a consequence of the receipt
of such supplemental information.
Such information may be useful to the Manager in
serving both the Fund and other funds which it advises and,
conversely, supplemental information obtained by the placement
of business of other clients may be useful to the Manager in
carrying out its obligations to the Fund. Sales of Fund shares
by a broker may be taken into consideration, and brokers also
will be selected because of their ability to handle special
executions such as are involved in large block trades or broad
distributions, provided the primary consideration is met. Large
block trades may, in certain cases, result from two or more
funds advised or administered by the Manager being engaged
simultaneously in the purchase or sale of the same security.
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.
Portfolio turnover may vary from year to year as
well as within a year. It is anticipated that in any fiscal
year the turnover rate of each Portfolio, other than Dreyfus
Aggressive Growth, may approach the 150% level and that the
turnover rate of Dreyfus Aggressive Growth may exceed %
annually. In periods in which extraordinary market conditions
prevail, the Manager will not be deterred from changing each
Portfolio's 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 the Manager based
upon its knowledge of available information as to the general
level of commissions paid by other institutional investors for
comparable services.
For the period December 29, 1993 (commencement of
operations) through October 31, 1994, the following amounts were
paid by each then-existing Portfolio for brokerage commissions,
none of which was paid to the Distributor:
Portfolio Amount Paid
Dreyfus Growth $6,813
Dreyfus Value $14,019
Dreyfus Small Company Value $57,029
For the period December 29, 1993 (commencement of
operations) through October 31, 1994, there were no gross
spreads and concessions on principal transactions.
PERFORMANCE INFORMATION
The following information supplements and should
be read in conjunction with the section in each Portfolio's
Prospectus entitled "Performance Information."
The average annual return for the period December
29, 1993 (commencement of operations) through October 31, 1994
for the then-existing Portfolios was: Dreyfus Growth--5.25%;
Dreyfus Value--1.24%; and Dreyfus Small Company Value--(0.67)%.
Average annual total return is calculated by determining the
ending redeemable value of an investment purchased 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.
The Fund's total return for the period December
29, 1993 (commencement of operations) through October 31, 1994
for the then-existing Portfolios was: Dreyfus Growth--4.40%;
Dreyfus Value--1.04%; and Dreyfus Small Company Value--(0.56)%.
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.
From time to time, the Fund may compare a
Portfolio's 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.
INFORMATION ABOUT THE FUND
The following information supplements and should
be read in conjunction with the section in each Portfolio's
Prospectus entitled "General Information."
Each Portfolio share has one vote and, when
issued and paid for in accordance with the terms of the
offering, is fully paid and non-assessable. Portfolio shares
are of one class and have equal rights as to dividends and in
liquidation. Shares have no preemptive, subscription or
conversion rights and are freely transferable.
Rule 18f-2 under the Act provides that any matter
required to be submitted under the provisions of the 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 series affected by such matter. Rule 18f-2
further provides that a series shall be deemed to be affected by
a matter unless it is clear that the interests of each series in
the matter are identical or that the matter does not affect any
interest of such series. However, the Rule exempts the
selection of independent accountants and the election of Board
members from the separate voting requirements of the Rule.
The Fund will send annual and semi-annual
financial statements to all its shareholders.
CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT, COUNSEL
AND INDEPENDENT AUDITORS
The Bank of New York, 90 Washington Street, New
York, New York 10286, is the Fund's custodian. The Shareholder
Services Group, Inc., a subsidiary of First Data Corporation,
P.O. Box 9671, Providence, Rhode Island 02940-9671, is the
Fund's transfer and dividend disbursing agent. Neither The Bank
of New York nor The Shareholder Services Group, Inc. has any
part in determining the investment policies of the Fund or which
securities are to be purchased or sold by the Fund.
Stroock & Stroock & Lavan, 7 Hanover Square, New
York, New York 10004-2696, as counsel for the Fund, has rendered
its opinion as to certain legal matters regarding the due
authorization and valid issuance of the shares of Common Stock
being sold pursuant to each Portfolio's Prospectus.
Ernst & Young LLP, 787 Seventh Avenue, New York,
New York 10019, independent auditors, have been selected as
auditors of the Fund.
<TABLE>
<CAPTION>
DREYFUS FOCUS FUNDS, INC., Large Company Growth Portfolio
STATEMENT OF INVESTMENTS OCTOBER 31, 1994
COMMON STOCKS_97.0% SHARES VALUE
--------- ------------
<S> <C> <C>
CONSUMER NON-DURABLES_10.9%
Archer-Daniels-Midland............... 3,360 $ 96,180
Coca-Cola........................ 2,200 110,550
Colgate-Palmolive................ 1,000 61,000
General Mills.................... 1,000 56,000
Gillette......................... 1,000 74,375
International Flavors & Fragrances 1,200 52,650
Roche Holdings, A.D.R. .......... 1,900 84,194
Wrigley, (Wm.) Jr................ 900 40,612
---------
575,561
---------
CONSUMER SERVICES_4.5%
Bell Cablemedia, A.D.R. (a) 3,200 75,200
Comcast, Cl. A .................. 2,900 48,212
Comcast, Cl. A (Non-voting)...... 1,450 23,744
Grupo Televisa S.A. ............. 2,000 88,750
---------
235,906
---------
ENERGY_11.3%
Anadarko Petroleum................ 1,600 78,200
Ashland Oil...................... 1,500 58,313
Baker Hughes..................... 4,700 96,350
Louisiana Land & Exploration..... 1,900 86,212
Schlumberger..................... 2,700 158,625
Total, Cl. B, A.D.S. ............ 3,600 118,800
---------
596,500
---------
FINANCE_8.9%
American International Group......... 1,400 131,075
Federal National Mortgage Association.... 1,400 106,400
MGIC Investment.................. 3,100 97,263
Morgan (J.P.) & Co............... 1,300 80,437
Progressive Corp, Ohio........... 1,500 57,000
---------
472,175
---------
HEALTH CARE_10.7%
ALZA.............................. (a) 3,300 58,575
Abbott Laboratories.............. 3,000 93,000
Amgen............................. (a) 1,200 66,900
Chiron............................ (a) 1,000 67,375
Genentech......................... (a) 1,200 60,900
Genzyme........................... (a) 2,400 78,600
U.S. HealthCare.................. 1,350 63,788
United Healthcare................ 1,400 73,850
---------
562,988
---------
NON-ENERGY MINERALS_1.7%
Inco .............................. 3,000 90,375
---------
PRODUCER MAUFACTURING_4.2%
Deere & Co.......................... 1,200 86,100
General Electric................. 1,800 87,975
Trinity Industries............... 1,400 47,950
---------
222,025
---------
DREYFUS FOCUS FUNDS, INC., Large Company Growth Portfolio (continued)
STATEMENT OF INVESTMENTS (CONTINUED)
OCTOBER 31, 1994
COMMON STOCKS (CONTINUED) SHARES VALUE
---------- -----------
RETAIL TRADE_1.3%
Albertson's......................... 2,200 $ 66,000
---------
TECHNOLOGY_19.9%
Apple Computer...................... 2,200 95,013
COMPAQ Computer................... (a) 2,400 96,300
Ericsson (LM) Telephone, Cl. B, A.D.R. 2,400 146,250
General Instrument................ (a) 4,800 160,800
Hewlett-Packard.................. 1,100 107,525
Microsoft........................ (a) 2,200 138,600
Motorola......................... 2,800 164,850
Scientific-Atlanta............... 3,600 77,850
Tandem Computers................. (a) 3,700 65,212
---------
1,052,400
---------
TRANSPORTATION_2.9%
AMR............................... (a) 1,400 77,175
Delta Air Lines.................. 1,500 78,188
---------
155,363
---------
UTILITIES_20.7%
Cable & Wireless, A.D.S. ......... 3,100 63,550
Hong Kong Telecom, A.D.R. ....... 4,200 89,250
LIN Broadcasting................. (a) 700 96,600
MCI Communications............... 6,200 142,600
MFS Communications................ (a) 2,000 74,000
NEXTEL Communications, Cl. A..... (a) 2,100 43,969
Telecom Corp New Zealand, A.D.S. 1,800 100,125
Telecomunicacoes Brasileiras S.A., A.D.R. 2,300 110,400
Telefonica de Espana, A.D.S. .... 2,000 81,000
Telefonos de Mexico, Cl. L, A.D.R. 1,500 82,687
Telephone & Data Systems......... 1,700 84,150
Vodafone Group, A.D.R. .......... 3,600 125,100
---------
1,093,431
---------
TOTAL COMMON STOCKS
(cost $4,853,687).............. $5,122,724
==========
PRINCIPAL
SHORT-TERM INVESTMENTS_.5% AMOUNT
----------
U.S. TREASURY BILL; 4.42%, 11/10/94
(cost $25,971)................. $ 26,000 $ 25,971
==========
TOTAL INVESTMENTS (cost $4,879,658)................... 97.5% $5,148,695
===== ===========
CASH AND RECEIVABLES (NET)............................ 2.5% $ 132,261
===== ===========
NET ASSETS............................................ 100.0% $5,280,956
===== ===========
NOTE TO STATEMENT OF INVESTMENTS;
(a) Non-income producing.
See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS FOCUS FUNDS, INC., Large Company Value Portfolio
STATEMENT OF INVESTMENTS OCTOBER 31, 1994
COMMON STOCKS_95.6% SHARES VALUE
------ -------
<S> <C> <C>
CONSUMER DURABLES_5.0%
American Greetings, Cl. A ........ 800 $ 21,900
Black & Decker................... 500 12,563
Fleetwood Enterprises............ 200 4,600
Ford Motor....................... 4,000 118,000
Masco............................ 1,000 23,750
Volkswagen A.G., A.D.R........... 1,300 76,050
---------
256,863
---------
CONSUMER NON-DURABLE_-7.8%
American Brands.................. 800 27,800
Archer-Daniels-Midland........... 2,730 78,146
Dean Foods....................... 300 8,663
Heinz (H.J.)..................... 700 25,988
Liz Claiborne.................... 1,100 25,437
Pet ............................. 1,500 25,875
Philip Morris Cos................ 1,800 110,250
RJR Nabisco Holdings.............. (a) 6,500 44,687
Seagram.......................... 1,800 55,575
---------
402,421
---------
CONSUMER SERVICES_1.1%
King World Productions............ (a) 500 17,750
Knight-Ridder.................... 800 41,200
---------
58,950
---------
ENERGY_5.8%
Amerada Hess...................... 500 24,875
Exxon............................ 1,100 69,163
Horsham.......................... 2,200 34,100
MAPCO............................ 500 27,312
Mobil............................ 500 43,000
Royal Dutch Petroleum............ 500 58,250
Tosco............................ 1,300 41,275
---------
297,975
---------
FINANCE_22.5%
ACE.......................... 1,100 25,025
Aetna Life & Casualty............ 2,200 101,475
Ahmanson (H.F.) & Co. ........... 1,000 19,125
Allmerica Property & Casualty Cos 1,100 17,600
American Express................. 4,700 144,525
American International Group..... 600 56,175
BankAmerica...................... 1,518 66,033
Chase Manhattan.................. 1,900 68,400
Commerce Bancshares.............. 600 19,050
Crestar Financial................ 800 33,000
Federal National Mortgage Association 1,400 106,400
First Chicago.................... 1,600 78,400
First Tennessee National......... 600 28,200
Fleet Financial Group............ 1,800 61,650
Lincoln National................. 800 29,000
Merrill Lynch & Co............... 700 27,562
DREYFUS FOCUS FUNDS, INC., Large Company Value Portfolio (continued)
STATEMENT OF INVESTMENTS (CONTINUED) OCTOBER 31, 1994
COMMON STOCKS (CONTINUED) SHARES VALUE
------- --------
FINANCE (CONTINUED)
Morgan (J.P.) & Co ............... 1,100 $ 68,063
Ryder System..................... 1,000 23,500
St. Paul Cos. ................... 1,000 43,625
Student Loan Marketing Association 1,800 57,825
SunAmerica....................... 800 31,100
Travelers........................ 1,700 59,075
---------
1,164,808
---------
HEALTH CARE_4.7%
Columbia/HCA Healthcare............. 40 1,665
FHP International................. (a) 700 20,300
Genetics Institute (Depository Shares)(a) 200 8,100
Healthtrust-The Hospital Company.. (a) 1,600 56,000
Johnson & Johnson................ 700 38,238
Lily (Eli) & Co.................. 700 43,400
Schering-Plough.................. 500 35,625
Warner-Lambert................... 500 38,125
---------
241,453
---------
NON-ENERGY MINERALS_1.2%
AK Steel Holding............... (a) 1,300 42,575
Bethlehem Steel................... (a) 1,200 22,800
---------
65,375
---------
PROCESS INDUSTRIES_5.4%
Bowater............. 900 24,300
Georgia-Pacific.................. 300 22,163
Grace (W.R.) & Co. .............. 1,600 63,400
IMC Global........................ (a) 1,100 46,750
International Paper.............. 300 22,350
James River...................... 1,200 27,450
Rayonier......................... 250 7,375
Sherwin-Williams................. 600 19,575
Stone Container................... (a) 1,000 16,750
Temple-Inland.................... 600 28,350
---------
278,463
---------
PRODUCER MANUFACTURING_12.8%
Canadian Pacific.......... 1,800 28,800
Champion International........... 1,400 51,800
Dial............................. 2,000 41,250
General Electric................. 1,300 63,537
Honeywell........................ 1,700 54,825
ITT....................... 800 70,600
Litton Industries................. (a) 700 25,725
Loews...................... 600 52,950
Louisiana Pacific................ 1,400 42,875
Philips Electronics, N.V. ....... 3,900 127,725
Varity............................ (a) 1,000 38,250
Xerox................................. 600 61,500
---------
659,837
---------
DREYFUS FOCUS FUNDS, INC., Large Company Value Portfolio (continued)
STATEMENT OF INVESTMENTS (CONTINUED) OCTOBER 31, 1994
COMMON STOCKS (CONTINUED) SHARES VALUE
------- ---------
RETAIL TRADE_15.4%
American Stores................... 1,500 $ 40,688
Dayton Hudson.................... 400 31,000
Dillard Department Stores, Cl. A 2,600 68,900
Kroger............................ (a) 1,500 39,188
May Department Stores............ 1,900 71,487
Melville......................... 600 20,025
Mercantile Stores................ 700 31,850
Penney (J.C.).................... 1,500 75,937
Premark International............ 2,500 111,875
Rite Aid......................... 1,500 36,000
Sears, Roebuck & Co. ............ 2,400 118,800
Tandy............................ 2,400 106,200
United States Shoe............... 2,400 42,900
---------
794,850
---------
TECHNOLOGY_5.1%
Apple Computer............. 1,300 56,144
Martin Marietta.................. 1,700 77,988
Rockwell International........... 1,700 59,287
Sun Microsystems.................. (a) 1,400 45,850
Unicom........................... 1,200 25,950
---------
265,219
---------
TRANSPORTATION_2.8%
AMR............................ (a) 500 27,563
Conrail.......................... 1,100 59,812
Illinois Central, Ser. A......... 700 22,487
Southern Pacific Rail............. (a) 2,000 34,750
---------
144,612
---------
UTILITIES_6.0%
AT&T................... 1,000 55,000
CMS Energy....................... 2,400 55,200
Illinova......................... 2,500 49,375
MCI Communications............... 2,000 46,000
NYNEX............................ 700 27,475
Pinnacle West Capital............ 2,500 46,562
TransCanada Pipelines............ 2,500 32,500
---------
312,112
---------
TOTAL COMMON STOCKS
(cost $4,942,654).............. $4,942,938
==========
PRINCIPAL
SHORT-TERM INVESTMENTS_2.0% AMOUNT
-------
U.S. TREASURY BILLS; 4.40%, 11/10/94
(cost $100,889)................ $ 101,000 $ 100,889
==========
TOTAL INVESTMENTS (cost $5,043,543)........... 97.6% $5,043,827
===== ===========
CASH AND RECEIVABLES (NET).................... 2.4% $ 124,571
===== ===========
NET ASSETS................................... 100.0% $5,168,398
===== ===========
NOTE TO STATEMENT OF INVESTMENTS;
(a) Non-income producing.
See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS FOCUS FUNDS, INC., Small Company Growth Portfolio
STATEMENT OF INVESTMENTS OCTOBER 31, 1994
COMMON STOCKS_83.7% SHARES VALUE
---------- ---------
<S> <C> <C>
CONSUMER DURABLES_3.8%
Avid Technology.................. (a) 2,800 $ 105,350
Oakwood Homes.................... 3,600 85,500
---------
190,850
---------
CONSUMER SERVICES_1.0%
People's Choice TV............ (a) 2,700 52,650
---------
ENERGY_18.6%
Global Marine............... (a) 32,300 153,425
Helmerich & Payne................ 2,800 87,500
Hornbeck Offshore Services........ (a) 4,900 73,500
Noble Drilling.................... (a) 8,500 62,688
Parker Drilling................... (a) 15,100 92,488
Rowan............................. (a) 15,900 121,237
Sonat Offshore Drilling.......... 5,000 99,375
Unit.............................. (a) 12,200 44,225
Varco International.............. .(a) 11,900 83,300
Weatherford International......... (a) 10,500 119,437
---------
937,175
---------
FINANCE_3.8%
Ethical Holdings, A.D.R. ...... (a) 7,500 53,437
PXRE............................. 3,000 73,875
United Companies Financial....... 2,000 66,500
---------
193,812
---------
HEALTH CARE_9.4%
COR Therapeutics............. (a) 6,500 84,500
Centocor.......................... (a) 5,500 97,281
GMIS.............................. (a) 4,400 82,500
Immune Response................... (a) 8,000 65,000
Mariner Health Group.............. (a) 3,500 79,188
Noven Pharmaceuticals............. (a) 4,300 65,575
---------
474,044
---------
INDUSTRIAL SERVICES_1.5%
Catalina Marketing............... (a) 1,500 76,312
---------
MISCELLANEOUS_1.7%
Brown (Tom).................... (a) 6,700 85,844
---------
NON-ENERGY MINERALS_1.5%
Cleveland-Cliffs............ 2,000 76,250
---------
PROCESS INDUSTRIES_2.5%
Albany International, Cl. A ............. 3,700 73,075
Seda Speciality Packaging......... (a) 4,000 52,000
---------
125,075
---------
PRODUCER MANUFACTURING_1.8%
Lam Research........... (a) 2,000 90,000
---------
TECHNOLOGY_24.9%
ANTEC...................... (a) 3,100 88,350
Altera........................... (a) 2,400 94,650
Andrew........................... (a) 2,400 124,200
Aspen Technology................. (a) 4,500 76,500
Auspex Systems.................... (a) 8,600 63,425
Chipcom........................... (a) 2,600 156,650
DREYFUS FOCUS FUNDS, INC., Small Company Growth Portfolio (continued)
STATEMENT OF INVESTMENTS (CONTINUED) OCTOBER 31, 1994
COMMON STOCKS (CONTINUED) SHARES VALUE
-------- -------------
TECHNOLOGY (CONTINUED)
FORE Systems ................... (a) 2,000 $ 99,500
Keane............................. (a) 3,300 67,650
Novellus Systems................. .(a) 1,800 98,100
Tellabs........................... (a) 5,400 263,250
Zilog............................. (a) 4,200 120,750
---------
1,253,025
---------
TRANSPORTATION_4.0%
Comair Holdings........... 3,200 69,600
SkyWest.......................... 3,000 61,500
Werner Enterprises............... 2,700 68,850
---------
199,950
---------
UTILITIES_9.2%
Associated Communications, Cl. B (a) 3,200 82,400
C-TEC, Cl. B...................... (a) 2,400 67,200
Cellular Communications, Cl. A ... (a) 2,800 149,100
Rogers Cantel Mobile Communications, Cl. B (a) 2,800 85,575
United International Holdings, Cl. A (a) 5,200 81,900
---------
466,175
---------
TOTAL COMMON STOCKS
(cost $3,954,924).............. $4,221,162
==========
PRINCIPAL
SHORT-TERM INVESTMENTS_13.5% AMOUNT
-----------
U.S. TREASURY BILLS: 4.42%, 11/10/94 $ 307,000 $ 306,661
4.61%, 11/17/94.................. 235,000 234,518
4.73%, 12/22/94.................. 139,000 138,069
==========
TOTAL SHORT-TERM INVESTMENTS
(cost $679,248)................ $ 679,248
==========
TOTAL INVESTMENTS (cost $4,634,172).......... 97.2% $4,900,410
===== ===========
CASH AND RECEIVABLES (NET)................... 2.8% $ 138,955
===== ===========
NET ASSETS................................... 100.0% $5,039,365
===== ===========
NOTE TO STATEMENT OF INVESTMENTS;
(a) Non-income producing.
See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS FOCUS FUNDS, INC., Small Company Value Portfolio
STATEMENT OF INVESTMENTS OCTOBER 31, 1994
COMMON STOCKS_86.1% SHARES VALUE
-------- -----------
<S> <C> <C>
CONSUMER DURABLES_5.6%
Coachmen Industries .............. 3,000 $ 38,250
Continental Homes Holding........ 2,300 31,913
Fedders........................... (a) 3,900 23,400
Fedders, Cl. A (non-voting)...... 1,950 8,775
Johnson Worldwide Associates, Cl. A (a) 1,500 33,938
LADD Furniture................... 2,600 16,250
NVR............................... (a) 1,700 9,775
Pentech International............. (a) 4,000 20,250
Scotts, Cl. A..................... (a) 1,500 23,250
U.S. Home......................... (a) 2,000 31,750
Vista Resources................... (a) 2,300 49,737
---------
287,288
---------
CONSUMER NON-DURABLE_5.4%
Alberto Culver, Cl. A............. 3,500 82,688
Block Drug, Cl. A (non-voting)... 500 17,812
DeSoto............................ (a) 3,600 18,000
Duplex Products................... (a) 1,000 9,500
Ennis Business Forms............. 2,600 35,100
Gibson (C.R.).................... 2,200 17,187
GoodMark Foods................... 4,200 67,725
Graphic Industries............... 3,100 30,225
---------
278,237
---------
CONSUMER SERVICES_8.8%
Broadcasting Partners, Cl. A ..... (a) 1,800 28,575
Chris-Craft Industries........... (a) 1,339 50,547
Daka International................ (a) 5,400 82,350
Kinder-Care Learning Centers...... (a) 2,800 37,100
Longhorn Steaks................... (a) 4,300 35,475
Luby's Cafeterias................ 1,900 43,938
MDC, Cl. A........................ (a) 18,500 36,918
Plenum Publishing................ 700 17,850
Pulitzer Publishing.............. 1,000 35,750
Ryan's Family Steak House........ (a) 3,000 18,750
SFX Broadcasting, Cl. A........... (a) 3,900 66,300
---------
453,553
---------
ENERGY_8.4%
DI Industries................... (a) 12,000 12,000
Grad & Walker Energy.............. (a) 2,600 22,700
Offshore Pipelines................ (a) 4,000 81,500
Plains Petroleum................. 2,500 67,500
Santa Fe Energy Resources........ (a) 6,000 54,750
Total Petroleum, N.A............. 4,800 69,000
Trident NGL Holdings............. 4,500 47,812
Western Co. of North America...... (a) 4,600 81,650
---------
436,912
---------
FINANCE_14.3%
Acceptance Insurance Cos. (Warrants) (a) 10,000 53,750
Advantage Bancorp................ (a) 700 20,038
DREYFUS FOCUS FUNDS, INC., Small Company Value Portfolio (continued)
STATEMENT OF INVESTMENTS (CONTINUED) OCTOBER 31, 1994
COMMON STOCKS (CONTINUED) SHARES VALUE
------- ----------
FINANCE (CONTINUED)
Albank Financial.................. 2,000 $ 44,750
Allmerica Property & Casualty Cos. 1,800 28,800
AmeriFed Financial............... 500 22,000
Anchor Bancorp................... (a) 2,000 29,625
Argonaut Group................... 1,100 31,075
Astoria Financial................ 900 25,875
Capital Guaranty................. 800 12,100
Citizens......................... 1,000 16,375
City National..................... (a) 3,800 41,800
Downey Savings & Loan Association. 2,300 43,412
Fidelity New York Federal Savings Bank (a) 2,300 64,544
First Palm Beach Bancorp.......... (a) 1,300 22,100
Fleet Financial Group............ 548 18,769
MMI Cos.......................... 3,000 43,125
Merchants Group.................. 1,300 19,175
Meridian Insurance Group......... 3,600 37,800
NBB Bancorp...................... 800 38,200
National Mercantile Bancorp...... (a) 2,700 12,319
Primark........................... (a) 1,000 13,000
Roosevelt Financial Group........ 2,211 33,441
Standard Federal Bank............ 2,000 53,000
Sterling Financial................ (a) 1,430 16,087
---------
741,160
---------
HEALTH CARE_6.0%
Advanced Technology Laboratories.......... (a) 1,300 20,800
Datascope......................... (a) 1,500 26,250
Living Centers of America........ (a) 2,800 84,350
Nellcor.......................... (a) 1,500 46,500
OrNda Healthcorp.................. (a) 1,294 20,542
PSICOR............................ (a) 1,300 12,188
Safeguard Health Enterprises...... (a) 2,900 27,912
SpaceLabs Medical................ (a) 2,400 50,400
Wellpoint Health Networks, Cl. A (a) 700 19,250
---------
308,192
---------
INDUSTRIAL SERVICES_3.0%
Appliance Recycling Centers of America (a) 2,000 14,000
CHC Helicopter, Cl. B............ 5,700 24,751
Groundwater Technology........... (a) 1,300 16,575
International Recovery........... 5,300 82,150
UTILX............................. (a) 5,000 19,375
---------
156,851
---------
NON-ENERGY MINERALS_2.5%
Chaparral Steel................... 3,400 27,200
Kentucky Electric Steel........... (a) 2,400 24,600
Miramar Mining................... (a) 4,000 17,369
Schnitzer Steel Industries, Cl. A 2,600 59,150
---------
128,319
---------
DREYFUS FOCUS FUNDS, INC., Small Company Value Portfolio (continued)
STATEMENT OF INVESTMENTS (CONTINUED) OCTOBER 31, 1994
COMMON STOCKS (CONTINUED) SHARES VALUE
---------- ----------
PROCESS INDUSTRIES_3.2%
CalMat.................... 3,500 $ 72,625
Lone Star Industries............. (a) 324 6,278
NCH.............................. 500 33,312
Paragon Trade Brands............. (a) 1,100 26,400
Slocan Forest Products........... 2,800 27,938
---------
166,553
---------
PRODUCER MANUFACTURING_5.5%
Borg-Warner Automotive......... 1,500 33,750
Cherry, Cl. A ................... 800 12,600
Cherry, Cl. B .................... (a) 800 13,600
Defiance.......................... (a) 3,400 24,650
Harnischfeger Industries......... 2,000 50,000
Nashua........................... 1,200 27,300
PAR Technology................... (a) 6,600 49,500
RB&W............................. (a) 4,700 36,425
Thomas Industries................ 2,400 35,400
---------
283,225
---------
RETAIL TRADE_9.6%Allou Health & Beauty, Cl. A (a) 1,500 12,563
Blair............................ 600 25,200
Bon-Ton Stores................... (a) 6,800 85,000
Designs.......................... (a) 3,300 24,338
Dress Barn........................ (a) 3,700 36,537
Lechters.......................... (a) 3,500 62,125
Lillian Vernon................... 2,600 43,875
Little Switzerland................ (a) 1,800 9,675
Morgan Products................... (a) 3,200 16,000
Pier 1 Imports................... 6,500 50,375
Shopko Stores.................... 1,700 16,787
Uni-Marts........................ 10,000 56,250
Venture Stores................... 300 4,650
Waban............................. (a) 3,000 53,250
---------
496,625
---------
TECHNOLOGY_10.5%
Beamscope Canada.................. 7,000 67,258
Code Alarm........................ (a) 5,800 63,800
Conner Peripherals................ (a) 4,000 46,000
Core Industries.................. 2,400 21,600
Cray Research..................... (a) 1,400 26,775
Evans & Sutherland Computer...... (a) 1,000 11,750
Micrografx........................ (a) 4,700 29,375
Printronix........................ (a) 2,000 42,000
QMS............................... (a) 10,500 105,000
Quantum.......................... (a) 1,500 23,062
Read-Rite......................... (a) 3,000 52,125
Rexon............................. (a) 10,000 52,500
Tripos........................... 333 1,582
---------
542,827
---------
DREYFUS FOCUS FUNDS, INC., Small Company Value Portfolio (continued)
STATEMENT OF INVESTMENTS (CONTINUED) OCTOBER 31, 1994
COMMON STOCKS (CONTINUED) SHARES VALUE
------- ----------
TRANSPORTATION_3.2%
Alexander & Baldwin................ 1,100 $ 25,575
Arkansas Best.................... 4,500 58,219
Builders Transport................ (a) 3,500 39,375
Cannon Express, Cl. B............. (a) 2,100 25,200
Matlack Systems................... (a) 1,500 14,812
---------
163,181
---------
UTILITIES_.1%
Associated Communication, Cl. A .. (a) 300 7,762
---------
TOTAL COMMON STOCKS
(cost $4,824,118).............. $4,450,685
==========
PRINCIPAL
SHORT-TERM INVESTMENTS_12.5% AMOUNT
------------
U.S. TREASURY BILLS: 4.50%, 12/1/94..... (b) $ 292,000 $ 290,905
4.71%, 12/22/94.... 355,000 352,630
---------
TOTAL SHORT-TERM INVESTMENTS
(cost $643,535)................ $ 643,535
===========
TOTAL INVESTMENTS (cost $5,467,653).......... 98.6% $5,094,220
===== ===========
CASH AND RECEIVABLES (NET)................ 1.4% $ 71,571
===== ===========
NET ASSETS................................. 100.0% $5,165,791
===== ===========
NOTES TO STATEMENT OF INVESTMENTS:
(a) Non-income producing.
(b) Partially held by broker as collateral for open short positions
See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
Dreyfus Focus Funds, Inc., Small Company Value Portfolio
Statement of Securities Sold Short
October 31, 1994
Common Stocks_1.6% Shares Value
------ --------
<S> <C> <C>
Appliance Recycling Centers of America...................................... 4,000 $ 28,000
Lone Star Industries........................................................ 324 6,278
Lone Star Industries (Warrants)............................................. 1,654 13,232
Presstek.................................................................... 1,000 34,000
--------
TOTAL SECURITIES SOLD SHORT
(proceeds $99,299)...................................................... $ 81,510
========
See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
Dreyfus Focus Funds, Inc.
Statement of Assets and Liabilities
October 31, 1994
Large Large Small Small
Company Company Company Company
Growth Value Growth Value
Portfolio Portfolio Portfolio Portfolio
---------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
ASSETS:
Investments in securities, at value
[cost_Note 4(b)]_see statement....... $5,148,695 $5,043,827 $4,900,410 $5,094,220
Cash................................... 76,556 52,091 98,631 --
Receivable for investment securities sold 42,562 174,100 167,359 239,851
Dividends and interest receivable...... 4,112 10,367 -- 11,123
Receivable from brokers for proceeds on
securities sold short................ -- -- -- 99,299
Prepaid expenses_Note 2(g)............. 25,091 26,133 26,201 25,764
Due from The Dreyfus Corporation....... 6,180 7,032 6,048 8,316
---------- --------- --------- ---------
5,303,196 5,313,550 5,198,649 5,478,573
---------- --------- --------- ---------
LIABILITIES:
Due to the Distributor................. $ 3,276 $ 3,263 $ 3,137 $ 3,286
Due to Custodian....................... -- -- -- 205,310
Payable for investment securities purchased -- 120,885 138,500 --
Securities sold short, at value (proceeds $99,299) -- -- -- 81,510
Accrued expenses and other liabilities. 18,964 21,004 17,647 22,676
---------- --------- --------- ---------
22,240 145,152 159,284 312,782
---------- --------- --------- ---------
NET ASSETS ...................... $5,280,956 $5,168,398 $5,039,365 $5,165,791
=========== ========== ========== ==========
REPRESENTED BY:
Paid-in capital........................ $5,060,887 $5,116,478 $5,131,448 $5,197,419
Accumulated undistributed investment
income_net.......................... 68,916 106,661 38,622 123,146
Accumulated undistributed net realized gain
(loss) on investments, securities sold short
and foreign currency transactions.... (117,884) (55,025) (396,943) 200,873
Accumulated net unrealized appreciation
(depreciation) on investments, securities
sold short and foreign currency
transactions_Note 4(b)............... 269,037 284 266,238 (355,647)
---------- --------- --------- ---------
NET ASSETS at value........................ $5,280,956 $5,168,398 $5,039,365 $5,165,791
=========== ========== ========== ==========
Shares Outstanding
[400 million shares (with 100 million allocated
to each series) of $.001 par value Common Stock
authorized]............................ 404,823 409,217 410,862 415,510
=========== ========== ========== ==========
NET ASSET VALUE per share
(Net Assets / Shares Outstanding)...... $13.05 $12.63 $12.27 $12.43
=========== ========== ========== ==========
See notes to financial statements.
Dreyfus Focus Funds, Inc.
Statement of Operations
from December 29, 1993 (commencement of operations) to October 31, 1994
Large Large Small Small
Company Company Company Company
Growth Value Growth Value
Portfolio Portfolio Portfolio Portfolio
---------- --------- --------- ---------
INVESTMENT INCOME:
Income:
Cash dividends (net of $2,225, $1,328 and $333
foreign taxes withheld at source for the Large
Company Growth, Large Company Value and
Small Company Value Portfolios, respectively) $ 54,058 $ 98,206 $ 8,750 $ 100,925
Interest.................................. 14,858 8,455 29,872 22,605
---------- --------- --------- ---------
Total Income........................ 68,916 106,661 38,622 123,530
---------- --------- --------- ---------
Expenses_Note 2(d):
Management fee_Note 3(a).................. $ 31,700 $ 32,302 $ 30,774 $ 32,544
Shareholder servicing costs_Note 3(b,c)... 35,544 36,046 33,266 36,393
Auditing fees............................. 10,013 10,012 9,613 10,413
Legal fees................................ 6,899 7,071 6,724 7,122
Organization expenses_Note 2(g)........... 5,303 5,447 5,411 5,485
Shareholders' reports..................... 3,174 3,182 3,143 3,250
Registration fees......................... 2,246 2,535 2,558 2,536
Directors' fees and expenses_Note 3(d).... 2,013 2,111 1,951 2,300
Custodian fees............................ 1,206 3,328 1,335 5,761
Dividends on securities sold short........ -- -- -- 384
Miscellaneous............................. 1,046 959 956 962
---------- --------- --------- ---------
99,144 102,993 95,731 107,150
Less_expense reimbursement from Manager
due to undertaking_Note 3(a).......... 99,144 102,993 95,731 106,766
---------- --------- --------- ---------
Total Expenses...................... -- -- -- 384
---------- --------- --------- ---------
INVESTMENT INCOME_NET............... 68,916 106,661 38,622 123,146
---------- --------- --------- ---------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Net realized gain (loss) on investments_Note 4(a):
Long transactions (including foreign currency
transactions)....................... $(117,884) $ (55,025) $(396,943) $ 182,814
Short sale transactions............... -- -- -- 18,059
---------- --------- --------- ---------
Net Realized Gain (Loss).............. (117,884) (55,025) (396,943) 200,873
Net unrealized appreciation (depreciation) on
investments, securities sold short and foreign
currency transactions................. 269,037 284 266,238 (355,647)
---------- --------- --------- ---------
NET REALIZED AND UNREALIZED
GAIN (LOSS) ON INVESTMENTS...... 151,153 (54,741) (130,705) (154,774)
---------- --------- --------- ---------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS................... $ 220,069 $ 51,920 $ (92,083) $ (31,628)
========== ========= =========== ===========
See notes to financial statements.
Dreyfus Focus Funds, Inc.
Statement of Changes in Net Assets
from December 29, 1993 (commencement of operations) to October 31, 1994
Large Large Small Small
Company Company Company Company
Growth Value Growth Value
Portfolio Portfolio Portfolio Portfolio
---------- --------- --------- ---------
OPERATIONS:
Investment income_net................. $ 68,916 $ 106,661 $ 38,622 $ 123,146
Net realized gain (loss) on investments (117,884) (55,025) (396,943) 200,873
Net unrealized appreciation (depreciation) on
investments for the period........... 269,037 284 266,238 (355,647)
---------- --------- --------- ---------
Net Increase (Decrease) In Net Assets
Resulting From Operations...... 220,069 51,920 (92,083) (31,628)
---------- --------- --------- ---------
CAPITAL STOCK TRANSACTIONS:
Net proceeds from shares sold.......... 5,053,200 5,101,555 5,286,073 5,174,759
Cost of shares redeemed................ (17,313) (10,077) (179,625) (2,340)
---------- --------- --------- ---------
Increase In Net Assets From Capital
Stock Transactions............. 5,035,887 5,091,478 5,106,448 5,172,419
---------- --------- --------- ---------
Total Increase In Net Assets 5,255,956 5,143,398 5,014,365 5,140,791
NET ASSETS:
Beginning of period_Note 1............ 25,000 25,000 25,000 25,000
---------- --------- --------- ---------
End of period (including undistributed
investment income_net_see Statement of
Assets and Liabilities).............. $5,280,956 $5,168,398 $5,039,365 $5,165,791
---------- --------- --------- ---------
---------- --------- --------- ---------
Shares Shares Shares Shares
---------- --------- --------- ---------
CAPITAL SHARE TRANSACTIONS:
Shares sold............................ 404,190 407,991 424,287 413,701
Shares redeemed........................ (1,367) (774) (15,425) (191)
---------- --------- --------- ---------
Net Increase In Shares Outstanding 402,823 407,217 408,862 413,510
========= ========== ======= ==========
See notes to financial statements.
</TABLE>
Dreyfus Focus Funds, Inc.
Financial Highlights
Reference is made to Page 4 of the Fund's Prospectus dated
February 28, 1995.
See notes to financial statements.
Dreyfus Focus Funds, Inc.
NOTES TO FINANCIAL STATEMENTS
NOTE 1_General:
Dreyfus Focus Funds, Inc. (the "Fund") was incorporated on
November 16, 1993 and operates as a series company currently
offering four classes of shares of Common Stock: the Large
Company Growth Portfolio, the Large Company Value Portfolio, the
Small Company Growth Portfolio and the Small Company Value
Portfolio. The Fund accounts separately for the assets,
liabilities and operations of each series. The Fund had no
operations until December 29, 1993 (when operations commenced
for all series) other than matters relating to its organization
and registration as a diversified open-end management investment
company under the Investment Company Act of 1940 ("Act") and the
Securities Act of 1933 and the sale and issuance of 2,000 shares
of Common Stock ("Initial Shares") of each series to The Dreyfus
Corporation ("Manager"). Dreyfus Service Corporation, a
wholly-owned subsidiary of the Manager, until August 24, 1994,
acted as the distributor of the Fund's shares. Effective August
24, 1994, the Manager became a direct subsidiary of Mellon Bank,
N.A.
As of October 31, 1994 Major Trading Corporation, a
subsidiary of Mellon Bank Investments Corporation, the parent
company of which is Mellon Bank, held the following shares:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Large Company Growth Portfolio 402,000 Small Company Growth Portfolio 402,000
Large Company Value Portfolio 402,000 Small Company Value Portfolio 407,816
</TABLE>
On August 24, 1994, Premier Mutual Fund Services, Inc, (the
"Distributor") was engaged as the Fund's distributor. The
Distributor, located at One Exchange Place, Boston,
Massachusetts 02109, is a wholly-owned subsidiary of
Institutional Administration Services, Inc., a provider of
mutual fund administration services, the parent company of which
is Boston Institutional Group, Inc.
NOTE 2_Significant Accounting Policies:
(a) Portfolio valuation: Each series' investments in
securities are valued at the last sales price on the securities
exchange on which such securities are primarily traded or at the
last sales price on the national securities market. Securities
not listed on an exchange or the national securities market, or
securities for which there were no transactions, are valued at
the average of the most recent bid and asked prices, except for
open short positions, where the asked price is used for
valuation purposes. Bid price is used when no asked price is
available. Short-term investments are carried at amortized cost,
which approximates value. Investments denominated in foreign
currencies are translated to U.S. dollars at the prevailing
rates of exchange.
(b) Foreign currency transactions: The Fund does not
isolate that portion of the results of operations resulting from
changes in foreign exchange rates on investments from the
fluctuations arising from changes in market prices of securities
held. Such fluctuations are included with the net realized and
unrealized gain or loss from investments.
Reported net realized foreign exchange gains or losses
arise from sales and maturities of short-term securities, sales
of foreign currencies, currency gains or losses realized on
securities transactions, the difference between the amounts of
dividends, interest, and foreign withholding taxes recorded on
the Fund's books, and the U.S. dollar equivalent of the amounts
actually received or paid. Net unrealized foreign exchange gains
and losses arise from changes in the value of assets and
liabilities other than investments in securities at fiscal year
end, resulting from changes in exchange rate.
Dreyfus Focus Funds, Inc.
NOTES TO FINANCIAL STATEMENTS (continued)
(c) Securities transactions and investment income:
Securities transactions are recorded on a trade date basis.
Realized gain and loss from securities transactions are recorded
on the identified cost basis. Dividend income is recognized on
the ex-dividend date and interest income, including, where
applicable, amortization of discount on investments, is
recognized on the accrual basis.
(d) Expenses: Expenses directly attributable to each
series are charged to that series' operations; expenses which
are applicable to all series are allocated among them on a pro
rata basis.
(e) Dividends to shareholders: Dividends payable to
shareholders are recorded by each series on the ex-dividend
date. Dividends from investment income-net and dividends from
net realized capital gain, with respect to each series, are
normally declared and paid annually, but each series may make
distributions on a more frequent basis to comply with the
distribution requirements of the Internal Revenue Code. To the
extent that a net realized capital gain of a series can be
offset by a capital loss carryover of that series, such gain
will not be distributed.
(f) Federal income taxes: It is the policy of the Fund to
qualify as a regulated investment company, if such qualification
is in the best interests of its shareholders, by complying with
the applicaple provisions of the Internal Revenue Code, and to
make distributions of taxable income sufficient to relieve it
from substantially all Federal income and excise taxes. For
Federal income tax purposes, each series is treated as a single
entity for the purpose of determining such qualification.
The Large Company Growth Portfolio has an unused capital
loss carryover of approximately $118,000 available for Federal
income tax purposes to be applied against future net securities
profits, if any, realized subsequent to October 31, 1994. If
not applied, the carryover expires in fiscal 2002.
The Large Company Value Portfolio has an unused capital loss
carryover of approximately $55,000 available for Federal income
tax purposes to be applied against future net securities
profits, if any, realized subsequent to October 31, 1994. If
not applied, the carryover expires in fiscal 2002.
The Small Company Growth Portfolio has an unused capital
loss carryover of approximately $397,000 available for Federal
income tax purposes to be applied against future net securities
profits, if any, realized subsequent to October 31, 1994. If
not applied, the carryover expires in fiscal 2002.
(g) Other: Organization expenses paid by the Fund are
included in prepaid expenses and are being amortized to
operations from the date operations commenced over the period
during which it is expected that a benefit will be realized, not
to exceed five years. At October 31, 1994, the unamortized
balance of such expenses for each of the respective series
amounted to the following:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Large Company Growth Portfolio $23,629 Small Company Growth Portfolio $24,133
Large Company Value Portfolio 24,235 Small Company Value Portfolio 23,947
</TABLE>
In the event that any of the Initial Shares, with respect
to all series, are redeemed during the amortization period, the
redemption proceeds will be reduced by any unamortized
organization expenses for that series in the same proportion as
the number of such shares being redeemed bears to the number of
such shares outstanding of that series at the time of such
redemption.
NOTE 3_Management Fee and Other Transactions With Affiliates:
(a) Pursuant to a management agreement ("Agreement") with
the Manager, the management fee is computed at the annual rate
of .75 of 1% of the average daily value of each series' net
assets and is payable monthly. The Agreement provides that if
in any full fiscal year the aggregate expenses of any series,
exclusive of taxes, brokerage, interest on borrowings (which, in
the view of Stroock & Stroock & Lavan, counsel to the Fund, also
contemplates dividends accrued on securities sold short) and
extraordinary expenses, exceed the expense limitation of any
state having jurisdiction over the Series, that series may
deduct from payments to be made to the Manager, or the Manager
will bear the amount of such excess to the extent required by
state law. The most stringent state expense limitation
applicable to each Series presently requires reimbursement of
expenses in any full fiscal year that such expenses (exclusive
of distribution expenses and certain expenses as described
above) exceed 2 1/2% of the first $30 million, 2% of
the next $70 million and 1 1/2% of the excess over $100 million
of the average value of that series' net assets in accordance
with California "blue sky" regulations. However, the Manager has
undertaken from December 29, 1993 through December 31, 1994, or
until such time as the net assets of a series exceed $25
million, regardless of whether they remain at that level, to
assume all expenses of each Series (excluding certain expenses
as described above).
The expense reimbursements, pursuant to the undertaking
amounted to the following for the period ended October 31, 1994:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Large Company Growth Portfolio $ 99,144 Small Company Growth Portfolio $ 95,731
Large Company Value Portfolio 102,993 Small Company Value Portfolio 106,766
</TABLE>
The undertaking may be modified by the Manager from time to
time, provided that the resulting expense reimbursement would
not be less than the amount required pursuant to the agreement.
(b) On August 5, 1994, the shareholders approved a revised
Distribution Plan (the "Plan") pursuant to Rule 12b-1 under the
Act. Pursuant to the Plan, effective August 24, 1994, the Fund
(a) reimburses the Distributor for payments to certain Service
Agents for distributing each Series' shares and
(b) pays the Manager, Dreyfus Service Corporation and any
affiliate of either of them for advertising and marketing
relating to each Series, at an aggregate annual rate of .50 of
1% of the value of each Series' average daily net assets. The
Distributor may pay one or more Service Agents in respect of
distribution services. The Distributor determines the amounts,
if any, to be paid to Service Agents under the Plan and the
basis on which such payments are made. The fees payable under
the Plan are payable without regard to actual expenses incurred.
The Plan also separately provides for the Fund to bear the costs
of preparing, printing and distributing certain of the Fund's
prospectuses and statements of additional information and costs
associated with implementing and operating the Plan, not to
exceed the greater of $100,000 or .005 of 1% of each Series'
average daily net assets for any full fiscal year.
Prior to August 24, 1994, the Fund's Distribution Plan
("prior Distribution Plan") provided that each Series pay
Dreyfus Service Corporation at an annual rate of .50 of 1% of
the value of each Series' average daily net assets, for costs
and expenses in connection with advertising, marketing and
distributing the Series' shares and for servicing shareholder
accounts. Dreyfus Service Corporation made payments to one or
more Service Agents based on the value of the Series' shares
owned by clients of the Service Agents. The prior Distribution
Plan also separately provided for the Fund to bear the costs of
preparing, printing and distributing certain of the Fund's
prospectuses and statements of additional information and costs
associated with implementing and operating the prior Distibution
Plan, not to exceed the greater of $100,000 or .005 of 1% of
each Series' average daily net assets for any full fiscal year.
Dreyfus Focus Funds, Inc.
NOTES TO FINANCIAL STATEMENTS (continued)
During the period ended October 31, 1994, the following was
charged to each series pursuant to the Plan:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Large Company Growth Portfolio $4,819 Small Company Growth Portfolio $4,582
Large Company Value Portfolio 4,914 Small Company Value Portfolio 4,878
</TABLE>
and the following was charged to each series pursuant to the
prior Distribution Plan:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Large Company Growth Portfolio $16,314 Small Company Growth Portfolio $15,934
Large Company Value Portfolio 16,620 Small Company Value Portfolio 16,818
</TABLE>
(c) Under the Shareholder Services Plan, each series pays
the Distributor at an annual rate of .25 of 1% of the value of a
series' average daily net assets for servicing shareholder
accounts. The services provided may include personal services
relating to shareholder accounts, such as answering shareholder
inquiries regarding the Series and providing reports and other
information, and services related to the maintenance of
shareholder accounts. The Distributor may make payments to
Service Agents in respect of these services. The Distributor
determines the amount to be paid to Service Agents. The
following summarizes the aggregate amount charged by Dreyfus
Service Corporation, pursuant to the Shareholder Services Plan
from December 29, 1994 through August 23, 1994:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Large Company Growth Portfolio $8,157 Small Company Growth Portfolio $7,967
Large Company Value Portfolio 8,310 Small Company Value Portfolio 8,409
</TABLE>
and the following summarizes the aggregate amount charged by the
Distributor, pursuant to the Shareholder Services Plan from
August
24, 1994 through October 31, 1994:
<TABLE>
<CAPTION>
<S> <C> <S> <C>
Large Company Growth Portfolio $2,410 Small Company Growth Portfolio $2,291
Large Company Value Portfolio 2,457 Small Company Value Portfolio 2,439
</TABLE>
(d) Prior to August 24, 1994 certain officers and
directors of the Fund were "affiliated persons," as defined in
the Act, of the Manager and/or Dreyfus Service Corporation. Each
director who is not an "affiliated person" receives from the
Fund an annual fee of $3,000 and an attendance fee of $250 per
meeting.
NOTE 4_Securities Transactions:
(a) The following summarizes the aggregate amount of
purchases and sales of investment securities and securities sold
short, excluding short-term securities, for the period ended
October 31, 1994:
Long Transactions:
<TABLE>
<CAPTION>
Purchases Sales
------------ ------------
<S> <C> <C>
Large Company Growth Portfolio................................... $ 5,538,049 $ 566,037
Large Company Value Portfolio.................................... 7,397,149 2,399,042
Small Company Growth Portfolio................................... 5,410,726 1,058,375
Small Company Value Portfolio.................................... 14,802,118 10,160,353
Short Sale Transactions;
Purchases Sales
------------- -------------
Small Company Value Portfolio.................................... $ 315,298 $ 432,656
</TABLE>
Dreyfus Focus Funds, Inc.
NOTES TO FINANCIAL STATEMENTS (continued)
The Small Company Value Portfolio is engaged in
short-selling which obligates the Series to replace the security
borrowed by purchasing the security at current market value.
The Series would incur a loss if the price of the security
increases between the date of the short sale and the date on
which the Series replaces the borrowed security. The Series
would realize a gain if the price of the security declines
between those dates. Until the Series replaces the borrowed
security, the Series will maintain daily, a segregated account
with a broker and custodian, of cash and/or U.S. Government
securities sufficient to cover its short position. Securities
sold short at October 31, 1994 and their related market values
and proceeds are set forth in the Statement of Securities Sold
Short.
(b) The following summarizes the accumulated net
unrealized appreciation (depreciation) on investments, excluding
foreign currency transactions, for each series at October 31,
1994:
<TABLE>
<CAPTION>
Gross Gross
Appreciation (Depreciation) Net
--------- ---------- ---------
<S> <C> <C> <C>
Large Company Growth Portfolio.......................... $525,342 $(256,305) $ 269,037
Large Company Value Portfolio........................... 241,180 (240,896) 284
Small Company Growth Portfolio.......................... 532,190 (265,952) 266,238
Small Company Value Portfolio........................... 179,642 (535,286) (355,644)
</TABLE>
At October 31, 1994, the cost of investments of each series
for Federal income tax purposes was substantially the same as
the cost for financial reporting purposes. The cost of
investments for each series for financial reporting purposes as
of October 31, 1994 was as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Large Company Growth Portfolio $4,879,658 Small Company Growth Portfolio $4,634,172
Large Company Value Portfolio 5,043,543 Small Company Value Portfolio 5,467,653
</TABLE>
Dreyfus Focus Funds, Inc.
Report of Ernst & Young LLP, Independent Auditors
Shareholders and Board of Directors
Dreyfus Focus Funds, Inc.
We have audited the accompanying statement of assets and
liabilities, including the statements of investments and
securities sold short, of Dreyfus Focus Funds, Inc. (comprising,
respectively, the Large Company Growth Portfolio, the Large
Company Value Portfolio, the Small Company GrowthPortfolio and
the Small Company Value Portfolio), as of October 31, 1994, and
the related statements of operations and changes in net assets
and financial highlights for the period from December 29, 1993
(commencement of operations) to October 31, 1994. These
financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is
to express an opinion on these financial statements and
financial highlights based on our audit.
We conducted our audit in accordance with generally
accepted auditing standards. Those standards require that we
plan and perform the audit toobtain reasonable assurance about
whether the financial statements and financial highlights are
free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in
the financial statements. Our procedures included confirmation
of securities owned as of October 31, 1994 by correspondence
with the custodian and brokers. An audit also includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the financial statements and financial
highlights referred to above present fairly, in all material
respects, the financial position of each of the respective
portfolios constituting the Dreyfus Focus Funds, Inc. at October
31, 1994, and the results of their operations, the changes in
their net assets and the financial highlights for the period
from December 29, 1993 to October 31, 1994, in conformity with
generally accepted accounting principles.
New York, New York
December 5, 1994
<PAGE>
Dreyfus Focus Funds, Inc., Large Company Growth Portfolio
- ----------------------------------------------------------------
Statement of Investments April 30, 1995 (Unaudited)
<TABLE>
<CAPTION>
COMMON STOCKS--91.9% SHARES VALUE
<S> <C> <C> <C>
Consumer Non-Durables--9.2% Archer-Daniels-Midland 5,040 $ 91,980
Coca-Cola........ 2,200 127,875
Colgate-Palmolive....... 1,000 70,250
General Mills........... 1,000 61,000
Gillette......... 1,000 82,000
International Flavors & Fragrances 1,200 61,650
----------
494,755
Consumer Services--5.8% Bell Cablemedia, A.D.R.....(a) 3,200 53,200
Comcast, Cl. A.............(a) 2,900 45,131
Comcast, Cl. A (Non-voting)(a) 1,450 22,838
LIN Broadcasting...........(a) 700 87,325
MFS Communications.........(a) 2,000 71,500
NEXTEL Communications, Cl. A(a) 2,100 33,862
----------
313,856
----------
Energy--10.8% Anadarko Petroleum...... 1,600 65,800
Baker Hughes. .......... 4,700 105,750
British Petroleum, A.D.R. 1,000 86,125
Louisiana Land & Exploration 1,900 69,588
Mobil................... 900 85,387
Schlumberger............ 2,700 169,763
----------
582,413
----------
Finance--9.7% American International Group. 1,400 149,450
General Re.................. 800 101,900
MGIC Investment............. 3,100 131,363
Progressive Corp, Ohio...... 1,500 56,625
Transatlantic Holdings..... 1,300 82,550
----------
521,888
----------
Health Care--13.8% ALZA......................(a) 3,300 64,350
Abbott Laboratories... 3,000 118,125
Amgen... .................(a) 1,200 87,225
Chiron....................(a) 617 34,089
Genentech.................(a) 1,200 60,450
Genzyme-General Division..(a) 2,400 102,600
Roche Holdings, A.D.R.... 1,900 114,237
U.S. HealthCare........... 1,350 36,113
U.S. Surgical............ 3,500 77,875
United Healthcare........ 1,400 50,750
----------
745,814
----------
Non-Energy Minerals--1.4% Inco....................... 3,000 77,625
----------
Producer Manufacturing--4.7% Deere & Co............... 1,200 98,400
General Electric......... 1,800 100,800
Trinity Industries.... .. 1,400 54,075
----------
253,275
----------
</TABLE>
<PAGE>
Dreyfus Focus Funds, Inc., Large Company Growth Portfolio
(continued)
- -------------------------------------------------------
Statement of Investments (continued) April 30, 1995
(Unaudited)
<TABLE>
<CAPTION>
COMMON STOCKS (CONTINUED) SHARES VALUE
<S> <C> <C> <C>
Technology--19.7% Apple Computer.......... 2,200 $ 84,150
Compaq Computer.........(a) 2,400 91,200
Ericsson (LM) Telephone, Cl.B, A.D.R 2,400 160,950
General Instrument......(a) 4,800 163,800
Hewlett-Packard.......... 2,200 145,475
Microsoft................(a) 2,200 179,850
Motorola................. 2,800 159,250
Scientific-Atlanta....... 3,600 81,900
----------
1,066,575
----------
Transportation--3.6% AMR......................(a) 1,400 94,325
Delta Air Lines.......... 1,500 98,062
----------
192,387
----------
Utilities--13.2% Hong Kong Telecom, A.D.R.. 4,200 81,900
MCI Communications........ 6,200 134,850
Telecom Corp New Zealand, A.D.S.. 1,800 120,150
Telecomunicacoes Brasileiras S.A., A.D.R 2,300 82,225
Telefonica de Espana, A.D.S.......... 2,000 73,500
Telefonos de Mexico, Cl. L, A.D.R... 1,500 45,375
Telephone & Data Systems............. 1,700 63,325
Vodafone Group, A.D.R................ 3,600 114,750
----------
716,075
----------
TOTAL COMMON STOCKS
(cost $4,520,250)......................... $4,964,663
----------
----------
</TABLE>
<TABLE>
<CAPTION> PRINCIPAL
SHORT-TERM INVESTMENTS--5.9% AMOUNT
<S> <C> <C> <C>
U.S. Treasury Bill; 5.59%, 5/4/95
(cost $317,852).............. $ 318,000 $ 317,752
----------
TOTAL INVESTMENTS (cost $4,838,102)............................ 97.8% $5,282,415
------- ----------
------- ----------
CASH AND RECEIVABLES (NET)..................................... 2.2% $ 119,819
------- ----------
------- ----------
NET ASSETS................................................... 100.0% $5,402,234
------- ----------
------- ----------
</TABLE>
NOTE TO STATEMENT OF INVESTMENTS;
(a) Non-income producing.
See independent accountants' review report and notes to
financial statements.
<PAGE>
Dreyfus Focus Funds, Inc., Large Company Value Portfolio
Statement of Investments April 30, 1995 (Unaudited)
<TABLE>
<CAPTION>
COMMON STOCKS--94.0% SHARES VALUE
<S> <C> <C> <C>
Consumer Durables--3.3% Black & Decker.................... 1,700 $ 51,000
Fleetwood Enterprises............. 200 4,600
Ford Motor........................ 5,000 135,000
----------
190,600
----------
Consumer Non-Durables--8.2% American Brands..................... 700 28,350
Archer-Daniels-Midland.............. 3,095 56,484
Dial................................ 2,000 48,250
Liz Claiborne....................... 2,200 39,600
Philip Morris Cos................... 2,400 162,600
RJR Nabisco Holdings................ 3,040 83,220
Seagram............................. 1 ,800 48,825
----------
467,329
----------
Consumer Services--.8% King World Productions............(a) 1,100 44,275
----------
Energy--7.2% Amerada Hess...................... 500 25,313
Exxon............................. 1,700 118,363
Horsham.......................... 2,200 29,975
MAPCO............................. 500 28,437
Mobil............................. 500 47,437
Oryx Energy.......................(a) 1,700 23,375
Repsol, S.A., A.D.R............... 1,100 35,200
Royal Dutch Petroleum............. 500 62,000
Tosco............................. 1,300 44,525
----------
414,625
----------
Finance--16.7% ACE............................. 1,100 29,150
Aetna Life & Casualty........... 500 28,500
American Express............... 3,400 118,150
American International Group.... 600 64,050
Bank of Boston................... 2,400 80,400
BankAmerica..................... 1,118 55,341
Chase Manhattan................ 2,000 87,500
Crestar Financial........... 800 36,000
Dean Witter Discover & Co..... 1,400 59,325
First Chicago...................... 1,800 99,450
First Tennessee National................. 600 25,500
Fleet Financial Group......................... 2,500 81,875
Morgan (J.P.) & Co............................ 700 45,938
Shawmut National.............................. 1,000 26,500
St. Paul Cos.................................. 1,700 81,812
SunAmerica.................................... 800 39,200
----------
958,691
----------
</TABLE>
<PAGE>
Dreyfus Focus Funds, Inc., Large Company Value Portfolio
(continued)
Statement of Investments (continued) April 30, 1995 (Unaudited)
<TABLE>
<CAPTION>
COMMON STOCKS (CONTINUED) SHARES VALUE
<S> <C> <C> <C>
Health Care--6.1% Astra AB, A.D.R., Cl. A..........(a) 1,800 $ 52,763
Columbia/HCA Healthcare............... 1,408 59,136
Lilly (Eli) & Co...................... 1,100 82,225
Schering-Plough.................... 700 52,762
National Medical Enterprises.......(a) 3,900 66,300
Upjohn................................... 1,000 36,250
----------
349,436
----------
Process Industries--5.5% Boise Cascade.......................... 800 26,200
Bowater................................... 900 34,425
Georgia-Pacific......................... 300 23,813
Grace (W.R.) & Co...................... 1,400 75,075
International Paper.................... 300 23,100
James River................................ 1,200 32,550
Praxair.................................... 1,200 28,500
Rayonier................................... 850 28,156
Sherwin-Williams........................... 1,200 42,750
----------
314,569
---------
Producer Manufacturing--12.9% Canadian Pacific.......................... 4,700 71,675
Champion International.................... 1,400 61,600
General Electric......................... 1,300 72,800
ITT...................................... 800 83,600
Litton Industries.......................(a) 700 24,238
Loews..................................... 1,100 112,062
Louisiana Pacific......................... 1,400 35,700
Masco.................................... 1,000 25,500
Philips Electronics, N.V................. 4,300 165,550
TRW..................................... 400 29,750
Varity.................................. 1,300 54,925
----------
737,400
----------
Retail Trade--12.8% American Stores........................... 1,500 38,438
Dillard Department Stores, Cl. A......... 2,600 67,275
Kroger...................................(a) 2,200 56,100
Limited................................ 5,700 121,837
May Department Stores................... 1,900 68,875
Mercantile Stores....................... 700 30,975
Penney (J.C.)........................... 1,500 65,625
Rite Aid................................ 2,200 51,150
Sears, Roebuck & Co..................... 1,000 54,250
Tandy................................... 2,400 118,800
Toys R Us...............................(a) 2,300 58,075
----------
731,400
----------
Technology--14.2% AT&T.................................... 1,000 50,750
Advanced Micro Devices..................(a) 800 28,800
Apple Computer.......................... 1,300 49,725
Digital Equipment.......................(a) 2,300 106,088
International Business Machines......... 2,000 189,500
Intel................................... 400 40,950
</TABLE>
<PAGE>
Dreyfus Focus Funds, Inc., Large Company Value Portfolio
(continued)
Statement of Investments (continued) April 30, 1995
(Unaudited)
<TABLE>
<CAPTION>
COMMON STOCKS (CONTINUED) SHARES VALUE
<S> <C> <C> <C>
Technology (continued) Lockheed Martin...................... 1,700 $ 98,175
MCI Communications................... 4,000 87,000
Rockwell International............... 1,700 74,162
Sun Microsystems.....................(a) 1,400 55,825
UniCom............................... 1,200 31,500
----------
812,475
----------
Transportation--1.5% Illinois Central, Ser. A.............. 700 24,587
Pittston Services..................... 1,200 28,500
Southern Pacific Rail.................(a) 2,000 34,750
----------
87,837
----------
Utilities--4.8% CMS Energy........................... 2,400 56,100
GTE.................................. 1,800 61,425
NYNEX................................ 1,100 44,963
Pinnacle West Capital................ 2,500 53,750
TransCanada Pipelines................ 2,500 33,437
Western Resources.................... 800 24,300
----------
273,975
----------
TOTAL COMMON STOCKS
(cost $4,904,007).................... $5,382,612
----------
---------
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL
SHORT-TERM INVESTMENTS--4.5% AMOUNT
<S> <C> <C> <C>
U.S. Treasury Bills: 5.64%, 6/1/95........................... $ 25,000 $ 24,870
5.57%, 7/20/95.......................... 235,000 231,971
----------
TOTAL SHORT-TERM INVESTMENTS
(cost $256,967)...................... $ 256,841
----------
----------
TOTAL INVESTMENTS (cost $5,160,974)...................................... 98.5% $5,639,453
------- ----------
------- ----------
CASH AND RECEIVABLES (NET)............................................... 1.5% $ 84,520
------- ----------
------- ----------
NET ASSETS............................................................... 100.0% $5,723,973
------- ----------
-------
</TABLE>
NOTE TO STATEMENT OF INVESTMENTS;
(a) Non-income producing.
See independent accountants' review report and notes to
financial statements.
<PAGE>
Dreyfus Focus Funds, Inc., Small Company Growth Portfolio
Statement of Investments April 30, 1995 (Unaudited)
<TABLE>
<CAPTION>COMMON STOCKS--84.3% SHARES VALUE
- ------------------------------------------------------------------------------ ---------- ----------
<S> <C> <C> <C>
Consumer Durables--1.3% Oakwood Homes.......... 2,800 $ 70,000
----------
Consumer Services--10.3% Associated Group, Cl. A...... 800 13,800
Associated Group, Cl. B...... 800 13,800
C-TEC, Cl. B.................(a) 2,400 52,800
Catalina Marketing...........(a) 1,500 70,500
Cellular Communications, Cl. A(a) 2,800 130,550
Grupo Iusacell, S.A. de C.V., Cl. L, A.D.R(a) 2,500 36,250
People's Choice TV..............(a) 2,700 76,950
Rogers Cantel Mobile
Communications, Cl. B.......(a) 2,800 66,938
United International Holdings, Cl. A..(a) 5,200 74,100
----------
535,688
----------
Energy--19.6% Brown (Tom)..........................(a) 6,700 94,637
Global Marine........................(a) 32,300 141,313
Helmerich & Payne.................... 2,800 82,950
Hornbeck Offshore Services...........(a) 4,900 67,375
Noble Drilling.......................(a) 8,500 56,312
Parker Drilling......................(a) 15,100 71,725
Rowan................................(a) 15,900 109,313
Sonat Offshore Drilling.............. 5,000 135,000
Unit.................................(a) 12,200 42,700
Varco International..................(a) 11,900 99,662
Weatherford International............(a) 10,500 115,500
----------
1,016,487
----------
Finance--7.8% NAC Re................................ 2,500 82,500
PXRE.................................. 3,000 72,750
Trenwick Group........................ 1,800 80,156
United Companies Financial............ 2,200 83,875
Vesta Insurance Group................. 2,500 83,438
----------
402,719
----------
Health Care--11.3% BioChem Pharma........................(a) 5,000 80,000
COR Therapeutics......................(a) 6,500 107,250
Centocor..............................(a) 5,500 77,688
Ethical Holdings, A.D.R...............(a) 7,500 45,937
GMIS..................................(a) 4,400 95,700
Immune Response.......................(a) 8,000 24,000
Liposome Technology...................(a) 6,800 61,200
Mariner Health Group....... ..........(a) 4,000 58,500
Noven Pharmaceuticals.................(a) 4,300 36,550
----------
586,825
----------
Non-Energy Minerals--1.4% Cleveland-Cliffs.................... 2,000 73,250
---------- Process
Industries--2.4% Albany International, Cl. A......... 3,700 80,937
Seda Speciality Packaging.............(a) 4,000 42,500
----------
123,437
----------
</TABLE>
<PAGE>
Dreyfus Focus Funds, Inc., Small Company Growth Portfolio
(continued)
Statement of Investments (continued) April 30, 1995
(Unaudited)
<TABLE>
<CAPTION>
COMMON STOCKS (CONTINUED) SHARES VALUE
<S> <C> <C> <C>
Producer Manufacturing--4.0% Lam Research..............(a) 2,000 $ 101,000
Novellus Systems..........(a) 1,800 109,350
----------
210,350
----------
Technology--22.5% Altera.....................(a) 2,400 194,100
Andrew.....................(a) 3,600 178,200
Aspen Technology...........(a) 4,500 93,375
Auspex Systems.............(a) 8,600 89,225
Avid Technology............(a) 2,800 112,875
Chipcom....................(a) 3,900 127,725
Keane......................(a) 3,300 83,325
Network Equipment Technologies (a) 3,400 74,375
Tracor.....................(a) 5,000 65,000
Zilog......................(a) 4,200 147,525
----------
1,165,725
----------
Transportation--3.7% Comair Holdings........... 3,200 80,600
SkyWest................... 3,000 53,250
Werner Enterprises. .... 2,700 57,375
----------
191,225
----------
TOTAL COMMON STOCKS
(cost $4,184,380)......... $4,375,706
----------
----------
</TABLE>
<TABLE>
<CAPTION> PRINCIPAL
SHORT-TERM INVESTMENTS--13.5% AMOUNT
<S> <C> <C> <C>
U.S. Treasury Bills: 5.59%, 5/4/95................ $ 551,000 $ 550,570
5.69%, 6/1/95................ 149,000 148,227
----------
TOTAL SHORT-TERM INVESTMENTS
(cost $699,013)...................... $ 698,797
----------
----------
TOTAL INVESTMENTS (cost $4,883,393)............................. 97.8% $5,074,503
------- ----------
CASH AND RECEIVABLES (NET)....................................... 2.2% $ 111,910
------- ----------
NET ASSETS....................................................... 100.0% $5,186,413
------- ----------
</TABLE>
NOTE TO STATEMENT OF INVESTMENTS;
(a) Non-income producing.
See independent accountants' review report and notes to
financial statements.
<PAGE>
Dreyfus Focus Funds, Inc., Small Company Value Portfolio
Statement of Investments April 30, 1995 (Unaudited)
<TABLE>
<CAPTION>
COMMON STOCKS--95.7% SHARES VALUE
<S> <C> <C> <C>
Consumer Durables--6.3% Bally Gaming International......(a) 4,900 $ 47,775
Continental Homes Holding....... 2,100 24,150
Fedders, Cl. A (non-voting)....... 4,950 28,462
Fieldcrest Cannon...............(a) 800 17,700
HMI Industries.................. 1,200 19,500
Hi-Lo Automotive...............(a) 4,600 38,525
Lifetime Hoan..................(a) 1,400 16,975
Scotts, Cl. A..................(a) 4,600 92,000
U.S. Home......................(a) 2,200 40,150
Vista Resources................(a) 1,200 24,300
----------
349,537
---------
Consumer Non-Durables--5.7% Alberto-Culver, Cl. A......... 4,300 118,250
Duplex Products...............(a) 4,000 33,500
Graphic Industries............ 3,600 35,550
INTERCO..................... ..(a) 4,000 25,500
Jones Apparel Group............(a) 900 23,625
Michael Foods...................... 1,800 22,613
Phillips-Van Heusen............. 2,200 33,825
Tultex............................ 4,700 24,087
----------
316,950
----------
Consumer Services--9.9% Broadcasting Partners, Cl. A.....(a) 4,000 81,000
Chris-Craft Industries...........(a) 1,997 67,399
Daka International...............(a) 3,000 51,750
Longhorn Steaks..................(a) 2,700 37,125
MDC, Cl. A.......................(a) 18,500 34,070
Multimedia.......................(a) 2,800 105,350
Ryan's Family Steak House........(a) 6,100 42,700
SFX Broadcasting, Cl. A..........(a) 3,900 89,700
Team Rental Group, Cl. A......... 4,300 34,937
----------
544,031
----------
Energy--8.3% Alexander Energy.................(a) 7,000 33,250
DI Industries....................(a) 12,000 9,750
Diamond Shamrock................. 800 21,500
McDermott (J. Ray), S.A.......... 2,400 66,000
NGC.............................. 2,232 21,483
Noble Drilling...................(a) 4,800 31,800
Plains Petroleum................. 2,500 58,438
Santa Fe Energy Resources.........(a) 6,000 56,250
Tesoro Petroleum..................(a) 2,500 24,687
Total Petroleum, N.A.............. 4,800 60,000
Tuboscope Vetco International.....(a) 6,600 46,200
Weatherford International.........(a) 2,400 26,400
----------
455,758
</TABLE>
----------
<TABLE>
<PAGE>
Dreyfus Focus Funds, Inc., Small Company Value Portfolio (continued)
Statement of Investments (continued) April 30, 1995 (Unaudited)
<CAPTION>
COMMON STOCKS (CONTINUED) SHARES VALUE
<S> <C> <C> <C>
Finance--14.4% Acceptance Insurance Cos........(a) 8,000 $ 122,000
Advantage Bancorp............... 700 20,125
Albank Financial................ 1,600 41,400
Allmerica Property & Casualty Cos... 800 15,200
Astoria Financial.................(a) 1,400 47,600
Bay Ridge Bancorp... .............(a) 1,800 32,513
Citizens.......................... 1,000 17,000
City National..................... 2,900 29,363
Downey Financial.................. 1,900 34,200
First Palm Beach Bancorp.......... 1,300 23,400
Fleet Financial Group............. 1,713 56,101
Fleet Financial Group (Warrants)..(a) 224 1,022
Highwoods Properties............. 1,300 28,600
Horace Mann Educators............ 1,700 35,063
Long Island Bancorp.............. 2,300 42,550
Meridian Insurance Group.......... 1,200 14,100
MLF Bancorp....................... 1,700 29,537
MMI Cos........................... 500 9,062
Norwalk Savings Society........... 2,000 30,500
PXRE............................. 800 19,400
Primark...........................(a) 1,000 16,250
Security-Connecticut.............. 1,500 37,500
Standard Federal Bank............. 2,000 56,250
Summit Properties................. 900 14,962
Transnational Re, Cl. A...........(a) 1,200 24,300
--------
797,998
---------
Health Care--5.4% Advanced Technology Laboratories..(a) 2,300 36,225
Kinetic Concepts.................. 5,000 37,500
Nichols Research..................(a) 1,800 26,100
OrNda Healthcorp..................(a) 3,494 61,145
PSICOR............................(a) 1,300 13,975
Safeguard Health Enterprises......(a) 2,900 27,550
United Wisconsin Services......... 1,200 24,300
Wellpoint Health Networks, Cl. A..(a) 1,900 52,962
Windmere........................... 2,600 19,825
----------
299,582
----------
Industrial Services--2.3% Groundwater Technology.............(a) 1,300 16,575
International Recovery................ 3,000 55,125
Republic Environmental Systems....... 1,060 2,981
Republic Waste Industries..........(a) 5,300 17,888
TRC Cos............................(a) 4,200 32,025
----------
124,594
----------
</TABLE>
<PAGE>
Dreyfus Focus Funds, Inc., Small Company Value Portfolio
(continued)
Statement of Investments (continued) April 30, 1995
(Unaudited)
<TABLE>
<CAPTION>
COMMON STOCKS (CONTINUED) SHARES VALUE
<S> <C> <C> <C>
Non-Energy Minerals--3.9% Chaparral Steel................ 2,000 $ 19,000
Handy & Harman................. 3,100 46,500
INDRESCO......................(a) 4,000 56,000
Miramar Mining................(a) 4,000 20,626
Schnitzer Steel Industries, Cl. A.... 1,600 34,800
Texas Industries.................... 1,000 37,625
----------
214,551
----------
Process Industries--9.4% Calgon Carbon..................... 5,000 61,250
CalMat............................. 1,300 25,675
Dexter............................. 2,000 45,750
Ferro.............................. 1,500 42,563
Fuller (H.B.)...................... 1,000 37,750
Interface, Cl. A................... 3,700 51,337
Measurex............................ 1,600 40,000
NCH................................ 500 32,000
Oneita Industries..................(a) 4,000 47,500
Paragon Trade Brands...............(a) 3,100 48,050
Sealright........................ 1,800 31,500
Slocan Forest Products.............. 2,108 18,052
Stepan............................ 2,000 39,250
---------
520,677
----------
Producer Manufacturing--4.4% Defiance............................ 2,400 15,600
Harnischfeger Industries............. 1,000 29,500
Insilco..............................(a) 2,200 58,850
MagneTek.............................(a) 2,700 40,163
Park-Ohio Industries.................(a) 1,569 17,847
Triarc Cos., Cl. A...................(a) 3,000 45,000
Zero................................ 2,700 37,125
----------
244,085
----------
Retail Trade--12.9% Bon-Ton Stores........................(a) 5,800 60,175
Carr-Gottstein Foods................. (a) 7,000 41,125
Chart House Enterprises..............(a) 7,000 63,000
Claire's Stores...................... 2,000 27,750
Diagnostek............................(a) 2,300 42,550
Dress Barn............................(a) 1,800 17,325
Fay's............................... 5,000 45,000
Finish Line, Cl. A...................(a) 6,000 44,250
InterTan.............................(a) 3,700 28,213
Little Switzerland...................(a) 1,800 8,100
Pier 1 Imports...................... 10,080 90,720
Ross Stores......................... 4,900 47,775
ShowBiz Pizza Time..................(a) 2,800 24,850
Uni-Marts.......................... 9,000 50,625
Uno Restaurant........................(a) 2,700 29,700
Venture Stores....................... 300 3,263
Waban...............................(a) 2,100 34,912
Younkers............................(a) 3,000 55,875
----------
715,208
----------
</TABLE>
<TABLE>
Dreyfus Focus Funds, Inc., Small Company Value Portfolio (continued)
Statement of Investments (continued) April 30, 1995 (Unaudited)
<CAPTION>
COMMON STOCKS (CONTINUED) SHARES VALUE
<S> <C> <C> <C>
Technology--9.1% ASM Lithography Holding............ 3,000 $ 82,125
Conner Peripherals.................(a) 4,500 47,812
Digital Systems International......(a) 4,300 27,413
Dynatech...........................(a) 2,400 42,000
Esterline Technologies.............(a) 2,000 33,750
Micrografx.........................(a) 4,700 29,375
QMS................................(a) 5,500 33,000
Quantum............................(a) l,500 27,750
Renaissance Solutions............ 500 6,500
Rexon..............................(a) 7,000 31,500
State of the Art...................(a) 1,600 17,600
Telxon............................ 2,700 42,525
Tivoli Systems.................... 2,000 76,500
Tripos............................ 333 2,081
----------
499,931
----------
Transportation--3.1% Arkansas Best........................... 2,500 25,312
Cannon Express, Cl. B...................(a) 2,100 28,613
Intertrans............................ 2,723 58,885
Stolt-Nielsen, S.A......................(a) 2,300 56,206
----------
169,016
----------
Utilities--.6% Associated Group, Cl. A...................... 75 1,294
Associated Group, Cl. B...................... 75 1,294
Central Maine Power.......................... 2,700 30,037
----------
32,625
----------
TOTAL COMMON STOCKS
(cost $5,230,327).......................... $5,284,543
----------
----------
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL
SHORT-TERM INVESTMENTS--6.6% AMOUNT
- ------------------------------------------------------------------------------- ----------
<S> <C> <C> <C>
U.S. Treasury Bills: 5.68%, 5/4/95................................. $ 30,000 $ 29,977
5.63%, 5/11/95................................(b) 41,000 40,924
5.55%, 7/6/95.................................(b) 295,000 291,858
----------
TOTAL SHORT-TERM INVESTMENTS
(cost $362,918)............................. $ 362,759
----------
----------
TOTAL INVESTMENTS (cost $5,593,245)............................................ 102.3% $5,647,302
------- ----------
------- ----------
LIABILITIES, LESS CASH AND RECEIVABLES (NET)................................... (2.3%) $(124,859)
------- ----------
------- ----------
NET ASSETS..................................................................... 100.0% $5,522,443
------- ----------
------- ----------
</TABLE>
NOTES TO STATEMENT OF INVESTMENTS:
(a) Non-income producing.
(b) Partially held by broker as collateral for open short
positions.
See independent accountants' review report and notes to
financial statements.
<PAGE>
Dreyfus Focus Funds, Inc., Small Company Value Portfolio
- ----------------------------------------------------------------
Statement of Securities Sold Short April 30,
1995
(Unaudited)
<TABLE>
<CAPTION>
COMMON STOCKS--6.7% SHARES VALUE
- ------------------------------------------------------------------------------ ---------- ---------
<S> <C> <C>
Appliance Recycling Centers of America........................................ 4,000 $ 20,500
Best Buy...................................................................... 1,000 27,375
CellStar...................................................................... 1,300 25,187
Champion Industries........................................................... 1,500 31,125
Department 56................................................................. 600 22,200
Electronics for Imaging....................................................... 300 13,650
Fritz Cos..................................................................... 1,035 62,359
Lowe's Cos.................................................................... 1,000 28,875
NGC........................................................................... 2,480 23,870
Presstek...................................................................... 500 41,500
WMS Industries................................................................ 2,940 55,492
Williams-Sonoma............................................................... 1,000 18,813
---------
TOTAL SECURITIES SOLD SHORT
(proceeds $375,592)......................................................... $ 370,946
---------
---------
</TABLE>
See independent accountants' review report and notes to
financial statements.
<PAGE>
Dreyfus Focus Funds, Inc.
- ----------------------------------------------------------------
- -------------
Statement of Assets and Liabilities April 30,
1995
(Unaudited)
<TABLE>
<CAPTION>
LARGE LARGE SMALL SMALL
COMPANY COMPANY COMPANY COMPANY
GROWTH VALUE GROWTH VALUE
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
ASSETS:
Investments in securities, at value
[cost--Note 5(b)]--see statement............ $5,282,415 $5,639,453 $5,074,503 $5,647,302
Cash.......................................... 113,471 585 102,819 10,210
Receivable for investment securities sold..... -- 221,753 -- --
Dividends and interest receivable............. 2,781 8,757 575 3,600
Receivable from brokers for proceeds on
securities sold short....................... -- -- -- 375,592
Prepaid expenses.............................. 22,700 26,642 27,122 22,671
Due from The Dreyfus Corporation.............. 2,530 3,447 2,364 3,406
---------- ---------- ---------- ----------
5,423,897 5,900,637 5,207,383 6,062,781
---------- ---------- ---------- ----------
LIABILITIES:
Due to Distributor............................ $ 3,286 $ 3,447 $ 3,122 $ 3,406
Payable for investment securities purchased... -- 153,520 -- --
Bank loans payable--Note 3.................... -- -- -- 143,000
Securities sold short, at value
(proceeds $375,592)......................... -- -- -- 370,946
Interest payable.............................. -- -- -- 1,349
Accrued expenses and other liabilities........ 18,377 19,697 17,848 21,637
---------- ---------- ---------- ----------
21,663 176,664 20,970 540,338
---------- ---------- ---------- ----------
NET ASSETS...................................... $5,402,234 $5,723,973 $5,186,413 $5,522,443
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
REPRESENTED BY:
Paid-in capital............................... $5,164,205 $5,270,278 $5,173,425 $5,609,390
Accumulated undistributed investment
income--net................................. 4,358 27,283 2,201 8,748
Accumulated net realized (loss) on
investments, securities sold short
and foreign currency transactions and
distributions in excess of net realized gain
on investments--Note 2(e)................... (210,642) (52,067) (180,323) (154,398)
Accumulated net unrealized appreciation
on investments, securities sold short and
foreign currency transactions--Note 5(b).... 444,313 478,479 191,110 58,703
---------- ---------- ---------- ----------
NET ASSETS at value............................. $5,402,234 $5,723,973 $5,186,413 $5,522,443
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Shares Outstanding
[400 million shares (with 100 million
allocated to each series) of $.001 par value
Common Stock authorized].................... 413,254 421,824 415,001 452,214
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
NET ASSET VALUE per share
(Net Assets / Shares Outstanding)........... $13.07 $13.57 $12.50 $12.21
------ ------ ------ ------
------ ------ ------ ------
</TABLE>
See independent accountants' review report and notes to
financial
statements.
<PAGE>
Dreyfus Focus Funds, Inc.
- ----------------------------------------------------------------
- ------------
Statement of Operations six months ended April 30, 1995
(Unaudited)
<TABLE>
<CAPTION>
LARGE LARGE SMALL SMALL
COMPANY COMPANY COMPANY COMPANY
GROWTH VALUE GROWTH VALUE
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
INVESTMENT INCOME:
INCOME:
Cash dividends (net of $1,083, $245 and $130
foreign taxes withheld at source for the
Large Company Growth, Large Company
Value and Small Company Value Portfolios,
respectively)............................. $ 26,594 $ 61,376 $ 7,199 $ 22,870
Interest.................................... 8,554 5,059 23,932 18,480
-------- -------- -------- ----------
TOTAL INCOME......................... 35,148 66,435 31,131 41,350
-------- -------- -------- ----------
EXPENSES--NOTE 3(D):
Management fee--Note 4(a)................... $ 19,051 $ 19,406 $ 18,496 $ 19,367
Shareholder servicing costs--Note 4(b,c).... 20,657 20,923 19,436 20,929
Auditing fees............................... 4,817 5,216 4,816 4,817
Organization expenses....................... 2,904 2,591 2,955 2,559
Registration fees........................... 2,587 3,884 3,631 3,190
Shareholders' reports....................... 2,472 3,172 3,947 3,370
Directors' fees and expenses--Note 4(d)..... 1,494 1,534 1,497 1,498
Legal fees.................................. 1,176 1,237 1,243 1,161
Custodian fees.............................. 849 1,182 1,120 2,541
Dividends on securities sold short.......... -- -- -- 266
Interest--Note 3............................ -- -- -- 1,815
Miscellaneous............................... 847 855 851 851
-------- -------- -------- ---------
56,854 60,000 57,992 62,364
Less--expense reimbursement from Manager
due to undertaking--Note 4(a)............. 42,216 45,136 41,742 43,748
-------- -------- -------- ---------
TOTAL EXPENSES.......................... 14,638 14,864 16,250 18,616
-------- -------- -------- ---------
INVESTMENT INCOME--NET.................. 20,510 51,571 14,881 22,734
-------- -------- -------- ---------
REALIZED AND UNREALIZED GAIN
ON INVESTMENTS:
Net realized gain (loss) on investments--
Note 5(a):
Long transactions (including foreign
currency transactions).................... $(92,758) $ 2,958 $216,620 $(109,403)
Short sale transactions..................... -- -- -- (25,625)
-------- -------- -------- ---------
NET REALIZED GAIN (LOSS).................... (92,758) 2,958 216,620 (135,028)
Net unrealized appreciation (depreciation)
on investments, securities sold short and
foreign currency transactions............... 175,276 478,195 (75,128) 414,350
-------- -------- -------- ---------
NET REALIZED AND UNREALIZED
GAIN ON INVESTMENTS................. 82,518 481,153 141,492 279,322
-------- -------- -------- ---------
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS............................... $103,028 $532,724 $156,373 $ 302,056
-------- -------- -------- ---------
-------- -------- -------- ---------
</TABLE>
See independent accountants' review report and notes to
financial statements.
<PAGE>
Dreyfus Focus Funds, Inc.
- ----------------------------------------------------------------
- -------------
Statement of Changes in Net Assets
<TABLE>
<CAPTION>
Large Company Large Company
Growth Portfolio Value Portfolio
---------------------------- ---------------------------
Year Ended Six Months Ended Year Ended Six Months Ended
October 31, April 30, 1995 October 31, April 30, 1995
1994(1) (Unaudited) 1994(1) (Unaudited)
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
OPERATIONS:
Investment income--net....................... $ 68,916 $ 20,510 $ 106,661 $ 51,571
Net realized gain (loss) on investments...... (117,884) (92,758) (55,025) 2,958
Net unrealized appreciation on investments
for the period............................. 269,037 175,276 284 478,195
----------- ----------- ----------- -----------
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS.......................... 220,069 103,028 51,920 532,724
----------- ----------- ----------- -----------
DIVIDENDS TO SHAREHOLDERS FROM;
Investment income--net....................... -- (85,068) -- (130,949)
----------- ----------- ----------- -----------
CAPITAL STOCK TRANSACTIONS:
Net proceeds from shares sold................ 5,053,200 22,383 5,101,555 65,622
Dividends reinvested......................... -- 85,068 -- 130,949
Cost of shares redeemed...................... (17,313) (4,133) (10,077) (42,771)
----------- ----------- ----------- -----------
INCREASE IN NET ASSETS FROM CAPITAL STOCK
TRANSACTIONS............................. 5,035,887 103,318 5,091,478 153,800
----------- ----------- ----------- -----------
TOTAL INCREASE IN NET ASSETS........... 5,255,956 121,278 5,143,398 555,575
NET ASSETS:
Beginning of period.......................... 25,000 5,280,956 25,000 5,168,398
----------- ----------- ----------- -----------
End of period................................ $ 5,280,956(2) $ 5,402,234(2) $ 5,168,398(3) $ 5,723,973(3)
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
</TABLE>
<TABLE>
<CAPTION>
SHARES SHARES SHARES SHARES
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
CAPITAL SHARE TRANSACTIONS:
Shares sold.................................. 404,190 1,772 407,991 4,871
Shares issued for dividends reinvested....... -- 6,990 -- 11,116
Shares redeemed.............................. (1,367) (331) (774) (3,380)
----------- ----------- ---------- -----------
NET INCREASE IN SHARES OUTSTANDING......... 402,823 8,431 407,217 12,607
----------- ----------- ---------- -----------
----------- ----------- ---------- -----------
<FN>
- ---------------------
(1) From December 29, 1993 (commencement of operations) to October 31, 1994.
(2) Includes undistributed investment income--net: $68,916 in 1994 and $4,358 in 1995.
(3) Includes undistributed investment income--net: $106,661 in 1994 and $27,283 in 1995.
</TABLE>
See independent accountants' review report and notes to
financial statements.
<PAGE>
Dreyfus Focus Funds, Inc.
- ----------------------------------------------------------------
- ------------
Statement of Changes in Net Assets (continued)
<TABLE>
<CAPTION>
Small Company Small Company
Growth Portfolio Value Portfolio
---------------------------- ---------------------------
Year Ended Six Months Ended Year Ended Six Months Ended
October 31, April 30, 1995 October 31, April 30, 1995
1994(1) (Unaudited) 1994(1) (Unaudited)
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
OPERATIONS:
Investment income--net....................... $ 38,622 $ 14,881 $ 123,146 $ 22,734
Net realized gain (loss) on investments...... (396,943) 216,620 200,873 (135,028)
Net unrealized appreciation (depreciation)
on investments for the period.............. 266,238 (75,128) (355,647) 414,350
---------- ---------- ---------- ----------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS................ (92,083) 156,373 (31,628) 302,056
---------- ---------- ---------- ----------
DIVIDENDS TO SHAREHOLDERS:
From investment income--net.................. -- (51,302) -- (137,132)
From net realized gain on investments........ -- -- -- (200,873)
In excess of net realized gain on investments -- -- -- (19,370)
---------- ---------- ---------- ----------
TOTAL DIVIDENDS............................ -- (51,302) -- (357,375)
---------- ---------- ---------- ----------
CAPITAL STOCK TRANSACTIONS:
Net proceeds from shares sold................ 5,286,073 344,171 5,174,759 195,813
Dividends reinvested......................... -- 51,302 -- 357,374
Cost of shares redeemed...................... (179,625) (353,496) (2,340) (141,216)
---------- ---------- ---------- ----------
INCREASE IN NET ASSETS FROM CAPITAL
STOCK TRANSACTIONS....................... 5,106,448 41,977 5,172,419 411,971
---------- ---------- ---------- ----------
TOTAL INCREASE IN NET ASSETS........... 5,014,365 147,048 5,140,791 356,652
NET ASSETS:
Beginning of period.......................... 25,000 5,039,365 25,000 5,165,791
---------- ---------- ---------- ----------
End of period................................ $5,039,365(2) $5,186,413(2) $5,165,791(3) $5,522,443(3)
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
<CAPTION>
SHARES SHARES SHARES SHARES
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
CAPITAL SHARE TRANSACTIONS:
Shares sold.................................. 424,287 30,049 413,701 17,024
Shares issued for dividends reinvested....... -- 4,465 -- 31,965
Shares redeemed.............................. (15,425) (30,375) (191) (12,285)
---------- ---------- ---------- ----------
NET INCREASE IN SHARES OUTSTANDING......... 408,862 4,139 413,510 36,704
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
<FN>
- ---------------------
(1) From December 29, 1993 (commencement of operations) to October 31, 1994.
(2) Includes undistributed investment income--net: $38,622 in 1994 and $2,201
in 1995.
(3) Includes undistributed investment income--net: $123,146 in 1994 and $8,748
in 1995.
</TABLE>
See independent accountants' review report and notes to
financial statements.
<PAGE>
Dreyfus Focus Funds, Inc.
- ----------------------------------------------------------------
Financial Highlights
Contained below is per share operating performance data for
a share of Common Stock outstanding, total investment return,
ratios to average net assets and other supplemental data for
each series for the period indicated. This information has been
derived from the Fund's financial statements.
<TABLE>
<CAPTION>
LARGE COMPANY LARGE COMPANY
GROWTH PORTFOLIO VALUE PORTFOLIO
---------------------------- -----------------------------
SIX MONTHS SIX MONTHS
YEAR ENDED ENDED YEAR ENDED ENDED
OCTOBER 31 APRIL 30, 1995 OCTOBER 31, APRIL 30, 1995
1994(1) (UNAUDITED) 1994(1) (UNAUDITED)
---------- -------------- ----------- --------------
<S> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period ............ $12.50 $13.05 $12.50 $12.63
------ ------ ------ ------
INVESTMENT OPERATIONS:
Investment income--net .......................... .17 .05 .26 .12
Net realized and unrealized gain (loss) on
investments and foreign currency
transactions .................................. .38 .18 (.13) 1.14
------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS ............ .55 .23 .13 1.26
------ ------ ------ ------
DISTRIBUTIONS;
Dividends from investment income-net ............ -- (.21) -- (.32)
------ ------ ------ ------
Net asset value, end of period .................. $13.05 $13.07 $12.63 $13.57
------ ------ ------ ------
------ ------ ------ ------
TOTAL INVESTMENT RETURN(2) .......................... 4.40% 1.88% 1.04% 10.36%
RATIOS/SUPPLEMENTAL DATA:
Ratio of operating expenses to average
net assets(2) ................................. -- .29% -- .28%
Ratio of net investment income to
average net assets(2) ......................... 1.37% .40% 2.08% .99%
Decrease reflected in above expense ratios
due to undertaking by the
Manager(2) .................................... 1.97% .82% 2.01% .87%
Portfolio Turnover Rate(2) ...................... 12.08% 8.59% 48.35% 35.67%
Net Assets, end of period (000's Omitted) ....... $5,281 $5,402 $5,168 $5,724
<FN>
(1) From December 29, 1993 (commencement of operations) to October 31, 1994.
(2) Not annualized.
</TABLE>
See independent accountants' review report and notes to
financial statements.
<PAGE>
Dreyfus Focus Funds, Inc.
- ----------------------------------------------------------------
- ------------
Financial Highlights (continued)
Contained below is per share operating performance data for
a share of Common Stock outstanding, total investment return,
ratios to average net assets and other supplemental data for
each series for the period indicated. This information has been
derived from the Fund's financial statements.
<TABLE>
<CAPTION>
SMALL COMPANY SMALL COMPANY
GROWTH PORTFOLIO VALUE PORTFOLIO
---------------------------- -----------------------------
SIX MONTHS SIX MONTHS
YEAR ENDED ENDED YEAR ENDED ENDED
OCTOBER 31 APRIL 30, 1995 OCTOBER 31, APRIL 30, 1995
1994(1) (UNAUDITED) 1994(1) (UNAUDITED)
---------- -------------- ----------- --------------
<S> <C> <C> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period ............ $12.50 $12.27 $12.50 $12.43
------ ------ ------ ------
INVESTMENT OPERATIONS:
Investment income--net .......................... .09 .03 .30 .05
Net realized and unrealized gain (loss) on
investments and foreign currency
transactions .................................. (.32) .32 (.37) .59
------ ------ ------ ------
TOTAL FROM INVESTMENT OPERATIONS ............ (.23) .35 (.07) .64
------ ------ ------ ------
DISTRIBUTIONS:
Dividends from investment income-net ............ -- (.12) -- (.33)
Dividends from net realized gain
on investments ................................ -- -- -- (.48)
Dividends in excess of net realized gain
on investments ................................ -- -- -- (.05)
------ ------ ------ ------
TOTAL DISTRIBUTIONS ......................... -- (.12) -- (.86)
------ ------ ------ ------
Net asset value, end of period .................. $12.27 $12.50 $12.43 $12.21
------ ------ ------ ------
------ ------ ------ ------
TOTAL INVESTMENT RETURN(2) .......................... (1.84%) 2.94% (.56%) 5.79%
RATIOS/SUPPLEMENTAL DATA:
Ratio of operating expenses to average
net assets(2) ................................. -- .33% -- .36%
Ratio of interest expense and dividends on
securities sold short to average net
assets (2) .................................... -- -- .01% .04%
Ratio of net investment income to
average net assets(2) ......................... .79% .30% 2.39% .44%
Decrease reflected in above expense ratios
due to undertaking by the Manager(2) .......... 1.96% .84% 2.07% .84%
Portfolio Turnover Rate(2) ...................... 25.95% 16.44% 219.63% 66.18%
Net Assets, end of period (000's Omitted) ....... $5,039 $5,186 $5,166 $5,522
<FN>
(1) From December 29, 1993 (commencement of operations) to October 31, 1994.
(2) Not annualized.
</TABLE>
See independent accountants' review report and notes to
financial statements.
<PAGE>
Dreyfus Focus Funds, Inc.
NOTES TO FINANCIAL STATEMENTS (Unaudited)
NOTE 1--GENERAL:
The Fund is registered under the Investment Company Act of
1940 ("Act") as a diversified open-end management investment
company and operates as a series company currently offering four
classes of shares of Common Stock: the Large Company Growth
Portfolio, the Large Company Value Portfolio, the Small Company
Growth Portfolio and the Small Company Value Portfolio. Premier
Mutual Fund Services, Inc. (the "Distributor") acts as the
distributor of the Fund's shares which are sold without a sales
charge. The Distributor, located at One Exchange Place, Boston,
Massachusetts 02109, is a wholly-owned subsidiary of
FDI Distribution Services, Inc., a provider of mutual fund
administration services, which in turn is a wholly-owned
subsidiary of FDI Holdings, Inc., the parent company of which is
Boston Institutional Group, Inc. The Dreyfus Corporation
("Manager") serves as the Fund's investment adviser.
The Manager is a direct subsidiary of Mellon Bank, N.A.
As of April 30, 1995, Major Trading Corporation, a
subsidiary of Mellon Bank Investments Corporation, the parent
company of which is Mellon Bank, held the following shares:
<TABLE>
<CAPTION>
<S> <C> <S> <C>
Large Company Growth Portfolio 408,937 Small Company Growth Portfolio 406,198
Large Company Value Portfolio 412,920 Small Company Value Portfolio 439,186
</TABLE>
NOTE 2--SIGNIFICANT ACCOUNTING POLICIES:
(A) PORTFOLIO VALUATION: Each series' investments in
securities are valued at the last sales price on the securities
exchange on which such securities are primarily traded or at the
last sales price on the national securities market. Securities
not listed on an exchange or the national securities market, or
securities for which there were no transactions, are valued at
the average of the most recent bid and asked prices, except for
open short positions, where the asked price is used for
valuation purposes. Bid price is used when no asked
price is available. Investments denominated in foreign
currencies are translated to U.S. dollars at the prevailing
rates of exchange.
(B) FOREIGN CURRENCY TRANSACTIONS: The Fund does not isolate
that portion of the results of operations resulting from changes
in foreign exchange rates on investments from the fluctuations
arising from changes in market prices of securities held. Such
fluctuations are included with the net realized and unrealized
gain or loss from investments.
Reported net realized foreign exchange gains or losses arise
from sales and maturities of short-term securities, sales of
foreign currencies, currency gains or losses realized on
securities transactions, the difference between the
amounts of dividends, interest, and foreign withholding taxes
recorded on the Fund's books, and the U.S. dollar equivalent of
the amounts actually received or paid. Net unrealized foreign
exchange gains and losses arise from changes in the value of
assets and liabilities other than investments in securities,
resulting from changes in exchange rates.
(C) SECURITIES TRANSACTIONS AND INVESTMENT INCOME:
Securities transactions are recorded on a trade date basis.
Realized gain and loss from securities transactions are recorded
on the identified cost basis. Dividend income is
recognized on the ex-dividend date and interest income,
including, where applicable, amortization of discount on
investments, is recognized on the accrual basis.
<PAGE>
Dreyfus Focus Funds, Inc.
- ----------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)
(D) EXPENSES: Expenses directly attributable to each series
are charged to that series' operations; expenses which are
applicable to all series are allocated among them on a pro rata
basis.
(E) DIVIDENDS TO SHAREHOLDERS: Dividends payable to
shareholders are recorded by each series on the ex-dividend
date. Dividends from investment income-net and dividends from
net realized capital gain, with respect to each series, are
normally declared and paid annually, but each series may make
distributions on a more frequent basis to comply with the
distribution requirements of the Internal Revenue Code. To the
extent that a net realized capital gain of a series can be
offset by a capital loss carryover of that series, such gain
will not be distributed.
Dividends in excess of net realized gains on investments for
financial statement purposes result from wash sale loss
deferrals from security transactions during the period.
(F) FEDERAL INCOME TAXES: It is the policy of the Fund to
qualify as a regulated investment company, if such qualification
is in the best interests of its shareholders, by complying with
the applicable provisions of the Internal Revenue Code, and to
make distributions of taxable income sufficient to relieve
it from substantially all Federal income and excise taxes. For
Federal income tax purposes, each series is treated as a single
entity for the purpose of determining such qualification.
The Large Company Growth Portfolio has an unused capital
loss carryover of approximately $118,000 available for Federal
income tax purposes to be applied against future net securities
profits, if any, realized subsequent to October 31, 1994. If
not applied, the carryover expires in fiscal 2002.
The Large Company Value Portfolio has an unused capital loss
carryover of approximately $55,000 available for Federal income
tax purposes to be applied against future net securities
profits, if any, realized subsequent to October 31, 1994. If
not applied, the carryover expires in fiscal 2002.
The Small Company Growth Portfolio has an unused capital
loss carryover of approximately $397,000 available for Federal
income tax purposes to be applied against future net securities
profits, if any, realized subsequent to October 31, 1994. If
not applied, the carryover expires in fiscal 2002.
NOTE 3--BANK LINES OF CREDIT:
In accordance with an agreement with a bank, each Series may
borrow up to $2 million under a short-term unsecured line of
credit. Interest on borrowings is charged at rates which are
related to Federal Funds rate in effect from time to time.
Small Company Value Portfolio:
Outstanding borrowings on April 30, 1995, under the line of
credit, amounted to approximately $143,000, at an annualized
interest rate of 7.04%.
The average daily amount of short-term debt outstanding
during the six months ended April 30, 1995 was approximately
$51,000, with a related weighted average annualized interest
rate of 7.15%. The maximum amount of such debt outstanding at
any time during the six months ended April 30, 1995, was
$268,000.
NOTE 4--MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES:
(A) Pursuant to a management agreement ("Agreement") with
the Manager, the management fee is computed at the annual rate
of .75 of 1% of the average daily value of each series' net
assets and is
<PAGE>
Dreyfus Focus Funds, Inc.
- ----------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)
payable monthly. The Agreement provides that if in any full
fiscal year the aggregate expenses of any series, exclusive of
taxes, brokerage, interest on borrowings (which, in the view of
Stroock & Stroock & Lavan, counsel to the Fund, also
contemplates dividends accrued on securities sold short) and
extraordinary expenses, exceed the expense limitation of any
state having jurisdiction over the Series, that series may
deduct from payments to be made to the Manager, or the Manager
will bear the amount of such excess to the extent required by
state law. The most stringent state expense limitation
applicable to each Series presently requires reimbursement of
expenses in any full fiscal year that such expenses (exclusive
of distribution expenses and certain expenses as described
above) exceed 2-1/2% of the first $30 million, 2%
of the next $70 million and 1-1/2% of the excess over $100
million of the average value of that series' net assets in
accordance with California "blue sky" regulations. However, the
Manager had undertaken from November 1, 1994 through December
31, 1994, to assume all expenses of each Series (excluding
certain expenses as described above). The Manager has currently
undertaken from January 1, 1995 to April 30, 1995 to waive
receipt of the management, service and distribution fees.
The expense reimbursements, pursuant to the undertakings
amounted to the following for the six months ended April 30,
1995:
<TABLE>
<CAPTION>
<S> <C> <S> <C>
Large Company Growth Portfolio $42,216 Small Company Growth Portfolio $41,742
Large Company Value Portfolio 45,136 Small Company Value Portfolio 43,748
</TABLE>
The undertaking may be modified by the Manager from time to
time, provided that the resulting expense reimbursement would
not be less than the amount required pursuant to the agreement.
(B) Under the Distribution Plan (the "Plan") adopted
pursuant to Rule 12b-1 under the Act, the Fund (a) reimburses
the Distributor for payments to certain Service Agents for
distributing each Series' shares and (b) pays the Manager,
Dreyfus Service Corporation and any affiliate of either of them
for advertising and marketing relating to each Series, at an
aggregate annual rate of .50 of 1% of the value of each Series'
average daily net assets. The Distributor may pay one or more
Service Agents in respect of distribution services.
The Distributor determines the amounts, if any, to be paid to
Service Agents under the Plan and the basis on which such
payments are made. The fees payable under the Plan are payable
without regard to actual expenses incurred. The Plan also
separately provides for the Fund to bear the costs of preparing,
printing and distributing certain of the Fund's prospectuses and
statements of additional information and costs associated with
implementing and operating the Plan, not to exceed the greater
of $100,000 or .005 of 1% of each Series' average daily
net assets for any full fiscal year.
During the six months ended ended April 30, 1995, the
following was charged to each series pursuant to the Plan:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Large Company Growth Portfolio $12,701 Small Company Growth Portfolio $12,331
Large Company Value Portfolio 12,937 Small Company Value Portfolio 12,912
</TABLE>
(C) Under the Shareholder Services Plan, each series pays
the Distributor at an annual rate of .25 of 1% of the value of a
series' average daily net assets for servicing shareholder
accounts. The services provided may include personal services
relating to shareholder accounts, such as answering
shareholder inquiries regarding the Series and providing reports
and other information, and services related to the maintenance
of shareholder accounts. The Distributor may make payments to
Service Agents in respect of these services. The Distributor
determines the amount to be paid to Service Agents. The
following summarizes the aggregate amount charged by
the Distributor, pursuant to the Shareholder Services Plan
during the six months ended April 30, 1995:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Large Company Growth Portfolio $6,350 Small Company Growth Portfolio $6,165
Large Company Value Portfolio 6,469 Small Company Value Portfolio 6,456
</TABLE>
(D) Each director who is not an "affiliated person" as
defined in the Act receives from the Fund an annual fee of
$3,000 and an attendance fee of $250 per meeting. The Chairman
of the Board receives an additional 25% of such compensation.
NOTE 5--SECURITIES TRANSACTIONS:
(A) The following summarizes the aggregate amount of
purchases and sales of investment securities and securities sold
short, excluding short-term securities, for the six months ended
April 30, 1995:
LONG TRANSACTIONS:
<TABLE>
<CAPTION>
PURCHASES SALES
----------- ----------
<S> <C> <C>
Large Company Growth Portfolio.................... $ 412,317 $ 653,010
Large Company Value Portfolio..................... 1,791,082 1,832,692
Small Company Growth Portfolio.................... 682,212 669,315
Small Company Value Portfolio..................... 3,626,340 3,110,830
</TABLE>
SHORT SALE TRANSACTIONS;
<TABLE>
<CAPTION>
PURCHASES SALES
----------- ----------
<S> <C> <C>
Small Company Value Portfolio..................... $ 180,699 $ 431,368
</TABLE>
The Small Company Value Portfolio is engaged in
short-selling which obligates the Series to replace the security
borrowed by purchasing the security at current market value.
The Series would incur a loss if the price of the security
increases between the date of the short sale and the date on
which the Series replaces the borrowed security. The Series
would realize a gain if the price of the security declines
between those dates. Until the Series replaces the borrowed
security, the Series will maintain daily, a segregated account
with a broker and/or custodian, of cash and/or U.S.
Government securities sufficient to cover its short position.
Securities sold short at April 30, 1995 and their related market
values and proceeds are set forth in the Statement of Securities
Sold Short.
<PAGE>
Dreyfus Focus Funds, Inc.
- ----------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)
(B) The following summarizes the accumulated net unrealized
appreciation on investments, excluding foreign currency
transactions, for each series at April 30, 1995:
<TABLE>
<CAPTION>
GROSS GROSS
APPRECIATION (DEPRECIATION) NET
-------------- -------------- --------
<S> <C> <C> <C>
Large Company Growth Portfolio........ $751,332 $(307,019) $444,313
Large Company Value Portfolio......... 613,623 (135,144) 478,479
Small Company Growth Portfolio........ 625,987 (434,877) 191,110
Small Company Value Portfolio......... 433,074 (374,371) 58,703
</TABLE>
At April 30, 1995, the cost of investments for each series
for Federal income tax purposes was substantially the same as
the cost for financial reporting purposes. The cost of
investments for each series for financial reporting purposes as
of April 30, 1995 was as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Large Company Growth Portfolio $4,838,102 Small Company Growth Portfolio $4,883,393
Large Company Value Portfolio 5,160,974 Small Company Value Portfolio 5,593,245
</TABLE>
<PAGE>
DREYFUS FOCUS FUNDS, INC.
PART C. OTHER INFORMATION
_________________________
Item 24. Financial Statements and Exhibits. - List
_______ _________________________________________
(a) Financial Statements:
Included in Part A of the Registration Statement
Not Applicable
Included in Part B of the Registration Statement:
Statement of Investments-- October 31, 1994.
Statement of Securities Sold Short-- October 31, 1994.
Statement of Assets and Liabilities-- October 31, 1994.
Statement of Operations-- for the period from December
29, 1993 (commencement of operations) to October 31, 1994.
Statement of Changes in Net Assets--for the period from
December 29, 1993 (commencement of operations) to October 31,
1994.
Notes to Financial Statements.
Report of Ernst & Young, Independent Auditors, dated
December 5, 1994.
Statement of Investments -- April 30, 1995 (unaudited).
Statement of Securities Sold Short -- April 30, 1995
(unaudited).
Statement of Assets and Liabilities -- April 30, 1995
(unaudited).
Statement of Operations --for the six-month period from
November 1, 1994 to April 30, 1995 (unaudited).
Statement of Changes in Net Assets -- for the six-month
period from November 1, 1994 to April 30, 1995 (unaudited).
Notes to Financial Statements (unaudited).
All Schedules and other financial statement information, for
which provision is made in the applicable accounting regulations
of the Securities and Exchange Commission, are either omitted
because they are not
required under the related instructions, they are inapplicable,
or the
required information is presented in the financial statements or
notes thereto which are included in Part B of the Registration
Statement.
Item 24. Financial Statements and Exhibits. - List (continued)
_______ _____________________________________________________
(b) Exhibits:
(1) Registrant's Articles of Incorporation and Articles
of Amendment are incorporated by reference to Exhibit (1) of
Pre-Effective Amendment No. to the Registration Statement on
Form N-1A, filed on December 22, 1993.
(2) Registrant's By-Laws, as amended, are incorporated by
reference to Exhibit (2) of Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-1A, filed on December 22, 1993.
(5) Management Agreement.
(6) Distribution Agreement.
(8) Registrant's Custody Agreement is incorporated by
reference to Exhibit (8) of Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-1A, filed on December 22, 1993.
(9) Shareholder Services Plan.
(10) Opinion and consent of Registrant's counsel is
incorporated by reference to Exhibit (10) of Pre-Effective
Amendment No. 1 to the Registration Statement on Form N-1A,
filed on December 22, 1993.
(11) Consent of Independent Auditors.
(15) Distribution Plan is incorporated by reference to
Exhibit (15) of Post-Effective Amendment No. 2 to the
Registration Statement on Form N-1A, filed on December 30, 1994.
(16) Schedules of Computation of Performance Data is
incorporated by reference to Exhibit (16) of Post-Effective
Amendment No. 1 to the Registration Statement on Form N-1A,
filed on June 22, 1994.
Item 25. Persons Controlled by or under Common Control with
Registrant.
______________________________________________________________
Not Applicable
Item 26. Number of Holders of Securities.
_______ ________________________________
(1) (2)
Number of Record
Title of Class Holders as of June 30, 1995
_____________________________
Common Stock
(Par value $.001)
Dreyfus Large Company Growth 11
Dreyfus Large Company Value 19
Dreyfus Small Company Growth 18
Dreyfus Small Company Value 12
Item 27. Indemnification
_______ _______________
The Statement as to the general effect of any contract,
arrangements or statute under which a director,
officer, underwriter or affiliated person of the Registrant is
insured or indemnified in any manner against any liability which
may be incurred in such capacity, other than insurance provided
by any director, officer, affiliated person or underwriter for
their own protection, is incorporated by reference to Item 27 of
Part II of Pre-Effective Amendment No. 1 to the Registration
Statement on Form N-1A, filed on December 22, 1993.
Reference is also made to the Distribution Agreement filed
as Exhibit 6 hereto.
Item 28. Business and Other Connections of Investment
Adviser.
_______ ____________________________________________________
The Dreyfus Corporation ("Dreyfus") and subsidiary companies
comprise a financial service organization whose business
consists primarily of providing investment management services
as the investment adviser, manager and distributor for sponsored
investment companies registered under the Investment Company Act
of 1940 and as an investment adviser to institutional and
individual accounts. Dreyfus also serves as sub-investment
adviser to and/or administrator of other investment companies.
Dreyfus Service Corporation, a wholly-owned subsidiary of
Dreyfus, serves primarily as distributor of shares of investment
companies sponsored by Dreyfus and of other investment companies
for which Dreyfus acts as investment adviser, sub-investment
adviser or administrator. Dreyfus Management, Inc., another
wholly-owned subsidiary, provides investment management services
to various pension plans, institutions and individuals.
Officers and Directors of Dreyfus
Name and Position
with Dreyfus Other Businesses
_________________ ________________
MANDELL L. BERMAN Real estate consultant and private investor
Director 29100 Northwestern Highway, Suite 370
Southfield, Michigan 48034;
Past Chairman of the Board of Trustees of
Skillman Foundation.
Member of The Board of Vintners International.
FRANK V. CAHOUET Chairman of the Board, President and
Director Chief Executive Officer:
Mellon Bank Corporation
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258;
Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
Director:
Avery Dennison Corporation
150 North Orange Grove Boulevard
Pasadena, California 91103;
Saint-Gobain Corporation
750 East Swedesford Road
Valley Forge, Pennsylvania 19482;
Teledyne, Inc.
1901 Avenue of the Stars
Los Angeles, California 90067
ALVIN E. FRIEDMAN Senior Adviser to Dillon, Read & Co. Inc.
Director 535 Madison Avenue
New York, New York 10022;
Director and member of the Executive
Committee of Avnet, Inc.**
DAVID B. TRUMAN Educational consultant;
Director Past President of the Russell Sage Foundation
230 Park Avenue
New York, New York 10017;
Past President of Mount Holyoke College
South Hadley, Massachusetts 01075;
Former Director:
Student Loan Marketing Association
1055 Thomas Jefferson Street, N.W.
Washington, D.C. 20006;
Former Trustee:
College Retirement Equities Fund
730 Third Avenue
New York, New York 10017
HOWARD STEIN Chairman of the Board:
Chairman of the Board and Dreyfus Acquisition Corporation*;
Chief Executive Officer The Dreyfus Consumer Credit
Corporation*;
Dreyfus Land Development Corporation*;
Dreyfus Management, Inc.*;
Dreyfus Service Corporation*;
Chairman of the Board and Chief Executive
Officer:
Major Trading Corporation*;
Director:
Avnet, Inc.**;
Dreyfus America Fund++++
The Dreyfus Fund International
Limited+++++
World Balanced Fund+++
Dreyfus Partnership Management,
Inc.*;
Dreyfus Personal Management, Inc.*;
Dreyfus Precious Metals, Inc.*;
Dreyfus Realty Advisors, Inc.+++;
Dreyfus Service Organization, Inc.*;
The Dreyfus Trust Company++;
Seven Six Seven Agency, Inc.*;
Trustee:
Corporate Property Investors
New York, New York;
W. KEITH SMITH Chairman and Chief Executive Officer:
Vice Chairman of the The Boston Company
Board One Boston Place
Boston, Massachusetts 02108
Vice Chairman of the Board:
Mellon Bank Corporation
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258;
Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
Director:
Dentsply International, Inc.
570 West College Avenue
York, Pennsylvania 17405
ROBERT E. RILEY Director:
President, Chief Dreyfus Service Corporation*
Operating Officer and
a Director
STEPHEN E. CANTER None
Vice Chairman, Chief
Investment Officer and a
Director
LAWRENCE S. KASH Chairman, President and Chief
Vice Chairman-- Executive Officer:
Distribution and a The Boston Company Advisors, Inc.
Director 53 State Street
Exchange Place
Boston, Massachusetts 02109;
Executive Vice President and Director:
Dreyfus Service Organization, Inc.*;
Director:
The Dreyfus Consumer Credit
Corporation*;
The Dreyfus Trust Company ++;
Dreyfus Service Corporation*;
President:
The Boston Company
One Boston Place
Boston, Massachusetts 02108;
Laurel Capital Advisors
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258;
Boston Group Holdings, Inc.;
Executive Vice President:
Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258;
Boston Safe Deposit & Trust
One Boston Place
Boston, Massachusetts 02108
LAWRENCE M. GREENE Director:
Director Dreyfus America Fund++++
JULIAN M. SMERLING None
Director
PHILIP L. TOIA Chairman of the Board and Trust Investment
Vice Chairman-- Officer:
Operations and The Dreyfus Trust Company++;
Administration Chairman of the Board and Chief
Executive Officer:
Major Trading Corporation*;
Director:
The Dreyfus Security Savings Bank,
F.S.B.+;
Dreyfus Service Corporation*;
Seven Six Seven Agency, Inc.*;
President and Director:
Dreyfus Acquisition Corporation*;
The Dreyfus Consumer Credit Corporation*;
Dreyfus-Lincoln, Inc.*;
Dreyfus Management, Inc.*;
Dreyfus Personal Management, Inc.*;
Dreyfus Partnership Management, Inc.+;
Dreyfus Service Organization*;
The Truepenny Corporation*;
Formerly, Senior Vice President:
The Chase Manhattan Bank, N.A. and
The Chase Manhattan Capital Markets
Corporation
One Chase Manhattan Plaza
New York, New York 10081
PAUL H. SNYDER Director:
Vice President and Pennsylvania Economy League
Chief Financial Philadelphia, Pennsylvania;
Officer Children's Crisis Treatment Center
Philadelphia, Pennsylvania;
Director and Vice President:
Financial Executives Institute,
Philadelphia Chapter
Philadelphia, Pennsylvania
BARBARA E. CASEY President:
Vice President-- Dreyfus Retirement Services Division;
Dreyfus Retirement Executive Vice President:
Services Boston Safe Deposit & Trust Co.
One Boston Place
Boston, Massachusetts 02108
DIANE M. COFFEY None
Vice President--
Corporate Communications
ELIE M. GENADRY President:
Vice President-- Institutional Services Division of
Institutional Sales Dreyfus Service Corporation*;
Broker-Dealer Division of Dreyfus
Service Corporation*;
Group Retirement Plans Division of
Dreyfus Service Corporation*;
Executive Vice President:
Dreyfus Service Corporation*;
Dreyfus Service Organization, Inc.*;
Vice President:
The Dreyfus Trust Company++
HENRY D. GOTTMANN Executive Vice President:
Vice President--Retail Dreyfus Service Corporation*;
Sales and Service Vice President:
Dreyfus Precious Metals, Inc.*
DANIEL C. MACLEAN Director, Vice President and Secretary:
Vice President and Dreyfus Precious Metals, Inc.*;
General Counsel Director and Vice President:
The Dreyfus Consumer Credit Corporation*;
Director and Secretary:
Dreyfus Partnership Management, Inc.*;
Major Trading Corporation*;
The Truepenny Corporation+;
Director:
The Dreyfus Trust Company++;
Secretary:
Seven Six Seven Agency, Inc.*
JEFFREY N. NACHMAN None
Vice President--Mutual
Fund Administration
KATHERINE C. WICKHAM Formerly, Assistant Commissioner:
Vice President-- Department of Parks and Recreation
Human Resources of the City of New York
830 Fifth Avenue
New York, New York 10022
WILLIAM F. GLAVIN, JR. Senior Vice President:
Vice President--Corporate The Boston Company Advisors, Inc.
Development 53 State Street
Exchange Place
Boston, Massachusetts 02109
ANDREW S. WASSER Vice President:
Vice President--Information Mellon Bank Corporation
Services One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
MAURICE BENDRIHEM Treasurer:
Controller Dreyfus Partnership Management, Inc.*;
Dreyfus Service Organization, Inc.*;
Seven Six Seven Agency, Inc.*;
The Truepenny Corporation*;
Controller:
Dreyfus Acquisition Corporation*;
The Dreyfus Trust Company++;
The Dreyfus Consumer Credit Corporation*;
Assistant Treasurer:
Dreyfus Precious Metals, Inc.*;
Formerly, Vice President-Financial
Planning, Administration and Tax:
Showtime/The Movie Channel, Inc.
1633 Broadway
New York, New York 10019
MARK N. JACOBS Secretary:
Vice President--Fund The Dreyfus Consumer Credit Corporation*;
Legal and Compliance Dreyfus Management, Inc.*;
and Secretary Assistant Secretary:
Dreyfus Service Organization, Inc.*;
Major Trading Corporation*;
The Truepenny Corporation*
ELVIRA OSLAPAS Assistant Secretary:
Assistant Secretary Dreyfus Service Corporation*;
Dreyfus Management, Inc*;
Dreyfus Acquisition Corporation, Inc*;
The Truepenny Corporation*
_____________
* The address of the business so indicated is 200 Park
Avenue, New York, New York 10166.
** The address of the business so indicated is 80 Cutter Mill
Road, Great Neck, New York 11021.
*** The address of the business so indicated is Five Triad
Center, Salt Lake City, Utah 84180.
+ The address of the business so indicated is Atrium
Building, 80 Route 4 East, Paramus, New Jersey 07652.
++ The address of the business so indicated is 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144.
+++ The address of the business so indicated is One Rockefeller
Plaza, New York, New York 10020.
++++ The address of the business so indicated is 2 Boulevard
Royal, Luxembourg.
+++++ The address of the business so indicated is Nassau, Bahama
Islands.
Item 29. Principal Underwriters
________ ______________________
(a) Other investment companies for which Registrant's
principal underwriter (exclusive distributor) acts as principal
underwriter or exclusive distributor:
1. Comstock Partners Strategy Fund, Inc.
2. Dreyfus A bonds Plus, Inc.
3. Dreyfus Appreciation Fund, Inc.
4. Dreyfus Asset Allocation Fund, Inc.
5. Dreyfus Balanced Fund, Inc.
6. Dreyfus BASIC Money Market Fund, Inc.
7. Dreyfus BASIC Municipal Fund, Inc.
8. Dreyfus BASIC U.S. Government Money Market Fund
9. Dreyfus California Intermediate Municipal Bond
Fund
10. Dreyfus California Tax Exempt Bond Fund, Inc.
11. Dreyfus California Tax Exempt Money Market Fund
12. Dreyfus Capital Value Fund (A Premier Fund)
13. Dreyfus Cash Management
14. Dreyfus Cash Management Plus, Inc.
15. Dreyfus Connecticut Intermediate Municipal Bond
Fund
16. Dreyfus Connecticut Municipal Money Market Fund,
Inc.
17. Dreyfus Edison Electric Index Fund, Inc.
18. Dreyfus Florida Intermediate Municipal Bond Fund
19. Dreyfus Florida Municipal Money Market Fund
20. Dreyfus Focus Funds, Inc.
21. The Dreyfus Fund Incorporated
22. Dreyfus Global Bond Fund, Inc.
23. Dreyfus Global Growth, L.P. (A Strategic Fund)
24. Dreyfus GNMA Fund, Inc.
25. Dreyfus Government Cash Management
26. Dreyfus Growth and Income Fund, Inc.
27. Dreyfus Growth Opportunity Fund, Inc.
28. Dreyfus Institutional Money Market Fund
29. Dreyfus Institutional Short Term Treasury Fund
30. Dreyfus Insured Municipal Bond Fund, Inc.
31. Dreyfus Intermediate Municipal Bond Fund, Inc.
32. Dreyfus International Equity Fund, Inc.
33. Dreyfus International Recovery Fund, Inc.
34. Dreyfus Investors GNMA Fund
35. The Dreyfus/Laurel Funds, Inc.
36. The Dreyfus/Laurel Funds Trust
37. The Dreyfus/Laurel Tax-Free Municipal Funds
38. The Dreyfus/Laurel Investment Series
39. The Dreyfus Leverage Fund, Inc.
40. Dreyfus Life and Annuity Index Fund, Inc.
41. Dreyfus Liquid Assets, Inc.
42. Dreyfus Massachusetts Intermediate Municipal
Bond Fund
43. Dreyfus Massachusetts Municipal Money Market
Fund
44. Dreyfus Massachusetts Tax Exempt Bond Fund
45. Dreyfus Michigan Municipal Money Market Fund, Inc.
46. Dreyfus Money Market Instruments, Inc.
47. Dreyfus Municipal Bond Fund, Inc.
48. Dreyfus Municipal Cash Management Plus
49. Dreyfus Municipal Money Market Fund, Inc.
50. Dreyfus New Jersey Intermediate Municipal Bond
Fund
51. Dreyfus New Jersey Municipal Bond Fund, Inc.
52. Dreyfus New Jersey Municipal Money Market Fund,
Inc.
53. Dreyfus New Leaders Fund, Inc.
54. Dreyfus New York Insured Tax Exempt Bond Fund
55. Dreyfus New York Municipal Cash Management
56. Dreyfus New York Tax Exempt Bond Fund, Inc.
57. Dreyfus New York Tax Exempt Intermediate Bond Fund
58. Dreyfus New York Tax Exempt Money Market Fund
59. Dreyfus Ohio Municipal Money Market Fund, Inc.
60. Dreyfus 100% U.S. Treasury Intermediate Term Fund
61. Dreyfus 100% U.S. Treasury Long Term Fund
62. Dreyfus 100% U.S. Treasury Money Market Fund
63. Dreyfus 100% U.S. Treasury Short Term Fund
64. Dreyfus Pennsylvania Intermediate Municipal Bond
Fund
65. Dreyfus Pennsylvania Municipal Money Market Fund
66. Dreyfus Retirement Portfolios, Inc.
67. Dreyfus Short-Intermediate Government Fund
68. Dreyfus Short-Intermediate Municipal Bond Fund
69. Dreyfus Short-Term Income Fund, Inc.
70. The Dreyfus Socially Responsible Growth Fund, Inc.
71. Dreyfus Strategic Growth, L.P.
72. Dreyfus Strategic Income
73. Dreyfus Strategic Investing
74. Dreyfus Tax Exempt Cash Management
75. The Dreyfus Third Century Fund, Inc.
76. Dreyfus Treasury Cash Management
77. Dreyfus Treasury Prime Cash Management
78. Dreyfus Variable Investment Fund
79. Dreyfus-Wilshire Target Funds, Inc.
80. Dreyfus Worldwide Dollar Money Market Fund, Inc.
81. General California Municipal Bond Fund, Inc.
82. General California Municipal Money Market Fund
83. General Government Securities Money Market
Fund, Inc.
84. General Money Market Fund, Inc.
85. General Municipal Bond Fund, Inc.
86. General Municipal Money Market Fund, Inc.
87. General New York Municipal Bond Fund, Inc.
88. General New York Municipal Money Market Fund
89. Pacifica Funds Trust
90. Peoples Index Fund, Inc.
91. Peoples S&P MidCap Index Fund, Inc.
92. Premier California Municipal Bond Fund
93. Premier Global Investing, Inc.
94. Premier GNMA Fund
95. Premier Growth Fund, Inc.
96. Premier Insured Municipal Bond Fund
97. Premier Municipal Bond Fund
98. Premier New York Municipal Bond Fund
99. Premier State Municipal Bond Fund
(b)
Positions and offices Positions and
Name and principal with Premier Mutual offices with
business address Fund Services, Inc. Registrant
Marie E. Connolly+ Director, President, President and
Chief Operating Officer Treasurer
and Compliance Officer
Joseph F. Tower, III+ Senior Vice President, Assistant
Treasurer and Chief Treasurer
Financial Officer
John E. Pelletier+ Senior Vice President, Vice President
General Counsel, Secretary and Secretary
and Clerk
Frederick C. Dey++ Senior Vice President Vice President
and Assistant
Treasurer
Eric B. Fischman++ Vice President and Vice President
Associate General Counsel and Assistant
Secretary
Lynn H. Johnson+ Vice President None
Paul Prescott+ Assistant Vice President None
Leslie M. Gaynor+ Assistant Treasurer None
Mary Nelson+ Assistant Treasurer None
John J. Pyburn++ Assistant Treasurer Assistant
Treasurer
Jean M. O'Leary+ Assistant Secretary and None
Assistant Clerk
Ruth D. Leibert++ Assistant Vice President Assistant
Secretary
Paul D. Furcinito++ Assistant Vice President Assistant
Secretary
John W. Gomez+ Director None
William J. Nutt+ Director None
__________
+ Principal business address is One Exchange Place, Boston
Massachusetts 02109.
++ Principal business address is 200 Park Avenue, New York,
New York 10166.
Item 30. Location of Accounts and Records
________________________________
1. The Shareholder Services Group, Inc.,
a subsidiary of First Data Corporation
P.O. Box 9671
Providence, Rhode Island 02940-9671
2. The Bank of New York
90 Washington Street
New York, New York 10286
3. The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Item 31. Management Services
_______ ___________________
Not Applicable
Item 32. Undertakings
________ ____________
Registrant hereby undertakes
(1) to file a post-effective amendment with respect to
Registrant's series shares which are being registered hereunder,
using financial
statements which need not be certified, within four to
six months from the effective date of this Registration
Statement.
(2) to call a meeting of shareholders for the purpose of
voting upon the question of removal of a director or directors
when requested in writing to do so by the holders of at least
10% of the Registrant's outstanding shares of common stock and
in connection with such meeting to comply with the provisions of
Section 16(c) of the Investment Company Act of 1940 relating to
shareholder communications.
(3) to furnish each person to whom a prospectus is delivered
with a copy of the Fund's latest Annual Report to Shareholders,
upon request and without charge.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933
and the Investment Company Act of 1940, the Registrant has duly
caused this Amendment to 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 14th day of
July, 1995.
DREYFUS FOCUS FUNDS, INC.
BY: /s/Marie E. Connolly*
__________________________________________
Marie E. Connolly, PRESIDENT
Pursuant to the requirements of the Securities Act of 1933,
this Amendment to the
Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signatures Title Date
_______________________________________________ _________
/s/Marie E. Connolly* President (Principal Executive, 7/14/95
Financial and Accounting Officer)
and Treasurer
Marie E. Connolly
/s/John M. Fraser, Jr.* Director 7/14/95
______________________________
John M. Fraser, Jr.
/s/Ehud Houminer* Director 7/14/95
______________________________
Ehud Houminer
/s/Gloria Messinger* Director 7/14/95
_____________________________
Gloria Messinger
*BY: /s/Eric B. Fischman
__________________________
Eric B. Fischman,
Attorney-in-Fact
INDEX OF EXHIBITS
(5) Management Agreement
(6) Distribution Agreement
(9) Shareholder Services Plan
(11) Consent of Ernst & Young LLP,
Independent Auditors
Other Exhibit
(a) Power of Attorneys
(b) Certificate of Secretary
MANAGEMENT AGREEMENT
DREYFUS GROWTH AND VALUE FUNDS, INC.
August 24, 1994
Amended, September __, 1995
The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Dear Sirs:
The above-named investment company (the "Fund")
consisting of the series named on Schedule 1 hereto, as such
Schedule may be revised from time to time (each, a "Series"),
herewith confirms its agreement with you as follows:
The Fund desires to employ its capital by investing
and reinvesting the same in investments of the type and in
accordance with the limitations specified in its charter
documents and in its Prospectus and Statement of Additional
Information as from time to time in effect, copies of which have
been or will be submitted to you, and in such manner and to such
extent as from time to time may be approved by the Fund's Board.
The Fund desires to employ you to act as its investment adviser.
In this connection it is understood that from time to
time you will employ or associate with yourself such person or
persons as you may believe to be particularly fitted to assist
you in the performance of this Agreement. Such person or
persons
may be officers or employees who are employed by both you and
the
Fund. The compensation of such person or persons shall be paid
by you and no obligation may be incurred on the Fund's behalf in
any such respect.
Subject to the supervision and approval of the Fund's
Board, you will provide investment management of each Series'
portfolio in accordance with such Series' investment objectives
and policies as stated in the Fund's Prospectus and Statement of
Additional Information as from time to time in effect. In
connection therewith, you will obtain and provide investment
research and will supervise each Series' investments and conduct
a continuous program of investment, evaluation and, if
appropriate, sale and reinvestment of such Series' assets. You
will furnish to the Fund such statistical information, with
respect to the investments which a Series may hold or
contemplate
purchasing, as the Fund may reasonably request. The Fund wishes
to be informed of important developments materially affecting
any
Series' portfolio and shall expect you, on your own initiative,
to furnish to the Fund from time to time such information as you
may believe appropriate for this purpose.
In addition, you will supply office facilities (which
may be in your own offices), data processing services, clerical,
accounting and bookkeeping services, internal auditing and legal
services, internal executive and administrative services, and
stationery and office supplies; prepare reports to each Series'
stockholders, tax returns, reports to and filings with the
Securities and Exchange Commission and state Blue Sky
authorities; calculate the net asset value of each Series'
shares; and generally assist in all aspects of the Fund's
operations. You shall have the right, at your expense, to
engage
other entities to assist you in performing some or all of the
obligations set forth in this paragraph, provided each such
entity enters into an agreement with you in form and substance
reasonably satisfactory to the Fund. You agree to be liable for
the acts or omissions of each such entity to the same extent as
if you had acted or failed to act under the circumstances.
You shall exercise your best judgment in rendering the
services to be provided to the Fund hereunder and the Fund
agrees
as an inducement to your undertaking the same that you shall not
be liable hereunder for any error of judgment or mistake of law
or for any loss suffered by one or more Series, provided that
nothing herein shall be deemed to protect or purport to protect
you against any liability to the Fund or a Series or to its
security holders to which you would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence in
the performance of your duties hereunder, or by reason of your
reckless disregard of your obligations and duties hereunder.
In consideration of services rendered pursuant to this
Agreement, the Fund will pay you on the first business day of
each month a fee at the rate set forth opposite each Series'
name
on Schedule 1 hereto. Net asset value shall be computed on such
days and at such time or times as described in the Fund's then-
current Prospectus and Statement of Additional Information.
Upon
any termination of this Agreement before the end of any month,
the fee for such part of a month shall be pro-rated according to
the proportion which such period bears to the full monthly
period
and shall be payable upon the date of termination of this Agree-
ment.
For the purpose of determining fees payable to you,
the value of each Series' net assets shall be computed in the
manner specified in the Fund's charter documents for the
computation of the value of each Series' net assets.
You will bear all expenses in connection with the
performance of your services under this Agreement. All other
expenses to be incurred in the operation of the Fund will be
borne by the Fund, except to the extent specifically assumed by
you. The expenses to be borne by the Fund include, without
limitation, the following: 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 your officers, directors or
employees or holders of 5% or more of your outstanding voting
securities, Securities and Exchange Commission fees and state
Blue Sky qualification fees, advisory fees, charges of
custodians, transfer and dividend disbursing agents' fees,
certain insurance premiums, industry association fees, outside
auditing and legal expenses, costs of independent pricing
services, costs of maintaining the Fund's existence, costs
attributable to investor services (including, without
limitation,
telephone and personnel expenses), costs of preparing and
printing prospectuses and statements of additional information
for regulatory purposes and for distribution to existing
stockholders, costs of stockholders' reports and meetings, and
any extraordinary expenses.
As to each Series, if in any fiscal year the aggregate
expenses of the Fund (including fees pursuant to this Agreement,
but excluding interest, taxes, brokerage and, with the prior
written consent of the necessary state securities commissions,
extraordinary expenses) exceed the expense limitation of any
state having jurisdiction over the Series, the Fund may deduct
from the fees to be paid hereunder, or you will bear, such
excess
expense to the extent required by state law. Your obligation
pursuant hereto will be limited to the amount of your fees here-
under. 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 Fund understands that you now act, and that from
time to time hereafter you may act, as investment adviser to one
or more other investment companies and fiduciary or other
managed
accounts, and the Fund has no objection to your so acting,
provided that when the purchase or sale of securities of the
same
issuer is suitable for the investment objectives of two or more
companies or accounts managed by you which have available funds
for investment, the available securities will be allocated in a
manner believed by you to be equitable to each company or
account. It is recognized that in some cases this procedure may
adversely affect the price paid or received by one or more
Series
or the size of the position obtainable for or disposed of by one
or more Series.
In addition, it is understood that the persons
employed by you to assist in the performance of your duties
hereunder will not devote their full time to such service and
nothing contained herein shall be deemed to limit or restrict
your right or the right of any of your affiliates to engage in
and devote time and attention to other businesses or to render
services of whatever kind or nature.
You shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund in
connection
with the matters to which this Agreement relates, except for a
loss resulting from willful misfeasance, bad faith or gross
negligence on your part in the performance of your duties or
from
reckless disregard by you of your obligations and duties under
this Agreement. Any person, even though also your officer,
director, partner, employee or agent, who may be or become an
officer, Board member, employee or agent of the Fund, shall be
deemed, when rendering services to the Fund or acting on any
business of the Fund, to be rendering such services to or acting
solely for the Fund and not as your officer, director, partner,
employee or agent or one under your control or direction even
though paid by you.
As to each Series, this Agreement shall continue until
the date set forth opposite such Series' name on Schedule 1
hereto (the "Reapproval Date") and thereafter shall continue
automatically for successive annual periods ending on the day of
each year set forth opposite the Series' name on Schedule 1
hereto (the "Reapproval Day"), provided such continuance is
specifically approved at least annually by (i) the Fund's Board
or (ii) vote of a majority (as defined in the Investment Company
Act of 1940) of such Series' outstanding voting securities,
provided that in either event its continuance also is approved
by
a majority of the Fund's Board members who are not "interested
persons" (as defined in said Act) of any party to this
Agreement,
by vote cast in person at a meeting called for the purpose of
voting on such approval. As to each Series, this Agreement is
terminable without penalty, on 60 days' notice, by the Fund's
Board or by vote of holders of a majority of such Series' shares
or, upon not less than 90 days' notice, by you. This Agreement
also will terminate automatically, as to the relevant Series, in
the event of its assignment (as defined in said Act).
The Fund recognizes that from time to time your
directors, officers and employees may serve as directors,
trustees, partners, officers and employees of other
corporations,
business trusts, partnerships or other entities (including other
investment companies) and that such other entities may include
the name "Dreyfus" as part of their name, and that your
corporation or its affiliates may enter into investment advisory
or other agreements with such other entities. If you cease to
act as the Fund's investment adviser, the Fund agrees that, at
your request, the Fund will take all necessary action to change
the name of the Fund to a name not including "Dreyfus" in any
form or combination of words.
If the foregoing is in accordance with your
understanding, will you kindly so indicate by signing and
returning to us the enclosed copy hereof.
Very truly yours,
DREYFUS GROWTH AND VALUE FUNDS, INC.
By:______________________
Accepted:
THE DREYFUS CORPORATION
By:______________________
<PAGE>
SCHEDULE 1
Annual Fee as
a Percentage
of Average
Daily Net
Name of Series Assets Reapproval Date Reapproval Day
Dreyfus Growth .75 of 1% March 30, 1995 March 30th
Dreyfus Value .75 of 1% March 30, 1995 March 30th
Dreyfus Small Company
Value .75 of 1% March 30, 1995 March 30th
Dreyfus Aggressive .75 of 1% March 30, 1997 March 30th
Growth
Dreyfus Aggressive .75 of 1% March 30, 1997 March 30th
Value
Dreyfus International .75 of 1% March 30, 1997 March 30th
Growth
Dreyfus International .75 of 1% March 30, 1997 March 30th
Value
DISTRIBUTION AGREEMENT
DREYFUS GROWTH AND VALUE FUNDS, INC.
200 Park Avenue
New York, New York 10166
August 24, 1994
Amended, September __, 1995
Premier Mutual Fund Services, Inc.
One Exchange Place
Tenth Floor
Boston, Massachusetts 02109
Dear Sirs:
This is to confirm that, in consideration of the agree-
ments hereinafter contained, the above-named investment company
(the "Fund") has agreed that you shall be, for the period of
this agreement, the distributor of (a) shares of each Series of
the Fund set forth on Exhibit A hereto, as such Exhibit may be
revised from time to time (each, a "Series") or (b) if no Series
are set forth on such Exhibit, shares of the Fund. For purposes
of this agreement the term "Shares" shall mean the authorized
shares of the relevant Series, if any, and otherwise shall mean
the Fund's authorized shares.
1. Services as Distributor
1.1 You will act as agent for the distribution of
Shares covered by, and in accordance with, the registration
statement and prospectus then in effect under the Securities Act
of 1933, as amended, and will transmit promptly any orders
received by you for purchase or redemption of Shares to the
Transfer and Dividend Disbursing Agent for the Fund of which the
Fund has notified you in writing.
1.2 You agree to use your best efforts to solicit
orders for the sale of Shares. It is contemplated that you will
enter into sales or servicing agreements with securities
dealers, financial institutions and other industry
professionals, such as investment advisers, accountants and
estate planning firms, and in so doing you will act only on your
own behalf as principal.
1.3 You shall act as distributor of Shares in
compliance with all applicable laws, rules and regulations,
including, without limitation, all rules and regulations made or
adopted pursuant to the Investment Company Act of 1940, as
amended, by the Securities and Exchange Commission or any
securities association registered under the Securities Exchange
Act of 1934, as amended.
1.4 Whenever in their judgment such action is
warranted by market, economic or political conditions, or by
abnormal circumstances of any kind, the Fund's officers may
decline to accept any orders for, or make any sales of, any
Shares until such time as they deem it advisable to accept such
orders and to make such sales and the Fund shall advise you
promptly of such determination.
1.5 The Fund agrees to pay all costs and expenses in
connection with the registration of Shares under the Securities
Act of 1933, as amended, and all expenses in connection with
maintaining facilities for the issue and transfer of Shares and
for supplying information, prices and other data to be furnished
by the Fund hereunder, and all expenses in connection with the
preparation and printing of the Fund's prospectuses and
statements of additional information for regulatory purposes and
for distribution to shareholders; provided however, that nothing
contained herein shall be deemed to require the Fund to pay any
of the costs of advertising the sale of Shares.
1.6 The Fund agrees to execute any and all documents
and to furnish any and all information and otherwise to take all
actions which may be reasonably necessary in the discretion of
the Fund's officers in connection with the qualification of
Shares for sale in such states as you may designate to the Fund
and the Fund may approve, and the Fund agrees to pay all
expenses which may be incurred in connection with such
qualification. You shall pay all expenses connected with your
own qualification as a dealer under state or Federal laws and,
except as otherwise specifically provided in this agreement, all
other expenses incurred by you in connection with the sale of
Shares as contemplated in this agreement.
1.7 The Fund shall furnish you from time to time, for
use in connection with the sale of Shares, such information with
respect to the Fund or any relevant Series and the Shares as you
may reasonably request, all of which shall be signed by one or
more of the Fund's duly authorized officers; and the Fund
warrants that the statements contained in any such information,
when so signed by the Fund's officers, shall be true and
correct. The Fund also shall furnish you upon request with:
(a) semi-annual reports and annual audited reports of the Fund's
books and accounts made by independent public accountants
regularly retained by the Fund, (b) quarterly earnings
statements prepared by the Fund, (c) a monthly itemized list of
the securities in the Fund's or, if applicable, each Series'
portfolio, (d) monthly balance sheets as soon as practicable
after the end of each month, and (e) from time to time such
additional information regarding the Fund's financial condition
as you may reasonably request.
1.8 The Fund represents to you that all registration
statements and prospectuses filed by the Fund with the Securi-
ties and Exchange Commission under the Securities Act of 1933,
as amended, and under the Investment Company Act of 1940, as
amended, with respect to the Shares have been carefully prepared
in conformity with the requirements of said Acts and rules and
regulations of the Securities and Exchange Commission there-
under. As used in this agreement the terms "registration state-
ment" and "prospectus" shall mean any registration statement and
prospectus, including the statement of additional information
incorporated by reference therein, filed with the Securities and
Exchange Commission and any amendments and supplements thereto
which at any time shall have been filed with said Commission.
The Fund represents and warrants to you that any registration
statement and prospectus, when such registration statement
becomes effective, will contain all statements required to be
stated therein in conformity with said Acts and the rules and
regulations of said Commission; that all statements of fact
contained in any such registration statement and prospectus will
be true and correct when such registration statement becomes
effective; and that neither any registration statement nor any
prospectus when such registration statement becomes effective
will include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary
to make the statements therein not misleading. The Fund may but
shall not be obligated to propose from time to time such amend-
ment or amendments to any registration statement and such
supplement or supplements to any prospectus as, in the light of
future developments, may, in the opinion of the Fund's counsel,
be necessary or advisable. If the Fund shall not propose such
amendment or amendments and/or supplement or supplements within
fifteen days after receipt by the Fund of a written request from
you to do so, you may, at your option, terminate this agreement
or decline to make offers of the Fund's securities until such
amendments are made. The Fund shall not file any amendment to
any registration statement or supplement to any prospectus
without giving you reasonable notice thereof in advance;
provided, however, that nothing contained in this agreement
shall in any way limit the Fund's right to file at any time such
amendments to any registration statement and/or supplements to
any prospectus, of whatever character, as the Fund may deem
advisable, such right being in all respects absolute and
unconditional.
1.9 The Fund authorizes you to use any prospectus in
the form furnished to you from time to time, in connection with
the sale of Shares. The Fund agrees to indemnify, defend and
hold you, your several officers and directors, and any person
who controls you within the meaning of Section 15 of the Securi-
ties Act of 1933, as amended, free and harmless from and against
any and all claims, demands, liabilities and expenses (including
the cost of investigating or defending such claims, demands or
liabilities and any counsel fees incurred in connection there-
with) which you, your officers and directors, or any such con-
trolling person, may incur under the Securities Act of 1933, as
amended, or under common law or otherwise, arising out of or
based upon any untrue statement, or alleged untrue statement, of
a material fact contained in any registration statement or any
prospectus or arising out of or based upon any omission, or
alleged omission, to state a material fact required to be stated
in either any registration statement or any prospectus or
necessary to make the statements in either thereof not
misleading; provided, however, that the Fund's agreement to
indemnify you, your officers or directors, and any such control-
ling person shall not be deemed to cover any claims, demands,
liabilities or expenses arising out of any untrue statement or
alleged untrue statement or omission or alleged omission made in
any registration statement or prospectus in reliance upon and in
conformity with written information furnished to the Fund by you
specifically for use in the preparation thereof. The Fund's
agreement to indemnify you, your officers and directors, and any
such controlling person, as aforesaid, is expressly conditioned
upon the Fund's being notified of any action brought against
you, your officers or directors, or any such controlling person,
such notification to be given by letter or by telegram addressed
to the Fund at its address set forth above within ten days after
the summons or other first legal process shall have been served.
The failure so to notify the Fund of any such action shall not
relieve the Fund from any liability which the Fund may have to
the person against whom such action is brought by reason of any
such untrue, or alleged untrue, statement or omission, or
alleged omission, otherwise than on account of the Fund's
indemnity agreement contained in this paragraph 1.9. The Fund
will be entitled to assume the defense of any suit brought to
enforce any such claim, demand or liability, but, in such case,
such defense shall be conducted by counsel of good standing
chosen by the Fund and approved by you. In the event the Fund
elects to assume the defense of any such suit and retain counsel
of good standing approved by you, the defendant or defendants in
such suit shall bear the fees and expenses of any additional
counsel retained by any of them; but in case the Fund does not
elect to assume the defense of any such suit, or in case you do
not approve of counsel chosen by the Fund, the Fund will
reimburse you, your officers and directors, or the controlling
person or persons named as defendant or defendants in such suit,
for the fees and expenses of any counsel retained by you or
them. The Fund's indemnification agreement contained in this
paragraph 1.9 and the Fund's representations and warranties in
this agreement shall remain operative and in full force and
effect regardless of any investigation made by or on behalf of
you, your officers and directors, or any controlling person, and
shall survive the delivery of any Shares. This agreement of
indemnity will inure exclusively to your benefit, to the benefit
of your several officers and directors, and their respective
estates, and to the benefit of any controlling persons and their
successors. The Fund agrees promptly to notify you of the
commencement of any litigation or proceedings against the Fund
or any of its officers or Board members in connection with the
issue and sale of Shares.
1.10 You agree to indemnify, defend and hold the Fund,
its several officers and Board members, and any person who con-
trols the Fund within the meaning of Section 15 of the Securi-
ties Act of 1933, as amended, free and harmless from and against
any and all claims, demands, liabilities and expenses (including
the cost of investigating or defending such claims, demands or
liabilities and any counsel fees incurred in connection there-
with) which the Fund, its officers or Board members, or any such
controlling person, may incur under the Securities Act of 1933,
as amended, or under common law or otherwise, but only to the
extent that such liability or expense incurred by the Fund, its
officers or Board members, or such controlling person resulting
from such claims or demands, shall arise out of or be based upon
any untrue, or alleged untrue, statement of a material fact
contained in information furnished in writing by you to the Fund
specifically for use in the Fund's registration statement and
used in the answers to any of the items of the registration
statement or in the corresponding statements made in the pro-
spectus, or shall arise out of or be based upon any omission, or
alleged omission, to state a material fact in connection with
such information furnished in writing by you to the Fund and
required to be stated in such answers or necessary to make such
information not misleading. Your agreement to indemnify the
Fund, its officers and Board members, and any such controlling
person, as aforesaid, is expressly conditioned upon your being
notified of any action brought against the Fund, its officers or
Board members, or any such controlling person, such notification
to be given by letter or telegram addressed to you at your
address set forth above within ten days after the summons or
other first legal process shall have been served. You shall
have the right to control the defense of such action, with
counsel of your own choosing, satisfactory to the Fund, if such
action is based solely upon such alleged misstatement or
omission on your part, and in any other event the Fund, its
officers or Board members, or such controlling person shall each
have the right to participate in the defense or preparation of
the defense of any such action. The failure so to notify you of
any such action shall not relieve you from any liability which
you may have to the Fund, its officers or Board members, or to
such controlling person by reason of any such untrue, or alleged
untrue, statement or omission, or alleged omission, otherwise
than on account of your indemnity agreement contained in this
paragraph 1.10. This agreement of indemnity will inure
exclusively to the Fund's benefit, to the benefit of the Fund's
officers and Board members, and their respective estates, and to
the benefit of any controlling persons and their successors.
You agree promptly to notify the Fund of the commencement of any
litigation or proceedings against you or any of your officers or
directors in connection with the issue and sale of Shares.
1.11 No Shares shall be offered by either you or the
Fund under any of the provisions of this agreement and no orders
for the purchase or sale of such Shares hereunder shall be
accepted by the Fund if and so long as the effectiveness of the
registration statement then in effect or any necessary amend-
ments thereto shall be suspended under any of the provisions of
the Securities Act of 1933, as amended, or if and so long as a
current prospectus as required by Section 10 of said Act, as
amended, is not on file with the Securities and Exchange
Commission; provided, however, that nothing contained in this
paragraph 1.11 shall in any way restrict or have an application
to or bearing upon the Fund's obligation to repurchase any
Shares from any shareholder in accordance with the provisions of
the Fund's prospectus or charter documents.
1.12 The Fund agrees to advise you immediately in
writing:
(a) of any request by the Securities and Exchange
Commission for amendments to the registration statement
or prospectus then in effect or for additional
information;
(b) in the event of the issuance by the Securities
and Exchange Commission of any stop order suspending
the effectiveness of the registration statement or pro-
spectus then in effect or the initiation of any
proceeding for that purpose;
(c) of the happening of any event which makes
untrue any statement of a material fact made in the
registration statement or prospectus then in effect or
which requires the making of a change in such registra-
tion statement or prospectus in order to make the
statements therein not misleading; and
(d) of all actions of the Securities and
Exchange Commission with respect to any amendments to
any registration statement or prospectus which may from
time to time be filed with the Securities and Exchange
Commission.
2. Offering Price
Shares of any class of the Fund offered for sale by you
shall be offered for sale at a price per share (the "offering
price") approximately equal to (a) their net asset value
(determined in the manner set forth in the Fund's charter
documents) plus (b) a sales charge, if any and except to those
persons set forth in the then-current prospectus, which shall be
the percentage of the offering price of such Shares as set forth
in the Fund's then-current prospectus. The offering price, if
not an exact multiple of one cent, shall be adjusted to the
nearest cent. In addition, Shares of any class of the Fund
offered for sale by you may be subject to a contingent deferred
sales charge as set forth in the Fund's then-current prospectus.
You shall be entitled to receive any sales charge or contingent
deferred sales charge in respect of the Shares. Any payments to
dealers shall be governed by a separate agreement between you
and such dealer and the Fund's then-current prospectus.
3. Term
This agreement shall continue until the date (the
"Reapproval Date") set forth on Exhibit A hereto (and, if the
Fund has Series, a separate Reapproval Date shall be specified
on Exhibit A for each Series), and thereafter shall continue
automatically for successive annual periods ending on the day
(the "Reapproval Day") of each year set forth on Exhibit A
hereto, provided such continuance is specifically approved at
least annually by (i) the Fund's Board or (ii) vote of a
majority (as defined in the Investment Company Act of 1940) of
the Shares of the Fund or the relevant Series, as the case may
be, provided that in either event its continuance also is
approved by a majority of the Board members who are not
"interested persons" (as defined in said Act) of any party to
this agreement, by vote cast in person at a meeting called for
the purpose of voting on such approval. This agreement is
terminable without penalty, on 60 days' notice, by vote of
holders of a majority of the Fund's or, as to any relevant
Series, such Series' outstanding voting securities or by the
Fund's Board as to the Fund or the relevant Series, as the case
may be. This agreement is terminable by you, upon 270 days'
notice, effective on or after the fifth anniversary of the date
hereof. This agreement also will terminate automatically, as to
the Fund or relevant Series, as the case may be, in the event of
its assignment (as defined in said Act).
4. Exclusivity
So long as you act as the distributor of Shares, you
shall not perform any services for any entity other than
investment companies advised or administered by The Dreyfus
Corporation. The Fund acknowledges that the persons employed by
you to assist in the performance of your duties under this
agreement may not devote their full time to such service and
nothing contained in this agreement shall be deemed to limit or
restrict your or any of your affiliates right to engage in and
devote time and attention to other businesses or to render
services of whatever kind or nature.
Please confirm that the foregoing is in accordance with
your understanding and indicate your acceptance hereof by
signing below, whereupon it shall become a binding agreement
between us.
Very truly yours,
DREYFUS GROWTH AND VALUE FUNDS, INC.
By:_________________
Accepted:
PREMIER MUTUAL FUND SERVICES, INC.
By:_______________________________
EXHIBIT A
Name of Series Reapproval Date Reapproval Day
Dreyfus Growth March 30, 1996 March 30th
Dreyfus Value March 30, 1996 March 30th
Dreyfus Small March 30, 1996 March 30th
Company Value
Dreyfus Aggressive March 30, 1997 March 30th
Growth
Dreyfus Aggressive March 30, 1997 March 30th
Value
Dreyfus International March 30, 1997 March 30th
Growth
Dreyfus International March 30, 1997 March 30th
Value
DREYFUS GROWTH AND VALUE FUNDS, INC.
SHAREHOLDER SERVICES PLAN
Introduction: It has been proposed that the above-
captioned investment company (the "Fund") adopt a Shareholder
Services Plan under which the Fund would pay the Fund's
distributor (the "Distributor") for providing services to (a)
shareholders of each series of the Fund or class of Fund shares
set forth on Exhibit A hereto, as such Exhibit may be revised
from time to time, or (b) if no series or classes are set forth
on such Exhibit, shareholders of the Fund. The Distributor
would be permitted to pay certain financial institutions,
securities dealers and other industry professionals
(collectively, "Service Agents") in respect of these services.
The Plan is not to be adopted pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended (the "Act"), and the
fee under the Plan is intended to be a "service fee" as defined
in Article III, Section 26, of the NASD Rules of Fair Practice.
The Fund's Board, in considering whether the Fund
should implement a written plan, has requested and evaluated
such information as it deemed necessary to an informed
determination as to whether a written plan should be implemented
and has considered such pertinent factors as it deemed necessary
to form the basis for a decision to use Fund assets for such
purposes.
In voting to approve the implementation of such a plan,
the Board has concluded, in the exercise of its reasonable
business judgment and in light of applicable fiduciary duties,
that there is a reasonable likelihood that the plan set forth
below will benefit the Fund and its shareholders.
The Plan: The material aspects of this Plan are as
follows:
1. The Fund shall pay to the Distributor a fee at the
annual rate set forth on Exhibit A in respect of the provision
of
personal services to shareholders and/or the maintenance of
shareholder accounts. The Distributor shall determine the
amounts to be paid to Service Agents and the basis on which such
payments will be made. Payments to a Service Agent are subject
to compliance by the Service Agent with the terms of any related
Plan agreement between the Service Agent and the Distributor.
2. For the purpose of determining the fees payable
under this Plan, the value of the net assets of the Fund or the
net assets attributable to each series or class of Fund shares
identified on Exhibit A, as applicable, shall be computed in the
manner specified in the Fund's charter documents for the
computation of net asset value.
3. The Board shall be provided, at least quarterly,
with a written report of all amounts expended pursuant to this
Plan. The report shall state the purpose for which the amounts
were expended.
4. This Plan will become effective immediately upon
approval by a majority of the Board members, including a
majority
of the Board members who are not "interested persons" (as
defined
in the Act) of the Fund and have no direct or indirect financial
interest in the operation of this Plan or in any agreements
entered into in connection with this Plan, pursuant to a vote
cast in person at a meeting called for the purpose of voting on
the approval of this Plan.
5. This Plan shall continue for a period of one year
from its effective date, unless earlier terminated in accordance
with its terms, and thereafter shall continue automatically for
successive annual periods, provided such continuance is approved
at least annually in the manner provided in paragraph 4 hereof.
6. This Plan may be amended at any time by the
Board,
provided that any material amendments of the terms of this Plan
shall become effective only upon approval as provided in
paragraph 4 hereof.
7. This Plan is terminable without penalty at any
time by vote of a majority of the Board members who are not
"interested persons" (as defined in the Act) of the Fund and
have no direct or indirect financial interest in the operation
of this Plan or in any agreements entered into in connection
with this Plan.
Dated: December 17, 1993
As Revised: September __, 1995
<PAGE>
EXHIBIT A
Fee as a percentage of
Name of Portfolio average daily net assets
Dreyfus Growth Portfolio .25
Dreyfus Value Portfolio .25
Dreyfus Small Company Value Portfolio .25
Dreyfus Aggressive Growth Portfolio .25
Dreyfus Aggressive Value Portfolio .25
Dreyfus International Growth Portfolio .25
Dreyfus International Value Portfolio .25
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Custodian, Transfer and Dividend Disbursing
Agent, Counsel and Independent Auditors" and to the use of our
report dated December 5, 1994, in this Registration Statement
(Form N-1A 33-51061) of Dreyfus Focus Funds, Inc.
ERNST & YOUNG LLP
New York, New York
July 11, 1995
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