Securities Act File No. 33-51061
Investment Company Act File No. 811-7123
==========================================================================
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. 5 /x/
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /x/
Amendment No. 5 /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)
copy to:
Lewis G. Cole, Esq.
Stroock & Stroock & Lavan
7 Hanover Square
New York, New York 10004-2696
It is proposed that this filing will become effective (check
appropriate box)
____ immediately upon filing pursuant to paragraph (b)
on (date) pursuant to paragraph (b)
____ 60 days after filing pursuant to paragraph (a)(i)
on September 30, 1995 pursuant to paragraph (a)(i)
____ 75 days after filing pursuant to paragraph (a)(ii)
on (date) pursuant to paragraph (a)(ii) of Rule 485.
If appropriate, check the following box:
____ this post-effective amendment designates a new effective date
for a previously filed post-effective amendment.
Registrant has registered an indefinite number of its 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 its
fiscal year ended October 31, 1994 was filed on December 29, 1994.
DREYFUS FOCUS FUNDS, INC.
Cross-Reference Sheet Pursuant to Rule 495(a)
<TABLE>
<CAPTION>
Aggressive Growth,
Emerging Leaders,
Midcap Value, Large Company
International Growth, Large
Growth and Aggressive Company Value and
International Value Value Small Company Value
Items in
Part A of
Form N-1A Caption Page Page Page
<S> <C> <C> <C> <C>
1 Cover Cover Cover Cover
Page Page Page
2 Synopsis 2 2 2
3 Condensed Financial
Information 3 3 3
4 General Description
of Registrant 3, 23 3, 23 5, 23
5 Management of the Fund 6 7 7
5(a) Management's Discussion of Fund's
Performance * * *
6 Capital Stock and Other Securities 23 23 23
7 Purchase of Securities Being
Offered 8 9 9
8 Redemption or Repurchase 17 17 17
9 Pending Legal Proceedings * * *
</TABLE>
Items in
Part B of
Form N-1A
All Funds
10 Cover Page B-1
11 Table of Contents B-2
12 General Information and History *
13 Investment Objectives and
Policies B-3
14 Management of the Company B-17
15 Control Persons and Principal
Holders of Securities B-20
16 Investment Advisory and Other
Services B-21
17 Brokerage Allocation B-38
18 Capital Stock and Other
Securities B-40
19 Purchase, Redemption and
Pricing of Securities Being
Offered B-24, B-28, B-34
20 Tax Status *
21 Underwriters B-1, B-24
22 Calculations of Performance Data B-39
23 Financial Statements B-46
Items in
Part C of
Form N-1A All Funds
24 Financial Statements and Exhibits C-1
25 Persons Controlled by or Under
Common Control with Registrant C-2
26 Number of Holders of Securities C-2
27 Indemnification C-2
28 Business and Other Connections
of Investment Adviser C-3
29 Principal Underwriters C-9
30 Location of Accounts and Records C-12
31 Management Services C-12
32 Undertakings C-12
- ---------
* Omitted since answer is negative or inapplicable.
<PAGE>
PROSPECTUS OCTOBER 1, 1995
DREYFUS AGGRESSIVE GROWTH FUND
Dreyfus Aggressive Growth Fund (the "Fund") is a
separate diversified portfolio of Dreyfus Growth and Value
Funds, Inc., an open-end, management investment company (the
"Company"), known as a mutual fund. The Fund'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 domestic and foreign issuers which
would be characterized as "growth" companies according to
criteria established by The Dreyfus Corporation.
You can invest, reinvest or redeem shares at any time
without charge or penalty. You can purchase or redeem shares by
telephone using Dreyfus TeleTransfer.
The Dreyfus Corporation will professionally manage the
Fund's portfolio.
This Prospectus sets forth concisely information about
the Fund that you should know before investing. It should be
read and retained for future reference.
The Statement of Additional Information, dated October
1, 1995, which may be revised from time to time, provides a
further discussion of certain areas in this Prospectus and other
matters which may be of interest to some investors. It has been
filed with the Securities and Exchange Commission and is
incorporated herein by reference. For a free copy, write to the
Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-
0144, or call 1-800-645-6561. When telephoning, ask for
Operator 144.
Mutual fund shares are not deposits or obligations of,
or guaranteed or endorsed by, any bank, and are not federally
insured by the Federal Deposit Insurance Corporation, the
Federal
Reserve Board or any other agency. The net asset value of funds
of this type will fluctuate from time to time.
TABLE OF CONTENTS
Page
Annual Fund Operating Expenses. . . . . . . . . .
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. . . . . . . . . . . . . . . .50%
Total Fund Operating Expenses . . . . . . . 1.25%
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: $13 $40
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 Fund'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 Fund, the
payment of which will reduce investors' annual return. Other
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 Fund shares without charge directly
from the Fund's distributor; you may be charged a nominal fee if
you effect transactions in Fund shares through a securities
dealer, bank or other financial institution. For a further
description of the various costs and expenses incurred in the
operation of the Fund, as well as expense reimbursement or
waiver arrangements, see "Management of the Fund," "How to Buy
Shares" and "Shareholder Services Plan."
DESCRIPTION OF THE FUND
Investment Objective
The Fund's investment objective is capital
appreciation. It cannot be changed without approval by the
holders of a majority (as defined in the Investment Company Act
of 1940, as amended (the "1940 Act")) of the Fund's outstanding
voting shares. There can be no assurance that the Fund's
investment objective will be achieved.
Management Policies
The Fund 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 of domestic and
foreign issuers which would be characterized as "growth"
companies according to criteria established by The Dreyfus
Corporation. The Fund's securities selections generally will be
made without regard to an issuer's market capitalization.
Equity securities consist of common stocks and preferred stocks.
The Fund may invest up to 30% of the value of its total assets
in the securities of foreign companies which are not publicly
traded in the United States and the debt securities of foreign
governments.
To manage the Fund, 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 or 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 Fund
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 Fund
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
Fund may adopt a temporary defensive posture and invest all of
its assets in money market instruments.
In an effort to increase returns, the Fund expects to
trade actively and that the annual portfolio turnover rate could
exceed 150%. 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 Fund may
engage in various investment techniques, such as foreign
currency
transactions, leveraging, options and futures transactions and
short-selling. See also "Investment Considerations and Risks"
below and "Investment Objective and Management Policies--
Management Policies" in the Statement of Additional Information.
Investment Considerations and Risks
General--The Fund's net asset value per share should be expected
to fluctuate. Investors should consider the Fund 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
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 Fund's investments will result in changes in
the value of its shares and thus the Fund's total return to
investors.
The securities of the smaller companies in which the
Fund 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 subject to a greater degree 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 Fund 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 Transactions--Transactions 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 Fund may invest 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
Fund may use include options and futures. While Derivatives can
be used effectively in furtherance of the Fund's investment
objective, under certain market conditions, they can increase
the
volatility of the Fund's net asset value, can decrease the
liquidity of the Fund's investments and make more difficult the
accurate pricing of the Fund's portfolio. See "Appendix--
Investment Techniques--Use of Derivatives" below and "Investment
Objective and Management Policies--Management Policies--
Derivatives" in the Statement of Additional Information.
Simultaneous Investments--Investment decisions for the Fund 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 Fund, 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 Fund or the
price paid or received by the Fund.
MANAGEMENT OF THE FUND
Investment Adviser--The Dreyfus Corporation, located at 200 Park
Avenue, New York, New York 10166, was formed in 1947 and serves
as the Fund's investment adviser. The Dreyfus Corporation is a
wholly-owned subsidiary of Mellon Bank, N.A., which is a wholly-
owned subsidiary of Mellon Bank Corporation ("Mellon"). As of
September 1, 1995, The Dreyfus Corporation managed or adminis-
tered approximately $80 billion in assets for more than 1.8
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 Company, subject to the authority of the
Company's Board in accordance with Maryland law. The Fund's
primary portfolio manager is Michael L. Schonberg. He has been
employed by The Dreyfus Corporation since July 1995. Prior to
joining The Dreyfus Corporation, Mr. Schonberg was a General
Partner of Omega Advisors since 1994 and, for more than five
years prior thereto, was Chief Investment Officer and a Managing
Director at UBS Asset Management. The Fund's other portfolio
managers are identified in the 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
$203 billion in assets as of June 30, 1995, including
approximately $73 billion in mutual fund assets. As of June 30,
1995, Mellon, through various subsidiaries, provided non-
investment services, such as custodial or administration
services, for more than $707 billion in assets, including
approximately $71 billion in mutual fund assets.
Under the terms of the Management Agreement, the Fund
has agreed to pay The Dreyfus Corporation a monthly fee at the
annual rate of .75 of 1% of the value of the Fund's average
daily
net assets. The management fee is higher than that paid by most
other investment companies. From time to time, The Dreyfus
Corporation may waive receipt of its fees and/or voluntarily
assume certain expenses of the Fund, which would have the effect
of lowering the expense ratio of the Fund 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.
Expenses--All expenses incurred in the operation of the Company
are borne by the Company, except to the extent specifically
assumed by The Dreyfus Corporation. The expenses borne by the
Company 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 Dreyfus
Corporation or any of its affiliates, Securities and Exchange
Commission fees, state Blue Sky qualification fees, advisory
fees, charges of custodians, transfer and dividend disbursing
agents' fees, certain insurance premiums, industry association
fees, outside auditing and legal expenses, costs of independent
pricing services, costs of maintaining the Company'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 Fund are charged against the assets of the Fund; other
expenses of the Company are allocated among the Company'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 Service Agents (as defined below) in
respect of these services.
Distributor--The Fund's distributor is Premier Mutual Fund
Services, Inc. (the "Distributor"), located at One Exchange
Place, Boston, Massachusetts 02109. The Distributor's ultimate
parent is Boston Institutional Group, Inc.
Custodian and Transfer and Dividend Disbursing Agent--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 (the "Transfer Agent").
HOW TO BUY SHARES
Fund shares are sold without a sales charge. You may
be charged a nominal fee if you effect transactions in Fund
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. However, the minimum initial
investment for Dreyfus-sponsored Keogh Plans, IRAs, SEP-IRAs and
403(b)(7) Plans with only one participant is $750, with no
minimum for subsequent purchases. Individuals who open an IRA
also may open a non-working spousal IRA with a minimum initial
investment of $250. Subsequent investments in a spousal IRA
must
be at least $250. The initial investment must be accompanied by
the 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
Company's Board, or the spouse or minor child of any of the
foregoing, the minimum initial investment is $1,000. For full-
time or part-time employees of The Dreyfus Corporation or any of
its affiliates or subsidiaries who elect to have a portion of
their pay directly deposited into their Fund account, the
minimum
initial investment is $50. The Fund reserves the right to offer
Fund shares without regard to minimum purchase requirements to
employees participating in certain qualified or non-qualified
employee benefit plans or other programs where contributions or
account information can be transmitted in a manner and form
acceptable to the Fund. The Fund reserves the right to vary
further the initial and subsequent investment minimum
requirements at any time. Fund shares also are offered without
regard to the minimum initial investment requirements through
Dreyfus-Automatic Asset Builder, Dreyfus Government Direct
Deposit Privilege or Dreyfus Payroll Savings Plan pursuant to
the
Dreyfus Step Program described under "Shareholder Services."
These services enable you to make regularly scheduled
investments and may provide you with a convenient way to invest
for long-term financial goals. You should be aware, however,
that periodic
investment plans do not guarantee a profit and will not protect
an investor against loss in a declining market.
You may purchase Fund 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 that you are
investing in the Fund. 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 bank account is in a
commercial bank that is a member of the Federal Reserve System
or
any other bank having a correspondent bank in New York City.
Immediately available funds may be transmitted by wire to The
Bank of New York, DDA# 89000_____/Dreyfus Growth and Value
Funds,
Inc./Dreyfus Aggressive Growth Fund, for purchase of Fund 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 Fund 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 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."
Fund shares are sold on a continuous basis at the net
asset value per share next determined after an order in proper
form is received by the Transfer Agent or other 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
Fund's net assets (i.e., the value of its assets less
liabilities) by the total number of Fund shares outstanding.
The Fund'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 Company's Board. For further
information regarding the methods employed in valuing the Fund's
investments, see "Determination of Net Asset Value" in the
Statement of Additional Information.
For certain institutions that have entered into agreements
with the Distributor, payment for the purchase of Fund
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.
The Distributor may pay dealers a fee of up to .5% of
the amount invested through such dealers in Fund shares by
employees participating in qualified or non-qualified employee
benefit plans or other programs where (i) the employers or
affiliated employers maintaining such plans or programs have a
minimum of 250 employees eligible for participation in such
plans or programs or (ii) such plan's or program's aggregate
investment in the Dreyfus Family of Funds or certain other
products made
available by the Distributor to such plans or programs exceeds
one million dollars ("Eligible Benefit Plans"). All present
holdings of shares of funds in the Dreyfus Family of Funds by
Eligible Benefit Plans will be aggregated to determine the fee
payable with respect to each purchase of Fund shares. The
Distributor reserves the right to cease paying these fees at any
time. The Distributor will pay such fees from its own funds,
other than amounts received from the Fund, including past
profits or any other source available to it.
Federal regulations require that you provide a
certified TIN upon opening or reopening an account. See
"Dividends, Distributions and Taxes" and the Account Application
for further information concerning this requirement. Failure to
furnish a certified TIN to the Fund could subject you to a $50
penalty imposed by the Internal Revenue Service (the "IRS").
Dreyfus TeleTransfer Privilege--You may purchase shares (minimum
$500, maximum $150,000 per day) by telephone if you have checked
the appropriate box and supplied the necessary information on
the
Account Application or have filed a Shareholder Services Form
with the Transfer Agent. The proceeds will be transferred
between the bank account designated in one of these documents
and
your Fund account. Only a bank account maintained in a domestic
financial institution which is an Automated Clearing House
member
may be so designated. The Fund may modify or terminate this
Privilege at any time or charge a service fee upon notice to
shareholders. No such fee currently is contemplated.
If you have selected the Dreyfus TeleTransfer
Privilege, you may request a Dreyfus TeleTransfer purchase of
shares by telephoning 1-800-221-4060 or, if you are calling from
overseas, call 1-401-455-3306.
SHAREHOLDER SERVICES
Fund Exchanges
You may purchase, in exchange for shares of the Fund,
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 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 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 Fund (or the reverse) twice during the calendar
year, further purchase orders (including those pursuant to
exchange instructions) relating to any shares of the Fund 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 Fund 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 Fund, in 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 Builder Regestration Mark
Dreyfus-Automatic Asset Builder permits you to purchase
Fund shares (minimum of $100 and maximum of $150,000 per
transaction) at regular intervals selected by you. Fund 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 Fund 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 Fund 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
Fund shares (minimum of $100 per transaction) automatically on a
regular basis. Depending upon your employer's direct deposit
program, you may have part or all of your paycheck transferred
to
your existing Dreyfus account electronically through the
Automated Clearing House system at each pay period. To
establish
a Dreyfus Payroll Savings Plan account, you must file an
authorization form with your employer's payroll department.
Your employer must complete the reverse side of the form and
return it to The Dreyfus Family of Funds, P.O. Box 9671,
Providence, Rhode
Island 02940-9671. You may obtain the necessary authorization
form by calling 1-800-645-6561. You may change the amount of
purchase or cancel the authorization only by written
notification
to your employer. It is the sole responsibility of your
employer, not the Distributor, The Dreyfus Corporation, the
Fund,
the Transfer Agent or any other person, to arrange for
transactions under the Dreyfus Payroll Savings Plan. The Fund
may modify or terminate this Privilege at any time or charge a
service fee. No such fee currently is contemplated.
Dreyfus Step Program
Dreyfus Step Program enables a shareholder to purchase
Fund shares without regard to the Fund's minimum initial
investment requirements through Dreyfus-Automatic Asset Builder,
Dreyfus Government Direct Deposit Privilege or Dreyfus Payroll
Savings Plan. To establish a Dreyfus Step Program account, a
shareholder must supply the necessary information on the Account
Application and file the required authorization form(s) with the
Transfer Agent. For more information concerning this Program,
or
to request the necessary authorization form(s), please call toll
free 1-800-782-6620. A shareholder may terminate participation
in this Program at any time by discontinuing participation in
Dreyfus-Automatic Asset Builder, Dreyfus Government Direct
Deposit Privilege or Dreyfus Payroll Savings Plan, as the case
may be, as provided under the terms of such Privilege(s). The
Fund may modify or terminate this Program at any time.
Investors who wish to purchase Fund shares through the Dreyfus
Step Program in conjunction with a Dreyfus-sponsored retirement
plan may do so only for IRAs, SEP-IRAs and IRA "Rollover
Accounts."
Dreyfus Dividend Options
Dreyfus Dividend Sweep enables you to invest
automatically dividends or dividends and capital gain
distributions, if any, paid by the Fund in 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. If you are
investing
in a fund that charges a contingent deferred sales charge, the
shares purchased will be subject on redemption to the contingent
deferred sales charge, if any, applicable to the purchased
shares. 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 Fund to a designated bank
account. Only an account maintained at a domestic financial
institution which is an Automated Clearing House member may be
so
designated. Banks may charge a fee for this service.
For more information concerning these privileges or to
request a Dividend Options Form, please call toll free
1-800-645-6561. You may cancel these privileges by mailing
written notification to The Dreyfus Family of Funds, P.O. Box
9671,
Providence, Rhode Island 02940-9671. To select a new fund after
cancellation, you must submit a new Dividend Options 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 Dreyfus Dividend
Sweep.
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 their clients a nominal fee for
effecting redemptions of Fund shares. Any certificates
representing Fund 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 Fund's
then-current net asset value.
The Fund ordinarily will make payment for all shares
redeemed within seven days after receipt by the Transfer Agent
of
a redemption request in proper form, except as provided by the
rules of the Securities and Exchange Commission. However, if
you have purchased Fund shares by check, by Dreyfus TeleTransfer
Privilege or through Dreyfus-Automatic Asset Builder and subse-
quently 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.
Fund shares will not be redeemed until the Transfer Agent has
received your Account Application.
The Fund reserves the right to redeem your account at
its option upon not less than 45 days' written notice if your
account's net asset value is $500 or less and remains so during
the notice period.
Procedures
You may redeem shares by using the regular redemption
procedure through the Transfer Agent, or, if you have checked
the
appropriate box and supplied the necessary information on the
Account Application or have filed a Shareholder Services Form
with the Transfer Agent, through the Wire Redemption Privilege,
the Telephone Redemption Privilege or the Dreyfus TeleTransfer
Privilege. Other redemption procedures may be in effect for
clients of certain Service Agents. The Fund makes available to
certain large institutions the ability to issue redemption
instructions through compatible computer facilities. The Fund
reserves the right to refuse any request made by wire or
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 any redemption
Privilege at any time or charge a service fee upon notice to
shareholders. No such fee currently is contemplated.
You may redeem shares by telephone if you have checked
the appropriate box on the 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 Fund shares.
In such cases, you should consider using the other redemption
procedures described herein. Use of these other redemption pro-
cedures 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 Fund'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 guar-
anteed. 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.
You also 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
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 request by telephone
that
redemption proceeds (maximum $150,000 per day) 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. 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 request by telephone
that redemption proceeds (minimum $500 per day) be transferred
between
your Fund account and your bank account. Only a bank account
maintained in a domestic financial institution which is an
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.
If you have selected the Dreyfus TeleTransfer
Privilege, you may request a Dreyfus TeleTransfer redemption of
shares by telephoning 1-800-221-4060 or, if you are calling from
overseas, call 1-401-455-3306. Shares held under Keogh Plans,
IRAs or other retirement plans, and shares issued in certificate
form, are not eligible for this Privilege.
SHAREHOLDER SERVICES PLAN
The Fund has adopted a Shareholder Services Plan,
pursuant to which it pays the Distributor for the provision of
certain services to Fund shareholders a fee at the annual rate
of
.25 of 1% of the value of the Fund'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 Fund is treated as a separate corporation for
purposes of qualification and taxation as a regulated investment
company. The Fund 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 1940 Act. The Fund 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 Fund
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
Fund 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 Fund 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 Fund
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 Fund 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 Fund will qualify as a
"regulated investment company" under the Code so long as such
qualification is in the best interests of its shareholders.
Such
qualification relieves the Fund of any liability for Federal
income tax to the extent its earnings are distributed in
accordance with applicable provisions of the Code. The Fund 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 Fund's performance will
include the Fund'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 Fund has operated.
Total return is computed on a per share basis and
assumes the reinvestment of dividends and distributions. Total
return generally is expressed as a percentage rate which is
calculated by combining the income and principal changes for a
specified period and dividing by the net asset value per share
at
the beginning of the period. Advertisements may include the
percentage rate of total return or may include the value of a
hypothetical investment at the end of the period which assumes
the application of the percentage rate of total return.
Performance will vary from time to time and past
results are not necessarily representative of future results.
You should remember that performance is a function of portfolio
management in selecting the type and quality of portfolio
securities and is affected by operating expenses. Performance
information, such as that described above, may not provide a
basis for comparison with other investments or other investment
companies using a different method of calculating performance.
Comparative performance information may be used from
time to time in advertising or marketing the Fund's shares,
including data from Lipper Analytical Services, Inc., Standard &
Poor's 500 Stock Index, Wilshire 5000 Index, the Dow Jones
Industrial Average, Money Magazine, Morningstar, Inc. and other
industry publications.
GENERAL INFORMATION
The Company was incorporated under Maryland law on
November 16, 1993, and commenced operations on December 29,
1993.
Before September 29, 1995, the Company's name was Dreyfus Focus
Funds, Inc. The Company is authorized to issue one billion
shares of Common Stock (with 100 million allocated to the Fund),
par value $.001 per share. Each share has one vote.
Unless otherwise required by the 1940 Act, ordinarily
it will not be necessary for the Fund to hold annual meetings of
shareholders. As a result, Fund shareholders may not consider
each year the election of Board members or the appointment of
auditors. However, pursuant to the Company's By-Laws, the
holders of at least 10% of the shares outstanding and entitled
to vote may require the Company to hold a special meeting of
shareholders for purposes of removing a Board member from office
or for any other purpose. Shareholders may remove a Board
member
by the affirmative vote of a majority of the Company'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.
The Company is a "series fund," which is a mutual fund
divided into separate portfolios, each of which is treated as a
separate entity for certain matters under the 1940 Act and for
other purposes. A shareholder of one portfolio is not deemed to
be a shareholder of any other portfolio. For certain matters
shareholders vote together as a group; as to others they vote
separately by portfolio. By this Prospectus, shares of the Fund
are being offered. Other portfolios are sold pursuant to other
offering documents.
To date, the Board has authorized the creation of ten
series of shares. All consideration received by the Company 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 Company) 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 Company 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 Fund has agreed to buy or sell; or to hedge the
U.S. dollar value of securities the Fund 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 Fund's purchase of foreign currencies for U.S. dollars or
the maintenance of short positions in foreign currencies, which
would
involve the Fund 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 Fund contracted to receive in the
exchange. The Fund'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--Leveraging will exaggerate the effect on net asset
value of any increase or decrease in the market value of the
Fund's portfolio. Money borrowed for leveraging will be limited
to 33-1/3% of the value of the Fund's total assets. These
borrowings will be subject to interest costs which may or may
not
be recovered by appreciation of the securities purchased; in
certain cases, interest costs may exceed the return received on
the securities purchased.
The Fund may enter into reverse repurchase agreements
with banks, brokers or dealers. This form of borrowing involves
the transfer by the Fund of an underlying debt instrument in
return for cash proceeds based on a percentage of the value of
the security. The Fund retains the right to receive interest
and
principal payments on the security. At an agreed upon future
date, the Fund repurchases the security at principal plus
accrued interest. Except for these transactions, the Fund's
borrowings generally will be unsecured.
Short-Selling--In these transactions, the Fund sells a security
it does not own in anticipation of a decline in the market value
of the security. To complete the transaction, the Fund must
borrow the security to make delivery to the buyer. The Fund is
obligated to replace the security borrowed by purchasing it
subsequently at the market price at the time of replacement.
The
price at such time may be more or less than the price at which
the security was sold by the Fund. The Fund will incur a loss
if the price of the security increases between the date of the
short sale and the date on which the Fund 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 the
Fund's
net assets. The Fund 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 Fund's net assets.
The Fund may not sell short the securities of any class of an
issuer if, as a result of such sale, the Fund would have sold
short in the aggregate more than 5% of the outstanding
securities of that class.
The Fund also may make short sales "against the box,"
in which the Fund 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 Fund's net assets be in
deposits on short sales against the box.
Use of Derivatives--Although the Fund will not be a commodity
pool, Derivatives subject the Fund to the rules of the Commodity
Futures Trading Commission which limit the extent to which the
Fund can invest in certain Derivatives. The Fund may invest in
futures contracts and options with respect thereto for hedging
purposes without limit. However, the Fund 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
Fund'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.
The Fund may invest up to 5% of its assets,
represented by the premium paid, in the purchase of call and put
options. The Fund 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 Fund
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, the Fund 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 entail investment exposures that
are greater than their cost would suggest, meaning that a small
investment in Derivatives could have a large potential impact on
the Fund's performance.
If the Fund invests in Derivatives at inappropriate times
or judges market conditions incorrectly, such
investments may lower the Fund's return or result in a loss.
The Fund also could experience losses if its Derivatives were
poorly correlated with its other investments, or if the Fund
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.
Certain Portfolio Securities
American Depositary Receipts--The Fund 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 Fund 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
Fund 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 Fund's
ability
to dispose of the underlying securities. The Fund may enter
into repurchase agreements with certain banks or non-bank
dealers.
Bank Obligations. The Fund 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
Fund may be subject to additional investment risks that are
different in some respects from those incurred by a fund which
invests only in debt obligations of U.S. domestic issuers.
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 Fund 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 Fund.
Illiquid Securities--The Fund 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 Fund'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 Fund is
subject to a risk that should the Fund desire to sell them when
a ready buyer is not available at a price the Fund deems
representative of their value, the value of the Fund'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
OCTOBER 1, 1995
DREYFUS AGGRESSIVE VALUE FUND
Dreyfus Aggressive Value Fund (the "Fund") is a
separate diversified portfolio of Dreyfus Growth and Value
Funds, Inc., an open-end, management investment company (the
"Company"),
known as a mutual fund. The Fund'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 domestic and foreign issuers which
would be characterized as "value" companies according to
criteria established by The Dreyfus Corporation.
You can invest, reinvest or redeem shares at any time
without charge or penalty. You can purchase or redeem shares by
telephone using Dreyfus TeleTransfer.
The Dreyfus Corporation will professionally manage the
Fund's portfolio.
This Prospectus sets forth concisely information about
the Fund that you should know before investing. It should be
read and retained for future reference.
The Statement of Additional Information, dated
October 1, 1995, which may be revised from time to time,
provides
a further discussion of certain areas in this Prospectus and
other matters which may be of interest to some investors. It
has
been filed with the Securities and Exchange Commission and is
incorporated herein by reference. For a free copy, write to the
Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-
0144, or call 1-800-645-6561. When telephoning, ask for
Operator 144.
Mutual fund shares are not deposits or obligations of,
or guaranteed or endorsed by, any bank, and are not federally
insured by the Federal Deposit Insurance Corporation, the
Federal Reserve Board or any other agency. The net asset value
of funds of this type will fluctuate from time to time.
TABLE OF CONTENTS
Page
Annual Fund Operating Expenses. . . . . . . . . .
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. . . . . . . . . . . . . . . .50%
Total Fund Operating
Expenses. . . . . . . . . . . . . . . . . 1.25%
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: $ 13 $ 40
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 Fund'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 Fund, the
payment of which will reduce investors' annual return. Other
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 Fund shares without charge directly
from the Fund's distributor; you may be charged a nominal fee if
you effect transactions in Fund shares through a securities
dealer, bank or other financial institution. For a further
description of the various costs and expenses incurred in the
operation of the Fund, as well as expense reimbursement or
waiver
arrangements, see "Management of the Fund," "How to Buy Shares"
and "Shareholder Services Plan."
DESCRIPTION OF THE FUND
Investment Objective
The Fund's investment objective is capital
appreciation. It cannot be changed without approval by the
holders of a majority (as defined in the Investment Company Act
of 1940, as amended (the "1940 Act")) of the Fund's outstanding
voting shares. There can be no assurance that the Fund's
investment objective will be achieved.
Management Policies
The Fund 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 of domestic and
foreign issuers which would be characterized as "value"
companies
according to criteria established by The Dreyfus Corporation.
The Fund'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. The Fund may invest up to 30% of the value of its
assets
in the securities of foreign companies which are not publicly
traded in the United States and the debt securities of foreign
governments.
To manage the Fund, 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 or 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 Fund may invest in convertible securities,
preferred stocks and debt securities without limitation when
management believes that such securities offer opportunities for
capital growth. The debt securities in which the Fund may
invest
must be rated at least Caa by Moody's Investors Service, Inc.
("Moody's") or CCC by Standard & Poor's Corporation ("S&P") or,
if unrated, deemed to be of comparable quality by The Dreyfus
Corporation. Obligations rated Caa by Moody's and CCC by S&P
are considered to have predominantly speculative characteristics
with respect to capacity to pay interest and repay principal and
to be
of poor standing. The Fund intends to invest less than 35% of
its net assets in debt securities rated lower than investment
grade by Moody's and S&P. See "Investment Considerations and
Risks" below for a discussion of certain risks.
While seeking desirable equity investments, the Fund
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 Fund
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
Fund may adopt a temporary defensive posture and invest all of
its assets in money market instruments.
In an effort to increase returns, the Fund expects to
trade actively and that the annual portfolio turnover rate could
exceed 150%. 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 Fund may
engage in various investment techniques, such as foreign
currency transactions, options and futures transactions and
short-selling.
See also "Investment Considerations and Risks" below and
"Investment Objective and Management Policies--Management
Policies" in the Statement of Additional Information.
Investment Considerations and Risks
General--The Fund's net asset value per share should be expected
to fluctuate. Investors should consider the Fund 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
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 Fund's investments will result in changes in
the value of its shares and thus the Fund's total return to
investors.
The securities of the smaller companies in which the
Fund 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 subject to a greater degree to changes in earnings
and prospects.
Fixed-Income Securities--Even though interest-bearing securities
are investments which promise a stable stream of income, the
prices of such securities generally are inversely affected by
changes in interest rates and, therefore, are subject to the
risk
of market price fluctuations. The values of fixed-income
securities also may be affected by changes in the credit rating
or financial condition of the issuer. Certain securities that
may be purchased by the Fund, such as those rated Baa or below
by
Moody's and BBB or below by S&P may be subject to such risk with
respect to the issuing entity and to greater market fluctuations
than certain lower yielding, higher rated fixed-income
securities. See "Lower Rated Securities" below and "Appendix--
Certain Portfolio Securities--Ratings," and Appendix in the
Statement of Additional Information.
Lower Rated Securities--The Fund may invest up to 35% of its net
assets in higher yielding (and, therefore, higher risk) debt
securities. These are securities such as those rated Ba by
Moody's or BB by S&P or as low as Caa by Moody's or CCC by S&P
(commonly known as junk bonds). They generally are not meant
for
short-term investing and may be subject to certain risks with
respect to the issuing entity and to greater market fluctuations
than certain lower yielding, higher rated fixed-income
securities. The retail secondary market for these securities
may
be less liquid than that of higher rated securities; adverse
conditions could make it difficult at times for the Fund to sell
certain securities or could result in lower prices than those
used in calculating the Fund's net asset value.
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 Fund 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 Transactions--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 Fund 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 Fund may use include options and futures. While
Derivatives can be used effectively in furtherance of the Fund's
investment objective, under certain market conditions, they can
increase the volatility of the Fund's net asset value, can
decrease the liquidity of the Fund's investments and make more
difficult the accurate pricing of the Fund's portfolio. See
"Appendix--Investment Techniques--Use of Derivatives" below and
"Investment Objective and Management Policies--Management
Policies--Derivatives" in the Statement of Additional
Information.
Simultaneous Investments--Investment decisions for the Fund 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 Fund, 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 Fund or the
price paid or received by the Fund.
MANAGEMENT OF THE FUND
Investment Adviser--The Dreyfus Corporation, located at 200 Park
Avenue, New York, New York 10166, was formed in 1947 and serves
as the Fund's investment adviser. The Dreyfus Corporation is a
wholly-owned subsidiary of Mellon Bank, N.A., which is a wholly-
owned subsidiary of Mellon Bank Corporation ("Mellon"). As of
September 1, 1995, The Dreyfus Corporation managed or
administered approximately $80 billion in assets for more than
1.8 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 Company, subject to the authority of the
Company's Board in accordance with Maryland law. The Fund's
primary portfolio manager is Timothy M. Ghriskey. He has been
employed by The Dreyfus Corporation since July 1995. Prior to
joining The Dreyfus Corporation, Mr. Ghriskey was a Vice
President and Associate Managing Partner at Loomis, Sayles & Co.
since 1985. The Fund's other portfolio managers are identified
in the 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
$203 billion in assets as of June 30, 1995, including
approximately $73 billion in mutual fund assets. As of June 30,
1995, Mellon, through various subsidiaries, provided non-
investment services, such as custodial or administration
services, for more than $707 billion in assets, including
approximately $71 billion in mutual fund assets.
Under the terms of the Management Agreement, the Fund
has agreed to pay The Dreyfus Corporation a monthly fee at the
annual rate of .75 of 1% of the value of the Fund's average
daily
net assets. The management fee is higher than that paid by most
other investment companies. From time to time, The Dreyfus
Corporation may waive receipt of its fees and/or voluntarily
assume certain expenses of the Fund, which would have the effect
of lowering the expense ratio of the Fund 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.
Expenses--All expenses incurred in the operation of the Company
are borne by the Company, except to the extent specifically
assumed by The Dreyfus Corporation. The expenses borne by the
Company 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 Dreyfus
Corporation or any of its affiliates, Securities and Exchange
Commission fees, state Blue Sky qualification fees, advisory
fees, charges of custodians, transfer and dividend disbursing
agents' fees, certain insurance premiums, industry association
fees, outside auditing and legal expenses, costs of independent
pricing services, costs of maintaining the Company'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 Fund are charged against the assets of the Fund; other
expenses of the Company are allocated among the Company'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 Service Agents (as defined below) in
respect of these services.
Distributor--The Fund's distributor is Premier Mutual Fund
Services, Inc. (the "Distributor"), located at One Exchange
Place, Boston, Massachusetts 02109. The Distributor's ultimate
parent is Boston Institutional Group, Inc.
Custodian and Transfer and Dividend Disbursing Agent--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 (the "Transfer Agent").
HOW TO BUY SHARES
Fund shares are sold without a sales charge. You may
be charged a nominal fee if you effect transactions in Fund
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. However, the minimum initial
investment for Dreyfus-sponsored Keogh Plans, IRAs, SEP-IRAs and
403(b)(7) Plans with only one participant is $750, with no
minimum for subsequent purchases. Individuals who open an IRA
also may open a non-working spousal IRA with a minimum initial
investment of $250. Subsequent investments in a spousal IRA
must
be at least $250. The initial investment must be accompanied by
the 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
Company's Board, or the spouse or minor child of any of the
foregoing, the minimum initial investment is $1,000. For full-
time or part-time employees of The Dreyfus Corporation or any of
its affiliates or subsidiaries who elect to have a portion of
their pay directly deposited into their Fund account, the
minimum
initial investment is $50. The Fund reserves the right to offer
Fund shares without regard to minimum purchase requirements to
employees participating in certain qualified or non-qualified
employee benefit plans or other programs where contributions or
account information can be transmitted in a manner and form
acceptable to the Fund. The Fund reserves the right to vary
further the initial and subsequent investment minimum
requirements at any time. Fund shares also are offered without
regard to the minimum initial investment requirements through
Dreyfus-Automatic Asset Builder, Dreyfus Government Direct
Deposit Privilege or Dreyfus Payroll Savings Plan pursuant to
the
Dreyfus Step Program described under "Shareholder Services."
These services enable you to make regularly scheduled
investments
and may provide you with a convenient way to invest for
long-term
financial goals. You should be aware, however, that periodic
investment plans do not guarantee a profit and will not protect
an investor against loss in a declining market.
You may purchase Fund 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 that you are
investing in the Fund. 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 bank account is in a
commercial bank that is a member of the Federal Reserve System
or
any other bank having a correspondent bank in New York City.
Immediately available funds may be transmitted by wire to The
Bank of New York, DDA# 89000_____/Dreyfus Growth and Value
Funds,
Inc./Dreyfus Aggressive Value Fund, for purchase of Fund 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 Fund 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 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."
Fund shares are sold on a continuous basis at the net
asset value per share next determined after an order in proper
form is received by the Transfer Agent or other 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
Fund's net assets (i.e., the value of its assets less
liabilities) by the total number of Fund shares outstanding.
The
Fund'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 Company's Board. For further
information regarding the methods employed in valuing the Fund's
investments, see "Determination of Net Asset Value" in the
Statement of Additional Information.
For certain institutions that have entered into
agreements with the Distributor, payment for the purchase of
Fund 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.
The Distributor may pay dealers a fee of up to .5% of
the amount invested through such dealers in Fund shares by
employees participating in qualified or non-qualified employee
benefit plans or other programs where (i) the employers or
affiliated employers maintaining such plans or programs have a
minimum of 250 employees eligible for participation in such
plans or programs or (ii) such plan's or program's aggregate
investment
in the Dreyfus Family of Funds or certain other products made
available by the Distributor to such plans or programs exceeds
one million dollars ("Eligible Benefit Plans"). All present
holdings of shares of funds in the Dreyfus Family of Funds by
Eligible Benefit Plans will be aggregated to determine the fee
payable with respect to each purchase of Fund shares. The
Distributor reserves the right to cease paying these fees at any
time. The Distributor will pay such fees from its own funds,
other than amounts received from the Fund, including past
profits or any other source available to it.
Federal regulations require that you provide a
certified TIN upon opening or reopening an account. See
"Dividends, Distributions and Taxes" and the Account Application
for further information concerning this requirement. Failure to
furnish a certified TIN to the Fund could subject you to a $50
penalty imposed by the Internal Revenue Service (the "IRS").
Dreyfus TeleTransfer Privilege--You may purchase shares (minimum
$500, maximum $150,000 per day) by telephone if you have checked
the appropriate box and supplied the necessary information on
the
Account Application or have filed a Shareholder Services Form
with the Transfer Agent. The proceeds will be transferred
between the bank account designated in one of these documents
and
your Fund account. Only a bank account maintained in a domestic
financial institution which is an Automated Clearing House
member
may be so designated. The Fund may modify or terminate this
Privilege at any time or charge a service fee upon notice to
shareholders. No such fee currently is contemplated.
If you have selected the Dreyfus TeleTransfer
Privilege, you may request a Dreyfus TeleTransfer purchase of
shares by telephoning 1-800-221-4060 or, if you are calling from
overseas, call 1-401-455-3306.
SHAREHOLDER SERVICES
Fund Exchanges
You may purchase, in exchange for shares of the Fund,
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 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 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 Fund (or the reverse) twice during the calendar
year, further purchase orders (including those pursuant to
exchange instructions) relating to any shares of the Fund 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 Fund 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 Fund, in 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 Builder (Registered sign)
Dreyfus-Automatic Asset Builder permits you to purchase
Fund shares (minimum of $100 and maximum of $150,000 per
transaction) at regular intervals selected by you. Fund 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 Fund 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 Fund 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
Fund shares (minimum of $100 per transaction) automatically on a
regular basis. Depending upon your employer's direct deposit
program, you may have part or all of your paycheck transferred
to
your existing Dreyfus account electronically through the
Automated Clearing House system at each pay period. To
establish
a Dreyfus Payroll Savings Plan account, you must file an
authorization form with your employer's payroll department.
Your
employer must complete the reverse side of the form and return
it
to The Dreyfus Family of Funds, P.O. Box 9671, Providence, Rhode
Island 02940-9671. You may obtain the necessary authorization
form by calling 1-800-645-6561. You may change the amount of
purchase or cancel the authorization only by written
notification
to your employer. It is the sole responsibility of your
employer, not the Distributor, The Dreyfus Corporation, the
Fund, the Transfer Agent or any other person, to arrange for
transactions under the Dreyfus Payroll Savings Plan. The Fund
may modify or terminate this Privilege at any time or charge a
service fee. No such fee currently is contemplated.
Dreyfus Step Program
Dreyfus Step Program enables a shareholder to purchase
Fund shares without regard to the Fund's minimum initial
investment requirements through Dreyfus-Automatic Asset Builder,
Dreyfus Government Direct Deposit Privilege or Dreyfus Payroll
Savings Plan. To establish a Dreyfus Step Program account, a
shareholder must supply the necessary information on the Account
Application and file the required authorization form(s) with the
Transfer Agent. For more information concerning this Program,
or to request the necessary authorization form(s), please call
toll
free 1-800-782-6620. A shareholder may terminate participation
in this Program at any time by discontinuing participation in
Dreyfus-Automatic Asset Builder, Dreyfus Government Direct
Deposit Privilege or Dreyfus Payroll Savings Plan, as the case
may be, as provided under the terms of such Privilege(s). The
Fund may modify or terminate this Program at any time.
Investors
who wish to purchase Fund shares through the Dreyfus Step
Program
in conjunction with a Dreyfus-sponsored retirement plan may do
so only for IRAs, SEP-IRAs and IRA "Rollover Accounts."
Dreyfus Dividend Options
Dreyfus Dividend Sweep enables you to invest
automatically dividends or dividends and capital gain
distributions, if any, paid by the Fund in 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. If you are
investing
in a fund that charges a contingent deferred sales charge, the
shares purchased will be subject on redemption to the contingent
deferred sales charge, if any, applicable to the purchased
shares. 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 Fund to a designated bank
account. Only an account maintained at a domestic financial
institution which is an Automated Clearing House member may be
so designated. Banks may charge a fee for this service.
For more information concerning these privileges or to
request a Dividend Options Form, please call toll free
1-800-645-6561. You may cancel these privileges by mailing
written notification to The Dreyfus Family of Funds, P.O. Box
9671, Providence, Rhode Island 02940-9671. To select a new fund
after cancellation, you must submit a new Dividend Options 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 Dreyfus Dividend
Sweep.
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 their clients a nominal fee for
effecting redemptions of Fund shares. Any certificates
representing Fund 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 Fund's
then-current net asset value.
The Fund ordinarily will make payment for all shares
redeemed within seven days after receipt by the Transfer Agent
of
a redemption request in proper form, except as provided by the
rules of the Securities and Exchange Commission. However, if
you
have purchased Fund shares by check, by Dreyfus TeleTransfer
Privilege or through Dreyfus-Automatic Asset Builder and
subsequently submit a written redemption request to the Transfer
Agent, the redemption proceeds will be transmitted to you
promptly upon bank clearance of your purchase check, Dreyfus
TeleTransfer purchase or Dreyfus-Automatic Asset Builder order,
which may take up to eight business days or more. In addition,
the Fund will reject requests to redeem shares by wire or
telephone or pursuant to the Dreyfus TeleTransfer Privilege for
a period of eight business days after receipt by the Transfer
Agent
of the purchase check, the Dreyfus TeleTransfer purchase or the
Dreyfus-Automatic Asset Builder order against which such
redemption is requested. These procedures will not apply if
your
shares were purchased by wire payment, or if you otherwise have
a sufficient collected balance in your account to cover the
redemption request. Prior to the time any redemption is
effective, dividends on such shares will accrue and be payable,
and you will be entitled to exercise all other rights of
beneficial ownership. Fund shares will not be redeemed until
the Transfer Agent has received your Account Application.
The Fund reserves the right to redeem your account at
its option upon not less than 45 days' written notice if your
account's net asset value is $500 or less and remains so during
the notice period.
Procedures
You may redeem shares by using the regular redemption
procedure through the Transfer Agent, or, if you have checked
the
appropriate box and supplied the necessary information on the
Account Application or have filed a Shareholder Services Form
with the Transfer Agent, through the Wire Redemption Privilege,
the Telephone Redemption Privilege or the Dreyfus TeleTransfer
Privilege. Other redemption procedures may be in effect for
clients of certain Service Agents. The Fund makes available to
certain large institutions the ability to issue redemption
instructions through compatible computer facilities. The Fund
reserves the right to refuse any request made by wire or
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 any redemption
Privilege at any time or charge a service fee upon notice to
shareholders. No such fee currently is contemplated.
You may redeem shares by telephone if you have checked
the appropriate box on the 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 Fund 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 Fund'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 guar-
anteed. 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.
You also 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
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 request by telephone
that
redemption proceeds (maximum $150,000 per day) 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. 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 request by telephone
that
redemption proceeds (minimum $500 per day) be transferred
between
your Fund account and your bank account. Only a bank account
maintained in a domestic financial institution which is an
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.
If you have selected the Dreyfus TeleTransfer
Privilege, you may request a Dreyfus TeleTransfer redemption of
shares by telephoning 1-800-221-4060 or, if you are calling from
overseas, call 1-401-455-3306. Shares held under Keogh Plans,
IRAs or other retirement plans, and shares issued in certificate
form, are not eligible for this Privilege.
SHAREHOLDER SERVICES PLAN
The Fund has adopted a Shareholder Services Plan,
pursuant to which it pays the Distributor for the provision of
certain services to Fund shareholders a fee at the annual rate
of .25 of 1% of the value of the Fund'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 Fund is treated as a separate corporation for
purposes of qualification and taxation as a regulated investment
company. The Fund 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 1940 Act. The Fund 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 Fund
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
Fund 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 Fund 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 Fund
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 Fund 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 Fund will qualify as a
"regulated investment company" under the Code so long as such
qualification is in the best interests of its shareholders.
Such
qualification relieves the Fund of any liability for Federal
income tax to the extent its earnings are distributed in
accordance with applicable provisions of the Code. The Fund 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 Fund's performance will
include the Fund'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 Fund has operated.
Total return is computed on a per share basis and
assumes the reinvestment of dividends and distributions. Total
return generally is expressed as a percentage rate which is
calculated by combining the income and principal changes for a
specified period and dividing by the net asset value per share
at
the beginning of the period. Advertisements may include the
percentage rate of total return or may include the value of a
hypothetical investment at the end of the period which assumes
the application of the percentage rate of total return.
Performance will vary from time to time and past
results are not necessarily representative of future results.
You should remember that performance is a function of portfolio
management in selecting the type and quality of portfolio
securities and is affected by operating expenses. Performance
information, such as that described above, may not provide a
basis for comparison with other investments or other investment
companies using a different method of calculating performance.
Comparative performance information may be used from
time to time in advertising or marketing the Fund's shares,
including data from Lipper Analytical Services, Inc., Standard &
Poor's 500 Stock Index, Wilshire 5000 Index, the Dow Jones
Industrial Average, Money Magazine, Morningstar, Inc. and other
industry publications.
GENERAL INFORMATION
The Company was incorporated under Maryland law on
November 16, 1993, and commenced operations on December 29,
1993.
Before September 29, 1995, the Company's name was Dreyfus Focus
Funds Inc. The Company is authorized to issue one billion
shares
of Common Stock (with 100 million allocated to the Fund), par
value $.001 per share. Each share has one vote.
Unless otherwise required by the 1940 Act, ordinarily
it will not be necessary for the Fund to hold annual meetings of
shareholders. As a result, Fund shareholders may not consider
each year the election of Board members or the appointment of
auditors. However, pursuant to the Company's By-Laws, the
holders of at least 10% of the shares outstanding and entitled
to
vote may require the Company to hold a special meeting of
shareholders for purposes of removing a Board member from office
or for any other purpose. Shareholders may remove a Board
member
by the affirmative vote of a majority of the Company'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.
The Company is a "series fund," which is a mutual fund
divided into separate portfolios, each of which is treated as a
separate entity for certain matters under the 1940 Act and for
other purposes. A shareholder of one portfolio is not deemed to
be a shareholder of any other portfolio. For certain matters
shareholders vote together as a group; as to others they vote
separately by portfolio. By this Prospectus, shares of the Fund
are being offered. Other portfolios are sold pursuant to other
offering documents.
To date, the Board has authorized the creation of ten
series of shares. All consideration received by the Company 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 Company) 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 Company 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 Fund has agreed to buy or sell; or to hedge the
U.S.
dollar value of securities the Fund already owns, particularly
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 Fund's purchase of foreign currencies for U.S. dollars or
the maintenance of short positions in foreign currencies, which
would involve the Fund 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 Fund contracted to receive in the
exchange. The Fund'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.
Short-Selling--In these transactions, the Fund sells a security
it does not own in anticipation of a decline in the market value
of the security. To complete the transaction, the Fund must
borrow the security to make delivery to the buyer. The Fund is
obligated to replace the security borrowed by purchasing it
subsequently at the market price at the time of replacement.
The
price at such time may be more or less than the price at which
the security was sold by the Fund. The Fund will incur a loss
if the price of the security increases between the date of the
short sale and the date on which the Fund 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 the
Fund's
net assets. The Fund 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 Fund's net assets.
The Fund may not sell short the securities of any class of an
issuer if, as a result of such sale, the Fund would have sold
short in the aggregate more than 5% of the outstanding
securities of that class.
The Fund also may make short sales "against the box,"
in which the Fund 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 Fund's net assets be in
deposits on short sales against the box.
Borrowing Money--The Fund is permitted to borrow to the extent
permitted under the 1940 Act, 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 Fund 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 Fund's total assets, the Fund will not make any additional
investments.
Use of Derivatives--Although the Fund will not be a commodity
pool, Derivatives subject the Fund to the rules of the Commodity
Futures Trading Commission which limit the extent to which the
Fund can invest in certain Derivatives. The Fund may invest in
futures contracts and options with respect thereto for hedging
purposes without limit. However, the Fund 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
Fund'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.
The Fund may invest up to 5% of its assets, represented
by the premium paid, in the purchase of call and put options.
The Fund 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 Fund 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, the Fund 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 entail investment exposures that are
greater than their cost would suggest, meaning that a small
investment in Derivatives could have a large potential impact on
the Fund's performance.
If the Fund invests in Derivatives at inappropriate
times or judges market conditions incorrectly, such investments
may lower the Fund's return or result in a loss. The Fund also
could experience losses if its Derivatives were poorly
correlated
with its other investments, or if the Fund 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.
Certain Portfolio Securities
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.
American Depositary Receipts--The Fund 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 Fund 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
Fund 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 Fund's
ability to dispose of the underlying securities. The Fund may
enter into
repurchase agreements with certain banks or non-bank dealers.
Bank Obligations. The Fund 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
Fund may be subject to additional investment risks that are
different in some respects from those incurred by a fund which
invests only in debt obligations of U.S. domestic issuers.
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 Fund will
consist only of direct obligations which, at the time of their
purchase, are (a) rated not lower than Prime-1 by Moody's or A-1
by 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 Fund.
Illiquid Securities--The Fund 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 Fund'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 Fund is
subject to a risk that should the Fund desire to sell them when
a ready buyer is not available at a price the Fund deems
representative of their value, the value of the Fund's net
assets could be adversely affected.
Ratings--Securities rated Ba by Moody's are judged to have
speculative elements; their future cannot be considered as well
assured and often the protection of interest and principal
payments may be very moderate. Securities rated BB by S&P are
regarded as having predominantly speculative characteristics
and,
while such obligations have less near-term vulnerability to
default than other speculative grade debt, they face major
ongoing uncertainties or exposure to adverse business, financial
or economic conditions which could lead to inadequate capacity
to
meet timely interest and principal payments. Securities rated
Caa by Moody's are of poor standing and may be in default or
there may be present elements of danger with respect to
principal
or interest. S&P typically assigns a CCC rating to debt which
has a current identifiable vulnerability to default and is
dependent upon favorable business, financial and economic
conditions to meet timely payments of interest and repayment of
principal. Such securities, though high yielding, are
characterized by great risk. See Appendix in the Statement of
Additional Information for a general description of securities
ratings.
The ratings of Moody's and S&P represent their opinions
as to the quality of the obligations which they undertake to
rate. Ratings are relative and subjective and, although ratings
may be useful in evaluating the safety of interest and principal
payments, they do not evaluate the market value risk of such
obligations. Although these ratings may be an initial criterion
for selection of portfolio investments, The Dreyfus Corporation
also will evaluate these securities and the ability of the
issuers of such securities to pay interest and principal. The
Fund's ability to achieve its investment objective may be more
dependent on The Dreyfus Corporation's credit analysis than
might
be the case for a fund that invested in higher rated securities.
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 OCTOBER 1, 1995
DREYFUS EMERGING LEADERS FUND
Dreyfus Emerging Leaders Fund (the "Fund") is a
separate diversified portfolio of Dreyfus Growth and Value
Funds, Inc., an open-end, management investment company (the
"Company"),
known as a mutual fund. The Fund's investment objective is
capital growth. It will seek to achieve this investment
objective by investing principally in a portfolio of publicly-
traded equity securities of domestic and foreign issuers,
typically with market capitalizations of less than $750 million,
which would be characterized as "growth" companies according to
criteria established by The Dreyfus Corporation.
You can invest, reinvest or redeem shares at any time
without charge or penalty. You can purchase or redeem shares by
telephone using Dreyfus TeleTransfer.
The Dreyfus Corporation will professionally manage the
Fund's portfolio.
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 October
1, 1995, which may be revised from time to time, provides a
further discussion of certain areas in this Prospectus and other
matters which may be of interest to some investors. It has been
filed with the Securities and Exchange Commission and is
incorporated herein by reference. For a free copy, write to the
Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-
0144, or call 1-800-645-6561. When telephoning, ask for
Operator 144.
Mutual fund shares are not deposits or obligations of,
or guaranteed or endorsed by, any bank, and are not federally
insured by the Federal Deposit Insurance Corporation, the
Federal
Reserve Board or any other agency. The net asset value of funds
of this type will fluctuate from time to time.
TABLE OF CONTENTS
Page
Annual Fund Operating Expenses. . . . . . . . . .
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 . . . . . . . . . . . . . . .90%
Other Expenses. . . . . . . . . . . . . . . .35%
Total Fund Operating Expenses . . . . . . . 1.25%
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: $13 $40
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 Fund'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 Fund, the
payment of which will reduce investors' annual return. Other
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 Fund shares without charge directly
from the Fund's distributor; you may be charged a nominal fee if
you effect transactions in Fund shares through a securities
dealer, bank or other financial institution. For a further
description of the various costs and expenses incurred in the
operation of the Fund, as well as expense reimbursement or
waiver
arrangements, see "Management of the Fund," "How to Buy Shares"
and "Shareholder Services Plan."
DESCRIPTION OF THE FUND
Investment Objective
The Fund's investment objective is capital growth. It
cannot be changed without approval by the holders of a majority
(as defined in the Investment Company Act of 1940, as amended
(the "1940 Act")) of the Fund's outstanding voting shares.
There can be no assurance that the Fund's investment objective
will be achieved.
Management Policies
The Fund 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 of domestic and
foreign issuers, typically with market capitalizations of less
than $750 million, which would be characterized as "growth"
companies according to criteria established by The Dreyfus
Corporation. Primary emphasis will be placed on growth
companies
defined by dominant market positions within major product lines,
sustained records of achievement and strong financial condition.
The Fund also will be alert to companies which The Dreyfus
Corporation considers to be new leaders--that is, emerging
smaller-sized companies which The Dreyfus Corporation believes
to
be characterized by new or innovative products, services or
processes which should enhance prospects for growth in future
earnings. The Fund may make investments based on prospective
economic or political changes that The Dreyfus Corporation
believes will enhance prospects for growth in future earnings.
The Fund also will seek investment opportunities created by
corporate restructurings. The Fund may invest up to 25% of the
value of its total assets in the securities of foreign issuers.
Equity securities consist of common stocks, convertible
securities and preferred stocks.
To manage the Fund, 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 or 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 Fund
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 Fund
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
Fund may adopt a temporary defensive posture and invest all of
its assets in money market instruments.
The Fund's annual portfolio turnover rate is not
expected to exceed 150%. 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 Fund
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 Statement of
Additional Information.
Investment Considerations and Risks
General--The Fund's net asset value per share should be expected
to fluctuate. Investors should consider the Fund 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
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 Fund's investments will result in changes in
the value of its shares and thus the Fund's total return to
investors.
The securities of the smaller companies in which the
Fund 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 subject to a greater degree 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 Fund 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 Transactions--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 Fund 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 Fund may use include options and futures. While
Derivatives can be used effectively in furtherance of the Fund's
investment objective, under certain market conditions, they can
increase the volatility of the Fund's net asset value, can
decrease the liquidity of the Fund's investments and make more
difficult the accurate pricing of the Fund's portfolio. See
"Appendix--Investment Techniques--Use of Derivatives" below and
"Investment Objective and Management Policies--Management
Policies--Derivatives" in the Statement of Additional
Information.
Simultaneous Investments--Investment decisions for the Fund 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 Fund, 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 Fund or the
price paid or received by the Fund.
MANAGEMENT OF THE FUND
Investment Adviser--The Dreyfus Corporation, located at 200 Park
Avenue, New York, New York 10166, was formed in 1947 and serves
as the Fund's investment adviser. The Dreyfus Corporation is a
wholly-owned subsidiary of Mellon Bank, N.A., which is a wholly-
owned subsidiary of Mellon Bank Corporation ("Mellon"). As of
September 1, 1995, The Dreyfus Corporation managed or
administered approximately $80 billion in assets for more than
1.8 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 Company, subject to the authority of the
Company's Board in accordance with Maryland law. The Fund's
primary portfolio manager is Thomas A. Frank, who has been an
employee of The Dreyfus Corporation since 1985. The Fund's
other
portfolio managers are identified in the 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
$203 billion in assets as of June 30, 1995, including
approximately $73 billion in mutual fund assets. As of June 30,
1995, Mellon, through various subsidiaries, provided non-
investment services, such as custodial or administration
services, for more than $707 billion in assets, including
approximately $71 billion in mutual fund assets.
Under the terms of the Management Agreement, the Fund
has agreed to pay The Dreyfus Corporation a monthly fee at the
annual rate of .90 of 1% of the value of the Fund's average
daily
net assets. The management fee is higher than that paid by most
other investment companies. From time to time, The Dreyfus
Corporation may waive receipt of its fees and/or voluntarily
assume certain expenses of the Fund, which would have the effect
of lowering the expense ratio of the Fund 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.
Expenses--All expenses incurred in the operation of the Company
are borne by the Company, except to the extent specifically
assumed by The Dreyfus Corporation. The expenses borne by the
Company 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 Dreyfus
Corporation or any of its affiliates, Securities and Exchange
Commission fees, state Blue Sky qualification fees, advisory
fees, charges of custodians, transfer and dividend disbursing
agents' fees, certain insurance premiums, industry association
fees, outside auditing and legal expenses, costs of independent
pricing services, costs of maintaining the Company'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 Fund are charged against the assets of the Fund; other
expenses of the Company are allocated among the Company'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 Service Agents (as defined below) in
respect of these services.
Distributor--The Fund's distributor is Premier Mutual Fund
Services, Inc. (the "Distributor"), located at One Exchange
Place, Boston, Massachusetts 02109. The Distributor's ultimate
parent is Boston Institutional Group, Inc.
Custodian and Transfer and Dividend Disbursing Agent--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 (the "Transfer Agent").
HOW TO BUY SHARES
Fund shares are sold without a sales charge. You may
be charged a nominal fee if you effect transactions in Fund
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. However, the minimum initial
investment for Dreyfus-sponsored Keogh Plans, IRAs, SEP-IRAs and
403(b)(7) Plans with only one participant is $750, with no
minimum for subsequent purchases. Individuals who open an IRA
also may open a non-working spousal IRA with a minimum initial
investment of $250. Subsequent investments in a spousal IRA
must
be at least $250. The initial investment must be accompanied by
the 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
Company's Board, or the spouse or minor child of any of the
foregoing, the minimum initial investment is $1,000. For full-
time or part-time employees of The Dreyfus Corporation or any of
its affiliates or subsidiaries who elect to have a portion of
their pay directly deposited into their Fund account, the
minimum
initial investment is $50. The Fund reserves the right to offer
Fund shares without regard to minimum purchase requirements to
employees participating in certain qualified or non-qualified
employee benefit plans or other programs where contributions or
account information can be transmitted in a manner and form
acceptable to the Fund. The Fund reserves the right to vary
further the initial and subsequent investment minimum
requirements at any time. Fund shares also are offered without
regard to the minimum initial investment requirements through
Dreyfus-Automatic Asset Builder, Dreyfus Government Direct
Deposit Privilege or Dreyfus Payroll Savings Plan pursuant to
the
Dreyfus Step Program described under "Shareholder Services."
These services enable you to make regularly scheduled
investments and may provide you with a convenient way to invest
for long-term
financial goals. You should be aware, however, that periodic
investment plans do not guarantee a profit and will not protect
an investor against loss in a declining market.
You may purchase Fund 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 that you are
investing in the Fund. 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 bank account is in a
commercial bank that is a member of the Federal Reserve System
or any other bank having a correspondent bank in New York City.
Immediately available funds may be transmitted by wire to The
Bank of New York, DDA# 89000_____/Dreyfus Growth and Value
Funds,
Inc./Dreyfus Emerging Leaders Fund, for purchase of Fund 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 Fund 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 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."
Fund shares are sold on a continuous basis at the net
asset value per share next determined after an order in proper
form is received by the Transfer Agent or other 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
Fund's net assets (i.e., the value of its assets less
liabilities) by the total number of Fund shares outstanding.
The
Fund'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 Company's Board. For further
information regarding the methods employed in valuing the Fund's
investments, see "Determination of Net Asset Value" in the
Statement of Additional Information.
For certain institutions that have entered into
agreements with the Distributor, payment for the purchase of
Fund
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.
The Distributor may pay dealers a fee of up to .5% of
the amount invested through such dealers in Fund shares by
employees participating in qualified or non-qualified employee
benefit plans or other programs where (i) the employers or
affiliated employers maintaining such plans or programs have a
minimum of 250 employees eligible for participation in such
plans or programs or (ii) such plan's or program's aggregate
investment
in the Dreyfus Family of Funds or certain other products made
available by the Distributor to such plans or programs exceeds
one million dollars ("Eligible Benefit Plans"). All present
holdings of shares of funds in the Dreyfus Family of Funds by
Eligible Benefit Plans will be aggregated to determine the fee
payable with respect to each purchase of Fund shares. The
Distributor reserves the right to cease paying these fees at any
time. The Distributor will pay such fees from its own funds,
other than amounts received from the Fund, including past
profits or any other source available to it.
Federal regulations require that you provide a
certified TIN upon opening or reopening an account. See
"Dividends, Distributions and Taxes" and the Account Application
for further information concerning this requirement. Failure to
furnish a certified TIN to the Fund could subject you to a $50
penalty imposed by the Internal Revenue Service (the "IRS").
Dreyfus TeleTransfer Privilege--You may purchase shares (minimum
$500, maximum $150,000 per day) by telephone if you have checked
the appropriate box and supplied the necessary information on
the
Account Application or have filed a Shareholder Services Form
with the Transfer Agent. The proceeds will be transferred
between the bank account designated in one of these documents
and
your Fund account. Only a bank account maintained in a domestic
financial institution which is an Automated Clearing House
member
may be so designated. The Fund may modify or terminate this
Privilege at any time or charge a service fee upon notice to
shareholders. No such fee currently is contemplated.
If you have selected the Dreyfus TeleTransfer
Privilege, you may request a Dreyfus TeleTransfer purchase of
shares by telephoning 1-800-221-4060 or, if you are calling from
overseas, call 1-401-455-3306.
SHAREHOLDER SERVICES
Fund Exchanges
You may purchase, in exchange for shares of the Fund,
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 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 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 Fund (or the reverse) twice during the calendar
year, further purchase orders (including those pursuant to
exchange instructions) relating to any shares of the Fund 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 Fund 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 Fund, in 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 Builder (Registered sign)
Dreyfus-Automatic Asset Builder permits you to purchase
Fund shares (minimum of $100 and maximum of $150,000 per
transaction) at regular intervals selected by you. Fund 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 Fund 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 Fund 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
Fund shares (minimum of $100 per transaction) automatically on a
regular basis. Depending upon your employer's direct deposit
program, you may have part or all of your paycheck transferred
to your existing Dreyfus account electronically through the
Automated Clearing House system at each pay period. To
establish
a Dreyfus Payroll Savings Plan account, you must file an
authorization form with your employer's payroll department.
Your employer must complete the reverse side of the form and
return it
to The Dreyfus Family of Funds, P.O. Box 9671, Providence, Rhode
Island 02940-9671. You may obtain the necessary authorization
form by calling 1-800-645-6561. You may change the amount of
purchase or cancel the authorization only by written
notification
to your employer. It is the sole responsibility of your
employer, not the Distributor, The Dreyfus Corporation, the
Fund,
the Transfer Agent or any other person, to arrange for
transactions under the Dreyfus Payroll Savings Plan. The Fund
may modify or terminate this Privilege at any time or charge a
service fee. No such fee currently is contemplated.
Dreyfus Step Program
Dreyfus Step Program enables a shareholder to purchase
Fund shares without regard to the Fund's minimum initial
investment requirements through Dreyfus-Automatic Asset Builder,
Dreyfus Government Direct Deposit Privilege or Dreyfus Payroll
Savings Plan. To establish a Dreyfus Step Program account, a
shareholder must supply the necessary information on the Account
Application and file the required authorization form(s) with the
Transfer Agent. For more information concerning this Program,
or
to request the necessary authorization form(s), please call toll
free 1-800-782-6620. A shareholder may terminate participation
in this Program at any time by discontinuing participation in
Dreyfus-Automatic Asset Builder, Dreyfus Government Direct
Deposit Privilege or Dreyfus Payroll Savings Plan, as the case
may be, as provided under the terms of such Privilege(s). The
Fund may modify or terminate this Program at any time.
Investors who wish to purchase Fund shares through the Dreyfus
Step Program
in conjunction with a Dreyfus-sponsored retirement plan may do
so only for IRAs, SEP-IRAs and IRA "Rollover Accounts."
Dreyfus Dividend Options
Dreyfus Dividend Sweep enables you to invest
automatically dividends or dividends and capital gain
distributions, if any, paid by the Fund 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. If you are investing in a fund that charges
a contingent deferred sales charge, the shares purchased will be
subject on redemption to the contingent deferred sales charge,
if
any, applicable to the purchased shares. 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 Fund
to a designated bank account. Only an account maintained at a
domestic financial institution which is an Automated Clearing
House member may be so designated. Banks may charge a fee for
this service.
For more information concerning these privileges or to
request a Dividend Options Form, please call toll free
1-800-645-6561. You may cancel these privileges by mailing
written
notification to The Dreyfus Family of Funds, P.O. Box 9671,
Providence, Rhode Island 02940-9671. To select a new fund after
cancellation, you must submit a new Dividend Options 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 Dreyfus Dividend
Sweep.
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 their clients a nominal fee for
effecting redemptions of Fund shares. Any certificates
representing Fund 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 Fund's
then-current net asset value.
The Fund ordinarily will make payment for all shares
redeemed within seven days after receipt by the Transfer Agent
of a redemption request in proper form, except as provided by
the rules of the Securities and Exchange Commission. However,
if you
have purchased Fund shares by check, by Dreyfus TeleTransfer
Privilege or through Dreyfus-Automatic Asset Builder and subse-
quently 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.
Fund shares will not be redeemed until the Transfer Agent has
received your Account Application.
The Fund reserves the right to redeem your account at
its option upon not less than 45 days' written notice if your
account's net asset value is $500 or less and remains so during
the notice period.
Procedures
You may redeem shares by using the regular redemption
procedure through the Transfer Agent, or, if you have checked
the
appropriate box and supplied the necessary information on the
Account Application or have filed a Shareholder Services Form
with the Transfer Agent, through the Wire Redemption Privilege,
the Telephone Redemption Privilege, or the Dreyfus TeleTransfer
Privilege. Other redemption procedures may be in effect for
clients of certain Service Agents. The Fund makes available to
certain large institutions the ability to issue redemption
instructions through compatible computer facilities. The Fund
reserves the right to refuse any request made by wire or
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 any redemption
Privilege at any time or charge a service fee upon notice to
shareholders. No such fee currently is contemplated.
You may redeem shares by telephone if you have checked
the appropriate box on the 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 Fund shares.
In
such cases, you should consider using the other redemption pro-
cedures described herein. Use of these other redemption pro-
cedures 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 Fund'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 guar-
anteed. 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.
You also 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
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 request by telephone
that
redemption proceeds (maximum $150,000 per day) 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. 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 request by telephone
that redemption proceeds (minimum $500 per day) be transferred
between
your Fund account and your bank account. Only a bank account
maintained in a domestic financial institution which is an
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.
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 Fund has adopted a Shareholder Services Plan,
pursuant to which it pays the Distributor for the provision of
certain services to Fund shareholders a fee at the annual rate
of
.25 of 1% of the value of the Fund'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 Fund is treated as a separate corporation for
purposes of qualification and taxation as a regulated investment
company. The Fund 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 1940 Act. The Fund 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 Fund
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
Fund 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 Fund 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 Fund
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 Fund 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 Fund will qualify as a
"regulated investment company" under the Code so long as such
qualification is in the best interests of its shareholders.
Such
qualification relieves the Fund of any liability for Federal
income tax to the extent its earnings are distributed in
accordance with applicable provisions of the Code. The Fund 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 Fund's performance will
include the Fund'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 Fund has operated.
Total return is computed on a per share basis and
assumes the reinvestment of dividends and distributions. Total
return generally is expressed as a percentage rate which is
calculated by combining the income and principal changes for a
specified period and dividing by the net asset value per share
at
the beginning of the period. Advertisements may include the
percentage rate of total return or may include the value of a
hypothetical investment at the end of the period which assumes
the application of the percentage rate of total return.
Performance will vary from time to time and past
results are not necessarily representative of future results.
You should remember that performance is a function of portfolio
management in selecting the type and quality of portfolio
securities and is affected by operating expenses. Performance
information, such as that described above, may not provide a
basis for comparison with other investments or other investment
companies using a different method of calculating performance.
Comparative performance information may be used from
time to time in advertising or marketing the Fund's shares,
including data from Lipper Analytical Services, Inc., Micropal,
Standard & Poor's 500 Stock Index, Wilshire 5000 Index, the Dow
Jones Industrial Average, Money Magazine, Morningstar, Inc. and
other industry publications.
GENERAL INFORMATION
The Company was incorporated under Maryland law on
November 16, 1993, and commenced operations on December 29,
1993.
Before September 29, 1995, the Company's name was Dreyfus Focus
Funds, Inc. The Company is authorized to issue one billion
shares of Common Stock (with 100 million allocated to the Fund),
par value $.001 per share. Each share has one vote.
Unless otherwise required by the 1940 Act, ordinarily
it will not be necessary for the Fund to hold annual meetings of
shareholders. As a result, Fund shareholders may not consider
each year the election of Board members or the appointment of
auditors. However, pursuant to the Company's By-Laws, the
holders of at least 10% of the shares outstanding and entitled
to
vote may require the Company to hold a special meeting of
shareholders for purposes of removing a Board member from office
or for any other purpose. Shareholders may remove a Board
member
by the affirmative vote of a majority of the Company'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.
The Company is a "series fund," which is a mutual fund
divided into separate portfolios, each of which is treated as a
separate entity for certain matters under the 1940 Act and for
other purposes. A shareholder of one portfolio is not deemed to
be a shareholder of any other portfolio. For certain matters
shareholders vote together as a group; as to others they vote
separately by portfolio. By this Prospectus, shares of the Fund
are being offered. Other portfolios are sold pursuant to other
offering documents.
To date, the Board has authorized the creation of ten
series of shares. All consideration received by the Company 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 Company) 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 Company 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 Fund has agreed to buy or sell; or to hedge the
U.S. dollar value of securities the Fund already owns,
particularly 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 Fund's purchase of foreign currencies for U.S.
dollars or the
maintenance of short positions in foreign currencies, which
would
involve the Fund 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 Fund contracted to receive in the
exchange. The Fund'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.
Borrowing Money--The Fund is permitted to borrow to the extent
permitted under the 1940 Act, 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 Fund 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 Fund's total assets, the Fund will not make any additional
investments.
Use of Derivatives--Although the Fund will not be a commodity
pool, Derivatives subject the Fund to the rules of the Commodity
Futures Trading Commission which limit the extent to which the
Fund can invest in certain Derivatives. The Fund may invest in
futures contracts and options with respect thereto for hedging
purposes without limit. However, the Fund 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
Fund'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.
Certain Portfolio Securities
Money Market Instruments--The Fund 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
Fund 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 Fund's
ability
to dispose of the underlying securities. The Fund may enter
into repurchase agreements with certain banks or non-bank
dealers.
Bank Obligations. The Fund 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
Fund may be subject to additional investment risks that are
different in some respects from those incurred by a fund which
invests only in debt obligations of U.S. domestic issuers.
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 Fund 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 Fund.
Illiquid Securities--The Fund 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 Fund'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 Fund is
subject to a risk that should the Fund desire to sell them when
a
ready buyer is not available at a price the Fund deems
representative of their value, the value of the Fund'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 OCTOBER 1, 1995
DREYFUS INTERNATIONAL VALUE FUND
Dreyfus International Value Fund (the "Fund") is a separate
diversified portfolio of Dreyfus Growth and Value Funds,
Inc., an open-end, management investment company (the
"Company"), known as a mutual fund. The Fund'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 Fund's investment advisers.
You can invest, reinvest or redeem shares at any time
without charge or penalty. You can purchase or redeem shares by
telephone using Dreyfus TeleTransfer.
The Dreyfus Corporation will serve as the Fund's
investment adviser. The Dreyfus Corporation has engaged its
affiliate, The Boston Company Asset Management, Inc. ("TBC Asset
Management"), to serve as the Fund's sub-investment adviser and
provide day-to-day management of the Fund's investments. The
Dreyfus Corporation and TBC Asset Management are referred to
collectively as the "Advisers."
This Prospectus sets forth concisely information about
the Fund that you should know before investing. It should be
read and retained for future reference.
The Statement of Additional Information, dated
October 1, 1995, which may be revised from time to time,
provides
a further discussion of certain areas in this Prospectus and
other matters which may be of interest to some investors. It
has
been filed with the Securities and Exchange Commission and is
incorporated herein by reference. For a free copy, write to the
Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-
0144, or call 1-800-645-6561. When telephoning, ask for
Operator 144.
Mutual fund shares are not deposits or obligations of,
or guaranteed or endorsed by, any bank, and are not federally
insured by the Federal Deposit Insurance Corporation, the
Federal
Reserve Board or any other agency. The net asset value of funds
of this type will fluctuate from time to time.
<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 . . . . . . . . . . . . . . 1.00%
Other Expenses. . . . . . . . . . . . . . . .50%
Total Fund Operating
Expenses. . . . . . . . . . . . . . . . . 1.50%
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: $15 $47
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 Fund'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 Fund, the
payment of which will reduce investors' annual return. Other
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 Fund shares without charge directly
from the Fund's distributor; you may be charged a nominal fee if
you effect transactions in Fund shares through a securities
dealer, bank or other financial institution. For a further
description of the various costs and expenses incurred in the
operation of the Fund, as well as expense reimbursement or
waiver
arrangements, see "Management of the Fund," "How to Buy Shares"
and "Shareholder Services Plan."
DESCRIPTION OF THE FUND
Investment Objective
The Fund's investment objective is long-term capital
growth. It cannot be changed without approval by the holders of
a majority (as defined in the Investment Company Act of 1940, as
amended (the "1940 Act")) of the Fund's outstanding voting
shares. There can be no assurance that the Fund's investment
objective will be achieved.
Management Policies
The Fund 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 Advisers. Under normal
market conditions, the Fund 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 Fund ordinarily will seek to
invest its assets in not less than three foreign countries. The
Fund'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 Fund, the Advisers classify issuers as
"growth" or "value" companies. In general, the Advisers believe
that companies with relatively low price to book ratios, low
price to earnings ratios or 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 Fund may invest, to a limited extent, in debt
securities issued by foreign governments and securities issued
by
closed-end investment companies. While seeking desirable
investments, the Fund 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 Fund does not
expect to have a substantial portion of its assets invested in
money market instruments. However, when the Advisers determine
that adverse market conditions exist, the Fund may adopt a
temporary defensive posture and invest all of its assets in
money market instruments.
The Fund's annual portfolio turnover rate is not
expected to exceed 150%. 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 Fund
currently
intends, to a limited extent, to engage in options and futures
transactions. See also "Investment Considerations and Risks"
below and "Investment Objective and Management Policies--
Management Policies" in the Statement of Additional Information.
Investment Considerations and Risks
General--The Fund's net asset value per share should be expected
to fluctuate. Investors should consider the Fund 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
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 Fund's investments will result in changes in
the value of its shares and thus the Fund's total return to
investors.
The securities of the smaller companies in which the
Fund 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 subject to a greater degree 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 Fund 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 Transactions--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 Fund 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 Fund may use include options and futures. While
Derivatives can be used effectively in furtherance of the Fund's
investment objective, under certain market conditions, they can
increase the volatility of the Fund's net asset value, can
decrease the liquidity of the Fund's investments and make more
difficult the accurate pricing of the Fund's portfolio. See
"Appendix--Investment Techniques--Use of Derivatives" below and
"Investment Objective and Management Policies--Management
Policies--Derivatives" in the Statement of Additional
Information.
Simultaneous Investments--Investment decisions for the Fund are
made independently from those of the other investment companies
or accounts advised by the Advisers. If, however, such other
investment companies or accounts desire to invest in, or dispose
of, the same securities as the Fund, available investments or
opportunities for sales will be allocated equitably to each. In
some cases, this procedure may adversely affect the size of the
position obtained for or disposed of by the Fund or the price
paid or received by the Fund.
MANAGEMENT OF THE FUND
Investment Adviser--The Dreyfus Corporation, located at 200 Park
Avenue, New York, New York 10166, was formed in 1947 and serves
as the Fund's investment adviser. The Dreyfus Corporation is a
wholly-owned subsidiary of Mellon Bank, N.A., which is a wholly-
owned subsidiary of Mellon Bank Corporation ("Mellon"). As of
September 1, 1995, The Dreyfus Corporation managed or admin-
istered approximately $80 billion in assets for more than
1.8 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 Company, subject to the authority of the
Company's Board in accordance with Maryland law.
The Dreyfus Corporation has engaged TBC Asset
Management, located at One Boston Place, Boston, Massachusetts
02108, to serve as the Fund's sub-investment adviser. TBC Asset
Management, a registered investment adviser formed in 1970, is
an indirect wholly-owned subsidiary of Mellon and, thus, an
affiliate of The Dreyfus Corporation. As of July 31, 1995, TBC
Asset Management managed approximately $10.7 billion in assets
and serves as the investment adviser of four other investment
companies.
TBC Asset Management, subject to the supervision and
approval of The Dreyfus Corporation, provides investment
advisory
assistance and the day-to-day management of the Fund's
investments, as well as investment research and statistical
information, under a Sub-Investment Advisory Agreement with The
Dreyfus Corporation, subject to the overall authority of the
Company's Board in accordance with Maryland law. The Fund's
primary portfolio manager is Sander Cseh. He has been employed
by TBC Asset Management or its predecessor since October 1994.
Prior to joining TBC Asset Management, Mr. Cseh was President of
Cseh International & Associates Inc., the international money
management division of Cashman, Farrell & Associates, and was a
securities analyst with several banks. The Fund's other
portfolio managers are identified in the Statement of Additional
Information.
Mellon is a publicly owned multibank holding company
incorporated under Pennsylvania law in 1971 and registered under
the Federal Bank Holding Company Act of 1956, as amended.
Mellon
provides a comprehensive range of financial products and
services
in domestic and selected international markets. Mellon is among
the twenty-five largest bank holding companies in the United
States based on total assets. Mellon's principal wholly-owned
subsidiaries are Mellon Bank, N.A., Mellon Bank (DE) National
Association, Mellon Bank (MD), The Boston Company, Inc., AFCO
Credit Corporation and a number of companies known as Mellon
Financial Services Corporations. Through its subsidiaries,
including The Dreyfus Corporation, Mellon managed more than
$203 billion in assets as of June 30, 1995, including
approximately $73 billion in mutual fund assets. As of June 30,
1995, Mellon, through various subsidiaries, provided non-
investment services, such as custodial or administration
services, for more than $707 billion in assets, including
approximately $71 billion in mutual fund assets.
Under the terms of the Management Agreement, the Fund
has agreed to pay The Dreyfus Corporation a monthly fee at the
annual rate of 1.00% of the value of the Fund's average daily
net
assets. The management fee is higher than that paid by most
other investment companies. Under the Sub-Investment Advisory
Agreement, The Dreyfus Corporation has agreed to pay TBC Asset
Management a monthly fee at the annual rate of .50 of 1% of the
value of the Fund's average daily net assets.
From time to time, The Dreyfus Corporation may waive
receipt of its fees and/or voluntarily assume certain expenses
of
the Fund, which would have the effect of lowering the expense
ratio of the Fund 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.
Expenses--All expenses incurred in the operation of the Company
are borne by the Company, except to the extent specifically
assumed by The Dreyfus Corporation. The expenses borne by the
Company include: organizational costs, taxes, interest, loan
commitment fees, interest and distributions paid on securities
sold short, brokerage fees and commissions, if any, fees of
Board
members who are not officers, directors, employees or holders of
5% or more of the outstanding voting securities of the Advisers
or their affiliates, Securities and Exchange Commission fees,
state Blue Sky qualification fees, advisory fees, charges of
custodians, transfer and dividend disbursing agents' fees,
certain insurance premiums, industry association fees, outside
auditing and legal expenses, costs of independent pricing
services, costs of maintaining the Company'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 Fund
are charged against the assets of the Fund; other expenses of
the
Company are allocated among the Company'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 Service Agents (as defined below) in
respect of these services.
Distributor--The Fund's distributor is Premier Mutual Fund
Services, Inc. (the "Distributor"), located at One Exchange
Place, Boston, Massachusetts 02109. The Distributor's ultimate
parent is Boston Institutional Group, Inc.
Custodian and Transfer and Dividend Disbursing Agent--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 (the "Transfer Agent").
HOW TO BUY SHARES
Fund shares are sold without a sales charge. You may
be charged a nominal fee if you effect transactions in Fund
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. However, the minimum initial
investment for Dreyfus-sponsored Keogh Plans, IRAs, SEP-IRAs and
403(b)(7) Plans with only one participant is $750, with no
minimum for subsequent purchases. Individuals who open an IRA
also may open a non-working spousal IRA with a minimum initial
investment of $250. Subsequent investments in a spousal IRA
must
be at least $250. The initial investment must be accompanied by
the 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
Company's Board, or the spouse or minor child of any of the
foregoing, the minimum initial investment is $1,000. For full-
time or part-time employees of The Dreyfus Corporation or any of
its affiliates or subsidiaries who elect to have a portion of
their pay directly deposited into their Fund account, the
minimum
initial investment is $50. The Fund reserves the right to offer
Fund shares without regard to minimum purchase requirements to
employees participating in certain qualified or non-qualified
employee benefit plans or other programs where contributions or
account information can be transmitted in a manner and form
acceptable to the Fund. The Fund reserves the right to vary
further the initial and subsequent investment minimum
requirements at any time. Fund shares also are offered without
regard to the minimum initial investment requirements through
Dreyfus-Automatic Asset Builder, Dreyfus Government Direct
Deposit Privilege or Dreyfus Payroll Savings Plan pursuant to
the
Dreyfus Step Program described under "Shareholder Services."
These services enable you to make regularly scheduled
investments
and may provide you with a convenient way to invest for
long-term
financial goals. You should be aware, however, that periodic
investment plans do not guarantee a profit and will not protect
an investor against loss in a declining market.
You may purchase Fund 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 that you are
investing in the Fund. 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 bank account is in a
commercial bank that is a member of the Federal Reserve System
or
any other bank having a correspondent bank in New York City.
Immediately available funds may be transmitted by wire to The
Bank of New York, DDA# 89000_____/Dreyfus Growth and Value
Funds,
Inc./Dreyfus International Value Fund, for purchase of Fund
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 Fund
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 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."
Fund shares are sold on a continuous basis at the net
asset value per share next determined after an order in proper
form is received by the Transfer Agent or other 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 Fund's net assets (i.e., the value of its assets
less liabilities) by the total number of Fund shares
outstanding.
The Fund'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 Company's Board. For further
information regarding the methods employed in valuing the Fund's
investments, see "Determination of Net Asset Value" in the
Statement of Additional Information.
For certain institutions that have entered into
agreements with the Distributor, payment for the purchase of
Fund
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.
The Distributor may pay dealers a fee of up to .5% of
the amount invested through such dealers in Fund shares by
employees participating in qualified or non-qualified employee
benefit plans or other programs where (i) the employers or
affiliated employers maintaining such plans or programs have a
minimum of 250 employees eligible for participation in such
plans or programs or (ii) such plan's or program's aggregate
investment
in the Dreyfus Family of Funds or certain other products made
available by the Distributor to such plans or programs exceeds
one million dollars ("Eligible Benefit Plans"). All present
holdings of shares of funds in the Dreyfus Family of Funds by
Eligible Benefit Plans will be aggregated to determine the fee
payable with respect to each purchase of Fund shares. The
Distributor reserves the right to cease paying these fees at any
time. The Distributor will pay such fees from its own funds,
other than amounts received from the Fund, including past
profits or any other source available to it.
Federal regulations require that you provide a
certified TIN upon opening or reopening an account. See
"Dividends, Distributions and Taxes" and the Account Application
for further information concerning this requirement. Failure to
furnish a certified TIN to the Fund could subject you to a $50
penalty imposed by the Internal Revenue Service (the "IRS").
Dreyfus TeleTransfer Privilege--You may purchase shares (minimum
$500, maximum $150,000 per day) by telephone if you have checked
the appropriate box and supplied the necessary information on
the
Account Application or have filed a Shareholder Services Form
with the Transfer Agent. The proceeds will be transferred
between the bank account designated in one of these documents
and
your Fund account. Only a bank account maintained in a domestic
financial institution which is an Automated Clearing House
member
may be so designated. The Fund may modify or terminate this
Privilege at any time or charge a service fee upon notice to
shareholders. No such fee currently is contemplated.
If you have selected the Dreyfus TeleTransfer
Privilege, you may request a Dreyfus TeleTransfer purchase of
shares by telephoning 1-800-221-4060 or, if you are calling from
overseas, call 1-401-455-3306.
SHAREHOLDER SERVICES
Fund Exchanges
You may purchase, in exchange for shares of the Fund,
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 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 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 Fund (or the reverse) twice during the calendar
year, further purchase orders (including those pursuant to
exchange instructions) relating to any shares of the Fund 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 Fund 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 Fund, in 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 Builder (Registered sign)
Dreyfus-Automatic Asset Builder permits you to purchase
Fund shares (minimum of $100 and maximum of $150,000 per
transaction) at regular intervals selected by you. Fund 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 Fund 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 Fund 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
Fund shares (minimum of $100 per transaction) automatically on a
regular basis. Depending upon your employer's direct deposit
program, you may have part or all of your paycheck transferred
to your existing Dreyfus account electronically through the
Automated Clearing House system at each pay period. To
establish
a Dreyfus Payroll Savings Plan account, you must file an
authorization form with your employer's payroll department.
Your
employer must complete the reverse side of the form and return
it
to The Dreyfus Family of Funds, P.O. Box 9671, Providence, Rhode
Island 02940-9671. You may obtain the necessary authorization
form by calling 1-800-645-6561. You may change the amount of
purchase or cancel the authorization only by written
notification to your employer. It is the sole responsibility of
your employer, not the Distributor, The Dreyfus Corporation, the
Fund, the Transfer Agent or any other person, to arrange for
transactions under the Dreyfus Payroll Savings Plan. The Fund
may modify or terminate this Privilege at any time or charge a
service fee. No such fee currently is contemplated.
Dreyfus Step Program
Dreyfus Step Program enables a shareholder to purchase
Fund shares without regard to the Fund's minimum initial
investment requirements through Dreyfus-Automatic Asset Builder,
Dreyfus Government Direct Deposit Privilege or Dreyfus Payroll
Savings Plan. To establish a Dreyfus Step Program account, a
shareholder must supply the necessary information on the Account
Application and file the required authorization form(s) with the
Transfer Agent. For more information concerning this Program,
or
to request the necessary authorization form(s), please call toll
free 1-800-782-6620. A shareholder may terminate participation
in this Program at any time by discontinuing participation in
Dreyfus-Automatic Asset Builder, Dreyfus Government Direct
Deposit Privilege or Dreyfus Payroll Savings Plan, as the case
may be, as provided under the terms of such Privilege(s). The
Fund may modify or terminate this Program at any time.
Investors who wish to purchase Fund shares through the Dreyfus
Step Program
in conjunction with a Dreyfus-sponsored retirement plan may do
so only for IRAs, SEP-IRAs and IRA "Rollover Accounts."
Dreyfus Dividend Options
Dreyfus Dividend Sweep enables you to invest
automatically dividends or dividends and capital gain
distributions, if any, paid by the Fund in 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. If you are
investing
in a fund that charges a contingent deferred sales charge, the
shares purchased will be subject on redemption to the contingent
deferred sales charge, if any, applicable to the purchased
shares. 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 Fund to a designated bank
account. Only an account maintained at a domestic financial
institution which is an Automated Clearing House member may be
so designated. Banks may charge a fee for this service.
For more information concerning these privileges or to
request a Dividend Options Form, please call toll free
1-800-645-6561. You may cancel these privileges by mailing
written notification to The Dreyfus Family of Funds, P.O. Box
9671,
Providence, Rhode Island 02940-9671. To select a new fund after
cancellation, you must submit a new Dividend Options 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 Dreyfus Dividend
Sweep.
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 their clients a nominal fee for
effecting redemptions of Fund shares. Any certificates
representing Fund 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 Fund's
then-current net asset value.
The Fund ordinarily will make payment for all shares
redeemed within seven days after receipt by the Transfer Agent
of
a redemption request in proper form, except as provided by the
rules of the Securities and Exchange Commission. However, if
you
have purchased Fund shares by check, by Dreyfus TeleTransfer
Privilege or through Dreyfus-Automatic Asset Builder and subse-
quently 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.
Fund shares will not be redeemed until the Transfer Agent has
received your Account Application.
The Fund reserves the right to redeem your account at
its option upon not less than 45 days' written notice if your
account's net asset value is $500 or less and remains so during
the notice period.
Procedures
You may redeem shares by using the regular redemption
procedure through the Transfer Agent, or, if you have checked
the
appropriate box and supplied the necessary information on the
Account Application or have filed a Shareholder Services Form
with the Transfer Agent, through the Wire Redemption Privilege,
the Telephone Redemption Privilege or the Dreyfus TeleTransfer
Privilege. Other redemption procedures may be in effect for
clients of certain Service Agents. The Fund makes available to
certain large institutions the ability to issue redemption
instructions through compatible computer facilities. The Fund
reserves the right to refuse any request made by wire or
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 any redemption
Privilege at any time or charge a service fee upon notice to
shareholders. No such fee currently is contemplated.
You may redeem shares by telephone if you have checked
the appropriate box on the 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 Fund shares.
In
such cases, you should consider using the other redemption pro-
cedures described herein. Use of these other redemption pro-
cedures 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 Fund'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 guar-
anteed. 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.
You also 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
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 request by telephone
that
redemption proceeds (maximum $150,000 per day) 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. 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 request by telephone
that redemption proceeds (minimum $500 per day) be transferred
between
your Fund account and your bank account. Only a bank account
maintained in a domestic financial institution which is an
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.
If you have selected the Dreyfus TeleTransfer
Privilege, you may request a Dreyfus TeleTransfer redemption of
shares by telephoning 1-800-221-4060 or, if you are calling from
overseas, call 1-401-455-3306. Shares held under Keogh Plans,
IRAs or other retirement plans, and shares issued in certificate
form, are not eligible for this Privilege.
SHAREHOLDER SERVICES PLAN
The Fund has adopted a Shareholder Services Plan,
pursuant to which it pays the Distributor for the provision of
certain services to Fund shareholders a fee at the annual rate
of
.25 of 1% of the value of the Fund'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 Fund is treated as a separate corporation for
purposes of qualification and taxation as a regulated investment
company. The Fund 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 1940 Act. The Fund 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 Fund
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
Fund 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 Fund 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 Fund
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 Fund 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 Fund will qualify as a
"regulated investment company" under the Code so long as such
qualification is in the best interests of its shareholders.
Such
qualification relieves the Fund of any liability for Federal
income tax to the extent its earnings are distributed in
accordance with applicable provisions of the Code. The Fund 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 Fund's performance will
include the Fund'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 Fund has operated.
Total return is computed on a per share basis and
assumes the reinvestment of dividends and distributions. Total
return generally is expressed as a percentage rate which is
calculated by combining the income and principal changes for a
specified period and dividing by the net asset value per share
at
the beginning of the period. Advertisements may include the
percentage rate of total return or may include the value of a
hypothetical investment at the end of the period which assumes
the application of the percentage rate of total return.
Performance will vary from time to time and past
results are not necessarily representative of future results.
You should remember that performance is a function of portfolio
management in selecting the type and quality of portfolio
securities and is affected by operating expenses. Performance
information, such as that described above, may not provide a
basis for comparison with other investments or other investment
companies using a different method of calculating performance.
Comparative performance information may be used from
time to time in advertising or marketing the Fund's shares,
including data from Lipper Analytical Services, Inc., Standard &
Poor's 500 Stock Index, Wilshire 5000 Index, the Dow Jones
Industrial Average, Money Magazine, Morningstar, Inc. and other
industry publications.
GENERAL INFORMATION
The Company was incorporated under Maryland law on
November 16, 1993, and commenced operations on December 29,
1993.
Before September 29, 1995, the Company's name was Dreyfus Focus
Funds, Inc. The Company is authorized to issue one billion
shares of Common Stock (with 100 million allocated to the Fund),
par value $.001 per share. Each share has one vote.
Unless otherwise required by the 1940 Act, ordinarily
it will not be necessary for the Fund to hold annual meetings of
shareholders. As a result, Fund shareholders may not consider
each year the election of Board members or the appointment of
auditors. However, pursuant to the Company's By-Laws, the
holders of at least 10% of the shares outstanding and entitled
to
vote may require the Company to hold a special meeting of
shareholders for purposes of removing a Board member from office
or for any other purpose. Shareholders may remove a Board
member
by the affirmative vote of a majority of the Company'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.
The Company is a "series fund," which is a mutual fund
divided into separate portfolios, each of which is treated as a
separate entity for certain matters under the 1940 Act and for
other purposes. A shareholder of one portfolio is not deemed to
be a shareholder of any other portfolio. For certain matters
shareholders vote together as a group; as to others they vote
separately by portfolio. By this Prospectus, shares of the Fund
are being offered. Other portfolios are sold pursuant to other
offering documents.
To date, the Board has authorized the creation of ten
series of shares. All consideration received by the Company 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 Company) 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 Company 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 Fund has agreed to buy or sell; or to hedge the
U.S.
dollar value of securities the Fund 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 Fund's purchase of foreign currencies for U.S. dollars or
the maintenance of short positions in foreign currencies, which
would
involve the Fund 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 Fund contracted to receive in the
exchange. The Fund's success in these transactions will depend
principally on the Advisers' ability to predict accurately the
future exchange rates between foreign currencies and the U.S.
dollar.
Borrowing Money--The Fund is permitted to borrow to the extent
permitted under the 1940 Act, 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 Fund 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 Fund's total assets, the Fund will not make any additional
investments.
Use of Derivatives--Although the Fund will not be a commodity
pool, Derivatives subject the Fund to the rules of the Commodity
Futures Trading Commission which limit the extent to which the
Fund can invest in certain Derivatives. The Fund may invest in
futures contracts and options with respect thereto for hedging
purposes without limit. However, the Fund 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
Fund'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.
Certain Portfolio Securities
American, European and Continental Depositary Receipts--The Fund
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 Fund 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
Fund 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 Fund's
ability
to dispose of the underlying securities. The Fund may enter
into repurchase agreements with certain banks or non-bank
dealers.
Bank Obligations. The Fund 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
Fund may be subject to additional investment risks that are
different in some respects from those incurred by a fund which
invests only in debt obligations of U.S. domestic issuers.
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 Fund 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
Advisers to be of comparable quality to those rated obligations
which may be purchased by the Fund.
Illiquid Securities--The Fund 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 Fund'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 Fund is
subject to a risk that should the Fund desire to sell them when
a ready buyer is not available at a price the Fund deems
representative of their value, the value of the Fund'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 OCTOBER 1, 1995
DREYFUS LARGE COMPANY GROWTH FUND
Dreyfus Large Company Growth Fund (the "Fund") is a
separate diversified portfolio of Dreyfus Growth and Value
Funds, Inc., an open-end, management investment company (the
"Company"),
known as a mutual fund. The Fund's investment objective is
capital appreciation. It seeks to achieve this investment
objective by investing principally in a portfolio of publicly-
traded equity securities of domestic and foreign issuers which
would be characterized as "growth" companies according to
criteria established by The Dreyfus Corporation.
You can invest, reinvest or redeem shares at any time
without charge or penalty. You can purchase or redeem shares by
telephone using Dreyfus TeleTransfer.
The Dreyfus Corporation professionally manages the
Fund's portfolio.
This Prospectus sets forth concisely information about
the Fund that you should know before investing. It should be
read and retained for future reference.
The Statement of Additional Information, dated October
1, 1995, which may be revised from time to time, provides a
further discussion of certain areas in this Prospectus and other
matters which may be of interest to some investors. It has been
filed with the Securities and Exchange Commission and is
incorporated herein by reference. For a free copy, write to the
Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-
0144, or call 1-800-645-6561. When telephoning, ask for
Operator 144.
Mutual fund shares are not deposits or obligations of,
or guaranteed or endorsed by, any bank, and are not federally
insured by the Federal Deposit Insurance Corporation, the
Federal
Reserve Board or any other agency. The net asset value of funds
of this type will fluctuate from time to time.
TABLE OF CONTENTS
Page
Annual Fund Operating Expenses. . . . . . . . . . . .
Condensed Financial Information . . . . . . . . .
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 (after expense reimbursement) .26%
Other Expenses. . . . . . . . . . . . . . . .99%
Total Fund Operating
Expenses (after expense reimbursement) 1.25%
Example:
You would pay the following
expenses on a $1,000
investment, assuming (1) 5% 1 Year 3 Years 5 Years 10 Years
annual return and (2) redemption
at the end of each time period: $13 $40 $ 69 $151
The amounts listed in the example should not be
considered as representative of past or future expenses and
actual expenses may be greater or less than those indicated.
Moreover, while the example assumes a 5% annual return, the
Fund'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 Fund, the
payment of which will reduce investors' annual return. The
information in the foregoing table has been restated to reflect
the Company's termination of its Rule 12b-1 Plan. The expenses
noted above, without reimbursement, would be: Management Fees-
.75% and Total Fund Operating Expenses- 1.74% (Other Expenses
and Total Fund Operating Expenses are based on estimated amounts
for the current fiscal year); and the amount of expenses that an
investor would pay, assuming redemption after one, three, five
and ten years, would be $18, $55, $94, and $205, respectively.
You can purchase Fund shares without
charge directly from the Fund's distributor; you may be charged
a nominal fee if you effect transactions in Fund shares through
a securities dealer, bank or other financial institution. For a
further description of the various costs and expenses incurred
in the operation of the Fund, as well as expense reimbursement
or waiver arrangements, see "Management of the Fund," "How to
Buy Shares" and "Shareholder Services Plan."
CONDENSED FINANCIAL INFORMATION
The information in the following table has been audited
(except where noted) by Ernst & Young LLP, the Fund's
independent auditors, whose report thereon appears in the
Statement of Additional Information. Further financial data and
related notes are included in the Statement of Additional
Information, available upon request.
Financial Highlights
Contained below is per share operating performance data
for a share of Common Stock outstanding, total investment
return, ratios to average net assets and other supplemental data
for each period indicated. This information has been derived
from the Fund's financial statements.
<TABLE>
<CAPTION>
Six Months Ended
Year Ended April 30, 1995
October 31, 1994<F1>
(unaudited)
<S> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period $ 12.50 $ 13.05
Investment Operations:
Investment income-net . . . . . . . . .17 .05
Net realized and unrealized gain
(loss) on investments and foreign
currency transactions . . . . . . . . .38 .18
Total from Investment Operations .55 .23
Distributions:
Dividends from investment
income-net . . . . . . . . . . . . . ___ (.21)
Net asset value, end of period . . . $ 13.05 $ 13.07
TOTAL INVESTMENT RETURN<F2> . . . . . . 4.40% 1.88%
RATIOS/SUPPLEMENTAL DATA:
Ratio of operating expenses to average
net assets<F2> . . . . . . . . . . . . . ___ .29%
Ratio of net investment income to
average net assets<F2>. . . . . . . . 1.37% .40%
Decrease reflected in above expense
ratios due to undertaking by The
Dreyfus Corporation (f2) . . . . . . . 1.97% .82%
Portfolio Turnover Rate<F2>. . . . . . 12.08% 8.59%
Net Assets, end of period (000's
Omitted) . . . . . . . . . . . . . . $5,281 $5,402
------------------------------------------
<FN> 1 From December 29, 1993 (commencement of operations) to October 31,
1994.
2 Not annualized.
</TABLE>
Further information about the Fund's performance is
contained in the Fund's annual report, which may be obtained
without charge by writing to the address or calling the number
set forth on the cover page of this Prospectus.
DESCRIPTION OF THE FUND
Investment Objective
The Fund's investment objective is capital
appreciation. It cannot be changed without approval by the
holders of a majority (as defined in the Investment Company Act
of 1940, as amended (the "1940 Act")) of the Fund's outstanding
voting shares. There can be no assurance that the Fund's
investment objective will be achieved.
Management Policies
The Fund 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 of domestic and
foreign issuers which would be characterized as "growth"
companies according to criteria established by The Dreyfus
Corporation. The Fund invests, under normal market conditions,
substantially all of its assets in equity securities of issuers
with market capitalizations of between $900 million and $90
billion. Equity securities consist of common stocks,
convertible securities and preferred stocks.
To manage the Fund, 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 or 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 Fund
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 Fund
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
Fund may adopt a temporary defensive posture and invest all of
its assets in money market instruments.
The Fund's annual portfolio turnover rate is not
expected to exceed 150%. 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 an effort to increase
returns, the Fund may engage in various investment techniques,
such as leveraging, lending portfolio securities, foreign
currency transactions, options and futures transactions and
short-selling. See also "Investment Considerations and Risks"
below and "Investment Objective and Management Policies--
Management Policies" in the Statement of Additional Information.
Investment Considerations and Risks
General--The Fund's net asset value per share should be expected
to fluctuate. Investors should consider the Fund 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
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 Fund's investments will result in changes in
the value of its shares and thus the Fund's total return to
investors.
The securities of the smaller companies in which the
Fund 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 subject to a greater degree 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 Fund 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 Transactions--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 Fund 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 Fund may use include options and futures. While
Derivatives can be used effectively in furtherance of the Fund's
investment objective, under certain market conditions, they can
increase the volatility of the Fund's net asset value, can
decrease the liquidity of the Fund's investments and make more
difficult the accurate pricing of the Fund's portfolio. See
"Appendix--Investment Techniques--Use of Derivatives" below and
"Investment Objective and Management Policies--Management
Policies--Derivatives" in the Statement of Additional
Information.
Simultaneous Investments--Investment decisions for the Fund 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 Fund, 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 Fund or the
price paid or received by the Fund.
MANAGEMENT OF THE FUND
Investment Adviser--The Dreyfus Corporation, located at 200 Park
Avenue, New York, New York 10166, was formed in 1947 and serves
as the Fund's investment adviser. The Dreyfus Corporation is a
wholly-owned subsidiary of Mellon Bank, N.A., which is a wholly-
owned subsidiary of Mellon Bank Corporation ("Mellon"). As of
September 1, 1995, The Dreyfus Corporation managed or
administered approximately $80 billion in assets for more than
1.8 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 Company, subject to the authority of the
Company's Board in accordance with Maryland law. The Fund's
primary portfolio manager is Michael L. Schonberg. He has held
that position since August 1995 and has been employed by The
Dreyfus Corporation since July 1995. Prior to joining The
Dreyfus Corporation, Mr Schonberg wa a General Partner of Omega
Advisors since 1994 and, for more than five years prior thereto,
was Chief Investment Officer and a Managing Director at UBS
Asset Management. The Fund's other portfolio managers are
identified in the 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 $203
billion in assets as of June 30, 1995, including approximately
$73 billion in mutual fund assets. As of June 30, 1995, Mellon,
through various subsidiaries, provided non-investment services,
such as custodial or administration services, for more than $707
billion in assets, including approximately $71 billion in mutual
fund assets.
Under the terms of the Management Agreement, the Fund
has agreed to pay The Dreyfus Corporation a monthly fee at the
annual rate of .75 of 1% of the value of the Fund's average
daily
net assets. The management fee is higher than that paid by most
other investment companies. From time to time, The Dreyfus
Corporation may waive receipt of its fees and/or voluntarily
assume certain expenses of the Fund, which would have the effect
of lowering the expense ratio of the Fund 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.
For the period December 29, 1993 (commencement of operations)
through October 31, 1994, no management fee was paid by the Fund
pursuant to an undertaking by The Dreyfus Corporation.
Expenses--All expenses incurred in the operation of the Company
are borne by the Company, except to the extent specifically
assumed by The Dreyfus Corporation. The expenses borne by the
Company 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 Dreyfus
Corporation or any of its affiliates, Securities and Exchange
Commission fees, state Blue Sky qualification fees, advisory
fees, charges of custodians, transfer and dividend disbursing
agents' fees, certain insurance premiums, industry association
fees, outside auditing and legal expenses, costs of independent
pricing services, costs of maintaining the Company'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 Fund are charged against the assets of the Fund; other
expenses of the Company are allocated among the Company'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 Service Agents (as defined below) in
respect of these services.
Distributor--The Fund's distributor is Premier Mutual Fund
Services, Inc. (the "Distributor"), located at One Exchange
Place, Boston, Massachusetts 02109. The Distributor's ultimate
parent is Boston Institutional Group, Inc.
Custodian and Transfer and Dividend Disbursing Agent--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 (the "Transfer Agent").
HOW TO BUY SHARES
Fund shares are sold without a sales charge. You may
be charged a nominal fee if you effect transactions in Fund
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. However, the minimum initial
investment for Dreyfus-sponsored Keogh Plans, IRAs, SEP-IRAs and
403(b)(7) Plans with only one participant is $750, with no
minimum for subsequent purchases. Individuals who open an IRA
also may open a non-working spousal IRA with a minimum initial
investment of $250. Subsequent investments in a spousal IRA
must
be at least $250. The initial investment must be accompanied by
the 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
Company's Board, or the spouse or minor child of any of the
foregoing, the minimum initial investment is $1,000. For full-
time or part-time employees of The Dreyfus Corporation or any of
its affiliates or subsidiaries who elect to have a portion of
their pay directly deposited into their Fund account, the
minimum
initial investment is $50. The Fund reserves the right to offer
Fund shares without regard to minimum purchase requirements to
employees participating in certain qualified or non-qualified
employee benefit plans or other programs where contributions or
account information can be transmitted in a manner and form
acceptable to the Fund. The Fund reserves the right to vary
further the initial and subsequent investment minimum
requirements at any time. Fund shares also are offered without
regard to the minimum initial investment requirements through
Dreyfus-Automatic Asset Builder, Dreyfus Government Direct
Deposit Privilege or Dreyfus Payroll Savings Plan pursuant to
the
Dreyfus Step Program described under "Shareholder Services."
These services enable you to make regularly scheduled
investments
and may provide you with a convenient way to invest for
long-term
financial goals. You should be aware, however, that periodic
investment plans do not guarantee a profit and will not protect
an investor against loss in a declining market.
You may purchase Fund 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 that you are
investing in the Fund. 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 bank account is in a
commercial bank that is a member of the Federal Reserve System
or
any other bank having a correspondent bank in New York City.
Immediately available funds may be transmitted by wire to The
Bank of New York, DDA# 8900088125/Dreyfus Growth and Value
Funds,
Inc./Dreyfus Large Company Growth Fund, for purchase of Fund
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 Fund
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 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."
Fund shares are sold on a continuous basis at the net
asset value per share next determined after an order in proper
form is received by the Transfer Agent or other 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
Fund's net assets (i.e., the value of its assets less
liabilities) by the total number of Fund shares outstanding.
The
Fund'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 Company's Board. For further
information regarding the methods employed in valuing the Fund's
investments, see "Determination of Net Asset Value" in the
Statement of Additional Information.
For certain institutions that have entered into
agreements with the Distributor, payment for the purchase of
Fund
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.
The Distributor may pay dealers a fee of up to .5% of
the amount invested through such dealers in Fund shares by
employees participating in qualified or non-qualified employee
benefit plans or other programs where (i) the employers or
affiliated employers maintaining such plans or programs have a
minimum of 250 employees eligible for participation in such
plans or programs or (ii) such plan's or program's aggregate
investment
in the Dreyfus Family of Funds or certain other products made
available by the Distributor to such plans or programs exceeds
one million dollars ("Eligible Benefit Plans"). All present
holdings of shares of funds in the Dreyfus Family of Funds by
Eligible Benefit Plans will be aggregated to determine the fee
payable with respect to each purchase of Fund shares. The
Distributor reserves the right to cease paying these fees at any
time. The Distributor will pay such fees from its own funds,
other than amounts received from the Fund, including past
profits or any other source available to it.
Federal regulations require that you provide a
certified TIN upon opening or reopening an account. See
"Dividends, Distributions and Taxes" and the Account Application
for further information concerning this requirement. Failure to
furnish a certified TIN to the Fund could subject you to a $50
penalty imposed by the Internal Revenue Service (the "IRS").
Dreyfus TeleTransfer Privilege--You may purchase shares (minimum
$500, maximum $150,000 per day) by telephone if you have checked
the appropriate box and supplied the necessary information on
the
Account Application or have filed a Shareholder Services Form
with the Transfer Agent. The proceeds will be transferred
between the bank account designated in one of these documents
and
your Fund account. Only a bank account maintained in a domestic
financial institution which is an Automated Clearing House
member
may be so designated. The Fund may modify or terminate this
Privilege at any time or charge a service fee upon notice to
shareholders. No such fee currently is contemplated.
If you have selected the Dreyfus TeleTransfer
Privilege, you may request a Dreyfus TeleTransfer purchase of
shares by telephoning 1-800-221-4060 or, if you are calling from
overseas, call 1-401-455-3306.
SHAREHOLDER SERVICES
Fund Exchanges
You may purchase, in exchange for shares of the Fund,
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 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 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 Fund (or the reverse) twice during the calendar
year, further purchase orders (including those pursuant to
exchange instructions) relating to any shares of the Fund 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 Fund 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 Fund, in 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 Builder (Register sign)
Dreyfus-Automatic Asset Builder permits you to purchase
Fund shares (minimum of $100 and maximum of $150,000 per
transaction) at regular intervals selected by you. Fund 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 Fund 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 Fund 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
Fund shares (minimum of $100 per transaction) automatically on a
regular basis. Depending upon your employer's direct deposit
program, you may have part or all of your paycheck transferred
to
your existing Dreyfus account electronically through the
Automated Clearing House system at each pay period. To
establish
a Dreyfus Payroll Savings Plan account, you must file an
authorization form with your employer's payroll department.
Your employer must complete the reverse side of the form and
return it
to The Dreyfus Family of Funds, P.O. Box 9671, Providence, Rhode
Island 02940-9671. You may obtain the necessary authorization
form by calling 1-800-645-6561. You may change the amount of
purchase or cancel the authorization only by written
notification
to your employer. It is the sole responsibility of your
employer, not the Distributor, The Dreyfus Corporation, the
Fund,
the Transfer Agent or any other person, to arrange for
transactions under the Dreyfus Payroll Savings Plan. The Fund
may modify or terminate this Privilege at any time or charge a
service fee. No such fee currently is contemplated.
Dreyfus Step Program
Dreyfus Step Program enables a shareholder to purchase
Fund shares without regard to the Fund's minimum initial
investment requirements through Dreyfus-Automatic Asset Builder,
Dreyfus Government Direct Deposit Privilege or Dreyfus Payroll
Savings Plan.
To establish a Dreyfus Step Program account, a shareholder must
supply the necessary information on the Account Application and
file the required authorization form(s) with the Transfer Agent.
For more information concerning this Program, or to request the
necessary authorization form(s), please call toll free
1-800-782-6620. A shareholder may terminate participation in
this Program
at any time by discontinuing participation in Dreyfus-Automatic
Asset Builder, Dreyfus Government Direct Deposit Privilege or
Dreyfus Payroll Savings Plan, as the case may be, as provided
under the terms of such Privilege(s). The Fund may modify or
terminate this Program at any time. Investors who wish to
purchase Fund shares through the Dreyfus Step Program in
conjunction with a Dreyfus-sponsored retirement plan may do so
only for IRAs, SEP-IRAs and IRA "Rollover Accounts."
Dreyfus Dividend Options
Dreyfus Dividend Sweep enables you to invest
automatically dividends or dividends and capital gain
distributions, if any, paid by the Fund in 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. If you are
investing
in a fund that charges a contingent deferred sales charge, the
shares purchased will be subject on redemption to the contingent
deferred sales charge, if any, applicable to the purchased
shares. 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 Fund to a designated bank
account. Only an account maintained at a domestic financial
institution which is an Automated Clearing House member may be
so
designated. Banks may charge a fee for this service.
For more information concerning these privileges or to
request a Dividend Options Form, please call toll free
1-800-645-6561. You may cancel these privileges by mailing
written
notification to The Dreyfus Family of Funds, P.O. Box 9671,
Providence, Rhode Island 02940-9671. To select a new fund after
cancellation, you must submit a new Dividend Options 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 Dreyfus Dividend
Sweep.
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 their clients a nominal fee for
effecting redemptions of Fund shares. Any certificates
representing Fund 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 Fund's
then-current net asset value.
The Fund ordinarily will make payment for all shares
redeemed within seven days after receipt by the Transfer Agent
of
a redemption request in proper form, except as provided by the
rules of the Securities and Exchange Commission. However, if
you
have purchased Fund shares by check, by Dreyfus TeleTransfer
Privilege or through Dreyfus-Automatic Asset Builder and
subsequently submit a written redemption request to the Transfer
Agent, the redemption proceeds will be transmitted to you
promptly upon bank clearance of your purchase check, Dreyfus
TeleTransfer purchase or Dreyfus-Automatic Asset Builder order,
which may take up to eight business days or more. In addition,
the Fund will reject requests to redeem shares by wire or
telephone or pursuant to the Dreyfus TeleTransfer Privilege for
a period of eight business days after receipt by the Transfer
Agent
of the purchase check, the Dreyfus TeleTransfer purchase or the
Dreyfus-Automatic Asset Builder order against which such
redemption is requested. These procedures will not apply if
your
shares were purchased by wire payment, or if you otherwise have
a
sufficient collected balance in your account to cover the
redemption request. Prior to the time any redemption is
effective, dividends on such shares will accrue and be payable,
and you will be entitled to exercise all other rights of
beneficial ownership. Fund shares will not be redeemed until
the Transfer Agent has received your Account Application.
The Fund reserves the right to redeem your account at
its option upon not less than 45 days' written notice if your
account's net asset value is $500 or less and remains so during
the notice period.
Procedures
You may redeem shares by using the regular redemption
procedure through the Transfer Agent, or, if you have checked
the
appropriate box and supplied the necessary information on the
Account Application or have filed a Shareholder Services Form
with the Transfer Agent, through the Wire Redemption Privilege,
the Telephone Redemption Privilege or the Dreyfus TeleTransfer
Privilege. Other redemption procedures may be in effect for
clients of certain Service Agents. The Fund makes available to
certain large institutions the ability to issue redemption
instructions through compatible computer facilities. The Fund
reserves the right to refuse any request made by wire or
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 any redemption
Privilege at any time or charge a service fee upon notice to
shareholders. No such fee currently is contemplated.
You may redeem shares by telephone if you have checked
the appropriate box on the 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 Fund shares.
In such cases, you should consider using the other redemption
procedures described herein. Use of these other redemption pro-
cedures 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 Fund'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 guar-
anteed. 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.
You also 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
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 request by telephone
that
redemption proceeds (maximum $150,000 per day) 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. 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 request by telephone
that redemption proceeds (minimum $500 per day) be transferred
between
your Fund account and your bank account. Only a bank account
maintained in a domestic financial institution which is an
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.
If you have selected the Dreyfus TeleTransfer
Privilege, you may request a Dreyfus TeleTransfer redemption of
shares by telephoning 1-800-221-4060 or, if you are calling from
overseas, call 1-401-455-3306. Shares held under Keogh Plans,
IRAs or other retirement plans, and shares issued in certificate
form, are not eligible for this Privilege.
SHAREHOLDER SERVICES PLAN
The Fund has adopted a Shareholder Services Plan,
pursuant to which it pays the Distributor for the provision of
certain services to Fund shareholders a fee at the annual rate
of
.25 of 1% of the value of the Fund'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 Fund is treated as a separate corporation for
purposes of qualification and taxation as a regulated investment
company. The Fund 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 1940 Act. The Fund 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 Fund
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
Fund 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 Fund 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 Fund
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 Fund 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.
Management of the Company believes that the Fund
qualified for the fiscal year ended October 31, 1994 as a
"regulated investment company" under the Code. The Fund intends
to continue to so qualify if such qualification is in the best
interests of its shareholders. Such qualification relieves the
Fund of any liability for Federal income tax to the extent its
earnings are distributed in accordance with applicable
provisions
of the Code. The Fund 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 Fund's performance will
include the Fund'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 Fund has operated.
Total return is computed on a per share basis and
assumes the reinvestment of dividends and distributions. Total
return generally is expressed as a percentage rate which is
calculated by combining the income and principal changes for a
specified period and dividing by the net asset value per share
at
the beginning of the period. Advertisements may include the
percentage rate of total return or may include the value of a
hypothetical investment at the end of the period which assumes
the application of the percentage rate of total return.
Performance will vary from time to time and past
results are not necessarily representative of future results.
You should remember that performance is a function of portfolio
management in selecting the type and quality of portfolio
securities and is affected by operating expenses. Performance
information, such as that described above, may not provide a
basis for comparison with other investments or other investment
companies using a different method of calculating performance.
Comparative performance information may be used from
time to time in advertising or marketing the Fund's shares,
including data from Lipper Analytical Services, Inc., Standard &
Poor's 500 Stock Index, Wilshire 5000 Index, the Dow Jones
Industrial Average, Money Magazine, Morningstar, Inc. and other
industry publications.
GENERAL INFORMATION
The Company was incorporated under Maryland law on
November 16, 1993, and commenced operations on December 29,
1993.
Before September 29, 1995, the Company's name was Dreyfus Focus
Funds Inc. The Company is authorized to issue one billion
shares of Common Stock (with 100 million allocated to the Fund),
par value $.001 per share. Each share has one vote.
Unless otherwise required by the 1940 Act, ordinarily
it will not be necessary for the Fund to hold annual meetings of
shareholders. As a result, Fund shareholders may not consider
each year the election of Board members or the appointment of
auditors. However, pursuant to the Company's By-Laws, the
holders of at least 10% of the shares outstanding and entitled
to
vote may require the Company to hold a special meeting of
shareholders for purposes of removing a Board member from office
or for any other purpose. Shareholders may remove a Board
member
by the affirmative vote of a majority of the Company'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.
The Company is a "series fund," which is a mutual fund
divided into separate portfolios, each of which is treated as a
separate entity for certain matters under the 1940 Act and for
other purposes. A shareholder of one portfolio is not deemed to
be a shareholder of any other portfolio. For certain matters
shareholders vote together as a group; as to others they vote
separately by portfolio. By this Prospectus, shares of the Fund
are being offered. Other portfolios are sold pursuant to other
offering documents.
To date, the Board has authorized the creation of ten
series of shares. All consideration received by the Company 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 Company) 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 Company 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 Fund has agreed to buy or sell; or to hedge the
U.S.
dollar value of securities the Fund already owns, particularly
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 Fund's purchase of foreign currencies for U.S. dollars or
the maintenance of short positions in foreign currencies, which
would
involve the Fund 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 Fund contracted to receive in the
exchange. The Fund'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.
Short-Selling--In these transactions, the Fund sells a security
it does not own in anticipation of a decline in the market value
of the security. To complete the transaction, the Fund must
borrow the security to make delivery to the buyer. The Fund is
obligated to replace the security borrowed by purchasing it
subsequently at the market price at the time of replacement.
The
price at such time may be more or less than the price at which
the security was sold by the Fund. The Fund will incur a loss
if
the price of the security increases between the date of the
short
sale and the date on which the Fund 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 the
Fund's
net assets. The Fund 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 Fund's net assets.
The Fund may not sell short the securities of any class of an
issuer if, as a result of such sale, the Fund would have sold
short in the aggregate more than 5% of the outstanding
securities of that class.
The Fund also may make short sales "against the box,"
in which the Fund 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 Fund's net assets be in
deposits on short sales against the box.
Leverage--Leveraging will exaggerate the effect on net asset
value of any increase or decrease in the market value of the
Fund's portfolio. Money borrowed for leveraging will be limited
to 33-1/3% of the value of the Fund's total assets. These
borrowings will be subject to interest costs which may or may
not
be recovered by appreciation of the securities purchased; in
certain cases, interest costs may exceed the return received on
the securities purchased.
The Fund may enter into reverse repurchase agreements
with banks, brokers or dealers. This form of borrowing involves
the transfer by the Fund of an underlying debt instrument in
return for cash proceeds based on a percentage of the value of
the security. The Fund retains the right to receive interest
and
principal payments on the security. At an agreed upon future
date, the Fund repurchases the security at principal plus
accrued
interest. Except for these transactions, the Fund's borrowings
generally will be unsecured.
Use of Derivatives--Although the Fund will not be a commodity
pool, Derivatives subject the Fund to the rules of the Commodity
Futures Trading Commission which limit the extent to which the
Fund can invest in certain Derivatives. The Fund may invest in
futures contracts and options with respect thereto for hedging
purposes without limit. However, the Fund 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
Fund'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.
The Fund may invest up to 5% of its assets, represented
by the premium paid, in the purchase of call and put options.
The Fund 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 Fund 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, the Fund 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 entail investment exposures that are
greater than their cost would suggest, meaning that a small
investment in Derivatives could have a large potential impact on
the Fund's performance.
If the Fund invests in Derivatives at inappropriate
times or judges market conditions incorrectly, such investments
may lower the Fund's return or result in a loss. The Fund also
could experience losses if its Derivatives were poorly
correlated
with its other investments, or if the Fund 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.
Lending Portfolio Securities--The Fund 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 Fund 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 the Fund 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 the Fund's total assets. In connection with such loans, the
Fund 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 Fund at any time upon specified notice.
The Fund might experience risk of loss if the institution with
which it has engaged in a portfolio loan transaction breaches
its agreement with the Fund.
Certain Portfolio Securities
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.
American, European and Continental Depositary Receipts--The Fund
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.
Warrants--A warrant is an instrument issued by a corporation
which gives the holder the right to subscribe to a specified
amount of the corporation's capital stock at a set price for a
specified period of time. The Fund may invest up to 5% of its
net assets in warrants, except that this limitation does not
apply to warrants purchased by the Fund that are sold in units
with, or attached to, other securities.
Money Market Instruments--The Fund 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
Fund 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 Fund's
ability
to dispose of the underlying securities. The Fund may enter
into repurchase agreements with certain banks or non-bank
dealers.
Bank Obligations. The Fund 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
Fund may be subject to additional investment risks that are
different in some respects from those incurred by a fund which
invests only in debt obligations of U.S. domestic issuers.
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 Fund will
consist only of direct obligations which, at the time of their
purchase, are (a) rated not lower than Prime-1 by Moody's
Investors Service, Inc. ("Moody's"), A-1 by Standard & Poor's
Corporation ("S&P"), F-1 by Fitch Investors Service, Inc.
("Fitch") or Duff-1 by Duff & Phelps Credit Rating Co. ("Duff"),
(b) issued by companies having an outstanding unsecured debt
issue currently rated at least Aa3 by Moody's or AA- by S&P,
Fitch or Duff, or (c) if unrated, determined by The Dreyfus
Corporation to be of comparable quality to those rated
obligations which may be purchased by the Fund.
Illiquid Securities--The Fund 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 Fund'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 Fund is
subject to a risk that should the Fund desire to sell them when
a ready buyer is not available at a price the Fund deems
representative of their value, the value of the Fund'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 OCTOBER 1, 1995
DREYFUS LARGE COMPANY VALUE FUND
Dreyfus Large Company Value Fund (the "Fund") is a
separate diversified portfolio of Dreyfus Growth and Value
Funds, Inc., an open-end, management investment company (the
"Company"),
known as a mutual fund. The Fund's investment objective is
capital appreciation. It seeks to achieve this investment
objective by investing principally in a portfolio of publicly-
traded equity securities of domestic and foreign issuers which
would be characterized as "value" companies according to
criteria established by The Dreyfus Corporation.
You can invest, reinvest or redeem shares at any time
without charge or penalty. You can purchase or redeem shares by
telephone using Dreyfus TeleTransfer.
The Dreyfus Corporation professionally manages the
Fund's portfolio.
This Prospectus sets forth concisely information about
the Fund that you should know before investing. It should be
read and retained for future reference.
The Statement of Additional Information, dated October
1, 1995, which may be revised from time to time, provides a
further discussion of certain areas in this Prospectus and other
matters which may be of interest to some investors. It has been
filed with the Securities and Exchange Commission and is
incorporated herein by reference. For a free copy, write to the
Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-
0144, or call 1-800-645-6561. When telephoning, ask for
Operator 144.
Mutual fund shares are not deposits or obligations of,
or guaranteed or endorsed by, any bank, and are not federally
insured by the Federal Deposit Insurance Corporation, the
Federal
Reserve Board or any other agency. The net asset value of funds
of this type will fluctuate from time to time.
TABLE OF CONTENTS
Page
Annual Fund Operating Expenses. . . . . . . . . . . .
Condensed Financial Information . . . . . . . . . . .
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 (after expense reimbursement) .18%
Other Expenses. . . . . . . . . . . . . . . 1.07%
Total Fund Operating
Expenses(after expense reimbursement) 1.25%
Example:
You would pay the following
expenses on a $1,000
investment, assuming (1) 5% 1 Year 3 Years 5 Years 10 Years
annual return and (2) redemption
at the end of each time period: $13 $40 $ 69 $151
The amounts listed in the example should not be
considered as representative of past or future expenses and
actual expenses may be greater or less than those indicated.
Moreover, while the example assumes a 5% annual return, the
Fund'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 Fund, the
payment of which will reduce investors' annual return. The
information in the foregoing table has been restated to reflect
the Company's termination of its Rule 12b-1 Plan. The expenses
noted above, without reimbursement, would be: Management Fees-
.75% and Total Fund Operating Expenses- 1.82% (Other Expenses
and Total Fund Operating Expenses are based on estimated amounts
for the current fiscal year); and the amount of expenses that an
investor would pay, assuming redemption after one, three, five
and ten years, would be $18, $57, $99, and $214, respectively.
You can purchase Fund shares without
charge directly from the Fund's distributor; you may be charged
a nominal fee if you effect transactions in Fund shares through
a securities dealer, bank or other financial institution. For a
further description of the various costs and expenses incurred
in
the operation of the Fund, as well as expense reimbursement or
waiver arrangements, see "Management of the Fund," "How to Buy
Shares" and "Shareholder Services Plan."
CONDENSED FINANCIAL INFORMATION
The information in the following table has been audited
(except where noted) by Ernst & Young LLP, the Fund's
independent
auditors, whose report thereon appears in the Statement of
Additional Information. Further financial data and related
notes are included in the Statement of Additional Information,
available upon request.
Financial Highlights
Contained below is per share operating performance data
for a share of Common Stock outstanding, total investment
return,
ratios to average net assets and other supplemental data for
each period indicated. This information has been derived from
the Fund's financial statements.
<TABLE>
<CAPTION>
Six Months
Ended April
30, 1995
Year Ended (unaudited)
October 31, 1994<F1>
<S> <C> <C>
PER SHARE DATA:
Net asset value, beginning of period . . . $ 12.50 $ 12.63
Investment Operations:
Investment income-net . . . . . . . . . . . .26 .12
Net realized and unrealized gain (loss) on
investments and foreign
currency transactions . . . . . . . . . . . (.13) 1.14
Total from Investment Operations .13 1.26
Distributions:
Dividends from investment
income-net . . . . . . . . . . . . . . . . ___ (.32)
Net asset value, end of period . . . . . . $ 12.63 $ 13.57
TOTAL INVESTMENT RETURN<F2> . . . . . . . . . 1.04% 10.36%
RATIOS/SUPPLEMENTAL DATA:
Ratio of operating expenses to average net
assets<F2>. . . . . . . . . . . . . . . . . ___ .28%
Ratio of net investment income to average
net assets<F2>. . . . . . . . . . . . . . . 2.08% .99%
Decrease reflected in above expense ratios
due to undertaking by The Dreyfus
Corporation . . . . . . . . . . . . . . . . 2.01% .87%
Portfolio Turnover Rate<F2> . . . . . . . . 48.35% 35.67%
Net Assets, end of period (000's Omitted) .
$5,168 $5,724
- ------------------------------------------
<FN>1 From December 29, 1993 (commencement of operations) to October 31, 1994.
2 Not annualized.
</TABLE>
Further information about the Fund's performance is
contained in the Fund's annual report, which may be obtained
without charge by writing to the address or calling the number
set forth on the cover page of this Prospectus.
DESCRIPTION OF THE FUND
Investment Objective
The Fund's investment objective is capital
appreciation. It cannot be changed without approval by the
holders of a majority (as defined in the Investment Company Act
of 1940, as amended (the "1940 Act")) of the Fund's outstanding
voting shares. There can be no assurance that the Fund's
investment objective will be achieved.
Management Policies
The Fund 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 of domestic and
foreign issuers which would be characterized as "value"
companies according to criteria established by The Dreyfus
Corporation. The Fund invests, under normal market conditions,
substantially all of its assets in equity securities of issuers
with market capitalizations of between $900 million and $90
billion. Equity securities consist of common stocks,
convertible securities and preferred stocks.
To manage the Fund, 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 or 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 Fund
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 Fund 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 Fund may adopt a temporary
defensive posture and invest all of its assets in money market
instruments.
The Fund's annual portfolio turnover rate is not
expected to exceed 150%. 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 an effort to
increase returns, the Fund may engage in various investment
techniques, such as leveraging, lending portfolio securities,
foreign currency transactions, options and futures transactions
and short-selling. See also "Investment Considerations and
Risks" below and "Investment Objective and Management Policies--
Management Policies" in the Statement of Additional Information.
Investment Considerations and Risks
General--The Fund's net asset value per share should be expected
to fluctuate. Investors should consider the Fund 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 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 Fund's investments will result in changes in
the value of its shares and thus the Fund's total return to
investors.
The securities of the smaller companies in which the
Fund 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 subject to a greater degree 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 Fund 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 Transactions--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 Fund 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 Fund may use include options and futures. While
Derivatives can be used effectively in furtherance of the Fund's
investment objective, under certain market conditions, they can
increase the volatility of the Fund's net asset value, can
decrease the liquidity of the Fund's investments and make more
difficult the accurate pricing of the Fund's portfolio. See
"Appendix--Investment Techniques--Use of Derivatives" below and
"Investment Objective and Management Policies--Management
Policies--Derivatives" in the Statement of Additional
Information.
Simultaneous Investments--Investment decisions for the Fund 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 Fund, 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 Fund or the price paid or received by the Fund.
MANAGEMENT OF THE FUND
Investment Adviser--The Dreyfus Corporation, located at 200 Park
Avenue, New York, New York 10166, was formed in 1947 and serves
as the Fund's investment adviser. The Dreyfus Corporation is a
wholly-owned subsidiary of Mellon Bank, N.A., which is a wholly-
owned subsidiary of Mellon Bank Corporation ("Mellon"). As of
September 1, 1995, The Dreyfus Corporation managed or
administered approximately $80 billion in assets for more than
1.8 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 Company, subject to the authority of the
Company's Board in accordance with Maryland law. The Fund's
primary portfolio manager is Timothy M. Ghriskey. He has held
that position since September 1995, and has been employed
by The Dreyfus Corporation since July 1995. Prior to joining
The Dreyfus Corporation, Mr. Ghriskey wa a Vice President and
Associate Managing Partner at Loomis, Sayles & Co. since 1985.
The Fund's other portfolio managers are identified in the
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 $203 billion in assets as of June 30, 1995, including
approximately $73 billion in mutual fund assets. As of June 30,
1995, Mellon, through various subsidiaries, provided non-
investment services, such as custodial or administration
services, for more than $707 billion in assets, including
approximately $71 billion in mutual fund assets.
Under the terms of the Management Agreement, the Fund
has agreed to pay The Dreyfus Corporation a monthly fee at the
annual rate of .75 of 1% of the value of the Fund's average
daily net assets. The management fee is higher than that paid
by most other investment companies. From time to time, The
Dreyfus Corporation may waive receipt of its fees and/or
voluntarily assume certain expenses of the Fund, which would
have the effect of lowering the expense ratio of the Fund 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. For the period December 29, 1993
(commencement of operations) through October 31, 1994, no
management fee was paid by the Fund pursuant to an undertaking
by The Dreyfus Corporation.
Expenses--All expenses incurred in the operation of the Company
are borne by the Company, except to the extent specifically
assumed by The Dreyfus Corporation. The expenses borne by the
Company 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 Dreyfus Corporation or any of its affiliates, Securities and
Exchange Commission fees, state Blue Sky qualification fees,
advisory fees, charges of custodians, transfer and dividend
disbursing agents' fees, certain insurance premiums, industry
association fees, outside auditing and legal expenses, costs of
independent pricing services, costs of maintaining the Company'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 Fund are charged against the assets of the Fund; other
expenses of the Company are allocated among the Company'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 Service Agents (as defined below) in
respect of these services.
Distributor--The Fund's distributor is Premier Mutual Fund
Services, Inc. (the "Distributor"), located at One Exchange
Place, Boston, Massachusetts 02109. The Distributor's ultimate
parent is Boston Institutional Group, Inc.
Custodian and Transfer and Dividend Disbursing Agent--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 (the "Transfer Agent").
HOW TO BUY SHARES
Fund shares are sold without a sales charge. You may
be charged a nominal fee if you effect transactions in Fund
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. However, the
minimum initial investment for Dreyfus-sponsored Keogh Plans,
IRAs, SEP-IRAs and 403(b)(7) Plans with only one participant is
$750, with no minimum for subsequent purchases. Individuals who
open an IRA also may open a non-working spousal IRA with a
minimum initial investment of $250. Subsequent investments in a
spousal IRA must be at least $250. The initial investment must
be accompanied by the 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 Company's Board, or the
spouse or minor child of any of the foregoing, the minimum
initial investment is $1,000. For full-time or part-time
employees of The Dreyfus Corporation or any of its affiliates or
subsidiaries who elect to have a portion of their pay directly
deposited into their Fund account, the minimum initial
investment is $50. The Fund reserves the right to offer Fund
shares without regard to minimum purchase requirements to
employees participating in certain qualified or non-qualified
employee benefit plans or other programs where contributions or
account information can be transmitted in a manner and form
acceptable to the Fund. The Fund reserves the right to vary
further the initial and subsequent investment minimum
requirements at any time. Fund shares also are offered without
regard to the minimum initial investment requirements through
Dreyfus-Automatic Asset Builder, Dreyfus Government Direct
Deposit Privilege or Dreyfus Payroll Savings Plan pursuant to
the Dreyfus Step Program described under "Shareholder Services."
These services enable you to make regularly scheduled
investments and may provide you with a convenient way to invest
for long-term financial goals. You should be aware, however,
that periodic investment plans do not guarantee a profit and
will not protect an investor against loss in a declining market.
You may purchase Fund 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 that you are
investing in the Fund. 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 bank account is in a
commercial bank that is a member of the Federal Reserve System
or any other bank having a correspondent bank in New York City.
Immediately available funds may be transmitted by wire to The
Bank of New York, DDA# 8900088133/Dreyfus Growth and Value
Funds, Inc./Dreyfus Large Company Value Fund, for purchase of
Fund 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
Fund 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 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."
Fund shares are sold on a continuous basis at the net
asset value per share next determined after an order in proper
form is received by the Transfer Agent or other 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 Fund's net assets (i.e., the value of its assets
less liabilities) by the total number of Fund shares
outstanding. The Fund'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 Company's
Board. For further information regarding the methods employed
in valuing the Fund's investments, see "Determination of Net
Asset Value" in the Statement of Additional Information.
For certain institutions that have entered into
agreements with the Distributor, payment for the purchase of
Fund 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.
The Distributor may pay dealers a fee of up to .5% of
the amount invested through such dealers in Fund shares by
employees participating in qualified or non-qualified employee
benefit plans or other programs where (i) the employers or
affiliated employers maintaining such plans or programs have a
minimum of 250 employees eligible for participation in such
plans or programs or (ii) such plan's or program's aggregate
investment in the Dreyfus Family of Funds or certain other
products made available by the Distributor to such plans or
programs exceeds one million dollars ("Eligible Benefit Plans").
All present holdings of shares of funds in the Dreyfus Family of
Funds by Eligible Benefit Plans will be aggregated to determine
the fee payable with respect to each purchase of Fund shares.
The Distributor reserves the right to cease paying these fees at
any time. The Distributor will pay such fees from its own
funds, other than amounts received from the Fund, including past
profits or any other source available to it.
Federal regulations require that you provide a
certified TIN upon opening or reopening an account. See
"Dividends, Distributions and Taxes" and the Account Application
for further information concerning this requirement. Failure to
furnish a certified TIN to the Fund could subject you to a $50
penalty imposed by the Internal Revenue Service (the "IRS").
Dreyfus TeleTransfer Privilege--You may purchase shares (minimum
$500, maximum $150,000 per day) by telephone if you have checked
the appropriate box and supplied the necessary information on
the Account Application or have filed a Shareholder Services
Form with the Transfer Agent. The proceeds will be transferred
between the bank account designated in one of these documents
and your Fund account. Only a bank account maintained in a
domestic financial institution which is an Automated Clearing
House member may be so designated. The Fund may modify or
terminate this Privilege at any time or charge a service fee
upon notice to shareholders. No such fee currently is
contemplated.
If you have selected the Dreyfus TeleTransfer
Privilege, you may request a Dreyfus TeleTransfer purchase of
shares by telephoning 1-800-221-4060 or, if you are calling from
overseas, call 1-401-455-3306.
SHAREHOLDER SERVICES
Fund Exchanges
You may purchase, in exchange for shares of the Fund,
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 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 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 Fund (or the reverse) twice during the calendar
year, further purchase orders (including those pursuant to
exchange instructions) relating to any shares of the Fund 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 Fund 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 Fund, in 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 Builder (Register sign)
Dreyfus-Automatic Asset Builder permits you to purchase
Fund shares (minimum of $100 and maximum of $150,000 per
transaction) at regular intervals selected by you. Fund 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 Fund 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 Fund 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
Fund shares (minimum of $100 per transaction) automatically on a
regular basis. Depending upon your employer's direct deposit
program, you may have part or all of your paycheck transferred
to your existing Dreyfus account electronically through the
Automated Clearing House system at each pay period. To
establish a Dreyfus Payroll Savings Plan account, you must file
an authorization form with your employer's payroll department.
Your employer must complete the reverse side of the form and
return it to The Dreyfus Family of Funds, P.O. Box 9671,
Providence, Rhode Island 02940-9671. You may obtain the
necessary authorization form by calling 1-800-645-6561. You may
change the amount of purchase or cancel the authorization only
by written notification to your employer. It is the sole
responsibility of your employer, not the Distributor, The
Dreyfus Corporation, the Fund, the Transfer Agent or any other
person, to arrange for transactions under the Dreyfus Payroll
Savings Plan. The Fund may modify or terminate this Privilege
at any time or charge a service fee. No such fee currently is
contemplated.
Dreyfus Step Program
Dreyfus Step Program enables a shareholder to purchase
Fund shares without regard to the Fund's minimum initial
investment requirements through Dreyfus-Automatic Asset Builder,
Dreyfus Government Direct Deposit Privilege or Dreyfus Payroll
Savings Plan. To establish a Dreyfus Step Program account,
a shareholder must supply the necessary information
on the Account Application andfile the required authorization
form(s) with the Transfer Agent.
For more information concerning this Program, or to request the
necessary authorization form(s), please call toll free 1-800-
782-6620. A shareholder may terminate participation in this
Program at any time by discontinuing participation in Dreyfus-
Automatic Asset Builder, Dreyfus Government Direct Deposit
Privilege or Dreyfus Payroll Savings Plan, as the case may be,
as provided under the terms of such Privilege(s). The Fund may
modify or terminate this Program at any time. Investors who
wish to purchase Fund shares through the Dreyfus Step Program in
conjunction with a Dreyfus-sponsored retirement plan may do so
only for IRAs, SEP-IRAs and IRA "Rollover Accounts."
Dreyfus Dividend Options
Dreyfus Dividend Sweep enables you to invest
automatically dividends or dividends and capital gain
distributions, if any, paid by the Fund in 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.
If you are investing in a fund that charges a contingent
deferred sales charge, the shares purchased will be subject on
redemption to the contingent deferred sales charge, if any,
applicable to the purchased shares. 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 Fund
to a designated bank account. Only an account maintained at a
domestic financial institution which is an Automated Clearing
House member may be so designated. Banks may charge a fee for
this service.
For more information concerning these privileges or to
request a Dividend Options Form, please call toll free 1-800-
645-6561. You may cancel these privileges by mailing written
notification to The Dreyfus Family of Funds, P.O. Box 9671,
Providence, Rhode Island 02940-9671. To select a new fund after
cancellation, you must submit a new Dividend Options 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 Dreyfus Dividend
Sweep.
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 their clients a nominal fee for
effecting redemptions of Fund shares. Any certificates
representing Fund 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 Fund's
then-current net asset value.
The Fund ordinarily will make payment for all shares
redeemed within seven days after receipt by the Transfer Agent
of a redemption request in proper form, except as provided by
the rules of the Securities and Exchange Commission. However,
if you have purchased Fund shares by check, by Dreyfus
TeleTransfer Privilege or through Dreyfus-Automatic Asset
Builder and subsequently submit a written redemption request to
the Transfer Agent, the redemption proceeds will be transmitted
to you promptly upon bank clearance of your purchase check,
Dreyfus TeleTransfer purchase or Dreyfus-Automatic Asset Builder
order, which may take up to eight business days or more. In
addition, the Fund will reject requests to redeem shares by wire
or telephone or pursuant to the Dreyfus TeleTransfer Privilege
for a period of eight business days after receipt by the
Transfer Agent of the purchase check, the Dreyfus TeleTransfer
purchase or the Dreyfus-Automatic Asset Builder order against
which such redemption is requested. These procedures will not
apply if your shares were purchased by wire payment, or if you
otherwise have a sufficient collected balance in your account to
cover the redemption request. Prior to the time any redemption
is effective, dividends on such shares will accrue and be
payable, and you will be entitled to exercise all other rights
of beneficial ownership. Fund shares will not be redeemed until
the Transfer Agent has received your Account Application.
The Fund reserves the right to redeem your account at
its option upon not less than 45 days' written notice if your
account's net asset value is $500 or less and remains so during
the notice period.
Procedures
You may redeem shares by using the regular redemption
procedure through the Transfer Agent, or, if you have checked
the appropriate box and supplied the necessary information on
the Account Application or have filed a Shareholder Services
Form with the Transfer Agent, through the Wire Redemption
Privilege, the Telephone Redemption Privilege or the Dreyfus
TeleTransfer Privilege. Other redemption procedures may be in
effect for clients of certain Service Agents. The Fund makes
available to certain large institutions the ability to issue
redemption instructions through compatible computer facilities.
The Fund reserves the right to refuse any request made by wire
or 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 any redemption
Privilege at any time or charge a service fee upon notice to
shareholders. No such fee currently is contemplated.
You may redeem shares by telephone if you have checked
the appropriate box on the 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 Fund shares.
In such cases, you should consider using the other redemption
procedures described herein. Use of these other redemption pro-
cedures 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 Fund'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.
You also 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
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 request by telephone
that redemption proceeds (maximum $150,000 per day) 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. 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 request by telephone
that redemption proceeds (minimum $500 per day) be transferred
between your Fund account and your bank account. Only a bank
account maintained in a domestic financial institution which is
an 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.
If you have selected the Dreyfus TeleTransfer
Privilege, you may request a Dreyfus TeleTransfer redemption of
shares by telephoning 1-800-221-4060 or, if you are calling from
overseas, call 1-401-455-3306. Shares held under Keogh Plans,
IRAs or other retirement plans, and shares issued in certificate
form, are not eligible for this Privilege.
SHAREHOLDER SERVICES PLAN
The Fund has adopted a Shareholder Services Plan,
pursuant to which it pays the Distributor for the provision of
certain services to Fund shareholders a fee at the annual rate
of .25 of 1% of the value of the Fund'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 Fund is treated as a separate corporation for
purposes of qualification and taxation as a regulated investment
company. The Fund 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 1940 Act. The Fund 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
Fund 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 Fund 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 Fund 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
Fund 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 Fund 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.
Management of the Company believes that the Fund
qualified for the fiscal year ended October 31, 1994 as a
"regulated investment company" under the Code. The Fund intends
to continue to so qualify if such qualification is in the best
interests of its shareholders. Such qualification relieves the
Fund of any liability for Federal income tax to the extent its
earnings are distributed in accordance with applicable
provisions of the Code. The Fund 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 Fund's performance
will include the Fund'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 Fund has operated.
Total return is computed on a per share basis and
assumes the reinvestment of dividends and distributions. Total
return generally is expressed as a percentage rate which is
calculated by combining the income and principal changes for a
specified period and dividing by the net asset value per share
at the beginning of the period. Advertisements may include the
percentage rate of total return or may include the value of a
hypothetical investment at the end of the period which assumes
the application of the percentage rate of total return.
Performance will vary from time to time and past
results are not necessarily representative of future results.
You should remember that performance is a function of portfolio
management in selecting the type and quality of portfolio
securities and is affected by operating expenses. Performance
information, such as that described above, may not provide a
basis for comparison with other investments or other investment
companies using a different method of calculating performance.
Comparative performance information may be used from
time to time in advertising or marketing the Fund's shares,
including data from Lipper Analytical Services, Inc., Standard &
Poor's 500 Stock Index, Wilshire 5000 Index, the Dow Jones
Industrial Average, Money Magazine, Morningstar, Inc. and other
industry publications.
GENERAL INFORMATION
The Company was incorporated under Maryland law on
November 16, 1993, and commenced operations on December 29,
1993. Before September 29, 1995, the Company's name was Dreyfus
Focus Funds Inc. The Company is authorized to issue one billion
shares of Common Stock (with 100 million allocated to the Fund),
par value $.001 per share. Each share has one vote.
Unless otherwise required by the 1940 Act, ordinarily
it will not be necessary for the Fund to hold annual meetings of
shareholders. As a result, Fund shareholders may not consider
each year the election of Board members or the appointment of
auditors. However, pursuant to the Company's By-Laws, the
holders of at least 10% of the shares outstanding and entitled
to vote may require the Company to hold a special meeting of
shareholders for purposes of removing a Board member from office
or for any other purpose. Shareholders may remove a Board
member by the affirmative vote of a majority of the Company'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.
The Company is a "series fund," which is a mutual fund
divided into separate portfolios, each of which is treated as a
separate entity for certain matters under the 1940 Act and for
other purposes. A shareholder of one portfolio is not deemed to
be a shareholder of any other portfolio. For certain matters
shareholders vote together as a group; as to others they vote
separately by portfolio. By this Prospectus, shares of the Fund
are being offered. Other portfolios are sold pursuant to other
offering documents.
To date, the Board has authorized the creation of ten
series of shares. All consideration received by the Company 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 Company) 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 Company 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 Fund has agreed to buy or sell; or to hedge the
U.S. dollar value of securities the Fund already owns,
particularly 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 Fund's purchase of foreign currencies for U.S. dollars or
the maintenance of short positions in foreign currencies, which
would involve the Fund 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 Fund contracted to
receive in the exchange. The Fund'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.
Short-Selling--In these transactions, the Fund sells a security
it does not own in anticipation of a decline in the market value
of the security. To complete the transaction, the Fund must
borrow the security to make delivery to the buyer. The Fund is
obligated to replace the security borrowed by purchasing it
subsequently at the market price at the time of replacement.
The price at such time may be more or less than the price at
which the security was sold by the Fund. The Fund will incur a
loss if the price of the security increases between the date of
the short sale and the date on which the Fund 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 the
Fund's net assets. The Fund 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 Fund's net
assets. The Fund may not sell short the securities of any class
of an issuer if, as a result of such sale, the Fund would have
sold short in the aggregate more than 5% of the outstanding
securities of that class.
The Fund also may make short sales "against the box,"
in which the Fund 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 Fund's net assets be
in deposits on short sales against the box.
Leverage--Leveraging will exaggerate the effect on net asset
value of any increase or decrease in the market value of the
Fund's portfolio. Money borrowed for leveraging will be limited
to 33-1/3% of the value of the Fund's total assets. These
borrowings will be subject to interest costs which may or may
not be recovered by appreciation of the securities purchased; in
certain cases, interest costs may exceed the return received on
the securities purchased.
The Fund may enter into reverse repurchase agreements
with banks, brokers or dealers. This form of borrowing involves
the transfer by the Fund of an underlying debt instrument in
return for cash proceeds based on a percentage of the value of
the security. The Fund retains the right to receive interest
and principal payments on the security. At an agreed upon
future date, the Fund repurchases the security at principal plus
accrued interest. Except for these transactions, the Fund's
borrowings generally will be unsecured.
Use of Derivatives--Although the Fund will not be a commodity
pool, Derivatives subject the Fund to the rules of the Commodity
Futures Trading Commission which limit the extent to which the
Fund can invest in certain Derivatives. The Fund may invest in
futures contracts and options with respect thereto for hedging
purposes without limit. However, the Fund 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 Fund'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.
The Fund may invest up to 5% of its assets, represented
by the premium paid, in the purchase of call and put options.
The Fund 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 Fund 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, the Fund 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 entail investment exposures that are
greater than their cost would suggest, meaning that a small
investment in Derivatives could have a large potential impact on
the Fund's performance.
If the Fund invests in Derivatives at inappropriate
times or judges market conditions incorrectly, such investments
may lower the Fund's return or result in a loss. The Fund also
could experience losses if its Derivatives were poorly
correlated with its other investments, or if the Fund 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.
Lending Portfolio Securities--The Fund 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 Fund 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 the Fund 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 the Fund's total assets. In connection
with such loans, the Fund 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 Fund at any time
upon specified notice. The Fund might experience risk of loss
if the institution with which it has engaged in a portfolio loan
transaction breaches its agreement with the Fund.
Certain Portfolio Securities
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.
American, European and Continental Depositary Receipts--The Fund
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.
Warrants--A warrant is an instrument issued by a corporation
which gives the holder the right to subscribe to a specified
amount of the corporation's capital stock at a set price for a
specified period of time. The Fund may invest up to 5% of its
net assets in warrants, except that this limitation does not
apply to warrants purchased by the Fund that are sold in units
with, or attached to, other securities.
Money Market Instruments--The Fund 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
Fund 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 Fund's
ability to dispose of the underlying securities. The Fund may
enter into repurchase agreements with certain banks or non-bank
dealers.
Bank Obligations. The Fund 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 Fund may be subject to additional investment
risks that are different in some respects from those incurred by
a fund which invests only in debt obligations of U.S. domestic
issuers.
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 Fund will
consist only of direct obligations which, at the time of their
purchase, are (a) rated not lower than Prime-1 by Moody's
Investors Service, Inc. ("Moody's"), A-1 by Standard & Poor's
Corporation ("S&P"), F-1 by Fitch Investors Service, Inc.
("Fitch") or Duff-1 by Duff & Phelps Credit Rating Co. ("Duff"),
(b) issued by companies having an outstanding unsecured debt
issue currently rated at least Aa3 by Moody's or AA- by S&P,
Fitch or Duff, or (c) if unrated, determined by The Dreyfus
Corporation to be of comparable quality to those rated
obligations which may be purchased by the Fund.
Illiquid Securities--The Fund 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 Fund'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 Fund is
subject to a risk that should the Fund desire to sell them when
a ready buyer is not available at a price the Fund deems
representative of their value, the value of the Fund'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 OCTOBER 1, 1995
DREYFUS MIDCAP VALUE FUND
Dreyfus Midcap Value Fund (the "Fund") is a separate
diversified portfolio of Dreyfus Growth and Value Funds, Inc.,
an open-end, management investment company (the "Company"),
known as a
mutual fund. The Fund's investment objective is to provide
investment results that exceed the total return performance of
publicly traded common stocks in the aggregate, as represented
by a recognized index of mid cap stocks. The Fund is using the
Russell Mid Cap Index as its benchmark index. 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 Fund's investment advisers. The Fund is
neither sponsored by nor affiliated with Frank Russell Company.
You can invest, reinvest or redeem shares at any time
without charge or penalty. You can purchase or redeem shares by
telephone using Dreyfus TeleTransfer.
The Dreyfus Corporation will serve as the Fund's
investment adviser. The Dreyfus Corporation has engaged its
affiliate, The Boston Company Asset Management, Inc. ("TBC Asset
Management"), to serve as the Fund's sub-investment adviser and
provide day-to-day management of the Fund's investments. The
Dreyfus Corporation and TBC Asset Management are referred to
collectively as the "Advisers."
This Prospectus sets forth concisely information about
the Fund that you should know before investing. It should be
read and retained for future reference.
The Statement of Additional Information, dated October 1,
1995, which may be revised from time to time, provides a further
discussion of certain areas in this Prospectus and other matters
which may be of interest to some investors. It has been filed
with
the Securities and Exchange Commission and is incorporated
herein
by reference. For a free copy, write to the Fund at 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144, or call
1-800-645-6561. When telephoning, ask for Operator 144.
Mutual fund shares are not deposits or obligations of, or
guaranteed or endorsed by, any bank, and are not federally
insured
by the Federal Deposit Insurance Corporation, the Federal
Reserve
Board or any other agency. The net asset value of funds of this
type will fluctuate from time to time.
<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. . . . . . . . . . . . . . . . . . .
HESE 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. . . . . . . . . . . . . . . .50%
Total Fund Operating
Expenses. . . . . . . . . . . . . . . . . 1.25%
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: $13 $40
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 Fund'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 Fund, the
payment of which will reduce investors' annual return. Other
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 Fund shares without charge directly
from the Fund's distributor; you may be charged a nominal fee if
you effect transactions in Fund shares through a securities
dealer, bank or other financial institution. For a further
description of the various costs and expenses incurred in the
operation of the Fund, as well as expense reimbursement or
waiver
arrangements, see "Management of the Fund," "How to Buy Shares"
and "Shareholder Services Plan."
DESCRIPTION OF THE FUND
Investment Objective
The Fund's investment objective is to provide
investment results that exceed the total return performance of
publicly traded common stocks in the aggregate, as represented
by
a recognized index of mid cap stocks. The Fund's investment
objective cannot be changed without approval by the holders of a
majority (as defined in the Investment Company Act of 1940, as
amended (the "1940 Act")) of the Fund's outstanding voting
shares. There can be no assurance that the Fund's investment
objective will be achieved.
Management Policies
The Fund anticipates that, under normal market
conditions, at least 65% of the value of its total assets
(except when maintaining a temporary defensive position) will
be invested
in common stocks of domestic and foreign issuers with market
capitalizations of between $400 million and $4 billion at the
time of purchase which would be characterized as "value"
companies according to criteria established by the Advisers.
From this universe, the Advisers will identify those stocks with
a particular combination of composite attributes or fundamental
factors expected to produce in the aggregate investment results
that exceed those of the benchmark index. The Russell Mid Cap
Index currently is the Fund's benchmark. In the future, one or
more other indices for the Fund may be selected if such standard
of comparison is deemed to be more representative of the
performance of the securities the Fund seeks to exceed. The
Fund
may invest up to 15% of the value of its total assets in the
securities of foreign issuers. The Fund also may invest, to a
limited extent, in convertible securities and preferred stocks.
To manage the Fund, the Advisers classify issuers as
"growth" or "value" companies. In general, the Advisers believe
that companies with relatively low price to book ratios, low
price to earnings ratios or 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 Fund
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 Fund
does not expect to have a substantial portion of its assets
invested in money market instruments. However, when the
Advisers
determine that adverse market conditions exist, the Fund may
adopt a temporary defensive posture and invest all of its assets
in money market instruments.
The Fund's annual portfolio turnover rate is not
expected to exceed 125%. 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 Fund
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 Statement of
Additional Information.
Investment Considerations and Risks
General--The Fund's net asset value per share should be expected
to fluctuate. Investors should consider the Fund 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
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 Fund's investments will result in changes in
the value of its shares and thus the Fund's total return to
investors.
The securities of the midcap companies in which the
Fund may invest may be subject to more abrupt or erratic market
movements than larger capitalized companies, because these
securities typically are traded in lower volume and the issuers
typically are subject to a greater degree to changes in earnings
and prospects.
Use of Derivatives--The Fund 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 Fund may use include options and futures. While
Derivatives can be used effectively in furtherance of the Fund's
investment objective, under certain market conditions, they can
increase the volatility of the Fund's net asset value, can
decrease the liquidity of the Fund's investments and make more
difficult the accurate pricing of the Fund's portfolio. See
"Appendix--Investment Techniques--Use of Derivatives" below and
"Investment Objective and Management Policies--Management
Policies--Derivatives" in the Statement of Additional
Information.
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 Fund 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 Transactions--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 Fund are
made independently from those of the other investment companies
or accounts advised by the Advisers. If, however, such other
investment companies or accounts desire to invest in, or dispose
of, the same securities as the Fund, available investments or
opportunities for sales will be allocated equitably to each. In
some cases, this procedure may adversely affect the size of the
position obtained for or disposed of by the Fund or the price
paid or received by the Fund.
MANAGEMENT OF THE FUND
Investment Adviser--The Dreyfus Corporation, located at 200 Park
Avenue, New York, New York 10166, was formed in 1947 and serves
as the Fund's investment adviser. The Dreyfus Corporation is a
wholly-owned subsidiary of Mellon Bank, N.A., which is a wholly-
owned subsidiary of Mellon Bank Corporation ("Mellon"). As of
September 1, 1995, The Dreyfus Corporation managed or
administered approximately $80 billion in assets for more than
1.8 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 Company, subject to the authority of the
Company's Board in accordance with Maryland law.
The Dreyfus Corporation has engaged TBC Asset
Management, located at One Boston Place, Boston, Massachusetts
02108, to serve as the Fund's sub-investment adviser. TBC Asset
Management, a registered investment adviser formed in 1970, is
an
indirect wholly-owned subsidiary of Mellon and, thus, an
affiliate of The Dreyfus Corporation. As of July 31, 1995, TBC
Asset Management managed approximately $10.7 billion in assets
and serves as the investment adviser of four other investment
companies.
TBC Asset Management, subject to the supervision and
approval of The Dreyfus Corporation, provides investment
advisory
assistance and the day-to-day management of the Fund's
investments, as well as investment research and statistical
information, under a Sub-Investment Advisory Agreement with The
Dreyfus Corporation, subject to the overall authority of the
Company's Board in accordance with Maryland law. The Fund's
primary portfolio manager is Peter I. Higgins. He has been
employed by TBC Asset Management or its predecessor since May
1991. For more than five years prior to joining TBC Asset
Management, Mr. Higgins was a Vice President and Senior
Investment Officer for Boston Safe Deposit and Trust Company.
The Fund's other portfolio managers are identified in the
Statement of Additional Information.
Mellon is a publicly owned multibank holding company
incorporated under Pennsylvania law in 1971 and registered under
the Federal Bank Holding Company Act of 1956, as amended.
Mellon provides a comprehensive range of financial products and
services
in domestic and selected international markets. Mellon is among
the twenty-five largest bank holding companies in the United
States based on total assets. Mellon's principal wholly-owned
subsidiaries are Mellon Bank, N.A., Mellon Bank (DE) National
Association, Mellon Bank (MD), The Boston Company, Inc., AFCO
Credit Corporation and a number of companies known as Mellon
Financial Services Corporations. Through its subsidiaries,
including The Dreyfus Corporation, Mellon managed more than $203
billion in assets as of June 30, 1995, including approximately
$73 billion in mutual fund assets. As of June 30, 1995, Mellon,
through various subsidiaries, provided non-investment services,
such as custodial or administration services, for more than $707
billion in assets, including approximately $71 billion in mutual
fund assets.
Under the terms of the Management Agreement, the Fund
has agreed to pay The Dreyfus Corporation a monthly fee at the
annual rate of .75 of 1% of the value of the Fund's average
daily
net assets. The management fee is higher than that paid by most
other investment companies. Under the Sub-Investment Advisory
Agreement, The Dreyfus Corporation has agreed to pay TBC Asset
Management a monthly fee at the annual rate of .25 of 1% of the
first $100 million of the Fund's average daily net assets, .20
of 1% of the next $900 million of such assets, .15 of 1% of the
next $500 million of such assets and .10 of 1% of such assets
over $1.5 billion.
From time to time, The Dreyfus Corporation may waive
receipt of its fees and/or voluntarily assume certain expenses
of
the Fund, which would have the effect of lowering the expense
ratio of the Fund 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.
Expenses--All expenses incurred in the operation of the Company
are borne by the Company, except to the extent specifically
assumed by The Dreyfus Corporation. The expenses borne by the
Company include: organizational costs, taxes, interest, loan
commitment fees, interest and distributions paid on securities
sold short, brokerage fees and commissions, if any, fees of
Board
members who are not officers, directors, employees or holders of
5% or more of the outstanding voting securities of the Advisers
or their affiliates, Securities and Exchange Commission fees,
state Blue Sky qualification fees, advisory fees, charges of
custodians, transfer and dividend disbursing agents' fees,
certain insurance premiums, industry association fees, outside
auditing and legal expenses, costs of independent pricing
services, costs of maintaining the Company'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 Fund
are charged against the assets of the Fund; other expenses of
the
Company are allocated among the Company'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 Service Agents (as defined below) in
respect of these services.
Distributor--The Fund's distributor is Premier Mutual Fund
Services, Inc. (the "Distributor"), located at One Exchange
Place, Boston, Massachusetts 02109. The Distributor's ultimate
parent is Boston Institutional Group, Inc.
Custodian and Transfer and Dividend Disbursing Agent--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 (the "Transfer Agent").
HOW TO BUY SHARES
Fund shares are sold without a sales charge. You may
be charged a nominal fee if you effect transactions in Fund
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. However, the minimum initial
investment for Dreyfus-sponsored Keogh Plans, IRAs, SEP-IRAs and
403(b)(7) Plans with only one participant is $750, with no
minimum for subsequent purchases. Individuals who open an IRA
also may open a non-working spousal IRA with a minimum initial
investment of $250. Subsequent investments in a spousal IRA
must
be at least $250. The initial investment must be accompanied by
the 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
Company's Board, or the spouse or minor child of any of the
foregoing, the minimum initial investment is $1,000. For full-
time or part-time employees of The Dreyfus Corporation or any of
its affiliates or subsidiaries who elect to have a portion of
their pay directly deposited into their Fund account, the
minimum
initial investment is $50. The Fund reserves the right to offer
Fund shares without regard to minimum purchase requirements to
employees participating in certain qualified or non-qualified
employee benefit plans or other programs where contributions or
account information can be transmitted in a manner and form
acceptable to the Fund. The Fund reserves the right to vary
further the initial and subsequent investment minimum
requirements at any time. Fund shares also are offered without
regard to the minimum initial investment requirements through
Dreyfus-Automatic Asset Builder, Dreyfus Government Direct
Deposit Privilege or Dreyfus Payroll Savings Plan pursuant to
the
Dreyfus Step Program described under "Shareholder Services."
These services enable you to make regularly scheduled
investments
and may provide you with a convenient way to invest for
long-term
financial goals. You should be aware, however, that periodic
investment plans do not guarantee a profit and will not protect
an investor against loss in a declining market.
You may purchase Fund 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 that you are
investing in the Fund. 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 bank account is in a
commercial bank that is a member of the Federal Reserve System
or any other bank having a correspondent bank in New York City.
Immediately available funds may be transmitted by wire to The
Bank of New York, DDA# 89000_____/Dreyfus Growth and Value
Funds,
Inc./Dreyfus Midcap Value Fund, for purchase of Fund 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 Fund 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 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."
Fund shares are sold on a continuous basis at the net
asset value per share next determined after an order in proper
form is received by the Transfer Agent or other 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
Fund's net assets (i.e., the value of its assets less
liabilities) by the total number of Fund shares outstanding.
The
Fund'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 Company's Board. For further
information regarding the methods employed in valuing the Fund's
investments, see "Determination of Net Asset Value" in the
Statement of Additional Information.
For certain institutions that have entered into
agreements with the Distributor, payment for the purchase of
Fund
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.
The Distributor may pay dealers a fee of up to .5% of
the amount invested through such dealers in Fund shares by
employees participating in qualified or non-qualified employee
benefit plans or other programs where (i) the employers or
affiliated employers maintaining such plans or programs have a
minimum of 250 employees eligible for participation in such
plans or programs or (ii) such plan's or program's aggregate
investment
in the Dreyfus Family of Funds or certain other products made
available by the Distributor to such plans or programs exceeds
one million dollars ("Eligible Benefit Plans"). All present
holdings of shares of funds in the Dreyfus Family of Funds by
Eligible Benefit Plans will be aggregated to determine the fee
payable with respect to each purchase of Fund shares. The
Distributor reserves the right to cease paying these fees at any
time. The Distributor will pay such fees from its own funds,
other than amounts received from the Fund, including past
profits or any other source available to it.
Federal regulations require that you provide a
certified TIN upon opening or reopening an account. See
"Dividends, Distributions and Taxes" and the Account Application
for further information concerning this requirement. Failure to
furnish a certified TIN to the Fund could subject you to a $50
penalty imposed by the Internal Revenue Service (the "IRS").
Dreyfus TeleTransfer Privilege--You may purchase shares (minimum
$500, maximum $150,000 per day) by telephone if you have checked
the appropriate box and supplied the necessary information on
the
Account Application or have filed a Shareholder Services Form
with the Transfer Agent. The proceeds will be transferred
between the bank account designated in one of these documents
and
your Fund account. Only a bank account maintained in a domestic
financial institution which is an Automated Clearing House
member
may be so designated. The Fund may modify or terminate this
Privilege at any time or charge a service fee upon notice to
shareholders. No such fee currently is contemplated.
If you have selected the Dreyfus TeleTransfer
Privilege, you may request a Dreyfus TeleTransfer purchase of
shares by telephoning 1-800-221-4060 or, if you are calling from
overseas, call 1-401-455-3306.
SHAREHOLDER SERVICES
Fund Exchanges
You may purchase, in exchange for shares of the Fund,
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 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 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 Fund (or the reverse) twice during the calendar
year, further purchase orders (including those pursuant to
exchange instructions) relating to any shares of the Fund 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 Fund 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 Fund, in 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 Builder (Registered sign)
Dreyfus-Automatic Asset Builder permits you to purchase
Fund shares (minimum of $100 and maximum of $150,000 per
transaction) at regular intervals selected by you. Fund 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 Fund 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 Fund 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 participa-
tion 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
Fund shares (minimum of $100 per transaction) automatically on a
regular basis. Depending upon your employer's direct deposit
program, you may have part or all of your paycheck transferred
to
your existing Dreyfus account electronically through the
Automated Clearing House system at each pay period. To
establish
a Dreyfus Payroll Savings Plan account, you must file an
authorization form with your employer's payroll department.
Your
employer must complete the reverse side of the form and return
it
to The Dreyfus Family of Funds, P.O. Box 9671, Providence, Rhode
Island 02940-9671. You may obtain the necessary authorization
form by calling 1-800-645-6561. You may change the amount of
purchase or cancel the authorization only by written
notification to your employer. It is the sole responsibility of
your employer, not the Distributor, The Dreyfus Corporation, the
Fund, the Transfer Agent or any other person, to arrange for
transactions under the Dreyfus Payroll Savings Plan. The Fund
may modify or terminate this Privilege at any time or charge a
service fee. No such fee currently is contemplated.
Dreyfus Step Program
Dreyfus Step Program enables a shareholder to purchase
Fund shares without regard to the Fund's minimum initial
investment requirements through Dreyfus-Automatic Asset Builder,
Dreyfus Government Direct Deposit Privilege or Dreyfus Payroll
Savings Plan. To establish a Dreyfus Step Program account, a
shareholder must supply the necessary information on the Account
Application and file the required authorization form(s) with the
Transfer Agent. For more information concerning this Program,
or
to request the necessary authorization form(s), please call toll
free 1-800-782-6620. A shareholder may terminate participation
in this Program at any time by discontinuing participation in
Dreyfus-Automatic Asset Builder, Dreyfus Government Direct
Deposit Privilege or Dreyfus Payroll Savings Plan, as the case
may be, as provided under the terms of such Privilege(s). The
Fund may modify or terminate this Program at any time.
Investors
who wish to purchase Fund shares through the Dreyfus Step
Program
in conjunction with a Dreyfus-sponsored retirement plan may do
so only for IRAs, SEP-IRAs and IRA "Rollover Accounts."
Dreyfus Dividend Options
Dreyfus Dividend Sweep enables you to invest
automatically dividends or dividends and capital gain
distributions, if any, paid by the Fund in 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. If you are
investing
in a fund that charges a contingent deferred sales charge, the
shares purchased will be subject on redemption to the contingent
deferred sales charge, if any, applicable to the purchased
shares. 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 Fund to a designated bank
account. Only an account maintained at a domestic financial
institution which is an Automated Clearing House member may be
so designated. Banks may charge a fee for this service.
For more information concerning these privileges or to
request a Dividend Options Form, please call toll free
1-800-645-6561. You may cancel these privileges by mailing
written notification to The Dreyfus Family of Funds, P.O. Box
9671,
Providence, Rhode Island 02940-9671. To select a new fund after
cancellation, you must submit a new Dividend Options 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 Dreyfus Dividend
Sweep.
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 their clients a nominal fee for
effecting redemptions of Fund shares. Any certificates
representing Fund 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 Fund's
then-current net asset value.
The Fund ordinarily will make payment for all shares
redeemed within seven days after receipt by the Transfer Agent
of a redemption request in proper form, except as provided by
the rules of the Securities and Exchange Commission. However,
if you
have purchased Fund shares by check, by Dreyfus TeleTransfer
Privilege or through Dreyfus-Automatic Asset Builder and
subsequently submit a written redemption request to the Transfer
Agent, the redemption proceeds will be transmitted to you
promptly upon bank clearance of your purchase check, Dreyfus
TeleTransfer purchase or Dreyfus-Automatic Asset Builder order,
which may take up to eight business days or more. In addition,
the Fund will reject requests to redeem shares by wire or
telephone or pursuant to the Dreyfus TeleTransfer Privilege for
a period of eight business days after receipt by the Transfer
Agent
of the purchase check, the Dreyfus TeleTransfer purchase or the
Dreyfus-Automatic Asset Builder order against which such
redemption is requested. These procedures will not apply if
your
shares were purchased by wire payment, or if you otherwise have
a sufficient collected balance in your account to cover the
redemption request. Prior to the time any redemption is
effective,
dividends on such shares will accrue and be payable, and you
will be entitled to exercise all other rights of beneficial
ownership.
Fund shares will not be redeemed until the Transfer Agent has
received your Account Application.
The Fund reserves the right to redeem your account at
its option upon not less than 45 days' written notice if your
account's net asset value is $500 or less and remains so during
the notice period.
Procedures
You may redeem shares by using the regular redemption
procedure through the Transfer Agent, or, if you have checked
the
appropriate box and supplied the necessary information on the
Account Application or have filed a Shareholder Services Form
with the Transfer Agent, through the Wire Redemption Privilege,
the Telephone Redemption Privilege or the Dreyfus TeleTransfer
Privilege. Other redemption procedures may be in effect for
clients of certain Service Agents. The Fund makes available to
certain large institutions the ability to issue redemption
instructions through compatible computer facilities. The Fund
reserves the right to refuse any request made by wire or
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 any redemption
Privilege at any time or charge a service fee upon notice to
shareholders. No such fee currently is contemplated.
You may redeem shares by telephone if you have checked
the appropriate box on the 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 Fund 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 Fund'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.
You also 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
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 request by telephone
that
redemption proceeds (maximum $150,000 per day) 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. 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 request by telephone
that redemption proceeds (minimum $500 per day) be transferred
between
your Fund account and your bank account. Only a bank account
maintained in a domestic financial institution which is an
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.
If you have selected the Dreyfus TeleTransfer
Privilege, you may request a Dreyfus TeleTransfer redemption of
shares by telephoning 1-800-221-4060 or, if you are calling from
overseas, call 1-401-455-3306. Shares held under Keogh Plans,
IRAs or other retirement plans, and shares issued in certificate
form, are not eligible for this Privilege.
SHAREHOLDER SERVICES PLAN
The Fund has adopted a Shareholder Services Plan,
pursuant to which it pays the Distributor for the provision of
certain services to Fund shareholders a fee at the annual rate
of .25 of 1% of the value of the Fund'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 Fund is treated as a separate corporation for
purposes of qualification and taxation as a regulated investment
company. The Fund 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 1940 Act. The Fund 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 Fund
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
Fund 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 Fund 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 Fund
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 Fund 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 Fund will qualify as a
"regulated investment company" under the Code so long as such
qualification is in the best interests of its shareholders.
Such
qualification relieves the Fund of any liability for Federal
income tax to the extent its earnings are distributed in
accordance with applicable provisions of the Code. The Fund 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 Fund's performance will
include the Fund'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 Fund has operated.
Total return is computed on a per share basis and
assumes the reinvestment of dividends and distributions. Total
return generally is expressed as a percentage rate which is
calculated by combining the income and principal changes for a
specified period and dividing by the net asset value per share
at
the beginning of the period. Advertisements may include the
percentage rate of total return or may include the value of a
hypothetical investment at the end of the period which assumes
the application of the percentage rate of total return.
Performance will vary from time to time and past
results are not necessarily representative of future results.
You should remember that performance is a function of portfolio
management in selecting the type and quality of portfolio
securities and is affected by operating expenses. Performance
information, such as that described above, may not provide a
basis for comparison with other investments or other investment
companies using a different method of calculating performance.
Comparative performance information may be used from
time to time in advertising or marketing the Fund's shares,
including data from Lipper Analytical Services, Inc., Russell
Mid
Cap Index, Standard & Poor's MidCap 400 Index, Standard & Poor's
500 Stock Index, the Dow Jones Industrial Average, Money
Magazine, Morningstar, Inc. and other industry publications.
GENERAL INFORMATION
The Company was incorporated under Maryland law on
November 16, 1993, and commenced operations on December 29,
1993.
Before September 29, 1995, the Company's name was Dreyfus Focus
Funds, Inc. The Company is authorized to issue one billion
shares of Common Stock (with 100 million allocated to the Fund),
par value $.001 per share. Each share has one vote.
Unless otherwise required by the 1940 Act, ordinarily
it will not be necessary for the Fund to hold annual meetings of
shareholders. As a result, Fund shareholders may not consider
each year the election of Board members or the appointment of
auditors. However, pursuant to the Company's By-Laws, the
holders of at least 10% of the shares outstanding and entitled
to
vote may require the Company to hold a special meeting of
shareholders for purposes of removing a Board member from office
or for any other purpose. Shareholders may remove a Board
member
by the affirmative vote of a majority of the Company'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.
The Company is a "series fund," which is a mutual fund
divided into separate portfolios, each of which is treated as a
separate entity for certain matters under the 1940 Act and for
other purposes. A shareholder of one portfolio is not deemed to
be a shareholder of any other portfolio. For certain matters
shareholders vote together as a group; as to others they vote
separately by portfolio. By this Prospectus, shares of the Fund
are being offered. Other portfolios are sold pursuant to other
offering documents.
To date, the Board has authorized the creation of ten
series of shares. All consideration received by the Company 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 Company) 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 Company has the
ability to create, from time to time, new series without
shareholder approval.
Inclusion of a security in the Russell Mid Cap Index in
no way implies an opinion by the sponsor of the Index as to its
attractiveness as an investment. The Fund is not sponsored,
endorsed, sold or promoted by the sponsor of the Russell Mid Cap
Index.
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
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 Fund has agreed to buy or sell; or to hedge the
U.S.
dollar value of securities the Fund 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 Fund's purchase of foreign currencies for U.S. dollars or
the maintenance of short positions in foreign currencies, which
would
involve the Fund 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 Fund contracted to receive in the
exchange. The Fund's success in these transactions will depend
principally on the Advisers' ability to predict accurately the
future exchange rates between foreign currencies and the U.S.
dollar.
Borrowing Money--The Fund is permitted to borrow to the extent
permitted under the 1940 Act, 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 Fund 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 Fund's total assets, the Fund will not make any additional
investments.
Use of Derivatives--Although the Fund will not be a commodity
pool, Derivatives subject the Fund to the rules of the Commodity
Futures Trading Commission which limit the extent to which the
Fund can invest in certain Derivatives. The Fund may invest in
futures contracts and options with respect thereto for hedging
purposes without limit. However, the Fund 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
Fund'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.
Certain Portfolio Securities
American Depositary Receipts--The Fund 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 Fund 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
Fund 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 Fund's
ability
to dispose of the underlying securities. The Fund may enter
into
repurchase agreements with certain banks or non-bank dealers.
Bank Obligations. The Fund 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
Fund may be subject to additional investment risks that are
different in some respects from those incurred by a fund which
invests only in debt obligations of U.S. domestic issuers.
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 Fund 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
Advisers to be of comparable quality to those rated obligations
which may be purchased by the Fund.
Illiquid Securities--The Fund 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 Fund'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 Fund is
subject to a risk that should the Fund desire to sell them when
a ready buyer is not available at a price the Fund deems
representative of their value, the value of the Fund'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 OCTOBER 1, 1995
DREYFUS SMALL COMPANY VALUE FUND
Dreyfus Small Company Value Fund (the "Fund") is a separate
diversified portfolio of Dreyfus Growth and Value Funds,
Inc., an open-end, management investment company (the
"Company"),
known as a mutual fund. The Fund's investment objective is
capital appreciation. It seeks to achieve this investment
objective by investing principally in a portfolio of publicly-
traded equity securities of domestic and foreign issuers which
would be characterized as "value" companies according to
criteria established by The Dreyfus Corporation.
You can invest, reinvest or redeem shares at any time
without charge or penalty. You can purchase or redeem shares by
telephone using Dreyfus TeleTransfer.
The Dreyfus Corporation serves as the Fund's investment
adviser. The Dreyfus Corporation has engaged its affiliate, The
Boston Company Asset Management, Inc. ("TBC Asset Management"),
to serve as the Fund's sub-investment adviser and provide
day-to-day management of the Fund's investments. The Dreyfus
Corporation and TBC Asset Management are referred to
collectively as the "Advisers."
This Prospectus sets forth concisely information about
the Fund that you should know before investing. It should be
read and retained for future reference.
The Statement of Additional Information, dated October
1, 1995, which may be revised from time to time, provides a
further discussion of certain areas in this Prospectus and other
matters which may be of interest to some investors. It has been
filed with the Securities and Exchange Commission and is
incorporated herein by reference. For a free copy, write to the
Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-
0144, or call 1-800-645-6561. When telephoning, ask for
Operator 144.
Mutual fund shares are not deposits or obligations of,
or guaranteed or endorsed by, any bank, and are not federally
insured by the Federal Deposit Insurance Corporation, the
Federal
Reserve Board or any other agency. The net asset value of funds
of this type will fluctuate from time to time.
<PAGE>
TABLE OF CONTENTS
Page
Annual Fund Operating Expenses. . . . . . .
Condensed Financial Information . . . . . .
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.
<PAGE>
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
Management Fees (after expense reimbursement) .00%
Other Expenses. . . . . . . . . . . . . . . 1.25%
Total Fund Operating
Expenses (after expense reimbursement) 1.25%
Example:
You would pay the following
expenses on a $1,000
investment, assuming (1) 5% 1 Year 3 Years 5 Years 10 Years
annual return and (2) redemption
at the end of each time period: $13 $40 $ 69 $151
The amounts listed in the example should not be
considered as representative of past or future expenses and
actual expenses may be greater or less than those indicated.
Moreover, while the example assumes a 5% annual return, the
Fund'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 Fund, the
payment of which will reduce investors' annual return. The
information in the foregoing table has been restated to reflect
the Company's termination of its Rule 12b-1 Plan. The expenses
noted above, without reimbursement, would be: Management Fees-
.75% and Total Fund Operating Expenses- 2.00% (Other Expenses
and Total Fund Operating Expenses are based on estimated amounts
for the current fiscal year); and the amount of expenses that an
investor would pay, assuming redemption after one, three, five
and ten years, would be $20, $63, $108, and $233, respectively.
You can purchase Fund shares without
charge directly from the Fund's distributor; you may be charged
a nominal fee if you effect transactions in Fund shares through
a securities dealer, bank or other financial institution. For a
further description of the various costs and expenses incurred
in the operation of the Fund, as well as expense reimbursement
or waiver arrangements, see "Management of the Fund," "How to
Buy Shares" and "Shareholder Services Plan."
CONDENSED FINANCIAL INFORMATION
The information in the following table has been audited
(except where noted) by Ernst & Young LLP, the Fund's
independent auditors, whose report thereon appears in the
Statement of Additional Information. Further financial data and
related notes are included in the Statement of Additional
Information, available upon request.
Financial Highlights
Contained below is per share operating performance data
for a share of Common Stock outstanding, total investment
return, ratios to average net assets and other supplemental data
for each period indicated. This information has been derived
from the Fund's financial statements.
<TABLE>
<CAPTION>
Six Months Ended
Year Ended
April 30, 1995
October 31, 1994<FN>
(unaudited)
<S> <C>
<C>
PER SHARE DATA:
Net asset value, beginning of
period. . . . . . . . . . . . . $ 12.50
$ 12.43
INVESTMENT OPERATIONS:
Investment income-net .30
.05
Net realized and unrealized
gain (loss) on investments and
foreign
currency transactions . . . . . (.37)
.59
TOTAL FROM INVESTMENT OPERATIONS (.07)
.64
DISTRIBUTIONS:
Dividends from investment
income-net. . . . . . . . . . . ___
(.33)
Dividends from net realized
gain on
investments . . . . . . . . . . ___
(.48)
Dividends in excess of net
realized
gain on investments . . . . . . ___
(.05)
TOTAL DISTRIBUTIONS: ___
(.86)
Net asset value, end of period $ 12.43
$ 12.21
TOTAL INVESTMENT RETURN<FN> (.56%)
5.79%
RATIOS/SUPPLEMENTAL DATA:
Ratio of operating expenses to
average net assets<FN>. . . . . ___
.36%
Ratio of interest expense and
dividends on securities sold short
to average net asets<FN> .01%
.04%
Ratio of net investment income
to average net assets<FN> . . . 2.39%
.44%
Decrease reflected in above
expense ratios due to
undertaking by The Dreyfus
Corporation . . . . . . . . . . 2.07%
.84%
Portfolio Turnover Rate<FN> 219.63%
66.18%
Net Assets, end of period
(000's Omitted) . . . . . . . . $5,166
$5,522
____________________________
<F1> From December 29, 1993 (commencement of operations) to October 31, 1994.
<F2> Not annualized.
</TABLE>
Further information about the Fund's performance is
contained in the Fund's annual report, which may be obtained
without charge by writing to the address or calling the number
set forth on the cover page of this Prospectus.
DESCRIPTION OF THE FUND
Investment Objective
The Fund's investment objective is capital appreciation.
It cannot be changed without approval by the holders of a
majority (as defined in the Investment Company Act of 1940, as
amended (the
"1940 Act")) of the Fund's outstanding voting shares. There can
be no assurance that the Fund's investment objective will be
achieved.
Management Policies
The Fund 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 of domestic and
foreign issuers
which would be characterized as "value" companies according to
criteria established by the Advisers. The Fund invests, under
normal market conditions, substantially all of its assets in
equity securities of issuers with market capitalizations of
between $90
million and $900 million. Equity securities consist of common
stocks, convertible securities and preferred stocks.
To manage the Fund, the Advisers classify issuers as
"growth" or "value" companies. In general, the Advisers believe
that
companies with relatively low price to book ratios, low price to
earnings ratios or 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 Fund 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 Fund does not
expect to have a substantial portion of its assets invested in
money
market instruments. However, when the Advisers determine that
adverse market conditions exist, the Fund may adopt a temporary
defensive posture and invest all of its assets in money market
instruments.
The Fund's annual portfolio turnover rate is not expected
to exceed 150%. 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 an effort to increase returns, the Fund may
engage in various investment techniques, such as leveraging,
lending
portfolio securities, foreign currency transactions, options and
futures transactions and short-selling. See also "Investment
Considerations and Risks" below and "Investment Objective and
Management Policies--Management Policies" in the Statement of
Additional Information.
Investment Considerations and Risks
General--The Fund's net asset value per share should be expected
to fluctuate. Investors should consider the Fund 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 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
Fund's investments will result in changes in the value of its
shares and thus the Fund's total return to investors.
The securities of the smaller companies in which the Fund
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
subject to a greater degree 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 Fund 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 Transactions--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 Fund 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 Fund may use include options and futures. While Derivatives
can be
used effectively in furtherance of the Fund's investment
objective,
under certain market conditions, they can increase the
volatility of
the Fund's net asset value, can decrease the liquidity of the
Fund's
investments and make more difficult the accurate pricing of the
Fund's portfolio. See "Appendix--Investment Techniques--Use of
Derivatives" below and "Investment Objective and Management
Policies--Management Policies--Derivatives" in the Statement of
Additional Information.
Simultaneous Investments--Investment decisions for the Fund are
made
independently from those of the other investment companies or
accounts advised by the Advisers. If, however, such other
investment
companies or accounts desire to invest in, or dispose of, the
same
securities as the Fund, available investments or opportunities
for
sales will be allocated equitably to each. In some cases, this
procedure may adversely affect the size of the position obtained
for or disposed of by the Fund or the price paid or received by
the Fund.
MANAGEMENT OF THE FUND
Investment Adviser--The Dreyfus Corporation, located at 200 Park
Avenue, New York, New York 10166, was formed in 1947 and serves
as
the Fund's investment adviser. The Dreyfus Corporation is a
wholly-
owned subsidiary of Mellon Bank, N.A., which is a wholly-owned
subsidiary of Mellon Bank Corporation ("Mellon"). As of
September 1,
1995, The Dreyfus Corporation managed or administered
approximately $80 billion in assets for more than 1.8 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 Company, subject to the authority of the
Company's Board in accordance with Maryland law.
The Dreyfus Corporation has engaged TBC Asset Management,
located at One Boston Place, Boston, Massachusetts 02108, to
serve as the Fund's sub-investment adviser. TBC Asset
Management, a registered investment adviser formed in 1970, is
an indirect wholly-
owned subsidiary of Mellon and, thus, an affiliate of The
Dreyfus
Corporation. As of July 31, 1995, TBC Asset Management managed
approximately $10.7 billion in assets and serves as the
investment adviser of four other investment companies.
TBC Asset Management, subject to the supervision and
approval of The Dreyfus Corporation, provides investment
advisory assistance and the day-to-day management of the Fund's
investments,
as well as investment research and statistical information,
under a Sub-Investment Advisory Agreement with The Dreyfus
Corporation,
subject to the overall authority of the Company's Board in
accordance
with Maryland law. The Fund's primary portfolio manager is
David L. Diamond. He has held that position since September 29,
1995 and has
been employed by TBC Asset Management since 1991 and, pursuant
to a
dual employment agreement between the Advisers, by The Dreyfus
Corporation since May 1995. Prior to joining TBC Asset
Management,
Mr. Diamond was a research analyst and portfolio manager at
Delphi
Management. The Fund's other portfolio managers are identified
in the Statement of Additional Information.
Mellon is a publicly owned multibank holding company
incorporated under Pennsylvania law in 1971 and registered under
the Federal Bank Holding Company Act of 1956, as amended.
Mellon
provides a comprehensive range of financial products and
services in
domestic and selected international markets. Mellon is among
the twenty-five largest bank holding companies in the United
States based
on total assets. Mellon's principal wholly-owned subsidiaries
are Mellon Bank, N.A., Mellon Bank (DE) National Association,
Mellon Bank
(MD), The Boston Company, Inc., AFCO Credit Corporation and a
number
of companies known as Mellon Financial Services Corporations.
Through its subsidiaries, including The Dreyfus Corporation,
Mellon
managed more than $203 billion in assets as of June 30, 1995,
including approximately $73 billion in mutual fund assets. As
of
June 30, 1995, Mellon, through various subsidiaries, provided
non-investment services, such as custodial or administration
services,
for more than $707 billion in assets, including approximately
$71 billion in mutual fund assets.
Under the terms of the Management Agreement, the Fund has
agreed to pay The Dreyfus Corporation a monthly fee at the
annual rate of .75 of 1% of the value of the Fund's average
daily net
assets. The management fee is higher than that paid by most
other
investment companies. Under the Sub-Investment Advisory
Agreement,
The Dreyfus Corporation has agreed to pay TBC Asset Management a
monthly fee at the annual rate of .375 of 1% of the value of the
Fund's average daily net assets. For the period December 29,
1993 (commencement of operations) through October 31, 1994, no
management
fee was paid by the Fund pursuant to an undertaking by The
Dreyfus Corporation.
From time to time, The Dreyfus Corporation may waive
receipt of its fees and/or voluntarily assume certain expenses
of the
Fund, which would have the effect of lowering the expense ratio
of the Fund 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.
Expenses--All expenses incurred in the operation of the Company
are borne by the Company, except to the extent specifically
assumed by
The Dreyfus Corporation. The expenses borne by the Company
include:
organizational costs, taxes, interest, loan commitment fees,
interest
and distributions paid on securities sold short, brokerage fees
and
commissions, if any, fees of Board members who are not officers,
directors, employees or holders of 5% or more of the outstanding
voting securities of the Advisers or their Affiliates,
Securities and
Exchange Commission fees, state Blue Sky qualification fees,
advisory
fees, charges of custodians, transfer and dividend disbursing
agents'
fees, certain insurance premiums, industry association fees,
outside
auditing and legal expenses, costs of independent pricing
services,
costs of maintaining the Company'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 Fund are charged against the assets of the Fund; other
expenses of the Company are allocated among the Company'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 Service Agents (as defined below) in respect of
these services.
Distributor--The Fund's distributor is Premier Mutual Fund
Services,
Inc. (the "Distributor"), located at One Exchange Place, Boston,
Massachusetts 02109. The Distributor's ultimate parent is
Boston Institutional Group, Inc.
Custodian and Transfer and Dividend Disbursing Agent--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 (the "Transfer Agent").
HOW TO BUY SHARES
Fund shares are sold without a sales charge. You may be
charged a nominal fee if you effect transactions in Fund 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. However, the minimum initial investment
for
Dreyfus-sponsored Keogh Plans, IRAs, SEP-IRAs and 403(b)(7)
Plans
with only one participant is $750, with no minimum for
subsequent purchases. Individuals who open an IRA also may open
a non-working
spousal IRA with a minimum initial investment of $250.
Subsequent
investments in a spousal IRA must be at least $250. The initial
investment must be accompanied by the 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 Company's Board, or the spouse or minor child of
any
of the foregoing, the minimum initial investment is $1,000. For
full-time or part-time employees of The Dreyfus Corporation or
any of
its affiliates or subsidiaries who elect to have a portion of
their
pay directly deposited into their Fund account, the minimum
initial
investment is $50. The Fund reserves the right to offer Fund
shares
without regard to minimum purchase requirements to employees
participating in certain qualified or non-qualified employee
benefit
plans or other programs where contributions or account
information
can be transmitted in a manner and form acceptable to the Fund.
The
Fund reserves the right to vary further the initial and
subsequent
investment minimum requirements at any time. Fund shares also
are offered without regard to the minimum initial investment
requirements through Dreyfus-Automatic Asset Builder, Dreyfus
Government Direct
Deposit Privilege or Dreyfus Payroll Savings Plan pursuant to
the
Dreyfus Step Program described under "Shareholder Services."
These
services enable you to make regularly scheduled investments and
may
provide you with a convenient way to invest for long-term
financial
goals. You should be aware, however, that periodic investment
plans
do not guarantee a profit and will not protect an investor
against loss in a declining market.
You may purchase Fund 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 that you are investing in the Fund. 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 bank account is in a
commercial bank that is a member of the Federal Reserve System
or any
other bank having a correspondent bank in New York City.
Immediately
available funds may be transmitted by wire to The Bank of New
York,
DDA# 8900088168/Dreyfus Growth and Value Funds, Inc./Dreyfus
Small
Company Value Fund, for purchase of Fund 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 Fund 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
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."
Fund shares are sold on a continuous basis at the net asset
value per share next determined after an order in proper form is
received by the Transfer Agent or other 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 Fund's net assets (i.e., the value
of its
assets less liabilities) by the total number of Fund shares
outstanding. The Fund'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 Company's Board. For
further information regarding the methods employed in valuing
the Fund's investments, see "Determination of Net Asset Value"
in the Statement of Additional Information.
For certain institutions that have entered into agreements
with the Distributor, payment for the purchase of Fund 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.
The Distributor may pay dealers a fee of up to .5%
of the amount invested through such dealers in Fund shares by
employees participating in qualified or non-qualified employee
benefit plans or
other programs where (i) the employers or affiliated employers
maintaining such plans or programs have a minimum of 250
employees
eligible for participation in such plans or programs or (ii)
such
plan's or program's aggregate investment in the Dreyfus Family
of Funds or certain other products made available by the
Distributor to
such plans or programs exceeds one million dollars ("Eligible
Benefit
Plans"). All present holdings of shares of funds in the Dreyfus
Family of Funds by Eligible Benefit Plans will be aggregated to
determine the fee payable with respect to each purchase of Fund
shares. The Distributor reserves the right to cease paying
these fees at any time. The Distributor will pay such fees from
its own
funds, other than amounts received from the Fund, including past
profits or any other source available to it.
Federal regulations require that you provide a certified
TIN upon opening or reopening an account. See "Dividends,
Distributions and Taxes" and the Account Application for further
information concerning this requirement. Failure to furnish a
certified TIN to the Fund could subject you to a $50 penalty
imposed by the Internal Revenue Service (the "IRS").
Dreyfus TeleTransfer Privilege--You may purchase shares (minimum
$500, maximum $150,000 per day) by telephone if you have checked
the appropriate box and supplied the necessary information on
the Account Application or have filed a Shareholder Services
Form with the Transfer Agent. The proceeds will be transferred
between the bank account designated in one of these documents
and your Fund account.
Only a bank account maintained in a domestic financial
institution which is an Automated Clearing House member may be
so designated.
The Fund may modify or terminate this Privilege at any time or
charge a service fee upon notice to shareholders. No such fee
currently is contemplated.
If you have selected the Dreyfus TeleTransfer
Privilege, you may request a Dreyfus TeleTransfer purchase of
shares by telephoning 1-800-221-4060 or, if you are calling from
overseas, call 1-401-455-3306.
SHAREHOLDER SERVICES
Fund Exchanges
You may purchase, in exchange for shares of the
Fund, 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 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 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 Fund (or the reverse) twice during the calendar year,
further purchase orders (including those pursuant to exchange
instructions) relating to any shares of the Fund 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 Fund 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 Fund, in 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 Builder (Registered sign)
Dreyfus-Automatic Asset Builder permits you to purchase
Fund shares (minimum of $100 and maximum of $150,000 per
transaction) at regular intervals selected by you. Fund 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 Fund 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 Fund 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 Fund
shares (minimum of $100 per transaction) automatically on a
regular basis. Depending upon your employer's direct deposit
program, you may have part or all of your paycheck transferred
to your existing
Dreyfus account electronically through the Automated Clearing
House system at each pay period. To establish a Dreyfus Payroll
Savings Plan account, you must file an authorization form with
your employer's payroll department. Your employer must complete
the
reverse side of the form and return it to The Dreyfus Family of
Funds, P.O. Box 9671, Providence, Rhode Island 02940-9671. You
may obtain the necessary authorization form by calling
1-800-645-6561.
You may change the amount of purchase or cancel the
authorization
only by written notification to your employer. It is the sole
responsibility of your employer, not the Distributor, The
Dreyfus
Corporation, the Fund, the Transfer Agent or any other person,
to arrange for transactions under the Dreyfus Payroll Savings
Plan. The Fund may modify or terminate this Privilege at any
time or charge a service fee. No such fee currently is
contemplated.
Dreyfus Step Program
Dreyfus Step Program enables a shareholder to
purchase Fund
shares without regard to the Fund's minimum initial investment
requirements through Dreyfus-Automatic Asset Builder, Dreyfus
Government Direct Deposit Privilege or Dreyfus Payroll Savings
Plan.
To establish a Dreyfus Step Program account, a shareholder must
supply the necessary information on the Account Application and
file
the required authorization form(s) with the Transfer Agent. For
more
information concerning this Program, or to request the necessary
authorization form(s), please call toll free 1-800-782-6620. A
shareholder may terminate participation in this Program at any
time
by discontinuing participation in Dreyfus-Automatic Asset
Builder,
Dreyfus Government Direct Deposit Privilege or Dreyfus Payroll
Savings Plan, as the case may be, as provided under the terms of
such
Privilege(s). The Fund may modify or terminate this Program at
any
time. Investors who wish to purchase Fund shares through the
Dreyfus Step Program in conjunction with a Dreyfus-sponsored
retirement plan
may do so only for IRAs, SEP-IRAs and IRA "Rollover Accounts."
Dreyfus Dividend Options
Dreyfus Dividend Sweep enables you to invest automatically
dividends or dividends and capital gain distributions, if any,
paid
by the Fund in 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. If you are
investing in a fund that charges a contingent deferred sales
charge, the shares purchased will be subject on redemption to
the contingent
deferred sales charge, if any, applicable to the purchased
shares.
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 Fund to a designated bank
account. Only an account
maintained at a domestic financial institution which is an
Automated Clearing House member may be so designated. Banks may
charge a fee for this service.
For more information concerning these privileges or to
request a Dividend Options Form, please call toll free
1-800-645-6561. You may cancel these privileges by mailing
written notification to The Dreyfus Family of Funds, P.O. Box
9671,
Providence, Rhode Island 02940-9671. To select a new fund after
cancellation, you must submit a new Dividend Options 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 Dreyfus Dividend Sweep.
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 their clients a nominal fee for
effecting redemptions of Fund shares. Any certificates
representing Fund
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 Fund's then-current net asset
value.
The Fund ordinarily will make payment for all shares
redeemed within seven days after receipt by the Transfer Agent
of a redemption request in proper form, except as provided by
the rules of the Securities and Exchange Commission. However,
if you have purchased Fund shares by check, by Dreyfus
TeleTransfer Privilege
or through Dreyfus-Automatic Asset Builder and subsequently
submit a written redemption request to the Transfer Agent, the
redemption
proceeds will be transmitted to you promptly upon bank clearance
of your purchase check, Dreyfus TeleTransfer purchase or
Dreyfus-Automatic Asset Builder order, which may take up to
eight business days or more. In addition, the Fund will reject
requests to redeem shares by wire or telephone or pursuant to
the Dreyfus TeleTransfer
Privilege for a period of eight business days after receipt by
the Transfer Agent of the purchase check, the Dreyfus
TeleTransfer purchase or the Dreyfus-Automatic Asset Builder
order against which such redemption is requested. These
procedures will not apply if your shares were purchased by wire
payment, or if you otherwise have
a sufficient collected balance in your account to cover the
redemption request. Prior to the time any redemption is
effective,
dividends on such shares will accrue and be payable, and you
will be entitled to exercise all other rights of beneficial
ownership. Fund shares will not be redeemed until the Transfer
Agent has received your Account Application.
The Fund reserves the right to redeem your account at its
option upon not less than 45 days' written notice if your
account's net asset value is $500 or less and remains so during
the notice period.
Procedures
You may redeem shares by using the regular redemption
procedure through the Transfer Agent, or, if you have checked
the appropriate box and supplied the necessary information on
the Account Application or have filed a Shareholder Services
Form with the
Transfer Agent, through the Wire Redemption Privilege, the
Telephone Redemption Privilege or the Dreyfus TeleTransfer
Privilege. Other redemption procedures may be in effect for
clients of certain Service
Agents. The Fund makes available to certain large institutions
the ability to issue redemption instructions through compatible
computer facilities. The Fund reserves the right to refuse any
request made
by wire or 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 any
redemption Privilege at any time or charge a service fee upon
notice to shareholders.
No such fee currently is contemplated.
You may redeem shares by telephone if you have checked the
appropriate box on the 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 Fund 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 Fund'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. You also 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
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 request by telephone
that redemption proceeds (maximum $150,000 per day) 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. 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 request by telephone
that redemption proceeds (minimum $500 per day) be transferred
between your Fund account and your bank account. Only a bank
account maintained in a domestic financial institution which is
an 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.
If you have selected the Dreyfus TeleTransfer Privilege,
you may request a Dreyfus TeleTransfer redemption of shares by
telephoning 1-800-221-4060 or, if you are calling from overseas,
call
1-401-455-3306. Shares held under Keogh Plans, IRAs or other
retirement plans, and shares issued in certificate form, are not
eligible for this Privilege.
SHAREHOLDER SERVICES PLAN
The Fund has adopted a Shareholder Services Plan, pursuant
to which it pays the Distributor for the provision of certain
services to Fund shareholders a fee at the annual rate of .25 of
1% of the value of the Fund'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 Fund is treated as a separate corporation for
purposes of qualification and taxation as a regulated investment
company. The Fund 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 1940 Act. The
Fund 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 Fund
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 Fund 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
Fund
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 Fund
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 Fund to a
foreign
investor as well as the proceeds of any redemptions from a
foreign
investor's account, regardless of the extent to which gain or
loss
may be realized, generally will not be subject to U.S.
nonresident
withholding tax. However, such distributions may be subject to
backup withholding, as described below, unless the foreign
investor certifies his non-U.S. residency status.
Notice as to the tax status of your dividends and
distributions will be mailed to you annually. You also will
receive periodic summaries of your account which will include
information as
to dividends and distributions from securities gains, if any,
paid during the year.
Federal regulations generally require the Fund to withhold
("backup withholding") and remit to the U.S. Treasury 31% of
dividends, distributions from net realized securities gains and
the proceeds of any redemption, regardless of the extent to
which gain or
loss may be realized, paid to a shareholder if such shareholder
fails to certify either that the TIN furnished in connection
with opening
an account is correct or that such shareholder has not received
notice from the IRS of being subject to backup withholding as a
result of a failure to properly report taxable dividend or
interest
income on a Federal income tax return. Furthermore, the IRS may
notify the Fund to institute backup withholding if the IRS
determines
a shareholder's TIN is incorrect or if a shareholder has failed
to properly report taxable dividend and interest income on a
Federal income tax return.
A TIN is either the Social Security number or employer
identification number of the record owner of the account. Any
tax withheld as a result of backup withholding does not
constitute an
additional tax imposed on the record owner of the account, and
may be
claimed as a credit on the record owner's Federal income tax
return.
Management of the Company believes that the Fund qualified
for the fiscal year ended October 31, 1994 as a "regulated
investment company" under the Code. The Fund intends to
continue to so qualify
if such qualification is in the best interests of its
shareholders.
Such qualification relieves the Fund of any liability for
Federal
income tax to the extent its earnings are distributed in
accordance
with applicable provisions of the Code. The Fund 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
Fund's
performance will include the Fund'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 Fund has operated.
Total return is computed on a per share basis and assumes
the reinvestment of dividends and distributions. Total return
generally is expressed as a percentage rate which is calculated
by combining the income and principal changes for a specified
period and
dividing by the net asset value per share at the beginning of
the
period. Advertisements may include the percentage rate of total
return or may include the value of a hypothetical investment at
the
end of the period which assumes the application of the
percentage rate of total return.
Performance will vary from time to time and past results are
not necessarily representative of future results. You should
remember that performance is a function of portfolio management
in
selecting the type and quality of portfolio securities and is
affected by operating expenses. Performance information, such
as
that described above, may not provide a basis for comparison
with other investments or other investment companies using a
different method of calculating performance.
Comparative performance information may be used from time to
time in advertising or marketing the Fund's shares, including
data from Lipper Analytical Services, Inc., Standard & Poor's
500 Stock Index, Wilshire 5000 Index, the Dow Jones Industrial
Average, Money Magazine, Morningstar, Inc. and other industry
publications.
GENERAL INFORMATION
The Company was incorporated under Maryland law on
November 16, 1993, and commenced operations on December 29,
1993. Before September 29, 1995, the Company's name was Dreyfus
Focus Funds Inc.
The Company is authorized to issue one billion shares of Common
Stock
(with 100 million allocated to the Fund), par value $.001 per
share. Each share has one vote.
Unless otherwise required by the 1940 Act, ordinarily it
will not be necessary for the Fund to hold annual meetings of
shareholders. As a result, Fund shareholders may not consider
each year the election of Board members or the appointment of
auditors.
However, pursuant to the Company's By-Laws, the holders of at
least 10% of the shares outstanding and entitled to vote may
require the
Company to hold a special meeting of shareholders for purposes
of
removing a Board member from office or for any other purpose.
Shareholders may remove a Board member by the affirmative vote
of a
majority of the Company'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.
The Company is a "series fund," which is a mutual fund
divided into separate portfolios, each of which is treated as a
separate entity for certain matters under the 1940 Act and for
other
purposes. A shareholder of one portfolio is not deemed to be a
shareholder of any other portfolio. For certain matters
shareholders
vote together as a group; as to others they vote separately by
portfolio. By this Prospectus, shares of the Fund are being
offered. Other portfolios are sold pursuant to other offering
documents.
To date, the Board has authorized the creation of ten
series of shares. All consideration received by the Company 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 Company) 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 Company 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 Fund has agreed to buy or sell; or to hedge the U.S. dollar
value
of securities the Fund already owns, particularly 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
Fund's purchase of foreign currencies for U.S. dollars or the
maintenance of short positions in foreign currencies, which
would
involve the Fund 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 Fund contracted to receive in the exchange.
The Fund's success in these transactions will depend principally
on the
Advisers' ability to predict accurately the future exchange
rates
between foreign currencies and the U.S. dollar.
Short-Selling--In these transactions, the Fund sells a security
it
does not own in anticipation of a decline in the market value of
the
security. To complete the transaction, the Fund must borrow the
security to make delivery to the buyer. The Fund is obligated
to replace the security borrowed by purchasing it subsequently
at the
market price at the time of replacement. The price at such time
may be more or less than the price at which the security was
sold by
the
Fund. The Fund will incur a loss if the price of the security
increases between the date of the short sale and the date on
which
the Fund 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 the Fund's net assets.
The
Fund 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 Fund's net assets. The Fund may not sell short
the securities of any class of an issuer if, as a result of such
sale,
the Fund would have sold short in the aggregate more than 5% of
the outstanding securities of that class.
The Fund also may make short sales "against the box," in
which the Fund 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 Fund's net assets be in
deposits on short sales against the box.
Leverage--Leveraging will exaggerate the effect on net asset
value of
any increase or decrease in the market value of the Fund's
portfolio.
Money borrowed for leveraging will be limited to 33-1/3% of the
value
of the Fund's total assets. These borrowings will be subject to
interest costs which may or may not be recovered by appreciation
of the securities purchased; in certain cases, interest costs
may exceed
the return received on the securities purchased.
The Fund may enter into reverse repurchase agreements with
banks, brokers or dealers. This form of borrowing involves the
transfer by the Fund of an underlying debt instrument in return
for cash proceeds based on a percentage of the value of the
security.
The Fund retains the right to receive interest and principal
payments on the security. At an agreed upon future date, the
Fund repurchases
the security at principal plus accrued interest. Except for
these
transactions, the Fund's borrowings generally will be unsecured.
Use of Derivatives--Although the Fund will not be a commodity
pool,
Derivatives subject the Fund to the rules of the Commodity
Futures
Trading Commission which limit the extent to which the Fund can
invest in certain Derivatives. The Fund may invest in futures
contracts and options with respect thereto for hedging purposes
without limit. However, the Fund 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 Fund'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.
The Fund may invest up to 5% of its assets, represented by
the premium paid, in the purchase of call and put options. The
Fund 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 Fund 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, the
Fund 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 entail investment exposures that are
greater than their cost would suggest, meaning that a small
investment in Derivatives could have a large potential impact on
the Fund's performance.
If the Fund invests in Derivatives at inappropriate times
or judges market conditions incorrectly, such investments may
lower
the Fund's return or result in a loss. The Fund also could
experience losses if its Derivatives were poorly correlated with
its other investments, or if the Fund 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.
Lending Portfolio Securities--The Fund 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 Fund 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 the Fund 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 the Fund's total assets. In connection
with such loans, the Fund 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 Fund at any time upon specified notice. The
Fund
might experience risk of loss if the institution with which it
has engaged in a portfolio loan transaction breaches its
agreement with the Fund.
Certain Portfolio Securities
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.
American, European and Continental Depositary Receipts--The Fund
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.
Warrants--A warrant is an instrument issued by a corporation
which
gives the holder the right to subscribe to a specified amount of
the
corporation's capital stock at a set price for a specified
period of
time. The Fund may invest up to 5% of its net assets in
warrants,
except that this limitation does not apply to warrants purchased
by
the Fund that are sold in units with, or attached to, other
securities.
Money Market Instruments--The Fund 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 Fund
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 Fund's ability to dispose of the
underlying securities. The Fund may enter into repurchase
agreements with certain banks or non-bank dealers.
Bank Obligations. The Fund 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 Fund may be subject to
additional investment risks that are different in some respects
from
those incurred by a fund which invests only in debt obligations
of U.S. domestic issuers.
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 Fund will consist only of
direct obligations which, at the time of their purchase, are (a)
rated not lower than Prime-1 by Moody's Investors Service, Inc.
("Moody's"), A-1 by Standard & Poor's Corporation ("S&P"), F-1
by
Fitch Investors Service, Inc. ("Fitch") or Duff-1 by Duff &
Phelps
Credit Rating Co. ("Duff"), (b) issued by companies having an
outstanding unsecured debt issue currently rated at least Aa3 by
Moody's or AA- by S&P, Fitch or Duff, or (c) if unrated,
determined
by The Dreyfus Corporation to be of comparable quality to those
rated obligations which may be purchased by the Fund.
Illiquid Securities--The Fund 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
Fund'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 Fund is subject to a risk that should the Fund desire to
sell
them when a ready buyer is not available at a price the Fund
deems
representative of their value, the value of the Fund'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 LARGE COMPANY GROWTH FUND
DREYFUS AGGRESSIVE GROWTH FUND
DREYFUS LARGE COMPANY VALUE FUND
DREYFUS AGGRESSIVE VALUE FUND
DREYFUS MIDCAP VALUE FUND
DREYFUS SMALL COMPANY VALUE FUND
DREYFUS INTERNATIONAL VALUE FUND
DREYFUS EMERGING LEADERS FUND
PART B
(STATEMENT OF ADDITIONAL
INFORMATION)
OCTOBER 1, 1995
This Statement of Additional Information, which is
not
a prospectus, supplements and should be read in conjunction with
the current Prospectus of the series named above (each, a
"Fund")
of Dreyfus Growth and Value Funds, Inc. (the "Company"), dated
October 1, 1995, as each may be revised from time to time. To
obtain a copy of the relevant Fund's Prospectus, please write to
the Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York
11556-0144, or call the following numbers:
Call Toll Free 1-800-645-6561
In New York City -- Call 1-718-895-1206
Outside the U.S. and Canada -- Call 516-794-5452
The Dreyfus Corporation (the "Manager") serves as
each
Fund's investment adviser. The Manager has engaged its
affiliate, The Boston Company Asset Management, Inc. ("TBC Asset
Management"), to serve as sub-investment adviser to Dreyfus
Small
Company Value Fund, Dreyfus Midcap Value Fund and Dreyfus
International Value Fund and to provide day-to-day management of
each such Fund's investments, subject to the Manager's
supervision.
Premier Mutual Fund Services, Inc. (the
"Distributor") is the distributor of each Fund's shares.
TABLE OF CONTENTS
Page
Investment Objective and Management Policies. . . . . B-3
Management of the Company . . . . . . . . . . . . . . B-17
Management Agreement. . . . . . . . . . . . . . . . . B-20
Purchase of Shares . . . . . . . . . . . . . . . . . B-24
Shareholder Services Plan . . . . . . . . . . . . . . B-25
Redemption of Shares. . . . . . . . . . . . . . . . . B-28
Shareholder Services. . . . . . . . . . . . . . . . . B-30
Determination of Net Asset Value. . . . . . . . . . . B-33
Dividends, Distributions and Taxes. . . . . . . . . . B-34
Portfolio Transactions. . . . . . . . . . . . . . . . B-37
Performance Information . . . . . . . . . . . . . . . B-38
Information About the Funds . . . . . . . . . . . . . B-39
Custodian, Transfer and Dividend Disbursing Agent,
Counsel and Independent Auditors. . . . . . . . . . B-40
Appendix. . . . . . . . . . . . . . . . . . . . . . . B-41
Financial Statements. . . . . . . . . . . . . . . . . B-45
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 Fund's
Prospectus entitled "Description of the Fund" and "Appendix."
Portfolio Securities
American, European and Continental Depositary
Receipts.
(All Funds, except Dreyfus Emerging Leaders Fund) A Fund 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. (All Funds) The Funds'
custodian or sub-custodian will have custody of, and will hold
in
a segregated account, securities acquired by a Fund under a
repurchase agreement. Repurchase agreements are considered by
the staff of the Securities and Exchange Commission to be loans
by the Fund. In an attempt to reduce the risk of incurring a
loss on a repurchase agreement, each Fund 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 Fund 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. (All Funds) These instruments include variable
amount master demand notes, which are obligations that permit a
Fund to invest fluctuating amounts at varying rates of interest
pursuant to direct arrangements between the Fund, as lender, and
the borrower. These notes permit daily changes in the amounts
borrowed. Because these obligations are direct lending
arrangements between the lender and borrower, it is not
contemplated that such instruments generally will be traded, and
there generally is no established secondary market for these
obligations, although they are redeemable at face value, plus
accrued interest, at any time. Accordingly, where these
obligations are not secured by letters of credit or other credit
support arrangements, the Fund's right to redeem is dependent on
the ability of the borrower to pay principal and interest on
demand. Such obligations frequently are not rated by credit
rating agencies, and a Fund may invest in them only if at the
time of an investment the borrower meets the criteria set forth
in the Fund's Prospectus for other commercial paper issuers.
Convertible Securities. (All Funds) 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.
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.
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. (All Funds) A Fund
may invest in securities issued by closed-end investment
companies. Under the Investment Company Act of 1940, as amended
(the "1940 Act"), a Fund'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
Fund's net assets with respect to any one investment company and
(iii) 10% of the Fund'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. (All Funds) A Fund 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 (and TBC
Asset Management with respect to Dreyfus Small Company Value
Fund, Dreyfus Midcap Value Fund and Dreyfus International Value
Fund) to be of comparable quality to the other obligations in
which the Fund 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. (All Funds) When purchasing
securities that have not been registered under the Securities
Act
of 1933, as amended, and are not readily marketable, each Fund
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 Fund's decision to sell any such
security and the registration of the security permitting sale.
During any such period, the price of the securities will be
subject to market fluctuations. However, where a substantial
market of qualified institutional buyers has developed for
certain unregistered securities purchased by the Fund pursuant
to
Rule 144A under the Securities Act of 1933, as amended, the Fund
intends to treat such securities as liquid securities in
accordance with procedures approved by the Company'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 Company's Board has directed the Manager
(and TBC Asset Management with respect to Dreyfus Small Company
Value Fund, Dreyfus Midcap Value Fund and Dreyfus International
Value Fund) to monitor carefully the relevant Fund'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 Fund's investing in such securities may
have the effect of increasing the level of illiquidity in its
investment portfolio during such period.
Management Policies
Leverage. (All Funds) For borrowings for investment
purposes, the 1940 Act requires the Fund 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 Fund 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 Fund 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
Fund enters into a reverse repurchase agreement, the Fund 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 Fund.
Short-Selling. (All Funds) In these transactions, a
Fund sells a security it does not own in anticipation of a
decline in the market value of the security. To complete the
transaction, the Fund must borrow the security to make delivery
to the buyer. The Fund is obligated to replace the security
borrowed by purchasing it subsequently at the market price at
the
time of replacement. A Fund will incur a loss if the price of
the security increases between the date of the short sale and
the
date on which the Fund 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 Fund's
net assets. A Fund 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 Fund's net assets. A
Fund may not sell short the securities of any class of an issuer
if, as a result of such sale, the Fund would have sold short in
the aggregate more than 5% of the outstanding securities of that
class.
A Fund also may make short sales "against the box," in
which the Fund 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 Fund's net assets be in
deposits on short sales against the box.
Until a Fund 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. (Dreyfus Large Company
Growth Fund, Dreyfus Large Company Value Fund and Dreyfus Small
Company Value Fund only) A Fund 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 Fund 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 Fund 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 Fund's total
assets. In connection with such loans, the Fund 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
Fund at any time upon specified notice. A Fund might experience
risk of loss if the institution with which it has engaged in a
portfolio loan transaction breaches its agreement with the Fund.
In connection with its securities lending transactions, a Fund
may return to the borrower or a third party which is
unaffiliated
with the Fund, and which is acting as a "placing broker," a part
of the interest earned from the investment of collateral
received for securities loaned.
The Securities and Exchange Commission currently
requires that the following conditions must be met whenever
portfolio securities are loaned: (1) the Fund 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
Fund
must be able to terminate the loan at any time; (4) the Fund
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 Fund 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 Company'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 Funds) A Fund may invest in
Derivatives (as defined in the Fund'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 Fund
to invest than "traditional" securities would.
Derivatives can be volatile and involve various types
and degrees of risk, depending upon the characteristics of the
particular Derivative and the portfolio as a whole. Derivatives
permit a Fund to increase, decrease or change the level of risk
to which its portfolio is exposed in much the same way as the
Fund 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 Fund's performance.
If a Fund invests in Derivatives at inappropriate times
or judges market conditions incorrectly, such investments may
lower the Fund's return or result in a loss. A Fund also could
experience losses if its Derivatives were poorly correlated with
its other investments, or if the Fund 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.
A Fund may invest up to 5% of its assets,
represented
by the premium paid, in the purchase of call and put options. A
Fund 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 Fund 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 Fund 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 (and TBC
Asset Management with respect to Dreyfus Small Company Value
Fund, Dreyfus Midcap Value Fund and Dreyfus International Value
Fund) 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
Fund. 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 Funds) A Fund
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 Fund might realize in
trading could be eliminated by adverse changes in the exchange
rate, or the Fund 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
Commodity Futures Trading Commission.
Engaging in these transactions involves risk of loss to
a Fund which could adversely affect the value of the Fund's net
assets. Although each Fund 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 Fund to substantial losses.
Successful use of futures by a Fund also is subject to
the ability of the Manager (and TBC Asset Management with
respect
to Dreyfus Small Company Value Fund, Dreyfus Midcap Value Fund
and Dreyfus International Value Fund) 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 Fund 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 Fund will lose part or all of the benefit of the
increased value of securities which it has hedged because it
will
have offsetting losses in its futures positions. Furthermore,
if in such circumstances the Fund has insufficient cash, it may
have
to sell securities to meet daily variation margin requirements.
A Fund may have to sell such securities at a time when it may be
disadvantageous to do so.
Pursuant to regulations and/or published positions of
the Securities and Exchange Commission, a Fund 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
Fund's ability otherwise to invest those assets.
Specific Futures Transactions. A Fund may purchase and sell
stock index futures contracts. A stock index future obligates a
Fund 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.
Dreyfus Aggressive Value Fund may purchase and sell
interest rate futures contracts. An interest rate future
obligates the Fund to purchase or sell an amount of a specific
debt security at a future date at a specific price.
A Fund may purchase and sell currency futures. A
foreign currency future obligates the Fund to purchase or sell
an amount of a specific currency at a future date at a specific
price.
Options--In General. (All Funds) A Fund 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 Fund is a call
option with respect to which the Fund owns the underlying
security or otherwise covers the transaction by segregating cash
or other securities. A put option written by a Fund 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 Fund'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 Fund 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 Fund 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 Fund 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 Fund 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.
A Fund may purchase cash-settled options on equity
index swaps in pursuit of its investment objective. Equity
index
swaps involve the exchange by the Fund with another party of
cash
flows based upon the performance of an index or a portion of an
index of securities which usually includes dividends. A cash-
settled option on a swap gives the purchaser the right, but not
the obligation, in return for the premium paid, to receive an
amount of cash equal to the value of the underlying swap as of
the exercise date. These options typically are purchased in
privately negotiated transactions from financial institutions,
including securities brokerage firms.
Successful use by a Fund of options will be subject to
the ability of the Manager (and TBC Asset Management with
respect
to Dreyfus Small Company Value Fund, Dreyfus Midcap Value Fund
and Dreyfus International Value Fund) to predict correctly
movements in the prices of individual stocks or the stock market
generally. To the extent such predictions are incorrect, a Fund
may incur losses.
Future Developments. A Fund 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 Fund or which are not
currently available but which may be developed, to the extent
such opportunities are both consistent with the Fund's
investment
objective and legally permissible for the Fund. Before entering
into such transactions or making any such investment, the Fund
will provide appropriate disclosure in its Prospectus or
Statement of Additional Information.
Forward Commitments. (All Funds) A Fund 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
Fund
enters into the commitment. However, a Fund does not make a
payment until it receives delivery from the other party to the
transaction. A Fund will make commitments to purchase such
securities only with the intention of actually acquiring the
securities, but the Fund may sell these securities before the
settlement date if it is deemed advisable. A segregated account
of the Fund consisting of cash, cash equivalents or U.S.
Government securities or other high quality liquid debt
securities at least equal at all times to the amount of the
commitments will be established and maintained at the Fund'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 Fund 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 Fund is fully or almost
fully invested may result in greater potential fluctuation in
the
value of the Fund's net assets and its net asset value per
share.
Risk Factors
Lower Rated Securities. (Dreyfus Aggressive Value Fund only)
The
Fund is permitted to invest in securities rated below Baa by
Moody's Investors Service, Inc. ("Moody's") and below BBB by
Standard & Poor's Corporation ("S&P" and with Moody's, the
"Rating Agencies") and as low as Caa by Moody's or CCC by S&P.
Such securities, though higher yielding, are characterized by
risk. See in the Fund's Prospectus "Description of the Fund--
Investment Considerations and Risks--Lower Rated Securities" for
a discussion of certain risks and the Appendix for a general
description of the Rating Agencies' ratings. Although ratings
may be useful in evaluating the safety of interest and principal
payments, they do not evaluate the market value risk of these
securities. The Fund will rely on the Manager's judgment,
analysis and experience in evaluating the creditworthiness of an
issuer.
Investors should be aware that the market values of
many of these securities tend to be more sensitive to economic
conditions than are higher rated securities. These securities
generally are considered by the Rating Agencies to be, on
balance, predominantly speculative with respect to capacity to
pay interest and repay principal in accordance with the terms of
the obligation and generally will involve more credit risk than
securities in the higher rating categories.
Companies that issue certain of these securities often
are highly leveraged and may not have available to them more
traditional methods of financing. Therefore, the risk
associated
with acquiring the securities of such issuers generally is
greater than is the case with the higher rated securities. For
example, during an economic downturn or a sustained period of
rising interest rates, highly leveraged issuers of these
securities may not have sufficient revenues to meet their
interest payment obligations. The issuer's ability to service
its debt obligations also may be affected adversely by specific
corporate developments, forecasts, or the unavailability of
additional financing. The risk of loss because of default by
the
issuer is significantly greater for the holders of these
securities because such securities generally are unsecured and
often are subordinated to other creditors of the issuer.
Because there is no established retail secondary market
for many of these securities, the Fund anticipates that such
securities could be sold only to a limited number of dealers or
institutional investors. To the extent a secondary trading
market for these securities does exist, it generally is not as
liquid as the secondary market for higher rated securities. The
lack of a liquid secondary market may have an adverse impact on
market price and yield and the Fund's ability to dispose of
particular issues when necessary to meet the Fund's liquidity
needs or in response to a specific economic event such as a
deterioration in the creditworthiness of the issuer. The lack
of
a liquid secondary market for certain securities also may make
it
more difficult for the Fund to obtain accurate market quotations
for purposes of valuing the Fund's portfolio and calculating its
net asset value. Adverse publicity and investor perceptions,
whether or not based on fundamental analysis, may decrease the
values and liquidity of these securities. In such cases,
judgment may play a greater role in valuation because less
reliable, objective data may be available.
These securities may be particularly susceptible to
economic downturns. It is likely that an economic recession
could disrupt severely the market for such securities and may
have an adverse impact on the value of such securities. In
addition, it is likely that any such economic downturn could
adversely affect the ability of the issuers of such securities
to repay principal and pay interest thereon and increase the
incidence of default for such securities.
Dreyfus Aggressive Value Fund may acquire these
securities during an initial offering. Such securities may
involve special risks because they are new issues. The Fund has
no arrangement with any persons concerning the acquisition of
such securities, and the Manager will review carefully the
credit and other characteristics pertinent to such new issues.
Investment Restrictions
Each Fund has adopted investment restrictions
numbered
1 through 10 as fundamental policies. These restrictions cannot
be changed, as to a Fund, without approval by the holders of a
majority (as defined in the 1940 Act) of such Fund'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 Company's Board members at any time. No Fund
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 Fund'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 Fund'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 Fund 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 Fund 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 1940 Act (which currently limits borrowing to no more than
33-1/3% of the value of the Fund'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 Fund 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 Company's Board.
8. Act as an underwriter of securities of other
issuers, except to the extent the Fund 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 1940 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 Fund 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
Fund'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 Fund 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 Fund'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 Fund's net assets would be so invested.
16. Purchase securities of other investment companies,
except to the extent permitted under the 1940 Act.
If a percentage restriction is adhered to at the time
of investment, a later change in percentage resulting from a
change in values or assets will not constitute a violation of
such restriction.
Each Fund 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 Fund.
The Company may make commitments more restrictive than
the restrictions listed above so as to permit the sale of Fund
shares in certain states. Should the Company determine that a
commitment is no longer in the best interest of the Fund and its
shareholders, the Company reserves the right to revoke the
commitment by terminating the sale of such Fund's shares in the
state involved.
MANAGEMENT OF THE COMPANY
Directors and officers of the Company, 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 Company, as defined
in the 1940 Act, is indicated by an asterisk.
Directors of the Company
* 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 Company'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 Theater 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 Company's plan described in the
section captioned "Shareholder Services Plan" remains in effect,
the Board members who are not "interested persons" of the
Company, as defined in the 1940 Act, will be selected and
nominated by the Board members who are not "interested persons"
of the Company.
The Company typically pays its Board members an annual
retainer and a per meeting fee and reimburses them for their
expenses. The Chairman of the Board receives an additional 25%
of such compensation. Emeritus Board members are entitled to
receive an annual retainer and a per meeting fee of one-half the
amount paid to them as Board members. The aggregate amount of
compensation paid to each Board member by the Company 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)
(1) (2) (3) (4) Total Compensation
Aggregate Pension or Estimated Annual From Company
Name of Board Compensation Retirement Benefits Benefits Upon and Fund
Member Paid to Board Accrued as Part of Retirement Complex
Member Company's Expenses
From Company*
<S> <C> <C> <C> <C>
Joseph S. DiMartino $5,000 none none $445,000**(93)
John M. Fraser, Jr. $1,832 none none $46,766(12)
Ehud Houminer $3,750 none none $25,701(12)
Gloria Messinger $3,750 none none $3,277(1)
* Amount does not include reimbursed expenses for attending
Board meetings, which amounted to $0 for all Board members as a group.
** Estimated amount for the year ending December 31, 1995.
</TABLE>
Officers of the Company
MARIE E. CONNOLLY, President and Treasurer. President and Chief
Operating Officer of the Distributor and an officer of other
investment companies advised or administered by the Manager.
From December 1991 to July 1994, she was President and Chief
Compliance Officer of Funds Distributor, Inc., the ultimate
parent of which is Boston Institutional Group, Inc.
Prior to December 1991, she served as Vice President and
Controller, and later as Senior Vice President, of The
Boston Company Advisors, Inc. She is 37 years old.
JOHN E. PELLETIER, Vice President and Secretary. Senior Vice
President and General Counsel of the Distributor and an
officer of other investment companies advised or
administered by the Manager. From February 1992 to July
1994, he served as Counsel for The Boston Company
Advisors, Inc. From August 1990 to February 1992, he was
employed as an Associate at Ropes & Gray. He is 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.
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 Company is 200
Park Avenue, New York, New York 10166.
The Company's Board members and officers, as a
group, owned less than 1% of each Fund's voting securities
outstanding on September 11, 1995.
The following persons are known by the Company to own
of record or beneficially 5% or more of a Fund's outstanding
voting securities as of September 11, 1995: Major Trading
Corporation, attn. Maurice Bendrihem, 200 Park Avenue, New York,
New York 10166 - 97.3% of the outstanding shares of Dreyfus
Large
Company Growth Fund, 95.9% of the outstanding shares of Dreyfus
Large Company Value Fund and 96.6% of the outstanding shares of
Dreyfus Small Company Value Fund. A shareholder who
beneficially
owns, directly or indirectly, more than 25% of a Fund's voting
securities may be deemed a "control person" (as defined in the
1940 Act) of the Fund.
MANAGEMENT AGREEMENT
The following information supplements and should be
read in conjunction with the section in each Fund's Prospectus
entitled "Management of the Company."
Management Agreement. The Manager provides management
services pursuant to the Management Agreement (the "Agreement")
dated August 24, 1994, as amended September 14, 1995, with the
Company. As to each Fund, the Agreement is subject to annual
approval by (i) the Company's Board or (ii) vote of a majority
(as defined in the 1940 Act) of the outstanding voting
securities
of such Fund, provided that in either event the continuance also
is approved by a majority of the Board members who are not
"interested persons" (as defined in the 1940 Act) of the Company
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
Large Company Growth Fund and Dreyfus Large Company Value Fund,
on September 29, 1995 in respect of Dreyfus Small Company Value
Fund, and on September __, 1995 in respect of Dreyfus Aggressive
Growth Fund, Dreyfus Aggressive Value Fund, Dreyfus Midcap Value
Fund, Dreyfus International Value Fund and Dreyfus Emerging
Leaders Fund, and was last approved by the Company'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
September 14, 1995. As to each Fund, the Agreement is
terminable without penalty, on 60 days' notice, by the Company's
Board or by
vote of the holders of a majority of such Fund's shares, or, on
not less than 90 days' notice, by the Manager. The Agreement
will terminate automatically, as to the relevant Fund, in the
event of its assignment (as defined in the 1940 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 and a director; Barbara E. Casey,
Vice President--Dreyfus Retirement Services; Diane M. Coffey,
Vice President--Corporate Communications; Elie M. Genadry, Vice
President--Institutional Sales; William F. Glavin, Jr., Vice
President--Corporate Development; Henry D. Gottmann, Vice
President--Retail Sales and Services; Mark N. Jacobs, Vice
President--Fund Legal and Compliance and Secretary; Daniel C.
Maclean, Vice President and General Counsel; Jeffrey N. Nachman,
Vice President--Mutual Fund Accounting; Andrew S. Wasser, Vice
President--Information Services; Katherine C. Wickham, Vice
President--Human Resources; Maurice Bendrihem, Controller;
Elvira
Oslapas, Assistant Secretary; and Mandell L. Berman, Frank V.
Cahouet, Alvin E. Friedman, Lawrence M. Greene, Julian M.
Smerling and David B. Truman, directors.
TBC Asset Management provides investment advisory
assistance and day-to-day management of Dreyfus Small Company
Value Fund's, Dreyfus Midcap Value Fund's and Dreyfus
International Value Fund's investments pursuant to the Sub-
Investment Advisory Agreement (the "Sub-Advisory Agreement"),
dated September 14, 1995, between TBC Asset Management and the
Manager. As to each such Fund, the Sub-Advisory Agreement is
subject to annual approval by (i) the Company's Board or (ii)
vote of a majority (as defined in the 1940 Act) of the
outstanding voting securities of such Fund, provided that in
either event the continuance also is approved by a majority of
the Board members who are not "interested persons" (as defined
in
the 1940 Act) of the Company or the Manager or TBC Asset
Management, by vote cast in person at a meeting called for the
purpose of voting on such approval. As to each such Fund, the
Sub-Advisory Agreement is terminable without penalty, (i) by the
Manager on 60 days' notice, (ii) by the Company's Board or by
vote of the holders of a majority of such Fund's shares on 60
days' notice, or (iii) upon not less than 60 days' notice, by
TBC
Asset Management. The Sub-Advisory Agreement will terminate
automatically, as to the relevant Fund, in the event of its
assignment (as defined in the 1940 Act).
The following persons are officers and/or directors of
TBC Asset Management: Christopher M. Condron, Chairman of the
Board and Chief Executive Officer; and Philip R. Roberts and W.
Keith Smith, directors.
The Manager manages each Fund's investments in
accordance with the stated policies of such Fund, subject to the
approval of the Company's Board. TBC Asset Management provides
day-to-day management of Dreyfus Small Company Value Fund's,
Dreyfus Midcap Value Fund's and Dreyfus International Value
Fund's portfolio, subject to the supervision of the Manager and
the approval of the Company's Board. The Manager (and TBC Asset
Management with respect to Dreyfus Small Company Value Fund,
Dreyfus Midcap Value Fund and Dreyfus International Value Fund)
is responsible for investment decisions, and provides the Funds
with portfolio managers who are authorized by the Board to
execute purchases and sales of securities. The Funds' portfolio
managers are Howard Stein (with respect to Dreyfus Large
Company
Growth Fund, Dreyfus Large Company Value Fund and Dreyfus Small
Company Value Fund), Sander Cseh (with respect to Dreyfus
International Value Fund), David L. Diamond (with respect to
Dreyfus Small Company Value Fund and Dreyfus Midcap Value Fund),
Timothy M. Ghriskey (with respect to Dreyfus Aggressive Value
Fund and Dreyfus Large Company Value Fund), Peter I. Higgins
(with respect to Dreyfus Midcap Value
Fund), Richard B. Hoey (with respect to Dreyfus Large Company
Growth Fund, Dreyfus Large Company Value Fund and Dreyfus Small
Company Value Fund), Thomas A. Frank (with respect to Dreyfus
Emerging Leaders Fund), Jeffrey F. Friedman (with respect to
Dreyfus Large Company Growth Fund, Dreyfus Large Company Value
Fund and Dreyfus Small Company Value Fund), Michael L. Schonberg
(with respect to Dreyfus Aggressive Growth Fund and Dreyfus
Large Company Growth Fund) and Ernest G.
Wiggins, Jr. (with respect to Dreyfus Large Company Growth Fund,
Dreyfus Large Company Value Fund and Dreyfus Small Company Value
Fund). The Manager and TBC Asset Management also maintain
research departments each with a professional staff of portfolio
managers and securities analysts who provide research services
for the Funds 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.
The Manager maintains office facilities on behalf of
the Funds, and furnishes statistical and research data, clerical
help, accounting, data processing, bookkeeping and internal
auditing and certain other required services to the Funds. The
Manager also may make such advertising and promotional
expenditures, using its own resources, as it from time to time
deems appropriate.
Expenses. All expenses incurred in the operation of
the Company are borne by the Company, except to the extent
specifically assumed by the Manager. The expenses borne by the
Company 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
or TBC Asset Management or their affiliates, Securities and
Exchange
Commission fees, state Blue Sky qualification fees, advisory
fees, charges of custodians, transfer and dividend disbursing
agents' fees, certain insurance premiums, industry association
fees, outside auditing and legal expenses, costs of maintaining
the Company's existence, costs of independent pricing services,
costs attributable to investor services (including, without
limitation, telephone and personnel expenses), costs of
preparing
and printing prospectuses and statements of additional
information for regulatory purposes and for distribution to
existing shareholders, costs of shareholders' reports and
meetings, and any extraordinary expenses. In addition, the
Company 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 Fund are
charged against the assets of that Fund; other expenses of the
Company are allocated among the Funds on the basis determined by
the Board, including, but not limited to, proportionately in
relation to the net assets of each Fund.
As compensation for the Manager's services to the
Company, the Company has agreed to pay the Manager a monthly
management fee at the annual rate of 1.00% of the value of
Dreyfus International Growth Fund's and Dreyfus International
Value Fund's average daily net assets, .90 of 1% of the value of
Dreyfus Emerging Leaders Fund's average daily net assets and .75
of 1% of the value of each other Fund's average daily net
assets.
For the period December 29, 1993 (commencement of operations)
through October 31, 1994, the management fee payable by the
Company, and amounts waived by the Manager, for each then-
existing Fund were as follows:
<TABLE>
<CAPTION>
Fund Management
Fee Payable Reduction
in Fee Net Fee Paid
<S> <C> <C> <C>
Dreyfus Large
Company Growth
Fund $31,700 $31,700 $0
Dreyfus Large
Company Value Fund $32,302 $32,302 $0
Dreyfus Small
Company Value Fund $32,544 $32,544 $0
</TABLE>
As to each Fund, the Manager has agreed that if in any
fiscal year the aggregate expenses of the Fund, 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 Fund's net assets
increases.
PURCHASE OF SHARES
The following information supplements and should be
read in conjunction with the section in each Fund's Prospectus
entitled "How to Buy Shares."
The Distributor. The Distributor serves as each Fund's
distributor pursuant to an agreement which is renewable
annually.
The Distributor also acts as distributor for the other funds in
the Dreyfus Family of Funds and for certain other investment
companies. In some states, certain financial institutions
effecting transactions in Fund shares may be required to
register as dealers pursuant to state law.
Dreyfus TeleTransfer Privilege. Dreyfus TeleTransfer
purchase orders may be made between the hours of 8:00 a.m. and
4:00 p.m., New York time, on any business day that The
Shareholder Services Group, Inc., each 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 the account is
closed or during the following 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 Fund's Prospectus
entitled "Shareholder Services Plan."
The Company has adopted a Shareholder Services Plan,
pursuant to which the Company pays the Distributor for the
provision of certain services to each Fund's shareholders. The
services provided may include personal services relating to
shareholder accounts, such as answering shareholder inquiries
regarding the Company and providing reports and other
information, and services related to the maintenance of such
shareholder accounts. Under the Shareholder Services Plan, the
Distributor may make payments to certain securities dealers,
financial institutions and other financial industry
professionals
(collectively, "Service Agents") in respect of these services.
A quarterly report of the amounts expended under the
Shareholder Services Plan, and the purposes for which such
expenditures were incurred, must be made to the 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 1940 Act) of the Company
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 Fund, the Shareholder
Services Plan is subject to annual approval by such vote of the
Board members cast in person at a meeting called for the purpose
of voting on the Shareholder Services Plan. The Shareholder
Services Plan was so approved on September 14, 1995. The
Shareholder Services Plan is terminable with respect to each
Fund
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 Fund pursuant to the Shareholder
Services Plan were as follows:
Fund Amount Charged
Dreyfus Large Company Growth
Fund $2,410
Dreyfus Large Company Value Fund $2,457
Dreyfus Small Company Value Fund $2,439
Prior Distribution Plans and Shareholder Services Plan.
As of September 14, 1995, the Company 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 1940 Act, provided that the Company (i) reimburse the
Distributor for payments to certain Service Agents for
distributing shares and (ii) pay the Manager, Dreyfus Service
Corporation or any affiliate (collectively, "Dreyfus") for
advertising and marketing relating to the Company and servicing
shareholders accounts, at an aggregate annual rate of .50 of 1%
of the value of each Fund's average daily net assets. For the
period August 24, 1994 through October 31, 1994, the amounts
payable by each then-existing Fund pursuant to such plan were as
follows:
<TABLE>
<CAPTION>
Fund Advertising, Distribution Prospectus and
marketing and expenses payable statement of
additional
information Reductions
expenses due to Net Amount paid
payable undertakings
<S> <C> <C> <C> <C> <C>
Dreyfus Large
Company
Growth
Fund $4,819 $0 $0 $4,819 $0
Dreyfus Large
Company
Value Fund $4,914 $0 $0 $4,914 $0
Dreyfus Small
Company Value
Fund $4,878 $0 $0 $4,878 $0
</TABLE>
As of August 24, 1994, the Company terminated its then-
existing Distribution Plan, which provided for payments to be
made to Dreyfus Service Corporation, the Company's distributor
prior to such date, for advertising, marketing and distributing
shares at the annual rate of .50 of 1% of the value of each
Fund'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 Fund pursuant to such plan
were as follows:
<TABLE>
<CAPTION>
Prospecutus and
Fund Advertising, statement of
marketing and additional
distribution information Reductions
expenses expenses due to Net Amount paid
payable payable undertakings
<S> <C> <C> <C> <C>
Dreyfus Large
Company
Growth Fund $16,314 $0 $16,314 $0
Dreyfus Large
Company
Value Fund $16,620 $0 $16,620 $0
Dreyfus Small
Company Value
Fund $16,818 $0 $16,818 $0
</TABLE>
As of August 24, 1994, the Company also terminated its
then-existing Shareholder Services Plan, which provided for
payments
to be made to Dreyfus Service Corporation for the provision of
certain services to each Fund's shareholders. For the period
December 29, 1993 (commencement of operations) through August
23,
1994, the amounts charged to each then-existing Fund pursuant to
such plan were as follows:
Fund Amount Charged
Dreyfus Large Company Growth
Fund $8,157
Dreyfus Large Company Value Fund $8,310
Dreyfus Small Company
Value Fund $8,409
REDEMPTION OF SHARES
The following information supplements and should be
read in conjunction with the section in each Fund'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 Company will
initiate payment for shares redeemed pursuant to this Privilege
on the next business day after receipt by the Transfer Agent of
the redemption request in proper form. Redemption proceeds
($1,000 minimum) will be transferred by Federal Reserve wire
only
to the commercial bank account specified by the investor on the
Account Application or Shareholder Services Form, or to a
correspondent bank if the investor's bank is not a member of the
Federal Reserve System. 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 Company has committed
itself to pay in cash all redemption requests by any shareholder
of record of a Fund, limited in amount during any 90-day period
to the lesser of $250,000 or 1% of the value of such Fund'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 Fund to the detriment of the existing
shareholders. In such event, the securities would be valued in
the same manner as the Fund'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 Fund ordinarily utilizes is restricted, or
when an emergency exists as determined by the Securities and
Exchange Commission so that disposal of the Fund's investments
or
determination of its net asset value is not reasonably
practicable, or (c) for such other periods as the Securities and
Exchange Commission by order may permit to protect the Fund's
shareholders.
SHAREHOLDER SERVICES
The following information supplements and should be
read in conjunction with the section in each Fund's Prospectus
entitled "Shareholder Services."
Fund Exchanges. Shares of funds purchased by exchange
will be purchased on the basis of relative net asset value per
share as follows:
A. Exchanges for shares of funds that are
offered without a sales load will be made without a
sales load.
B. Shares of funds purchased without a sales
load may be exchanged for shares of other funds sold
with a sales load, and the applicable sales load
will be deducted.
C. Shares of funds purchased with a sales load
may be exchanged without a sales load for shares
of other funds sold without a sales load.
D. Shares of funds purchased with a sales
load, shares of funds acquired by a previous
exchange from shares purchased with a sales load and
additional shares acquired through
reinvestment of dividends or distributions of any such
funds (collectively referred to herein as
"Purchased Shares") may be exchanged for shares of
other funds sold with a sales load (referred to
herein as "Offered Shares"), provided that, if the
sales load applicable to the Offered Shares
exceeds the maximum sales load that could have been
imposed in connection with the Purchased Shares (at
the time the Purchased Shares were acquired),
without giving effect to any reduced loads, the
difference will be deducted.
To accomplish an exchange under item D above,
shareholders must notify the Transfer Agent of their prior
ownership of fund shares and their account number.
To request an exchange, shareholders 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 a personal retirement plan account,
the shares exchanged must have a current value of at least $100.
Dreyfus Auto-Exchange Privilege. Dreyfus
Auto-Exchange
Privilege permits an investor to purchase, in exchange for
shares
of a Fund, 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
Company 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 Company 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 Fund in
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 ("CDSC")
and the applicable CDSC, if any, will be imposed
upon redemption of such shares.
Corporate Pension/Profit-Sharing and Retirement
Plans.
The Company makes available to corporations a variety of
prototype pension and profit-sharing plans including a 401(k)
Salary Reduction Plan. In addition, the Company makes available
Keogh Plans, IRAs, including SEP-IRAs and IRA "Rollover
Accounts," and 403(b)(7) Plans. Plan support services also are
available.
Investors who wish to purchase Fund shares in
conjunction with a Keogh Plan, a 403(b)(7) Plan or an IRA,
including a SEP-IRA, may request from the Distributor forms for
adoption of such plans.
The entity acting as custodian for Keogh Plans,
403(b)(7) Plans or IRAs may charge a fee, payment of which could
require the liquidation of shares. All fees charged are
described in the appropriate form.
Shares may be purchased in connection with these
plans
only by direct remittance to the entity acting as custodian.
Purchases for these plans may not be made in advance of receipt
of funds.
The minimum initial investment for corporate plans,
Salary Reduction Plans, 403(b)(7) Plans and SEP-IRAs with more
than one participant, is $2,500 with no minimum for subsequent
purchases. The minimum initial investment for Dreyfus-sponsored
Keogh Plans, IRAs, SEP-IRAs and 403(b)(7) Plans with only one
participant, is ordinarily $750, with no minimum for subsequent
purchases. Individuals who open an IRA also may 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 Fund's Prospectus
entitled "How to Buy Shares."
Valuation of Portfolio Securities. Each Fund's
securities, including covered call options written by a Fund,
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 U.S. 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 (and TBC Asset Management with
respect
to Dreyfus Midcap Value Fund and Dreyfus International Value
Fund). Forward currency contracts will be valued at the current
cost of offsetting the contract. If a Fund has to obtain prices
as of the close of trading on various exchanges throughout the
world, the calculation of net asset value may not take place
contemporaneously with the determination of prices of certain of
the Funds' securities. Short-term investments are carried at
amortized cost, which approximates value. Expenses and fees,
including the management fee 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 Fund's shares.
Restricted securities, as well as securities or other
assets for which recent 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 Fund's Prospectus
entitled "Dividends, Distributions and Taxes."
Management of the Company believes that Dreyfus
Large Company Growth Fund, Dreyfus Large Company Value Fund and
Dreyfus Small Company Value Fund have 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"). It is
expected that each other Fund will qualify as a regulated
investment company under the Code. Each Fund intends to
continue
to so qualify if such qualification is in the best interests of
its shareholders. As a regulated investment company, each Fund
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, the Fund must distribute at least 90% of its
net income (consisting of net investment income and net
short-term capital gain) to its shareholders, derive less than
30% of its annual gross income from gain on the sale of
securities held for less than three months, and meet certain
asset diversification and other requirements. Accordingly, each
Fund may be restricted in the selling of securities held for
less
than three months. The Code, however, allows each Fund to net
certain offsetting positions, making it easier for each Fund 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 Fund
for six months or less and has received a capital gain
distribution with respect to such shares, any loss incurred on
the sale of such shares will be treated as long-term capital
loss to the extent of the capital gain distribution received.
Depending upon the composition of a Fund's income,
the entire amount or a portion of the dividends paid by such
Fund 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 Fund distributed to qualifying corporate shareholders will be
eligible for the dividends received deduction only to the extent
that such Fund'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 Fund
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 Fund 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 Fund shares.
A Fund 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 Fund to foreign
countries
(which taxes relate primarily to investment income). A Fund may
make an election under Section 853, provided that more than 50%
of the value of the Fund's total assets at the close of the
taxable year consists of securities in foreign corporations, and
the Fund 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 Fund 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
Fund's taxable year will be treated as sold for their then fair
market value, resulting in additional gain or loss to such Fund
characterized in the manner described above.
Offsetting positions held by a Fund 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 Fund 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 Fund may make one or more elections with
respect to "mixed straddles." Depending on which election is
made, if any, the results to the Fund may differ. If no
election
is made, to the extent the "straddle" and conversion transaction
rules apply to positions established by the Fund, losses
realized
by the Fund 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 Fund invests in an entity that is classified as a
"passive foreign investment company" ("PFIC") for federal income
tax purposes, the operation of certain provisions of the Code
applying to PFICs could result in the imposition of certain
federal income taxes on the Portfolio. In addition, gain
realized from the sale or other disposition of PFIC securities
may be treated as ordinary income under Section 1291 of the
Code.
PORTFOLIO TRANSACTIONS
The Manager assumes general supervision over placing
orders on behalf of the Company for the purchase or sale of
portfolio securities. Allocation of brokerage transactions,
including their frequency, is made in the best judgment of the
Manager (and TBC Asset Management with respect to Dreyfus Small
Company Value Fund, Dreyfus Midcap Value Fund or Dreyfus
International Value Fund) 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 (and TBC Asset Management with respect to Dreyfus
Small Company Value Fund, Dreyfus Midcap Value Fund or Dreyfus
International Value Fund) in serving both the Company 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 (and TBC Asset Management with respect to
Dreyfus Small Company Value Fund, Dreyfus Midcap Value Fund or
Dreyfus International Value Fund) in carrying out its
obligations to the Company.
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. Certain of the Funds' transactions in
securities of foreign issuers may not benefit from the
negotiated
commission rates available to the Funds for transactions in
securities of domestic issuers. When transactions are executed
in the over-the-counter market, each Fund will deal with the
primary market makers unless a more favorable price or execution
otherwise is obtainable. Foreign exchange transactions are made
with banks or institutions in the interbank market at prices
reflecting a mark-up or mark-down and/or commission.
Portfolio turnover may vary from year to year as well
as within a year. It is anticipated that in any fiscal year the
turnover rate of each Fund, other than Dreyfus Aggressive Growth
Fund, may approach the 150% level and that the turnover rate of
Dreyfus Aggressive Growth Fund may exceed 150% annually. In
periods in which extraordinary market conditions prevail, the
Manager will not be deterred from changing a Fund'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 Fund for brokerage commissions, none
of which was paid to the Distributor:
Fund Amount Paid
Dreyfus Large Company Growth
Fund $ 6,813
Dreyfus Large Company Value Fund $14,019
Dreyfus Small Company Value Fund $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 Fund's Prospectus
entitled "Performance Information."
The average annual return for the 1 and 1.__ year
periods ended April 30, 1995 for the then-existing Funds was:
Dreyfus Large Company Growth Fund--____% and ____%,
respectively;
Dreyfus Large Company Value Fund--____% and ____%, respectively;
and Dreyfus Small Company Value Fund--____% and ____%,
respectively. 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.
Total return for the period December 29, 1993
(commencement of operations) through April 30, 1995 for the
then-
existing Funds was: Dreyfus Large Company Growth Fund--____%;
Dreyfus Large Company Value Fund--____%; and Dreyfus Small
Company Value Fund--(___)%. Total return is calculated by
subtracting the amount of the Fund'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 Company may compare a Fund'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 FUNDS
The following information supplements and should be
read in conjunction with the section in each Fund's Prospectus
entitled "General Information."
Each Fund share has one vote and, when issued and
paid
for in accordance with the terms of the offering, is fully paid
and non-assessable. Fund 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 1940 Act provides that any matter
required to be submitted under the provisions of the 1940 Act or
applicable state law or otherwise to the holders of the
outstanding voting securities of an investment company, such as
the Company, 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.
Each 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 Company's custodian. The Shareholder
Services Group, Inc., a subsidiary of First Data Corporation,
P.O. Box 9671, Providence, Rhode Island 02940-9671, is the
Company'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 each Fund or
which securities are to be purchased or sold by a Fund.
Stroock & Stroock & Lavan, 7 Hanover Square, New York,
New York 10004-2696, as counsel for the Company, has rendered
its
opinion as to certain legal matters regarding the due
authorization and valid issuance of the shares being sold
pursuant to each Fund's Prospectus.
Ernst & Young LLP, 787 Seventh Avenue, New York,
New York 10019, independent auditors, have been selected as
auditors of the Company.
APPENDIX
Description of S&P and Moody's ratings:
S&P
Bond Ratings
AAA
Bonds rated AAA have the highest rating assigned
by S&P. Capacity to pay interest and repay principal is
extremely strong.
AA
Bonds rated AA have a very strong capacity to pay
interest and repay principal and differ from the highest rated
issues only in small degree.
A
Bonds rated A have a strong capacity to pay
interest and repay principal although they are somewhat more
susceptible
to the adverse effects of changes in circumstances and economic
conditions than obligations in higher rated categories.
BBB
Bonds rated BBB are regarded as having an adequate
capacity to pay interest and repay principal. Whereas they
normally exhibit adequate protection parameters, adverse
economic
conditions or changing circumstances are more likely to lead to
a
weakened capacity to pay interest and repay principal for bonds
in this category than for bonds in higher rated categories.
BB
Bonds rated BB have less near-term vulnerability to
default than other speculative grade debt. However, they face
major ongoing uncertainties or exposure to adverse business,
financial or economic conditions which could lead to inadequate
capacity to meet timely interest and principal payments.
B
Bonds rated B have a greater vulnerability to
default
but presently have the capacity to meet interest payments and
principal repayments. Adverse business, financial or economic
conditions would likely impair capacity or willingness to pay
interest and repay principal.
CCC
Bonds rated CCC have a current identifiable
vulnerability to default and are dependent upon favorable
business, financial and economic conditions to meet timely
payments of interest and repayment of principal. In the event
of
adverse business, financial or economic conditions, they are not
likely to have the capacity to pay interest and repay principal.
S&P's letter ratings may be modified by the
addition of a plus (+) or a minus (-) sign designation, which is
used to show
relative standing within the major rating categories, except in
the AAA (Prime Grade) category.
Commercial Paper Rating
An S&P commercial paper rating is a current assessment
of the likelihood of timely payment of debt having an original
maturity of no more than 365 days. Issues assigned an A rating
are regarded as having the greatest capacity for timely payment.
Issues in this category are delineated with the numbers 1, 2 and
3 to indicate the relative degree of safety.
A-1
This designation indicates that the degree of safety
regarding timely payment is either overwhelming or very strong.
Those issues determined to possess overwhelming safety
characteristics are denoted with a plus (+) designation.
A-2
Capacity for timely payment on issues with this
designation is strong. However, the relative degree of safety
is not as high as for issues designated A-1.
A-3
Issues carrying this designation have a
satisfactory
capacity for timely payment. They are, however, somewhat more
vulnerable to the adverse effects of changes in circumstances
than obligations carrying the higher designations.
Moody's
Bond Ratings
Aaa
Bonds which are rated Aaa are judged to be of the best
quality. They carry the smallest degree of investment risk and
generally are referred to as "gilt edge." Interest payments are
protected by a large or by an exceptionally stable margin and
principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most
unlikely to impair the fundamentally strong position of such
issues.
Aa
Bonds which are rated Aa are judged to be of high
quality by all standards. Together with the Aaa group they
comprise what generally are known as high grade bonds. They are
rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of
protective
elements may be of greater amplitude or there may be other
elements present which make the long-term risks appear somewhat
larger than in Aaa securities.
A
Bonds which are rated A possess many favorable
investment attributes and are to be considered as upper medium
grade obligations. Factors giving security to principal and
interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the
future.
Baa
Bonds which are rated Baa are considered as medium
grade obligations, i.e., they are neither highly protected nor
poorly secured. Interest payments and principal security appear
adequate for the present but certain protective elements may be
lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment charac-
teristics and in fact have speculative characteristics as well.
Ba
Bonds which are rated Ba are judged to have speculative
elements; their future cannot be considered as well assured.
Often the protection of interest and principal payments may be
very moderate and, therefore, not well safeguarded during both
good and bad times over the future. Uncertainty of position
characterizes bonds in this class.
B
Bonds which are rated B generally lack
characteristics of the desirable investment. Assurance of
interest and principal
payments or of maintenance of other terms of the contract over
any long period of time may be small.
Caa
Bonds which are rated Caa are of poor standing. Such
issues may be in default or there may be present elements of
danger with respect to principal or interest.
Moody's applies the numerical modifiers 1, 2 and 3
to
show relative standing within the major rating categories,
except
in the Aaa category and in the categories below B. The modifier
1 indicates a ranking for the security in the higher end of a
rating category; the modifier 2 indicates a mid-range ranking;
and the modifier 3 indicates a ranking in the lower end of a
rating category.
Commercial Paper Rating
The rating Prime-1 (P-1) is the highest commercial
paper rating assigned by Moody's. Issuers of P-1 paper must
have
a superior capacity for repayment of short-term promissory
obligations, and ordinarily will be evidenced by leading market
positions in well established industries, high rates of return
on
funds employed, conservative capitalization structures with
moderate reliance on debt and ample asset protection, broad
margins in earnings coverage of fixed financial charges and high
internal cash generation, and well established access to a range
of financial markets and assured sources of alternate liquidity.
Issuers (or related supporting institutions) rated
Prime-2 (P-2) have a strong capacity for repayment of short-term
promissory obligations. This ordinarily will be evidenced by
many of the characteristics cited above but to a lesser degree.
Earnings trends and coverage ratios, while sound, will be more
subject to variation. Capitalization characteristics, while
still appropriate, may be more affected by external conditions.
Ample alternate liquidity is maintained.
Issuers (or related supporting institutions) rated
Prime-3 (P-3) have an acceptable capacity for repayment of
short-
term promissory obligations. The effect of industry
characteristics and market composition may be more pronounced.
Variability in earnings and profitability may result in changes
in the level of debt protection measurements and the
requirements for relatively high financial leverage. Adequate
alternate liquidity is maintained.
<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
</TABLE>
<TABLE>
<CAPTION>
---------
CONSUMER NON-DURABLE_5.4%
<S> <C> <C> <C>
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................... 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
</TABLE>
<TABLE>
<CAPTION>
DREYFUS FOCUS FUNDS, INC., Small Company Value Portfolio (continued)
STATEMENT OF INVESTMENTS (CONTINUED) OCTOBER 31, 1994
COMMON STOCKS (CONTINUED) SHARES VALUE
-------- ---------
<S> <C> <C>
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
---------
</TABLE>
<TABLE>
<CAPTION>
DREYFUS FOCUS FUNDS, INC., Small Company Value Portfolio (continued)
STATEMENT OF INVESTMENTS (CONTINUED) OCTOBER 31, 1994
COMMON STOCKS (CONTINUED) SHARES VALUE
---------- ----------
<S> <C> <C>
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
---------
</TABLE>
<TABLE>
<CAPTION>
DREYFUS FOCUS FUNDS, INC., Small Company Value Portfolio (continued)
STATEMENT OF INVESTMENTS (CONTINUED) OCTOBER 31, 1994
COMMON STOCKS (CONTINUED) SHARES VALUE
------- ----------
<S> <C> <C>
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
==========
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL
SHORT-TERM INVESTMENTS_12.5% AMOUNT
------------
<S> <C> <C>
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
===========
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
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 74,100 167,359 239,851
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.
</TABLE>
<TABLE>
<CAPTION>
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
---------- --------- --------- ---------
<S> <C> <C> <C> <C>
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>
<TABLE>
<CAPTION>
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
December 29, 1993 (commencement of operations) to October 31, 1994. This
information has been derived from the Fund's financial statements.
Large Large Small Small
Company Company Company Company
Growth Value Growth Value
PER SHARE DATA: Portfolio Portfolio Portfolio Portfolio
---------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net asset value, beginning of period... $12.50 $12.50 $12.50 $12.50
---------- --------- --------- ---------
Investment Operations:
Investment income_net................. .17 .26 .09 .30
Net realized and unrealized gain (loss)
on investments and foreign currency
transactions......................... .38 (.13) (.32) (.37)
---------- --------- --------- ---------
Total from Investment Operations. .55 .13 (.23) (.07)
---------- --------- --------- ---------
Net asset value, end of period......... $13.05 $12.63 $12.27 $12.43
======= ====== ======= =======
TOTAL INVESTMENT RETURN*................... 4.40% 1.04% (1.84%) (.56%)
RATIOS/SUPPLEMENTAL DATA:
Ratio of operating expenses to average net assets* -- -- -- --
Ratio of dividends on securities sold short to
average net assets*.................. -- -- -- .01%
Ratio of net investment income to average
net assets*.......................... 1.37% 2.08% .79% 2.39%
Decrease reflected in above expense ratios due
to undertaking by the Manager*....... 1.97% 2.01% 1.96% 2.07%
Portfolio Turnover Rate*............... 12.08% 48.35% 25.95% 219.63%
Net Assets, end of period (000's Omitted) $5,281 $5,168 $5,039 $5,166
* Not annualized.
See notes to financial statements.
</TABLE>
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 ("Initia
l 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:
Large Company Growth Portfolio 402,000
Large Company Value Portfolio 402,000
Small Company Value Portfolio 402,000
Small Company Value Portfolio 407,816
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> <S> <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 &
Dreyfus Focus Funds, Inc.
NOTES TO FINANCIAL STATEMENTS (continued)
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> <S> <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> <S> <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> <S> <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> <S> <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> <S> <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 Growth Portfolio 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 to obtain reasonable assurance about whether
the financial statements and financial highlights are free of
material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included
confirmation of securities owned as of 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>
<TABLE>
<CAPTION>
Dreyfus Focus Funds, Inc., Large Company Growth Portfolio
- -----------------------------------------------------------------
Statement of Investments April 30, 1995 (Unaudited)
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>
<TABLE>
<CAPTION>
Dreyfus Focus Funds, Inc., Large Company Growth Portfolio
(continued)
- -----------------------------------------------------------------
- --------
Statement of Investments (continued)
April 30, 1995 (Unaudited)
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>
<TABLE>
<CAPTION>
Dreyfus Focus Funds, Inc., Large Company Value Portfolio
- --------------------------------------------------------------------
Statement of Investments April 30, 1995 (Unaudited)
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>
<TABLE>
<CAPTION>
Dreyfus Focus Funds, Inc., Large Company Value Portfolio
(continued)
- -----------------------------------------------------------------
- ------------
Statement of Investments (continued) April 30, 1995 (Unaudited)
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>
<TABLE>
<CAPTION>
Dreyfus Focus Funds, Inc., Large Company Value Portfolio(continued)
- -----------------------------------------------------------------------------
Statement of Investments (continued) April 30, 1995 (Unaudited)
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>
<TABLE>
<CAPTION>
Dreyfus Focus Funds, Inc., Small Company Growth Portfolio
- ----------------------------------------------------------------------------
Statement of Investments April 30, 1995 (Unaudited)
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>
<TABLE>
<CAPTION>
Dreyfus Focus Funds, Inc., Small Company Growth Portfolio (continued)
- ----------------------------------------------------------------------------
Statement of Investments (continued) April 30, 1995 (Unaudited)
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>
<TABLE>
<CAPTION>
Dreyfus Focus Funds, Inc., Small Company Value Portfolio
- -----------------------------------------------------------------------------
Statement of Investments April 30, 1995 (Unaudited)
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>
<PAGE>
<TABLE>
<CAPTION>
Dreyfus Focus Funds, Inc., Small Company Value Portfolio (continued)
- ----------------------------------------------------------------------------
Statement of Investments (continued) April 30, 1995 (Unaudited)
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>
<TABLE>
<CAPTION>
Dreyfus Focus Funds, Inc., Small Company Value Portfolio
(continued)
- -----------------------------------------------------------------------------
Statement of Investments (continued) April 30, 1995 (Unaudited)
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>
<PAGE>
<TABLE>
<CAPTION>
Dreyfus Focus Funds, Inc., Small Company Value Portfolio (continued)
- --------------------------------------------------------------------------
Statement of Investments (continued) April 30, 1995 (Unaudited)
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......................................... (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>
<TABLE>
<CAPTION>
Dreyfus Focus Funds, Inc., Small Company Value Portfolio
- -----------------------------------------------------------------------------
Statement of Securities Sold Short April 30, 1995 (Unaudited)
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>
<TABLE>
<CAPTION>
Dreyfus Focus Funds, Inc.
- -----------------------------------------------------------------------------
Statement of Assets and Liabilities April 30, 1995 (Unaudited)
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>
<TABLE>
<CAPTION>
Dreyfus Focus Funds, Inc.
- ----------------------------------------------------------------------------
Statement of Operations six months ended April 30, 1995 (Unaudited)
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)
----------- ----------- ----------- -----------
----------- ---------- ----------- -----------
<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.
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
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> <S> <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
<PAGE>
Dreyfus Focus Funds, Inc.
NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued)
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> <S> <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> <S> <C>
Large Company Growth Portfoli $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
(a) Financial Statements:
Included in Part A of the Registration Statement
with respect to each of Dreyfus Large Company Growth
Fund, Dreyfus Large Company Value Fund and Dreyfus
Small Company Value Fund:
Condensed Financial Information for the period
from December 29, 1993 (commencement of operations) to October
31, 1994 and the six-month period from November 1,
1994 to April 30, 1995 (unaudited).
Included in Part B of the Registration Statement:
Statement of Investments -- October 31, 1994.
Statement of Investments -- April 30, 1995 (unaudited).
Statement of Securities Sold Short -- October
31, 1994.
Statement of Securities Sold Short -- April
30, 1995 (unaudited).
Statement of Assets and Liabilities -- October
31, 1994.
Statement of Assets and Liabilities -- April
30, 1995 (unaudited).
Statement of Operations -- for the period from
December 29, 1993 (commencement of
operations) to October 31, 1994.
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
period from December 29, 1993 (commencement of
operations) to October 31, 1994.
Statement of Changes in Net Assets -- for the
six-month period from November 1, 1994 to April 30,
1995 (unaudited).
Notes to Financial Statements.
Report of Ernst & Young LLP, Independent
Auditors, dated December 5, 1994.
(b) Exhibits:
(1)(a) Articles of Incorporation and
Articles of Amendment are incorporated by reference to Exhibit
(1) of Pre-Effective No. 1 to the Registration
Statement on Form N-1A, filed on December 22, 1993.
(b) Articles of Amendment.
(c) Articles Supplementary.
(2) By-Laws, as amended.
(5)(a) Management Agreement.
(5)(b) Sub-Investment Advisory Agreement.
(6) Distribution Agreement.
(8) Amended and Restated Custody Agreement.
(9) Shareholder Services Plan.
(10) Opinion, including consent, of
Stroock & Stroock & Lavan 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
(2)
Number of Record
(1) Holders as of
Title of Class September 11, 1995
Common Stock, par value
$.001 per share
Dreyfus Large Company Growth Fund 14
Dreyfus Large Company Value Fund 22
Dreyfus Small Company Growth Fund 28
Dreyfus Small Company Value Fund 14
Item 27. Indemnification
The Statement as to the general effect of any
contract, arrangements or statute under which a director,
officer, underwriter of 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, underwriter or affiliated person for
its 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 also is made to the Distribution Agreement
filed as Exhibit 6 hereto.
Item 28(a). Business and Other Connections of Investment
Adviser
The Dreyfus Corporation ("Dreyfus") and its
subsidiary companies comprise a financial service organization
whose
business consists primarily of providing investment management
services as the investment adviser, 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
Director investor 29100 Northwestern
Highway--Suite 370
Southfield,
Michigan 48034;
Past Chairman of the
Board of Trustees of
Skillman Foundation;
Member of the Board
of Vintners
International
FRANK V. CAHOUET Chairman of the Board, President and
Director Chief Executive Officer:
Mellon Bank Corporation
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258;
Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258;
Director:
Avery Dennison Corporation
150 North Orange
Grove Boulevard
Pasadena, California 91103;
Saint-Gobain Corporation
750 East
Swedesford Road
Valley Forge, Pennsylvania 19482;
Teledyne, Inc.
1901 Avenue of the Stars
Los Angeles, California 90067
ALVIN E. FRIEDMAN Senior Adviser to Dillon, Read & Co. Inc.
Director 535 Madison Avenue New York, New York
10022;
Director and member
of the Executive
Committee of Avnet,
Inc.**
DAVID B. TRUMAN Educational consultant;
Director Past President of
the Russell Sage Foundation
230 Park Avenue
New York, New York 10017;
Past President of
Mount Holyoke College
South Hadley,
Massachusetts 01075;
Former Director:
Student Loan
Marketing Association
1055 Thomas Jefferson Street, N.W.
Washington, D.C. 20006;
Former Trustee:
College Retirement
Equities Fund
730 Third Avenue
New York, New York 10017
HOWARD STEIN Chairman of the Board:
Chairman of the Board Dreyfus Acquisition Corporation*;
and Chief Executive The Dreyfus Consumer Credit
Officer Corporation*;
Dreyfus Management, Inc.*;
Dreyfus Service Corporation*;
Chairman of the
Board and Chief Executive
Officer:
Major Trading
Corporation*;
Director:
Avnet, Inc.**;
Dreyfus America Fund++++;
The Dreyfus Fund International
Limited+++++;
Dreyfus Partnership Management, Inc.*;
Dreyfus Personal Management, Inc.*;
Dreyfus Precious Metals, Inc.*;
Dreyfus Service Organization, Inc.*;
Seven Six Seven Agency, Inc.*;
World Balanced Fund+++;
Trustee: Corporate Property
Investors
New York, New York
W. KEITH SMITH Chairman and Chief Executive Officer:
Vice Chairman of the Board The Boston Company
One Boston Place
Boston, Massachusetts 02108;
Vice Chairman of the Board:
Mellon Bank Corporation
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258;
Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258;
Director:
Dentsply International, Inc.
570 West College Avenue
York, Pennsylvania 17405
ROBERT E. RILEY Director:
President, Chief Dreyfus Service Corporation*;
Operating Officer and Former Executive Vice President:
a Director Prudential Investment Corporation
751 Board Street
Newark, New Jersey 07102
STEPHEN E. CANTER Former Chairman and Chief Executive
Vice Chairman, Chief Officer:
Investment Officer and Kleinwort Benson Investment Management
a Director Americas Inc.*
LAWRENCE S. KASH Chairman, President and Chief
Vice Chairman--Distribution Executive Officer:
and a Director The Boston Company Advisors, Inc.
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
Vice Chairman-- Investment Officer:
Operations and The Dreyfus Trust Company++;
Administration Chairman of the Board and Chief
and a Director 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
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*
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 Accounting
KATHERINE C. WICKHAM Formerly, Assistant Commissioner:
Vice President-- Department of Parks and Recreation of
Human Resources 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*;
Formerly, Vice President-Financial
Planning, Administration and Tax:
Showtime/The Movie Channel, Inc.
1633 Broadway
New York, New York 10019
MARK N. JACOBS Vice President, Secretary and Director:
Vice President- - Lion Management, Inc.*;
Legal and Secretary Secretary:
The Dreyfus Consumer Credit
Corporation*;
Dreyfus Management, Inc.*;
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
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, Bahamas Islands.
Item 28(b). Business and Other Connections of Sub-Investment
Adviser
Registrant is fulfilling the requirement of this
Item 28(b) to provide a list of the officers and directors of
The Boston Company Asset Management, Inc., sub-investment
adviser
(the "Sub-Adviser") to Dreyfus Midcap Value Fund and Dreyfus
International Value Fund, together with information as to any
other business, profession, vocation or employment of a
substantial nature engaged in by the Sub-Adviser or those of its
officers and directors during the past two years, by
incorporating by reference the information contained in the Form
ADV filed with the SEC pursuant to the Investment Advisers
Act of 1940 by the Sub-Adviser (SEC File No. 801- ).
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. Dreyfus Life and Annuity Index Fund, Inc.
40. Dreyfus Lifetime Portfolios, 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 Short-Intermediate Government Fund
67. Dreyfus Short-Intermediate Municipal Bond
Fund
68. Dreyfus Short-Term Income Fund, Inc.
69. The Dreyfus Socially Responsible Growth
Fund, Inc.
70. Dreyfus Strategic Growth, L.P.
71. Dreyfus Strategic Income
72. Dreyfus Strategic Investing
73. Dreyfus Tax Exempt Cash Management
74. The Dreyfus Third Century Fund, Inc.
75. Dreyfus Treasury Cash Management
76. Dreyfus Treasury Prime Cash Management
77. Dreyfus Variable Investment Fund
78. Dreyfus-Wilshire Target Funds, Inc.
79. Dreyfus Worldwide Dollar Money Market
Fund, Inc.
80. General California Municipal Bond Fund, Inc.
81. General California Municipal Money Market Fund
82. General Government Securities Money Market
Fund, Inc.
83. General Money Market Fund, Inc.
84. General Municipal Bond Fund, Inc.
85. General Municipal Money Market Fund, Inc.
86. General New York Municipal Bond Fund, Inc.
87. General New York Municipal Money Market Fund
88. Pacifica Funds Trust--Pacific American
Money Market Portfolio, Pacific American U.S. Treasury Portfolio
89. Peoples Index Fund, Inc.
90. Peoples S&P MidCap Index Fund, Inc.
91. Premier California Municipal Bond Fund
92. Premier Capital Growth Fund, Inc.
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)
Name and principal
business address Positions and offices with Positions and
Premier Mutual officers with
Fund Services, Inc. Registrant
Marie E. Connolly+ Director, President, Chief
Operating Officer and
Compliance Officer President and
Treasurer
Joseph F. Tower, III+ Senior Vice President,
Treasurer and Chief
Financial Officer Assistant Treasurer
John E. Pelletier+ Senior Vice President,
General Counsel, Secretary
and Clerk Vice President
and Secretary
Frederick C. Dey++ Senior Vice President Vice President
and Assistant
Treasurer
Eric B. Fischman++ Vice President and
Associate General Counsel Vice President
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
Assistant Clerk None
Ruth D. Leibert++ 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, using
financial statements which need not be certified, within four to
six months from the effective date of
Registrant's 1933 Act Registration Statement.
(2) to call a meeting of shareholders for the
purpose of voting upon the question of removal of a director or
directors when requested in writing to do
so by the holders of at least 10% of the Registrant's
outstanding shares of common stock and in connection
with such meeting to comply with the provisions of Section 16(c)
of the Investment Company Act of 1940 relating to shareholder
communications.
(3) to furnish each person to whom a
prospectus is delivered with a copy of the Fund's latest Annual
Report to Shareholders, upon request and without charge.
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 __th day of September, 1995.
DREYFUS FOCUS FUNDS, INC.
(Registrant)
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.
/s/Marie E. Connolly* President (Principal September __, 1995
Marie E. Connolly Executive, Financial
and Accounting Officer and
Treasurer)
/s/Joseph S. DiMartino* Director September __, 1995
Joseph S. DiMartino
/s/John M. Fraser, Jr.* Director September __, 1995
John M. Fraser, Jr.
/s/Ehud Houminer* Director September __, 1995
Ehud Houminer
/s/Gloria Messinger* Director September __, 1995
Gloria Messinger
/s/Eric B. Fischman
* By: Eric B. Fischman,
Attorney-in-Fact
<PAGE>
DREYFUS FOCUS FUNDS, INC.
Post-Effective Amendment No. 5 to
Registration Statement on Form N-1A under
the Securities Act of 1933 and
the Investment Company Act of 1940
EXHIBITS
INDEX TO EXHIBITS
Page
(1)(b) Articles of Amendment. . . . . . . .
(1)(c) Articles Supplementary . . . . . . .
(2) By-Laws, as amended. . . . . . . . .
(5)(a) Management Agreement . . . . . . . .
(5)(b) Sub-Investment Advisory Agreement. .
(6) Distribution Agreement . . . . . . .
(8) Amended and Restated Custody Agreement . .
(9) Shareholder Services Plan. . . . . .. . . .
(11) Consent of Independent Auditors. . . . . .
<PAGE>
EXHIBIT (1)(b)
ARTICLES OF AMENDMENT
DREYFUS FOCUS FUNDS, INC., a Maryland corporation
having its principal office in the State of Maryland at 32 South
Street, Baltimore, Maryland (hereinafter called the
"Corporation"), hereby certifies
to the State Department of Assessments and Taxation of Maryland
that:
FIRST: The charter of the Corporation is hereby amended by
striking Article SECOND of the Articles of Incorporation and
inserting in lieu thereof the following:
"SECOND: The name of the corporation
(hereinafter called the 'corporation') is
Dreyfus Growth and Value Funds, Inc."
SECOND: The charter of the Corporation is hereby
amended further to
redesignate Large Company Growth Portfolio as Dreyfus Large
Company Growth Fund, Large Company Value Portfolio as Dreyfus
Large Company Value Fund, Small Company Value Portfolio as
Dreyfus
Small Company Value Fund and Small Company Growth Portfolio as
Dreyfus Small Company Growth Fund, by striking paragraph (1) of
Article FIFTH of the Articles of Incorporation in its entirety
and inserting in lieu thereof the following:
"FIFTH: (1) The total number of shares of stock
which the corporation has authority to issue is
four hundred million (400,000,000) shares of
Common Stock, all of which are of a par value of
one tenth of one cent ($.001) each, of which one
hundred million (100,000,000) shares are
classified as shares of Dreyfus Large Company
Growth Fund, one hundred million (100,000,000)
shares are classified as shares of Dreyfus Large
Company Value Fund, one hundred million
(100,000,000) shares are classified as shares of
Dreyfus Small Company Growth Fund and one
hundred million (100,000,000) shares are
classified as shares of Dreyfus Small Company
Value Fund."
THIRD: The Corporation is registered as an open-end investment
company under the Investment Company Act of 1940, as amended.
FOURTH: These Articles of Amendment were approved by
at least a majority
of the entire Board of Directors of the Corporation and are
limited to changes expressly permitted by Section 2-605 of
subtitle 6 of Title 2 of the Maryland General Corporation Law to
be made without action by the stockholders of the Corporation.
The Vice President acknowledges these Articles of Amendment
to be the corporate act of the Corporation and states that to
the best of
his knowledge, information and belief the matters and facts set
forth in these Articles with respect to the authorization and
approval of the amendment of the Corporation's charter are true
in all material respects, and that this statement is made under
the penalties of perjury.
IN WITNESS WHEREOF, Dreyfus Focus Funds, Inc. has caused this
instrument to
be signed in its name and on its behalf by its Vice President,
and witnessed by its Assistant Secretary, on the day of
September, 1995.
DREYFUS FOCUS FUNDS, INC.
BY:
Eric B. Fischman,
Vice President
WITNESS:
Ruth D. Leibert,
Assistant Secretary
<PAGE>
EXHIBIT (1)(c)
ARTICLES SUPPLEMENTARY
DREYFUS GROWTH AND VALUE FUNDS, INC., a Maryland corporation
having its principal office in the State of Maryland at 32 South
Street, Baltimore, Maryland (hereinafter called the
"Corporation"), hereby
certifies to the State Department of Assessments and Taxation of
Maryland that:
FIRST: The aggregate number of shares of Common Stock that
the Corporation has authority to issue is increased by six
hundred million
(600,000,000) shares, of which one hundred million (100,000,000)
shares shall be classified as shares of Dreyfus Aggressive
Growth Fund, one hundred million (100,000,000) shares shall be
classified
as shares of Dreyfus Aggressive Value Fund, one hundred million
(100,000,000) shares shall be classified as shares of Dreyfus
Emerging Leaders Fund, one hundred million (100,000,000) shares
shall be classified as shares of Dreyfus International Growth
Fund, one hundred million (100,000,000) shares shall be
classified
as shares of Dreyfus International Value Fund and one hundred
million (100,000,000) shares shall be classified as shares of
Dreyfus Midcap Value Fund.
SECOND: The shares of Common Stock of Dreyfus Aggressive
Growth Fund,
Dreyfus Aggressive Value Fund, Dreyfus Emerging Leaders Fund,
Dreyfus International Growth Fund, Dreyfus International Value
Fund and Dreyfus Midcap Value Fund classified hereby shall have
the preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and
terms and conditions of redemption as set forth in Article FIFTH
of the Corporation's Charter and shall be subject to all
provisions of the Charter relating to stock of the Corporation
generally.
THIRD: Immediately before the increase in the aggregate
number of shares
as set forth in Article FIRST hereof, the Corporation was
authorized to issue four hundred million (400,000,000) shares of
stock, one hundred million (100,000,000) of which were shares of
Dreyfus Large Company Growth Fund Common Stock, one hundred
million (100,000,000) of which were shares of Dreyfus Large
Company Value Fund Common Stock, one hundred million
(100,000,000)
of which were shares of Dreyfus Small Company Growth Fund Common
Stock and one hundred million (100,000,000) of which were shares
of Dreyfus Small Company Value Fund Common Stock all having a
par
value of one tenth of one cent ($.001) each, and an aggregate
par value of four hundred thousand dollars ($400,000).
FOURTH: As hereby increased and classified, the total
number of shares of stock which the Corporation has authority to
issue is one billion
(1,000,000,000) shares, all of which are shares of Common Stock,
with a par value of one tenth of one cent ($.001) per share,
having an aggregate par value of one million dollars
($1,000,000),
of which one hundred million (100,000,000) shares are classified
as shares of Dreyfus Aggressive Growth Fund Common Stock, one
hundred million (100,000,000) shares are classified as shares of
Dreyfus Aggressive Value Fund Common Stock, one hundred million
(100,000,000) shares are classified shares of Dreyfus Emerging
Leaders Fund Common Stock, one hundred million (100,000,000)
shares are classified as shares of Dreyfus International Growth
Fund Common Stock, one hundred million (100,000,000) shares are
classified as shares of Dreyfus International Value Fund Common
Stock, one hundred million (100,000,000) shares are classified
as
shares of Dreyfus Large Company Growth Fund Common Stock, one
hundred million (100,000,000) shares are classified as shares of
Dreyfus Large Company Value Fund Common Stock, one hundred
million
(100,000,000) shares are classified as shares of Dreyfus Midcap
Value Fund Common Stock, one hundred million (100,000,000)
shares
are classified as shares of Dreyfus Small Company Growth Fund
Common Stock and one hundred million (100,000,000) shares are
classified as shares of Dreyfus Small Company Value Fund Common
Stock.
FIFTH: The Corporation is registered as an open-end
investment company under the Investment Company Act of 1940, as
amended.
SIXTH: The Board of Directors of the Corporation increased
the total number
of shares of capital stock that the Corporation has authority to
issue pursuant to Section 2-105(c) of the Maryland General
Corporation Law and classified the increased shares pursuant to
authority provided in the Corporation's Charter.
The undersigned Vice President acknowledges these Articles
Supplementary to be the corporate act of the Corporation and
states that to the best of his knowledge, information and
belief,
the matters and facts with respect to authorization and approval
set forth in these Articles are true in all material respects
and that this statement is made under penalties of perjury.
IN WITNESS WHEREOF, Dreyfus Growth and Value Funds, Inc.
has caused these Articles Supplementary to be signed in its name
and on its behalf by its Vice President and witnessed by its
Assistant Secretary on September , 1995.
DREYFUS GROWTH AND VALUE FUNDS, INC.
By:
Eric B. Fischman,
Vice President
Witness:
Ruth D. Leibert,
Assistant Secretary
<PAGE>
EXHIBIT (2)
BY-LAWS OF
DREYFUS GROWTH AND VALUE FUNDS, INC.
(A Maryland Corporation)
ARTICLE I
STOCKHOLDERS
1. CERTIFICATES REPRESENTING STOCK. Certificates
representing shares of stock shall set forth thereon the
statements prescribed by Section 2-211 of the Maryland General
Corporation Law ("General Corporation Law") and by any other
applicable provision of law and shall be signed by the Chairman
of the Board or the President or a Vice President and
countersigned by the Secretary or an Assistant Secretary or the
Treasurer or an
Assistant Treasurer and may be sealed with the corporate seal.
The signatures of any such officers may be either manual or
facsimile signatures and the corporate seal may be either
facsimile or any other form of seal. In case any such officer
who has signed manually or by facsimile any such certificate
ceases to be such officer before the certificate is issued, it
nevertheless
may be issued by the corporation with the same effect as if the
officer had not ceased to be such officer as of the date of its
issue.
No certificate representing shares of stock shall
be issued for any share of stock until such share is fully paid,
except as otherwise authorized in Section 2-206 of the General
Corporation Law.
The corporation may issue a new certificate of
stock in place of any certificate theretofore issued by it,
alleged to have
been lost, stolen or destroyed, and the Board of Directors may
require, in its discretion, the owner of any such certificate or
his legal representative to give bond, with sufficient surety,
to the corporation to indemnify it against any loss or claim
that may arise by reason of the issuance of a new certificate.
2. SHARE TRANSFERS. Upon compliance with
provisions restricting the transferability of shares of stock,
if any,
transfers of shares of stock of the corporation shall be made
only on the stock transfer books of the corporation by the
record holder thereof or by his attorney thereunto authorized by
power of
attorney duly executed and filed with the Secretary of the
corporation or with a transfer agent or a registrar, if any, and
on surrender of the certificate or certificates for such shares
of stock properly endorsed and the payment of all taxes due
thereon.
3. RECORD DATE FOR STOCKHOLDERS. The Board of
Directors may fix, in advance, a date as the record date for the
purpose of determining stockholders entitled to notice of, or to
vote at, any meeting of stockholders, or stockholders entitled
to
receive payment of any dividend or the allotment of any rights
or in order to make a determination of stockholders for any
other
proper purpose. Such date, in any case, shall be not more than
90 days, and in case of a meeting of stockholders not less than
10 days, prior to the date on which the meeting or particular
action requiring such determination of stockholders is to be
held
or taken. In lieu of fixing a record date, the Board of
Directors
may provide that the stock transfer books shall be closed for a
stated period but not to exceed 20 days. If the stock transfer
books are closed for the purpose of determining stockholders
entitled to notice of, or to vote at, a meeting of stockholders,
such books shall be closed for at least 10 days immediately
preceding such meeting. If no record date is fixed and the
stock
transfer books are not closed for the determination of stock-
holders: (1) The record date for the determination of stock-
holders entitled to notice of, or to vote at, a meeting of
stockholders shall be at the close of business on the day on
which
the notice of meeting is mailed or the day 30 days before the
meeting, whichever is the closer date to the meeting; and (2)
The
record date for the determination of stockholders entitled to
receive payment of a dividend or an allotment of any rights
shall
be at the close of business on the day on which the resolution
of the Board of Directors declaring the dividend or allotment of
rights is adopted, provided that the payment or allotment date
shall not be more than 60 days after the date on which the
resolution is adopted.
4. MEANING OF CERTAIN TERMS. As used herein in
respect of the right to notice of a meeting of stockholders or a
waiver thereof or to participate or vote thereat or to consent
or
dissent in writing in lieu of a meeting, as the case may be, the
term "share of stock" or "shares of stock" or "stockholder" or
"stockholders" refers to an outstanding share or shares of stock
and to a holder or holders of record of outstanding shares of
stock when the corporation is authorized to issue only one class
of shares of stock and said reference also is intended to
include
any outstanding share or shares of stock and any holder or
holders
of record of outstanding shares of stock of any class or series
upon which or upon whom the Charter confers such rights where
there are two or more classes or series of shares or upon which
or upon whom the General Corporation Law confers such rights
notwithstanding that the Charter may provide for more than one
class or series of shares of stock, one or more of which are
limited or denied such rights thereunder.
5. STOCKHOLDER MEETINGS.
- - ANNUAL MEETINGS. If a meeting of the stockholders of
the corporation is required by the Investment Company Act of
1940, as amended, to elect the directors, then there shall be
submitted
to the stockholders at such meeting the question of the election
of directors, and a meeting called for that purpose shall be
designated the annual meeting of stockholders for that year. In
other years in which no action by stockholders is required for
the aforesaid election of directors, no annual meeting need be
held.
- - SPECIAL MEETINGS. Special stockholder meetings
for any purpose may be called by the Board of Directors or the
President and shall be called by the Secretary for the purpose
of removing a Director and for all other purposes whenever the
holders of shares entitled to at least ten percent of all the
votes entitled to be cast at such meeting shall make a duly
authorized request that such meeting be called. Such request
shall state the purpose of such meeting and the matters proposed
to be acted on thereat, and no other business shall be
transacted
at any such special meeting. Notwithstanding the foregoing,
unless requested by stockholders entitled to cast a majority of
the votes entitled to be cast at the meeting, a special meeting
of the stockholders need not be called at the request of
stockholders to consider any matter that is substantially the
same as a matter
voted on at any special meeting of the stockholders held during
the preceding twelve (12) months.
- - PLACE AND TIME. Stockholder meetings shall be held
at such place, either within the State of Maryland or at such
other place within the United States, and at such date or dates
as the directors from time to time may fix.
- - NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE.
Written or printed notice of all meetings shall be given by the
Secretary and shall state the time and place of the meeting.
The
notice of a special meeting shall state in all instances the
purpose or purposes for which the meeting is called. Written or
printed notice of any meeting shall be given to each stockholder
either by mail or by presenting it to him personally or by
leaving
it at his residence or usual place of business not less than ten
days and not more than ninety days before the date of the
meeting,
unless any provisions of the General Corporation Law shall
prescribe a different elapsed period of time, to each
stockholder
at his address appearing on the books of the corporation or the
address supplied by him for the purpose of notice. If mailed,
notice shall be deemed to be given when deposited in the United
States mail addressed to the stockholder at his post office
address as it appears on the records of the corporation with
postage thereon prepaid. Whenever any notice of the time, place
or purpose of any meeting of stockholders is required to be
given
under the provisions of these by-laws or of the General Corpora-
tion Law, a waiver thereof in writing, signed by the stockholder
and filed with the records of the meeting, whether before or
after the holding thereof, or actual attendance or
representation at the
meeting shall be deemed equivalent to the giving of such notice
to such stockholder. The foregoing requirements of notice also
shall apply, whenever the corporation shall have any class of
stock which is not entitled to vote, to holders of stock who are
not entitled to vote at the meeting, but who are entitled to
notice thereof and to dissent from any action taken thereat.
- - STATEMENT OF AFFAIRS. The President of the corpora-
tion or, if the Board of Directors shall determine otherwise,
some other executive officer thereof, shall prepare or cause to
be prepared annually a full and correct statement of the affairs
of the corporation, including a balance sheet and a financial
statement of operations for the preceding fiscal year, which
shall be filed at the principal office of the corporation in the
State of Maryland.
- - QUORUM. At any meeting of stockholders, the presence
in person or by proxy of stockholders entitled to cast one-third
of the votes thereat shall constitute a quorum. In the absence
of
a quorum, the stockholders present in person or by proxy, by
majority vote and without notice other than by announcement, may
adjourn the meeting from time to time, but not for a period
exceeding 120 days after the original record date until a quorum
shall attend.
- - ADJOURNED MEETINGS. A meeting of stockholders
convened on the date for which it was called (including one
adjourned to achieve a quorum as provided in the paragraph
above) may be adjourned from time to time without further notice
to a date not more than 120 days after the original record date,
and any business may be transacted at any adjourned meeting
which could have been transacted at the meeting as originally
called.
- - CONDUCT OF MEETING. Meetings of the stockholders
shall be presided over by one of the following officers in the
order of seniority and if present and acting: the President,
the Chairman of the Board, a Vice President or, if none of the
foregoing is in office and present and acting, by a chairman to
be chosen by the stockholders. The Secretary of the corporation
or, in his absence, an Assistant Secretary, shall act as
secretary of
every meeting, but if neither the Secretary nor an Assistant
Secretary is present the chairman of the meeting shall appoint a
secretary of the meeting.
- - PROXY REPRESENTATION. Every stockholder may authorize
another person or persons to act for him by proxy in all
matters in which a stockholder is entitled to participate,
whether
for the purposes of determining his presence at a meeting, or
whether by waiving notice of any meeting, voting or
participating
at a meeting, expressing consent or dissent without a meeting or
otherwise. Every proxy shall be executed in writing by the
stockholder or by his duly authorized attorney-in-fact and filed
with the Secretary of the corporation. No unrevoked proxy shall
be valid after eleven months from the date of its execution,
unless a longer time is expressly provided therein.
- - INSPECTORS OF ELECTION. The directors, in advance of
any meeting, may, but need not, appoint one or more inspectors
to act at the meeting or any adjournment thereof. If an
inspector or
inspectors are not appointed, the person presiding at the
meeting
may, but need not, appoint one or more inspectors. In case any
person who may be appointed as an inspector fails to appear or
act, the vacancy may be filled by appointment made by the direc-
tors in advance of the meeting or at the meeting by the person
presiding thereat. Each inspector, if any, before entering upon
the discharge of his duties, shall take and sign an oath to
execute faithfully the duties of inspector at such meeting with
strict impartiality and according to the best of his ability.
The inspectors, if any, shall determine the number of shares
outstanding and the voting power of each, the shares represented
at the meeting, the existence of a quorum and the validity and
effect of
proxies, and shall receive votes, ballots or consents, hear and
determine all challenges and questions arising in connection
with
the right to vote, count and tabulate all votes, ballots or
consents, determine the result and do such acts as are proper to
conduct the election or vote with fairness to all stockholders.
On request of the person presiding at the meeting or any stock-
holder, the inspector or inspectors, if any, shall make a report
in writing of any challenge, question or matter determined by
him or them and execute a certificate of any fact found by him
or them.
- - VOTING. Each share of stock shall entitle the
holder thereof to one vote, except in the election of directors,
at which each said vote may be cast for as many persons as there
are directors to be elected. Except for election of directors,
a majority of the votes cast at a meeting of stockholders, duly
called and at
which a quorum is present, shall be sufficient to take or
authorize action upon any matter which may come before a
meeting,
unless more than a majority of votes cast is required by the
corporation's Articles of Incorporation. A plurality of all the
votes cast at a meeting at which a quorum is present shall be
sufficient to elect a director.
6. INFORMAL ACTION. Any action required or permitted
to be taken at a meeting of stockholders may be taken without a
meeting if a consent in writing, setting forth such action, is
signed by all the stockholders entitled to vote on the subject
matter thereof and any other stockholders entitled to notice of
a meeting of stockholders (but not to vote thereat) have waived
in writing any rights which they may have to dissent from such
action and such consent and waiver are filed with the records of
the corporation.
ARTICLE II
BOARD OF DIRECTORS
1. FUNCTIONS AND DEFINITION. The business and affairs
of the corporation shall be managed under the direction of a
Board of Directors. The use of the phrase "entire board" herein
refers to the total number of directors which the corporation
would have if there were no vacancies.
2. QUALIFICATIONS AND NUMBER. Each director shall be a
natural person of full age. A director need not be a
stockholder,
a citizen of the United States or a resident of the State of
Maryland. The initial Board of Directors shall consist of one
person. Thereafter, the number of directors constituting the
entire board shall never be less than three or the number of
stockholders, whichever is less. At any regular meeting or at
any special meeting called for that purpose, a majority of the
entire
Board of Directors may increase or decrease the number of direc-
tors, provided that the number thereof shall never be less than
three or the number of stockholders, whichever is less, nor more
than twelve and further provided that the tenure of office of a
director shall not be affected by any decrease in the number of
directors.
3. ELECTION AND TERM. The first Board of Directors
shall consist of the director named in the Articles of
Incorporation and shall hold office until the first meeting of
stockholders
or until his successor has been elected and qualified.
Thereafter, directors who are elected at a meeting of
stockholders, and directors who are elected in the interim to
fill
vacancies and newly created directorships, shall hold office
until
their successors have been elected and qualified. Newly created
directorships and any vacancies in the Board of Directors, other
than vacancies resulting from the removal of directors by the
stockholders, may be filled by the Board of Directors, subject
to the provisions of the Investment Company Act of 1940. Newly
created directorships filled by the Board of Directors shall be
by action of a majority of the entire Board of Directors then in
office. All vacancies to be filled by the Board of Directors
may be filled by a majority of the remaining members of the
Board of Directors, although such majority is less than a quorum
thereof.
4. MEETINGS.
- - TIME. Meetings shall be held at such time as the
Board shall fix, except that the first meeting of a newly
elected Board shall be held as soon after its election as the
directors conveniently may assemble.
- - PLACE. Meetings shall be held at such place
within or without the State of Maryland as shall be fixed by the
Board.
- - CALL. No call shall be required for regular meetings
for which the time and place have been fixed. Special meetings
may be called by or at the direction of the President or of a
majority of the directors in office.
- - NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Whenever
any notice of the time, place or purpose of any meeting of
directors or any committee thereof is required to be given under
the provisions of the General Corporation Law or of these
by-laws, a waiver thereof in writing, signed by the director or
committee member entitled to such notice and filed with the
records of the
meeting, whether before or after the holding thereof, or actual
attendance at the meeting shall be deemed equivalent to the
giving of such notice to such director or such committee member.
- - QUORUM AND ACTION. A majority of the entire Board of
Directors shall constitute a quorum except when a vacancy or
vacancies prevents such majority, whereupon a majority of the
directors in office shall constitute a quorum, provided such
majority shall constitute at least one-third of the entire Board
and, in no event, less than two directors. A majority of the
directors present, whether or not a quorum is present, may
adjourn
a meeting to another time and place. Except as otherwise
specifically provided by the Articles of Incorporation, the
General Corporation Law or these by-laws, the action of a
majority
of the directors present at a meeting at which a quorum is
present shall be the action of the Board of Directors.
- - CHAIRMAN OF THE MEETING. The Chairman of the Board,
if any and if present and acting, or the President or any other
director chosen by the Board, shall preside at all meetings.
5. REMOVAL OF DIRECTORS. Any or all of the directors may be
removed for cause or without cause by the stockholders, who
may elect a successor or successors to fill any resulting
vacancy or vacancies for the unexpired term of the removed
director or directors.
6. COMMITTEES. The Board of Directors may appoint from
among its members an Executive Committee and other committees
composed of two or more directors and may delegate to such
committee or committees, in the intervals between meetings of
the Board of Directors, any or all of the powers of the Board of
Directors in the management of the business and affairs of the
corporation, except the power to amend the by-laws, to approve
any
consolidation, merger, share exchange or transfer of assets, to
declare dividends, to issue stock (except to the extent
permitted
by law) or to recommend to stockholders any action requiring the
stockholders' approval. In the absence of any member of any
such committee, the members thereof present at any meeting,
whether or
not they constitute a quorum, may appoint a member of the Board
of Directors to act in the place of such absent member.
7. INFORMAL ACTION. Any action required or permitted
to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if a written
consent to such action is signed by all members of the Board of
Directors or any such committee, as the case may be, and such
written consent is filed with the minutes of the proceedings of
the Board or any such committee.
Members of the Board of Directors or any committee
designated thereby may participate in a meeting of such Board or
committee by means of a conference telephone or similar
communications equipment by means of which all persons
participating in the
meeting can hear each other at the same time. Participation by
such means shall constitute presence in person at a meeting.
ARTICLE III
OFFICERS
The corporation may have a Chairman of the Board and
shall have a President, a Secretary and a Treasurer, who shall
be elected by the Board of Directors, and may have such other
officers, assistant officers and agents as the Board of
Directors
shall authorize from time to time. Any two or more offices,
except those of President and Vice President, may be held by the
same person, but no person shall execute, acknowledge or verify
any instrument in more than one capacity, if such instrument is
required by law to be executed, acknowledged or verified by two
or more officers.
Any officer or agent may be removed by the Board of
Directors whenever, in its judgment, the best interests of the
corporation will be served thereby.
ARTICLE IV
PRINCIPAL OFFICE - RESIDENT AGENT - STOCK LEDGER
The address of the principal office of the
corporation in the State of Maryland prescribed by the General
Corporation Law
is 32 South Street, c/o The Corporation Trust Incorporated,
Baltimore, Maryland 21202. The name and address of the resident
agent in the State of Maryland prescribed by the General
Corporation Law are: The Corporation Trust Incorporated, 32
South Street, Baltimore, Maryland 21202.
The corporation shall maintain, at its principal
office in the State of Maryland prescribed by the General
Corporation Law
or at the business office or an agency of the corporation, an
original or duplicate stock ledger containing the names and ad-
dresses of all stockholders and the number of shares of each
class
held by each stockholder. Such stock ledger may be in written
form or any other form capable of being converted into written
form within a reasonable time for visual inspection.
The corporation shall keep at said principal office in
the State of Maryland the original or a certified copy of the
by-laws, including all amendments thereto, and shall duly file
thereat the annual statement of affairs of the corporation
prescribed by Section 2-313 of the General Corporation Law.
ARTICLE V
CORPORATE SEAL
The corporate seal shall have inscribed thereon the name
of the corporation and shall be in such form and contain such
other words and/or figures as the Board of Directors shall
determine or the law require.
ARTICLE VI
FISCAL YEAR
The fiscal year of the corporation or any series thereof
shall be fixed, and shall be subject to change, by the Board of
Directors.
ARTICLE VII
CONTROL OVER BY-LAWS
The power to make, alter, amend and repeal the
by-laws is vested exclusively in the Board of Directors of the
corporation.
ARTICLE VIII
INDEMNIFICATION
1. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The
corporation shall indemnify its directors to the fullest extent
that indemnification of directors is permitted by the law. The
corporation shall indemnify its officers to the same extent as
its
directors and to such further extent as is consistent with law.
The corporation shall indemnify its directors and officers who
while serving as directors or officers also serve at the request
of the corporation as a director, officer, partner, trustee,
employee, agent or fiduciary of another corporation,
partnership,
joint venture, trust, other enterprise or employee benefit plan
to the same extent as its directors and, in the case of
officers, to
such further extent as is consistent with law. The indemnifica-
tion and other rights provided by this Article shall continue as
to a person who has ceased to be a director or officer and shall
inure to the benefit of the heirs, executors and administrators
of
such a person. This Article shall not protect any such person
against any liability to the corporation or any stockholder
thereof to which such person would otherwise be subject by
reason
of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office
("disabling conduct").
2. ADVANCES. Any current or former director or officer
of the corporation seeking indemnification within the scope of
this Article shall be entitled to advances from the corporation
for payment of the reasonable expenses incurred by him in con-
nection with the matter as to which he is seeking
indemnification
in the manner and to the fullest extent permissible under the
General Corporation Law. The person seeking indemnification
shall
provide to the corporation a written affirmation of his good
faith belief that the standard of conduct necessary for
indemnification
by the corporation has been met and a written undertaking to
repay
any such advance if it should ultimately be determined that the
standard of conduct has not been met. In addition, at least one
of the following additional conditions shall be met: (a) the
person seeking indemnification shall provide a security in form
and amount acceptable to the corporation for his undertaking;
(b) the corporation is insured against losses arising by reason
of
the advance; or (c) a majority of a quorum of directors of the
corporation who are neither "interested persons" as defined in
Section 2(a)(19) of the Investment Company Act of 1940, as
amended, nor parties to the proceeding ("disinterested non-party
directors"), or independent legal counsel, in a written opinion,
shall have determined, based on a review of facts readily avail-
able to the corporation at the time the advance is proposed to
be
made, that there is reason to believe that the person seeking
indemnification will ultimately be found to be entitled to
indemnification.
3. PROCEDURE. At the request of any person claiming
indemnification under this Article, the Board of Directors shall
determine, or cause to be determined, in a manner consistent
with
the General Corporation Law, whether the standards required by
this Article have been met. Indemnification shall be made only
following: (a) a final decision on the merits by a court or
other
body before whom the proceeding was brought that the person to
be indemnified was not liable by reason of disabling conduct or
(b) in the absence of such a decision, a reasonable
determination,
based upon a review of the facts, that the person to be
indemnified was not liable by reason of disabling conduct by
(i) the vote of a majority of a quorum of disinterested
non-party directors or (ii) an independent legal counsel in a
written opinion.
4. INDEMNIFICATION OF EMPLOYEES AND AGENTS. Employees
and agents who are not officers or directors of the corporation
may be indemnified, and reasonable expenses may be advanced to
such employees or agents, as may be provided by action of the
Board of Directors or by contract, subject to any limitations
imposed by the Investment Company Act of 1940, as amended.
5. OTHER RIGHTS. The Board of Directors may make
further provision consistent with law for indemnification and
advance of expenses to directors, officers, employees and agents
by resolution, agreement or otherwise. The indemnification
provided by this Article shall not be deemed exclusive of any
other right, with respect to indemnification or otherwise, to
which those seeking indemnification may be entitled under any
insurance or other agreement or resolution of stockholders or
disinterested non-party directors or otherwise.
6. AMENDMENTS. References in this Article are to
the General Corporation Law and to the Investment Company Act of
1940 as from time to time amended. No amendment of the by-laws
shall
affect any right of any person under this Article based on any
event, omission or proceeding prior to the amendment.
Dated: November 16, 1993
Amended: September 14, 1995
<PAGE>
EXHIBIT (5)(a)
MANAGEMENT AGREEMENT
DREYFUS GROWTH AND VALUE FUNDS, INC.
200 Park Avenue
New York, New York 10166
August 24, 1994
As Amended,
September 14, 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 the relevant Series' Prospectus and its 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. We have discussed and concur in your
employing on
this basis each sub-adviser named on Schedule 1 hereto to act as
the Fund's sub-investment adviser (the "Sub-Investment Adviser")
with respect to the Series indicated on Schedule 1 hereto (the
"Sub-Advised Series") to provide day-to-day management of the
Sub-Advised Series' investments.
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 Series' Prospectus and
its 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, or, with respect to the Sub-Advised Series,
supervise, a continuous program of investment, evaluation and,
if
appropriate, sale and reinvestment of the 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
neither
you nor the Sub-Investment Adviser shall 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 or the
Sub-Investment
Adviser 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, or
to
which the Sub-Investment Adviser would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence in
the performance of its duties under its Sub-Investment Advisory
Agreement with you or by reason of its reckless disregard of its
obligations and duties under said Agreement.
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 Series' then-
current Prospectus and its then-current Statement of Additional
Information. The fee for the period from the date of the
commencement of the public sale of a Series' shares to the end
of
the month during which such sale shall have been commenced shall
be pro-rated according to the proportion which such period bears
to the full monthly period, and 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 Agreement.
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 and
will pay all fees of the Sub-Investment Adviser in connection
with its duties in respect of the Fund. All other expenses to
be incurred in the
operation of the Fund (other than those borne by the Sub-
Investment Adviser) 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 officers, directors, employees or holders of 5% or
more of
the outstanding voting securities of you or the Sub-Investment
Adviser or any affiliate of you or the Sub-Investment Adviser,
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 hereunder. 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 and the Sub-
Investment Adviser now act, and that from time to time hereafter
you or the Sub-Investment Adviser 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 and the
Sub-Investment Adviser's 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 such companies or
accounts which have available funds for investment, the
available
securities will be allocated in a manner believed 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.
Neither you nor the Sub-Investment Adviser
shall 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 and, in the
case of the Sub-Investment Adviser, for a loss resulting from
willful
misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard by it of
its obligations and duties under its Sub-Investment Advisory
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.
The Fund is agreeing to the provisions of this
Agreement that limit the Sub-Investment Adviser's liability and
other provisions relating to the Sub-Investment Adviser so as to
induce the Sub-Investment Adviser to enter into its
Sub-Investment
Advisory Agreement with you and to perform its obligations
thereunder. The Sub-Investment Adviser is expressly made a
third
party beneficiary of this Agreement with rights as respects the
Sub-Advised Series to the same extent as if it had been a party
hereto.
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:_______________________________
SCHEDULE 1
Name of Series Annual
Fee as a
Percentage
of Average
Daily Net
Assets Reapproval Date Reapproval Day
Dreyfus Aggressive
Growth Fund .75 March 30, 1997 March 30
Dreyfus Aggressive
Value Fund .75 March 30, 1997 March 30
Dreyfus Emerging
Leaders Fund .90 March 30, 1997 March 30
Dreyfus International
Growth Fund 1.00 March 30, 1997 March 30
Dreyfus International
Value Fund* 1.00 March 30, 1997 March 30
Dreyfus Large Company
Growth Fund .75 March 30, 1996 March 30
Dreyfus Large Company
Value Fund .75 March 30, 1996 March 30
Dreyfus Midcap Value
Fund* .75 March 30, 1997 March 30
Dreyfus Small Company
Growth Fund .75 March 30, 1997 March 30
Dreyfus Small Company
Value Fund* .75 March 30, 1996 March 30
* The Dreyfus Corporation has employed The
Boston Company Asset Management, Inc. to act as
sub-investment adviser.
<PAGE>
EXHIBIT (5)(b)
SUB-INVESTMENT ADVISORY AGREEMENT
THE DREYFUS CORPORATION
200 Park Avenue
New York, New York 10166
September 14, 1995
The Boston Company Asset
Management, Inc.
One Boston Place
Boston, MA 02108-4402
Dear Sirs:
As you are aware, each series of Dreyfus
Growth and Value Funds, Inc. (the "Fund") named on Schedule 1
hereto, as such
Schedule may be revised from time to time (each, a "Series"),
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 the
relevant
Series' Prospectus and its 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
employs The Dreyfus Corporation (the "Adviser") to act as its
investment adviser pursuant to a written agreement (the
"Management Agreement"), a copy of which has been furnished to
you. The Adviser desires to employ you to act as each Series'
sub-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
Adviser, you will provide investment management of each Series'
portfolio in accordance with such Series' investment objectives
and policies as stated in the Series' Prospectus and the
Statement
of Additional Information as from time to time in effect. In
connection therewith, you will supervise the Series' investments
and conduct a continuous program of investment, evaluation and,
if
appropriate, sale and reinvestment of the Series' assets. You
will furnish to the Adviser or the Fund such statistical
information, with respect to the investments which a Series may
hold or contemplate purchasing, as the Adviser or the Fund may
reasonably request. The Fund and the Adviser wish to be
informed of important developments materially affecting a
Series' portfolio
and shall expect you, on your own initiative, to furnish to the
Fund or the Adviser from time to time such information as you
may believe appropriate for this purpose.
You shall exercise your best judgment in rendering
the services to be provided hereunder, and the Adviser 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 or the Adviser,
provided that nothing herein shall be deemed to protect or
purport
to protect you against any liability to the Adviser, 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 Adviser will pay you, on the first business
day of each month, out of the management fee it receives and
only to the extent thereof, a fee calculated daily and paid
monthly 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 relevant Series' then-
current Prospectus and Statement of Additional Information. The
fee for the period from the date you begin to actively manage
the
assets of the Series to the end of such month shall be pro-rated
according to the proportion which such period bears to the full
monthly period, and 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 within 10 business
days of date of termination of this Agreement.
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 (other than
those borne by the Adviser) 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 officers, directors, employees or holders of 5% or
more of the outstanding voting securities of you or the Adviser
or any affiliate of you or the Adviser, 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 the
Fund's Management 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 Adviser may deduct from the fees to be paid
hereunder,
or you will bear such excess expense on a pro-rata basis with
the
Adviser, in the proportion ("Your Proportion") that the sub-
advisory fee payable to you pursuant to this Agreement bears to
the fee payable to the Adviser pursuant to the Management
Agreement, to the extent required by state law. As to each
Series, if the Adviser, after notice to you, waives, for any
other
reason, or fails to receive any portion of its fees with respect
to such Series under the Management Agreement, your fee under
this
Agreement shall be reduced by Your Proportion of the amount
which
the Adviser shall have waived or not received. 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 Adviser 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 Adviser has no objection to your so
acting, provided that when 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 services 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 or the
Adviser 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,
as amended) 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 (i) by the Adviser upon 60 days'
notice
to you, (ii) by the Fund's Board or by vote of the holders of a
majority of such Series' shares upon 60 days' notice to you, or
(iii) by you upon not less than 60 days' notice to the Fund and
the Adviser. This Agreement also will terminate automatically,
as to the relevant Series, in the event of its assignment (as
defined in said Act). In addition, notwithstanding anything
herein to the
contrary, if the Management Agreement terminates for any reason,
this Agreement shall terminate effective upon the date the
Management Agreement terminates.
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,
THE DREYFUS CORPORATION
By:_________________________
Accepted:
THE BOSTON COMPANY ASSET
MANAGEMENT, INC.
By:__________________________
<PAGE>
SCHEDULE 1
Name of Series Annual
Fee as a
Percentage
of Average
Daily
Net Assets Reapproval Date Reapproval Day
Dreyfus International
Value Fund .50 March 30, 1997 March 30
Dreyfus Midcap Value Fund .375 March 30, 1997 March 30
Dreyfus Small Company
Value Fund .375 March 30, 1997 March 30
<PAGE>
EXHIBIT (6)
DISTRIBUTION AGREEMENT
DREYFUS GROWTH AND VALUE FUNDS, INC.
200 Park Avenue
New York, New York 10166
August 24, 1994
As Amended, September 14, 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
agreements 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 prospectuses 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 Series' prospectuses and
statement
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
Securities 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
thereunder.
As used in this agreement the terms "registration statement" 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 prospec-
tus, 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 amendment 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 Securities
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 therewith) which
you,
your officers and directors, or any such controlling 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 regis-
tration 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 controlling 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
controls the Fund within the meaning of Section 15 of the
Securities 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 therewith) 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 prospectus, 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
amendments 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 relevant Series'
prospectus or the Fund's 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 Fund's
registration statement or a Series' 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 Fund's registration
statement or a Series' prospectus 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 Fund's registration statement or a Series'
prospectus then in effect or which requires the making of a
change in such registration 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 relevant Series' then-current
prospectus, which shall be the percentage of the offering price
of such Shares as set forth in the Series' 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 relevant Series' 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 Series'
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:________________________
pg
EXHIBIT A
Name of Series Reapproval Date Reapproval Day
Dreyfus Aggressive
Growth Fund March 30, 1997 March 30
Dreyfus Aggressive
Value Fund March 30, 1997 March 30
Dreyfus Emerging
Leaders Fund March 30, 1997 March 30
Dreyfus International
Growth Fund March 30, 1997 March 30
Dreyfus International
Value Fund March 30, 1997 March 30
Dreyfus Large Company
Growth Fund March 30, 1996 March 30
Dreyfus Large Company
Value Fund March 30, 1996 March 30
Dreyfus Midcap Value
Fund March 30, 1997 March 30
Dreyfus Small Company
Growth Fund March 30, 1996 March 30
Dreyfus Small Company
Value Fund March 30, 1996 March 30
<PAGE>
Exhibit (8)
AMENDED AND RESTATED
CUSTODY AGREEMENT
Custody Agreement made as of December 17, 1993, as
amended and restated as of September __, 1995 between DREYFUS
GROWTH AND VALUE FUNDS, INC., a corporation organized and
existing
under the laws of the State of Maryland, having its principal
office and place of business at 200 Park Avenue, New York, New
York 10166 (hereinafter called the "Fund"), and THE BANK OF NEW
YORK, a New York corporation authorized to do a banking
business,
having its principal office and place of business at 90
Washington
Street, New York, New York 10286 (hereinafter called the
"Custodian").
W I T N E S S E T H :
that for and in consideration of the mutual promises hereinafter
set forth the Fund and the Custodian agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and
phrases, unless the context otherwise requires, shall have the
following meanings:
1. "Authorized Person" shall be deemed to include the
Treasurer, the Controller or any other person, whether or not
any
such person is an Officer or employee of the Fund, duly
authorized
by the Fund's Board to give Oral Instructions and Written
Instructions on behalf of the Fund and listed in the Certificate
annexed hereto as Appendix A or such other Certificate as may be
received by the Custodian from time to time.
2. "Available Balance" shall mean for any given day
during a calendar year the aggregate amount of Federal Funds
held
in the Fund's custody account(s) at The Bank of New York, or its
successors, as of the close of such day or, if such day is not a
business day, the close of the preceding business day.
3. "Bankruptcy" shall mean with respect to a party
such
party's making a general assignment, arrangement or composition
with or for the benefit of its creditors, or instituting or
having
instituted against it a proceeding seeking a judgment of
insolvency or bankruptcy or the entry of an order for relief
under
the Federal bankruptcy law or any other relief under any
bankruptcy or insolvency law or other similar law affecting
creditors' rights, or if a petition is presented for the winding
up or liquidation of the party or a resolution is passed for its
winding up or liquidation, or it seeks, or becomes subject to,
the
appointment of an administrator, receiver, trustee, custodian or
other similar official for it or for all or substantially all of
its assets or its taking any action in furtherance of, or
indicating its consent to approval of, or acquiescence in, any
of the foregoing.
4. "Book-Entry System" shall mean the Federal
Reserve/Treasury book-entry system for United States and Federal
agency securities, its successor or successors and its nominee
or nominees.
5. "Call Option" shall mean an exchange traded option
with respect to Securities other than Stock Index Options,
Futures
Contracts and Futures Contract Options entitling the holder,
upon
timely exercise and payment of the exercise price, as specified
therein, to purchase from the writer thereof the specified
underlying Securities.
6. "Certificate" shall mean any notice, instruction, or
other instrument in writing, authorized or required by this
Agreement to be given to the Custodian, which is actually
received
by the Custodian and signed on behalf of the Fund by any two
Officers of the Fund.
7. "Clearing Member" shall mean a registered broker-
dealer which is a clearing member under the rules of O.C.C. and
a
member of a national securities exchange qualified to act as a
custodian for an investment company, or any broker-dealer
reasonably believed by the Custodian to be such a clearing
member.
8. "Collateral Account" shall mean a segregated
account
so denominated and pledged to the Custodian as security for, and
in consideration of, the Custodian's issuance of (a) any Put
Option guarantee letter or similar document described in para-
graph 8 of Article V herein, or (b) any receipt described in
Article V or VIII herein.
9. "Consumer Price Index" shall mean the U.S.
Consumer
Price Index, all items and all urban consumers, U.S. city
average
1982-84 equals 100, as first published without seasonal
adjustment
by the Bureau of Labor Statistics, the Department of Labor,
without regard to subsequent revisions or corrections by such
Bureau.
10. "Covered Call Option" shall mean an exchange
traded
option entitling the holder, upon timely exercise and payment of
the exercise price, as specified therein, to purchase from the
writer thereof the specified Securities (excluding Futures
Contracts) which are owned by the writer thereof and subject to
appropriate restrictions.
11. "Depository" shall mean The Depository Trust
Company ("DTC"), a clearing agency registered with the
Securities
and Exchange Commission, its successor or successors and its
nominee or nominees, provided the Custodian has received a
certified copy of a resolution of the Fund's Board specifically
approving deposits in DTC. The term "Depository" shall further
mean and include any other person authorized to act as a
depository under the Investment Company Act of 1940, as amended,
its successor or successors and its nominee or nominees,
specifically identified in a certified copy of a resolution of
the
Fund's Board specifically approving deposits therein by the
Custodian.
12. "Earnings Credit" shall mean for any given day
during a calendar year the product of (a) the Federal Funds Rate
for such date minus .25%, and (b) 82% of the Available Balance.
13. "Federal Funds" shall mean immediately available
same day funds.
14. "Federal Funds Rate" shall mean, for any day, the
Federal Funds (Effective) interest rate so denominated as
published in Federal Reserve Statistical Release H.15 (519) and
applicable to such day and each succeeding day which is not a
business day.
15. "Financial Futures Contract" shall mean the firm
commitment to buy or sell fixed income securities, including,
without limitation, U.S. Treasury Bills, U.S. Treasury Notes,
U.S.
Treasury Bonds, domestic bank certificates of deposit, and
Eurodollar certificates of deposit, during a specified month at
an
agreed upon price.
16. "Futures Contract" shall mean a Financial Futures
Contract and/or Stock Index Futures Contracts.
17. "Futures Contract Option" shall mean an option
with respect to a Futures Contract.
18. "Margin Account" shall mean a segregated account in
the name of a broker, dealer, futures commission merchant or
Clearing Member, or in the name of the Fund for the benefit of a
broker, dealer, futures commission merchant or Clearing Member,
or
otherwise, in accordance with an agreement between the Fund, the
Custodian and a broker, dealer, futures commission merchant or
Clearing Member (a "Margin Account Agreement"), separate and
distinct from the custody account, in which certain Securities
and/or money of the Fund shall be deposited and withdrawn from
time to time in connection with such transactions as the Fund
may
from time to time determine. Securities held in the Book-Entry
System or the Depository shall be deemed to have been deposited
in, or withdrawn from, a Margin Account upon the Custodian's
effecting an appropriate entry on its books and records.
19. "Merger" shall mean with respect to a party, the
consolidation or amalgamation with, merger into, or transfer of
all or substantially all of such party's assets to, another
entity, where such party is not the surviving entity.
20. "Money Market Security" shall be deemed to
include,
without limitation, debt obligations issued or guaranteed as to
principal and interest by the government of the United States or
agencies or instrumentalities thereof, commercial paper,
certificates of deposit and bankers' acceptances, repurchase and
reverse repurchase agreements with respect to the same and bank
time deposits, where the purchase and sale of such securities
ordinarily requires settlement in Federal funds on the same date
as such purchase or sale.
21. "O.C.C." shall mean Options Clearing Corporation, a
clearing agency registered under Section 17A of the Securities
Exchange Act of 1934, its successor or successors, and its
nominee
or nominees.
22. "Officers" shall be deemed to include the
President, any Vice President, the Secretary, the Treasurer, the
Controller, any Assistant Secretary, any Assistant Treasurer or
any other person or persons duly authorized by the Fund's Board
to
execute any Certificate, instruction, notice or other instrument
on behalf of the Fund and listed in the Certificate annexed
hereto
as Appendix B or such other Certificate as may be received by
the Custodian from time to time.
23. "Option" shall mean a Call Option, Covered Call
Option, Stock Index Option and/or a Put Option.
24. "Oral Instructions" shall mean verbal
instructions
actually received by the Custodian from an Authorized Person or
from a person reasonably believed by the Custodian to be an
Authorized Person.
25. "Put Option" shall mean an exchange traded option
with respect to Securities other than Stock Index Options,
Futures
Contracts, and Futures Contract Options entitling the holder,
upon
timely exercise and tender of the specified underlying
Securities,
to sell such Securities to the writer thereof for the exercise
price.
26. "Reverse Repurchase Agreement" shall mean an
agreement pursuant to which the Fund sells Securities and agrees
to repurchase such Securities at a described or specified date
and price.
27. "Security" shall be deemed to include, without
limitation, Money Market Securities, Call Options, Put Options,
Stock Index Options, Stock Index Futures Contracts, Stock Index
Futures Contract Options, Financial Futures Contracts, Financial
Futures Contract Options, Reverse Repurchase Agreements, common
stock and other instruments or rights having characteristics
similar to common stocks, preferred stocks, debt obligations
issued by state or municipal governments and by public
authorities
(including, without limitation, general obligation bonds,
revenue
bonds and industrial bonds and industrial development bonds),
bonds, debentures, notes, mortgages or other obligations, and
any
certificates, receipts, warrants or other instruments
representing
rights to receive, purchase, sell or subscribe for the same, or
evidencing or representing any other rights or interest therein,
or any property or assets.
28. "Segregated Security Account" shall mean an
account
maintained under the terms of this Agreement as a segregated
account, by recordation or otherwise, within the custody account
in which certain Securities and/or other assets of the Fund
shall
be deposited and withdrawn from time to time in accordance with
Certificates received by the Custodian in connection with such
transactions as the Fund may from time to time determine.
29. "Series" shall mean (i) the Series of the Fund
specified on Appendix D hereto, or, where the context requires
each such Series, or (ii) if no Series are set forth on such
Appendix, the Fund.
30. "Shares" shall mean the shares of Common Stock of
the Fund, each of which, in the case of a Fund having Series, is
allocated to a particular Series.
31. "Stock Index Futures Contract" shall mean a
bilateral agreement pursuant to which the parties agree to take
or
make delivery of an amount of cash equal to a specified dollar
amount times the difference between the value of a particular
stock index at the close of the last business day of the
contract
and the price at which the futures contract is originally
struck.
32. "Stock Index Option" shall mean an exchange
traded
option entitling the holder, upon timely exercise, to receive an
amount of cash determined by reference to the difference between
the exercise price and the value of the index on the date of
exercise.
33. "Written Instructions" shall mean written
communications actually received by the Custodian from an
Authorized Person or from a person reasonably believed by the
Custodian to be an Authorized Person by telex or any other such
system whereby the receiver of such communications is able to
verify by codes or otherwise with a reasonable degree of
certainty
the authenticity of the sender of such communication.
ARTICLE II
APPOINTMENT OF CUSTODIAN
1. The Fund hereby constitutes and appoints the
Custodian as custodian of all the Securities and moneys at any
time owned by the Fund during the period of this Agreement,
except
that (a) if the Custodian fails to provide for the custody of
any
of the Fund's Securities and moneys located or to be located
outside the United States in a manner satisfactory to the Fund,
the Fund shall be permitted to arrange for the custody of such
Securities and moneys located or to be located outside the
United
States other than through the Custodian at rates to be
negotiated
and borne by the Fund and (b) if the Custodian fails to continue
any existing sub-custodial or similar arrangements on
substantially the same terms as exist on the date of this
Agreement, the Fund shall be permitted to arrange for such or
similar services other than through the Custodian at rates to be
negotiated and borne by the Fund. The Custodian shall not
charge
the Fund for any such terminated services after the date of such
termination.
2. The Custodian hereby accepts appointment as such
custodian and agrees to perform the duties thereof as
hereinafter set forth.
ARTICLE III
CUSTODY OF CASH AND SECURITIES
1. Except as otherwise provided in paragraph 7 of this
Article and in Article VIII, the Fund will deliver or cause to
be delivered to the Custodian all Securities and all moneys
owned by
any Series, including cash received for the issuance of such
Series' shares, at any time during the period of this Agreement
and shall specify the Series, if any, to which the same are to
be
specifically allocated. The Custodian will not be responsible
for
such Securities and such moneys until actually received by it.
The Custodian will be entitled to reverse any credits made on a
Series' behalf where such credits have been previously made and
moneys are not finally collected. The Fund shall deliver to the
Custodian a certified resolution of the Fund's Board approving,
authorizing and instructing the Custodian on a continuous and
on-going basis to deposit in the Book-Entry System all
Securities
eligible for deposit therein and to utilize the Book-Entry
System
to the extent possible in connection with its performance
hereunder, including, without limitation, in connection with
settlements of purchases and sales of Securities, loans of
Securities, and deliveries and returns of Securities collateral.
Prior to a deposit of Securities of a Series in the Depository,
the Fund shall deliver to the Custodian a certified resolution
of
the Fund's Board approving, authorizing and instructing the
Custodian on a continuous and on-going basis until instructed to
the contrary by a Certificate actually received by the Custodian
to deposit in the Depository all Securities eligible for deposit
therein and to utilize the Depository to the extent possible in
connection with its performance hereunder, including, without
limitation, in connection with settlements of purchases and
sales
of Securities, loans of Securities, and deliveries and returns
of
Securities collateral. Securities and moneys of such Series
deposited in either the Book-Entry System or the Depository will
be represented in accounts which include only assets held by the
Custodian for customers, including, but not limited to, accounts
in which the Custodian acts in a fiduciary or representative
capacity. Prior to the Custodian's accepting, utilizing and
acting with respect to Clearing Member confirmations for Options
and transactions in Options as provided in this Agreement, the
Custodian shall have received a certified resolution of the
Fund's
Board approving, authorizing and instructing the Custodian on a
continuous and on-going basis, until instructed to the contrary
by
a Certificate actually received by the Custodian, to accept,
utilize and act in accordance with such confirmations as
provided in this Agreement.
2. The Custodian shall credit to a separate account in
the name of the Fund for each Series all moneys received by it
for
the account of the Fund, with respect to such Series. Money
credited to the separate account for a Series shall be disbursed
by the Custodian only:
(a) In payment for Securities purchased, as provided
in Article IV hereof;
(b) In payment of dividends or distributions, as
provided in Article XI hereof;
(c) In payment of original issue or other taxes, as
provided in Article XII hereof;
(d) In payment for Shares redeemed by it, as provided
in Article XII hereof;
(e) Pursuant to Certificates setting forth the name
and
address of the person to whom the payment is to be made, the
Series account from which payment is to be made and the purpose
for which payment is to be made; or
(f) In payment of the fees and in reimbursement of
the
expenses and liabilities of the Custodian, as provided in
Article XV hereof.
3. Promptly after the close of business on each day,
the Custodian shall furnish the Fund with confirmations and a
summary of all transfers to or from the account of each Series
during said day. Where Securities are transferred to the
account
of a Series, the Custodian shall also by book-entry or otherwise
identify as belonging to such Series a quantity of Securities in
a
fungible bulk of Securities registered in the name of the
Custodian (or its nominee) or shown on the Custodian's account
on
the books of the Book-Entry System or the Depository. At least
monthly and from time to time, the Custodian shall furnish the
Fund with a detailed statement of the Securities and moneys held
for each Series under this Agreement.
4. Except as otherwise provided in paragraph 7 of this
Article and in Article VIII, all Securities held for a Series,
which are issued or issuable only in bearer form, except such
Securities as are held in the Book-Entry System, shall be held
by
the Custodian in that form; all other Securities held for a
Series
may be registered in the name of such Series, in the name of any
duly appointed registered nominee of the Custodian as the
Custodian may from time to time determine, or in the name of the
Book-Entry System or the Depository or their successor or
successors, or their nominee or nominees. The Fund agrees to
furnish to the Custodian appropriate instruments to enable the
Custodian to hold or deliver in proper form for transfer, or to
register in the name of its registered nominee or in the name of
the Book-Entry System or the Depository, any Securities which it
may hold for the account of a Series and which may from time to
time be registered in the name of such Series. The Custodian
shall hold all such Securities which are not held in the Book-
Entry System or in the Depository in a separate account in the
name of such Series physically segregated at all times from
those of any other person or persons.
5. Except as otherwise provided in this Agreement and
unless otherwise instructed to the contrary by a Certificate,
the
Custodian by itself, or through the use of the Book-Entry System
or the Depository with respect to Securities therein deposited,
shall with respect to all Securities held for each Series in
accordance with this Agreement:
(a) Collect all income due or payable and, in any
event, if the Custodian receives a written notice from the Fund
specifying that an amount of income should have been received by
the Custodian within the last 90 days, the Custodian will
provide
a conditional payment of income within 60 days from the date the
Custodian received such notice, unless the Custodian reasonably
concludes that such income was not due or payable to the Fund,
provided that the Custodian may reverse any such conditional
payment upon its reasonably concluding that all or any portion
of
such income was not due or payable, and provided further that
the
Custodian shall not be liable for failing to collect on a timely
basis the full amount of income due or payable in respect of a
"floating rate instrument" or "variable rate instrument" (as
such
terms are defined under Rule 2a-7 under the Investment Company
Act
of 1940, as amended) if it has acted in good faith, without
negligence or willful misconduct.
(b) Present for payment and collect the amount
payable
upon such Securities which are called, but only if either (i)
the
Custodian receives a written notice of such call, or (ii) notice
of such call appears in one or more of the publications listed
in Appendix C annexed hereto, which may be amended at any time
by the Custodian upon five business days' prior notification to
the Fund;
(c) Present for payment and collect the amount payable
upon all Securities which may mature;
(d) Surrender Securities in temporary form for
definitive Securities;
(e) Execute, as Custodian, any necessary declarations
or certificates of ownership under the Federal Income Tax Laws
or
the laws or regulations of any other taxing authority now or
hereafter in effect; and
(f) Hold directly, or through the Book-Entry System or
the Depository with respect to Securities therein deposited, for
the account of each Series all rights and similar securities
issued with respect to any Securities held by the Custodian
hereunder.
6. Upon receipt of a Certificate and not otherwise, the
Custodian, directly or through the use of the Book-Entry System
or the Depository, shall:
(a) Execute and deliver to such persons as may be
designated in such Certificate proxies, consents,
authorizations,
and any other instruments whereby the authority of the Fund as
owner of any Securities may be exercised;
(b) Deliver any Securities held for the Series in
exchange for other Securities or cash issued or paid in
connection
with the liquidation, reorganization, refinancing, merger,
consolidation or recapitalization of any corporation, or the
exercise of any conversion privilege;
(c) Deliver any Securities held for the Series to any
protective committee, reorganization committee or other person
in
connection with the reorganization, refinancing, merger,
consolidation, recapitalization or sale of assets of any
corporation, and receive and hold under the terms of this
Agreement such certificates of deposit, interim receipts or
other
instruments or documents as may be issued to it to evidence such
delivery;
(d) Make such transfers or exchanges of the assets of
the Series and take such other steps as shall be stated in said
order to be for the purpose of effectuating any duly authorized
plan of liquidation, reorganization, merger, consolidation or
recapitalization of the Fund; and
(e) Present for payment and collect the amount
payable
upon Securities not described in preceding paragraph 5(b) of
this
Article which may be called as specified in the Certificate.
7. Notwithstanding any provision elsewhere contained
herein, the Custodian shall not be required to obtain possession
of any instrument or certificate representing any Futures
Contract, Option or Futures Contract Option until after it shall
have determined, or shall have received a Certificate from the
Fund stating, that any such instruments or certificates are
available. The Fund shall deliver to the Custodian such a
Certificate no later than the business day preceding the
availability of any such instrument or certificate. Prior to
such
availability, the Custodian shall comply with Section 17(f) of
the
Investment Company Act of 1940, as amended, in connection with
the
purchase, sale, settlement, closing out or writing of Futures
Contracts, Options or Futures Contract Options by making
payments
or deliveries specified in Certificates received by the
Custodian
in connection with any such purchase, sale, writing, settlement
or
closing out upon its receipt from a broker, dealer or futures
commission merchant of a statement or confirmation reasonably
believed by the Custodian to be in the form customarily used by
brokers, dealers, or futures commission merchants with respect
to
such Futures Contracts, Options or Futures Contract Options, as
the case may be, confirming that such Security is held by such
broker, dealer or futures commission merchant, in book-entry
form
or otherwise, in the name of the Custodian (or any nominee of
the
Custodian) as custodian for the Fund, provided, however, that
payments to or deliveries from the Margin Account shall be made
in
accordance with the terms and conditions of the Margin Account
Agreement. Whenever any such instruments or certificates are
available, the Custodian shall, notwithstanding any provision in
this Agreement to the contrary, make payment for any Futures
Contract, Option or Futures Contract Option for which such
instruments or such certificates are available only against the
delivery to the Custodian of such instrument or such
certificate,
and deliver any Futures Contract, Option or Futures Contract
Option for which such instruments or such certificates are
available only against receipt by the Custodian of payment
therefor. Any such instrument or certificate delivered to the
Custodian shall be held by the Custodian hereunder in accordance
with, and subject to, the provisions of this Agreement.
ARTICLE IV
PURCHASE AND SALE OF INVESTMENTS OF THE FUND OTHER THAN
OPTIONS, FUTURES CONTRACTS, FUTURES CONTRACT OPTIONS AND REVERSE
REPURCHASE AGREEMENTS
1. Promptly after each purchase of Securities by the
Fund, other than a purchase of any Option, Futures Contract,
Futures Contract Option or Reverse Repurchase Agreement, the
Fund
shall deliver to the Custodian (i) with respect to each purchase
of Securities which are not Money Market Securities, a
Certificate, and (ii) with respect to each purchase of Money
Market Securities, a Certificate, Oral Instructions or Written
Instructions, specifying with respect to each such purchase:
(a)
the Series to which the Securities purchased are to be
specifically allocated; (b) the name of the issuer and the title
of the Securities; (c) the number of shares or the principal
amount purchased and accrued interest, if any; (d) the date of
purchase and settlement; (e) the purchase price per unit; (f)
the
total amount payable upon such purchase; (g) the name of the
person from whom or the broker through whom the purchase was
made,
and the name of the clearing broker, if any; and (h) the name of
the broker to which payment is to be made. The Custodian shall,
upon receipt of Securities purchased by or for such Series, pay
out of the moneys held for the account of such Series the total
amount payable to the person from whom, or the broker through
whom, the purchase was made, provided that the same conforms to
the total amount payable as set forth in such Certificate, Oral
Instructions or Written Instructions.
2. Promptly after each sale of Securities by the
Fund,
other than a sale of any Option, Futures Contract, Futures
Contract Option or Reverse Repurchase Agreement, the Fund shall
deliver to the Custodian (i) with respect to each sale of
Securities which are not Money Market Securities, a Certificate,
and (ii) with respect to each sale of Money Market Securities, a
Certificate, Oral Instructions or Written Instructions,
specifying
with respect to each such sale: (a) the Series to which such
Securities sold were specifically allocated; (b) the name of the
issuer and the title of the Security; (c) the number of shares
or
principal amount sold, and accrued interest, if any; (d) the
date
of sale; (e) the sale price per unit; (f) the total amount
payable
to such Series upon such sale; (g) the name of the broker
through
whom or the person to whom the sale was made, and the name of
the
clearing broker, if any; and (h) the name of the broker to whom
the Securities are to be delivered. The Custodian shall deliver
the Securities upon receipt of the total amount payable to the
Fund for the account of such Series upon such sale, provided
that
the same conforms to the total amount payable as set forth in
such
Certificate, Oral Instructions or Written Instructions. Subject
to the foregoing, the Custodian may accept payment in such form
as
shall be satisfactory to it, and may deliver Securities and
arrange for payment in accordance with the customs prevailing
among dealers in Securities.
ARTICLE V
OPTIONS
1. Promptly after the purchase of any Option by the
Fund, the Fund shall deliver to the Custodian a Certificate
specifying with respect to each Option purchased: (a) the
Series
to which the Option purchased is to be specifically allocated;
(b) the type of Option (put or call); (c) the name of the issuer
and the title and number of shares subject to such Option or, in
the case of a Stock Index Option, the stock index to which such
Option relates and the number of Stock Index Options purchased;
(d) the expiration date; (e) the exercise price; (f) the dates
of
purchase and settlement; (g) the total amount payable by the
Fund
for the account of such Series in connection with such purchase;
(h) the name of the Clearing Member through which such Option
was
purchased; and (i) the name of the broker to whom payment is to
be
made. The Custodian shall pay, upon receipt of a Clearing
Member's statement confirming the purchase of such Option held
by such Clearing Member for the account of the Custodian (or any
duly
appointed and registered nominee of the Custodian) as custodian
for the Fund, out of moneys held for the account of such Series,
the total amount payable upon such purchase to the Clearing
Member
through whom the purchase was made, provided that the same
conforms to the total amount payable as set forth in such
Certificate.
2. Promptly after the sale of any Option purchased by
the Fund pursuant to paragraph 1 hereof, the Fund shall deliver
to
the Custodian a Certificate specifying with respect to each such
sale: (a) the Series to which the Option sold was specifically
allocated; (b) the type of Option (put or call); (c) the name of
the issuer and the title and number of shares subject to such
Option or, in the case of a Stock Index Option, the stock index
to
which such Option relates and the number of Stock Index Options
sold; (d) the date of sale; (e) the sale price; (f) the date of
settlement; (g) the total amount payable to the Fund for the
account of such Series upon such sale; and (h) the name of the
Clearing Member through which the sale was made. The Custodian
shall consent to the delivery of the Option sold by the Clearing
Member which previously supplied the confirmation described in
preceding paragraph 1 of this Article with respect to such
Option
against payment to the Custodian of the total amount payable to
the Fund for the account of such Series, provided that the same
conforms to the total amount payable as set forth in such
Certificate.
3. Promptly after the exercise by the Fund of any Call
Option purchased by the Fund pursuant to paragraph 1 hereof, the
Fund shall deliver to the Custodian a Certificate specifying
with
respect to such Call Option: (a) the Series to which the Call
Option exercised was specifically allocated; (b) the name of the
issuer and the title and number of shares subject to the Call
Option; (c) the expiration date; (d) the date of exercise and
settlement; (e) the exercise price per share; (f) the total
amount
to be paid by the Fund for the account of such Series upon such
exercise; and (g) the name of the Clearing Member through which
such Call Option was exercised. The Custodian shall, upon
receipt
of the Securities underlying the Call Option which was
exercised,
pay out of the moneys held for the account of such Series the
total amount payable to the Clearing Member through whom the
Call
Option was exercised, provided that the same conforms to the
total amount payable as set forth in such Certificate.
4. Promptly after the exercise by the Fund of any Put
Option purchased by the Fund pursuant to paragraph 1 hereof, the
Fund shall deliver to the Custodian a Certificate specifying
with
respect to such Put Option: (a) the Series to which the Put
Option exercised was specifically allocated; (b) the name of the
issuer and the title and number of shares subject to the Put
Option; (c) the expiration date; (d) the date of exercise and
settlement; (e) the exercise price per share; (f) the total
amount
to be paid to the Fund for the account of such Series upon such
exercise; and (g) the name of the Clearing Member through which
such Put Option was exercised. The Custodian shall, upon
receipt
of the amount payable upon the exercise of the Put Option,
deliver
or direct the Depository to deliver the Securities, provided the
same conforms to the amount payable to the Fund for the account
of such Series as set forth in such Certificate.
5. Promptly after the exercise by the Fund of any
Stock Index Option purchased by the Fund pursuant to paragraph 1
hereof, the Fund shall deliver to the Custodian a Certificate
specifying
with respect to such Stock Index Option: (a) the Series to
which
the Stock Index Option exercised was specifically allocated;
(b) the type of Stock Index Option (put or call); (c) the number
of Options being exercised; (d) the stock index to which such
Option relates; (e) the expiration date; (f) the exercise price;
(g) the total amount to be received by the Fund for the account
of
such Series in connection with such exercise; and (h) the
Clearing Member from which such payment is to be received.
6. Whenever the Fund writes a Covered Call Option, the
Fund shall promptly deliver to the Custodian a Certificate
specifying with respect to such Covered Call Option: (a) the
Series to which the Covered Call Option written is to be
specifically allocated; (b) the name of the issuer and the title
and number of shares for which the Covered Call Option was
written
and which underlie the same; (c) the expiration date; (d) the
exercise price; (e) the premium to be received by the Fund for
the
account of such Series; (f) the date such Covered Call Option
was
written; and (g) the name of the Clearing Member through which
the
premium is to be received. The Custodian shall deliver or cause
to be delivered, in exchange for receipt of the premium
specified
in the Certificate with respect to such Covered Call Option,
such
receipts as are required in accordance with the customs
prevailing
among Clearing Members dealing in Covered Call Options and shall
impose, or direct the Depository to impose, upon the underlying
Securities specified in the Certificate such restrictions as may
be required by such receipts. Notwithstanding the foregoing,
the
Custodian has the right, upon prior written notification to the
Fund, at any time to refuse to issue any receipts for Securities
in the possession of the Custodian and not deposited with the
Depository underlying a Covered Call Option.
7. Whenever a Covered Call Option written by the Fund
and described in the preceding paragraph of this Article is
exercised, the Fund shall promptly deliver to the Custodian a
Certificate instructing the Custodian to deliver, or to direct
the
Depository to deliver, the Securities subject to such Covered
Call
Option and specifying: (a) the Series to which the Covered Call
Option exercised was specifically allocated; (b) the name of the
issuer and the title and number of shares subject to the Covered
Call Option; (c) the Clearing Member to whom the underlying
Securities are to be delivered; and (d) the total amount payable
to the Fund for the account of such Series upon such delivery.
Upon the return and/or cancellation of any receipts delivered
pursuant to paragraph 6 of this Article, the Custodian shall
deliver, or direct the Depository to deliver, the underlying
Securities as specified in the Certificate for the amount to be
received as set forth in such Certificate.
8. Whenever the Fund writes a Put Option, the Fund
shall promptly deliver to the Custodian a Certificate specifying
with respect to such Put Option: (a) the Series to which the
Put
Option written is to be specifically allocated; (b) the name of
the issuer and the title and number of shares for which the Put
Option is written and which underlie the same; (c) the
expiration
date; (d) the exercise price; (e) the premium to be received by
the Fund for the account of such Series; (f) the date such Put
Option is written; (g) the name of the Clearing Member through
which the premium is to be received and to whom a Put Option
guarantee letter is to be delivered; (h) the amount of cash,
and/or the amount and kind of Securities, if any, to be
deposited
in the Segregated Security Account; and (i) the amount of cash
and/or the amount and kind of Securities to be deposited into
the
Collateral Account. The Custodian shall, after making the
deposits into the Collateral Account specified in the
Certificate,
issue a Put Option guarantee letter substantially in the form
utilized by the Custodian on the date hereof, and deliver the
same
to the Clearing Member specified in the Certificate against
receipt of the premium specified in said Certificate.
Notwithstanding the foregoing, the Custodian shall be under no
obligation to issue any Put Option guarantee letter or similar
document if it is unable to make any of the representations
contained therein.
9. Whenever a Put Option written by the Fund and
described in the preceding paragraph is exercised, the Fund
shall
promptly deliver to the Custodian a Certificate specifying: (a)
the Series to which the Put Option exercised was specifically
allocated; (b) the name of the issuer and title and number of
shares subject to the Put Option; (c) the Clearing Member from
which the underlying Securities are to be received; (d) the
total
amount payable by the Fund upon such delivery; (e) the amount of
cash and/or the amount and kind of Securities to be withdrawn
from
the Collateral Account; and (f) the amount of cash and/or the
amount and kind of Securities, if any, to be withdrawn from the
Segregated Security Account. Upon the return and/or
cancellation
of any Put Option guarantee letter or similar document issued by
the Custodian in connection with such Put Option, the Custodian
shall pay out of the moneys held for the account of such Series
the total amount payable to the Clearing Member specified in the
Certificate as set forth in such Certificate, and shall make the
withdrawals specified in such Certificate.
10. Whenever the Fund writes a Stock Index Option,
the
Fund shall promptly deliver to the Custodian a Certificate
specifying with respect to such Stock Index Option: (a) the
Series to which the Stock Index Option written is to be
specifically allocated; (b) whether such Stock Index Option is a
put or a call; (c) the number of Options written; (d) the stock
index to which such Option relates; (e) the expiration date;
(f) the exercise price; (g) the Clearing Member through which
such
Option was written; (h) the premium to be received by the Fund
for
the account of such Series; (i) the amount of cash and/or the
amount and kind of Securities, if any, to be deposited in the
Segregated Security Account; (j) the amount of cash and/or the
amount and kind of Securities, if any, to be deposited in the
Collateral Account; and (k) the amount of cash and/or the amount
and kind of Securities, if any, to be deposited in a Margin
Account, and the name in which such account is to be or has been
established. The Custodian shall, upon receipt of the premium
specified in the Certificate, make the deposits, if any, into
the
Segregated Security Account specified in the Certificate, and
either (1) deliver such receipts, if any, which the Custodian
has
specifically agreed to issue, which are in accordance with the
customs prevailing among Clearing Members in Stock Index Options
and make the deposits into the Collateral Account specified in
the
Certificate, or (2) make the deposits into the Margin Account
specified in the Certificate.
11. Whenever a Stock Index Option written by the Fund
and described in the preceding paragraph of this Article is
exercised, the Fund shall promptly deliver to the Custodian a
Certificate specifying with respect to such Stock Index Option:
(a) the Series to which the Stock Index Option exercised was
specifically allocated; (b) such information as may be necessary
to identify the Stock Index Option being exercised; (c) the
Clearing Member through which such Stock Index Option is being
exercised; (d) the total amount payable upon such exercise, and
whether such amount is to be paid by or to the Fund for the
account of such Series; (e) the amount of cash and/or amount and
kind of Securities, if any, to be withdrawn from the Margin
Account; and (f) the amount of cash and/or amount and kind of
Securities, if any, to be withdrawn from the Segregated Security
Account and the amount of cash and/or the amount and kind of
Securities, if any, to be withdrawn from the Collateral Account.
Upon the return and/or cancellation of the receipt, if any,
delivered pursuant to the preceding paragraph of this Article,
the
Custodian shall pay to the Clearing Member specified in the
Certificate the total amount payable, if any, as specified
therein.
12. Whenever the Fund purchases any Option identical
to
a previously written Option described in paragraphs 6, 8 or 10
of
this Article in a transaction expressly designated as a "Closing
Purchase Transaction" in order to liquidate its position as a
writer of an Option, the Fund shall promptly deliver to the
Custodian a Certificate specifying with respect to the Option
being purchased: (a) the Series to which the Option purchased
is
to be specifically allocated; (b) that the transaction is a
Closing Purchase Transaction; (c) the name of the issuer and the
title and number of shares subject to the Option, or, in the
case
of a Stock Index Option, the stock index to which such Option
relates and the number of Options held; (d) the exercise price;
(e) the premium to be paid by the Fund for the account of such
Series; (f) the expiration date; (g) the type of Option (put or
call); (h) the date of such purchase; (i) the name of the
Clearing
Member to which the premium is to be paid; and (j) the amount of
cash and/or the amount and kind of Securities, if any, to be
withdrawn from the Collateral Account, a specified Margin
Account
or the Segregated Security Account. Upon the Custodian's
payment
of the premium and the return and/or cancellation of any receipt
issued pursuant to paragraphs 6, 8 or 10 of this Article with
respect to the Option being liquidated through the Closing
Purchase Transaction, the Custodian shall remove, or direct the
Depository to remove, the previously imposed restrictions on the
Securities underlying the Call Option.
13. Upon the expiration or exercise of, or
consummation
of a Closing Purchase Transaction with respect to, any Option
purchased or written by the Fund and described in this Article,
the Custodian shall delete such Option from the statements
delivered to the Fund for the account of a Series pursuant to
paragraph 3 of Article III herein, and upon the return and/or
cancellation of any receipts issued by the Custodian, shall make
such withdrawals from the Collateral Account, the Margin Account
and/or the Segregated Security Account as may be specified in a
Certificate received in connection with such expiration,
exercise,
or consummation.
ARTICLE VI
FUTURES CONTRACTS
1. Whenever the Fund shall enter into a Futures
Contract, the Fund shall deliver to the Custodian a Certificate
specifying with respect to such Futures Contract (or with
respect
to any number of identical Futures Contract(s)): (a) the Series
to which the Futures Contract entered into is to be specifically
allocated; (b) the category of Futures Contract (the name of the
underlying stock index or financial instrument); (c) the number
of
identical Futures Contracts entered into; (d) the delivery or
settlement date of the Futures Contract(s); (e) the date the
Futures Contract(s) was (were) entered into and the maturity
date;
(f) whether the Fund is buying (going long) or selling (going
short) on such Futures Contract(s); (g) the amount of cash
and/or
the amount and kind of Securities, if any, to be deposited in
the
Segregated Security Account; (h) the name of the broker, dealer
or
futures commission merchant through which the Futures Contract
was
entered into; and (i) the amount of fee or commission, if any,
to
be paid and the name of the broker, dealer or futures commission
merchant to whom such amount is to be paid. The Custodian shall
make the deposits, if any, to the Margin Account in accordance
with the terms and conditions of the Margin Account Agreement.
The Custodian shall make payment of the fee or commission, if
any,
specified in the Certificate and deposit in the Segregated
Security Account the amount of cash and/or the amount and kind
of
Securities specified in said Certificate.
2. (a) Any variation margin payment or similar
payment
required to be made by the Fund for the account of a Series to a
broker, dealer or futures commission merchant with respect to an
outstanding Futures Contract shall be made by the Custodian in
accordance with the terms and conditions of the Margin Account
Agreement.
(b) Any variation margin payment or similar
payment
from a broker, dealer or futures commission merchant to the Fund
with respect to an outstanding Futures Contract shall be
received
and dealt with by the Custodian in accordance with the terms and
conditions of the Margin Account Agreement.
3. Whenever a Futures Contract held by the Custodian
hereunder is retained by the Fund until delivery or settlement
is
made on such Futures Contract, the Fund shall deliver to the
Custodian a Certificate specifying: (a) the Series to which the
Futures Contract retained is to be specifically allocated; (b)
the
Futures Contract; (c) with respect to a Stock Index Futures
Contract, the total cash settlement amount to be paid or
received,
and with respect to a Financial Futures Contract, the Securities
and/or amount of cash to be delivered or received; (d) the
broker,
dealer or futures commission merchant to or from which payment
or
delivery is to be made or received; and (e) the amount of cash
and/or Securities to be withdrawn from the Segregated Security
Account. The Custodian shall make the payment or delivery
specified in the Certificate and delete such Futures Contract
from
the statements delivered to the Fund pursuant to paragraph 3 of
Article III herein.
4. Whenever the Fund shall enter into a Futures
Contract to offset a Futures Contract held by the Custodian
hereunder, the Fund shall deliver to the Custodian a Certificate
specifying: (a) the Series to which the offsetting Futures
Contract is to be specifically allocated; (b) the items of
information required in a Certificate described in paragraph 1
of
this Article, and (c) the Futures Contract being offset. The
Custodian shall make payment of the fee or commission, if any,
specified in the Certificate and delete the Futures Contract
being
offset from the statements delivered to the Fund for the account
of such Series pursuant to paragraph 3 of Article III herein,
and
make such withdrawals from the Segregated Security Account as
may
be specified in such Certificate. The withdrawals, if any, to
be
made from the Margin Account shall be made by the Custodian in
accordance with the terms and conditions of the Margin Account
Agreement.
ARTICLE VII
FUTURES CONTRACT OPTIONS
1. Promptly after the purchase of any Futures
Contract
Option by the Fund, the Fund shall deliver to the Custodian a
Certificate specifying with respect to such Futures Contract
Option: (a) the Series to which the Futures Contract Option
purchased is to be specifically allocated; (b) the type of
Futures
Contract Option (put or call); (c) the type of Futures Contract
and such other information as may be necessary to identify the
Futures Contract underlying the Futures Contract Option
purchased;
(d) the expiration date; (e) the exercise price; (f) the dates
of
purchase and settlement; (g) the amount of premium to be paid by
the Fund for the account of such Series upon such purchase; (h)
the name of the broker or futures commission merchant through
which such option was purchased; and (i) the name of the broker
or
futures commission merchant to whom payment is to be made. The
Custodian shall pay the total amount to be paid upon such
purchase
to the broker or futures commission merchant through whom the
purchase was made, provided that the same conforms to the amount
set forth in such Certificate.
2. Promptly after the sale of any Futures Contract
Option purchased by the Fund pursuant to paragraph 1 hereof, the
Fund shall promptly deliver to the Custodian a Certificate
specifying with respect to each such sale: (a) the Series to
which the Futures Contract Option sold was specifically
allocated;
(b) the type of Futures Contract Option (put or call); (c) the
type of Futures Contract and such other information as may be
necessary to identify the Futures Contract underlying the
Futures
Contract Option; (d) the date of sale; (e) the sale price; (f)
the
date of settlement; (g) the total amount payable to the Fund for
the account of such Series upon such sale; and (h) the name of
the
broker or futures commission merchant through which the sale was
made. The Custodian shall consent to the cancellation of the
Futures Contract Option being closed against payment to the
Custodian of the total amount payable to the Fund for the
account
of such Series, provided the same conforms to the total amount
payable as set forth in such Certificate.
3. Whenever a Futures Contract Option purchased by
the
Fund pursuant to paragraph 1 is exercised by the Fund, the Fund
shall promptly deliver to the Custodian a Certificate
specifying:
(a) the Series to which the Futures Contract Option exercised
was
specifically allocated; (b) the particular Futures Contract
Option
(put or call) being exercised; (c) the type of Futures Contract
underlying the Futures Contract Option; (d) the date of
exercise;
(e) the name of the broker or futures commission merchant
through
which the Futures Contract Option is exercised; (f) the net
total
amount, if any, payable by the Fund; (g) the amount, if any, to
be
received by the Fund for the account of such Series; and (h) the
amount of cash and/or the amount and kind of Securities to be
deposited in the Segregated Security Account. The Custodian
shall
make the payments, if any, and the deposits, if any, into the
Segregated Security Account as specified in the Certificate.
The
deposits, if any, to be made to the Margin Account shall be made
by the Custodian in accordance with the terms and conditions of
the Margin Account Agreement.
4. Whenever the Fund writes a Futures Contract
Option,
the Fund shall promptly deliver to the Custodian a Certificate
specifying with respect to such Futures Contract Option: (a)
the
Series to which the Futures Contract Option written is to be
specifically allocated; (b) the type of Futures Contract Option
(put or call); (c) the type of Futures Contract and such other
information as may be necessary to identify the Futures Contract
underlying the Futures Contract Option; (d) the expiration date;
(e) the exercise price; (f) the premium to be received by the
Fund
for the account of such Series; (g) the name of the broker or
futures commission merchant through which the premium is to be
received; and (h) the amount of cash and/or the amount and kind
of
Securities, if any, to be deposited in the Segregated Security
Account. The Custodian shall, upon receipt of the premium
specified in the Certificate, make the deposits into the
Segregated Security Account, if any, as specified in the
Certificate. The deposits, if any, to be made to the Margin
Account shall be made by the Custodian in accordance with the
terms and conditions of the Margin Account Agreement.
5. Whenever a Futures Contract Option written by the
Fund which is a call is exercised, the Fund shall promptly
deliver
to the Custodian a Certificate specifying: (a) the Series to
which the Futures Contract Option exercised was specifically
allocated; (b) the particular Futures Contract Option exercised;
(c) the type of Futures Contract underlying the Futures Contract
Option; (d) the name of the broker or futures commission
merchant
through which such Futures Contract Option was exercised; (e)
the
net total amount, if any, payable to the Fund for the account of
such Series upon such exercise; (f) the net total amount, if
any,
payable by the Fund for the account of such Series upon such
exercise; and (g) the amount of cash and/or the amount and kind
of
Securities to be deposited in the Segregated Security Account.
The Custodian shall, upon its receipt of the net total amount
payable to the Fund for the account of such Series, if any,
specified in such Certificate make the payments, if any, and the
deposits, if any, into the Segregated Security Account as
specified in the Certificate. The deposits, if any, to be made
to
the Margin Account shall be made by the Custodian in accordance
with the terms and conditions of the Margin Account Agreement.
6. Whenever a Futures Contract Option which is
written
by the Fund and which is a Put Option is exercised, the Fund
shall
promptly deliver to the Custodian a Certificate specifying: (a)
the Series to which the Futures Contract Option exercised was
specifically allocated; (b) the particular Futures Contract
Option
exercised; (c) the type of Futures Contract underlying such
Futures Contract Option; (d) the name of the broker or futures
commission merchant through which such Futures Contract Option
is
exercised; (e) the net total amount, if any, payable to the Fund
for the account of such Series upon such exercise; (f) the net
total amount, if any, payable by the Fund for the account of
such
Series upon such exercise; and (g) the amount and kind of
Securities and/or cash to be withdrawn from or deposited in the
Segregated Security Account, if any. The Custodian shall, upon
its receipt of the net total amount payable to the Fund for the
account of such Series, if any, specified in the Certificate,
make
the payments, if any, and the deposits, if any, into the
Segregated Security Account as specified in the Certificate.
The
deposits to and/or withdrawals from the Margin Account, if any,
shall be made by the Custodian in accordance with the terms and
conditions of the Margin Account Agreement.
7. Whenever the Fund purchases any Futures Contract
Option identical to a previously written Futures Contract Option
described in this Article in order to liquidate its position as
a
writer of such Futures Contract Option, the Fund shall promptly
deliver to the Custodian a Certificate specifying with respect
to
the Futures Contract Option being purchased: (a) the Series to
which the Futures Contract Option purchased is to be
specifically
allocated; (b) that the transaction is a closing transaction;
(c)
the type of Futures Contract and such other information as may
be
necessary to identify the Futures Contract underlying the
Futures
Contract Option; (d) the exercise price; (e) the premium to be
paid by the Fund for the account of such Series; (f) the
expiration date; (g) the name of the broker or futures
commission
merchant to which the premium is to be paid; and (h) the amount
of
cash and/or the amount and kind of Securities, if any, to be
withdrawn from the Segregated Security Account. The Custodian
shall effect the withdrawals from the Segregated Security
Account
specified in the Certificate. The withdrawals, if any, to be
made
from the Margin Account shall be made by the Custodian in
accordance with the terms and conditions of the Margin Account
Agreement.
8. Upon the expiration or exercise of, or
consummation
of a closing transaction with respect to, any Futures Contract
Option written or purchased by the Fund and described in this
Article, the Custodian shall (a) delete such Futures Contract
Option from the statements delivered to the Fund pursuant to
para-
graph 3 of Article III herein, and (b) make such withdrawals
from,
and/or, in the case of an exercise, such deposits into, the
Segregated Security Account as may be specified in a
Certificate.
The deposits to and/or withdrawals from the Margin Account, if
any, shall be made by the Custodian in accordance with the terms
and conditions of the Margin Account Agreement.
9. Futures Contracts acquired by the Fund through the
exercise of a Futures Contract Option described in this Article
shall be subject to Article VI hereof.
ARTICLE VIII
SHORT SALES
1. Promptly after any short sale, the Fund shall
deliver to the Custodian a Certificate specifying: (a) the
Series
to which the short sale is to be specifically allocated; (b) the
name of the issuer and the title of the Security; (c) the number
of shares or principal amount sold, and accrued interest or
dividends, if any; (d) the dates of the sale and settlement; (e)
the sale price per unit; (f) the total amount credited to the
Fund
for the account of such Series upon such sales, if any; (g) the
amount of cash and/or the amount and kind of Securities, if any,
which are to be deposited in a Margin Account and the name in
which such Margin Account has been or is to be established; (h)
the amount of cash and/or the amount and kind of Securities, if
any, to be deposited in a Segregated Security Account; and (i)
the
name of the broker through which such short sale was made. The
Custodian shall upon its receipt of a statement from such broker
confirming such sale and that the total amount credited to the
Fund upon such sale, if any, as specified in the Certificate is
held by such broker for the account of the Custodian (or any
nominee of the Custodian) as custodian of the Fund, issue a
receipt or make the deposits into the Margin Account and the
Segregated Security Account specified in the Certificate.
2. In connection with the closing-out of any short
sale, the Fund shall promptly deliver to the Custodian a
Certificate specifying with respect to each such closing-out:
(a)
the Series to which the short sale being closed-out was
specifically allocated; (b) the name of the issuer and the title
of the Security; (c) the number of shares or the principal
amount,
and accrued interest or dividends, if any, required to effect
such
closing-out to be delivered to the broker; (d) the dates of the
closing-out and settlement; (e) the purchase price per unit; (f)
the net total amount payable to the Fund for the account of such
Series upon such closing-out; (g) the net total amount payable
to
the broker upon such closing-out; (h the amount of cash and the
amount and kind of Securities to be withdrawn, if any, from the
Margin Account; (i) the amount of cash and/or the amount and
kind
of Securities, if any, to be withdrawn from the Segregated
Security Account; and (j) the name of the broker through which
the
Fund is effecting such closing-out. The Custodian shall, upon
receipt of the net total amount payable to the Fund for the
account of such Series upon such closing-out and the return
and/or
cancellation of the receipts, if any, issued by the custodian
with
respect to the short sale being closed-out, pay out of the
moneys
held for the account of the Series to the broker the net total
amount payable to the broker, and make the withdrawals from the
Margin Account and the Segregated Security Account, as the same
are specified in the Certificate.
ARTICLE IX
REVERSE REPURCHASE AGREEMENTS
1. Promptly after the Fund, on behalf of a Series,
enters into a Reverse Repurchase Agreement with respect to
Securities and money held by the Custodian hereunder, the Fund
shall deliver to the Custodian a Certificate or in the event
such
Reverse Repurchase Agreement is a Money Market Security, a
Certificate, Oral Instructions or Written Instructions
specifying:
(a) the Series to which the Reverse Repurchase Agreement is to
be
specifically allocated; (b) the total amount payable to the Fund
for the account of such Series in connection with such Reverse
Repurchase Agreement; (c) the broker or dealer through or with
which the Reverse Repurchase Agreement is entered; (d) the
amount
and kind of Securities to be delivered by the Fund to such
broker
or dealer; (e) the date of such Reverse Repurchase Agreement;
and
(f) the amount of cash and/or the amount and kind of Securities,
if any, to be deposited in a Segregated Security Account in
connection with such Reverse Repurchase Agreement. The
Custodian
shall, upon receipt of the total amount payable to the Fund
specified in the Certificate, Oral Instructions or Written
Instructions make the delivery to the broker or dealer, and the
deposits, if any, to the Segregated Security Account, specified
in
such Certificate, Oral Instructions or Written Instructions.
2. Upon the termination of a Reverse Repurchase
Agreement described in paragraph 1 of this Article, the Fund
shall
promptly deliver a Certificate or, in the event such Reverse
Repurchase Agreement is a Money Market Security, a Certificate,
Oral Instructions or Written Instructions to the Custodian
specifying: (a) the Series to which the Reverse Repurchase
Agreement terminated was specifically allocated; (b) the Reverse
Repurchase Agreement being terminated; (c) the total amount
payable by the Fund for the account of such Series in connection
with such termination; (d) the amount and kind of Securities to
be
received by the Fund for the account of such Series in
connection
with such termination; (e) the date of termination; (f) the name
of the broker or dealer with or through which the Reverse
Repurchase Agreement is to be terminated; and (g) the amount of
cash and/or the amount and kind of Securities to be withdrawn
from
the Segregated Security Account. The Custodian shall, upon
receipt of the amount and kind of Securities to be received by
the
Fund specified in the Certificate, Oral Instructions or Written
Instructions, make the payment to the broker or dealer, and the
withdrawals, if any, from the Segregated Security Account,
specified in such Certificate, Oral Instructions or Written
Instructions.
ARTICLE X
CONCERNING MARGIN ACCOUNTS, SEGREGATED SECURITY
ACCOUNTS AND COLLATERAL ACCOUNTS
1. The Custodian shall, from time to time, make such
deposits to, or withdrawals from, a Segregated Security Account
as
specified in a Certificate received by the Custodian. Such
Certificate shall specify the amount of cash and/or the amount
and
kind of Securities to be deposited in, or withdrawn from, the
Segregated Security Account. In the event that the Fund fails
to
specify in a Certificate the designated Series, the name of the
issuer, the title and the number of shares or the principal
amount
of any particular Securities to be deposited by the Custodian
into, or withdrawn from, a Segregated Securities Account, the
Custodian shall be under no obligation to make any such deposit
or
withdrawal and shall so notify the Fund.
2. The Custodian shall make deliveries or payments
from
a Margin Account to the broker, dealer, futures commission
merchant or Clearing Member in whose name, or for whose benefit,
the account was established as specified in the Margin Account
Agreement.
3. Amounts received by the Custodian as payments or
distributions with respect to Securities deposited in any Margin
Account shall be dealt with in accordance with the terms and
conditions of the Margin Account Agreement.
4. The Custodian shall have a continuing lien and
security interest in and to any property at any time held by the
Custodian in any Collateral Account described herein. In
accordance with applicable law, the Custodian may enforce its
lien
and realize on any such property whenever the Custodian has made
payment or delivery pursuant to any Put Option guarantee letter
or
similar document or any receipt issued hereunder by the
Custodian.
In the event the Custodian should realize on any such property
net
proceeds which are less than the Custodian's obligations under
any
Put Option guarantee letter or similar document or any receipt,
such deficiency shall be a debt owed the Custodian by the Fund
within the scope of Article XIII herein.
5. On each business day, the Custodian shall furnish
the Fund with respect to each Series a statement with respect to
each Margin Account in which money or Securities are held
specifying as of the close of business on the previous business
day: (a) the name of the Margin Account; (b) the amount and
kind
of Securities held therein; and (c) the amount of money held
therein. The Custodian shall make available upon request to any
broker, dealer or futures commission merchant specified in the
name of a Margin Account a copy of the statement furnished the
Fund with respect to such Margin Account.
6. Promptly after the close of business on each
business day in which cash and/or Securities are maintained in a
Collateral Account, the Custodian shall furnish the Fund with a
Statement with respect to such Collateral Account specifying the
amount of cash and/or the amount and kind of Securities held
therein. No later than the close of business next succeeding
the
delivery to the Fund of such statement, the Fund shall furnish
to
the Custodian a Certificate or Written Instructions specifying
the
then market value of the securities described in such statement.
In the event such then market value is indicated to be less than
the Custodian's obligation with respect to any outstanding Put
Option, guarantee letter or similar document, the Fund shall
promptly specify in a Certificate the additional cash and/or
Securities to be deposited in such Collateral Account to
eliminate
such deficiency.
ARTICLE XI
PAYMENT OF DIVIDENDS OR DISTRIBUTIONS
1. For each Series, the Fund shall furnish to the
Custodian a copy of the resolution of the Fund's Board,
certified
by the Secretary or any Assistant Secretary, either (i) setting
forth the date of the declaration of a dividend or distribution,
the date of payment thereof, the record date as of which
shareholders entitled to payment shall be determined, the amount
payable per share to the shareholders of record as of that date
and the total amount payable to the Dividend Agent of the Fund
on
the payment date, or (ii) authorizing the declaration of
dividends
and distributions on a daily basis and authorizing the Custodian
to rely on Oral Instructions, Written Instructions or a
Certificate setting forth the date of the declaration of such
dividend or distribution, the date of payment thereof, the
record
date as of which shareholders entitled to payment shall be
determined, the amount payable per share to the shareholders of
record as of that date and the total amount payable to the
Dividend Agent on the payment date.
2. Upon the payment date specified in such
resolution,
Oral Instructions, Written Instructions or Certificate, as the
case may be, the Custodian shall pay out of the moneys held for
the account of the Series the total amount payable to the
Dividend
Agent of the Fund.
ARTICLE XII
SALE AND REDEMPTION OF SHARES
1. Whenever the Fund shall sell any Series' Shares,
the
Fund shall deliver to the Custodian a Certificate duly
specifying:
(a) The number of Shares sold, trade date, and price;
and
(b) The amount of money to be received by the
Custodian for the sale of such Shares.
2. Upon receipt of such money from the Transfer
Agent, the Custodian shall credit such money to the account of
such Series.
3. Upon issuance of any Series' Shares in accordance
with the foregoing provisions of this Article, the Custodian
shall
pay, out of the money held for the account of such Series, all
original issue or other taxes required to be paid by the Fund
for
the account of such Series in connection with such issuance upon
the receipt of a Certificate specifying the amount to be paid.
4. Except as provided hereinafter, whenever the Fund
shall hereafter redeem any Series' Shares, the Fund shall
furnish
to the Custodian a Certificate specifying:
(a) The number of Shares redeemed; and
(b) The amount to be paid for the Shares redeemed.
5. Upon receipt from the Transfer Agent of an advice
setting forth the number of a Series' Shares received by the
Transfer Agent for redemption and that such Shares are valid and
in good form for redemption, the Custodian shall make payment to
the Transfer Agent out of the moneys held for the account of
such
Series of the total amount specified in the Certificate issued
pursuant to the foregoing paragraph 4 of this Article.
6. Notwithstanding the above provisions regarding the
redemption of any of Series' Shares, whenever a Series' Shares
are
redeemed pursuant to any check redemption privilege which may
from
time to time be offered by the Fund, the Custodian, unless
otherwise instructed by a Certificate, shall, upon receipt of an
advice from the Fund or its agent setting forth that the
redemption is in good form for redemption in accordance with the
check redemption procedure, honor the check presented as part of
such check redemption privilege out of the money held in the
account of the Fund for such purposes.
ARTICLE XIII
OVERDRAFTS OR INDEBTEDNESS
1. If the Custodian should in its sole discretion
advance funds on behalf of a Series which results in an
overdraft
because the moneys held by the Custodian for the account of such
Series shall be insufficient to pay the total amount payable
upon
a purchase of Securities as set forth in a Certificate or Oral
Instructions issued pursuant to Article IV, or which results in
an
overdraft in the account for such Series for some other reason,
or
if a Series is for any other reason indebted to the Custodian
(except a borrowing for investment or for temporary or emergency
purposes using Securities as collateral pursuant to a separate
agreement and subject to the provisions of paragraph 2 of this
Article XIII), such overdraft or indebtedness shall be deemed to
be a loan made by the Custodian to such Series payable on demand
and shall bear interest from the date incurred at a rate per
annum
(based on a 360-day year for the actual number of days involved)
equal to the Federal Funds Rate plus l/2%, such rate to be
adjusted on the effective date of any change in such Federal
Funds
Rate but in no event to be less than 6% per annum, except that
any
overdraft resulting from an error by the Custodian shall bear no
interest. Any such overdraft or indebtedness shall be reduced
by
an amount equal to the total of all amounts due such Series
which
have not been collected by the Custodian on behalf of such
Series
when due because of the failure of the Custodian to make timely
demand or presentment for payment. In addition, the Fund hereby
agrees that the Custodian shall have a continuing lien and
security interest in and to any property at any time held by it
for the benefit of such Series or in which such Series may have
an
interest which is then in the Custodian's possession or control
or
in possession or control of any third party acting in the
Custodian's behalf. The Fund authorizes the Custodian, in its
sole discretion, at any time to charge any such overdraft or
indebtedness together with interest due thereon against any
balance of account standing to such Series' credit on the
Custodian's books. For purposes of this Section 1 of
Article XIII, "overdraft" shall mean a negative Available
Balance.
2. The Fund will cause to be delivered to the
Custodian
by any bank (including, if the borrowing is pursuant to a
separate
agreement, the Custodian) from which it borrows money for
investment or for temporary or emergency purposes using
Securities
in a Series' portfolio as collateral for such borrowings, a
notice
or undertaking in the form currently employed by any such bank
setting forth the amount which such bank will loan to the Fund
against delivery of a stated amount of collateral. The Fund
shall
promptly deliver to the Custodian a Certificate specifying with
respect to each such borrowing: (a) the Series to which the
borrowing relates; (b) the name of the bank; (c) the amount and
terms of the borrowing, which may be set forth by incorporating
by
reference an attached promissory note, duly endorsed by the
Fund,
or other loan agreement; (d) the time and date, if known, on
which
the loan is to be entered into; (e) the date on which the loan
becomes due and payable; (f) the total amount payable to the
Fund
for the account of such Series on the borrowing date; (g) the
market value of Securities to be delivered as collateral for
such
loan, including the name of the issuer, the title and the number
of shares or the principal amount of any particular Securities;
and (h) a statement specifying whether such loan is for
investment
purposes or for temporary or emergency purposes and that such
loan
is in conformance with the Investment Company Act of 1940, as
amended, and the Fund's prospectus. The Custodian shall deliver
on the borrowing date specified in a Certificate the specified
collateral and the executed promissory note, if any, against
delivery by the lending bank of the total amount of the loan
payable, provided that the same conforms to the total amount
payable as set forth in the Certificate. The Custodian may, at
the option of the lending bank, keep such collateral in its
possession, but such collateral shall be subject to all rights
therein given the lending bank by virtue of any promissory note
or
loan agreement. The Custodian shall deliver such Securities as
additional collateral as may be specified in a Certificate to
collateralize further any transaction described in this
paragraph.
The Fund shall cause all Securities released from collateral
status to be returned directly to the Custodian, and the
Custodian
shall receive from time to time such return of collateral as may
be tendered to it. In the event that the Fund fails to specify
in
a Certificate the Series, the name of the issuer, the title and
number of shares or the principal amount of any particular
Securities to be delivered as collateral by the Custodian, the
Custodian shall not be under any obligation to deliver any
Securities.
ARTICLE XIV
LOAN OF PORTFOLIO SECURITIES OF THE FUND
1. If the Fund is permitted by the terms of its
organization documents and as disclosed in its most recent and
currently effective prospectus to lend the portfolio Securities
of
a Series, within 24 hours after each loan of portfolio
Securities
the Fund shall deliver or cause to be delivered to the Custodian
a
Certificate specifying with respect to each such loan: (a) the
Series to which the Securities to be loaned are specifically
allocated; (b) the name of the issuer and the title of the
Securities; (c) the number of shares or the principal amount
loaned; (d) the date of loan and delivery; (e) the total amount
to
be delivered to the Custodian against the loan of the
Securities,
including the amount of cash collateral and the premium, if any,
separately identified; and (f) the name of the broker, dealer or
financial institution to which the loan was made. The Custodian
shall deliver the Securities thus designated to the broker,
dealer
or financial institution to which the loan was made upon receipt
of the total amount designated as to be delivered against the
loan
of Securities. The Custodian may accept payment in connection
with a delivery otherwise than through the Book-Entry System or
Depository only in the form of a certified or bank cashier's
check
payable to the order of the Fund or the Custodian drawn on New
York Clearing House funds and may deliver Securities in
accordance
with the customs prevailing among dealers in securities.
2. Promptly after each termination of the loan of
Securities by the Fund, the Fund shall deliver or cause to be
delivered to the Custodian a Certificate specifying with respect
to each such loan termination and return of Securities: (a) the
Series to which the Securities to be returned are specifically
allocated; (b) the name of the issuer and the title of the
Securities to be returned; (c) the number of shares or the
principal amount to be returned; (d) the date of termination;
(e)
the total amount to be delivered by the Custodian (including the
cash collateral for such Securities minus any offsetting credits
as described in said Certificate); and (f) the name of the
broker,
dealer or financial institution from which the Securities will
be
returned. The Custodian shall receive all Securities returned
from the broker, dealer, or financial institution to which such
Securities were loaned and upon receipt thereof shall pay, out
of
the moneys held for the account of the Series specified in the
Certificate, the total amount payable upon such return of
Securities as set forth in the Certificate.
ARTICLE XV
CONCERNING THE CUSTODIAN
1. Except as hereinafter provided, neither the
Custodian nor its nominee shall be liable for any loss or
damage,
including counsel fees, resulting from its action or omission to
act or otherwise, either hereunder or under any Margin Account
Agreement, except for any such loss or damage arising out of its
own negligence or willful misconduct. The Custodian may, with
respect to questions of law arising hereunder or under any
Margin
Account Agreement, apply for and obtain the advice and opinion
of
counsel to the Fund or of its own counsel, at the expense of the
Fund, and shall be fully protected with respect to anything done
or omitted by it in good faith in conformity with such advice or
opinion. The Custodian shall be liable to the Fund for any loss
or damage resulting from the use of the Book-Entry System or any
Depository arising by reason of any negligence, misfeasance or
willful misconduct on the part of the Custodian or any of its
employees or agents.
2. Without limiting the generality of the foregoing,
the Custodian shall be under no obligation to inquire into, and
shall not be liable for:
(a) The validity of the issue of any Securities
purchased, sold or written by or for the Fund, the legality of
the
purchase, sale or writing thereof, or the propriety of the
amount
paid or received therefor;
(b) The legality of the issue or sale of any of the
Fund's Shares, or the sufficiency of the amount to be received
therefor;
(c) The legality of the redemption of any of the
Fund's
Shares, or the propriety of the amount to be paid therefor;
(d) The legality of the declaration or payment of any
dividend by the Fund;
(e) The legality of any borrowing by the Fund using
Securities as collateral;
(f) The legality of any loan of portfolio Securities
pursuant to Article XIV of this Agreement, nor shall the
Custodian
be under any duty or obligation to see to it that any cash
collateral delivered to it by a broker, dealer or financial
institution or held by it at any time as a result of such loan
of
portfolio Securities of the Fund is adequate collateral for the
Fund against any loss it might sustain as a result of such loan.
The Custodian specifically, but not by way of limitation, shall
not be under any duty or obligation periodically to check or
notify the Fund that the amount of such cash collateral held by
it
for the Fund is sufficient collateral for the Fund, but such
duty
or obligation shall be the sole responsibility of the Fund. In
addition, the Custodian shall be under no duty or obligation to
see that any broker, dealer or financial institution to which
portfolio Securities of the Fund are lent pursuant to Article
XIV
of this Agreement makes payment to it of any dividends or
interest
which are payable to or for the account of the applicable Series
of the Fund during the period of such loan or at the termination
of such loan, provided, however, that the Custodian shall
promptly
notify the Fund in the event that such dividends or interest are
not paid and received when due; or
(g) The sufficiency or value of any amounts of money
and/or Securities held in any Margin Account, Segregated
Security
Account or Collateral Account in connection with transactions by
the Fund. In addition, the Custodian shall be under no duty or
obligation to see that any broker, dealer, futures commission
merchant or Clearing Member makes payment to the Fund of any
variation margin payment or similar payment which the Fund may
be
entitled to receive from such broker, dealer, futures commission
merchant or Clearing Member, to see that any payment received by
the Custodian from any broker, dealer, futures commission
merchant
or Clearing Member is the amount the Fund is entitled to
receive,
or to notify the Fund of the Custodian's receipt or non-receipt
of
any such payment; provided however that the Custodian, upon the
Fund's written request, shall, as Custodian, demand from any
broker, dealer, futures commission merchant or Clearing Member
identified by the Fund the payment of any variation margin
payment
or similar payment that the Fund asserts it is entitled to
receive
pursuant to the terms of a Margin Account Agreement or otherwise
from such broker, dealer, futures commission merchant or
Clearing
Member.
3. The Custodian shall not be liable for, or
considered
to be the Custodian of, any money, whether or not represented by
any check, draft or other instrument for the payment of money,
received by it on behalf of the Fund until the Custodian
actually
receives and collects such money directly or by the final
crediting of the account representing the Fund's interest at the
Book-Entry System or the Depository.
4. The Custodian shall have no responsibility and
shall
not be liable for ascertaining or acting upon any calls,
conversions, exchange, offers, tenders, interest rate changes or
similar matters relating to Securities held in the Depository,
unless the Custodian shall have actually received timely notice
from the Depository. In no event shall the Custodian have any
responsibility or liability for the failure of the Depository to
collect, or for the late collection or late crediting by the
Depository of any amount payable upon Securities deposited in
the
Depository which may mature or be redeemed, retired, called or
otherwise become payable. However, upon receipt of a
Certificate
from the Fund of an overdue amount on Securities held in the
Depository, the Custodian shall make a claim against the
Depository on behalf of the Fund, except that the Custodian
shall
not be under any obligation to appear in, prosecute or defend
any
action, suit or proceeding in respect to any Securities held by
the Depository which in its opinion may involve it in expense or
liability, unless indemnity satisfactory to it against all
expense
and liability be furnished as often as may be required.
5. The Custodian shall not be under any duty or
obligation to take action to effect collection of any amount due
to the Fund from the Transfer Agent of the Fund nor to take any
action to effect payment or distribution by the Transfer Agent
of
the Fund of any amount paid by the Custodian to the Transfer
Agent
of the Fund in accordance with this Agreement.
6. The Custodian shall not be under any duty or
obligation to take action to effect collection of any amount, if
the Securities upon which such amount is payable are in default,
or if payment is refused after due demand or presentation,
unless
and until (i) it shall be directed to take such action by a
Certificate and (ii) it shall be assured to its satisfaction of
reimbursement of its costs and expenses in connection with any
such action.
7. The Custodian may appoint one or more banking
institutions as Depository or Depositories or as Sub-Custodian
or
Sub-Custodians, including, but not limited to, banking
institutions located in foreign countries, of Securities and
moneys at any time owned by the Fund, upon terms and conditions
approved in the Certificate, which shall, if requested by the
Custodian, be accompanied by an approving resolution of the
Fund's
Board adopted in accordance with Rule 17f-5 under the Investment
Company Act of 1940, as amended. Notwithstanding anything to
the
contrary contained in this Agreement, the Custodian shall hold
harmless and indemnify the Fund from and against any losses,
actions, claims, demands, expenses and proceedings, including
counsel fees, that occur as a result of any act or omission of
any
Foreign Sub-Custodian or Depository with respect to the
safekeeping of moneys and securities of the Fund.
8. The Custodian shall not be under any duty or
obligation to ascertain whether any Securities at any time
delivered to or held by it for the account of the Fund are such
as
properly may be held by the Fund under the provisions of its
organization documents.
9. (a) The Custodian shall be entitled to receive
and
the Fund agrees to pay to the Custodian all reasonable out-of-
pocket expenses and such compensation and fees as are specified
on
Schedule A hereto. The Custodian shall not deem amounts payable
in respect of foreign custodial services to be out-of-pocket
expenses, it being the parties' intention that all fees for such
services shall be as set forth on Schedule B hereto and shall be
provided for the term of this Agreement without any automatic or
unilateral increase. The Custodian shall have the right to
unilaterally increase the figures on Schedule A on or after
March 1, 1996 and on or after each succeeding March 1 thereafter
by an amount equal to 50% of the increase in the Consumer Price
Index for the calendar year ending on the December 31
immediately
preceding the calendar year in which such March 1 occurs,
provided, however, that during each such annual period
commencing
on a March 1, the aggregate increase during such period shall
not
be in excess of 10%. Any increase by the Custodian shall be
specified in a written notice delivered to the Fund at least
thirty days prior to the effective date of the increase. The
Custodian may charge such compensation and any expenses incurred
by the Custodian in the performance of its duties pursuant to
such
agreement against any money held by it for the account of the
Fund. The Custodian shall also be entitled to charge against
any
money held by it for the account of the Fund the amount of any
loss, damage, liability or expense, including counsel fees, for
which it shall be entitled to reimbursement under the provisions
of this Agreement. The expenses which the Custodian may charge
against the account of the Fund include, but are not limited to,
the expenses of Sub-Custodians and foreign branches of the
Custodian incurred in settling outside of New York City
transactions involving the purchase and sale of Securities of
the
Fund.
(b) The Fund shall receive a credit for each
calendar month against such compensation and fees of the
Custodian
as may be payable by the Fund with respect to such calendar
month
in an amount equal to the aggregate of its Earnings Credit for
such calendar month. In no event may any Earnings Credits be
carried forward to any fiscal year other than the fiscal year in
which it was earned, or, unless permitted by applicable law,
transferred to, or utilized by, any other person or entity,
provided that any such transferred Earnings Credit can be used
only to offset compensation and fees of the Custodian for
services
rendered to such transferee and cannot be used to pay the
Custodian's out-of-pocket expenses. For purposes of this sub-
section (b), the Fund is permitted to transfer Earnings Credits
only to The Dreyfus Corporation, its affiliates and/or any
investment company now or in the future for which The Dreyfus
Corporation or any of its affiliates acts as the sole investment
adviser. For purposes of this sub-section (b), a fiscal year
shall mean the twelve-month period commencing on the effective
date of this Agreement and on each anniversary thereof.
10. The Custodian shall be entitled to rely upon any
Certificate, notice or other instrument in writing received by
the
Custodian and reasonably believed by the Custodian to be a
Certificate. The Custodian shall be entitled to rely upon any
Oral Instructions and any Written Instructions actually received
by the Custodian pursuant to Article IV or XI hereof. The Fund
agrees to forward to the Custodian a Certificate or facsimile
thereof, confirming such Oral Instructions or Written
Instructions
in such manner so that such Certificate or facsimile thereof is
received by the Custodian, whether by hand delivery, telex or
otherwise, by the close of business of the same day that such
Oral
Instructions or Written Instructions are given to the Custodian.
The Fund agrees that the fact that such confirming instructions
are not received by the Custodian shall in no way affect the
validity of the transactions or enforceability of the
transactions
hereby authorized by the Fund. The Fund agrees that the
Custodian
shall incur no liability to the Fund in acting upon Oral
Instructions given to the Custodian hereunder concerning such
transactions, provided such instructions reasonably appear to
have
been received from an Authorized Person.
11. The Custodian shall be entitled to rely upon any
instrument, instruction or notice received by the Custodian and
reasonably believed by the Custodian to be given in accordance
with the terms and conditions of any Margin Account Agreement.
Without limiting the generality of the foregoing, the Custodian
shall be under no duty to inquire into, and shall not be liable
for, the accuracy of any statements or representations contained
in any such instrument or other notice including, without
limitation, any specification of any amount to be paid to a
broker, dealer, futures commission merchant or Clearing Member.
12. The books and records pertaining to the Fund
which
are in the possession of the Custodian shall be the property of
the Fund. Such books and records shall be prepared and
maintained
as required by the Investment Company Act of 1940, as amended,
and
other applicable securities laws and rules and regulations. The
Fund, or the Fund's authorized representatives, shall have
access
to such books and records during the Custodian's normal business
hours. Upon the reasonable request of the Fund, copies of any
such books and records shall be provided by the Custodian to the
Fund or the Fund's authorized representative at the Fund's
expense.
13. The Custodian shall provide the Fund with any
report obtained by the Custodian on the system of internal
accounting control of the Book-Entry System or the Depository,
or
O.C.C., and with such reports on its own systems of internal
accounting control as the Fund may reasonably request from time
to time.
14. The Fund agrees to indemnify the Custodian against
and save the Custodian harmless from all liability, claims,
losses
and demands whatsoever, including attorney's fees, howsoever
arising or incurred because of or in connection with the
Custodian's payment or non-payment of checks pursuant to
paragraph
6 of Article XII as part of any check redemption privilege
program
of the Fund, except for any such liability, claim, loss and
demand
arising out of the Custodian's own negligence or willful
misconduct.
15. Subject to the foregoing provisions of this
Agreement, the Custodian may deliver and receive Securities, and
receipts with respect to such Securities, and arrange for
payments
to be made and received by the Custodian in accordance with the
customs prevailing from time to time among brokers or dealers in
such Securities.
16. The Custodian shall have no duties or responsi-
bilities whatsoever except such duties and responsibilities as
are
specifically set forth in this Agreement, and no covenant or
obligation shall be implied in this Agreement against the
Custodian.
ARTICLE XVI
TERMINATION
1. (a) Any termination may be effected only by the
terminating party giving to the other party a notice in writing
specifying the date of such termination, which shall be not less
than two hundred seventy (270) days after the date of giving of
such notice.
(b) The Fund may at any time terminate this
Agreement if the Custodian has materially breached its
obligations
under this Agreement and such breach has remained uncured for a
period of thirty days after the Custodian's receipt from the
Fund
of written notice specifying such breach.
(c) Either party, immediately upon written notice
to the other party, may terminate this Agreement upon the Merger
or Bankruptcy of the other party.
(d) The Fund may at any time terminate this
Agreement if the Custodian has materially breached its
obligations
under the "Amendment to Transfer Agency Agreements" dated August
18, 1989 and has not cured such breach as promptly as
practicable
and in any event within seven days of its receipt of written
notice of such breach, provided that the Custodian shall not be
permitted to cure any such material breach arising from the
willful misconduct of the Custodian.
In the event notice of termination is given by the
Fund,
it shall be accompanied by a copy of a resolution of the Fund's
Board, certified by the Secretary or any Assistant Secretary,
electing to terminate this Agreement and designating a successor
custodian or custodians, each of which shall be a bank or trust
company having not less than $2,000,000 aggregate capital,
surplus
and undivided profits. In the event notice of termination is
given by the Custodian, the Fund shall, on or before the
termination date, deliver to the Custodian a copy of a
resolution
of its Board, certified by the Secretary or any Assistant
Secretary, designating a successor custodian or custodians. In
the absence of such designation by the Fund, the Custodian may
designate a successor custodian which shall be a bank or trust
company having not less than $2,000,000 aggregate capital,
surplus
and undivided profits. Upon the date set forth in such notice,
this Agreement shall terminate and the Custodian shall, upon
receipt of a notice of acceptance by the successor custodian, on
that date deliver directly to the successor custodian all
Securities and moneys then owned by the Fund and held by it as
Custodian, after deducting all fees, expenses and other amounts
for the payment or reimbursement of which it shall then be
entitled.
2. If a successor custodian is not designated by the
Fund or the Custodian in accordance with the preceding
paragraph,
the Fund shall, upon the date specified in the notice of
termination of this Agreement and upon the delivery by the
Custodian of all Securities (other than Securities held in the
Book-Entry System which cannot be delivered to the Fund) and
moneys then owned by the Fund, be deemed to be its own
custodian,
and the Custodian shall thereby be relieved of all duties and
responsibilities pursuant to this Agreement, other than the duty
with respect to Securities held in the Book-Entry System, in any
Depository or by a Clearing Member which cannot be delivered to
the Fund, to hold such Securities hereunder in accordance with
this Agreement.
ARTICLE XVII
MISCELLANEOUS
1. Annexed hereto as Appendix A is a Certificate
setting forth the names of the present Authorized Persons. The
Fund agrees to furnish to the Custodian a new Certificate in
similar form in the event that any such present Authorized
Person
ceases to be an Authorized Person or in the event that other or
additional Authorized Persons are elected or appointed. Until
such new Certificate shall be received, the Custodian shall be
fully protected in acting under the provisions of this Agreement
upon Oral Instructions or signatures of the present Authorized
Persons as set forth in the last delivered Certificate.
2. Annexed hereto as Appendix B is a Certificate
signed
by two of the present Officers of the Fund setting forth the
names
of the present Officers of the Fund. The Fund agrees to furnish
to the Custodian a new Certificate in similar form in the event
any such present Officer ceases to be an Officer of the Fund, or
in the event that other or additional Officers are elected or
appointed. Until such new Certificate shall be received, the
Custodian shall be fully protected in acting under the
provisions
of this Agreement upon the signatures of the Officers as set
forth
in the last delivered Certificate.
3. Any notice or other instrument in writing,
authorized or required by this Agreement to be given to the
Custodian, shall be sufficiently given if addressed to the
Custodian and mailed or delivered to it at its offices at 90
Washington Street, 13th Floor, New York, New York 10286, or at
such other place as the Custodian may from time to time
designate
in writing.
4. Any notice or other instrument in writing,
authorized or required by this Agreement to be given to the
Fund,
shall be sufficiently given if addressed to the Fund and mailed
or
delivered to it at its offices at 144 Glenn Curtiss Boulevard,
Uniondale, New York 11556-0144, or at such other place as the
Fund
may from time to time designate in writing.
5. This Agreement may not be amended or modified in
any
manner except by a written agreement executed by both parties
with
the same formality as this Agreement and approved by a
resolution
of the Fund's Board.
6. This Agreement shall extend to and shall be
binding
upon the parties hereto, and their respective successors and
assigns; provided, however, that this Agreement shall not be
assignable by the Fund without the written consent of the
Custodian, or by the Custodian without the written consent of
the
Fund, authorized or approved by a resolution of its Board.
7. This Agreement shall be construed in accordance
with the laws of the State of New York.
8. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original,
but
such counterparts shall, together, constitute only one
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers, thereunto
duly authorized, as of the day and year first above written.
DREYFUS GROWTH AND VALUE FUNDS, INC.
By:
Attest:
THE BANK OF NEW YORK
By:
Attest:
Appendix A
DREYFUS GROWTH AND VALUE FUNDS, INC.
AUTHORIZED SIGNATORIES:
CASH ACCOUNT AND/OR CUSTODIAN ACCOUNT
FOR PORTFOLIO SECURITIES TRANSACTIONS
Group I Group II
Frank Greene, Phyllis Paul R. Casti, Jr. Thomas J.Durante
Meiner, Paul R. Casti, Jr., Jeffrey N. Nachman James M.Windels
Thomas J. Durante, Jean Philip Toia Paul T. Molloy
Farley, Gregory S. Gruber, Lawrence Kash Jean Farley
Paul T. Molloy, Jeffrey N. Joseph I. Connolly
Nachman, James M. Windels, Gregory S. Gruber
Anna Mancini and Mary
Kate Macchia
Cash Account
1. Fees payable to The Bank of New York pursuant to written
agreement with the Fund for services rendered in its
capacity
as Custodian or agent of the Fund, or to The Shareholder
Services Group, Inc. in its capacity as Transfer Agent or
agent of the Fund:
Two (2) signatures required, one of which must be from
Group II, except that no individual shall be
authorized to sign more than once.
2. Other expenses of the Fund, $5,000 and under:
Any combination of two (2) signatures from either
Group I or Group II, or both such Groups, except that no
individual shall be authorized to sign more than once.
3. Other expenses of the Fund, over $5,000 but not over
$25,000:
Two (2) signatures required, one of which must be from
Group II, except that no individual shall be
authorized to sign more than once.
4. Other expenses of the Fund, over $25,000:
Two (2) signatures required, one from Group I or Group
II, including any one of the following: Paul R. Casti,
Jr., James M. Windels, Jeffrey N. Nachman, Joseph I.
Connolly, or Philip Toia, except that no individual shall be
authorized to sign more than once.
Custodian Account for Portfolio Securities Transactions
Two (2) signatures required from any of the following:
Joseph I. Connolly, Philip Toia, Paul R. Casti,
Jr., Thomas J. Durante, Jean Farley, Gregory S. Gruber,
Paul T. Molloy, Jeffrey N. Nachman, James M.
Windels,
Mary Kate Macchia, Robert Salviolo, Katya Jiminez,
Paul Goerke, Christine O'Hara and Anna Mancini.
Appendix B
DREYFUS GROWTH AND VALUE FUNDS, INC.
The undersigned Officers of the Fund do hereby certify
that the following individuals, whose specimen signatures are on
file with The Bank of New York, have been duly elected or
appointed
by the Fund's Board to the position set forth opposite their
names and have qualified therefor:
Name Position
Marie E. Connolly President and Treasurer
John E. Pelletier Vice President and Secretary
Frederick C. Dey Vice President and Assistant
Treasurer
Eric B. Fischman Vice President and Assistant
Secretary
Joseph F. Tower, IIIAssistant Treasurer
John J. Pyburn Assistant Treasurer
Ruth D. Leibert Assistant Secretary
Howard Stein Portfolio Manager
David L. Diamond Portfolio Manager
Peter I. Higgins Portfolio Manager
Richard B. Hoey Portfolio Manager
Thomas A. Frank Portfolio Manager
Jeffrey F. Friedman Portfolio Manager
Ernest G. Wiggins, Jr. Portfolio Manager
Eric B. Fischman, Ruth D. Leibert,
Vice President Assistant Secretary
<PAGE>
Appendix C
The following are designated publications for purposes
of paragraph 5(b) of Article III:
The Bond Buyer
Depository Trust Company Notices
Financial Daily Card Service
The New York Times
Standard & Poor's Called Bond Record
The Wall Street Journal
<PAGE>
Appendix D
Name of Series
Dreyfus Aggressive Growth Fund
Dreyfus Aggressive Value Fund
Dreyfus Emerging Leaders Fund
Dreyfus International Growth Fund
Dreyfus International Value Fund
Dreyfus Large Company Growth Fund
Dreyfus Large Company Value Fund
Dreyfus Midcap Value Fund
Dreyfus Small Company Growth Fund
Dreyfus Small Company Value Fund
As Revised: September 14, 1995
<PAGE>
Schedule A
The fees payable to the Custodian with respect to
securities held in domestic custody are annexed hereto.
As Revised: September 14, 1995
DREYFUS GROWTH AND VALUE FUNDS, INC.
Domestic Custody Fees
Basic Fee: 1/100 of 1% per annum of the first $500,000,000,
and 1/200 of 1% of the excess over $500,000,000
per annum of the total market value of domestic
securities held.
Custodial Transactions:
$8.00 per transaction for each receipt and
delivery of book entry securities through DTC/FRB.
$20.00 per transaction for physical settlements,
municipal sub-custodian settlements, writing
options (preparation of depository or escrow
receipts) and initial futures transactions.
$5.00 for futures variation margin maintenance.
$7.00 for P&I paydowns.
$10.00 for GNMA PTC settlements.
$200.00 for the collection of interest on
securities held in "street name".
<PAGE>
Schedule B
The fees payable to the Custodian with respect to
securities held in foreign custody are as set forth in a letter
dated January 13, 1995 from Jerome P. Isoldi of The Bank of New
York to Frederick C. Dey, a copy of which is attached hereto.
As Revised: September 14, 1995
<PAGE>
THE BANK OF NEW YORK
90 Washington Street
New York, New York 10286
January 13, 1995
Mr. Frederick C. Dey
Assistant Treasurer
200 Park Avenue
New York, New York 10166
Re: Global Custody Fees
Dear Fred:
This letter is an update of my September 21, 1993
global custody fee schedule letter addressed to Mr. Jeffrey
Nachman for the Dreyfus Family of Funds.
Safekeeping charges and transaction fees will be
applied per country, as indicated in the attached schedule.
Warmest regards.
Sincerely,
Jerome P. Isoldi
Senior Vice President
JPI/nd
Enclosure
GLOBAL CUSTODY FEE PROPOSAL
THE DREYFUS FAMILY OF FUNDS
AUSTRALIA MEXICO (BONDS)
CANADA NETHERLANDS
FRANCE NEW ZEALAND
GERMANY SWEDEN
IRELAND SWITZERLAND
JAPAN
SAFEKEEPING FEE
12 b.p. PER ANNUM ON FIRST 250MM MARKET VALUE OF ASSETS
10 b.p. PER ANNUM ON NEXT 500MM
8 b.p. PER ANNUM ON EXCESS
TRANSACTION FEE
$50 FOR EACH TRANSACTION
CEDEL
SAFEKEEPING FEE
5 b.p. PER ANNUM ON MARKET VALUE OF ASSETS HELD
TRANSACTION FEE
$25 FOR EACH TRANSACTION
GLOBAL CUSTODY FEE PROPOSAL
THE DREYFUS FAMILY OF FUNDS
SAFEKEEPING TRANSACTIONS
ARGENTINA 30 b.p. $ 75
AUSTRIA 8 b.p. 60
BANGLADESH 40 b.p. 170
BELGIUM 8 b.p. 75
BRAZIL * 45 b.p. 75
CHILE 35 b.p. 90
CHINA 25 b.p. 50
COLUMBIA 45 b.p. 125
CZECH REPUBLIC 50 b.p. 55
DENMARK 15 b.p. 75
FINLAND 10 b.p. 75
GREECE
Bond 25 b.p. 30
Equity 50 b.p. 450
HONG KONG 15 b.p. 100
HUNGARY 5 b.p. 75
INDIA 45 b.p. 125
INDONESIA 15 b.p. 75
ISRAEL 65 b.p. 45
ITALY 18 b.p. 75
KOREA 12.5 b.p. 25
LUXEMBOURG 6.5 b.p. 75
MALAYSIA 15 b.p. 100
MEXICO (EQUITIES) 25 b.p. 60
NORWAY 25 b.p. 125
PAKISTAN 40 b.p. 150
PERU65 b.p. 175
PHILIPPINES 12.5 b.p. 150
POLAND 50 b.p. 150
PORTUGAL 25 b.p. 220
SINGAPORE 15 b.p. 150
SOUTH AFRICA 12.5 b.p. 150
SPAIN8 b.p. 50
SRI LANKA 20 b.p. 60
TAIWAN 15 b.p. 150
THAILAND 18 b.p. 95
TURKEY 25 b.p. 60
UNITED KINGDOM 8 b.p. 50
URUGUAY ** 55 b.p. 75
VENEZUELA 45 b.p. 75
* Includes Local Administrator.
** $4,000 Per Year, Per Account.
OUT-OF-POCKET EXPENSES
TELEX, TELEPHONE, SECURITIES REGISTRATION, ETC., ARE IN ADDITION
TO THE ABOVE.
<PAGE>
EXHIBIT (9)
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:
2.0.1. 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.
2.0.2. 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.
2.0.3. 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.
2.0.4. 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.
2.0.5. 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.
2.0.6. 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.
2.0.7. 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: March 16, 1995
As Revised: September 14, 1995
<PAGE>
EXHIBIT A
Fee as a
percentage of
average daily
Name of Series net assets
Dreyfus Aggressive Growth Fund .25
Dreyfus Aggressive Value Fund .25
Dreyfus Emerging Leaders Fund .25
Dreyfus International Growth Fund .25
Dreyfus International Value Fund .25
Dreyfus Large Company Growth Fund .25
Dreyfus Large Company Value Fund .25
Dreyfus Midcap Value Fund .25
Dreyfus Small Company Growth Fund .25
Dreyfus Small Company Value Fund .25
<PAGE>
EXHIBIT (11)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions
"Condensed Financial Information" and "Custodian, Transfer and
Dividend Disbursing Agent, Counsel and Independent Auditors" and
to the use of our report dated December 5, 1994 in this
Registration Statement (Form N-1A No. 33-51061) of Dreyfus Focus
Funds, Inc.
ERNST & YOUNG LLP
New York, New York
September 27, 1995
