File No. 33-51061
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 6 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 6 [X]
(Check appropriate box or boxes.)
DREYFUS GROWTH AND VALUE FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)
c/o The Dreyfus Corporation
200 Park Avenue, New York, New York 10166
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 922-6000
Daniel C. Maclean III, Esq.
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box)
immediately upon filing pursuant to paragraph (b)
----
X on March 1, 1996 pursuant to paragraph (b)
----
60 days after filing pursuant to paragraph (a)(i)
----
on (date) pursuant to paragraph (a)(i)
----
75 days after filing pursuant to paragraph (a)(ii)
----
on (date) pursuant to paragraph (a)(ii) of Rule 485
----
If appropriate, check the following box:
this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
----
Registrant has registered an indefinite number of shares of its common
stock under the Securities Act of 1933 pursuant to Section 24(f) of the
Investment Company Act of 1940. Registrant's Rule 24f-2 Notice for the
fiscal year ended October 31, 1995 was filed on December 28, 1995.
DREYFUS GROWTH AND VALUE FUNDS, INC.
Cross-Reference Sheet Pursuant to Rule 495(a)
Large Company Small
Growth, Large Company
Items in Company Value Value
Part A of
Form N-1A Caption Page Page
_________ _______ _____________ _______
1 Cover Page Cover Cover
2 Synopsis 3 3
3 Condensed Financial Information 4 4
4 General Description of Registrant 4 4
5 Management of the Fund 6 6
5(a) Management's Discussion of Fund's Performance * *
6 Capital Stock and Other Securities 16 17
7 Purchase of Securities Being Offered 7 8
8 Redemption or Repurchase 12 12
9 Pending Legal Proceedings * *
Items in
Part B of
Form N-1A
- ---------
10 Cover Page Cover
11 Table of Contents Cover
12 General Information and History B-32
13 Investment Objectives and Policies B-3
14 Management of the Fund B-14
15 Control Persons and Principal B-17
Holders of Securities
16 Investment Advisory and Other B-17
Services
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
DREYFUS GROWTH AND VALUE FUNDS, INC.
Cross-Reference Sheet Pursuant to Rule 495(a) (continued)
Items in
Part B of
Form N-1A Caption Page
_________ _______ _____
17 Brokerage Allocation B-30
18 Capital Stock and Other Securities B-32
19 Purchase, Redemption and Pricing B-20; B-22
of Securities Being Offered and B-27
20 Tax Status *
21 Underwriters B-1 and B-20
22 Calculations of Performance Data B-31
23 Financial Statements B-38
Items in
Part C of
Form N-1A
_________
24 Financial Statements and Exhibits C-1
25 Persons Controlled by or Under C-4
Common Control with Registrant
26 Number of Holders of Securities C-4
27 Indemnification C-4
28 Business and Other Connections of C-5
Investment Adviser
29 Principal Underwriters C-12
30 Location of Accounts and Records C-15
31 Management Services C-15
32 Undertakings C-15
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
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PROSPECTUS MARCH 1, 1996
DREYFUS LARGE COMPANY GROWTH FUND
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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 MARCH 1, 1996, 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.
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TABLE OF CONTENTS
Page
Annual Fund Operating Expenses............................. 3
Condensed Financial Information........................... 4
Description of the Fund.................................... 4
Management of the Fund..................................... 6
How to Buy Shares.......................................... 7
Shareholder Services....................................... 9
How to Redeem Shares ...................................... 12
Shareholder Services Plan................................... 14
Dividends, Distributions and Taxes.......................... 14
Performance Information..................................... 16
General Information......................................... 16
Appendix.................................................... 18
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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.
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[This Page Intentionally Left Blank]
Page 2
<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
<S> <C>
Management Fees (after expense reimbursement).......................... .00%
Other Expenses(after expense reimbursement)............................ 1.25%
Total Fund Operating Expenses (after expense reimbursement)............ 1.25%
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
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
</TABLE>
- -----------------------------------------------------------------------------
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%.
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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%, Other Expenses -- 1.79% and Total Fund Operating Expenses -- 2.54%. The
information in the foregoing table does not reflect any other fee waivers or
expense reimbursement arrangements that may be in effect. Certain Service
Agents (as defined below) may charge their clients direct fees for effecting
transactions in Fund shares; such fees are not reflected in the foregoing
table. See "Management of the Fund," "How to Buy Shares" and "Shareholder
Services Plan."
Page 3
CONDENSED FINANCIAL INFORMATION
The information in the following table has been audited 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 year indicated. This information
has been derived from the Fund's financial statements.
<TABLE>
<CAPTION>
Year Ended October 31,
----------------------------------
1994(1) 1995
---------- ----------
<S> <C> <C>
PER SHARE DATA:
Net asset value, beginning of year.......................................... $12.50 $13.05
------- -------
INVESTMENT OPERATIONS:
Investment income-net....................................................... .17 .07
Net realized and unrealized gain on investments............................. .38 1.88
------- -------
TOTAL FROM INVESTMENT OPERATIONS............................................ .55 1.95
------- -------
DISTRIBUTIONS;
Dividends from investment income-net........................................ __ (.21)
------- -------
Net asset value, end of year................................................ $13.05 $14.79
====== =======
TOTAL INVESTMENT RETURN....................................................... 4.40%(2) 15.29%
RATIOS/SUPPLEMENTAL DATA:
Ratio of operating expenses to average net assets........................... __ .85%
Ratio of net investment income to average net assets........................ 1.37%(2) .54%
Decrease reflected in above expense ratios due to
undertakings by The Dreyfus Corporation.................................... 1.97%(2) 1.69%
Portfolio Turnover Rate..................................................... 12.08%(2) 86.59%
Net Assets, end of year (000's omitted)..................................... $5,281 $6,187
- ---------------
(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 securi-
Page 4
ties 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.
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" and "Appendix
- -- Investment Techniques" 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.
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, seizure or
nationalization of foreign deposits and adoption of governmental restrictions
which might adversely affect the payment of principal and interest on the
foreign securities or 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.
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
Page 5
Fund's portfolio 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 February 1, 1996, The Dreyfus Corporation managed or
administered approximately $82 billion in assets for more than 1.7 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 September 1995 and has been employed by The
Dreyfus Corporation since July 1995. From March 1994 to July 1995, Mr.
Schonberg was General Partner of Omega Advisors, L.P. Prior thereto, he served
as Managing Director and Chief Investment Officer for UBS Asset Management
(NY), Inc. 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
$__ billion in assets as of December 31, 1995, including approximately $__
billion in proprietary mutual fund assets. As of December 31, 1995, Mellon,
through various subsidiaries, provided non-investment services, such as
custodial or administration services, for more than $__ billion in assets,
including approximately $__ 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. For the fiscal year
ended October 31, 1995, 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.
Page 6
In allocating brokerage transactions for the Fund, The Dreyfus
Corporation seeks to obtain the best execution of orders at the most
favorable net price. Subject to this determination, The Dreyfus Corporation
may consider, among other things, the receipt of research services and/or the
sale of shares of the Fund or other funds managed, advised or administered by
The Dreyfus Corporation as factors in the selection of broker-dealers to
execute portfolio transactions for the Fund. See "Portfolio Transactions" in
the Statement of Additional Information.
The Dreyfus Corporation may pay the Fund's distributor for
shareholder services from The Dreyfus Corporation's own assets, including
past profits but not including the management fee paid by the Fund. The
Fund's distributor may use part or all of such payments to pay Service Agents
in respect of these services.
DISTRIBUTOR _ The Fund's distributor is Premier Mutual Fund Services, Inc.
(the "Distributor"), located at One Exchange Place, Boston, Massachusetts
02109. The Distributor's ultimate parent is Boston Institutional Group, Inc.
TRANSFER AND DIVIDEND DISBURSING AGENT AND CUSTODIAN _ Dreyfus Transfer,
Inc., a wholly- owned subsidiary of The Dreyfus Corporation, P.O. Box 9671,
Providence, Rhode Island 02940-9671, is the Fund's Transfer and Dividend
Disbursing Agent (the "Transfer Agent"). The Bank of New York, 90 Washington
Street, New York, New York 10286, is the Fund's Custodian.
HOW TO BUY SHARES
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.
Page 7
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 invest
ment 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 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.
Page 8
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 $1,000,000 ("Eligible Benefit Plans").
Shares of funds in the Dreyfus Family of Funds then held by Eligible Benefit
Plans will be aggregated to determine the fee payable. 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
1-800-645-6561 or, if you are calling from overseas, call 516-794-5452.
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.
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 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 1-800-645-6561 or, if you are calling from overseas, call
516-794-5452. 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
Page 9
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 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. See "Dividends, Distributions and Taxes."
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. 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. See "Dividends, Distributions and Taxes."
DREYFUS-AUTOMATIC ASSET BUILDERRegistration 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.
Page 10
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 electroni-
Page 11
cally 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. 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 REDEMP-
Page 12
TION 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. Shares held under Keogh Plans, IRAs or other retirement plans,
and shares for which certificates have been issued, are not eligible for the
Wire Redemption, Telephone Redemption or Dreyfus TELETRANSFER Privilege.
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, or, if for Dreyfus retirement plan
accounts, to The DreyfusTrust Company, Custodian, P.O. Box 6427, Providence,
Rhode Island 02940-6427. Redemption requests may be delivered in person only
to a Dreyfus Financial Center. THESE REQUESTS WILL BE FORWARDED TO THE FUND
AND WILL BE PROCESSED ONLY UPON RECEIPT THEREBY. For the location of the
nearest Dreyfus Financial Center, please call one of the telephone numbers
listed under "General Information." Redemption requests must be signed by
each shareholder, including each owner of a joint account, and each signature
must be guaranteed. The Transfer Agent has adopted standards and procedures
pursuant to which signature-guarantees in proper form generally will be
accepted from domestic banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing agencies
and savings associations, as well as from participants in the New York Stock
Exchange Medallion Signature Program, the Securities Transfer Agents
Medallion Program ("STAMP") and the Stock
Page 13
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
1-800-645-6561 or, if you are calling from overseas, call 516-794-5452. The
Statement of Additional Information sets forth instructions for transmitting
redemption requests by wire.
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 1-800-645-6561
or, if you are calling from overseas, call 516-794-5452.
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 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
1-800-645-6561 or, if you are calling from overseas, call 516-794-5452.
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.
Page 14
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.
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.
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, 1995 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.
Page 15
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 shares 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.
Page 16
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 17
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.
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.
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, which would result in a loss or gain, respectiv
ely.
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 make a short sale which results in the Fund having sold short in the
aggregate more than 5% of the outstanding securities of any class of an
issuer.
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 exaggerates 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 331/3% 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.
Page 18
USE OF DERIVATIVES _ The Fund may invest in the types of Derivatives
enumerated under "Description of the Fund -- Investment Considerations and
Risks -- Use of Derivatives." These instruments and certain related risks are
described more specifically under "Investment Objective and Management
Policies -- Management Policies -- Derivatives" in the Statement of
Additional Information.
Derivatives can be volatile and involve various types and degrees of
risk, depending upon the characteristics of the particular Derivative and the
portfolio as a whole. Derivatives permit the Fund to increase or decrease the
level of risk, or change the character of the risk, to which its portfolio is
exposed in much the same way as the Fund can increase or decrease the level
of risk, or change the character of the risk, of its portfolio by making
investments in specific securities.
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 it were unable
to liquidate its position because of an illiquid secondary market. The market
for may Derivatives is, or suddenly can become, illiquid. Changes in
liquidity may result in significant, rapid and unpredictable changes in the
prices for 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 transactions in Derivatives. To maintain this requ
ired 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.
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. The Fund continues to be
entitled to payments in amounts equal to the interest, dividends or other
distributions payable on the loaned securities, which affords the Fund an
opportunity to earn interest on the amount of the loan and earn income on
the loaned securities' collateral. Loans of portfolio securities may not
exceed 331/3% of the value of the Fund's total assets and 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.
FORWARD COMMITMENTS -- The 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 the Fund enters into the
commitment, but the Fund does not make a payment until it receives delivery
from the counterparty to the transaction. The
Page 19
Fund will commit 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.
CERTAIN PORTFOLIO SECURITIES
CONVERTIBLE SECURITIES -- Convertible securities 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.
DEPOSITARY RECEIPTS -- The Fund may invest in the securities of foreign
issuers in the form of American Depositary Receipts ("ADRs"), European
Depositary Receipts ("EDRs") and other forms of depositary receipts. These
securities may not necessarily be denominated in the same currency as the
securities into which they may be converted. ADRs are receipts typically
issued by a United States bank or trust company which evidence ownership of
underlying securities issued by a foreign corporation. 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. Included in such amount, but not to exceed
2% of the value of the Fund's net assets, may be warrants which are not
listed on the New York or American Stock Exchange.
MONEY MARKET INSTRUMENTS _ The Fund may invest 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.
Page 20
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. See "Description of the Fund -- Investment Considerations and Risks
- -- Foreign Securities."
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 Ratings Group
("S&P"), F-1 by Fitch Investors Service,L.P. ("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.
INVESTMENT COMPANIES -- The Fund may invest in securities issued by
registered and unregistered investment companies. Under the Investment
Company Act of 1940, the Fund's investment in such securities 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.
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 21
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Page 22
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Page 23
DREYFUS
Large Company
Growth Fund
(LION LOGO)
Prospectus
Copy Rights 1996 Dreyfus Service Corporation
250p030196
Registration Mark
- -----------------------------------------------------------------------------
PROSPECTUS MARCH 1, 1996
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 MARCH 1, 1996, 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.................... 3
CONDENSED FINANCIAL INFORMATION................... 4
DESCRIPTION OF THE FUND........................... 4
MANAGEMENT OF THE FUND............................ 6
HOW TO BUY SHARES................................. 7
SHAREHOLDER SERVICES.............................. 9
HOW TO REDEEM SHARES ............................. 12
SHAREHOLDER SERVICES PLAN......................... 14
DIVIDENDS, DISTRIBUTIONS AND TAXES................ 15
PERFORMANCE INFORMATION........................... 16
GENERAL INFORMATION............................... 16
APPENDIX.......................................... 18
- -----------------------------------------------------------------------------
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.
- -----------------------------------------------------------------------------
[This Page Intentionally Left Blank]
Page 2
<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
<S> <C>
Management Fees (after expense reimbursement)............................................. .00%
Other Expenses(after expense reimbursement)............................................... 1.25%
Total Fund Operating Expenses (after expense reimbursement)............................... 1.25%
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
EXAMPLE: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
You would pay the following expenses on
a $1,000 investment, assuming (1) 5%
annual return and (2) redemption at the
end of each time period: $13 $40 $69 $151
</TABLE>
- -----------------------------------------------------------------------------
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%, Other Expenses _ 1.84% and Total Fund Operating Expenses -- 2.59%.
The information in the foregoing table does not reflect any other fee waivers
or expense reimbursement arrangements that may be in effect. Certain Service
Agents (as defined below) may charge their clients direct fees for effecting
transactions in Fund shares; such fees are not reflected in the foregoing
table. See "Management of the Fund," "How to Buy Shares" and "Shareholder
Services Plan."
Page 3
CONDENSED FINANCIAL INFORMATION
The information in the following table has been audited 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 year indicated. This information
has been derived from the Fund's financial statements.
<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31,
--------------------------------
1994(1) 1995
------------ ------------
<S> <C> <C>
PER SHARE DATA:
Net asset value, beginning of year........................................ $12.50 $12.63
------- -------
INVESTMENT OPERATIONS:
Investment income-net..................................................... .26 .22
Net realized and unrealized gain on investments........................... (.13) 2.93
------- -------
TOTAL FROM INVESTMENT OPERATIONS.......................................... .13 3.15
------- -------
DISTRIBUTIONS;
Dividends from investment income-net...................................... __ (.32)
------- -------
Net asset value, end of year.............................................. $12.63 $15.46
======= =======
TOTAL INVESTMENT RETURN..................................................... 1.04%(2) 25.73%
RATIOS/SUPPLEMENTAL DATA:
Ratio of operating expenses to average net assets......................... __ .83%
Ratio of net investment income to average net assets...................... 2.08%(2) 1.64%
Decrease reflected in above expense ratios due to
undertakings by The Dreyfus Corporation................................. 2.01%(2) 1.76%
Portfolio Turnover Rate................................................... 48.35%(2) 143.61%
Net Assets, end of year (000's omitted)................................... $5,168 $6,687
- ---------------------
(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
Page 4
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"and "Appendix -- Investment Techniques" 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.
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, seizure or
nationalization of foreign deposits and adoption of governmental restrictions
which might adversely affect the payment of principal and interest on the
foreign securities or 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.
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
Page 5
can increase the volatility of the Fund's net asset value, can decrease the
liquidity of the Fund's portfolio 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 February 1, 1996, The Dreyfus Corporation
managed or administered approximately $82 billion in assets for more than 1.7
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
TheDreyfus Corporation since July 1995. From 1988 to June 1995, Mr. Ghriskey
was Vice President and Associate Managing Partner of Loomis, Sayles & Company.
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
$___ billion in assets as of December 31, 1995, including approximately $__
billion in proprietary mutual fund assets. As of December 31, 1995, Mellon,
through various subsidiaries, provided non-investment services, such as
custodial or administration services, for more than $___ billion in assets,
including approximately $__ 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. For the fiscal year
ended October 31, 1995, 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
Page 6
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.
In allocating brokerage transactions for the Fund, The Dreyfus
Corporation seeks to obtain the best execution of orders at the most
favorable net price. Subject to this determination, The Dreyfus Corporation
may consider, among other things, the receipt of research services and/or the
sale of shares of the Fund or other funds managed, advised or administered by
The Dreyfus Corporation as factors in the selection of broker-dealers to
execute portfolio transactions for the Fund. See "Portfolio Transactions" in
the Statement of Additional Information.
The Dreyfus Corporation may pay the Fund's distributor for
shareholder services from The Dreyfus Corporation's own assets, including
past profits but not including the management fee paid by the Fund. The
Fund's distributor may use part or all of such payments to pay Service Agents
in respect of these services.
DISTRIBUTOR -- The Fund's distributor is Premier Mutual Fund Services, Inc.
(the "Distributor"), located at One Exchange Place, Boston, Massachusetts
02109. The Distributor's ultimate parent is Boston Institutional Group, Inc.
TRANSFER AND DIVIDEND DISBURSING AGENT AND CUSTODIAN _ Dreyfus Transfer,
Inc., a wholly- owned subsidiary of The Dreyfus Corporation, P.O. Box 9671,
Providence, Rhode Island 02940-9671, is the Fund's Transfer and Dividend
Disbursing Agent (the "Transfer Agent"). The Bank of New York, 90 Washington
Street, New York, New York 10286, is the Fund's Custodian.
HOW TO BUY SHARES
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
Page 7
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 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.
Page 8
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 $1,000,000 ("Eligible Benefit Plans").
Shares of funds in the Dreyfus Family of Funds then held by Eligible Benefit
Plans will be aggregated to determine the fee payable. 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
1-800-645-6561 or, if you are calling from overseas, call 516-794-5452.
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.
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 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
Page 9
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 1-800-645-6561 or, if you are calling from
overseas, call 516-794-5452. 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 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. See "Dividends, Distributions and Taxes."
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. 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. See "Dividends, Distributions and Taxes."
DREYFUS-AUTOMATIC ASSET BUILDERRegistration 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
Page 10
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."
Page 11
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. 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.
Page 12
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. Shares held under Keogh Plans, IRAs or other retirement plans,
and shares for which certificates have been issued, are not eligible for the
Wire Redemption, Telephone Redemption or Dreyfus TELETRANSFER Privilege.
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.
Page 13
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, or, if for Dreyfus retirement plan
accounts, to The DreyfusTrust Company, Custodian, P.O. Box 6427, Providence,
Rhode Island 02940-6427. Redemption requests may be delivered in person only
to a Dreyfus Financial Center. THESE REQUESTS WILL BE FORWARDED TO THE FUND
AND WILL BE PROCESSED ONLY UPON RECEIPT THEREBY. For the location of the
nearest Dreyfus Financial Center, please call one of the telephone numbers
listed under "General Information." Redemption requests must be signed by
each shareholder, including each owner of a joint account, and each signature
must be guaranteed. The Transfer Agent has adopted standards and procedures
pursuant to which signature-guarantees in proper form generally will be
accepted from domestic banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing agencies
and savings associations, as well as from participants in the New York Stock
Exchange Medallion Signature Program, the Securities Transfer Agents
Medallion Program ("STAMP") and the Stock Exchanges Medallion Program. 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
1-800-645-6561 or, if you are calling from overseas, call 516-794-5452. The
Statement of Additional Information sets forth instructions for transmitting
redemption requests by wire.
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
1-800-645-6561 or, if you are calling from overseas, call 516-794-5452.
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 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
1-800-645-6561 or, if you are calling from overseas, call 516-794-5452.
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
Page 14
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.
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.
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 wi
thholding 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.
Page 15
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, 1995 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 shares 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
Page 16
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 17
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.
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.
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, which would result in a loss or gain,
respectively.
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 make a short sale which results in the Fund having sold short in the
aggregate more than 5% of the outstanding securities of any class of an
issuer.
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 exaggerates 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 331/3% 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 -- The Fund may invest in the types of Derivatives
enumerated under "Description of the Fund -- Investment Considerations and
Risks -- Use of Derivatives." These instruments and cer-
Page 18
tain related risks are described more specifically under "Investment
Objective and Management Policies -- Management Policies -- Derivatives" in
the Statement of Additional Information.
Derivatives can be volatile and involve various types and degrees of
risk, depending upon the characteristics of the particular Derivative and the
portfolio as a whole. Derivatives permit the Fund to increase or decrease the
level of risk, or change the character of the risk, to which its portfolio is
exposed in much the same way as the Fund can increase or decrease the level
of risk, or change the character of the risk, of its portfolio by making
investments in specific securities.
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.
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 transactions in Derivatives. To maintain this requ
ired 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.
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. The Fund continues to be
entitled to payments in amounts equal to the interest, dividends or other
distributions payable on the loaned securities, which affords 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 331/3% of the value of the Fund's total assets, and
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.
FORWARD COMMITMENTS -- The 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 when the Fund enters into the
commitment, but the Fund does not make a payment until it receives delivery
from the counterparty. The Fund will commit to purchase such securities only
with the intention of actually acquiring the securities, but the Fund
Page 19
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.
CERTAIN PORTFOLIO SECURITIES
CONVERTIBLE SECURITIES -- Convertible securities 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.
DEPOSITARY RECEIPTS -- The Fund may invest in the securities of foreign
issuers in the form of American Depositary Receipts ("ADRs"), European
Depositary Receipts ("EDRs") and other forms of depositary receipts. These
securities may not necessarily be denominated in the same currency as the
securities into which they may be converted. ADRs are receipts typically
issued by a United States bank or trust company which evidence ownership of
underlying securities issued by a foreign corporation. 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. Included in such amount, but not to exceed
2% of the value of the Fund's net assets, may be warrants which are not
listed on the New York or American Stock Exchange.
MONEY MARKET INSTRUMENTS -- The Fund may invest 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.
Page 20
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. See "Description of the Fund -- Investment Considerations and Risks
- -- Foreign Securities."
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 Ratings Group
("S&P"), F-1 by Fitch Investors Service, L.P. ("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 21
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Page 22
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Page 23
DREYFUS
Large
Company
Value Fund
Prospectus
(LION LOGO)
Copy Rights 1996 Dreyfus Service Corporation
251p030196
Registration Mark
- ----------------------------------------------------------------------------
PROSPECTUS MARCH 1, 1996
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 MARCH 1, 1996, 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.................... 3
CONDENSED FINANCIAL INFORMATION................... 4
DESCRIPTION OF THE FUND........................... 5
MANAGEMENT OF THE FUND............................ 6
HOW TO BUY SHARES................................. 8
SHAREHOLDER SERVICES.............................. 10
HOW TO REDEEM SHARES ............................. 13
SHAREHOLDER SERVICES PLAN......................... 15
DIVIDENDS, DISTRIBUTIONS AND TAXES................ 15
PERFORMANCE INFORMATION........................... 17
GENERAL INFORMATION............................... 17
APPENDIX.......................................... 19
- ----------------------------------------------------------------------------
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.
- ----------------------------------------------------------------------------
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Page 2
<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
<S> <C>
Management Fees (after expense reimbursement).......................... .00%
Other Expenses(after expense reimbursement)............................ 1.25%
Total Fund Operating Expenses (after expense reimbursement)............ 1.25%
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
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
</TABLE>
- ----------------------------------------------------------------------------
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%, Other Expenses _ 1.96% and Total Fund Operating Expenses -- 2.71%. The
information in the foregoing table does not reflect any other fee waivers or
expense reimbursement arrangements that may be in effect. Certain Service
Agents (as defined below) may charge their clients direct fees for effecting
transactions in Fund shares; such fees are not reflected in the foregoing
table. See "Management of the Fund," "How to Buy Shares" and "Shareholder
Services Plan."
Page 3
CONDENSED FINANCIAL INFORMATION
The information in the following table has been audited 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 year indicated. This information
has been derived from the Fund's financial statements.
<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31,
--------------------------------
1994(1) 1995
---------- ----------
<S> <C> <C>
PER SHARE DATA:
Net asset value, beginning of year.......................................... $12.50 $12.43
------ ------
INVESTMENT OPERATIONS:
Investment income-net....................................................... .30 .10
Net realized and unrealized gain (loss) on investments...................... (.37) 2.33
------ ------
TOTAL FROM INVESTMENT OPERATIONS............................................ (.07) 2.43
------ ------
DISTRIBUTIONS:
Dividends from investment income-net........................................ __ (.33)
Dividends from net realized gain
on investments.............................................................. __ (.53)
TOTAL DISTRIBUTIONS......................................................... __ (.86)
------ ------
Net asset value, end of year................................................ $12.43 $14.00
======= ======
TOTAL INVESTMENT RETURN....................................................... (.56%)(2) 21.30%
RATIOS/SUPPLEMENTAL DATA:
Ratio of operating expenses to average net assets........................... __ .84%
Ratio of interest expense and
dividends on securities sold short
to average net assets....................................................... .01%(2) .07%
Ratio of net investment income to average net assets........................ 2.39%(2) .79%
Decrease reflected in above expense ratios due to
undertakings by The Dreyfus Corporation........... 2.07%(2) 1.80%
Portfolio Turnover Rate..................................................... 219.63%(2) 161.01%
Net Assets, end of year (000's omitted)..................................... $5,166 $6,404
- -------------
(1) From December 29, 1993 (commencement of operations) to October 31, 1994.
(2) Not annualized.
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.
Page 4
DEBT OUTSTANDING
YEAR ENDED OCTOBER 31,
-----------------------
1994(1) 1995
-------- --------
PER SHARE DATA:
Amount of debt outstanding at
end of year (in thousands).................................................. __ __
Average amount of debt outstanding
throughout year (in thousands)(2)........................................... __ $ 39
Average number of shares outstanding
throughout year (in thousands)(3)........................................... __ 446
Average amount of debt per
share throughout year....................................................... __ $.09
- ----------------
(1)From December 29, 1993 (commencement of operations) to October 31, 1994.
(2)Based upon daily outstanding borrowings.
(3)Based upon month-end balances.
</TABLE>
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 may exceed 175%. 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" and "Appendix -- Investment Techniques" below and "Investment
Objective and Management Policies _Management Policies" in the Statement of
Additional Information.
Page 5
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, seizure or
nationalization of foreign deposits and adoption of governmental restrictions
which might adversely affect the payment of principal and interest on the
foreign securities or 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.
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
portfolio 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 February 1, 1996, The Dreyfus Corporation managed or
administered approximately $82 billion in assets for more than 1.7 million
investor accounts nationwide.
Page 6
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 _____, 1995, TBC Asset
Management managed approximately $___ billion in assets and serves as the
investment adviser of ____ 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 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
$___ billion in assets as of December 31, 1995, including approximately $__
billion in proprietary mutual fund assets. As of December 31, 1995, Mellon,
through various subsidiaries, provided non-investment services, such as
custodial or administration services, for more than $___ billion in assets,
including approximately $__ 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. For the fiscal year
ended October 31, 1995, no management fee was paid by the Fund pursuant to an
undertaking by The Dreyfus Corporation. 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 fiscal year ended October 31, 1995, no
sub-investment advisory fee was paid by The Dreyfus Corporation to TBC Asset
Management pursuant to an undertaking by TBC Asset Management.
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.
In allocating brokerage transactions for the Fund, the Advisers seek
to obtain the best execution of orders at the most favorable net price.
Subject to this determination, the Advisers may consider, among other things,
the receipt of research services and/or the sale of shares of the Fund or
other funds man-
Page 7
aged, advised or administered by The Dreyfus Corporation as factors in the
selection of broker-dealers to execute portfolio transactions for the Fund.
See "Portfolio Transactions" in the Statement of Additional Information.
The Dreyfus Corporation may pay the Fund's distributor for
shareholder services from The Dreyfus Corporation's own assets, including
past profits but not including the management fee paid by the Fund. The
Fund's distributor may use part or all of such payments to pay Service Agents
in respect of these services.
DISTRIBUTOR -- The Fund's distributor is Premier Mutual Fund Services, Inc.
(the "Distributor"), located at One Exchange Place, Boston, Massachusetts
02109. The Distributor's ultimate parent is Boston Institutional Group, Inc.
TRANSFER AND DIVIDEND DISBURSING AGENT AND CUSTODIAN _ Dreyfus Transfer,
Inc., a wholly- owned subsidiary of The Dreyfus Corporation, P.O. Box 9671,
Providence, Rhode Island 02940-9671, is the Fund's Transfer and Dividend
Disbursing Agent (the "Transfer Agent"). The Bank of New York, 90 Washington
Street, New York, New York 10286, is the Fund's Custodian.
HOW TO BUY SHARES
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
Page 8
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 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 mini-
Page 9
mum of 250 employees eligible for participation in such plans or
programs or (ii) such plan's or program's aggregate investment in the Dreyfus
Family of Funds or certain other products made available by the Distributor
to such plans or programs exceeds $1,000,000 ("Eligible Benefit Plans").
Shares of funds in the Dreyfus Family of Funds then held by Eligible Benefit
Plans will be aggregated to determine the fee payable. 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
1-800-645-6561 or, if you are calling from overseas, call 516-794-5452.
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.
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
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 1-800-645-6561 or, if you are calling from overseas, call
516-794-5452. 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
Page 10
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
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. See
"Dividends, Distributions and Taxes."
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. 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. See "Dividends, Distributions and Taxes."
DREYFUS-AUTOMATIC ASSET BUILDERRegistration 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
Page 11
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.
Page 12
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. 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
Page 13
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. Shares held under Keogh Plans, IRAs or other retirement plans,
and shares for which certificates have been issued, are not eligible for the
Wire Redemption, Telephone Redemption or Dreyfus TELETRANSFER Privilege.
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, or, if for Dreyfus retirement plan
accounts, to The Dreyfus Trust Company, Custodian, P.O. Box 6427, Providence,
Rhode Island 02940-6427. Redemption requests may be delivered in person only
to a Dreyfus Financial Center. THESE REQUESTS WILL BE FORWARDED TO THE FUND
AND WILL BE PROCESSED ONLY UPON RECEIPT THEREBY. For the location of the
nearest Dreyfus Financial Center, please call one of the telephone numbers
listed under "General Information." Redemption requests must be signed by
each shareholder, including each owner of a joint account, and each signature
must be guaranteed. The Transfer Agent has adopted standards and procedures
pursuant to which signature-guarantees in proper form generally will be
accepted from domestic banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing agencies
and savings associations, as well as from participants in the New York Stock
Exchange Medallion Signature Program, the Securities Transfer Agents
Medallion Program ("STAMP") and the Stock Exchanges Medallion Program. If you
have any questions with respect to signature-guarantees, please call one of
the telephone numbers listed under "General Information."
Page 14
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
1-800-645-6561 or, if you are calling from overseas, call 516-794-5452. The
Statement of Additional Information sets forth instructions for transmitting
redemption requests by wire.
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 1-800-645-6561
or, if you are calling from overseas, call 516-794-5452.
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 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
1-800-645-6561 or, if you are calling from overseas, call 516-794-5452.
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 cer-
Page 15
tain 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.
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.
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 wi
thholding 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, 1995 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.
Page 16
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 shares 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.
Page 17
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 18
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.
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.
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, which would result in a loss or gain,
respectively.
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 make a short sale which results in the Fund having sold short in the
aggregate more than 5% of the outstanding securities of any class of an
issuer.
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 exaggerates 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 _ The Fund may invest in the types of Derivatives
enumerated under "Description of the Fund -- Investment Considerations and
Risks -- Use of Derivatives." These instruments and cer-
Page 19
tain related risks are described more specifically under "Investment
Objective and Management Policies -- Management Policies -- Derivatives" in
the Statement of Additional Information.
Derivatives can be volatile and involve various types and degrees of
risk, depending upon the characteristics of the particular Derivative and the
portfolio as a whole. Derivatives permit the Fund to increase or decrease the
level of risk, or change the character of the risk, to which its portfolio is
exposed in much the same way as the Fund can increase or decrease the level
of risk, or change the character of the risk, of its portfolio by making
investments in specific securities.
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.
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 transactions in 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.
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. The Fund continues to be
entitled to payments in amounts equal to the interest, dividends or other
distributions payable on the loaned securities, which affords 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 331/3% of the value of the Fund's total assets and
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.
FORWARD COMMITMENTS -- The 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 when the Fund enters into the
commitment, but the Fund does not make a payment until it receives delivery
from the counterparty. The Fund will commit to purchase such securities only
with the intention of actually acquiring the securities, but the Fund
Page 20
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.
CERTAIN PORTFOLIO SECURITIES
CONVERTIBLE SECURITIES _ Convertible securities 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.
DEPOSITARY RECEIPTS _ The Fund may invest in the securities of foreign
issuers in the form of American Depositary Receipts ("ADRs"), European
Depositary Receipts ("EDRs") and other forms of depositary receipts. These
securities may not necessarily be denominated in the same currency as the
securities into which they may be converted. ADRs are receipts typically
issued by a United States bank or trust company which evidence ownership of
underlying securities issued by a foreign corporation. 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. Included in such amount, but not to exceed
2% of the value of the Fund's net assets, may be warrants which are not
listed on the New York or American Stock Exchange.
MONEY MARKET INSTRUMENTS _ The Fund may invest 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
Page 21
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. See "Description of the Fund -- Investment
Considerations and Risks -- Foreign Securities."
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 Ratings Group
("S&P"), F-1 by Fitch Investors Service, L.P. ("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 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 22
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Page 23
DREYFUS
Small Company
Value Fund
Prospectus
(LION LOGO)
Copy Rights 1996 Dreyfus Service Corporation
2532030196
Registration Mark
__________________________________________________________________________
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)
MARCH 1, 1996
__________________________________________________________________________
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 March 1, 1996, 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-14
Management Agreement . . . . . . . . . . . . . . . . . . . . B-17
Purchase of Shares . . . . . . . . . . . . . . . . . . . . . B-20
Shareholder Services Plan. . . . . . . . . . . . . . . . . . B-21
Redemption of Shares . . . . . . . . . . . . . . . . . . . . B-22
Shareholder Services . . . . . . . . . . . . . . . . . . . . B-24
Determination of Net Asset Value . . . . . . . . . . . . . . B-27
Dividends, Distributions and Taxes . . . . . . . . . . . . . B-28
Portfolio Transactions . . . . . . . . . . . . . . . . . . . B-30
Performance Information. . . . . . . . . . . . . . . . . . . B-31
Information About the Funds. . . . . . . . . . . . . . . . . B-32
Transfer and Dividend Disbursing Agent, Custodian,
Counsel and Independent Auditors . . . . . . . . . . . . . B-33
Appendix . . . . . . . . . . . . . . . . . . . . . . . . . . B-34
Financial Statements . . . . . . . . . . . . . . . . . . . . B-38
Report of Independent Auditors . . . . . . . . . . . . . . . B-47; B-58
and B-72
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
Depositary Receipts. (All Funds, except Dreyfus Emerging Leaders
Fund) These securities may be purchased through "sponsored" or
"unsponsored" facilities. A sponsored facility is established jointly by
the issuer of the underlying security and a depositary, 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 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, 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.
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. 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. Convertible securities, however, generally offer lower
interest or dividend yields than non-convertible securities of similar
quality because of the potential for capital appreciation.
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 total assets with respect to any one
investment company and (iii) 10% of the Fund's total 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. The price at such time may be more or less than
the price at which the security was sold by the Fund, which would result
in a loss or gain, respectively.
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 make a short sale which results in the Fund having
sold short in the aggregate more than 5% of the outstanding securities of
any class of an issuer.
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 will
equal the current value of the security 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). 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 or
decrease the level of risk, or change the character of the risk, to which
its portfolio is exposed in much the same way as the Fund can increase or
decrease the level of risk, or change the character of the risk, of its
portfolio by making investments in specific securities.
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 transactions in 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-settlement 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, the stock market generally or foreign currencies. 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 when
the Fund enters into the commitment, but a Fund does not make a payment
until it receives delivery from the counter party. A Fund will commit 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.
Investment Considerations and Risks
Lower Rated Securities. (Dreyfus Aggressive Value Fund only) The
Fund is permitted to invest in securities rated Ba by Moody's Investors
Service, Inc. ("Moody's") and BB by Standard & Poor's Ratings Group, a
division of The McGraw-Hill Companies, Inc. ("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
"Description of the Fund--Investment Considerations and Risks--Lower Rated
Securities" in the Fund's Prospectus 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, which 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
Board members 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 Board member who is deemed to be an
"interested person" of the Company, as defined in the 1940 Act, is
indicated by an asterisk.
Board Members 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.,
Curtis Industries, Inc. and taffing Resources, Inc. He is 52 years
old and his address is 200 Park Avenue, New York, New York 10166.
JOHN M. FRASER, JR., Board Member. 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 74 years old and his address is
133 East 64th Street, New York, New York 10021.
EHUD HOUMINER, Board Member. Since July 1991, Professor and
Executive-in-Residence at the Columbia Business School, Columbia
University. 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 55 years
old and his address is c/o Columbia Business School, Columbia
University, Uris Hall, Room 526, New York, New York 10027.
DAVID J. MAHONEY, Board Member. President of David Mahoney Ventures since
1983. From 1968 to 1983, he was Chairman and Chief Executive Officer
of Norton Simon Inc., a producer of consumer products and services.
Mr. Mahoney is also a director of National Health Laboratories Inc.,
Bionaire Inc. and Good Samaritan Health Systems, Inc. He is 72 years
old and his address is 745 Fifth Avenue, Suite 700, New York, New
York 10151.
GLORIA MESSINGER, Board Member. 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 66 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, 1995, 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, 1995, were as follows:
<TABLE>
<CAPTION>
(5)
(3) Total Compensation
(2) Pension or (4) From Company and
(1) Aggregate Retirement Benefits Estimated Annual Fund Complex
Name of Board Compensation Accrued as Part of Benefits Upon Paid to Board
Member From Company* Company's Expenses Retirement Member
- -------------- ------------- ------------------- ---------------- ------------------
<S> <C> <C> <C> <C>
Joseph S. DiMartino $3,476** none none $448,618 (94)
John M. Fraser, Jr. $4,513 none none $ 58,606 (12)
Ehud Houminer $4,013 none none $ 55,405 (12)
David J. Mahoney $7,000*** none none $ 47,250 (14)
Gloria Messinger $4,513 none none $ 5,511 (1)
* Amount does not include reimbursed expenses for attending Board meetings, which amounted to $239 for all Board members as a
group.
** Amount for the period from March 31, 1995 (date Mr. DiMartino was elected to the Board) to October 31, 1995.
*** Estimated amount for the fiscal year ending October 31, 1996.
</TABLE>
Officers of the Company
MARIE E. CONNOLLY, President and Treasurer. President and Chief Executive
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 38 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 34 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 31 years old.
ELIZABETH BACHMAN, Vice President and Assistant Secretary. Assistant Vice
President of the Distributor and an officer of other investment
companies advised or administered by the Manager. She is 26 years
old.
JOSEPH F. 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 60 years old.
MARGARET PARDO, Assistant Secretary. Legal Assistant with the Distributor
and an officer of other investment companies advised or administered
by the Manager. From June 1992 to April 1995, she was Medical
Coordination Officer at ORBIOS International. Prior to June 1992,
she worked as a Program Coordinator at Physicians World
Communications Group. She is 27 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 February 9, 1996.
The following persons are known by the Company to own beneficially 5%
or more of a Fund's outstanding voting securities as of February 9, 1996:
Major Trading Corporation, attn. Maurice Bendrihem, 200 Park Avenue, New
York, New York 10166 - 96.65% of the outstanding shares of Dreyfus Large
Company Growth Fund, 86.15% of the outstanding shares of Dreyfus Large
Company Value Fund, and 94.08% 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 and September 29, 1995 in respect of Dreyfus
Small Company Value 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; Christopher M. Condron, 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; William T. Sandalls, Jr., Senior Vice
President and Chief Financial Officer; 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; Mark N.
Jacobs, Vice President--Fund Legal 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;
Maurice Bendrihem, Controller; Elvira Oslapas, Assistant Secretary; and
Mandell L. Berman, Frank V. Cahouet, Alvin E. Friedman, Lawrence M. Greene
and Julian M. Smerling, 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; 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 David L. Diamond (with respect to
Dreyfus Small Company Value Fund and Dreyfus Midcap 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), Timothy M. Ghriskey (with respect to
Dreyfus Large Company Value Fund and Dreyfus Aggressive Value Fund),
Michael L. Schonberg (with respect to Dreyfus Large Company Growth Fund,
Dreyfus Aggressive Growth Fund) and Ernest Wiggins (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, Fund shares are subject to an annual service fee. 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 and for the fiscal year ended October 31, 1995, the
management fees payable by the Company, and amounts waived by the Manager
were as follows:
<TABLE>
<CAPTION>
Management Reduction
Fund Fee Payable in Fee Net Fee Paid
--------------- ---------------- ------------
1994 1995 1994 1995 1994 1995
------ ------ ------ ------ ---- ----
<S> <C> <C> <C> <C> <C> <C>
Dreyfus Large Company Growth $31,700 $41,416 $31,700 $41,416 $0 $0
Fund
Dreyfus Large Company Value $32,302 $43,242 $32,302 $43,242 $0 $0
Fund
Dreyfus Small Company Value $32,544 $42,383 $32,544 $42,383 $0 $0
Fund
</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
on a best efforts basis 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 at any time. Purchase orders received by 4:00 P.M., New York
time, on any business day that Dreyfus Transfer, Inc., the Fund's transfer
and dividend disbursing agent (the "Transfer Agent"), and the New York
Stock Exchange are open for business will be credited to the shareholder's
Fund account on the next bank business day following such purchase order.
Purchase orders made after 4:00 P.M., New York time, on any business day
the Transfer Agent and the New York Stock Exchange are open for business,
or orders made on Saturday, Sunday or any Fund holiday (e.g., when the New
York Stock Exchange is not open for business), will be credited to the
shareholder's Fund account on the second bank business day following such
purchase order. To qualify to use the Dreyfus TeleTransfer Privilege, the
initial payment for purchase of shares must be drawn on, and redemption
proceeds paid to, the same bank and account as are designated on the
Account Application or Shareholder Services Form on file. If the proceeds
of a particular redemption are to be wired to an account at any other
bank, the request must be in writing and signature-guaranteed. See
"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 for its review. In addition, the Shareholder
Services Plan provides that material amendments of the Shareholder
Services Plan must be approved by the Board, and by the Board members who
are not "interested persons" (as defined in the 1940 Act) of the Company
and have no direct or indirect financial interest in the operation of the
Shareholder Services Plan or in any agreements entered into in connection
with the Shareholder Services Plan, by vote cast in person at a meeting
called for the purpose of considering such amendments. As to each 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 fiscal year ended October 31, 1995, 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 $13,805
Dreyfus Large Company Value Fund $14,414
Dreyfus Small Company Value Fund $14,128
Prior Distribution Plan. Effective September 30, 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 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 November 1,
1994 through September 30, 1995, the amounts payable by each then-existing
Fund pursuant to such plan were as follows:
<TABLE>
<CAPTION>
Prospectus and
statement of
Advertising, additional
marketing Distribution information Reductions
and expenses expenses due to Net Amount
Fund servicing payable payable undertakings paid
- ---- ------------- ------------- -------------- ------------ ----------
<S> <C> <C> <C> <C> <C>
Dreyfus Large
Company Growth
Fund $24,999 $0 $1,417 $26,416 $0
Dreyfus Large
Company Value
Fund $25, 991 $0 $1,735 $27,726 $0
Dreyfus Small
Company Value
Fund $25,535 $0 $1,948 $27,483 $0
</TABLE>
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 (which may include non-
marketable 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 in shares of other funds
that are offered 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 Small Company
Value Fund, 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, 1995 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. 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 46 days or
more 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 of the Code, 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 of the Code.
Finally, all or a portion of the gain realized from engaging in
"conversion transactions" may be treated as ordinary income under Section
1258 of the Code. "Conversion transactions" are defined to include
certain forward, futures, option and straddle transactions, transactions
marketed or sold to produce capital gains, or transactions described in
Treasury regulations to be issued in the future.
Under Section 1256 of the Code, any gain or loss realized by 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 and Dreyfus Small Company
Value Fund may approach the 150% level and that the annual turnover rate
of Dreyfus Aggressive Growth Fund and Dreyfus Small Company Value Fund may
exceed 150% and 175%, respectively. The portfolio turnover rate for the
fiscal year ended October 31, 1995 for each then-existing Fund was as
follows: Dreyfus Large Company Growth Fund--86.59%; Dreyfus Large Company
Value Fund--143.61%; Dreyfus Small Company Value Fund--161.01%. 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.
The amounts paid by each then-existing Fund for brokerage
commissions, none of which was paid to the Distributor, were as follows:
Fund Amount Paid
---- -----------
1994(1) 1995
------- ----
Dreyfus Large Company Growth Fund $ 6,813 $11,595
Dreyfus Large Company Value Fund $14,019 $22,859
Dreyfus Small Company Value Fund $57,029 $27,955
________________
1 For the period from December 29, 1993 (commencement of operations)
through October 1, 1994.
For the period December 29, 1993 (commencement of operations) through
October 31, 1994, there were no gross spreads and concessions on principal
transactions. For the fiscal year ended October 31, 1995, gross spreads
and concessions were: $30,120 for Dreyfus Large Company Value Fund and
$89,129 for Dreyfus Small Company Value Fund. None of which was paid to
the Distributor.
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 1.841 year periods ended
October 31, 1995 for the then-existing Funds was: Dreyfus Large Company
Growth Fund -- 15.29% and 10.59%, respectively; Dreyfus Large Company
Value Fund -- 25.73% and 13.88%, respectively; and Dreyfus Small Company
Value Fund -- 21.30% and 10.72%, 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 October 31, 1995 for the then-existing Funds was:
Dreyfus Large Company Growth Fund -- 20.36%; Dreyfus Large Company Value
Fund -- 27.04%; and Dreyfus Small Company Value Fund -- 20.62%. 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.
From time to time, advertising materials for each Fund may include
biographical information relating to its portfolio manager, and may refer
to or include commentary by the Fund's portfolio manager relating to
investment strategy, asset growth, current or past business, political,
economic or financial conditions and other matters of general interest to
investors. In addition, from time to time, advertising materials for each
Fund may include information concerning retirement and investing for
retirement, may refer to the approximate number of then-current Fund
shareholders and may refer to Lipper or Morningstar ratings and related
analysis supporting the ratings. Advertisements for Dreyfus Emerging
Leaders Fund and Dreyfus Small Company Value Fund also may discuss the
potential benefits and risks of small cap investing.
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.
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.
TRANSFER AND DIVIDEND DISBURSING AGENT, CUSTODIAN, COUNSEL
AND INDEPENDENT AUDITORS
Dreyfus Transfer, Inc., a wholly-owned subsidiary of the Manager,
P.O. Box 9671, Providence, Rhode Island 02940-9671, is the Company's
transfer and dividend disbursing agent. Under a transfer agency agreement
with the Company, the Transfer Agent arranges for the maintenance of
shareholder account records for each Fund, the handling of certain
communications between shareholders and the Fund and the payment of
dividends and distributions payable by the Fund. For these services, the
Transfer Agent receives a monthly fee computed on the basis of the number
of shareholder accounts it maintains for each Fund during the month, and
is reimbursed for certain out-of-pocket expenses. The Bank of New York,
90 Washington Street, New York, New York 10286, is the Company's
custodian. Neither the Transfer Agent nor The Bank of New York 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 characteristics 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 LARGE COMPANY GROWTH FUND
(FORMERLY DREYFUS LARGE COMPANY GROWTH PORTFOLIO)--SEE NOTE 1
STATEMENT OF INVESTMENTS OCTOBER 31, 1995
COMMON STOCKS--97.6% SHARES VALUE
---------------- -----------------
<S> <C> <C> <C>
CONSUMER DURABLES--1.6% Fuji Photo Film, A.D.R...................... 2,000 $ 98,500
------------------
CONSUMER NON-DURABLES--5.0% Coca-Cola................................... 2,200 158,125
Gillette.................................... 2,000 96,750
International Flavors & Fragrances.......... 1,200 57,900
------------------
312,775
------------------
CONSUMER SERVICES--4.1% Spelling Entertainment Group.............(a) 17,000 221,000
Tele-Communications Liberty Media, Cl. A.(a) 1,250 30,781
------------------
251,781
------------------
ELECTRONIC TECHNOLOGY--23.7% Applied Materials........................(a) 2,400 120,300
Cisco Systems............................(a) 3,000 232,500
Compaq Computer........... ..............(a) 2,400 133,800
Ericsson (LM) Telephone, Cl. B, A.D.R........ 9,600 205,050
Hewlett-Packard............................. 2,200 203,775
LSI Logic................................(a) 4,000 188,500
Micron Technology........................... 4,000 282,500
Storage Technology.......................(a) 4,000 98,500
------------------
1,464,925
------------------
ENERGY--5.9% Anadarko Petroleum.......................... 3,100 134,463
Triton Energy............................... 5,000 233,125
------------------
367,588
------------------
FINANCE--6.7%. American International Group Leaders 2,100 177,188
MGIC Investment............................. 3,100 176,312
Progressive Corp, Ohio...................... 1,500 62,250
------------------
415,750
------------------
HEALTH SERVICES--1.2% United Healthcare........................... 1,400 74,375
------------------
HEALTH TECHNOLOGY--24.4% Abbott Laboratories......................... 3,000 119,250
Amgen....................................(a) 2,400 115,200
Boston Scientific........................(a) 2,800 117,950
Forest Laboratories......................(a) 7,000 289,625
Genzyme-General Division.................(a) 4,200 244,650
Guidant..................................... 6,600 211,200
Roche Holdings, A.D.R....................... 1,900 137,987
Teva Pharmaceutical Industries, A.D.R....... 7,000 274,750
------------------
1,510,612
------------------
INDUSTRIAL SERVICES--1.5% Schlumberger................................ 1,500 93,375
------------------
PROCESS INDUSTRIES--4.5% Grace (W.R.)................................ 5,000 278,750
------------------
PRODUCER MANUFACTURING--4.8% General Electric............................ 1,800 113,850
Raychem..................................... 4,000 185,500
------------------
299,350
------------------
DREYFUS LARGE COMPANY GROWTH FUND
(FORMERLY DREYFUS LARGE COMPANY GROWTH PORTFOLIO)--SEE NOTE 1
STATEMENT OF INVESTMENTS (continued) OCTOBER 31, 1995
COMMON STOCKS (continued) SHARES VALUE
---------------- ------------------
TECHNOLOGY SERVICES--3.6% Microsoft................................(a) 2,200 $ 220,000
------------------
TRANSPORTATION--5.4% Delta Air Lines............................. 1,500 98,438
Kansas City Southern Industries............. 5,000 233,125
------------------
331,563
------------------
UTILITIES--5.2% MFS Communications.......................(a) 2,000 80,750
Telecomunicacoes Brasileiras S.A., A.D.R.... 2,300 93,150
Vodafone Group, A.D.R....................... 3,600 147,150
------------------
321,050
------------------
TOTAL COMMON STOCKS
(cost $5,042,082)........................... $6,040,394
==================
PRINCIPAL
SHORT-TERM INVESTMENTS--1.6% AMOUNT
----------------
U.S. TREASURY BILLS: 5.15%, 12/14/95............................. $ 80,000 $ 79,502
5.23%, 12/21/95............................. 16,000 15,884
------------------
TOTAL SHORT-TERM INVESTMENTS
(cost $95,392).............................. $ 95,386
==================
TOTAL INVESTMENTS (cost $5,137,474)................................................ 99.2% $6,135,780
================ ==================
CASH AND RECEIVABLES (NET)......................................................... .8% $ 51,632
================ ==================
NET ASSETS......................................................................... 100.0% $6,187,412
================ ==================
NOTE TO STATEMENT OF INVESTMENTS;
(a) Non-income producing.
</TABLE>
See notes to financial statements.
<TABLE>
<CAPTION>
DREYFUS LARGE COMPANY GROWTH FUND
(FORMERLY DREYFUS LARGE COMPANY GROWTH PORTFOLIO)--SEE NOTE 1
STATEMENT OF ASSETS AND LIABILITIES OCTOBER 31, 1995
<S> <C> <C>
ASSETS:
Investments in securities, at value
(cost $5,137,474)--see statement............................................ $6,135,780
Cash.......................................................................... 272
Receivable for investment securities sold..................................... 54,591
Dividends and interest receivable............................................. 3,098
Prepaid expenses.............................................................. 22,681
Due from The Dreyfus Corporation.............................................. 4,864
------------------
6,221,286
LIABILITIES:
Due to Distributor............................................................ $ 1,306
Accrued expenses.............................................................. 32,568 33,874
-------------- ------------------
NET ASSETS ...................................................................... $6,187,412
==================
REPRESENTED BY:
Paid-in capital............................................................... $5,235,525
Accumulated undistributed investment income_net............................... 13,834
Accumulated net realized (loss) on investments................................ (60,253)
Accumulated net unrealized appreciation on investments_Note 4................. 998,306
------------------
NET ASSETS at value applicable to 418,296 shares outstanding
(100 million shares of $.001 par value Common Stock authorized)............... $6,187,412
==================
NET ASSET VALUE per share ($6,187,412 / 418,296 shares)........................... $14.79
==================
</TABLE>
See notes to financial statements.
<TABLE>
<CAPTION>
DREYFUS LARGE COMPANY GROWTH FUND
(FORMERLY DREYFUS LARGE COMPANY GROWTH PORTFOLIO)--SEE NOTE 1
STATEMENT OF OPERATIONS YEAR ENDED OCTOBER 31, 1995
<S> <C> <C>
INVESTMENT INCOME:
INCOME:
Cash dividends (net of $3,167 foreign taxes withheld at source)............. $ 58,885
Interest.................................................................... 18,305
--------------
TOTAL INCOME.......................................................... $ 77,190
EXPENSES:
Management fee--Note 3(a)................................................... $ 41,416
Shareholder servicing costs_Note 3(b,c)..................................... 42,456
Legal fees.................................................................. 18,727
Auditing fees............................................................... 13,516
Registration fees........................................................... 8,564
Organization expenses....................................................... 5,796
Directors' fees and expenses_Note 3(d)................................... 4,126
Prospectus and shareholders' reports_Note 3(b)........................... 2,203
Custodian fees........................................................... 2,103
Miscellaneous............................................................ 1,354
----------------
140,261
Less_expense reimbursement from Manager
due to undertakings_Note 3(a)........................................ 93,057
----------------
TOTAL EXPENSES..................................................... 47,204
------------------
INVESTMENT INCOME--NET............................................. 29,986
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments--Note 4................................. $ 57,631
Net unrealized appreciation on investments............................... 729,269
----------------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS.................... 786,900
------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................... $816,886
==================
</TABLE>
See notes to financial statements.
<TABLE>
<CAPTION>
DREYFUS LARGE COMPANY GROWTH FUND
(FORMERLY DREYFUS LARGE COMPANY GROWTH PORTFOLIO)--SEE NOTE 1
STATEMENT OF CHANGES IN NET ASSETS
YEAR ENDED OCTOBER 31,
------------------------------------
1994* 1995
---------------- --------------
<S> <C> <C>
OPERATIONS:
Investment income--net...................................................... $ 68,916 $ 29,986
Net realized gain (loss) on investments.................................... (117,884) 57,631
Net unrealized appreciation on investments for the year.................... 269,037 729,269
---------------- ------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS..................... 220,069 816,886
---------------- ------------------
DIVIDENDS TO SHAREHOLDERS FROM;
Investment income--net..................................................... ---- (85,068)
---------------- ------------------
CAPITAL STOCK TRANSACTIONS:
Net proceeds from shares sold.............................................. 5,053,200 93,703
Dividends reinvested....................................................... ---- 85,068
Cost of shares redeemed.................................................... (17,313) (4,133)
---------------- ------------------
INCREASE IN NET ASSETS FROM CAPITAL STOCK TRANSACTIONS................... 5,035,887 174,638
---------------- ------------------
TOTAL INCREASE IN NET ASSETS......................................... 5,255,956 906,456
NET ASSETS:
Beginning of year.......................................................... 25,000 5,280,956
---------------- ------------------
End of year (including undistributed investment income--net
of $68,916 in 1994 and $13,834 in 1995).................................. $5,280,956 $6,187,412
================ ==================
SHARES SHARES
---------------- ------------------
CAPITAL SHARE TRANSACTIONS:
Shares sold................................................................ 404,190 6,814
Shares issued for dividends reinvested..................................... ---- 6,990
Shares redeemed............................................................ (1,367) (331)
---------------- ------------------
NET INCREASE IN SHARES OUTSTANDING....................................... 402,823 13,473
================ ==================
* From December 29, 1993 (commencement of operations) to October 31, 1994.
</TABLE>
See notes to financial statements.
DREYFUS LARGE COMPANY GROWTH FUND
(FORMERLY DREYFUS LARGE COMPANY GROWTH PORTFOLIO)--SEE NOTE 1
FINANCIAL HIGHLIGHTS
Reference is made to page 4 of the Fund's Prospectus dated March 1, 1996.
DREYFUS LARGE COMPANY GROWTH FUND
(FORMERLY DREYFUS LARGE COMPANY GROWTH PORTFOLIO)--SEE NOTE 1
NOTES TO FINANCIAL STATEMENTS
NOTE 1--SIGNIFICANT ACCOUNTING POLICIES:
Dreyfus Growth and Value Funds, Inc. (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 eight
classes of shares of Common Stock, including the Dreyfus Large Company Growth
Fund (the "Series"). Premier Mutual Fund Services, Inc. (the "Distributor")
acts as the distributor of the Fund's shares, which are sold to the public
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.
On September 14, 1995, the Fund's Directors approved a change of the
Fund's name, effective October 1, 1995, from "Dreyfus Focus Funds, Inc." to
"Dreyfus Growth and Value Funds, Inc." and the Series was renamed Dreyfus
Large Company Growth Fund.
The Fund accounts separately for the assets, liabilities and operations
of each series. 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.
As of October 31, 1995, Major Trading Corporation, a subsidiary of Mellon
Bank Investments Corporation, the parent company of which is Mellon Bank,
held 408,937 shares of Dreyfus Large Company Growth Fund.
(A) PORTFOLIO VALUATION: The 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. Bid price is used when no
asked price is available.
(B) 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.
(C) DIVIDENDS TO SHAREHOLDERS: Dividends are recorded on the ex-dividend
date. Dividends from investment income-net and dividends from net realized
capital gain are normally declared and paid annually, but the Series may make
distributions on a more frequent basis to comply with the distribution
requirements of the Internal Revenue Code. To the extent that net realized
capital gain can be offset by capital loss carryovers, it is the policy of
the Series not to distribute such gain.
(D) FEDERAL INCOME TAXES: It is the policy of the Series to continue 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.
Dreyfus Large Company Growth Fund
(formerly Dreyfus Large Company Growth Portfolio)_See Note 1
NOTES TO FINANCIAL STATEMENTS (continued)
The Series has an unused capital loss carryover of approximately $60,000
available for Federal income tax purposes to be applied against future net
securities profits, if any, realized subsequent to October 31, 1995. If not
applied, the carryover expires in fiscal 2002.
NOTE 2--BANK LINE OF CREDIT:
In accordance with an agreement with a bank, the 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 rates in
effect from time to time.
During the year ended October 31, 1995, there were no borrowings under
the line of credit.
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 the Series' net assets and is payable monthly. The Agreement
provides that if in any full fiscal year the aggregate expenses of the
Series, exclusive of taxes, brokerage, interest on borrowings and
extraordinary expenses, exceed the expense limitation of any state having
jurisdiction over the Series, the 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 the Series presently requires reimbursement of expenses in any
full fiscal year that such expenses (exclusive of 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
the 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 the Series (exclusive of certain expenses
as described above) and thereafter had undertaken through July 10, 1995 to
waive receipt of the management, service and distribution fees. The Manager
has currently undertaken from July 11, 1995 through October 31, 1996 to
reduce the management fee paid by or reimburse such excess expenses of the
Series, to the extent that the Series' aggregate annual expenses (exclusive
of certain expenses as described above) exceed an annual rate of 1.25 of 1%
of the average daily value of the Series' net assets. The expense
reimbursement, pursuant to the undertakings, amounted to $93,057 for the year
ended October 31, 1995.
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) Prior to October 1, 1995, the Fund had a Distribution Plan (the
"Plan") adopted pursuant to Rule 12b-1 under the Act, which provided that the
Fund (a) reimburse the Distributor for payments to certain Service Agents for
distributing the Series' shares and (b) pay the Manager, Dreyfus Service
Corporation, a wholly-owned subsidiary of the Manager, and any affiliate of
either of them for advertising and marketing relating to the Series, at an
aggregate annual rate of .50 of 1% of the value of the Series' average daily
net assets. The Distributor paid one or more Service Agents in respect of
distribution services. The Distributor determined 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 provided for the Fund to
bear the costs of preparing, printing Dreyfus Large Company Growth Fund
(formerly Dreyfus Large Company Growth Portfolio)_See Note 1
NOTES TO FINANCIAL STATEMENTS (continued)
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 the Series'
average daily net assets for any full fiscal year. For the period from
November 1, 1994 to September 30, 1995, the Series was charged $26,416 pur-
suant to the Plan. Effective October 1, 1995, the Fund's Plan was terminated.
(C) Under the Shareholder Services Plan, the Series pays the Distributor
at an annual rate of .25 of 1% of the value of the Series' average daily net
assets for the provision of certain services. 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 amounts to be paid to Service
Agents. During the year ended October 31, 1995, the Series was charged an
aggregate of $13,805 pursuant to the Shareholder Services Plan.
(D) Each director who is not an "affiliated person" as defined in the Act
receives from the Fund an annual fee of $5,000 and an attendance fee of $500
per meeting. The Chairman of the Board receives an additional 25% of such
compensation. Prior to September 14, 1995, the annual fee was $3,000 and the
attendance fee was $250.
NOTE 4--SECURITIES TRANSACTIONS:
The aggregate amount of purchases and sales of investment securities,
other than short-term securities, during the year ended October 31, 1995,
amounted to $4,634,959 and $4,503,725, respectively.
At October 31, 1995, accumulated net unrealized appreciation on
investments was $998,306, consisting of $1,136,114 gross unrealized
appreciation and $137,808 gross unrealized depreciation.
At October 31, 1995, the cost of investments for Federal income tax
purposes was substantially the same as the cost for financial reporting
purposes (see the Statement of Investments).
DREYFUS LARGE COMPANY GROWTH FUND
(FORMERLY DREYFUS LARGE COMPANY GROWTH PORTFOLIO)--SEE NOTE 1
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
SHAREHOLDERS AND BOARD OF DIRECTORS
DREYFUS LARGE COMPANY GROWTH FUND
We have audited the accompanying statement of assets and liabilities,
including the statement of investments, of Dreyfus Large Company Growth Fund
(formerly Dreyfus Large Company Growth Portfolio), one of the Series
constituting Dreyfus Growth and Value Funds, Inc., as of October 31, 1995,
and the related statement of operations for the year then ended, the
statement of changes in net assets for each of the two years in the period
then ended, and financial highlights for each of the years indicated therein.
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 audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether 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, 1995 by correspondence with the custodian.
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 audits provide 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 Dreyfus Large Company Growth Fund at October 31, 1995, the
results of its operations for the year then ended, the changes in its net
assets for each of the two years in the period then ended, and the financial
highlights for each of the indicated years, in conformity with generally
accepted accounting principles.
(Ernst & Young, LLP signature logo)
New York, New York
December 7, 1995
<TABLE>
<CAPTION>
DREYFUS LARGE COMPANY VALUE FUND
(FORMERLY DREYFUS LARGE COMPANY VALUE PORTFOLIO)--SEE NOTE 1
STATEMENT OF INVESTMENTS OCTOBER 31, 1995
COMMON STOCKS--100.1% SHARES VALUE
------------ ------------
<S> <C> <C> <C>
COMMERCIAL SERVICES--1.5% Sensormatic Electronics..................... 4,800 $ 102,600
----------
CONSUMER CYCLICAL--1.9% Fila Holding S.P.A., A.D.R.................. 3,000 129,375
----------
CONSUMER DURABLES--3.4% Eastman Kodak .............................. 1,800 112,725
Ford Motor.............................. 4,000 115,000
----------
227,725
----------
CONSUMER NON-DURABLES--9.5% First Brands............................ 2,500 114,375
Jones Apparel Group...................(a) 3,400 116,450
McCormick & Co. (non-voting)............ 4,900 121,275
Philip Morris Cos. ..................... 2,200 185,900
RJR Nabisco Holdings.................... 3,040 93,480
----------
631,480
----------
CONSUMER SERVICES--3.2% Grand Casinos............................(a) 2,800 111,300
Wendy's International................... 5,100 101,363
----------
212,663
----------
CREDIT CYCLICAL--1.6% Masco 3,900 109,688
----------
ELECTRICAL EQUIPMENT--1.7% Westinghouse Electric 8,000 113,000
----------
ELECTRONIC TECHNOLOGY--12.5% Amdahl...............................(a) 11,600 107,300
Applied Materials (a) 2,200 110,275
Creative Technologies.................(a) 8,500 98,813
Digital Equipment.....................(a) 2,100 113,662
EMC..................................(a) 6,500 100,750
International Business Machines......... 2,000 194,500
Texas Instruments....................... 1,600 109,200
----------
834,500
----------
ENERGY MINERALS--7.5% Amerada Hess 2,300 103,788
Exxon.................................. 1,500 114,562
Mobil.................................. 1,100 110,825
Repsol, S.A., A.D.R. ................... 1,900 56,287
Texaco.................................. 1,700 115,812
----------
501,274
----------
FINANCE--11.9% ACE........................... 3,300 112,200
Beneficial.............................. 2,200 107,800
Citicorp................................ 1,700 110,288
Dean Witter, Discover & Co.............. 2,000 99,500
Finova Group............................ 2,500 113,125
PMI Group............................... 2,300 110,400
Prudential Reinsurance Holding.......... 7,000 142,625
----------
795,938
----------
HEALTH TECHNOLOGY--11.6% Bristol-Myers Squibb..................... 3,900 297,375
Guidant.............................. ... 5,291 169,312
Dreyfus Large Company Value Fund
(formerly Dreyfus Large Company Value Portfolio)_See Note 1
Statement of Investments (continued) October 31, 1995
Common Stocks (continued) Shares Value
------------ ------------
HEALTH TECHNOLOGY (CONTINUED) Rhone Poulenc Rorer......................... 2,400 $ 113,100
Sandoz AG, A.D.R............................ 146 120,477
Schering-Plough............................. 1,400 75,075
----------
775,339
----------
HEALTH SERVICES--2.2% Total Renal Care Holdings.................... 7,100 144,663
----------
INDUSTRIAL SERVICES--1.6% ENSCO International......................(a) 6,200 104,625
----------
NON-ENERGY MINERALS--1.7% Phelps Dodge................................ 1,800 114,075
----------
PROCESS INDUSTRIES--5.1% James River................................. 3,500 112,437
Monsanto.................................... 1,100 115,225
Praxair..................................... 4,300 116,100
----------
343,762
----------
PRODUCER MANUFACTURING--3.5% Olin........................................ 1,700 108,800
Philips Electronics, N.V.................... 3,300 127,462
----------
236,262
----------
RETAIL TRADE--4.6% Intimate Brands, Cl. A...................... 6,500 108,875
Price/Costco.......................... (a) 6,500 110,500
Tandy................................... 1,800 88,875
----------
308,250
----------
TRANSPORTATION--2.1% Illinois Central, Ser. A................ 700 26,775
Tidewater............................... 4,200 110,775
----------
137,550
----------
UTILITIES--13.0% AT&T....................... 1,000 64,000
Ameritech............................... 2,100 113,400
Century Telephone Enterprises........... 3,700 107,300
Entergy................................. 4,100 116,850
GTE..................................... 2,500 103,125
Public Service Company of Colorado...... 3,300 112,613
SBC Communications...................... 1,900 106,162
Texas Utilities......................... 3,100 113,925
TransCanada Pipelines................... 2,500 33,438
----------
870,813
----------
TOTAL INVESTMENTS (cost $6,373,158)............................................ 100.1% $6,693,582
======= ==========
LIABILITIES, LESS CASH AND RECEIVABLES......................................... (.1%) $ (6,479)
======= ==========
NET ASSETS..................................................................... 100.0% $6,687,103
======= ==========
</TABLE>
NOTE TO STATEMENT OF INVESTMENTS:
(a) Non-income producing.
See notes to financial statements.
<TABLE>
<CAPTION>
DREYFUS LARGE COMPANY VALUE FUND
(FORMERLY DREYFUS LARGE COMPANY VALUE PORTFOLIO)--SEE NOTE 1
STATEMENT OF ASSETS AND LIABILITIES OCTOBER 31, 1995
<S> <C> <C>
ASSETS:
Investments in securities, at value
(cost $6,373,158)--see statement...................................... $6,693,582
Cash.................................................................... 267,631
Receivable for investment securities sold............................... 478,108
Dividends and interest receivable....................................... 5,261
Prepaid expenses........................................................ 22,018
Due from The Dreyfus Corporation........................................ 5,026
----------
7,471,626
LIABILITIES:
Payable for investment securities purchased............................. $746,280
Net unrealized depreciation on foward currency
exchange contracts_Note 4(a).......................................... 1,330
Accrued expenses........................................................ 36,913 784,523
--------- ----------
NET ASSETS ................................................................ $6,687,103
==========
REPRESENTED BY:
Paid-in capital......................................................... $5,428,829
Accumulated undistributed investment income_net......................... 70,159
Accumulated undistributed net realized gain on investments.............. 869,021
Accumulated net unrealized appreciation on investments and
foreign currency transactions_Note 4(b)............................... 319,094
----------
NET ASSETS at value applicable to 432,494 shares outstanding
(100 million shares of $.001 par value Common Stock authorized)......... $6,687,103
==========
NET ASSET VALUE per share ($6,687,103 / 432,494 shares)..................... $15.46
=======
</TABLE>
See notes to financial statements.
<TABLE>
<CAPTION>
DREYFUS LARGE COMPANY VALUE FUND
(FORMERLY DREYFUS LARGE COMPANY VALUE PORTFOLIO)--SEE NOTE 1
STATEMENT OF OPERATIONS YEAR ENDED OCTOBER 31, 1995
<S> <C> <C>
INVESTMENT INCOME:
INCOME:
Cash dividends (net of $1,891 foreign taxes withheld at source)....... $130,029
Interest.............................................................. 12,241
--------
TOTAL INCOME.................................................... $ 142,270
EXPENSES:
Management fee--Note 3(a)............................................. 43,242
Shareholder servicing costs_Note 3(b,c)............................... 44,105
Legal fees............................................................ 19,747
Auditing fees......................................................... 15,282
Registration fees..................................................... 9,739
Organization expenses................................................. 5,425
Directors' fees and expenses_Note 3(d)................................ 4,384
Prospectus and shareholders' reports.................................. 3,310
Custodian fees........................................................ 2,753
Miscellaneous......................................................... 1,315
--------
149,302
Less_expense reimbursement from Manager
due to undertakings_Note 3(a)..................................... 101,479
--------
TOTAL EXPENSES.................................................. 47,823
---------
INVESTMENT INCOME--NET.......................................... 94,447
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments--Note 4(a)........................... $924,046
Net unrealized appreciation on investments and foreign currency transactions 318,810
--------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS................. 1,242,856
----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................ $1,337,303
==========
</TABLE>
See notes to financial statements.
<TABLE>
<CAPTION>
DREYFUS LARGE COMPANY VALUE FUND
(FORMERLY DREYFUS LARGE COMPANY VALUE PORTFOLIO)--SEE NOTE 1
STATEMENT OF CHANGES IN NET ASSETS
YEAR ENDED OCTOBER 31,
----------------------------
1994* 1995
------------ ------------
<S> <C> <C>
OPERATIONS:
Investment income--net.................................................. $ 106,661 $ 94,447
Net realized gain (loss) on investments................................. (55,025) 924,046
Net unrealized appreciation on investments for the year................. 284 318,810
------------ ------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS.................. 51,920 1,337,303
------------ ------------
DIVIDENDS TO SHAREHOLDERS FROM:
Investment income-net................................................... -- (130,949)
------------ ------------
CAPITAL STOCK TRANSACTIONS:
Net proceeds from shares sold........................................... 5,101,555 224,848
Dividends reinvested.................................................... -- 130,949
Cost of shares redeemed................................................. (10,077) (43,446)
------------ ------------
INCREASE IN NET ASSETS FROM CAPITAL STOCK TRANSACTIONS................ 5,091,478 312,351
------------ ------------
TOTAL INCREASE IN NET ASSETS...................................... 5,143,398 1,518,705
NET ASSETS:
Beginning of year....................................................... 25,000 5,168,398
------------ ------------
End of year (including undistributed investment income_net:
$106,661 in 1994 and $70,159 in 1995)................................. $5,168,398 $6,687,103
============ ============
SHARES SHARES
------------ ------------
CAPITAL SHARE TRANSACTIONS:
Shares sold............................................................. 407,991 15,585
Shares issued for dividends reinvested.................................. -- 11,116
Shares redeemed......................................................... (774) (3,424)
------------ ------------
NET INCREASE IN SHARES OUTSTANDING.................................... 407,217 23,277
============ ============
*From December 29, 1993 (commencement of operations) to October 31, 1994.
</TABLE>
See notes to financial statements.
DREYFUS LARGE COMPANY VALUE FUND
(FORMERLY DREYFUS LARGE COMPANY VALUE PORTFOLIO)--SEE NOTE 1
FINANCIAL HIGHLIGHTS
Reference is made to page 4 of the Fund's Prospectus dated March 1, 1996.
DREYFUS LARGE COMPANY VALUE FUND
(FORMERLY DREYFUS LARGE COMPANY VALUE PORTFOLIO)--SEE NOTE 1
NOTES TO FINANCIAL STATEMENTS
NOTE 1--SIGNIFICANT ACCOUNTING POLICIES:
Dreyfus Growth and Value Funds, Inc. (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 eight
series, including the Dreyfus Large Company Value Fund (the "Series").
Premier Mutual Fund Services, Inc. (the "Distributor") acts as the
distributor of the Fund's shares, which are sold to the public 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.
On September 14, 1995, the Fund's Directors approved a change of the
Fund's name, effective October 1, 1995, from "Dreyfus Focus Funds, Inc." to
"Dreyfus Growth and Value Funds, Inc." and the Series was renamed Dreyfus
Large Company Value Fund.
The Fund accounts separately for the assets, liabilities and operations
of each series. 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.
As of October 31, 1995, Major Trading Corporation, a subsidiary of Mellon
Bank Investments Corporation, the parent company of which is Mellon Bank,
held 412,920 shares of Dreyfus Large Company Value Fund.
(A) PORTFOLIO VALUATION: The Series' investments in securities (including
options and financial futures) 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. Such gains and losses
are included with net realized and unrealized gain or loss on investments.
(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) DIVIDENDS TO SHAREHOLDERS: Dividends are recorded on the ex-dividend
date. Dividends from investment income-net and dividends from net realized
capital gain are normally declared and paid annually, but the Series may make
distributions on a more frequent basis to comply with the distribution
requirements of the Internal Revenue Code. To the extent that net realized
capital gain can be offset by capital loss carryovers, if any, it is the
policy of the Series not to distribute such gain.
(E) FEDERAL INCOME TAXES: It is the policy of the Series to continue 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.
NOTE 2--BANK LINE OF CREDIT:
In accordance with an agreement with a bank, the 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 rates in
effect from time to time.
During the year ended October 31, 1995, there were no borrowings under
the line of credit.
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 the Series' net assets and is payable monthly. The Agreement
provides that if in any full fiscal year the aggregate expenses of the
Series, exclusive of taxes, brokerage, interest on borrowings and
extraordinary expenses, exceed the expense limitation of any state having
jurisdiction over the Series, the 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 the Series presently requires reimbursement of expenses in any
full fiscal year that such expenses (exclusive of 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 the
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 the Series (exclusive of certain expenses
as described above) and thereafter had undertaken through July 10, 1995 to
waive receipt of the management, service and distribution fees. The Manager
has currently undertaken from July 11, 1995 through October 31, 1996 to
reduce the management fee paid by or reimburse such excess expenses of the
Series, to the extent that the Series' aggregate annual expenses (exclusive
of certain expenses as described above) exceed an annual rate of 1.25 of 1%
of the average daily value of the Series' net assets. The expense
reimbursement, pursuant to the undertakings, amounted to $101,479 for the
year ended October 31, 1995.
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) Prior to September 30, 1995, the Fund had a Distribution Plan (the
"Plan") adopted pursuant to Rule 12b-1 under the Act, which provided that the
Fund (a) reimburse the Distributor for payments to certain Service Agents for
distributing the Series' shares and (b) pay the Manager, Dreyfus Service
Corporation, a wholly-owned subsidiary of the Manager, and any affiliate of
either of them for advertising and marketing relating to the Series, at an
aggregate annual rate of .50 of 1% of the value of the Series' average daily
net assets. Under the Plan, the Distributor was permitted to pay one or more
Service Agents in respect of distribution services. The Distributor
determined the amounts, if any, to be paid to Service Agents under the Plan
and the basis on which such payments were made. The fees payable under the
Plan were payable without regard to actual expenses incurred. The 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 Plan,
not to exceed the greater of $100,000 or .005 of 1% of the Series' average
daily net assets for any full fiscal year. For the period from November 1,
1994 to September 30, 1995, the Series was charged $27,726 pursuant to the
Plan. Effective September 30, 1995, the Fund's Plan was terminated.
(C) Under the Shareholder Services Plan, the Series pays the Distributor
at an annual rate of .25 of 1% of the value of the Series' average daily net
assets for the provision of certain services. 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 amounts to be paid to Service
Agents. During the year ended October 31, 1995, the Series was charged an
aggregate of $14,414 pursuant to the Shareholder Services Plan.
(D) Each director who is not an "affiliated person" as defined in the Act
receives from the Fund an annual fee of $5,000 and an attendance fee of $500
per meeting. The Chairman of the Board receives an additional 25% of such
compensation. Prior to September 14, 1995, the annual fee was $3,000 and the
attendance fee was $250.
NOTE 4--SECURITIES TRANSACTIONS:
(A) The aggregate amount of purchases and sales of investment securities,
other than short-term securities, during the year ended October 31, 1995,
amounted to $8,474,209 and $7,967,832, respectively.
The following summarizes open forward currency contracts at October 31, 1995;
<TABLE>
<CAPTION>
U.S. DOLLAR UNREALIZED
FORWARD CURRENCY SALE CONTRACTS PROCEEDS VALUE (DEPRECIATION)
- ----------------------------------- ---------- ---------- -------------
<S> <C> <C> <C>
Swiss Francs, expiring 12/18/95......................... $90,000 $91,330 ($1,330)
=========
</TABLE>
The Fund enters into forward currency exchange contracts in order to hedge
its exposure to changes in foreign currency exchange rates on its foreign
portfolio holdings. When executing forward currency exchange contracts, the
Series is obligated to buy or sell a foreign currency at a specified rate on a
certain date in the future. With respect to sales of forward currency exchange
contracts, the Fund would incur a loss if the value of the contract increases
between the date the forward contract is opened and the date the forward
contract is closed. The Series realizes a gain if the value of the contract
decreases between those dates. With respect to purchases of forward currency
exchange contracts, the Series would incur a loss if the value of the contract
decreases between the date the forward contract is opened and the date the
forward contract is closed. The Series realizes a gain if the value of the
contract increases between those dates. The Series is also exposed to credit
risk associated with counter party nonperformance on these forward currency
exchange contracts which is typically limited to the unrealized gains on such
contracts that are recognized in the Statement of Assets and Liabilities.
(B) At October 31, 1995, accumulated net unrealized appreciation on
investments was $319,094, consisting of $457,296 gross unrealized
appreciation and $138,202 gross unrealized depreciation.
At October 31, 1995, the cost of investments for Federal income tax
purposes was substantially the same as the cost for financial reporting
purposes (see the Statement of Investments).
DREYFUS LARGE COMPANY VALUE FUND
(FORMERLY DREYFUS LARGE COMPANY VALUE PORTFOLIO)--SEE NOTE 1
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
SHAREHOLDERS AND BOARD OF DIRECTORS
DREYFUS LARGE COMPANY VALUE FUND
We have audited the accompanying statement of assets and liabilities,
including the statement of investments, of Dreyfus Large Company Value Fund
(formerly Dreyfus Large Company Value Portfolio), one of the Series
constituting Dreyfus Growth and Value Funds, Inc., as of October 31, 1995,
and the related statement of operations for the year then ended, the
statement of changes in net assets for each of the two years in the period
then ended, and financial highlights for each of the years indicated therein.
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 audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether 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, 1995 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 audits provide
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 Dreyfus Large Company Value Fund at October 31, 1995, the results
of its operations for the year then ended, the changes in its net assets for
each of the two years in the period then ended, and the financial highlights
for each of the indicated years, in conformity with generally accepted
accounting principles.
(Ernst & Young LLP signature logo)
New York, New York
December 7, 1995
<TABLE>
<CAPTION>
DREYFUS SMALL COMPANY VALUE FUND
(FORMERLY DREYFUS SMALL COMPANY VALUE PORTFOLIO)-SEE NOTE 1
STATEMENT OF INVESTMENTS OCTOBER 31, 1995
COMMON STOCKS-90.1% SHARES VALUE
------------ ------------
<S> <C> <C> <C>
COMMERCIAL SERVICES-3.7% Bowne & Co................................. 4,500 $ 83,813
Graphic Industries......................... 3,600 35,100
Hughes Supply.............................. 1,000 24,125
Nash Finch................................. 1,000 17,875
True North Communications.................. 3,700 74,925
------------
235,838
------------
CONSUMER DURABLES-6.6% Bally Gaming International..............(a) 4,900 51,450
Beazer Homes USA........................(a) 4,200 73,500
Continental Homes Holding.................. 3,100 63,550
De Rigo S.P.A., A.D.R. .................... 1,000 20,625
La-Z-Boy Chair............................. 2,000 59,500
Lifetime Hoan...........................(a) 1,400 13,300
SPX........................................ 3,200 49,600
Scotts, Cl. A...........................(a) 1,500 29,813
U.S. Home...............................(a) 2,200 59,125
------------
420,463
------------
CONSUMER NON-DURABLES-4.3% Alberto-Culver, Cl. A...................... 3,300 89,100
Block Drug, Cl. A (non-voting)............. 1,000 38,500
Jones Apparel Group......................(a) 900 30,825
Maybelline................................. 2,000 47,250
Paragon Trade Brands....................(a) 3,600 57,150
Tultex..................................(a) 3,000 14,250
-------------
277,075
-------------
CONSUMER SERVICES-7.0% Chris-Craft Industries..................(a) 2,797 111,530
Evergreen Media, Cl. A..................(a) 1,840 50,140
Hollinger International, Cl. A............. 6,000 69,000
Price Communications....................(a) 2,000 16,375
Ryan's Family Steak House...............(a) 5,100 39,525
SFX Broadcasting, Cl. A.................(a) 3,400 91,800
ShowBiz Pizza Time......................(a) 5,500 67,375
------------
445,745
------------
ELECTRONIC TECHNOLOGY-14.5% Ade........................................ 5,000 75,000
Banyan Systems..........................(a) 3,500 27,344
BE Aerospace............................(a) 9,200 72,450
Conner Peripherals......................(a) 3,600 64,800
Dynatech................................(a) 1,500 22,500
ESS Technology............................. 700 21,000
Etec Systems............................... 15,000 165,000
GTI....................................(a) 2,000 34,000
Measurex................................... 1,600 49,200
Megatest................................(a) 2,500 73,750
DREYFUS SMALL COMPANY VALUE FUND
(FORMERLY DREYFUS SMALL COMPANY VALUE PORTFOLIO)-SEE NOTE 1
STATEMENT OF INVESTMENTS (CONTINUED) OCTOBER 31, 1995
COMMON STOCKS (CONTINUED) SHARES VALUE
------------ ---------------
ELECTRONIC TECHNOLOGY (CONTINUED) Microtec Research.......................... 5,000 $ 69,687
Tegal...................................... 9,000 114,750
Truevision..............................(a) 8,500 65,875
Zoom Telephonics........................(a) 4,600 74,750
---------------
930,106
---------------
ENERGY MINERALS-2.2% Cross Timbers Oil.......................... 2,000 29,000
Diamond Shamrock........................... 800 20,600
Santa Fe Energy Resources...............(a) 6,000 53,250
Swift Energy............................(a) 4,000 35,500
---------------
138,350
---------------
FINANCE-15.5% Allmerica Property & Casualty Cos.......... 800 18,200
Astoria Financial.......................... 1,000 42,875
Bay Ridge Bancorp.......................(a) 1,800 38,475
Bay View Capital........................... 2,500 66,250
Brooklyn Bancorp........................(a) 1,200 47,250
Citizens................................... 1,000 18,125
City National.............................. 3,000 39,750
Community Bank System...................... 2,300 72,450
Downey Financial........................... 2,900 59,088
First Palm Beach Bancorp................... 2,600 59,150
Fleet Financial Group...................... 1,713 66,379
Fleet Financial Group (Warrants)........(a) 224 2,268
Fremont General........................... 1,000 29,000
Glendale Federal Bank FSB...............(a) 2,000 32,000
Greater New York Savings Bank...........(a) 2,000 24,000
Horace Mann Educators...................... 1,700 45,262
Interpool...............................(a) 2,000 32,000
Long Island Bancorp........................ 2,500 57,187
MLF Bancorp................................ 1,700 38,250
PXRE....................................... 800 20,400
Patriot American Hospitality............... 1,000 24,375
SFFed...................................... 1,500 45,750
Security-Connecticut.................... 1,500 39,000
Standard Financial......................(a) 2,400 33,000
Summit Properties.......................... 900 16,650
Transnational Re, Cl. A.................(a) 1,200 26,850
--------------
993,984
--------------
HEALTH SERVICES-1.6% Enterprise Systems......................... 500 11,688
Pediatrix Medical Group.................... 2,000 43,250
Sterling Heathcare Group................(a) 2,000 27,500
Total Renal Care Holdings.................. 1,000 20,375
--------------
102,813
---------------
DREYFUS SMALL COMPANY VALUE FUND
(FORMERLY DREYFUS SMALL COMPANY VALUE PORTFOLIO)-SEE NOTE 1
STATEMENT OF INVESTMENTS (CONTINUED) OCTOBER 31, 1995
COMMON STOCKS (CONTINUED) SHARES VALUE
--------------- ---------------
HEALTH TECHNOLOGY-1.5% Advanced Technology Laboratories........(a) 2,300 $ 41,400
Kinetic Concepts.......................... 5,000 55,625
---------------
97,025
---------------
INDUSTRIAL SERVICES-5.1% Hornbeck Offshore Services..............(a) 4,500 65,813
Lufkin Industries.......................... 2,500 46,250
Marine Drilling Cos. ...................(a) 2,500 9,375
Noble Drilling..........................(a) 5,800 40,600
Rowan Cos. .............................(a) 8,000 53,000
Stolt Comex Seaway, S.A. ...............(a) 5,000 44,063
Tuboscope Vetco International...........(a) 7,100 41,712
Weatherford Enterra.....................(a) 1,200 28,950
---------------
329,763
---------------
NON-ENERGY MINERALS-.8% Texas Industries........................... 1,000 52,625
---------------
PROCESS INDUSTRIES-3.6% Applied Extrusion Technologies..........(a) 2,000 30,750
Calgon Carbon.............................. 5,000 56,875
Dexter..................................... 2,000 47,750
Fuller (H.B.) ............................. 900 28,350
International Specialty Products........... 1,500 12,937
Slocan Forest Products..................... 2,108 20,209
Stepan..................................... 2,000 31,500
---------------
228,371
---------------
PRODUCER MANUFACTURING-7.8% General Scanning........................... 4,000 48,000
Handy & Harman............................. 2,100 29,663
INDRESCO................................(a) 3,600 61,650
Oakley..................................... 500 17,250
Talley Industries.......................(a) 6,500 56,875
Triarc Cos., Cl. A......................(a) 3,000 28,500
UNR Industries............................. 7,500 62,812
U.S. Industries............................ 5,100 76,500
Zero....................................... 2,700 41,175
Zurn Industries............................ 1,000 25,000
Zycon....................................... 4,000 50,000
---------------
497,425
---------------
RETAIL TRADE-6.8% CPI........................................ 2,500 45,625
Carr-Gottstein Foods....................(a) 3,000 24,000
Egghead.................................(a) 1,500 10,313
Fay's...................................... 5,000 40,000
Finish Line, Cl. A.................... .(a) 6,000 53,250
Hi-Lo Automotive........................(a) 3,600 21,150
Neiman-Marcus Group........................ 3,000 51,375
Pier 1 Imports............................. 6,380 61,408
DREYFUS SMALL COMPANY VALUE FUND
(FORMERLY DREYFUS SMALL COMPANY VALUE PORTFOLIO)-SEE NOTE 1
STATEMENT OF INVESTMENTS (CONTINUED) OCTOBER 31, 1995
COMMON STOCKS (CONTINUED) SHARES VALUE
-------------- --------------
RETAIL TRADE (CONTINUED) Venture Stores............................ 300 $ 1,125
Waban..................................(a) 4,100 64,062
Younkers................................(a) 3,000 65,625
---------------
437,933
---------------
TECHNOLOGY SERVICES-2.7% Cooper & Chyan Technology.................. 500 7,062
Health Payment Review...................... 3,000 78,000
Legato Systems.......................... 500 18,250
Logic Works................................ 500 7,625
Premenos Technology........................ 800 31,400
Smith Micro Software....................... 2,500 30,625
---------------
172,962
---------------
TRANSPORTATION-5.3% Harper Group............................... 3,500 63,000
Midwest Express Holdings................... 2,500 62,812
Sea Containers, Cl. A...................... 5,000 91,250
Stolt-Nielsen, S.A. ....................... 3,000 90,000
Teekay Shipping............................ 1,500 34,875
---------------
341,937
---------------
UTILITIES-1.1% Central Maine Power........................ 2,700 37,462
NGC........................................ 2,232 20,088
Tel-Save Holdings.......................... 1,000 13,875
---------------
71,425
---------------
TOTAL COMMON STOCKS
(cost $5,475,604).......................... $5,773,840
===============
PRINCIPAL
SHORT-TERM INVESTMENTS-9.6% AMOUNT
---------------
U.S. TREASURY BILLS: 5.37%, 11/2/95..........................(b) $ 236,000 $ 235,965
5.16%, 11/9/95............................. 33,000 32,962
5.13%, 12/7/95............................. 101,000 100,490
5.28%, 12/14/95.........................(b) 245,000 243,474
---------------
TOTAL SHORT-TERM INVESTMENTS
(cost $612,864)............................ $ 612,891
===============
TOTAL INVESTMENTS(cost $6,088,468)............................................. 99.7% $6,386,731
============= ==============
CASH AND RECEIVABLES (NET)..................................................... .3% $ 17,221
============= ==============
NET ASSETS..................................................................... 100.0% $6,403,952
============= ==============
NOTES TO STATEMENT OF INVESTMENTS:
(a) Non-income producing.
(b) Partially held by broker as collateral for open short positions.
</TABLE>
See notes to financial statements.
<TABLE>
<CAPTION>
DREYFUS SMALL COMPANY VALUE FUND
(FORMERLY DREYFUS SMALL COMPANY VALUE PORTFOLIO)-SEE NOTE 1
STATEMENT OF SECURITIES SOLD SHORT OCTOBER 31, 1995
COMMON STOCK-6.3% SHARES VALUE
--------------- --------------
<S> <C> <C>
Availl......................................................................... 5,000 $ 41,875
C-COR Electronics.............................................................. 2,200 50,600
Champion Industries............................................................ 1,100 23,100
Elcor.......................................................................... 1,500 31,500
Electronics For Imaging........................................................ 300 24,675
Fritz Cos. .................................................................... 2,070 72,450
Lance.......................................................................... 1,600 27,000
Presstek....................................................................... 1,000 47,500
Semtech........................................................................ 1,000 25,625
Symbol Technologies............................................................ 1,100 38,363
WMS Industries................................................................. 40 785
Williams-Sonoma................................................................ 1,000 17,375
---------------
TOTAL SECURITIES SOLD SHORT
(proceeds $348,375)........................................................ $400,848
===============
</TABLE>
See notes to financial statements.
<TABLE>
<CAPTION>
DREYFUS SMALL COMPANY VALUE FUND
(FORMERLY DREYFUS SMALL COMPANY VALUE PORTFOLIO)-SEE NOTE 1
STATEMENT OF ASSETS AND LIABILITIES OCTOBER 31, 1995
<S> <C> <C>
ASSETS:
Investments in securities, at value
(cost $6,088,468)-see statement....................................... $6,386,731
Cash.................................................................... 184,850
Receivable for investment securities sold............................... 67,962
Dividends and interest receivable....................................... 991
Receivable from brokers for proceeds on securities sold short........... 348,375
Prepaid expenses........................................................ 22,735
Due from The Dreyfus Corporation........................................ 8,325
------------------
7,019,969
LIABILITIES:
Due to Distributor...................................................... $ 1,360
Payable for investment securities purchased............................. 175,875
Securities sold short, at value (proceeds $348,375)-see statement....... 400,848
Accrued expenses........................................................ 37,934 616,017
--------------- ------------------
NET ASSETS.................................................................. $6,403,952
==================
REPRESENTED BY:
Paid-in capital......................................................... $5,682,016
Accumulated undistributed investment income-net......................... 30,658
Accumulated undistributed net realized gain on investments,
securities sold short and foreign currency transactions............... 445,486
Accumulated net unrealized appreciation on investments, securities
sold short and foreign currency transactions-Note 4(b)................ 245,792
------------------
NET ASSETS at value applicable to 457,389 shares outstanding
(100 million shares of $.001 par value Common Stock authorized)......... $6,403,952
==================
NET ASSET VALUE per share ($6,403,952 / 457,389 shares)..................... $14.00
==================
</TABLE>
See notes to financial statements.
<TABLE>
<CAPTION>
DREYFUS SMALL COMPANY VALUE FUND
(FORMERLY DREYFUS SMALL COMPANY VALUE PORTFOLIO)-SEE NOTE 1
STATEMENT OF OPERATIONS YEAR ENDED OCTOBER 31, 1995
<S> <C> <C>
INVESTMENT INCOME:
INCOME:
Cash dividends (net of $182 foreign taxes withheld at source)........ $ 44,754
Interest............................................................. 51,585
---------------
TOTAL INCOME................................................... $ 96,339
EXPENSES:
Management fee-Note 3(a)............................................. 42,383
Shareholder servicing costs-Note 3(b,c).............................. 43,258
Legal fees........................................................... 19,163
Auditing fees........................................................ 15,831
Registration fees.................................................... 8,795
Organization expenses................................................ 5,359
Custodian fees....................................................... 5,505
Directors' fees and expenses-Note 3(d)............................... 4,203
Prospectus and shareholders' reports-Note 3(b)....................... 3,302
Interest-Note 2...................................................... 2,822
Dividends on securities sold short................................... 1,286
Miscellaneous........................................................ 1,312
--------------
153,219
Less-expense reimbursement from Manager
due to undertaking-Note 3(a)..................................... 101,524
--------------
TOTAL EXPENSES................................................. 51,695
----------------
INVESTMENT INCOME-NET.......................................... 44,644
----------------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain (loss) on investments-Note 4(a):
Long transactions (including foreign currency transactions)...... $474,892
Short sale transactions.......................................... (10,036)
--------------
NET REALIZED GAIN................................................ 464,856
Net unrealized appreciation on investments, securities sold
short and foreign currency transactions.......................... 601,439
-----------------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS................ 1,066,295
-----------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS....................... $1,110,939
=================
</TABLE>
See notes to financial statements.
<TABLE>
<CAPTION>
DREYFUS SMALL COMPANY VALUE FUND
(FORMERLY DREYFUS SMALL COMPANY VALUE PORTFOLIO)-SEE NOTE 1
STATEMENT OF CHANGES IN NET ASSETS
YEAR ENDED OCTOBER 31,
----------------------------------
1994* 1995
--------------- --------------
<S> <C> <C>
OPERATIONS:
Investment income-net................................................... $ 123,146 $ 44,644
Net realized gain on investments........................................ 200,873 464,856
Net unrealized appreciation (depreciation) on investments............... (355,647) 601,439
--------------- --------------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS (31,628) 1,110,939
--------------- --------------
DIVIDENDS TO SHAREHOLDERS FROM:
Investment income-net................................................... --- (137,132)
Net realized gain on investments........................................ --- (220,243)
--------------- --------------
TOTAL DIVIDENDS....................................................... --- (357,375)
--------------- --------------
CAPITAL STOCK TRANSACTIONS:
Net proceeds from shares sold........................................... 5,174,759 343,498
Dividends reinvested.................................................... --- 357,374
Cost of shares redeemed................................................. (2,340) (216,275)
--------------- --------------
INCREASE IN NET ASSETS FROM CAPITAL STOCK TRANSACTIONS................ 5,172,419 484,597
--------------- --------------
TOTAL INCREASE IN NET ASSETS...................................... 5,140,791 1,238,161
NET ASSETS:
Beginning of year....................................................... 25,000 5,165,791
--------------- --------------
End of year (including undistributed investment income-net:
$123,146 in 1994 and $30,658 in 1995)................................. $5,165,791 $6,403,952
=============== ==============
SHARES SHARES
--------------- --------------
CAPITAL SHARE TRANSACTIONS:
Shares sold............................................................. 413,701 27,757
Shares issued for dividends reinvested.................................. --- 31,966
Shares redeemed......................................................... (191) (17,844)
--------------- --------------
NET INCREASE IN SHARES OUTSTANDING.................................... 413,510 41,879
=============== ==============
* From December 29, 1993 (commencement of operations) to October 31, 1994.
</TABLE>
See notes to financial statements.
DREYFUS SMALL COMPANY VALUE FUND
(FORMERLY DREYFUS SMALL COMPANY VALUE PORTFOLIO)-SEE NOTE 1
FINANCIAL HIGHLIGHTS
Reference is made to page 4 of the Fund's Prospectus dated March 1, 1996.
DREYFUS SMALL COMPANY VALUE FUND
(FORMERLY DREYFUS SMALL COMPANY VALUE PORTFOLIO)-SEE NOTE 1
NOTES TO FINANCIAL STATEMENTS
NOTE 1-SIGNIFICANT ACCOUNTING POLICIES:
Dreyfus Growth and Value Funds, Inc. (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 eight
series, including the Dreyfus Small Company Value Fund (the "Series").
Premier Mutual Fund Services, Inc. (the "Distributor") acts as the
distributor of the Fund's shares, which are sold to the public 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
("Dreyfus") serves as the Fund's investment adviser. Dreyfus is a direct
subsidiary of Mellon Bank, N.A. On September 29, 1995, the Fund's
shareholders approved a sub-investment advisory agreement between Dreyfus and
The Boston Company Asset Management, Inc. ("TBC Asset Management"), an
indirect subsidiary of Mellon Bank, N.A. and an affiliate of Dreyfus, with
respect to the Series.
On September 14, 1995, the Fund's Directors approved a change of the
Fund's name, effective October 1, 1995, from "Dreyfus Focus Funds, Inc." to
"Dreyfus Growth and Value Funds, Inc." and the Series was renamed Dreyfus
Small Company Value Fund.
The Fund accounts separately for the assets, liabilities and operations
of each series. 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.
As of October 31, 1995, Major Trading Corporation, a subsidiary of Mellon
Bank Investments Corporation, the parent company of which is Mellon Bank,
held 439,186 shares of Dreyfus Small Company Value Fund.
(A) PORTFOLIO VALUATION: The Series' investments in securities (including
options and financial futures) 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
DREYFUS SMALL COMPANY VALUE FUND
(FORMERLY DREYFUS SMALL COMPANY VALUE PORTFOLIO)-SEE NOTE 1
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
in securities, resulting from changes in exchange rates. Such gains and
losses are included with net realized and unrealized gain or loss on
investments.
(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) DIVIDENDS TO SHAREHOLDERS: Dividends are recorded on the ex-dividend
date. Dividends from investment income-net and dividends from net realized
capital gain are normally declared and paid annually, but the Series may make
distributions on a more frequent basis to comply with the distribution
requirements of the Internal Revenue Code. To the extent that net realized
capital gain can be offset by capital loss carryovers, if any, it is the
policy of the Series not to distribute such gain.
(E) FEDERAL INCOME TAXES: It is the policy of the Series to continue 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.
NOTE 2-BANK LINE OF CREDIT:
In accordance with an agreement with a bank, the 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 rates in
effect from time to time.
At October 31, 1995, there were no outstanding borrowings under the line
of credit. The average daily amount of short-term debt outstanding during the
year ended October 31, 1995 was approximately $39,532, with a related
weighted average annualized interest rate of 7.14%. The maximum amount of
such debt outstanding at any time during the year ended October 31, 1995, was
$268,000.
NOTE 3-INVESTMENT ADVISORY FEE, SUB-INVESTMENT ADVISORY FEE AND OTHER
TRANSACTIONS WITH AFFILIATES:
(A) Pursuant to a management agreement ("Agreement") with Dreyfus, the
management fee is computed at the annual rate of .75
of 1% of the average daily value of the Series' net assets and is payable
monthly. The Agreement provides that if in any full fiscal year the aggregate
expenses of the Series, exclusive of taxes, brokerage, interest on borrowings
(which, in the view of Stroock & Stroock & Lavan, counsel to the Fund, also
contemplates dividends and interest accrued on securities sold short) and
extraordinary expenses, exceed the expense limitation of any state having
jurisdiction over the Series, the Series may deduct from payments to be made
to Dreyfus, or Dreyfus will bear the amount of such excess to the extent
required by state law. The most stringent state expense limitation applicable
to the Series presently requires reimbursement of expenses in any full fiscal
year that such expenses (exclusive of certain expenses as described above)
exceed 21\2% of the first $30 million, 2% of the next $70 million and 11\2%
of the excess over $100 million of the average value of the Series' net
assets in accordance with California "blue sky" regulations. However, Dreyfus
had undertaken from November 1, 1994 through December 31, 1994, to
DREYFUS SMALL COMPANY VALUE FUND
(FORMERLY DREYFUS SMALL COMPANY VALUE PORTFOLIO)-SEE NOTE 1
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
assume all expenses of the Series (exclusive of certain expenses as described
above) and thereafter had undertaken through July 10, 1995 to waive receipt
of the management, service and distribution fees. Dreyfus has currently
undertaken from July 11, 1995 through October 31, 1996 to reduce the
management fee paid by or reimburse such excess expenses of the Series, to
the extent that the Series' aggregate annual expenses (exclusive of certain
expenses as described above) exceed an annual rate of 1.25 of 1% of the
average daily value of the Series' net assets. The expense reimbursement,
pursuant to the undertakings, amounted to $101,524 for the year ended October
31, 1995.
The undertaking may be modified by Dreyfus from time to time, provided
that the resulting expense reimbursement would not be less than the amount
required pursuant to the agreement.
Pursuant to a Sub-Investment Advisory Agreement between Dreyfus and TBC
Asset Management, the sub-investment advisory fee is computed at the annual
rate of .375 of 1% of the average daily value of the Series' net assets and
is payable monthly by Dreyfus.
(B) Prior to September 30, 1995, the Fund had a Distribution Plan (the
"Plan") adopted pursuant to Rule 12b-1 under the Act, which provided that the
Fund (a) reimburse the Distributor for payments to certain Service Agents for
distributing the Series' shares and (b) pay Dreyfus, Dreyfus Service
Corporation, a wholly-owned subsidiary of Dreyfus, and any affiliate of
either of them for advertising and marketing relating to the Series, at an
aggregate annual rate of .50 of 1% of the value of the Series' average daily
net assets. Under the Plan, the Distributor was permitted to pay one or more
Service Agents in respect of distribution services. The Distributor
determined the amounts, if any, to be paid to Service Agents under the Plan
and the basis on which such payments were made. The fees payable under the
Plan were payable without regard to actual expenses incurred. The 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 Plan,
not to exceed the greater of $100,000 or .005 of 1% of the Series' average
daily net assets for any full fiscal year. For the period from November 1,
1994 to September 30, 1995 the Series was charged $27,483 pursuant to the Plan.
Effective September 30, 1995, the Fund's Plan was terminated.
(C) Under the Shareholder Services Plan, the Series pays the Distributor
at an annual rate of .25 of 1% of the value of the Series' average daily net
assets for the provision of certain services. 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 amounts to be paid to Service
Agents. During the year ended October 31, 1995, the Series was charged an
aggregate of $14,128 pursuant to the Shareholder Services Plan.
(D) Each director who is not an "affiliated person" as defined in the Act
receives from the Fund an annual fee of $5,000 and an attendance fee of $500
per meeting. The Chairman of the Board receives an additional 25% of such
compensation. Prior to September 14, 1995, the annual fee was $3,000 and the
attendance fee was $250.
DREYFUS SMALL COMPANY VALUE FUND
(FORMERLY DREYFUS SMALL COMPANY VALUE PORTFOLIO)-SEE NOTE 1
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 4-SECURITIES TRANSACTIONS:
(A) The aggregate amount of purchases and sales of investment securities
and securities sold short, excluding short-term securities, during the year
ended October 31, 1995 is summarized as follows:
<TABLE>
<CAPTION>
PURCHASES SALES
-------------- --------------
<S> <C> <C>
Long transactions................................................ $7,954,518 $7,778,145
Short sale transactions.......................................... 483,691 722,731
-------------- --------------
TOTAL.......................................................... $8,438,209 $8,500,876
============== ==============
</TABLE>
The Series 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 October 31, 1995 and their
related market values and proceeds are set forth in the Statement of Securities
Sold Short.
(B) At October 31, 1995, accumulated net unrealized appreciation on
investments was $245,792, consisting of $521,273 gross unrealized
appreciation and $275,481 gross unrealized depreciation.
At October 31, 1995, the cost of investments for Federal income tax
purposes was substantially the same as the cost for financial reporting
purposes (see the Statement of Investments).
DREYFUS SMALL COMPANY VALUE FUND
(FORMERLY DREYFUS SMALL COMPANY VALUE PORTFOLIO)-SEE NOTE 1
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
SHAREHOLDERS AND BOARD OF DIRECTORS
DREYFUS SMALL COMPANY VALUE FUND
We have audited the accompanying statement of assets and liabilities,
including the statement of investments and securities sold short, of Dreyfus
Small Company Value Fund (formerly Dreyfus Small Company Value Portfolio),
one of the Series constituting Dreyfus Growth and Value Funds, Inc., as of
October 31, 1995, and the related statement of operations for the year then
ended, the statement of changes in net assets for each of the two years in
the period then ended, and financial highlights for each of the years
indicated therein. 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 audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether 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, 1995 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 audits provide
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 Dreyfus Small Company Value Fund at October 31, 1995, the results
of its operations for the year then ended, the changes in its net assets for
each of the two years in the period then ended, and the financial highlights
for each of the indicated years, in conformity with generally accepted
accounting principles.
[Ernst and Young LLP signature logo]
New York, New York
December 7, 1995
DREYFUS GROWTH AND VALUE FUNDS, INC.
PART C. OTHER INFORMATION
_________________________
Item 24. Financial Statements and Exhibits. - List
_______ _________________________________________
(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 for the fiscal year ended October
31, 1995.
Included in Part B of the Registration Statement:
Statement of Investments--October 31, 1995
Statement of Securities Sold Short--October 31, 1995
Statement of Assets and Liabilities--October 31, 1995
Statement of Operations--year ended October 31, 1995
Statement of Changes in Net Assets--for the period from
December 29, 1993 (commencement of operations) to
October 31, 1994 and for the fiscal year ended October
31, 1995
Notes to Financial Statements
Report of Ernst & Young LLP, Independent Auditors, dated
December 7, 1995
All Schedules and other financial statement information, for which provision
is made in the applicable accounting regulations of the Securities and
Exchange Commission, are either omitted because they are not required under
the related instructions, they are inapplicable, or the required information
is presented in the financial statements or notes thereto which are included
in Part B of the Registration Statement.
Item 24. Financial Statements and Exhibits. - List (continued)
_______ _____________________________________________________
(b) Exhibits:
(1) Registrant's Articles of Incorporation and Articles of Amendment
are incorporated by reference to Exhibit (1) of Pre-Effective
Amendment No. 1 to the Registration Statement on Form N-1A, filed
on December 22, 1993, and Exhibits (1)(b) and (1)(c) of Post-
Effective Amendment No. 5 to the Registration Statement on Form
N-1A, filed on September 27, 1995.
(2) Registrant's By-Laws, as amended, are incorporated by reference to
Exhibit (2) of Post-Effective Amendment No. 5 to the Registration
Statement on Form N-1A, filed on September 27, 1995.
(5)(a) Management Agreement is incorporated by reference to Exhibit
(5)(a) of Post-Effective Amendment No. 5 to the Registration
Statement on Form N-1A, filed on September 27, 1995.
(5)(b) Sub-Investment Advisory Agreement is incorporated by reference to
Exhibit (5)(b) of Post-Effective Amendment No. 5 to the
Registration Statement on Form N-1A, filed on September 27, 1995.
(6)(a) Distribution Agreement is incorporated by reference to Exhibit (6)
of Post-Effective Amendment No. 5 to the Registration Statement on
Form N-1A, filed on September 27, 1995.
(6)(b) Shareholder Services Plan Agreements.
(8)(a) Amended and Restated Custody Agreement is incorporated by
reference to Exhibit 8(a) of Post-Effective Amendment No. 5 to the
Registration Statement on Form N-1A, filed on September 27, 1995.
(9) Shareholder Services Plan is incorporated by reference to Exhibit
(9) of Post-Effective Amendment No. 5 to the Registration
Statement on Form N-1A, filed on September 27, 1995.
(10) Opinion and consent of Registrant's counsel is incorporated by
reference to Exhibit (10) of Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-1A, filed on December 22, 1993.
(11) Consent of Independent Auditors.
(14) Documents making up model plans in the establishment of retirement
plans in conjunction with which Registrant offers its Securities.
(16) Schedules of Computation of Performance Data are 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.
(17) Financial Data Schedule.
Item 24. Financial Statements and Exhibits. - List (continued)
_______ _____________________________________________________
Other Exhibits
______________
(a) Powers of Attorney of the Directors and officers.
(b) Certificate of Secretary.
Item 25. Persons Controlled by or under Common Control with Registrant.
_______ ______________________________________________________________
Not Applicable
Item 26. Number of Holders of Securities.
_______ ________________________________
(1) (2)
Number of Record
Title of Class Holders as of February 9, 1996
______________ _______________________________
Common Stock
(Par value $.001)
Dreyfus Large Company Growth Fund 17
Dreyfus Large Company Value Fund 69
Dreyfus Small Company Value Fund 32
Item 27. Indemnification
_______ _______________
The Statement as to the general effect of any contract,
arrangements or statute under which a director, officer,
underwriter or affiliated person of the Registrant is insured or
indemnified in any manner against any liability which may be
incurred in such capacity, other than insurance provided by any
director, officer, affiliated person or underwriter for their own
protection, is incorporated by reference to Item 27 of Part II of
Pre-Effective Amendment No. 1 to the Registration Statement on
Form N-1A, filed on December 22, 1993.
Reference is also made to the Distribution Agreement attached as
Exhibit (6) of Post-Effective Amendment No. 5 to the Registration
Statement on Form N-1A, filed on September 27, 1995.
Item 28(a). Business and Other Connections of Investment Adviser.
_______ ____________________________________________________
The Dreyfus Corporation ("Dreyfus") and subsidiary companies
comprise a financial service organization whose business
consists primarily of providing investment management
services as the investment adviser and manager 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, is a registered broker-dealer.
Dreyfus Management, Inc., another wholly-owned subsidiary,
provides investment management services to various pension
plans, institutions and individuals.
Item 28(a). Business and Other Connections of Investment Adviser
(continued)
________ _____________________________________________________________
Officers and Directors of Investment Adviser
____________________________________________
Name and Position
with Dreyfus Other Businesses
_________________ ________________
MANDELL L. BERMAN Real estate consultant and private investor
Director 29100 Northwestern Highway, Suite 370
Southfield, Michigan 48034;
Past Chairman of the Board of Trustees of
Skillman Foundation.
Member of The Board of Vintners Intl.
FRANK V. CAHOUET Chairman of the Board, President and
Director Chief Executive Officer:
Mellon Bank Corporation****
Mellon Bank, N.A.****
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.**
LAWRENCE M. GREENE Director:
Director Dreyfus America Fund
JULIAN M. SMERLING None
Director
HOWARD STEIN Chairman of the Board:
Chairman of the Board and Dreyfus Acquisition Corporation*;
Chief Executive Officer The Dreyfus Consumer Credit Corporation*;
Dreyfus Management, Inc.*;
Dreyfus Service Corporation*;
Chairman of the Board and Chief Executive
Officer:
Major Trading Corporation*;
Director:
Avnet, Inc.**;
Dreyfus America Fund++++;
The Dreyfus Fund International
Limited+++++;
World Balanced Fund+++;
Dreyfus Partnership Management,
Inc.*;
Dreyfus Personal Management, Inc.*;
Dreyfus Precious Metals, Inc.*;
Dreyfus Service Organization, Inc.***;
Seven Six Seven Agency, Inc.*;
Trustee:
Corporate Property Investors
New York, New York
W. KEITH SMITH Chairman and Chief Executive Officer:
Vice Chairman of the Board The Boston Company*****
Vice Chairman of the Board:
Mellon Bank Corporation****
Mellon Bank, N.A.****
Director:
Dentsply International, Inc.
570 West College Avenue
York, Pennsylvania 17405
CHRISTOPHER M. CONDRON Vice Chairman:
President, Chief Mellon Bank Corporation****
Operating Officer The Boston Company*****
and Director Deputy Director:
Mellon Trust****
Chief Executive Officer:
The Boston Company Asset Management,
Inc.*****
President:
Boston Safe Deposit and Trust Company*****
STEPHEN E. CANTER Director:
Vice Chairman and The Dreyfus Trust Company++
Chief Investment Officer, Formerly, Chairman and Chief Executive Officer:
and a Director Kleinwort Benson Investment Management
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*****
Laurel Capital Advisors****
Boston Group Holdings, Inc.
Executive Vice President:
Mellon Bank, N.A.****
Boston Safe Deposit & Trust*****
PHILIP L. TOIA Chairman of the Board and Trust Investment
Vice Chairman-Operations Officer:
and Administration The Dreyfus Trust Company++;
and a Director Chairman of the Board and Chief Operating
Officer:
Major Trading Corporation*;
Director:
Dreyfus Precious Metals, Inc.*;
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, Inc.***;
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
WILLIAM T. SANDALLS, JR. Director:
Senior Vice President and Dreyfus Partnership Management, Inc.*;
Chief Financial Officer Seven Six Seven Agency, Inc.*;
President and Director:
Lion Management, Inc.*;
Executive Vice President and Director:
Dreyfus Service Organization, Inc.*;
Vice President, Chief Financial Officer and
Director:
Dreyfus Acquisition Corporation*;
Vice President and Director:
The Dreyfus Consumer Credit Corporation*;
The Truepenny Corporation*;
Treasurer, Financial Officer and Director:
The Dreyfus Trust Company++;
Treasurer and Director:
Dreyfus Management, Inc.*;
Dreyfus Personal Management, Inc.*;
Dreyfus Service Corporation*;
Major Trading Corporation*;
Formerly, President and Director:
Sandalls & Co., Inc.
BARBARA E. CASEY President:
Vice President- Dreyfus Retirement Services Division;
Dreyfus Retirement Executive Vice President:
Services Boston Safe Deposit & Trust Co.*****
Dreyfus Service Corporation*
DIANE M. COFFEY None
Vice President-
Corporate Communications
ELIE M. GENADRY President:
Vice President- Institutional Services Division of Dreyfus
Institutional Sales 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++
DANIEL C. MACLEAN Director, Vice President and Secretary:
Vice President and General Dreyfus Precious Metals, Inc.*;
Counsel Director and Vice President:
The Dreyfus Consumer Credit Corporation*;
Director and Secretary:
Dreyfus Acquisition Corporation*;
Dreyfus Partnership Management, Inc.*;
Major Trading Corporation*;
The Truepenny Corporation+;
Director, Vice President and Treasurer:
Lion Management, Inc.*;
Director:
The Dreyfus Trust Company++;
Secretary:
Dreyfus Service Corporation*;
Dreyfus Service Organization, Inc.***;
Seven Six Seven Agency, Inc.*
JEFFREY N. NACHMAN None
Vice President-Mutual Fund
Accounting
WILLIAM F. GLAVIN, JR. Executive Vice President:
Vice President-Corporate Dreyfus Service Corporation*;
Development Senior Vice President:
The Boston Company Advisors, Inc.
53 State Street
Exchange Place
Boston, Massachusetts 02109
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*
ANDREW S. WASSER Vice President:
Vice President-Information Mellon Bank Corporation****
Services
MAURICE BENDRIHEM Treasurer:
Controller Dreyfus Partnership Management, Inc.*;
Dreyfus Precious Metals, Inc.*;
Dreyfus Service Organization, Inc.***;
Seven Six Seven Agency, Inc.*;
The Truepenny Corporation*;
Controller:
Dreyfus Acquisition Corporation*;
Dreyfus Service Corporation*;
The Dreyfus Trust Company++;
The Dreyfus Consumer Credit Corporation*;
Formerly, Vice President-Financial Planning,
Administration and Tax:
Showtime/The Movie Channel, Inc.
1633 Broadway
New York, New York 10019
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 131 Second Street, Lewes,
Delaware 19958.
**** The address of the business so indicated is One Mellon Bank Center,
Pittsburgh, Pennsylvania 15258.
***** The address of the business so indicated is One Boston Place, Boston,
Massachusetts 02108.
+ The address of the business so indicated is Atrium Building, 80 Route
4 East, Paramus, New Jersey 07652.
++ The address of the business so indicated is 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144.
+++ The address of the business so indicated is One Rockefeller Plaza,
New York, New York 10020.
++++ The address of the business so indicated is 2 Boulevard Royal,
Luxembourg.
+++++ The address of the business so indicated is Nassau, Bahama Islands.
Item 28(b). Business and Other Connections of Sub-Investment
Adviser
(i) 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., ("TBC Asset Management"), the sub-investment
adviser to the Dreyfus International Value Fund, Dreyfus Midcap Value Fund
and Dreyfus Small Company Value Fund, together with information as to any
other business, profession, vocation or employment of a substantial nature
engaged in by TBC Asset Management 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 TBC Asset Management (SEC File No. 801-6829).
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 GNMA Fund
7) Dreyfus BASIC Money Market Fund, Inc.
8) Dreyfus BASIC Municipal Fund, Inc.
9) Dreyfus BASIC U.S. Government Money Market Fund
10) Dreyfus California Intermediate Municipal Bond Fund
11) Dreyfus California Tax Exempt Bond Fund, Inc.
12) Dreyfus California Tax Exempt Money Market Fund
13) Dreyfus Capital Value Fund, Inc.
14) Dreyfus Cash Management
15) Dreyfus Cash Management Plus, Inc.
16) Dreyfus Connecticut Intermediate Municipal Bond Fund
17) Dreyfus Connecticut Municipal Money Market Fund, Inc.
18) Dreyfus Edison Electric Index Fund, Inc.
19) Dreyfus Florida Intermediate Municipal Bond Fund
20) Dreyfus Florida Municipal Money Market Fund
21) The Dreyfus Fund Incorporated
22) Dreyfus Global Bond Fund, Inc.
23) Dreyfus Global Growth Fund
24) Dreyfus GNMA Fund, Inc.
25) Dreyfus Government Cash Management
26) Dreyfus Growth and Income Fund, Inc.
27) Dreyfus Growth and Value Funds, Inc.
28) Dreyfus Growth Opportunity Fund, Inc.
29) Dreyfus Institutional Money Market Fund
30) Dreyfus Institutional Short Term Treasury Fund
31) Dreyfus Insured Municipal Bond Fund, Inc.
32) Dreyfus Intermediate Municipal Bond Fund, Inc.
33) Dreyfus International Equity Fund, Inc.
34) The Dreyfus/Laurel Funds, Inc.
35) The Dreyfus/Laurel Funds Trust
36) The Dreyfus/Laurel Tax-Free Municipal Funds
37) The Dreyfus/Laurel Investment Series
38) Dreyfus Life and Annuity Index Fund, Inc.
39) Dreyfus LifeTime Portfolios, Inc.
40) Dreyfus Liquid Assets, Inc.
41) Dreyfus Massachusetts Intermediate Municipal Bond Fund
42) Dreyfus Massachusetts Municipal Money Market Fund
43) Dreyfus Massachusetts Tax Exempt Bond Fund
44) Dreyfus Michigan Municipal Money Market Fund, Inc.
45) Dreyfus Money Market Instruments, Inc.
46) Dreyfus Municipal Bond Fund, Inc.
47) Dreyfus Municipal Cash Management Plus
48) Dreyfus Municipal Money Market Fund, Inc.
49) Dreyfus New Jersey Intermediate Municipal Bond Fund
50) Dreyfus New Jersey Municipal Bond Fund, Inc.
51) Dreyfus New Jersey Municipal Money Market Fund, Inc.
52) Dreyfus New Leaders Fund, Inc.
53) Dreyfus New York Insured Tax Exempt Bond Fund
54) Dreyfus New York Municipal Cash Management
55) Dreyfus New York Tax Exempt Bond Fund, Inc.
56) Dreyfus New York Tax Exempt Intermediate Bond Fund
57) Dreyfus New York Tax Exempt Money Market Fund
58) Dreyfus Ohio Municipal Money Market Fund, Inc.
59) Dreyfus 100% U.S. Treasury Intermediate Term Fund
60) Dreyfus 100% U.S. Treasury Long Term Fund
61) Dreyfus 100% U.S. Treasury Money Market Fund
62) Dreyfus 100% U.S. Treasury Short Term Fund
63) Dreyfus Pennsylvania Intermediate Municipal Bond Fund
64) Dreyfus Pennsylvania Municipal Money Market Fund
65) Dreyfus Short-Intermediate Government Fund
66) Dreyfus Short-Intermediate Municipal Bond Fund
67) Dreyfus Short-Term Income Fund, Inc.
68) The Dreyfus Socially Responsible Growth Fund, Inc.
69) Dreyfus Strategic Income
70) Dreyfus Strategic Investing
71) Dreyfus Tax Exempt Cash Management
72) The Dreyfus Third Century Fund, Inc.
73) Dreyfus Treasury Cash Management
74) Dreyfus Treasury Prime Cash Management
75) Dreyfus Variable Investment Fund
76) Dreyfus-Wilshire Target Funds, Inc.
77) Dreyfus Worldwide Dollar Money Market Fund, Inc.
78) General California Municipal Bond Fund, Inc.
79) General California Municipal Money Market Fund
80) General Government Securities Money Market Fund, Inc.
81) General Money Market Fund, Inc.
82) General Municipal Bond Fund, Inc.
83) General Municipal Money Market Fund, Inc.
84) General New York Municipal Bond Fund, Inc.
85) General New York Municipal Money Market Fund
86) Pacifica Funds Trust -
Pacifica Prime Money Market Fund
Pacifica Treasury Money Market Fund
87) Peoples Index Fund, Inc.
88) Peoples S&P MidCap Index Fund, Inc.
89) Premier Insured Municipal Bond Fund
90) Premier California Municipal Bond Fund
91) Premier Capital Growth Fund, Inc.
92) Premier Global Investing, Inc.
93) Premier GNMA Fund
94) Premier Growth Fund, Inc.
95) Premier Municipal Bond Fund
96) Premier New York Municipal Bond Fund
97) Premier State Municipal Bond Fund
98) Premier Strategic Growth Fund
(b)
Positions and
Name and principal Positions and offices with offices with
business address the Distributor Registrant
__________________ ___________________________ _____________
Marie E. Connolly+ Director, President, Chief President and
Executive Officer and Compliance Treasurer
Officer
Joseph F. Tower, III+ Senior Vice President, Treasurer Assistant
and Chief Financial Officer Treasurer
John E. Pelletier+ Senior Vice President, General Vice President
Counsel, Secretary and Clerk and Secretary
Frederick C. Dey++ Senior Vice President Vice President
and Assistant
Treasurer
Eric B. Fischman++ Vice President and Associate Vice President
General Counsel and Assistant
Secretary
Paul Prescott+ Vice President None
Elizabeth Bachman++ Assistant Vice President Vice President
and Assistant
Secretary
Mary Nelson+ Assistant Treasurer None
John J. Pyburn++ Assistant Treasurer Assistant
Treasurer
Jean M. O'Leary+ Assistant Secretary and None
Assistant Clerk
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. First Data Investor 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. Dreyfus Transfer, Inc.
P.O. Box 9671
Providence, Rhode Island 02940-9671
4. The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Item 31. Management Services
_______ ___________________
Not Applicable
Item 32. Undertakings
________ ____________
(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 Registrants 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 certifies that it meets all of
the requirements for effectiveness of this Amendment to the Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has
duly caused this Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New
York, and State of New York on the 16th day of February, 1996.
DREYFUS GROWTH AND VALUE FUNDS, INC.
BY: /s/Marie E. Connolly *
____________________________
MARIE E. CONNOLLY, PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signatures Title Date
__________________________ _______________________________ ________
/s/Marie E. Connolly * President (Principal Executive, 2/16/96
______________________________ Financial and Accounting Officer)
Marie E. Connolly and Treasurer
/s/Joseph S. DiMartino * Director 2/16/96
_____________________________
Joseph S. DiMartino
/s/John M. Fraser, Jr. * Director 2/16/96
______________________________
John M. Fraser, Jr.
/s/Ehud Houminer * Director 2/16/96
_____________________________
Ehud Houminer
/s/Gloria Messinger * Director 2/16/96
_____________________________
Gloria Messinger
/s/David J. Mahoney * Director 2/16/96
_____________________________
David J. Mahoney
*BY: /s/Eric B. Fischman
__________________________
Eric B. Fischman,
Attorney-in-Fact
EXHIBIT INDEX
Exhibits
(6)(b) Forms of Shareholder Services Agreements
(11) Consent of Independent Auditors
(14) Documents making up model plans in the establishment of
retirement plans in conjunction with which Registrant
offers its Securities.
(17) Financial Data Schedule
Other Exhibits
Powers of Attorney
Assistant Secretary's Certificate
ITEM 24.(b)
EXHIBIT (6)(b)
APPENDIX B
TO BANK AGREEMENT
FORM OF SHAREHOLDER SERVICES AGREEMENT
Premier Mutual Fund Services, Inc.
One Exchange Place
Tenth Floor
Boston, MA 02109
Gentlemen:
We wish to enter into an Agreement with you for servicing shareholders
of, and administering shareholder accounts in, certain mutual fund(s)
managed, advised or administered by The Dreyfus Corporation or its
subsidiaries or affiliates (hereinafter referred to individually as the
"Fund" and collectively as the "Funds"). You are the principal underwriter
as defined in the Investment Company Act of 1940, as amended (the "Act"),
and the exclusive agent for the continuous distribution of shares of the
Funds.
The terms and conditions of this Agreement are as follows:
1. We agree to provide shareholder and administrative services for our
clients who own shares of the Funds ("clients"), which services may
include, without limitation: assisting clients in changing dividend options,
account designations and addresses; performing sub-accounting;
establishing and maintaining shareholder accounts and records; processing
purchase and redemption transactions; providing periodic statements
and/or reports showing a client's account balance and integrating such
statements with those of other transactions and balances in the client's
other accounts serviced by us; arranging for bank wires; and providing
such other information and services as you reasonably may request, to the
extent we are permitted by applicable statute, rule or regulation. In this
regard, if we are a federally chartered and supervised bank or other
banking organization, you recognize that we may be subject to the
provisions of the Glass-Steagall Act and other laws, rules, regulations, or
requirements governing, among other things, the conduct of our activities.
As such, we are restricted in the activities we may undertake and for
which we may be paid and, therefore, intend to perform only those
activities as are consistent with our statutory and regulatory obligations.
We represent and warrant to, and agree with you, that the compensation
payable to us hereunder, together with any other compensation payable to
us by clients in connection with the investment of their assets in shares
of the Funds, will be properly disclosed by us to our clients, will be
authorized by our clients and will not result in an excessive or
unauthorized fee to us.
2. We shall provide such office space and equipment, telephone
facilities and personnel (which may be all or any part of the space,
equipment and facilities currently used in our business, or all or any
personnel employed by us) as is necessary or beneficial for providing
information and services to each Fund's shareholders, and to assist you in
servicing accounts of clients. We shall transmit promptly to clients all
communications sent to us for transmittal to clients by or on behalf of
you, any Fund, or any Fund's investment adviser, custodian or transfer or
dividend disbursing agent. We agree that in the event an issue pertaining
to a Fund's Shareholder Services Plan is submitted for shareholder
approval, we will vote any Fund shares held for our own account in the
same proportion as the vote of those shares held for our clients' accounts.
3. We agree that neither we nor any of our employees or agents are
authorized to make any representation concerning shares of any Fund,
except those contained in the then current Prospectus for such Fund,
copies of which will be supplied by you to us in reasonable quantities upon
request. If we are a federally supervised bank or thrift institution, we
agree that, in providing services hereunder, we shall at all times act in
compliance with the Interagency Statement on Retail Sales of Nondeposit
Investment Products issued by The Board of Governors of the Federal
Reserve System, the Federal Deposit Insurance Corporation, the Office of
the Comptroller of the Currency, and the Office of Thrift Supervision
(February 15, 1994) or any successor interagency requirements as in force
at the time such services are provided. We shall have no authority to act
as agent for the Funds or for you.
4. You reserve the right, at your discretion and without notice, to
suspend the sale of shares or withdraw the sale of shares of any or all of
the Funds.
5. We acknowledge that this Agreement shall become effective for a
Fund only when approved by vote of a majority of (i) the Fund's Board of
Directors or Trustees or Managing General Partners, as the case may be
(collectively "Directors," individually "Director"), and (ii) Directors who
are not "interested persons" (as defined in the Act) of the Fund and have no
direct or indirect financial interest in this Agreement, cast in person at a
meeting called for the purpose of voting on such approval.
6. This Agreement shall continue until the last day of the calendar year
next following the date of execution, and thereafter shall continue
automatically for successive annual periods ending on the last day of each
calendar year. Such continuance must be approved specifically at least
annually by a vote of a majority of (i) the Fund's Board of Directors and
(ii) Directors who are not "interested persons" (as defined in the Act) of
the Fund and have no direct or indirect financial interest in 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, at
any time, by a majority of the Fund's Directors who are not "interested
persons" (as defined in the Act) and have no direct or indirect financial
interest in this Agreement. This Agreement is terminable without penalty
upon 15 days' notice by either party. In addition, you may terminate this
Agreement as to any or all Funds immediately, without penalty, if the
present investment adviser of such Fund(s) ceases to serve the Fund(s) in
such capacity, or if you cease to act as distributor of such Fund(s).
Notwithstanding anything contained herein, if we fail to perform the
shareholder servicing and administrative functions contemplated herein
by you as to any or all of the Funds, this Agreement shall be terminable
effective upon receipt of notice thereof by us. This Agreement also shall
terminate automatically in the event of its assignment (as defined in the
Act).
7. In consideration of the services and facilities described herein, we
shall be entitled to receive from you, and you agree to pay to us, the fees
described as payable to us in each Fund's Shareholder Services Plan and
Prospectus and related Statement of Additional Information. We
understand that any payments pursuant to this Agreement shall be paid
only so long as this Agreement and such Plan are in effect. We agree that
no Director, officer or shareholder of the Fund shall be liable individually
for the performance of the obligations hereunder or for any such payments.
8. We agree to provide to you and each applicable Fund such information
relating to our services hereunder as may be required to be maintained by
you and/or such fund under applicable federal or state laws, and the rules,
regulations, requirements or conditions of applicable regulatory and self-
regulatory agencies or authorities.
9. This Agreement shall not constitute either party the legal
representative of the other, nor shall either party have the right or
authority to assume, create or incur any liability or any obligation of any
kind, express or implied, against or in the name of or on behalf of the
other party.
10. All notices required or permitted to be given pursuant to this
Agreement shall be given in writing and delivered by personal delivery or
by postage prepaid, registered or certified United States first class mail,
return receipt requested, or by telecopier, telex, telegram or similar
means of same day delivery (with a confirming copy by mail as provided
herein). Unless otherwise notified in writing, all notices to you shall be
given or sent to you at One Exchange Place, Tenth Floor, Boston, MA 02109,
Attention: President (with a copy to the same address, Attention: General
Counsel), and all notices to us shall be given or sent to us at our address
which shall be furnished to you in writing on or before the effective date
of this Agreement.
11. This Agreement shall be construed in accordance with the internal
laws of the State of New York, without giving effect to principles of
conflict of laws.
APPENDIX B
TO BROKER-DEALER AGREEMENT
FORM OF SHAREHOLDER SERVICES AGREEMENT
Premier Mutual Fund Services, Inc.
One Exchange Place
Tenth Floor
Boston, MA 02109
Gentlemen:
We wish to enter into an Agreement with you for servicing shareholders
of, and administering shareholder accounts in, certain mutual fund(s)
managed, advised or administered by The Dreyfus Corporation or its
subsidiaries or affiliates (hereinafter referred to individually as the
"Fund" and collectively as the "Funds"). You are the principal underwriter
as defined in the Investment Company Act of 1940, as amended (the "Act"),
and the exclusive agent for the continuous distribution of shares of the
Funds.
The terms and conditions of this Agreement are as follows:
1. We agree to provide shareholder and administrative services for our
clients who own shares of the Funds ("clients"), which services may
include, without limitation: assisting clients in changing dividend options,
account designations and addresses; performing sub-accounting;
establishing and maintaining shareholder accounts and records; processing
purchase and redemption transactions; providing periodic statements
and/or reports showing a client's account balance and integrating such
statements with those of other transactions and balances in the client's
other accounts serviced by us; arranging for bank wires; and providing
such other information and services as you reasonably may request, to the
extent we are permitted by applicable statute, rule or regulation. We
represent and warrant to, and agree with you, that the compensation
payable to us hereunder, together with any other compensation payable to
us by clients in connection with the investment of their assets in shares
of the Funds, will be properly disclosed by us to our clients, will be
authorized by our clients and will not result in an excessive or
unauthorized fee to us. We will act solely as agent for, upon the order of,
and for the account of, our clients.
2. We shall provide such office space and equipment, telephone
facilities and personnel (which may be all or any part of the space,
equipment and facilities currently used in our business, or all or any
personnel employed by us) as is necessary or beneficial for providing
information and services to each Fund's shareholders, and to assist you in
servicing accounts of clients. We shall transmit promptly to clients all
communications sent to us for transmittal to clients by or on behalf of
you, any Fund, or any Fund's investment adviser, custodian or transfer or
dividend disbursing agent. We agree that in the event an issue pertaining
to a Fund's Shareholder Services Plan is submitted for shareholder
approval, we will vote any Fund shares held for our own account in the
same proportion as the vote of those shares held for our client's accounts.
3. We agree that neither we nor any of our employees or agents are
authorized to make any representation concerning shares of any Fund,
except those contained in the then current Prospectus for such Fund,
copies of which will be supplied by you to us in reasonable quantities upon
request. We shall have no authority to act as agent for the Funds or for
you.
4. You reserve the right, at your discretion and without notice, to
suspend the sale of shares or withdraw the sale of shares of any or all of
the Funds.
5. We acknowledge that this Agreement shall become effective for a
Fund only when approved by vote of a majority of (i) the Fund's Board of
Directors or Trustees or Managing General Partners, as the case may be
(collectively "Directors," individually "Director"), and (ii) Directors who
are not "interested persons" (as defined in the Act) of the Fund and have no
direct or indirect financial interest in this Agreement, cast in person at a
meeting called for the purpose of voting on such approval.
6. This Agreement shall continue until the last day of the calendar year
next following the date of execution, and thereafter shall continue
automatically for successive annual periods ending on the last day of each
calendar year. Such continuance must be approved specifically at least
annually by a vote of a majority of (i) the Fund's Board of Directors and
(ii) Directors who are not "interested persons" (as defined in the Act) of
the Fund and have no direct or indirect financial interest in 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, at
any time, by a majority of the Fund's Directors who are not "interested
persons" (as defined in the Act) and have no direct or indirect financial
interest in this Agreement. This Agreement is terminable without penalty
upon 15 days' notice by either party. In addition, you may terminate this
Agreement as to any or all Funds immediately, without penalty, if the
present investment adviser of such Fund(s) ceases to serve the Fund(s) in
such capacity, or if you cease to act as distributor of such Fund(s).
Notwithstanding anything contained herein, if we fail to perform the
shareholder servicing and administrative functions contemplated herein
by you as to any or all of the Funds, this Agreement shall be terminable
effective upon receipt of notice thereof by us. This Agreement also shall
terminate automatically in the event of its assignment (as defined in the
Act).
7. In consideration of the services and facilities described herein, we
shall be entitled to receive from you, and you agree to pay to us, the fees
described as payable to us in each Fund's Shareholder Services Plan and
Prospectus and related Statement of Additional Information. We
understand that any payments pursuant to this Agreement shall be paid
only so long as this Agreement and such Plan are in effect. We agree that
no Director, officer or shareholder of the Fund shall be liable individually
for the performance of the obligations hereunder or for any such payments.
8. We agree to provide to you and each applicable Fund such information
relating to our services hereunder as may be required to be maintained by
you and/or such Fund under applicable federal or state laws, and the rules,
regulations, requirements or conditions of applicable regulatory and self-
regulatory agencies or authorities.
9. This Agreement shall not constitute either party the legal
representative of the other, nor shall either party have the right or
authority to assume, create or incur any liability or any obligation of any
kind, express or implied, against or in the name of or on behalf of the
other party.
10. All notices required or permitted to be given pursuant to this
Agreement shall be given in writing and delivered by personal delivery or
by postage prepaid, registered or certified United States first class mail,
return receipt requested, or by telex, telecopier, telegram or similar
means of same day delivery (with a confirming copy by mail as provided
herein). Unless otherwise notified in writing, all notices to you shall be
given or sent to you at One Exchange Place, Tenth Floor, Boston, MA 02109,
Attention: President (with a copy to the same address, Attention: General
Counsel), and all notices to us shall be given or sent to us at our address
which shall be furnished to you in writing on or before the effective date
of this Agreement.
11. This Agreement shall be construed in accordance with the internal
laws of the State of New York, without giving effect to principles of
conflict of laws.
APPENDIX B
TO BANK AFFILIATED BROKER-DEALER AGREEMENT
FORM OF SHAREHOLDER SERVICES AGREEMENT
Premier Mutual Fund Services, Inc.
One Exchange Place
Tenth Floor
Boston, MA 02109
Gentlemen:
We wish to enter into an Agreement with you for servicing shareholders
of, and administering shareholder accounts in, certain mutual fund(s)
managed, advised or administered by The Dreyfus Corporation or its
subsidiaries or affiliates (hereinafter referred to individually as the
"Fund" and collectively as the "Funds"). You are the principal underwriter
as defined in the Investment Company Act of 1940, as amended (the "Act"),
and the exclusive agent for the continuous distribution of shares of the
Funds.
The terms and conditions of this Agreement are as follows:
1. We agree to provide shareholder and administrative services for our
clients who own shares of the Funds ("clients"), which services may
include, without limitation: assisting clients in changing dividend options,
account designations and addresses; performing sub-accounting;
establishing and maintaining shareholder accounts and records; processing
purchase and redemption transactions; providing periodic statements
and/or reports showing a client's account balance and integrating such
statements with those of other transactions and balances in the client's
other accounts serviced by us; arranging for bank wires; and providing
such other information and services as you reasonably may request, to the
extent we are permitted by applicable statute, rule or regulation. In this
regard, if we are a subsidiary or affiliate of a federally chartered and
supervised bank or other banking organization, you recognize that we may
be subject to the provisions of the Glass-Steagall Act and other laws,
rules, regulations or requirements governing, among other things, the
conduct of our activities. As such, we are restricted in the activities we
may undertake and for which we may be paid and, therefore, intend to
perform only those activities as are consistent with our statutory and
regulatory obligations. We represent and warrant to, and agree with you,
that the compensation payable to us hereunder, together with any other
compensation payable to us by clients in connection with the investment
of their assets in shares of the Funds, will be properly disclosed by us to
our clients, will be authorized by our clients and will not result in an
excessive or unauthorized fee to us.
2. We shall provide such office space and equipment, telephone
facilities and personnel (which may be all or any part of the space,
equipment and facilities currently used in our business, or all or any
personnel employed by us) as is necessary or beneficial for providing
information and services to each Fund's shareholders, and to assist you in
servicing accounts of clients. We shall transmit promptly to clients all
communications sent to us for transmittal to clients by or on behalf of
you, any Fund, or any Fund's investment adviser, custodian or transfer or
dividend disbursing agent. We agree that in the event an issue pertaining
to a Fund's Shareholder Services Plan is submitted for shareholder
approval, we will vote any Fund shares held for our own account in the
same proportion as the vote of those shares held for our clients' accounts.
3. We agree that neither we nor any of our employees or agents are
authorized to make any representation concerning shares of any Fund,
except those contained in the then current Prospectus for such Fund,
copies of which will be supplied by you to us in reasonable quantities upon
request. If we are a subsidiary or an affiliate of a federally supervised
bank or thrift institution, we agree that in providing services hereunder
we shall at all times act in compliance with the Interagency Statement on
Retail Sales of Nondeposit Investment Products issued by The Board of
Governors of the Federal Reserve System, the Federal Deposit Insurance
Corporation, the Office of the Comptroller of the Currency, and the Office
of Thrift Supervision (February 15, 1994) or any successor interagency
requirements as in force at the time such services are provided. We shall
have no authority to act as agent for the Funds or for you.
4. You reserve the right, at your discretion and without notice, to
suspend the sale of shares or withdraw the sale of shares of any or all of
the Funds.
5. We acknowledge that this Agreement shall become effective for a
Fund only when approved by vote of a majority of (i) the Fund's Board of
Directors or Trustees or Managing General Partners, as the case may be
(collectively "Directors," individually "Director"), and (ii) Directors who
are not "interested persons" (as defined in the Act) of the Fund and have no
direct or indirect financial interest in this Agreement, cast in person at a
meeting called for the purpose of voting on such approval.
6. This Agreement shall continue until the last day of the calendar year
next following the date of execution, and thereafter shall continue
automatically for successive annual periods ending on the last day of each
calendar year. Such continuance must be approved specifically at least
annually by a vote of a majority of (i) the Fund's Board of Directors and
(ii) Directors who are not "interested persons" (as defined in the Act) of
the Fund and have no direct or indirect financial interest in 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, at
any time, by a majority of the Fund's Directors who are not "interested
persons" (as defined in the Act) and have no direct or indirect financial
interest in this Agreement. This Agreement is terminable without penalty
upon 15 days' notice by either party. In addition, you may terminate this
Agreement as to any or all Funds immediately, without penalty, if the
present investment adviser of such Fund(s) ceases to serve the Fund(s) in
such capacity, or if you cease to act as distributor of such Fund(s).
Notwithstanding anything contained herein, if we fail to perform the
shareholder servicing and administrative functions contemplated herein
by you as to any or all of the Funds, this Agreement shall be terminable
effective upon receipt of notice thereof by us. This Agreement also shall
terminate automatically in the event of its assignment (as defined in the
Act).
7. In consideration of the services and facilities described herein, we
shall be entitled to receive from you, and you agree to pay to us, the fees
described as payable to us in each Fund's Shareholder Services Plan and
Prospectus and related Statement of Additional Information. We
understand that any payments pursuant to this Agreement shall be paid
only so long as this Agreement and such Plan are in effect. We agree that
no Director, officer or shareholder of the Fund shall be liable individually
for the performance of the obligations hereunder or for any such payments.
8. We agree to provide to you and each applicable Fund such information
relating to our services hereunder as may be required to be maintained by
you and/or such Fund under applicable federal or state laws, and the rules,
regulations, requirements or conditions of applicable regulatory and self-
regulatory agencies or authorities.
9. This Agreement shall not constitute either party the legal
representative of the other, nor shall either party have the right or
authority to assume, create or incur any liability or any obligation of any
kind, express or implied, against or in the name of or on behalf of the
other party.
10. All notices required or permitted to be given pursuant to this
Agreement shall be given in writing and delivered by personal delivery or
by postage prepaid, registered or certified United States first class mail,
return receipt requested, or by telecopier, telex, telegram or similar
means of same day delivery (with a confirming copy by mail as provided
herein). Unless otherwise notified in writing, all notices to you shall be
given or sent to you at One Exchange Place, Tenth Floor, Boston, MA 02109
Attention: President (with a copy to the same address, Attention: General
Counsel), and all notices to us shall be given or sent to us at our address
which shall be furnished to you in writing on or before the effective date
of this Agreement.
11. This Agreement shall be construed in accordance with the internal
laws of the State of New York, without giving effect to principles of
conflict of laws.
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Condensed
Financial Information" and "Transfer and Dividend Disbursing Agent,
Custodian, Counsel and Independent Auditors" and to the use of our
reports dated December 7, 1995 of Dreyfus Large Company Growth Fund, Dreyfus
Large Company Value Fund and Dreyfus Small Company Value Fund, in this
Registration Statement (Form N-1A No. 33-51061) of Dreyfus Growth and Value
Funds, Inc.
ERNST & YOUNG LLP
New York, New York
February 16, 1996
ADOPTION AGREEMENT
DREYFUS STANDARDIZED/PAIRED
PROTOTYPE MONEY PURCHASE PLAN AND TRUST
PLAN NUMBER 01001
IRS SERIAL NUMBER D262551a
The Employer named in Section I.A. below hereby establishes or restates a Money
Purchase Plan ("Plan") and Trust, consisting of such sums as shall be paid to
the Trustee(s) under the Plan, the investments thereof and earnings thereon.
The terms of the Plan and Trust are set forth in this Adoption Agreement and
the applicable provisions of the Dreyfus Prototype Defined Contribution Plan,
Basic Plan Document No. 01, and the Dreyfus Trust Agreement, both as amended
from time to time, which are hereby adopted and incorporated herein by
reference.
I. BASIC PROVISIONS
A. Employer's Name: [....]
Address: [....]
B. Employer is a ( ) corporation; ( ) S corporation;
( ) partnership; ( ) sole proprietor; ( ) other.
C. Employer's Tax ID Number:
D. Employer's fiscal year: [....]
E. Plan Name:
F. If this is a new Plan, the Effective Date of the Plan:
If this is an amendment and restatement of an existing Plan, enter
the date originally adopted [....]. The effective date of this
amended Plan is [....].
G. The Trustee shall be:
( ) The Dreyfus Trust Company
( ) Other: (Name) [....]
(Address) [....]
(Address) [....]
(Phone #) [....]
H. Anniversary Date:
I. Plan Year shall mean the 12-consecutive-month period commencing on
[....] and ending on [....].
J. Service with the following predecessor employer(s) shall be credited
for purposes of vesting and eligibility: [Note: Such Service must
be provided if the adopting Employer maintains the plan of the
predecessor employer].
K. The following employer(s) associated with the Employer under Section
414(b), (c), (m) or (o) of the Internal Revenue Code ("Code") shall
be Participating Employers in the Plan:
L. Are all employers associated with the Employer under Section 414(b),
(c), (m) or (o) of the Code participating in the Plan?
( ) Yes ( ) No
II. HOURS OF SERVICE
Hours of Service under the Plan will be determined for all Employees on
the basis of the method selected below:
( ) On the basis of actual hours for which an Employee is paid or
entitled to payment.
( ) On the basis of days worked. An Employee will be credited with ten
(10) Hours of Service for any day such Employee would be credited
with at least one (1) Hour of Service during the day under the Plan.
( ) On the basis of weeks worked. An Employee will be credited with
forty-five (45) Hours of Service for any week such Employee would be
credited with at least one (1) Hour of Service during the week under
the Plan.
( ) On the basis of semi-monthly payroll periods. An Employee will be
credited with ninety-five (95) Hours of Service for any semi-monthly
payroll period such Employee would be credited with at least one (1)
Hour of Service under the Plan.
( ) On the basis of months worked. An Employee will be credited with one
hundred ninety (190) Hours of Service for any month such Employee
would be credited with at least one (1) Hour of Service under the
Plan.
( ) On the basis of elapsed time.
III. ELIGIBLE EMPLOYEES
All Employees shall be Eligible Employees, except:
( ) Employees included in a unit of Employees covered by a collective
bargaining agreement between the Employer and employee representatives, if
retirement benefits were the subject of good faith bargaining. For this
purpose, the term "employee representatives" does not include any organization
more than half of whose members are Employees who are owners, officers, or
executives of the Employer.
( ) Employees who are nonresident aliens and who receive no earned income
from the Employer which constitutes income from sources within the
United States.
Note: The term Employee includes all employees of the Employer and any
employer required to be aggregated with the Employer under
Section 414(b), (c), (m) or (o) of the Code, and individuals
considered employees of any such employer under Section 414(n)
or (o) of the Code.
If the Employer adopts Sponsor's paired defined contribution plan
number 01003, 01004 or 01006 or paired defined benefit plan number
02001 in addition to this Plan, the definition of "Eligible Employee"
in all paired plans of the Employer must be identical in order for
the Employer to be able to designate in Section XV one of the paired
plans to provide the required minimum allocation to each Non-Key
Employee in the event the Plan becomes Top-Heavy. If the definition
of "Eligible Employee" in all paired plans of the Employer is not
identical, Section 13.1 through 13.4 shall apply in the event the
Plan becomes Top-Heavy.
IV. AGE AND SERVICE REQUIREMENTS
Each Eligible Employee shall become a Participant on the Entry Date
coincident with or following completion of the following age and service
requirements:
( ) No age or service requirement.
( ) The attainment of age [....] (not to exceed age 21).
( ) The completion of [....] (not to exceed 1, unless 100% immediate
vesting is elected, in which case may not exceed 2) Eligibility Years
of Service.
Note: If the Eligibility Years of Service is or includes a fractional
year, an Employee may not be required to complete any specified
number of Hours of Service to receive credit for such fractional
year.
V. ENTRY DATE
The Entry Date shall mean:
( ) Annual Entry. The first day of the Plan Year. [Note: If Annual
Entry is selected, the age and service requirements cannot exceed
20-1/2 and 1/2 Eligibility Year of Service. (1-1/2 Eligibility
Years of Service for Employer Discretionary Contributions if 100%
immediate vesting is elected).]
( ) Dual Entry. The first day of the Plan Year and the first day of the
seventh month of the Plan Year.
( ) Quarterly Entry. The first day of the Plan Year and the first day
of the fourth, seventh and tenth months of the Plan Year.
( ) Monthly Entry. The first day of the Plan Year and the first day of
each following month of the Plan Year.
VI. COMPENSATION
A. Except for purposes of "annual additions" testing under Section 415
of the Code, Compensation shall mean all of each Participant's:
( ) Information required to be reported under Sections 6041, 6051, and
6052 of the Code. (Wages, tips and other compensation box on Form
W-2) Compensation is defined as wages as defined in Section 3401(a)
and all other payments of compensation to the Employee by the
Employer (in the course of the Employer's trade or business) for
which the Employer is required to furnish the Employee a written
statement under Sections 6041(d) and 6051(a)(3) of the Code.
Compensation must be determined without regard to any rules under Section
3401(a) that limit the remuneration included in wages based on the nature or
location of the employment or services performed (such as the exception for
agricultural labor in Section 3401(a)(2) of the Code). This definition of
Compensation shall exclude amounts paid or reimbursed by the Employer for
moving expenses incurred by an Employee, but only to the extent that at the
time of the payment it is reasonable to believe that these amounts are
deductible by the Employee under Section 217 of the Code.
( ) Section 3401(a) wages. Compensation is defined as wages within the
meaning of Section 3401(a) of the Code for purposes of income tax
withholding at the source but determined without regard to any rules
that limit the remuneration included in wages based on the nature or
location of the employment or the services performed (such as the
exception for agricultural labor in Section 3401(a)(2) of the Code).
( ) Section 415 safe-harbor compensation. Compensation is defined as
wages, salaries, and fees for professional services and other amounts
received (without regard to whether or not an amount is paid in cash)
for personal services actually rendered in the course of employment
with the Employer to the extent that the amounts are includible in
gross income (including, but not limited to, commissions paid
salesmen, compensation for services on the basis of a percentage of
profits, commissions on insurance premiums, tips, bonuses, fringe
benefits, and reimbursements or other expense allowances under a non-
accountable plan (as described in Section 1.62-2(c)), and excluding
the following:
(a) Employer contributions to a plan of deferred compensation
which are not includible in the Employee's gross income for
the taxable year in which contributed, or Employer
contributions under a simplified employee pension plan
described in Section 408(k), or any distributions from a
plan of deferred compensation regardless of whether such
amounts are includible in the gross income of the Employee;
(b) Amounts realized from the exercise of a nonqualified stock
option, or when restricted stock (or property) held by the
Employee either becomes freely transferable or is no longer
subject to a substantial risk of forfeiture;
(c) Amounts realized from the sale, exchange or other
disposition of stock acquired under a qualified stock
option; and
(d) Other amounts which receive special tax benefits, such as
premiums for group-term life insurance (but only to the
extent that the premiums are not includible in the gross
income of the Employee), or contributions made by the
Employer (whether or not under a salary reduction
agreement) towards the purchase of an annuity contract
described in Section 403(b) of the Code (whether or not the
contributions are actually excludable from the gross income
of the Employee).
which is actually paid to the Participant during the following applicable
period:
( ) the portion of the Plan Year in which the Employee is a
Participant in the Plan.
( ) the Plan Year.
( ) the calendar year ending with or within the Plan Year.
( ) Compensation shall be reduced by all of the following items
(even if includible in gross income): reimbursements or other
expense allowances, fringe benefits (cash and noncash), moving
expenses, deferred compensation and welfare benefits.
Compensation ( ) shall; ( ) shall not include Employer contributions made
pursuant to a salary reduction agreement with an Employee which are not
includible in the gross income of the Employee by reason of Sections 125,
402(e)(3), 402(h)(1)(B) or 403(b) of the Code.
For any Self-Employed Individual covered under the Plan, Compensation
means Earned Income.
B. For purposes of "annual additions" testing under Section 415 of the
Code, Compensation for any Limitation Year shall mean all of each
Participant's:
( ) Information required to be reported under Sections 6041, 6051, and
6052 of the Code. (Wages, tips and other compensation box on Form
W-2) Compensation is defined as wages as defined in Section 3401(a)
and all other payments of compensation to the Employee by the
Employer (in the course of the Employer's trade or business) for
which the Employer is required to furnish the Employee a written
statement under Sections 6041(d) and 6051(a)(3) of the Code.
Compensation must be determined without regard to any rules under
Section 3401(a) that limit the remuneration included in wages based
on the nature or location of the employment or services performed
(such as the exception for agricultural labor in Section 3401(a)(2)
of the Code). This definition of Compensation shall exclude amounts
paid or reimbursed by the Employer for moving expenses incurred by
an Employee, but only to the extent that at the time of the payment
it is reasonable to believe that these amounts are deductible by the
Employee under Section 217 of the Code.
( ) Section 3401(a) wages. Compensation is defined as wages within the
meaning of Section 3401(a) of the Code for purposes of income tax
withholding at the source but determined without regard to any rules
that limit the remuneration included in wages based on the nature or
location of the employment or the services performed (such as the
exception for agricultural labor in Section 3401(a)(2) of the Code).
( ) Section 415 safe-harbor compensation. Compensation is defined as
wages, salaries, and fees for professional services and other amounts
received (without regard to whether or not an amount is paid in cash)
for personal services actually rendered in the course of employment
with the Employer to the extent that the amounts are includible in
gross income (including, but not limited to, commissions paid
salesmen, compensation for services on the basis of a percentage of
profits, commissions on insurance premiums, tips, bonuses, fringe
benefits, and reimbursements or other expense allowances under a non
-accountable plan (as described in Section 1.62-2(c)), and excluding
the following:
(a) Employer contributions to a plan of deferred compensation which
are not includible in the Employee's gross income for the
taxable year in which contributed, or Employer contributions
under a simplified employee pension plan described in Section
408(k), or any distributions from a plan of deferred
compensation regardless of whether such amounts are includible
in the gross income of the Employee;
(b) Amounts realized from the exercise of a nonqualified stock
option, or when restricted stock (or property) held by the
Employee either becomes freely transferable or is no longer
subject to a substantial risk of forfeiture;
(c) Amounts realized from the sale, exchange or other disposition
of stock acquired under a qualified stock option; and
(d) Other amounts which receive special tax benefits, such as
premiums for group-term life insurance (but only to the extent
that the premiums are not includible in the gross income of the
Employee), or contributions made by the Employer (whether or not
under a salary reduction agreement) towards the purchase of an
annuity contract described in Section 403(b) of the Code
(whether or not the contributions are actually excludable from
the gross income of the Employee).
which is actually paid or includible in gross income during such
Limitation Year.
For any Self-Employed Individual covered under the Plan, Compensation
means Earned Income.
VII. LIMITATION YEAR
Limitation Year shall mean the 12-consecutive-month period:
( ) Identical to the Plan Year.
( ) Identical to the Employer's fiscal year ending with or within the
Plan Year of reference.
( ) As fixed by a resolution of the Board of Directors of the Employer,
or the Employer if no Board of Directors exists.
VIII. NORMAL RETIREMENT AGE
Normal Retirement Age shall mean:
( ) Age [....] (not to exceed 65).
( ) Age [....] (not to exceed 65), or the [....] (not to exceed the 5th)
anniversary of the date the Participant commenced participation in
the Plan, if later.
IX. EARLY RETIREMENT AGE
Early Retirement Age shall mean:
( ) There shall be no early retirement provision in this Plan.
( ) Age [....].
( ) Age [....] and [....] Years of Service.
X. EMPLOYER CONTRIBUTIONS
A. Employer Contribution
[....]% of the aggregate Compensation of Active Participants for the
Plan Year (not to exceed 25%).
Employer Contributions ( ) shall; ( ) shall not be integrated with
Social Security.
The Permitted Disparity Percentage shall be [....]%.
The Integration Level shall be:
( ) the Taxable Wage Base.
( ) $[....] (a dollar amount less than the Taxable Wage
Base).
( ) [....]% (not to exceed 100% of the Taxable Wage Base).
Note: The Permitted Disparity Contribution Percentage cannot exceed
the lesser of: (i) the base contribution or (ii) the greater of 5.7%
or the tax rate under Section 3111 (a) of the Code attributable to
the old age insurance portion of the Social Security Act (as in
effect on the first day of the Plan Year). If the Integration Level
selected above is other than the Taxable Wage Base ("TWB"), the 5.7%
factor in the preceding sentence must be replaced by the applicable
percentage determined from the following table.
If the Integration Level is: The
Applicable
more than but not more than Factor is
$0 X* 5.7%
X* 80% of TWB 4.3%
80% of TWB Y** 5.4%
*X = the greater of $10,000 or 20% of TWB
**Y = any amount more than 80% of TWB, but less than 100% of TWB
B. Forfeitures (Do not complete if 100% immediate vesting is elected).
Forfeitures of Employer Contributions shall be:
( ) Used to reduce future Employer contributions.
( ) Allocated to the Regular Accounts of Participants eligible to
receive Employer Contributions in accordance with Section 3.3
of the Plan.
XI. VESTING SERVICE - EXCLUSIONS
All of an Employee's years of Service with the Employer shall be counted
to determine the vested interest of such Employee except:
( ) Years of Service before age 18.
( ) Years of Service before the Employer maintained this Plan or a
predecessor plan.
( ) Years of Service before the effective date of ERISA if such Service
would have been disregarded under the Service Break rules of the
prior plan in effect from time to time before such date. For this
purpose, Service Break rules are rules which result in the loss of
prior vesting or benefit accruals, or deny an Employee's eligibility
to participate by reason of separation or failure to complete a
required period of Service within a specified period of time.
XII. VESTING SCHEDULES
The vested interest of each Employee (who has an Hour of Service on or
after January 1, 1989) in his Employer-derived account balance shall be
determined on the basis of the following schedule:
A. Employer Contributions.
( ) 100% immediately vested. [Note: Mandatory if more than 1
Eligibility Year of Service is required.]
( ) 100% immediately vested after [....] (not to exceed 5) years of
Service.
( ) [....]% (not less than 20%) vested for each year of Service,
beginning with the [....] (not more than the 3rd) year of
Service until 100% vested.
( ) The Top Heavy Minimum Vesting Schedule selected in B., below.
( ) Other: [....] (Must be at least as favorable as any one of the
above 4 options).
B. Top Heavy Minimum Vesting Schedules.
One of the following schedules will be used for years when the Plan
is or is deemed to be Top-Heavy.
( ) 100% immediately vested after [....] (not to exceed 3) years of
Service.
( ) 20% vested after 2 years of Service, plus [....]% vested (not
less than 20%) for each additional year of Service until 100%
vested.
If the vesting schedule under the Plan shifts in or out of the
Minimum Schedule above for any Plan Year because of the Plan's
Top-Heavy status, such shift is an amendment to the vesting
schedule and the election in Section 7.3 of the Plan applies.
XIII. LIFE INSURANCE
Life insurance ( ) shall; ( ) shall not be a permissible investment.
XIV. LOANS
Loans ( ) shall; ( ) shall not be permitted.
XV. TOP-HEAVY PROVISIONS
A. Top Heavy Status
( ) The provisions of Article XIII of the Plan shall always apply.
( ) The provisions of Article XIII of the Plan shall only apply in
Plan Years after 1983, during which the Plan is or becomes
Top-Heavy.
B. Minimum Allocation
If the Employer has adopted Sponsor's paired defined contribution
plan number 01003, 01004 or 01006 in addition to this Plan and the
definition of "Eligible Employee" on all paired plans is identical,
then the minimum allocation required by Section 13.3 will be provided
( ) under this Plan; ( ) under such other paired defined
contribution plan. If the Employer has adopted Sponsor's paired
defined benefit plan number 02001, then Participants in this Plan (or
another paired defined contribution plan) who are covered under the
paired defined benefit plan shall receive the minimum Top Heavy
benefit under the paired defined benefit plan and shall receive no
minimum allocation.
If a Participant in this Plan who is a Non-Key Employee is covered
under another qualified plan maintained by the Employer, other than
a paired plan of the Sponsor, the minimum Top Heavy allocation or
benefit required under Section 416 of the Code shall be provided to
such Non-Key Employee under:
( ) this Plan.
( ) the Employer's other qualified defined contribution plan.
( ) the Employer's qualified defined benefit plan.
( ) other: ---------------------------------------
-----------------------------------------------
.
C. Determination of Present Value
If the Employer maintains a defined benefit plan in addition to this
Plan, and such plan fails to specify the interest rate and mortality
table to be used for purposes of establishing present value to
compute the Top-Heavy Ratio, then the following assumptions shall be
used:
Interest Rate [....]% Mortality Table [....]
XVI. LIMITATION ON ALLOCATIONS
If the Employer maintains or has ever maintained another qualified plan
(other than the Sponsor's paired defined contribution plan number 01003,
01004, or 01006 or the Sponsor's paired defined benefit plan number
02001), in which any Participant in this Plan is (or was) a Participant
or could possibly become a Participant, the adopting Employer must
complete this Section. The Employer must also complete this Section if
it maintains a welfare benefit fund, as defined in Section 419(e) of the
Code, or an individual medical account, as defined in Section 415(l)(2)
of the Code, under which amounts are treated as Annual Additions with
respect to any Participant in the Plan. (If the Employer maintains only
paired plans of the Sponsor this Section should not be completed.)
(a) If the Participant is covered under another qualified defined
contribution plan maintained by the Employer, other than a Master or
Prototype Plan, Annual Additions for any Limitation Year shall be
limited to comply with Section 415(c) of the Code:
( ) in accordance with Sections 6.4(e) - (j) as though the other
plan were a Master or Prototype Plan.
( ) by freezing or reducing Annual Additions in the other qualified
defined contribution plan.
( ) other:----------------------------------------------------------
----------------------------------------------------------------
(b) If a Participant is or has ever been participant in a qualified
defined benefit plan maintained by the Employer, the "1.0" aggregate
limitation of Section 415(e) of the Code shall be satisfied by:
( ) freezing or reducing the rate of benefit accrual under the
qualified defined benefit plan.
( ) freezing or reducing the Annual Additions under this Plan (or,
if the Employer maintains more than one qualified defined
contribution plan, as indicated in (a) above.
( ) other:--------------------------------------------------------
--------------------------------------------------------------
XVII. INVESTMENTS
Participants ( ) shall; ( ) shall not be permitted to direct the
investment of their Accounts in the investment options selected by the
Employer or the Committee.
XVIII. EMPLOYER REPRESENTATIONS
The Employer hereby represents that:
a. It is aware of, and agrees to be bound by, the terms of the
Plan.
b. It understands that the Sponsor will not furnish legal or tax
advice in connection with the adoption or operation of the Plan
and has consulted legal and tax counsel to the extent necessary.
c. The failure to properly fill out this Adoption Agreement may
result in disqualification of the Plan.
XIX. RELIANCE ON PLAN QUALIFICATION
An Employer who has ever maintained or who later adopts any plan
(including, after December 31, 1985, a welfare benefit fund, as defined
in Section 419(e) of the Internal Revenue Code, which provides
post-retirement medical benefits allocated to separate accounts for Key
Employees, as defined in Section 419A(d)(3) of the Code, or an individual
medical account, as defined in Section 415(l)(2) of the Code) in addition
to this Plan (other than the Sponsor's paired defined contribution plan
number 01003, 01004, 01005, or 01006 or the Sponsor's paired defined
benefit plan number 02001) may not rely on the opinion letter issued by
the National Office of the Internal Revenue Service as evidence that this
Plan is qualified under Section 401 of the Code. If an Employer who
adopts or maintains multiple plans wishes to obtain reliance that his or
her plans are qualified, application for a determination letter should be
made to the appropriate key district office of the Internal Revenue
Service.
The Employer may not rely on the opinion letter issued by the National
Office of the Internal Revenue Service as evidence that this Plan is
qualified under Section 401 of the Code unless the terms of the Plan, as
herein adopted or amended, that pertain to the requirements of Sections
401(a)(4), 401(a)(17), 401(l), 401(a)(5), 410(b) and 414(s) of the Code,
as amended by the Tax Reform Act of 1986, or later laws, (a) are made
effective with respect to this Plan); or (b) are made effective no later
than the first day on which the Employer is no longer entitled, under
regulations, to rely on a reasonable, good faith interpretation of these
requirements, and the prior provisions of the Plan constitute such a
interpretation.
XX. PROTOTYPE PLAN DOCUMENTS
This Adoption Agreement may be used only in conjunction with the Dreyfus
Prototype Defined Contribution Plan, Basic Plan Document No. 01, and the
Dreyfus Trust Agreement both as amended from time to time. In the event
the Sponsor amends the Basic Plan Document or this Adoption Agreement or
discontinues this type of plan, it will inform the Employer. The Sponsor,
The Dreyfus Corporation, is available to answer questions regarding the
intended meaning of any Plan provisions, adoption of he Plan and the
effect of an Opinion Letter, at 144 Glenn Curtiss Boulevard, Uniondale,
New York 11556-0144 [(516) 338-3418].
IN WITNESS WHEREOF, the Employer and the Trustee have executed this instrument
the ________ day of __________, 19__. If applicable, the appropriate
corporate seal has been affixed and attested to.
-----------------------
Name of Business Entity
---------------------------------
Signature (Sole Proprietors only)
By: --------------------------------------
------------
Name and Title
(Corporations or Partnerships)
ATTEST:
____________________________
Secretary (Corporations only)
SEAL:
__________________
Name of Trustee(s)
_____________________________
Signature (Individual Trustee)
_____________________________
Signature (Individual Trustee)
By:______________________________________
Name and Title (Corporate Trustee only)
ADOPTION AGREEMENT
DREYFUS NONSTANDARDIZED
PROTOTYPE PROFIT SHARING PLAN AND TRUST
PLAN NUMBER 01002
IRS SERIAL NUMBER D362552a
The Employer named in Section I.A. below hereby establishes or restates a
Profit Sharing Plan ("Plan") and Trust, consisting of such sums as shall be
paid to the Trustee(s) under the Plan, the investments thereof and earnings
thereon. The terms of the Plan and Trust are set forth in this Adoption
Agreement and the applicable provisions of the Dreyfus Prototype Defined
Contribution Plan, Basic Plan Document No. 01, and the Dreyfus Trust
Agreement, both as amended from time to time, which are hereby adopted and
incorporated herein by reference.
I. BASIC PROVISIONS
A. Employer's Name: [....]
Address: [....]
B. Employer is a ( ) corporation; ( ) S Corporation;
( ) partnership; ( ) sole proprietor;
( ) other: [....]
C. Employer's Tax ID Number:
D. Employer's fiscal year:
E. Plan Name:
F. If this is a new Plan, the Effective Date of the Plan is:
If this is an amendment and restatement of an existing Plan, enter
the original Effective Date [....]. The effective date of this
amended Plan is [....].
G. The Trustee shall be:
( ) The Dreyfus Trust Company
( ) Other: (Name) [....]
(Address) [....]
(Address) [....]
(Phone #) [....]
H. The first Plan Year shall be [....] through [....]. Thereafter,
the Plan Year shall mean the 12-consecutive-month period
commencing on [....] and ending on [....].
I. Service with the following predecessor employer(s):
shall be credited for purposes of: [ ] eligibility; [ ] vesting.
Note: Such Service must be credited if the adopting Employer
maintains the plan of the predecessor employer.
J. The following employer(s) aggregated with the Employer under
Sections 414(b), (c), (m) or (o) of the Internal Revenue Code
("Code") shall be Participating Employers in the Plan: [....]
K. Are all employers aggregated with the Employer under Sections
414(b), (c), (m) or (o) of the Code participating in this Plan?
( ) Yes ( ) No
II. HOURS OF SERVICE
A. For Eligibility Purposes.
Hours of Service under the Plan will be determined for all Employees on
the basis of the method selected below:
( ) On the basis of actual hours for which an Employee is paid or
entitled to payment.
( ) On the basis of days worked. An Employee will be credited with
ten (10) Hours of Service for any day such Employee would be
credited with at least one (1) Hour of Service during the day
under the Plan.
( ) On the basis of weeks worked. An Employee will be credited with
forty-five (45) Hours of Service for any week such Employee would
be credited with at least one (1) Hour of Service during the week
under the Plan.
( ) On the basis of semi-monthly payroll periods. An Employee will be
credited with ninety-five (95) Hours of Service for any
semi-monthly payroll period such Employee would be credited with
at least one (1) Hour of Service under the Plan.
( ) On the basis of months worked. An Employee will be credited with
one hundred ninety (190) Hours of Service for any month such
Employee would be credited with at least one (1) Hour of Service
under the Plan.
( ) On the basis of elapsed time.
B. For Vesting Purposes.
Hours of Service under the Plan will be determined for all Employees on
the basis of the method selected below:
( ) On the basis of actual hours for which an Employee is paid or
entitled to payment.
( ) On the basis of days worked. An Employee will be credited with
ten (10) Hours of Service for any day such Employee would be
credited with at least one (1) Hour of Service during the day
under the Plan.
( ) On the basis of weeks worked. An Employee will be credited with
forty-five (45) Hours of Service for any week such Employee would
be credited with at least one (1) Hour of Service during the week
under the Plan.
( ) On the basis of semi-monthly payroll periods. An Employee will be
credited with ninety-five (95) Hours of Service for any
semi-monthly payroll period such Employee would be credited with
at least one (1) Hour of Service under the Plan.
( ) On the basis of months worked. An Employee will be credited with
one hundred ninety (190) Hours of Service for any month such
Employee would be credited with at least one (1) Hour of Service
under the Plan.
( ) On the basis of elapsed time.
III. ELIGIBLE EMPLOYEES
All Employees shall be Eligible Employees, except:
( ) Employees included in a unit of Employees covered by a collective
bargaining agreement between the Employer and employee
representatives, if retirement benefits were the subject of good
faith bargaining. For this purpose, the term "employee
representatives" does not include any organization more than half
of whose members are Employees who are owners, officers, or
executives of the Employer.
( ) Employees who are nonresident aliens and who receive no earned
income from the Employer which constitutes income from sources
within the United States.
( ) Employees included in the following classification(s):
( ) Employees of the following employers aggregated with the Employer
under Sections 414(b), (c), (m) or (o) of the Code:
( ) Individuals required to be considered Employees under Section
414(n) of the Code.
( ) Employees who, subject to determination by the Committee that such
election will not affect the plan's qualification, make a one-time
irrevocable election not to participate in the Plan for purposes
of the following:
[ ] Employer Discretionary Contributions.
[ ] Elective Deferrals/Thrift Contributions/Combined
Contributions.
Note: The term Employee includes all employees of the Employer and
any employer required to be aggregated with the Employer
under Sections 414(b), (c), (m) or (o) of the Code, and
individuals considered employees of any such employer under
Section 414(n) or (o) of the Code.
IV. AGE AND SERVICE REQUIREMENTS
Each Eligible Employee shall become a Participant on the Entry Date
coincident with or following completion of the following requirements:
Age: ( ) No age requirement.
( ) The attainment of age [....] (not to exceed age 21).
Service: ( ) No service requirement.
( ) For Employer Discretionary Contributions only -- The
completion of [....] (not to exceed 1 unless 100%
immediate vesting is elected, in which case, may not
exceed 2) Eligibility Years of Service. If the
Eligibility Years of Service is or includes a fractional
year, an Employee shall not be required to complete any
specific number of Hours of Service to receive credit
for such fractional year.
If more than 1 Eligibility Year of Service is required,
Participants must be 100% immediately vested.
( ) For all other contributions -- The completion of [....]
(not to exceed 1) Eligibility Year of Service.
AND
Effective
Date: ( ) Each Eligible Employee who is employed on the
Effective Date shall become a Participant on the
Effective Date. Each Eligible Employee employed
after the Effective Date shall become a Participant
on the Entry Date coincident with or following
completion of the age and service requirements
specified above.
( ) Each Eligible Employee who is employed on the effective
date of this amended plan shall become a Participant as
of such date. Each Eligible Employee employed after the
effective date shall become a Participant on the entry
date coincident with or following completion of the age
and service requirements specified above.
V. ELIGIBILITY YEARS OF SERVICE
A. For Employer Discretionary Contributions, in order to be credited
with an Eligibility Year of Service, an Employee shall complete
[....] (not to exceed 1,000) Hours of Service.
Note: Not applicable if elapsed time method of crediting service
for eligibility purposes is elected.
B. For all other contributions, in order to be credited with an
Eligibility Year of Service, an Employee shall complete [....]
(not to exceed 1,000) Hours of Service.
Note: Not applicable if elapsed time method of crediting service
for eligibility purposes is elected.
Note: In the case of an Employee in the Maritime Industry, for
purposes of Eligibility Years of Service, refer to Section 1.24 of
the Plan.
VI. ENTRY DATE
The Entry Date shall mean:
( ) For the first Plan Year only, the initial Entry Date shall be_____
_______;
thereafter:
( ) Annual Entry. The first day of the Plan Year. [Note: If Annual
Entry is selected, the age and service requirements cannot exceed
20-1/2 and 1/2 Eligibility Year of Service.]
( ) Dual Entry. The first day of the Plan Year and the first day of
the seventh month of the Plan Year.
( ) Quarterly Entry. The first day of the Plan Year and the first day
of the fourth, seventh and tenth months of the Plan Year.
( ) Monthly Entry. The first day of the Plan Year and the first day
of each following month of the Plan Year.
( ) Other: _________________________________________________________
___________(Note: Eligible Employees must commence
participation no later than the earlier of: a) the beginning of the
Plan Year after meeting the age and service requirements, or b) 6
months after the date the Employee meets the age and service
requirements).
VII. COMPENSATION
A. Except for purposes of "annual additions" testing under Section
415 of the Code, Compensation shall mean all of each
Participant's:
( ) Information required to be reported under Sections 6041, 6051, and
6052 of the Code. (Wages, tips and other compensation box on Form
W-2) Compensation is defined as wages as defined in Section
3401(a) and all other payments of compensation to the Employee by
the Employer (in the course of the Employer's trade or business)
for which the Employer is required to furnish the Employee a
written statement under Sections 6041(d) and 6051(a)(3) of the
Code. Compensation must be determined without regard to any rules
under Section 3401(a) that limit the remuneration included in
wages based on the nature or location of the employment or
services performed (such as the exception for agricultural labor
in Section 3401(a)(2) of the Code). This definition of
Compensation shall exclude amounts paid or reimbursed by the
Employer for moving expenses incurred by an Employee, but only to
the extent that at the time of the payment it is reasonable to
believe that these amounts are deductible by the Employee under
Section 217 of the Code.
( ) Section 3401(a) wages. Compensation is defined as wages within
the meaning of Section 3401(a) of the Code for purposes of income
tax withholding at the source but determined without regard to any
rules that limit the remuneration included in wages based on the
nature or location of the employment or the services performed
(such as the exception for agricultural labor in Section
3401(a)(2) of the Code).
( ) Section 415 safe-harbor compensation. Compensation is defined as
wages, salaries, and fees for professional services and other
amounts received (without regard to whether or not an amount is
paid in cash) for personal services actually rendered in the
course of employment with the Employer to the extent that the
amounts are includible in gross income (including, but not limited
to, commissions paid salesmen, compensation for services on the
basis of a percentage of profits, commissions on insurance
premiums, tips, bonuses, fringe benefits, and reimbursements or
other expense allowances under a nonaccountable plan (as described
in Section 1.62-2(c)), and excluding the following:
(a) Employer contributions to a plan of deferred compensation
which are not includible in the Employee's gross income for
the taxable year in which contributed, or Employer
contributions under a simplified employee pension plan
described in Section 408(k), or any distributions from a plan
of deferred compensation regardless of whether such amounts
are includible in the gross income of the Employee;
(b) Amounts realized from the exercise of a nonqualified stock
option, or when restricted stock (or property) held by the
Employee either becomes freely transferable or is no longer
subject to a substantial risk of forfeiture;
(c) Amounts realized from the sale, exchange or other disposition
of stock acquired under a qualified stock option; and
(d) Other amounts which receive special tax benefits, such as
premiums for group-term life insurance (but only to the
extent that the premiums are not includible in the gross
income of the Employee), or contributions made by the
Employer (whether or not under a salary reduction agreement)
towards the purchase of an annuity contract described in
Section 403(b) of the Code (whether or not the contributions
are actually excludable from the gross income of the
Employee).
which is actually paid to the Participant during the following
applicable period:
( ) the portion of the Plan Year in which the Employee is a
Participant in the Plan.
( ) the Plan Year.
( ) the calendar year ending with or within the Plan Year.
( ) Compensation shall be reduced by all of the following items (even
if includible in gross income): reimbursements or other expense
allowances, fringe benefits (cash and noncash), moving expenses,
deferred compensation and welfare benefits.
Compensation ( ) shall; ( ) shall not include Employer contributions
made pursuant to a salary reduction agreement with an Employee which
are not includible in the gross income of the Employee by reason of
Sections 125, 402(e)(3), 402(h)(1)(B) or 403(b) of the Code.
If the Employer's contributions to the Plan are not allocated on an
integrated basis, the following may be excluded from the definition of
Compensation selected above for any year in which the Plan is not Top
Heavy:
( ) bonuses
( ) overtime
( ) commissions
( ) amounts in excess of $ [....]
( ) [....]
For any Self-Employed Individual covered under the Plan, Compensation
means Earned Income.
B. For purposes of "annual additions" testing under Section 415 of
the Code, Compensation for any Limitation Year shall mean all of
each Participant's:
( ) Information required to be reported under Sections 6041, 6051 and
6052 of the Code. (Wages, tips and other compensation box on Form
W-2) Compensation is defined as wages as defined in Section
3401(a) and all other payments of compensation to the Employee by
the Employer (in the course of the Employer's trade or business)
for which the Employer is required to furnish the Employee a
written statement under Sections 6041(d) and 6051(a)(3) of the
Code. Compensation must be determined without regard to any rules
under Section 3401(a) that limit the remuneration included in
wages based on the nature or location of the employment or
services performed (such as the exception for agricultural labor
in Section 3401(a)(2) of the Code). This definition of
Compensation shall exclude amounts paid or reimbursed by the
Employer for moving expenses incurred by an Employee, but only to
the extent that at the time of the payment it is reasonable to
believe that these amounts are deductible by the Employee under
Section 217 of the Code.
( ) Section 3401(a) wages. Compensation is defined as wages within
the meaning of Section 3401(a) of the Code for purposes of income
tax withholding at the source but determined without regard to any
rules that limit the remuneration included in wages based on the
nature or location of the employment or the services performed
(such as the exception for agricultural labor in Section
3401(a)(2) of the Code).
( ) Section 415 safe-harbor compensation. Compensation is defined as
wages, salaries, and fees for professional services and other
amounts received (without regard to whether or not an amount is
paid in cash) for personal services actually rendered in the
course of employment with the Employer to the extent that the
amounts are includible in gross income (including, but not limited
to, commissions paid salesmen, compensation for services on the
basis of a percentage of profits, commissions on insurance
premiums, tips, bonuses, fringe benefits, and reimbursements or
other expense allowances under a nonaccountable plan (as described
in Section 1.62-2(c)), and excluding the following:
(a) Employer contributions to a plan of deferred compensation
which are not includible in the Employee's gross income for
the taxable year in which contributed, or Employer
contributions under a simplified employee pension plan
described in Section 408(k), or any distributions from a plan
of deferred compensation regardless of whether such amounts
are includible in the gross income of the Employee;
(b) Amounts realized from the exercise of a nonqualified stock
option, or when restricted stock (or property) held by the
Employee either becomes freely transferable or is no longer
subject to a substantial risk of forfeiture;
(c) Amounts realized from the sale, exchange or other disposition
of stock acquired under a qualified stock option; and
(d) Other amounts which receive special tax benefits, such as
premiums for group-term life insurance (but only to the
extent that the premiums are not includible in the gross
income of the Employee), or contributions made by the
Employer (whether or not under a salary reduction agreement)
towards the purchase of an annuity contract described in
Section 403(b) of the Code (whether or not the contributions
are actually excludable from the gross income of the
Employee).
which is actually paid or includible in gross income during such
Limitation Year.
For any Self-Employed Individual covered under the Plan, Compensation
means Earned Income.
VIII. LIMITATION YEAR
Limitation Year shall mean the twelve (12) consecutive-month period:
( ) Identical to the Plan Year.
( ) Identical to the Employer's fiscal year ending with or within the
Plan Year of reference.
( ) As fixed by a resolution of the Board of Directors of the
Employer, or the Employer if no Board of Directors exists.
IX. NORMAL RETIREMENT AGE
Normal Retirement Age shall mean:
( ) Age [....] (not to exceed 65).
( ) Age [....] (not to exceed 65), or the [....] (not to exceed the
5th) anniversary of the date the Participant commenced
participation in the Plan, if later.
X. EARLY RETIREMENT AGE
Early Retirement Age shall mean:
( ) There shall be no early retirement provision in this Plan.
( ) Age [....].
( ) Age [....] and [....] Years of Service.
XI. EMPLOYER AND EMPLOYEE CONTRIBUTIONS
A. Types and allocation of Contributions
1. Employer Discretionary Contributions
( ) Not permitted.
( ) Permitted.
( ) An amount fixed by appropriate action of the
Employer.
( ) [....]% of Compensation of Participants for the
Plan Year (not to exceed 15%).
( ) [....]% of Compensation of Participants for the
Plan Year, plus an additional amount fixed by
appropriate action of the Employer (in total not to
exceed 15%).
Employer Discretionary Contributions ( ) shall; ( ) shall not
be integrated with Social Security.
If integrated with Social Security:
a. ( ) The Permitted Disparity Percentage shall be
[....]%.
b. ( ) The Permitted Disparity Percentage shall be
determined annually by appropriate action of
the Employer.
c. ( ) The Integration Level shall be:
( ) the Taxable Wage Base.
( ) $____________(a dollar amount less than
the Taxable Wage Base).
( ) ___% (not to exceed 100% of the Taxable
Wage Base).
Note: The Permitted Disparity Percentage cannot
exceed the lesser of: (i) the base
contribution, or (ii) the greater of 5.7% or
the tax rate under Section 3111(a) of the Code
attributable to the old age insurance portion
of the Old Age, Survivors and Disability
Income provisions of the Social Security Act
(as in effect on the first day of the Plan
Year). If the Integration Level selected
above is other than the Taxable Wage Base
("TWB"), the 5.7% factor in the preceding
sentence must be replaced by the applicable
percentage determined from the following
table.
If the Integration Level is:
____________________________
The Applicable
more than but not more than Factor is
_______________________________________
$0 X* 5.7%
X* 80% of TWB 4.3%
80% of TWB Y** 5.4%
*X = the greater of $10,000 or 20% of TWB
**Y = any amount more than 80% of TWB, but less
than 100% of TWB
Allocation of Employer Discretionary Contributions.
In order to share in the allocation of Employer Discretionary
Contributions (and forfeitures, if forfeitures are
reallocated to Participants) an Active Participant:
( ) Need not be employed on the last day of the Plan Year.
( ) Must be employed on the last day of the Plan Year,
unless the Participant terminates employment on account
of:
( ) Death.
( ) Disability.
( ) Attainment of Early Retirement Age.
( ) Attainment of Normal Retirement Age.
( ) Employer approved leave of absence.
( ) Must have ( ) 501 Hours of Service; ( ) [....] Hours of
Service (cannot exceed 1,000). (Note: Not applicable if
elapsed time method of crediting service is elected.
2. Elective Deferrals
( ) Not permitted.
( ) Permitted.
A Participant may elect to have his or her Compensation
reduced by:
( ) An amount not in excess of [....]% of Compensation
[cannot exceed the dollar limitation of Section 402(g)
of the Code for the calendar year].
( ) An amount not in excess of $[....] of Compensation
[cannot exceed the dollar limitation of Section 402(g)
of the Code for the calendar year].
( ) An amount not to exceed the dollar limitation of Section
402(g) of the Code for the calendar year.
( ) An amount not in excess of (Note: The percent for the
Highly Compensated Employee cannot exceed the percent
for the Non-Highly Compensated Employee):
_______% of Compensation [cannot exceed the dollar
limitation of Section 402(g) of the Code for the
calendar year] for each Highly Compensated
Employee; and
________% of Compensation [cannot exceed the dollar
limitation of Section 402(g) of the Code for the
calendar year] for each Non-Highly Compensated
Employee.
A Participant may elect to commence Elective Deferrals the
next pay period following: [....] (enter date or period -- at
least once each calendar year).
A Participant may modify the amount of Elective Deferrals as
of [....] (enter date or period -- at least once each
calendar year).
A Participant ( ) may; ( ) may not base Elective Deferrals on
cash bonuses that, at the Participant's election, may be
contributed to the CODA or received by the Participant in
cash. Such election shall be effective as of the next pay
period following [....] or as soon as administratively
feasible thereafter.
Participants who claim Excess Elective Deferrals for the
preceding calendar year must submit their claims in writing
to the plan administrator by [....] (enter date between March
1 and April 15).
A Participant ( ) may; ( ) may not elect to recharacterize
Excess Contributions as Thrift Contributions. (Note:
Available only if Thrift Contributions are permitted.)
Participants who elect to recharacterize Excess Contributions
for the preceding Plan Year as Thrift Contributions must
submit their elections in writing to the Committee by [....]
(enter date no later than 2-1/2 months after close of Plan
Year).
3. Thrift Contributions
( ) Not permitted.
( ) Permitted.
Participants shall be permitted to make Thrift
Contributions from [....]% (not less than 1) to [....]%
(not more than 10) of their total aggregate
Compensation.
A Participant may elect to commence Thrift Contributions
the next pay period following [....] (enter date or
period--at least once each calendar year).
The Change Date for a Participant to modify the amount
of Thrift Contributions shall be as of [....] (enter
date or period -- at least once each calendar year).
4. Elective Deferrals and Thrift Contributions, combined
("Combined Contributions")
( ) Not Permitted.
( ) Permitted.
A Participant may elect to make Combined Contributions
which do not exceed [....]% of Compensation. (Note:
Elective Deferrals can not exceed the dollar limitation
of Section 402(g) of the Code for the calendar year).
A Participant may elect to commence contributions the
next pay period following: (enter date or period -- at
least once each calendar year).
A Participant may modify his amount of Combined
Contributions as of [....] (enter date or period -- at
least once each calendar year).
A Participant ( ) may; ( ) may not base Elective
Deferrals on cash bonuses that, at the Participant's
election, may be contributed to the CODA or received by
the Participant in cash. Such election shall be
effective as of the next pay period following [....] or
as soon as administratively feasible thereafter.
Participants who claim Excess Elective Deferrals for the
preceding calendar year must submit their claims in
writing to the plan administrator by [....] (enter date
between March 1 and April 15).
A Participant ( ) may; ( ) may not elect to
recharacterize Excess Contributions as Thrift
Contributions.
Participants who elect to recharacterize Excess
Contributions for the preceding Plan Year as Thrift
Contributions must submit their elections in writing to
the Committee by [....] (enter date no later than 2-1/2
months after close of the Plan Year).
5. Matching Contributions
( ) Not permitted.
( ) Permitted.
( ) The Employer shall or may (in the event that the
Matching Contribution amount is within the
discretion of the Employer) make Matching
Contributions to the Plan with respect to (any one
or a combination of the following may be selected):
( ) Elective Deferrals.
( ) Thrift Contributions.
( ) Combined Contributions.
Such Matching Contributions will be made on behalf of:
( ) All Participants who make such
contribution(s).
( ) All Participants who are Non-Highly
Compensated Employees who make such
contribution(s).
The amount of such Matching Contributions made on behalf
of each such Participant shall be:
(i) Elective Deferrals (any one or a combination of the
following may be selected) -
( ) An amount or percentage fixed by appropriate
action of the Employer.
( ) [....]% of the Elective Deferrals.
( ) [....]% of the first [....]% of Compensation
contributed as an Elective Deferral, plus
[....]% of the next [....]% of Compensation
contributed as an Elective Deferral, plus
[....]% of the next [....]% of Compensation
contributed as an Elective Deferral.
The Employer shall not match Elective Deferrals as
provided above in excess of $[....] or in excess of
[....]% of the Participant's Compensation.
The Employer shall not match Elective Deferrals
made by the following class(es) of Employees:
[....]
(ii) Thrift Contributions (any one or a combination of the
following may be selected)-
( ) An amount or percentage fixed by appropriate
action of the Employer.
( ) $[....] for each dollar of Thrift
Contributions.
( ) [....]% of the Thrift Contributions.
( ) [....]% of the first [....]% of Compensation
contributed, plus [....]% of the next [....]%
of Compensation contributed, plus [....]% of
the remaining Compensation contributed.
The Employer shall not match Thrift Contributions
as provided above in excess of $[....] or in excess
of [....]% of the Participant's Compensation.
The Employer shall not match Thrift Contributions
made by the following class(es) of Employees: [...]
(iii) Combined Contributions (any one or a combination of
the following may be selected).
( ) An amount fixed by appropriate action of the
Employer.
( ) [....]% of Combined Contributions.
( ) [....]% of Elective Deferrals, plus [....]% of
Thrift contributions.
( ) [....]% of the first [....]% of Compensation
contributed, plus [....]% of the next [....]%
of Compensation contributed, plus [....]% of
the remaining Compensation contributed.
The Employer shall not match Combined Contributions as
provided above in excess of $[....] or in excess of
[....]% of the Participant's Compensation.
The Employer shall not match Combined Contributions made
by the following class(es) of Employees: [....]
Matching Contributions shall be made each:
( ) Payroll period.
( ) Month.
( ) Quarter.
( ) Plan Year.
Allocation of Matching Contributions --
In order to share in the allocation of Matching Contributions
(and forfeitures, if forfeitures are reallocated to
participants) a Participant:
( ) Must be employed on the last day of the payroll
period.
( ) Must be employed on the last day of the Month.
( ) Must be employed on the last day of the Quarter.
( ) Must be employed on the last day of the Plan Year.
unless the Participant terminates employment on account
of:
( ) Death.
( ) Disability.
( ) Attainment of Early Retirement Age.
( ) Attainment of Normal Retirement Age.
( ) Employer approved leave of absence.
( ) Must have ( ) 501 Hours of Service; ( ) [....]
Hours of Service (cannot exceed 1,000). Note: Not
applicable if elapsed time method of crediting
service is elected.
6. Qualified Matching Contributions
( ) Not permitted.
( ) Permitted.
( ) The Employer shall or may (in the event that
the Qualified Matching Contribution amount is
within the discretion of the Employer) make
Qualified Matching Contributions.
Qualified Matching Contributions will be made on behalf
of:
( ) All Participants who make Elective Deferrals.
( ) All Participants who are Non-Highly Compensated
Employees and who make Elective Deferrals.
The amount of such Qualified Matching Contributions made
on behalf of each Participant shall be (any one or a
combination of the following may be selected):
( ) An amount or percentage fixed by appropriate action
by the Employer.
( ) [....]% of the Elective Deferrals.
The Employer shall not match Elective Deferrals as provided
above in excess of $[....] or in excess of [....]% of the
Participant's Compensation.
7. Qualified Nonelective Contributions
( ) Not permitted.
( ) The Employer shall have the discretion to contribute
Qualified Nonelective Contributions for any Plan Year in
an amount to be determined each year by the Employer.
Qualified Nonelective Contributions will be made on
behalf of (select as appropriate):
( ) All Eligible Employees.
( ) All Participants who make Elective Deferrals.
( ) All Participants who are Non-Highly Compensated
Employees and who make Elective Deferrals.
( ) All Participants who are Non-Highly Compensated
Employees.
( ) All Non-Key Employees.
B. Forfeitures (Do not complete if 100% immediate vesting is
elected).
Forfeitures of Employer Discretionary Contributions, Matching
Contributions or Excess Aggregate Contributions shall be:
( ) Allocated to participants in the manner provided in Sections
4.2 and 4.7(d)(2) of the Plan.
( ) Used to reduce:
( ) any future Employer contributions.
( ) Plan expenses.
C. Contributions Not Limited by Net Profits
Indicate for each type of Employer contribution allowed under the
Plan whether such contributions are to be limited to Net Profits
of the Employer for the taxable year of the Employer ending with
or within the Plan Year:
( ) Yes ( ) No Employer Discretionary Contributions
( ) Yes ( ) No Elective Deferrals
( ) Yes ( ) No Qualified Nonelective Contributions
( ) Yes ( ) No Matching Contributions
( ) Yes ( ) No Qualified Matching Contributions.
XII. DISTRIBUTIONS AND IN-SERVICE WITHDRAWALS
A. Accounts shall be distributable upon a Participant's separation
from service, death, or Total and Permanent Disability, and, in
addition:
( ) Termination of the Plan without establishment or maintenance
of a successor plan.
( ) The disposition to an entity that is not an Affiliated
Employer of substantially all of the assets used by the
Employer in a trade or business, but only if the Employer
continues to maintain the Plan and only with respect to
participants who continue employment with the acquiring
corporation.
( ) Upon attainment of the Plan's Normal Retirement Age.
( ) The disposition to an entity that is not an Affiliated
Employer of the Employer's interest in a subsidiary, but only
if the Employer continues to maintain the Plan and only with
respect to Participants who continue employment with such
subsidiary.
( ) Vested portion of Employer Discretionary Contributions on
account of a Participant's financial hardship to the extent
permitted by Section 4.9 of the Plan.
( ) Vested portion of Employer Matching Contributions on account
of a Participant's financial hardship to the extent permitted
by Section 4.9 of the Plan.
B. In addition to A above, Elective Deferrals, Qualified Nonelective
Contributions and Qualified Matching Contributions (as applicable)
and income allocable to such amounts shall be distributable:
( ) Upon the Participant's attainment of age 59-1/2.
( ) On account of a Participant's financial hardship, to the
extent permitted by Section 4.9 of the Plan (Elective
Deferrals Only).
C. In-service withdrawals from a Participant's: ( ) Employer
Discretionary Contribution Account; ( ) Matching Contribution
Account; ( ) Transfer Account, if any ( ) shall; ( ) shall not be
permitted upon the attainment of age 59-1/2. (Permitted only if the
Plan is not integrated with Social Security and a Participant's
Employer Discretionary Contribution Account and Matching
Contribution Accounts are 100% vested at time of distribution.)
D. Distribution of benefits upon separation of service, retirement or
death of a Participant ( ) shall; ( ) shall not be subject to the
Automatic Annuity rules of Section 8.2 of the Plan.
E. (Complete only if the Plan is not subject to the Automatic Annuity
rules of Section 8.2.) Check the appropriate optional forms of
benefit that shall be available under the Plan (if left blank, the
provisions of Section 8.6(a) of this Plan shall apply):
[ ] Single lump sum payment.
[ ] Installment payments pursuant to Section 8.6(a) of the
Plan.
F. The following optional forms of benefit shall be available in
addition to the optional forms of benefit available under Section
8.6 of the Plan (Note: If the Plan is not subject to the
Automatic Annuity rules of Section 8.2 and the Participant is
permitted to select an annuity as an optional form of benefit,
then the Automatic Annuity rules of Section 8.2 shall apply to
such participant):
- -------------------------------------------------------------------------
[Note: If the Plan is an amendment and restatement of an existing
Plan, optional forms of benefit protected under Section 411(d)(6)
of the Code may not be eliminated, unless permitted by IRS
Regulations Sections 1.401(a)-(4) and 1.411(d)-4].
XIII. VESTING SERVICE
In order to be credited with a year of Service for vesting purposes, a
Participant shall complete [....] (not to exceed 1,000) Hours of
Service. (Not applicable if elapsed time method of crediting service
for vesting purposes is elected).
Note: In the case of Employees in the Maritime Industry, for purposes
of a year of Service, refer to Section 1.56 of the Plan.
XIV. VESTING SERVICE - EXCLUSIONS
All of an Employee's years of Service with the Employer shall be
counted to determine the vested interest of such Employee except:
( ) Years of Service before age 18.
( ) Years of Service before the Employer maintained this Plan or a
predecessor plan.
( ) Years of Service before the effective date of ERISA if such
Service would have been disregarded under the Service Break rules
of the prior plan in effect from time to time before such date.
For this purpose, Service Break rules are rules which result in
the loss of prior vesting or benefit accruals, or deny an
Employee's eligibility to participate by reason of separation or
failure to complete a required period of Service within a
specified period of time.
XV. VESTING SCHEDULES
The vested interest of each Employee (who has an Hour of Service on or
after January 1, 1989) in his Employer-derived account balance shall be
determined on the basis of the following schedules:
A. Employer Discretionary Contributions.
( ) 100% immediately vested. [Note: Mandatory if more than 1
Eligibility Year of Service is required.]
( ) 100% immediately vested after [....] (not to exceed 5) years
of Service.
( ) [....]% (not less than 20%) vested for each year of Service,
beginning with the [....] (not more than the 3rd) year of
Service until 100% vested.
( ) Other: [....] (Must be at least as favorable as any one of
the above 3 options).
AND
( ) Effective Date Vesting. Each Employee who is a Participant
on the Effective Date shall be 100% immediately vested.
B. Matching Contributions.
( ) 100% immediately vested. [Note: Mandatory if more than 1
Eligibility Year of Service is required.]
( ) 100% immediately vested after [....] (not to exceed 5) years
of Service.
( ) [....]% (not less than 20%) vested for each year of Service,
beginning with the [....] (not more than the 3rd) year of
Service until 100% vested.
( ) Other: [....] (Must be at least as favorable as any one of
the above 3 options).
AND
( ) Effective Date Vesting. Each Employee who is a Participant
on the Effective Date shall be 100% immediately vested.
C. Top Heavy Minimum Vesting Schedules.
One of the following schedules will be used for years when the
Plan is or is deemed to be Top-Heavy.
( ) 100% immediately vested after [....] (not to exceed 3) years
of Service.
( ) 20% vested after 2 years of Service, plus [....]% vested (not
less than 20%) for each additional year of Service until 100%
vested.
( ) Other: [....] (Note: must be at least as favorable as either
of the two schedules in this Section C).
If the vesting schedule under the Plan shifts in or out of the
Minimum Schedule above for any Plan Year because of the Plan's
Top-Heavy status, such shift is an amendment to the vesting
schedule and the election in Section 7.3 of the Plan applies.
XVI. LIFE INSURANCE
Life insurance ( ) shall; ( ) shall not be a permissible investment.
XVII. LOANS
Loans ( ) shall; ( ) shall not be permitted.
XVIII. TOP-HEAVY PROVISIONS
A. Top Heavy Status
( ) The provisions of Article XIII of the Plan shall always
apply.
( ) The provisions of Article XIII of the Plan shall only apply
in Plan Years after 1983, during which the Plan is or becomes
Top-Heavy.
B. Minimum Allocations
If a Participant in this Plan who is a Non-Key Employee is covered
under another qualified plan maintained by the Employer, the
minimum Top Heavy allocation or benefit required under Section 416
of the Code shall be provided to such Non-key Employee under:
( ) this Plan.
( ) the Employer's other qualified defined contribution
plan.
( ) the Employer's qualified defined benefit plan.
C. Determination of Present Value
If the Employer maintains a defined benefit plan in addition to
this Plan, and such plan fails to specify the interest rate an
mortality table to be used for purposes of establishing present
value to compute the Top-Heavy Ratio, then the following
assumptions shall be used:
Interest Rate: [....]%
Mortality Table: [....]
XIX. LIMITATION ON ALLOCATIONS
If the adopting Employer maintains or has ever maintained another
qualified plan in which any Participant in this Plan is (or was) a
Participant or could possibly become a Participant, the adopting
Employer must complete this Section. The Employer must also
complete this Section if it maintains a welfare benefit fund, as
defined in Section 419(e) of the Code, or an individual medical
account, as defined in Section 415(l)(2) of the Code, under which
amounts are treated as Annual Additions with respect to any
Participant in the Plan.
(a) If the Participant is covered under another qualified defined
contribution plan maintained by the Employer, other than a
Master or Prototype Plan, Annual Additions for any Limitation
Year shall be limited to comply with Section 415(c) of the
Code:
( ) in accordance with Sections 6.4(e) - (j) as though the
other plan were a Master or Prototype Plan.
( ) by freezing or reducing Annual Additions in the other
qualified defined contribution plan.
( ) other________________________________________________
(b) If a Participant is or has ever been a Participant in a
qualified defined benefit plan maintained by the Employer,
the "1.0" aggregate limitation of Section 415(e) of the Code
shall be satisfied by:
( ) freezing or reducing the rate of benefit accrual under
the qualified defined benefit plan.
( ) freezing or reducing the Annual Additions under this
Plan (or, if the Employer maintains more than one
qualified defined contribution plan, as indicated in (a)
above).
( ) other:______________________________________
XX. INVESTMENTS
( ) Participants ( ) shall; ( ) shall not be permitted to direct the
investment of their Accounts in the investment options selected by
the Employer or the Committee.
( ) Investment of participant Accounts shall be directed consistent
with rules and procedures established by the Committee. Such
rules shall be applied to all Participants in a uniform and
nondiscriminatory basis.
XXI. TRANSFERS
Transfers pursuant to Section 10.3 of the Plan ( ) shall; ( ) shall not
be permitted.
If permitted, indicate additional prior plan provisions, if applicable:
[....].
XXII. ROLLOVERS
Rollovers pursuant to Section 10.3 of the Plan ( ) shall; ( ) shall not
be permitted.
XXIII. EMPLOYER REPRESENTATIONS
The Employer hereby represents that:
a. It is aware of, and agrees to be bound by, the terms of the
Plan.
b. It understands that the Sponsor will not furnish legal or tax
advice in connection with the adoption or operation of the
Plan and has consulted legal and tax counsel to the extent
necessary.
c. The failure to properly fill out this Adoption Agreement may
result in disqualification of the Plan.
XXIV. RELIANCE ON PLAN QUALIFICATION
The adopting Employer may not rely on an opinion letter issued by the
National Office of the Internal Revenue Service as evidence that the
Plan is qualified under Section 401 of the Code. In order to obtain
reliance with respect to plan qualification, the Employer must apply to
the appropriate key district office of the Internal Revenue Service for
a determination letter.
XXV. PROTOTYPE PLAN DOCUMENTS
This Adoption Agreement may be used only in conjunction with the
Dreyfus Prototype Defined Contribution Plan, Basic Plan Document
No. 01, and the Dreyfus Trust Agreement both as amended from time to
time. In the event the Sponsor amends the Basic Plan Document or this
Adoption Agreement or discontinues this type of plan, it will inform
the Employer. The Sponsor, The Dreyfus Corporation, is available to
answer questions regarding the intended meaning of any Plan provisions,
adoption of the Plan and the effect of an Opinion Letter at 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144 [(516) 338-3418].
IN WITNESS WHEREOF, the Employer and the Trustee have executed this
instrument the _______________________day of __________________
, 19__. If applicable, the appropriate corporate seal has been
affixed and attested to.
_______________________
Name of Business Entity
_______________________________
Signature(Sole Proprietors only)
By:_________________________________
Name and Title (Corporations or Partnerships)
ATTEST:
____________________________
Secretary (Corporations only)
SEAL:
____________________
Name(s) of Trustee(s)
_____________________________
Signature (Individual Trustee)
_____________________________
Signature (Individual Trustee)
By:_________________________________
Name and Title (Corporate Trustee only)
ADOPTION AGREEMENT
DREYFUS STANDARDIZED/PAIRED
PROTOTYPE PROFIT SHARING PLAN AND TRUST
PLAN NUMBER 01003
IRS SERIAL NUMBER D262553a
The Employer named in Section I.A. below hereby establishes or restates a
Profit Sharing Plan ("Plan") and Trust, consisting of such sums as shall be
paid to the Trustee(s) under the Plan, the investments thereof and earnings
thereon. The terms of the Plan and Trust are set forth in this Adoption
Agreement and the applicable provisions of the Dreyfus Prototype Defined
Contribution Plan, Basic Plan Document No. 01, and the Dreyfus Trust
Agreement, both as amended from time to time, which are hereby adopted and
incorporated herein by reference.
I. BASIC PROVISIONS
A. Employer's Name: [....]
Address: [....]
B. The Employer is a ( ) corporation; ( ) S Corporation; ( )
partnership;
( ) sole proprietor; ( ) other: [.....]
C. Employer's Tax ID Number:
D. Employer's fiscal year:
E. Plan Name:
F. If this is a new Plan, the Effective Date of the Plan is:
If this is an amendment and restatement of an existing Plan, enter
the original Effective Date [....]. The effective date of this
amended Plan is [....].
G. The Trustee shall be:
( ) The Dreyfus Trust Company.
( ) Other: (Name) [....]
(Address) [....]
(Address) [....]
(Phone #) [....]
H. The first Plan Year shall be [....] through [....]. Thereafter,
the Plan Year shall mean the 12-consecutive-month period
commencing on [....] and ending on [....].
I. Service with the following predecessor employer(s) shall be
credited for purposes of vesting and eligibility: [Note: Such
Service must be provided if the adopting Employer maintains the
plan of the predecessor employer].
J. The following employer(s) aggregated with the Employer under
Sections 414(b), (c), (m) or (o) of the Internal Revenue Code
("Code") shall be Participating Employers in the Plan: [....]
K. Are all employers aggregated with the Employer under Sections
414(b), (c), (m) or (o) of the Code participating in the Plan?
( ) Yes ( ) No
II. HOURS OF SERVICE
Hours of Service under the Plan will be determined for all Employees on
the basis of the method selected below:
( ) On the basis of actual hours for which an Employee is paid or
entitled to payment.
( ) On the basis of days worked. An Employee will be credited with
ten (10) Hours of Service for any day such Employee would be
credited with at least one (1) Hour of Service during the day
under the Plan.
( ) On the basis of weeks worked. An Employee will be credited with
forty-five (45) Hours of Service for any week such Employee would
be credited with at least one (1) Hour of Service during the week
under the Plan.
( ) On the basis of semi-monthly payroll periods. An Employee will be
credited with ninety-five (95) Hours of Service for any semi-
monthly payroll period such Employee would be credited with at
least one (1) Hour of Service under the Plan.
( ) On the basis of months worked. An Employee will be credited with
one hundred ninety (190) Hours of Service for any month such
Employee would be credited with at least one (1) Hour of Service
under the Plan.
( ) On the basis of elapsed time.
III. ELIGIBLE EMPLOYEES
All Employees shall be Eligible Employees, except:
( ) Employees included in a unit of Employees covered by a collective
bargaining agreement between the Employer and employee
representatives, if retirement benefits were the subject of good
faith bargaining. For this purpose, the term "employee
representatives" does not include any organization more than half
of whose members are Employees who are owners, officers, or
executives of the Employer.
( ) Employees who are nonresident aliens and who receive no earned
income from the Employer which constitutes income from sources
within the United States.
Note: The term Employee includes all Employees of the Employer and
any employer required to be aggregated with the Employer
under Sections 414(b), (c), (m) or (o) of the Code, and
individuals considered employees of any such employer under
Section 414(n) or (o) of the Code.
If the Employer adopts Sponsor's paired defined contribution plan
number 01001, 01004, 01005 or 01006 or paired defined benefit plan
number 02001 in addition to this Plan, the definition of "Eligible
Employee" in all paired plans of the Employer must be identical in
order for the Employer to be able to designate in Section XV one
of the paired plans to provide the required minimum allocation to
each Non-Key Employee in the event the Plan becomes Top-Heavy. If
the definition of "Eligible Employee" in all paired plans of the
Employer is not identical, Section 13.1 through 13.4 shall apply
in the event the Plan becomes Top-Heavy.
IV. AGE AND SERVICE REQUIREMENTS
Each Eligible Employee shall become a Participant on the Entry Date
coincident with or following completion of the following requirements:
Age: ( ) No age requirement.
( ) The attainment of age [....] (not to exceed age 21).
Service: ( ) No service requirement.
( ) For Employer Discretionary Contributions only -- the
completion of [....] (not to exceed 1 unless 100%
immediate vesting is elected, in which case, may not
exceed 2) Eligibility Years of Service. [Note: If more
than 1 Eligibility Year of Service is required,
Participants must be 100% immediately vested. If the
Eligibility Years of Service is or includes a fractional
year, an Employee may not be required to complete any
specified number of Hours of Service to receive credit
for such fractional year.]
( ) For all other contributions -- the completion of [....]
(not to exceed 1) Eligibility Year of Service.
V. ENTRY DATE
The Entry Date shall mean:
( ) For the first Plan Year only, the initial Entry Date shall be
[....];
thereafter:
( ) Annual Entry. The first day of the Plan Year. [Note: If Annual
Entry is selected, the age and service requirements cannot exceed
20-1/2 and 1/2 Eligibility Year of Service.]
( ) Dual Entry. The first day of the Plan Year and the first day of
the seventh month of the Plan Year.
( ) Quarterly Entry. The first day of the Plan Year and the first day
of the fourth, seventh and tenth months of the Plan Year.
( ) Monthly Entry. The first day of the Plan Year and the first day
of each following month of the Plan Year.
VI. COMPENSATION
A. Except for purposes of "annual additions" testing under Section
415 of the Code, Compensation shall mean all of each
Participant's:
( ) Information required to be reported under Sections 6041, 6051 and
6052 of the Code. (Wages, tips and other compensation box on Form
W-2) Compensation is defined as wages as defined in Section
3401(a) and all other payments of compensation to the Employee by
the Employer (in the course of the Employer's trade or business)
for which the Employer is required to furnish the Employee a
written statement under Sections 6041(d) and 6051(a)(3) of the
Code. Compensation must be determined without regard to any rules
under Section 3401(a) that limit the remuneration included in
wages based on the nature or location of the employment or
services performed (such as the exception for agricultural labor
in Section 3401(a)(2) of the Code). This definition of
Compensation shall exclude amounts paid or reimbursed by the
Employer for moving expenses incurred by an Employee, but only to
the extent that at the time of the payment it is reasonable to
believe that these amounts are deductible by the Employee under
Section 217 of the Code.
( ) Section 3401(a) wages. Compensation is defined as wages within
the meaning of Section 3401(a) of the Code for purposes of income
tax withholding at the source but determined without regard to any
rules that limit the remuneration included in wages based on the
nature or location of the employment or the services performed
(such as the exception for agricultural labor in Section
3401(a)(2) of the Code).
( ) Section 415 safe-harbor compensation. Compensation is defined as
wages, salaries, and fees for professional services and other
amounts received (without regard to whether or not an amount is
paid in cash) for personal services actually rendered in the
course of employment with the Employer to the extent that the
amounts are includible in gross income (including, but not limited
to, commissions paid salesmen, compensation for services on the
basis of a percentage of profits, commissions on insurance
premiums, tips, bonuses, fringe benefits, and reimbursements or
other expense allowances under a nonaccountable plan (as described
in Section 1.62-2(c)), and excluding the following:
(a) Employer contributions to a plan of deferred compensation
which are not includible in the Employee's gross income for
the taxable year in which contributed, or Employer
contributions under a simplified employee pension plan
described in Section 408(k), or any distributions from a plan
of deferred compensation regardless of whether such amounts
are includible in the gross income of the Employee;
(b) Amounts realized from the exercise of a nonqualified stock
option, or when restricted stock (or property) held by the
Employee either becomes freely transferable or is no longer
subject to a substantial risk of forfeiture;
(c) Amounts realized from the sale, exchange or other disposition
of stock acquired under a qualified stock option; and
(d) Other amounts which receive special tax benefits, such as
premiums for group-term life insurance (but only to the
extent that the premiums are not includible in the gross
income of the Employee), or contributions made by the
Employer (whether or not under a salary reduction agreement)
towards the purchase of an annuity contract described in
Section 403(b) of the Code (whether or not the contributions
are actually excludable from the gross income of the
Employee).
which is actually paid to the Participant during the following
applicable period:
( ) the portion of the Plan Year in which the Employee is a
Participant in the Plan.
( ) the Plan Year.
( ) the calendar year ending with or within the Plan Year.
( ) Compensation shall be reduced by all of the following items (even
if includible in gross income): reimbursements or other expense
allowances, fringe benefits (cash and noncash), moving expenses,
deferred compensation and welfare benefits.
Compensation ( ) shall; ( ) shall not include Employer contributions
made pursuant to a salary reduction agreement with an Employee which
are not includible in the gross income of the Employee by reason of
Sections 125, 402(e)(3), 402(h)(1)(B) or 403(b) of the Code.
For any Self-Employed Individual covered under the Plan, Compensation
means Earned Income.
B. For purposes of "annual additions" testing under Section 415 of
the Code, Compensation for any Limitation Year shall mean all of
each Participant's:
( ) Information required to be reported under Sections 6041, 6051, and
6052 of the Code. (Wages, tips and other compensation box on Form
W-2) Compensation is defined as wages as defined in Section
3401(a) and all other payments of compensation to the Employee by
the Employer (in the course of the Employer's trade or business)
for which the Employer is required to furnish the Employee a
written statement under Sections 6041(d) and 6051(a)(3) of the
Code. Compensation must be determined without regard to any rules
under Section 3401(a) that limit the remuneration included in
wages based on the nature or location of the employment or
services performed (such as the exception for agricultural labor
in Section 3401(a)(2) of the Code). This definition of
Compensation shall exclude amounts paid or reimbursed by the
Employer for moving expenses incurred by an Employee, but only to
the extent that at the time of the payment it is reasonable to
believe that these amounts are deductible by the Employee under
Section 217 of the Code.
( ) Section 3401(a) wages. Compensation is defined as wages within
the meaning of Section 3401(a) of the Code for purposes of income
tax withholding at the source but determined without regard to any
rules that limit the remuneration included in wages based on the
nature or location of the employment or the services performed
(such as the exception for agricultural labor in Section
3401(a)(2) of the Code).
( ) Section 415 safe-harbor compensation. Compensation is defined as
wages, salaries, and fees for professional services and other
amounts received (without regard to whether or not an amount is
paid in cash) for personal services actually rendered in the
course of employment with the Employer to the extent that the
amounts are includible in gross income (including, but not limited
to, commissions paid salesmen, compensation for services on the
basis of a percentage of profits, commissions on insurance
premiums, tips, bonuses, fringe benefits, and reimbursements or
other expense allowances under a nonaccountable plan (as described
in Section 1.62-2(c)), and excluding the following:
(a) Employer contributions to a plan of deferred compensation
which are not includible in the Employee's gross income for
the taxable year in which contributed, or Employer
contributions under a simplified employee pension plan
described in Section 408(k), or any distributions from a plan
of deferred compensation regardless of whether such amounts
are includible in the gross income of the Employee;
(b) Amounts realized from the exercise of a nonqualified stock
option, or when restricted stock (or property) held by the
Employee either becomes freely transferable or is no longer
subject to a substantial risk of forfeiture;
(c) Amounts realized from the sale, exchange or other disposition
of stock acquired under a qualified stock option; and
(d) Other amounts which receive special tax benefits, such as
premiums for group-term life insurance (but only to the
extent that the premiums are not includible in the gross
income of the Employee), or contributions made by the
Employer (whether or not under a salary reduction agreement)
towards the purchase of an annuity contract described in
Section 403(b) of the Code (whether or not the contributions
are actually excludable from the gross income of the
Employee).
which is actually paid or includible in gross income during such
Limitation Year.
For any Self-Employed Individual covered under the Plan, Compensation
means Earned Income.
VII. LIMITATION YEAR
Limitation Year shall mean the twelve (12) consecutive-month period:
( ) Identical to the Plan Year.
( ) Identical to the Employer's fiscal year ending with or within the
Plan Year of reference.
( ) As fixed by a resolution of the Board of Directors of the
Employer, or the Employer if no Board of Directors exists.
VIII. NORMAL RETIREMENT AGE
Normal Retirement Age shall mean:
( ) Age [....] (not to exceed 65).
( ) Age [....] (not to exceed 65), or the [....] (not to exceed the
5th) anniversary of the date the Participant commenced
participation in the Plan, if later.
IX. EARLY RETIREMENT AGE
Early Retirement Age shall mean:
( ) There shall be no early retirement provision in this Plan.
( ) Age [....].
( ) Age [....] and [....] Years of Service.
X. EMPLOYER AND EMPLOYEE CONTRIBUTIONS
A. Types and allocation of Contributions
1. Employer Discretionary Contributions
( ) Not permitted.
( ) Permitted.
( ) An amount fixed by appropriate action of the
Employer.
( ) [....]% of Compensation of Participants for the
Plan Year (not to exceed 15%).
Employer Discretionary Contributions ( ) shall; ( ) shall not
be integrated with Social Security.
If integrated with Social Security:
a. ( ) The Permitted Disparity Percentage shall be
[....]%.
b. ( ) the Permitted Disparity Percentage shall be
determined annually by appropriate action of
the Employer.
c. ( ) The Integration Level shall be:
( ) the Taxable Wage Base.
( ) $____(a dollar amount less than the
Taxable Wage Base).
( ) _____(not to exceed 100% of the
Taxable Wage Base).
Note: The Permitted Disparity Percentage cannot
exceed the lesser of: (i) the base
contribution, or (ii) the greater of 5.7%
or the tax rate under Section 3111(a) of
the Code attributable to the old age
insurance portion of the Old Age,
Survivors and Disability Insurance
provisions of the Social Security Act (as
in effect on the first day of the Plan
Year). If the Integration Level selected
above is other than the Taxable Wage Base
("TWB"), the 5.7% factor in the preceding
sentence must be replaced by the
applicable percentage determined from the
following table.
If the Integration
Level is:
________ The Applicable
more than but not more than Factor is
_________ ______________________________________
$0 X* 5.7%
X* 80% of TWB 4.3%
80% of TWB Y* 5.4%
* X = the greater of $10,000 or 20% of TWB
** Y = any amount more than 80% of TWB, but less than
100% of TWB
2. Elective Deferrals
( ) Not permitted.
( ) Permitted.
A Participant may elect to have his or her Compensation
reduced by:
( ) An amount not in excess of [....]% of Compensation
[cannot exceed the dollar limitation of Section
402(g) of the Code for the calendar year].
( ) An amount not in excess of $[....] of Compensation
[cannot exceed the dollar limitation of Section
402(g) of the Code for the calendar year].
A Participant may elect to commence Elective Deferrals the
next pay period following: [....] (enter date or period -- at
least once each calendar year).
A Participant may modify the amount of Elective Deferrals as
of: [....] (enter date or period -- at least once each
calendar year).
A Participant ( ) may; ( ) may not base Elective Deferrals on
cash bonuses that, at the Participant's election, may be
contributed to the CODA or received by the Participant in
cash. Such election shall be effective as of the next pay
period following [....] or as soon as administratively
feasible thereafter.
Participants who claim Excess Elective Deferrals for the
preceding calendar year must submit their claims in writing
to the plan administrator by [....] (enter date between March
1 and April 15).
3. Matching Contributions
( ) Not permitted.
( ) Permitted.
( ) The Employer shall or may (in the event that the
Matching Contribution amount is within the
discretion of the Employer) make Matching
Contributions to the Plan on behalf of:
( ) All Participants who make Elective Deferrals.
( ) All Participants who are Non-Highly
Compensated Employees and who make Elective
Deferrals.
The amount of such Matching Contributions made on behalf of
each such Participant shall be (any one or a combination of
the following may be selected):
( ) An amount or percentage of Elective Deferrals fixed
by appropriate action of the Employer.
( ) [....]% of the Elective Deferrals.
The Employer shall not match Elective Deferrals as provided
above in excess of $[....] or in excess of [....]% of the
Participant's Compensation.
Matching Contributions shall be made during each:
( ) Payroll period.
( ) Month.
( ) Quarter.
( ) Plan Year.
4. Qualified Nonelective Contributions
( ) Not permitted.
( ) The Employer shall have the discretion to contribute
Qualified Nonelective Contributions for any Plan Year in
an amount to be determined each year by the Employer.
( ) Shall be made in an amount equal to [....]% of each
Participant eligible to receive Qualified Nonelective
Contributions.
Qualified Nonelective Contributions will be made on behalf
of:
( ) All Participants who make Elective Deferrals.
( ) All Participants who are Non-Highly Compensated
Employees and who make Elective Deferrals.
B. Forfeitures (Do not complete if 100% immediate vesting is
elected).
Forfeitures of Employer Discretionary Contributions, Matching
Contributions or Excess Aggregate Contributions shall be:
( ) Allocated to Participants in the manner provided in Sections
4.2 and 4.7(d) of the Plan.
( ) Used to reduce future Employer contributions.
C. Contributions Not Limited by Net Profits
Indicate for each type of Employer contribution allowed under the
Plan whether such contributions are to be limited to Net Profits
of the Employer for the taxable year of the Employer ending with
or within the Plan Year.
( ) Yes ( ) No Employer Discretionary Contributions
( ) Yes ( ) No Elective Deferrals
( ) Yes ( ) No Qualified Nonelective Contributions
( ) Yes ( ) No Matching Contributions
XI. DISTRIBUTIONS AND IN-SERVICE WITHDRAWALS
A. Accounts shall be distributable upon a Participant's separation
from service, death, or Total and Permanent Disability, as defined
in the Plan, and, in addition:
( ) Termination of the Plan without establishment or maintenance
of a successor plan.
( ) The disposition to an entity that is not an Affiliated
Employer of substantially all of the assets used by the
Employer in a trade or business, but only if the Employer
continues to maintain the Plan and only with respect to
Participants who continue employment with the acquiring
corporation.
( ) The disposition to an entity that is not an Affiliated
Employer of the Employer's interest in a subsidiary, but only
if the Employer continues to maintain the Plan and only with
respect to Participants who continue employment with such
subsidiary.
( ) Upon attainment of the Plan's Normal Retirement Age.
B. In Addition to A above, Elective Deferrals and Qualified
Nonelective Contributions (as applicable) and income allocable to
such amounts shall be distributable:
( ) Upon the Participant's attainment of age 59-1/2.
( ) On account of a Participant's financial hardship, to the
extent permitted by Section 4.9 of the Plan (Elective
Deferrals Only).
C. In-service withdrawals from a Participant's: ( ) Employer
Discretionary Contribution Account; ( ) Matching Contribution
Account; ( ) Transfer Account, if any ( ) shall; ( ) shall not be
permitted upon the attainment of age 59-1/2. (Permitted only if Plan
is not integrated with Social Security and a Participant's
Employer Discretionary Contribution Account and Matching
Contribution Accounts are 100% vested at time of distribution.)
D. Distribution of benefits upon retirement or death of a Participant
( ) shall; ( ) shall not be subject to the Automatic Annuity
rules of Sections 8.2 of the Plan.
XII. VESTING SERVICE - EXCLUSIONS
All of an Employee's years of Service with the Employer shall be
counted to determine the vested interest of such Employee except:
( ) Years of Service before age 18.
( ) Years of Service before the Employer maintained this Plan or a
predecessor plan.
( ) Years of Service before the effective date of ERISA if such
Service would have been disregarded under the Service Break rules
of the prior plan in effect from time to time before such date.
For this purpose, Service Break rules are rules which result in
the loss of prior vesting or benefit accruals, or deny and
Employee's eligibility to participate by reason of separation or
failure to complete a required period of Service within a
specified period of time.
XIII. VESTING SCHEDULES
The vested interest of each Employee (who has an Hour of Service on or
after January 1, 1989) in his Employer-derived account balance shall be
determined on the basis of the following schedules:
A. Employer Discretionary Contributions.
( ) 100% immediately vested. [Note: Mandatory if more than 1
Eligibility Year of Service is required.]
( ) 100% immediately vested after [....] (not to exceed 5) years
of Service.
( ) [....]% (not less than 20%) vested for each year of Service,
beginning with the [....] (not more than the 3rd) year of
Service until 100% vested.
( ) Other: [....] (Must be at least as favorable as any one of
the above 3 options).
B. Matching Contributions.
( ) 100% immediately vested. [Note: Mandatory if more than 1
Eligibility Year of Service is required.]
( ) 100% immediately vested after [....] (not to exceed 5) years
of Service.
( ) [....]% (not less than 20%) vested for each year of Service,
beginning with the [....] (not more than the 3rd) year of
Service until 100% vested.
( ) Other: [....] (Must be at least as favorable as any one of
the above 3 options).
C. Top Heavy Minimum Vesting Schedules.
One of the following schedules will be used for years when the
Plan is or is deemed to be Top-Heavy.
( ) 100% immediately vested after [....] (not to exceed 3) years
of Service.
( ) 20% vested after 2 years of Service, plus [....]% vested (not
less than 20%) for each additional year of Service until 100%
vested.
( ) Other: [....] (Note: Must be at least as favorable as either
of the two schedules in this Section C).
If the vesting schedule under the Plan shifts in or out of the
Minimum Schedule above for any Plan Year because of the Plan's
Top-Heavy status, such shift is an amendment to the vesting
schedule and the election in Section 7.3 of the Plan applies.
XIV. LIFE INSURANCE
Life insurance ( ) shall; ( ) shall not be a permissible investment.
XV. LOANS
Loans ( ) shall; ( ) shall not be permitted.
XVI. TOP-HEAVY PROVISIONS
A. Top Heavy Status
( ) The provisions of Article XIII of the Plan shall always
apply.
( ) The provisions of Article XIII of the Plan shall only apply
in Plan Years after 1983, during which the Plan is or becomes
Top-Heavy.
B. Minimum Allocation
If the Employer has adopted Sponsor's paired defined contribution
plan number 01001, 01004 or 01005 in addition to this Plan, then
the minimum allocation required by Section 13.3 will be provided (
) under this Plan; ( ) under such other paired defined
contribution plan. If the Employer has adopted Sponsor's paired
defined benefit plan number 02001, then Participants in this Plan
(or another paired defined contribution plan) who are covered
under the paired defined benefit plan shall receive the top-heavy
minimum benefit under the paired defined benefit plan and shall
receive no minimum allocation.
If a Participant in this Plan who is a Non-Key Employee is covered
under another qualified plan maintained by the Employer, other
than a paired plan of the Sponsor, the minimum Top Heavy
allocation or benefit required under Section 416 of the Code shall
be provided to such Non-Key Employee under:
( ) this Plan.
( ) the Employer's other qualified defined contribution plan.
( ) the Employer's qualified defined benefit plan.
( ) other: _______________________________________.
C. Determination of Present Value
If the Employer maintains a defined benefit plan in addition to
this Plan, and such plan fails to specify the interest rate and
mortality table to be used for purposes of establishing present
value to compute the Top-Heavy Ratio, then the following
assumptions shall be used:
Interest Rate [....]% Mortality Table [....]
XVII. LIMITATION ON ALLOCATIONS
If the Employer maintains or has ever maintained another qualified plan
(other than the Sponsor's paired defined contribution plan number
01001, 01004, 01005, or 01006 or the Sponsor's paired defined benefit
plan number 02001), in which any Participant in this Plan is (or was) a
Participant or could possibly become a Participant, the adopting
Employer must complete this Section. The Employer must also complete
this Section if it maintains a welfare benefit fund, as defined in
Section 419(e) of the Code, or an individual medical account, as
defined in Section 415(l)(2) of the Code, under which amounts are
treated as Annual Additions with respect to any Participant in the
Plan. (If the Employer maintains only paired plans of the Sponsor this
Section should not be completed.)
(a) If a Participant is covered under another qualified defined
contribution plan maintained by the Employer, other than a Master
or Prototype Plan, Annual Additions for any Limitation Year shall
be limited to comply with Section 415(c) of the Code:
( ) in accordance with Section 6.4 (e) - (j) as though the other
plan were a Master or Prototype Plan.
( ) by freezing or reducing Annual Additions in the other
qualified defined contribution plan.
( ) other: _______________________________________________.
(b) If a Participant is or has ever been a participant in a qualified
defined benefit plan maintained by the Employer, the "1.0"
aggregate limitation of Section 415(e) of the Code shall be
satisfied by:
( ) freezing or reducing the rate of benefit accrual under the
qualified defined benefit plan.
( ) freezing or reducing the Annual Additions under this Plan
(or, if the Employer maintains more than one qualified
defined contribution plan, as indicated in (a) above).
( ) other: _______________________________________________.
XVIII. INVESTMENTS
Participants ( ) shall; ( ) shall not be permitted to direct the
investment of their Accounts in the investment options selected by the
Employer or the Committee.
XIX. EMPLOYER REPRESENTATIONS
The Employer hereby represents that:
a. It is aware of, and agrees to be bound by, the terms of the Plan.
b. It understands that the Sponsor will not furnish legal or tax
advice in connection with the adoption or operation of the Plan
and has consulted legal and tax counsel to the extent necessary.
c. The failure to properly fill out this Adoption Agreement may
result in disqualification of the Plan.
XX. RELIANCE ON PLAN QUALIFICATION
An Employer who has ever maintained or who later adopts any plan
(including, after December 31, 1985, a welfare benefit fund, as defined
in Section 419(e) of the Code which provides post-retirement medical
benefits allocated to separate accounts for Key Employees, as defined
in Section 419A(d)(3) of the Code, or an individual medical account, as
defined in Section 415(l)(2) of the Code) in addition to this Plan
(other than the Sponsor's paired defined contribution plan number
01001, 01004, or 01005, or the Sponsor's paired defined benefit plan
number 02001), may not rely on the opinion letter issued by the
National Office of the Service as evidence that this Plan is qualified
under Section 401 of the Code. If an Employer who adopts or maintains
multiple plans wishes to obtain reliance that his or her plans are
qualified, application for a determination letter should be made to the
appropriate key district office of the Internal Revenue Service.
The Employer may not rely on the opinion letter issued by the National
Office of the Internal Revenue Service as evidence that this Plan is
qualified under Section 401 of the Code unless the terms of the Plan,
as herein adopted or amended, that pertain to the requirements of
Sections 401(a)(4), 401(a)(17), 401(l), 401(a)(5), 410(b) and 414(s) of
the Code, as amended by the Tax Reform Act of 1986, or later laws, (a)
are made effective retroactively to the first day of the first Plan
Year beginning after December 31, 1988 (or such later date on which
these requirements first become effective with respect to this Plan);
or (b) are made effective no later than the first day on which the
Employer is no longer entitled, under regulations, to rely on a
reasonable, good faith interpretation of these requirements, and the
prior provisions of the Plan constitute such an interpretation.
XXI. PROTOTYPE PLAN DOCUMENTS
This Adoption Agreement may be used only in conjunction with the
Dreyfus Prototype Defined Contribution Plan, Basic Plan Document No.
01, and the Dreyfus Trust Agreement both as amended from time to time.
In the event the Sponsor amends the Basic Plan Document or this
Adoption Agreement or discontinues this type of plan, it will inform
the Employer. The Sponsor, The Dreyfus Corporation is available to
answer questions regarding the intended meaning of any Plan provisions,
adoption of the Plan and the effect of an Opinion Letter, at 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144 [(516) 338-3418].
IN WITNESS WHEREOF, the Employer and the Trustee executed this instrument
the ____day of __________, 19__. If applicable, the appropriate corporate
seal has been affixed and attested to.
_______________________
Name of Business Entity
_________________________________
Signature (Sole Proprietors only)
By: ____________________________________________
Name and Title (Corporations or Partnerships)
ATTEST:
____________________________
Secretary (Corporations only)
SEAL:
__________________
Name of Trustee(s)
_____________________________
Signature (Individual Trustee)
_____________________________
Signature (Individual Trustee)
By: _______________________________________
Name and Title (Corporate Trustee only)
ADOPTION AGREEMENT
DREYFUS STANDARDIZED/PAIRED
PROTOTYPE TARGET BENEFIT PLAN AND TRUST
PLAN NUMBER 01004
IRS SERIAL NUMBER D262554a
The Employer named in Section I.A. below hereby establishes or restates a
Target Benefit Plan ("Plan") and Trust, consisting of such sums as shall be
paid to the Trustee(s) under the Plan, the investments thereof and earnings
thereon. The terms of the Plan and Trust are set forth in this Adoption
Agreement and the applicable provisions of the Dreyfus Prototype Defined
Contribution Plan, Basic Plan Document No. 01, and the Dreyfus Trust
Agreement, both as amended from time to time, which are hereby adopted and
incorporated herein by reference.
I. BASIC PROVISIONS
A. Employer's Name: [....]
Address: [....]
B. The Employer is a ( ) corporation; ( ) S Corporation; ( )
partnership; ( ) Sole Proprietor; ( ) Other: [....]
C. Employer's Tax ID Number: [....]
D. Employer's fiscal year: [....]
E. Plan Name: [....]
F. If this is a new Plan, the Effective Date of the Plan is:
If this is an amendment and restatement of an existing Plan, enter
the original Effective Date [....]. The effective date of this
amended Plan is [....].
G. The Trustee shall be:
( ) The Dreyfus Trust Company
( ) Other: (Name) [....]
(Address)[....]
(Address)[....]
(Phone #)[....]
H. Anniversary Date: [....]
I. Plan Year shall mean the 12-consecutive-month period commencing on
______ /________and ending on ______/_______.
J.Service with the following predecessor employer(s) shall be credited
for purposes of vesting and eligibility: [....]
Note: Such Service must be provided if the adopting Employer
maintains the plan of the predecessor employer.
K. The following employer(s) aggregated with the Employer under
Section 414(b), (c), (m) or (o) of the Internal Revenue Code
("Code") shall be Participating Employers in the Plan: [....]
L. Are all employers associated with the Employer under Section
414(b), (c), (m) or (o) of the Code participating in the Plan?
( ) Yes ( ) No
II. HOURS OF SERVICE
Hours of Service under the Plan will be determined for all Employees on
the basis of the method selected below:
( ) On the basis of actual hours for which an Employee is paid or
entitled to payment.
( ) On the basis of days worked. An Employee will be credited with
ten (10) Hours of Service for any day such Employee would be
credited with at least one (1) Hour of Service during the day
under the Plan.
( ) On the basis of weeks worked. An Employee will be credited with
forty-five (45) Hours of Service for any week such Employee would
be credited with at least one (1) Hour of Service during the week
under the Plan.
( ) On the basis of semi-monthly payroll periods. An Employee will be
credited with ninety-five (95) Hours of Service for any
semi-monthly payroll period such Employee would be credited with
at least one (1) Hour of Service under the Plan.
( ) On the basis of months worked. An Employee will be credited with
one hundred ninety (190) Hours of Service for any month such
Employee would be credited with at least one (1) Hour of Service
under the Plan.
( ) On the basis of elapsed time.
III. ELIGIBLE EMPLOYEES
All Employees shall be Eligible Employees, except:
( ) Employees included in a unit of Employees covered by a collective
bargaining agreement between the Employer and employee
representatives, if retirement benefits were the subject of good
faith bargaining and if two percent or less of the Employees of
the Employer who are covered pursuant to that agreement are
professionals as defined in Section 1.410(b)-9 of the Income Tax
Regulations. For this purpose, the term "employee
representatives" does not include any organization more than half
of whose members are Employees who are owners, officers, or
executives of the Employer.
( ) Employees who are nonresident aliens and who receive no earned
income from the Employer which constitutes income from sources
within the United States.
Note: The term Employee includes all Employees of the Employer and
any employer required to be aggregated with the Employer
under Section 414(b), (c), (m) or (o) of the Code, and
individuals considered employees of any such employer under
Section 414(n) or (o) of the Code.
If the Employer adopts Sponsor's paired defined contribution plan
number 01001, 01003, 01005 or 01006 or paired defined benefit plan
number 02001 in addition to this Plan, the definition of "Eligible
Employee" in all paired plans of the Employer must be identical in
order for the Employer to be able to designate in Section XV one
of the paired plans to provide the required minimum allocation to
each Non-Key Employee in the event the Plan becomes Top-Heavy. If
the definition of "Eligible Employee" in all paired plans of the
Employer is not identical, Section 13.1 through 13.4 shall apply
in the event the Plan becomes Top-Heavy.
IV. AGE AND SERVICE REQUIREMENTS
Each Eligible Employee shall become a Participant on the Entry Date
coincident with or following completion of the following age and
service requirements:
( ) No age or service requirement.
( ) The attainment of age [....] (not to exceed age 21).
( ) The completion of [....] (not to exceed 1, unless 100% immediate
vesting is elected, in which case, may not exceed 2) Eligibility
Years of Service. [Note: If more than 1 Eligibility Year of
Service is required, Participants must be 100% immediately vested.
If the Eligibility Years of Service is or includes a fractional
year, an Employee may not be required to complete any specified
number of Hours of Service to receive credit for such fractional
year.
V. ENTRY DATE
The Entry Date shall mean:
( ) Annual Entry. The first day of the Plan Year. Note: If Annual
Entry is selected, the age and service requirements cannot exceed
20-1/2 and 1/2 Eligibility Year of Service. (1-1/2 Eligibility
Years of Service for Employer Discretionary Contributions if 100%
immediate vesting is elected.)
( ) Dual Entry. The first day of the Plan Year and the first day of
the seventh month of the Plan Year.
( ) Quarterly Entry. The first day of the Plan Year and the first day
of the fourth, seventh and tenth months of the Plan Year.
( ) Monthly Entry. The first day of the Plan Year and the first day
of each following month of the Plan Year.
VI. COMPENSATION
Compensation shall mean all of each Participant's:
( ) Information required to be reported under Sections 6041, 6051,and
6052 of the Code. (Wages, tips and other compensation box on Form
W-2) Compensation is defined as wages as defined in Section
3401(a) and all other payments of compensation to the Employee by
the Employer (in the course of the Employer's trade or business)
for which the Employer is required to furnish the Employee a
written statement under Sections 6041(d) and 6051(a)(3) of the
Code. Compensation must be determined without regard to any rules
under Section 3401(a) that limit the remuneration included in
wages based on the nature or location of the employment or
services performed (such as the exception for agricultural labor
in Section 3401(a)(2) of the Code). This definition of
Compensation shall exclude amounts paid or reimbursed by the
Employer for moving expenses incurred by an Employee, but only to
the extent that at the time of the payment it is reasonable to
believe that these amounts are deductible by the Employee under
Section 217 of the Code.
( ) Section 3401(a) wages. Compensation is defined as wages within
the meaning of Section 3401(a) of the Code for purposes of income
tax withholding at the source but determined without regard to any
rules that limit the remuneration included in wages based on the
nature or location of the employment or the services performed
(such as the exception for agricultural labor in Section
3401(a)(2) of the Code).
( ) Section 415 safe-harbor compensation. Compensation is defined as
wages, salaries, and fees for professional services and other
amounts received (without regard to whether or not an amount is
paid in cash) for personal services actually rendered in the
course of employment with the Employer to the extent that the
amounts are includible in gross income (including, but not limited
to, commissions paid salesmen, compensation for services on the
basis of a percentage of profits, commissions on insurance
premiums, tips, bonuses, fringe benefits, and reimbursements or
other expense allowances under a nonaccountable plan (as described
in Section 1.62-2(c)), and excluding the following:
(a) Employer contributions to a plan of deferred compensation
which are not includible in the Employee's gross income for
the taxable year in which contributed, or Employer
contributions under a simplified employee pension plan
described in Section 408(k), or any distributions from a plan
of deferred compensation regardless of whether such amounts
are includible in the gross income of the Employee;
(b) Amounts realized from the exercise of a nonqualified stock
option, or when restricted stock (or property) held by the
Employee either becomes freely transferable or is no longer
subject to a substantial risk of forfeiture;
(c) Amounts realized from the sale, exchange or other disposition
of stock acquired under a qualified stock option; and
(d) Other amounts which receive special tax benefits, such as
premiums for group-term life insurance (but only to the
extent that the premiums are not includible in the gross
income of the Employee), or contributions made by the
Employer (whether or not under a salary reduction agreement)
towards the purchase of an annuity contract described in
Section 403(b) of the Code (whether or not the contributions
are actually excludable from the gross income of the
Employee).
which is actually paid to the Participant during
( ) the Plan Year.
( ) the calendar year ending with or within the Plan Year.
( ) Compensation shall be reduced by all of the following items (even
if includible in gross income): reimbursements or other expense
allowances, fringe benefits (cash and noncash), moving expenses,
deferred compensation and welfare benefits.
Compensation ( ) shall; ( ) shall not include Employer contributions
made pursuant to a salary reduction agreement with an Employee which
are not includible in the gross income of the Employee by reason of
Sections 125, 402(e)(3), 402(h)(1)(B) or 403(b) of the Code.
For any Self-Employed Individual covered under the Plan, Compensation
means Earned Income.
VII. LIMITATION YEAR
Limitation Year shall mean the 12-consecutive-month period:
( ) Identical to the Plan Year.
( ) Identical to the Employer's fiscal year ending with or within the
Plan Year of reference.
( ) As fixed by a resolution of the Board of Directors of the
Employer, or the Employer if no Board of Directors exists.
VIII. NORMAL RETIREMENT AGE
Normal Retirement Age shall mean:
( ) Age [....] (not to exceed 65).
( ) The later of:
( ) (i) age [....] (not to exceed 65), or
( ) (ii)the [....] (not to exceed 5th) anniversary of the
participation commencement date. If, for Plan Years
beginning before January 1, 1988, normal retirement age was
determined with reference to the anniversary of the
participation commencement date (more than 5 but not to
exceed 10 years), the anniversary date for Participants who
first commenced participation under the Plan before the first
Plan Year beginning on or after January 1, 1988, shall be the
earlier of (A) the tenth anniversary of the date the
Participant commenced participation in the plan (or such
anniversary as had been elected by the Employer, if less than
10) or (B) the fifth anniversary of the first Plan Year
beginning on or after January 1, 1988. The participation
commencement date is the first day of the first Plan Year in
which the Participant commenced participation in the Plan.
IX. EARLY RETIREMENT AGE
Early Retirement Age shall mean:
( ) There shall be no early retirement provision in this Plan.
( ) Age [....].
( ) Age [....] and [....] Years of Service.
X. EMPLOYER CONTRIBUTIONS
A. Employer Contributions
For each Plan Year the Employer will contribute for each
Participant who either completes more than 500 Hours of Service
(if the Plan utilizes the elapsed time method in lieu of counting
Hours of Service, the completion of either 91 consecutive calendar
days or 3 consecutive calendar months may be substituted for 500
Hours of Service) during the Plan Year or is employed on the last
day of the Plan Year the annual Employer contribution calculated
below. The annual Employer contribution necessary to fund the
Stated Benefit with respect to a Participant will be determined
each year as follows:
Step 1: If the Participant has not yet reached Normal Retirement
Age, calculate the present value of the Stated Benefit by
multiplying the Stated Benefit by the factor that is the product
of: i) the applicable factor in Table I (if attained (current) age
is less than 65) or Table IA (if attained age is greater than or
equal to 65), multiplied by (ii) the applicable factor in Table
III. If the Participant is at or beyond Normal Retirement Age,
calculate the present value of the Stated Benefit by multiplying the Stated
Benefit by the factor in Table IV corresponding to that Normal Retirement
Age.
Step 2: Calculate the excess, if any, of the amount determined in
Step 1 over the Theoretical Reserve (see below).
Step 3: Amortize the result in Step 2 by multiplying it by the
applicable factor from Table II. For the Plan Year in which the
Participant attains Normal Retirement Age and for any subsequent
Plan Year, the applicable fact is 1.0.
For purposes of this Section, the Theoretical Reserve is
determined according to (i) and (ii) below:
(i) Initial Theoretical Reserve. A Participant's
Theoretical Reserve as of the last day of the
Participant's first year of projected participation
(year 1) is zero. However, if this Plan is a prior safe
harbor plan with a stated benefit formula that takes
into account Plan Years prior to the first Plan Year
this Plan satisfies the safe harbor in Regulations
Section 1.401(a)(4)-8(b)(3)(C), the initial Theoretical
Reserve is determined as follows:
(A) Calculate as of the last day of the Plan Year
immediately preceding year 1 the present value of the
Stated Benefit, using the actuarial assumptions, the
provisions of the Plan, and the Participant's
Compensation as of such date. For a Participant who is
beyond Normal Retirement Age during year 1, the Stated
Benefit will be determined using the actuarial
assumptions, the provisions of the Plan, and the
Participant's Compensation as of such date, except that
the straight life annuity factor used in that
determination will be the factor applicable for the
Participant's Normal Retirement Age.
(B) Calculate as of the last day of the Plan Year
immediately preceding year 1 the present value of future
Employer contributions, i.e., the contributions due each
Plan Year using the actuarial assumptions, the
provisions of the Plan (disregarding those provisions of
the Plan providing for the limitations of Section 415 of
the Code or the minimum contributions under Section 416
of the Code), and the Participant's Compensation as of
such date, beginning with year 1 through the end of the
Plan Year in which the Participant attains Normal
Retirement Age.
(C) Subtract the amount determined in (B) from the
amount determined in (A).
(ii)Accumulate the initial Theoretical Reserve determined in
(i) and the Employer contribution (as limited by Section
415 of the Code, but without regard to any required
minimum contributions under Section 416 for each Plan
Year beginning in year 1 up through the last day of the
current Plan Year (excluding contributions(s) (if any)
for the current Plan Year) using the Plan's interest
assumption in effect for each such year. In any Plan
Year following the Plan Year in which the Participant
attains Normal Retirement Age, the accumulation is
calculated assuming an interest rate of 0%.
For purposes of determining the level of annual Employer
contribution necessary to fund the Stated Benefit, the
calculations in (i) and (ii) above will be made as of the last day
of each Plan Year, on the basis of the Participant's age on the
Participant's last birthday, using the interest rate in effect on
the last day of the prior Plan Year.
For purposes of determining the annual Employer contribution
necessary to fund the Stated Benefit, the interest rate will be:
( ) 7.50%
( ) 8.00%
( ) 8.50%
TABLE I: Present value factors (See * below)
_______ _____________
Number of years Interest Rate
________________ _____________
from attained age
to age 65* 7.50% 8.00% 8.50%
__________ _____ ______ _____
1 7.868 7.589 7.326
2 7.319 7.027 6.752
3 6.808 6.506 6.223
4 6.333 6.024 5.736
5 5.891 5.578 5.286
6 5.480 5.165 4.872
7 5.098 4.782 4.491
8 4.742 4.428 4.139
9 4.412 4.100 3.815
10 4.104 3.796 3.516
11 3.817 3.515 3.240
12 3.551 3.255 2.986
13 3.303 3.014 2.752
14 3.073 2.790 2.537
15 2.859 2.584 2.338
16 2.659 2.392 2.155
17 2.474 2.215 1.986
18 2.301 2.051 1.831
19 2.140 1.899 1.687
20 1.991 1.758 1.555
21 1.852 1.628 1.433
22 1.723 1.508 1.321
23 1.603 1.396 1.217
24 1.491 1.293 1.122
25 1.387 1.197 1.034
26 1.290 1.108 0.953
27 1.200 1.026 0.878
28 1.116 0.950 0.810
29 1.039 0.880 0.746
30 0.966 0.814 0.688
31 0.899 0.754 0.634
32 0.836 0.698 0.584
33 0.778 0.647 0.538
34 0.723 0.599 0.496
35 0.673 0.554 0.457
36 0.626 0.513 0.422
37 0.582 0.475 0.389
38 0.542 0.440 0.358
39 0.504 0.407 0.330
40 0.469 0.377 0.304
41 0.436 0.349 0.280
42 0.406 0.323 0.258
43 0.377 0.299 0.238
44 0.351 0.277 0.219
45 0.327 0.257 0.202
* If a Participant's attained age is at or above 65 but still below
the Participant's Normal Retirement Age, use Table IA.
Note: These factors are based on the UP-1984
Mortality Table.
TABLE IA: Present value factors for Participants below Normal
_________
Retirement Age (to be used only when attained age is greater than,
or equal to, 65.)
Number of years Interest Rate
from age 65 to ______________
attained age 7.50% 8.00% 8.50%
____________ ______ _______ ______
0 8.458 8.196 7.949
1 9.092 8.852 8.625
2 9.774 9.560 9.358
3 10.507 10.325 10.153
4 11.295 11.151 11.016
5 12.143 12.043 11.953
6 13.053 13.006 12.969
7 14.032 14.047 14.071
8 15.085 15.170 15.267
9 16.216 16.384 16.565
10 17.432 17.695 17.973
11 18.740 19.110 19.500
12 20.145 20.639 21.158
13 21.656 22.290 22.956
14 23.280 24.073 24.907
15 25.026 25.999 27.025
Note: These factors are based on the UP-1984 Mortality Table.
TABLE II: Amortization factors
_________
Number of years
from attained age Interest Rate
__________________ ______________
to Normal
Retirement Age 7.50% 8.00% 8.50%
_______________ _____ ______ ______
1 0.5181 0.5192 0.5204
2 0.3577 0.3593 0.3609
3 0.2777 0.2796 0.2184
4 0.2299 0.2139 0.2339
5 0.1982 0.2003 0.2024
6 0.1756 0.1778 0.1801
7 0.1588 0.1611 0.1634
8 0.1458 0.1482 0.1506
9 0.1355 0.1380 0.1405
10 0.1272 0.1297 0.1323
11 0.1203 0.1229 0.1255
12 0.1145 0.1171 0.1198
13 0.1096 0.1123 0.1151
14 0.1054 0.1082 0.1110
15 0.1018 0.1046 0.1075
16 0.0986 0.0988 0.1018
17 0.0958 0.0988 0.1018
18 0.0934 0.0964 0.0994
19 0.0912 0.0943 0.0974
20 0.0893 0.0924 0.0956
21 0.0876 0.0908 0.0940
22 0.0861 0.0893 0.0925
23 0.0847 0.0879 0.0912
24 0.0835 0.0867 0.0901
25 0.0823 0.0857 0.0890
26 0.0813 0.0847 0.0881
27 0.0804 0.0838 0.0872
28 0.0795 0.0830 0.0865
29 0.0788 0.0822 0.0858
30 0.0781 0.0816 0.0851
31 0.0774 0.0810 0.0846
32 0.0768 0.0804 0.0840
33 0.0763 0.0804 0.0836
34 0.0758 0.0794 0.0831
35 0.0753 0.0790 0.0827
36 0.0749 0.0786 0.0824
37 0.0745 0.0783 0.0820
38 0.0742 0.0779 0.0817
39 0.0739 0.0776 0.0815
40 0.0736 0.0774 0.0812
41 0.0733 0.0771 0.0810
42 0.0730 0.0769 0.0808
43 0.0728 0.0767 0.0806
44 0.0726 0.0765 0.0804
45 0.0724 0.0763 0.0802
TABLE III: Factors to be multiplied by those in Table I.
________
Normal
Retirement Interest Rate
___________ ______________
Age 7.50% 8.00% 8.50%
____ ______ _____ ______
80 0.206 0.194 0.184
79 0.231 0.219 0.207
78 0.258 0.246 0.234
77 0.289 0.276 0.263
76 0.322 0.309 0.296
75 0.359 0.346 0.333
74 0.400 0.387 0.374
73 0.446 0.432 0.419
72 0.495 0.482 0.469
71 0.549 0.537 0.525
70 0.609 0.597 0.586
69 0.674 0.664 0.653
68 0.745 0.736 0.728
67 0.822 0.816 0.810
66 0.907 0.904 0.900
65 1.000 1.000 1.000
64 1.101 1.106 1.110
63 1.212 1.221 1.231
62 1.332 1.348 1.363
61 1.464 1.486 1.509
60 1.606 1.637 1.669
59 1.761 1.802 1.844
58 1.929 1.982 2.036
57 2.111 2.177 2.246
56 2.309 2.390 2.475
55 2.523 2.622 2.726
Note: These factors are based on the UP-1984 Mortality Table.
TABLE IV: Factors for Participants who are at or beyond Normal
_________
Retirement Age.
Normal Interest Rate
_______ ______________
Retirement
Age 7.50% 8.00% 8.50%
___ ______ _____ ______
80 5.151 5.053 4.959
79 5.370 5.264 5.162
78 5.591 5.476 5.366
77 5.814 5.690 5.572
76 6.039 5.905 5.777
75 6.266 6.122 5.985
74 6.494 6.339 6.192
73 6.721 6.556 6.398
72 6.947 6.771 6.603
71 7.171 7.983 6.804
70 7.392 7.192 7.003
69 7.610 7.399 7.198
68 7.825 7.601 7.389
67 8.037 7.801 7.577
66 8.248 7.999 7.764
65 8.458 8.196 7.949
64 8.666 8.390 8.131
63 8.870 8.581 8.311
62 9.072 8.770 8.485
61 9.270 8.954 8.657
60 9.463 9.133 8.825
59 9.651 9.307 8.986
58 9.834 9.477 9.143
57 10.012 9.461 9.295
56 10.186 9.801 9.442
55 10.354 9.955 9.585
Note: These factors are based on the UP-1984 Mortality Table.
B. Nonintegrated Benefit Formula
( ) Flat Benefit
Each Participant's Stated Benefit is equal to _____% of Average
Annual Compensation (reduced pro rate for the Participant's years of
projected participation less that 25) payable annually as a straight
life annuity beginning at Normal Retirement Age.
( ) Unit Credit
Each Participant's Stated Benefit is equal to _____% of Average Annual
Compensation multiplied by the Participant's years of projected
participating up to a maximum of ______ (no less than 25), payable
annually as a straight life annuity beginning at Normal Retirement Age.
The first day of the first Plan Year taken into account under this
Stated Benefit formula will be ________.
( ) Step Rate
Each Participant's Stated Benefit will be payable annually as a
straight life annuity beginning at Normal Retirement Age, in an amount
equal to _____percent of Average Annual Compensation (R1) per year
for the first _____years of the Participant's years of projected
participation (y) and ____percent (R2) of Average Annual Compensation
per year for the next _____years of the Participant's years of
projected participation (such that the total years of projected
participation taken into account under R1 and R2 is not less than 33).
If y is less that 33, R2 will be not less than:
(R1) - (25 - y)
_______________
33 - y
(but in no case less than 0),
and not greater than: (R1) (44 - y).
_____________
33 - y
For purposes of determining a Participant's Stated Benefit, a
Participant's years of projected participation under the Plan is the
sum of (1) and (2), where (1) is the number of years during which the
Participant benefited under this Plan beginning with the latest of: (a)
the first Plan Year in which the Participant benefited under the Plan,
(b) the first Plan Year taken into account in the Stated Benefit
formula, and (c) any Plan Year immediately following a Plan Year in
which the Plan did not satisfy the safe harbor for target benefit plans
in Regulations Section 1.401(a)(4)-8(b)(3), and ending with the last
day of the current Plan Year, and (2) is the number of years, if any,
subsequent to the current Plan Year through the end of the Plan Year in
which the Participant attains Normal Retirement Age.
For purposes of this definition of Years of Projected Participation, if
this Plan is a prior safe harbor plan, the Plan is deemed to satisfy
the safe harbor for target benefit plans in Regulations Section
1.401(a)(4)-8(b)(3) and a Participant is treated as benefiting under
the Plan in any Plan Year beginning prior to January 1, 1994.
A prior safe harbor plan is a plan that (1) was adopted and in effect
on September 19, 1991, (2) which on that date contained a stated
benefit formula that took into account service prior to that date, and
(3) satisfied the applicable nondiscrimination requirements for target
benefit plans for those prior years. For purposes of determining
whether a plan satisfies the applicable nondiscrimination requirements
for target benefit plans for Plan Years beginning before January 1,
1994, no amendments after September 19, 1991, other than amendments
necessary to satisfy Section 401(l) of the Code, will be taken into
account.
For purposes of this Section, Average Annual Compensation means the
average of a Participant's annual Compensation, as defined in Article
VI of the Plan, over the three (3) consecutive plan year period ending
in the current year or in any prior year that produces the highest
average. If the Participant has less than three (3) years of
participation in this Plan, Compensation is averaged over the
Participant's total period of participation.
C. Integrated Benefit Formula
Subject to the overall permitted disparity limit below, each
Participant's Stated Benefit under the Plan is a straight life annuity
commencing at Normal Retirement Age in an amount:
[EXCESS BENEFIT PLAN]
( ) Unit Benefit
Equal to the sum of (a) and (b) below:
(a) ______% (base benefit percentage) times Average Annual
Compensation up to the Integration Level for the Plan Year times
the Participant's years of projected participation plus a benefit
equal to ____% (excess benefit percentage, not to exceed the
base benefit percentage by more than the Maximum Excess Allowance)
times Average Annual Compensation in excess of the Integration
Level for the Plan Year times the Participant's years of
projected participation. The maximum number of years of
projected participation taken into account under this paragraph
(a) will be __________(may not be less than 25 and may not exceed
35). However, the number of years of projected participation
taken into account in the preceding sentence for any Participant
may not exceed the Participant's Cumulative Permitted Disparity
Limit.
The Participant's Cumulative Permitted Disparity Limit is equal to 35
minus: (1) the number of years the Participant benefited under this
Plan prior to the Participant's first year of projected participation,
and (2) the number of years credited to the Participant for allocation
or accrual purposes under one or more qualified plans or simplified
employee pension plans (whether or not terminated) ever maintained by
the Employer) other than years counted in (1) above or counted toward a
Participant's years of projected participation). For purposes of
determining the Participant's Cumulative Permitted Disparity Limit, all
Plan Years ending in the same calendar year are treated as the same
year.
(b) ____% (not to exceed the excess benefit percentage) times Average
Annual Compensation for each year of projected participation after the
period taken into account under paragraph (a). (If the number of years
of projected participation taken into account under paragraph (a) is
less than 35 (as modified by the Participant's Cumulative Permitted
Disparity Limit), then for each year of projected participation after
the period taken into account under paragraph (a) up to and including
the 35th year of participation (as modified by the Participant's
Cumulative Permitted Disparity Limit), this percentage will be equal to
the excess benefit percentage.) The maximum number of years of
projected participation taken into account under this paragraph will be
________________________________________________________________________.
The Maximum Excess Allowance is equal to the lesser of: (1) the base
benefit percentage, or (2) the applicable factor determined from Tables
I or II in Section B below.
Overall permitted disparity limit: Notwithstanding paragraphs (a) and
(b) above, for any Plan Year this Plan benefits any Participant who
benefits under another qualified plan or simplified employee pension
maintained by the Employer that provides for permitted disparity (or
imputes permitted disparity), the Stated Benefit for all Participants
under this Plan will be equal to the excess benefit percentage above
times the Participant's total Average Annual Compensation times the
Participant's years of projected participation under the Plan up to the
maximum years of projected participation taken into account in
paragraphs (a) and (b).
( ) Flat Benefit
Equal to ___% times Average Annual Compensation up to the Integration
Level for the Plan Year (base benefit percentage) plus a benefit equal
to ____% (excess benefit percentage) (not to exceed the base benefit
percentage by more than the Maximum Excess Allowance) times Average
Annual Compensation in excess of the Integration Level for the Plan
Year.
The Maximum Excess Allowance is equal to the lesser of: (1) the base
benefit percentage, or (2) 35 times the applicable factor determined
from Tables I or II in Section B below.
For a Participant with less than 35 years of projected participation,
the base benefit percentage and the excess benefit percentage will be
reduced by being multiplied by a fraction, the numerator of which is
the Participant's years of projected participation, and the
denominator of which is 35.
Cumulative permitted disparity reduction: If the number of the
Participant's cumulative permitted disparity years exceeds 35, the
excess benefit percentage will be reduced as provided below. A
Participant's cumulative permitted disparity years consists of the sum
of: (1) the Participant's years of projected Participation (up to
35), (2) the number of years the Participant benefited or is treated as
having benefited under this Plan prior to the Participant's first year
of projected participation, to the Participant's first year of
projected participation, and (3) the number of years credited to the
Participant for allocation or accrual purposes under one or more
qualified plans or simplified employee pension plans (whether or not
terminated) ever maintained by the employer (other than years counted
in (1) or (2) above.) For purposes of determining the Participant's
Cumulative Permitted Disparity Limit, all Plan Years ending in the same
calendar year are treated as the same year.
If the cumulative permitted disparity reduction is applicable, the
excess benefit percentage will be reduced as follows:
(A) Subtract the Participant's base benefit percentage from the
participant's excess benefit percentage, (after modification in
accordance with the paragraph preceding this cumulative permitted
disparity reduction).
(B) Multiply the result determined in (A) by a fraction (not less than
0), the numerator of which is 35 minus the sum of the years in (2) and
(3) above, and the denominator of which is 35.
(C) The Participant's excess benefit percentage is equal to the sum of
the result in (B) and the Participant's base benefit percentage, as
otherwise modified.
Overall permitted disparity limit: Notwithstanding the above, for any
Plan Year this Plan benefits any Participant who benefits under another
qualified plan or simplified employee pension plan maintained by the
Employer that provides for permitted disparity, (or imputes permitted
disparity), the Stated Benefit for all Participants under this Plan
will be equal to the excess benefit percentage entered into the benefit
formula above multiplied by the Participant's total Average Annual
Compensation under the Plan (prorated for years of projected
participation less than 35).
[OFFSET PLAN]
( ) Unit Credit
Equal to the sum of (a) and (b) below:
(a) ____% (gross benefit percentage) times Average Annual
Compensation for the Plan Year times the Participant's years of
projected participation offset by ______% (not to exceed the
Maximum Offset Allowance) times Final Average Compensation up to the
Offset Level times the Participant's total years of projected
participation. The maximum number of years of projected participation
taken into account under this paragraph will be ______(may not be
less than 25 and may not exceed 35). However, the number of years of
projected participation taken into account in the preceding sentence
for any Participant may not exceed the Participant's Cumulative
Permitted Disparity Limit. The Participant's Cumulative Permitted
Disparity Limit is equal to 35 minus: (1) the number of years the
Participant benefited under this Plan prior to the Participant's first
year of projected participation, and (2) the number of years credited
to the Participant for allocation or accrual purposes under one or more
qualified plans or simplified employee pension plans (whether or not
terminated) ever maintained by the Employer (other than years counted
in (1) above or counted toward a Participant's years of projected
participation). For purposes of determining the Participant's
Cumulative Permitted Disparity Limit, all Plan Years ending in the same
calendar year are treated as the same year.
(b) ___% (not to exceed the gross benefit percentage) times Average
Annual Compensation for each year of projected participation after the
period set forth in paragraph (a). (If the number of years of
projected participation set forth in paragraph (a) is less than 35 (as
modified by the Participant's Cumulative Permitted Disparity Limit),
then for each year of projected participation after the period set
forth under paragraph (a) up to and including the 35th year of
projected participation (as modified by the Participant's Cumulative
Permitted Disparity Limit), this percentage will be equal to the gross
benefit percentage.) The maximum number of years of projected
participation taken into account under this paragraph will be ______.
The maximum offset allowance will not exceed the lesser of: (1) the
applicable factor from Tables I or II below, and (2) one-half of the
gross benefit percentage, multiplied by a fraction (not to exceed one),
the numerator of which is the Participant's Average Annual
Compensation, and the denominator of which is the Participant's Final
Average Compensation up to the Offset Level.
Overall permitted disparity limit: Notwithstanding the preceding
paragraphs (a) and (b), for any Plan Year this Plan benefits any
Participant who benefits under another qualified plan or simplified
employee pension plan maintained by the Employer that provides for
permitted disparity (or imputes permitted disparity), the Stated
Benefit for all Participants under this Plan will be equal to the gross
benefit percentage above (without regard to the offset) times the
Participant's total Average Annual Compensation times the Participant's
years of projected participation under the Plan up to the maximum of
years of projected participation taken into account in paragraphs (a)
and (b).
( ) Flat Benefit
Equal to ____% times Average Annual Compensation offset by _____%
(not to exceed the Maximum Offset Allowance) times Final Average
Compensation up to the Offset Level.
The Maximum Offset Allowance will not exceed the lesser of: (1) the
applicable factor from Tables I or II, multiplied by 35, and (2) one-
half of the gross benefit percentage, multiplied by a fraction (not to
exceed one), the numerator of which is the Participant's Average Annual
Compensation, and the denominator of which is the Participant's Final
Average Compensation up to the Offset Level.
For a Participant with less that 35 years of projected participation,
both the gross benefit percentage and the offset percentage will be
reduced by being multiplied by a fraction, the numerator of which is
the number of the Participant's years of projected participation, and
the denominator of which is 35.
Cumulative permitted disparity reduction: If the number of the
Participant's cumulative permitted disparity years exceeds 35, the
gross benefit percentage and the offset will be further reduced as
provided below. A Participant's cumulative permitted disparity years
consist of the sum of: (1) the Participant's years of projected
participation (up to 35), (2) the number of years the Participant
benefited or is treated as having benefited under this Plan prior to
the Participant's first year of projected participation, to the
Participant's first year of projected participation, and (3) the number
of years credited to the Participant for allocation or accrual purposes
under one or more qualified plans or simplified employee pension plans
(whether or not terminated) ever maintained by the Employer (other than
years counted in (1) or (2) above. For purposes of determining the
Participant's Cumulative Permitted Disparity Limit, all Plan Years
ending in the same calendar year are treated as the same year.
If the cumulative permitted disparity reduction is applicable, the
gross benefit percentage and the offset will be reduced as follows:
(A) The offset will be reduced by multiplying it by a fraction (not
less than 0), the numerator of which is 35 minus the sum of the
years in (2) and (3) above, and the denominator of which is 35.
(B) The gross benefit percentage will be reduced by the number of
percentage points by which the offset was reduced in (A) above.
Overall permitted disparity limit: Notwithstanding the above, for any
Plan Year this Plan benefits any Participant who benefits under another
qualified plan or simplified employee pension plan maintained by the
Employer that provides for permitted disparity (or imputes permitted
disparity), the Stated Benefit for all Participants under this Plan
will be equal to the gross benefit percentage entered in the benefit
formula above (without regard to the offset) multiplied by the
Participant's total Average Annual Compensation under the Plan
(prorated for years of projected participation less than 35).
The applicable factor is the factor derived from the applicable
table(s) below based on the Normal Retirement Age under the Plan. If
the Employer elects as an Integration Level (or Offset Level) option 4
or option 5 below, Table II will apply. Otherwise, Table I will apply.
Normal Retirement Age TABLE I TABLE II
______________________ ________ _______
65 0.5200 0.4160
64 0.4856 0.3884
63 0.4504 0.3603
62 0.4160 0.3328
61 0.3816 0.3052
60 0.3464 0.2771
59 0.3296 0.2636
58 0.3120 0.2496
57 0.2944 0.2355
56 0.2776 0.2220
55 0.2600 0.2080
The Integration Level (or Offset Level) for each Plan Year for each
Participant will be an amount equal to:
(1) ( ) such Participant's Covered Compensation for the Plan Year.
(2) ( ) the greater of $10,000 or one-half of the Covered Compensation
of any individual who attains social security retirement age during the
calendar year in which the Plan Year begins.
(3) ( ) $_____(a single dollar amount not to exceed the greater of
$10,000 or one-half of Covered Compensation of any individual who
attains social security retirement age during the calendar year in
which the Plan Year begins).
(4) ( ) $ _____(a single dollar amount that exceeds the greater of
$10,000 or one-half of Covered Compensation of any individual who
attains social security retirement age during the calendar year in
which the Plan Year begins, but not to exceed the greater of $25,450 or
150% of the Covered Compensation of an individual attaining social
security retirement age in the current Plan Year).
(5) ( ) a uniform percentage equal to ____% (greater than 100
percent but not greater than 150 percent of each Participant's Covered
Compensation for the current year, and in no event in excess of the
Taxable Wage Base).
Definitions
___________
1. A Participant's years of projected participation under the Plan is
the sum of (1) and (2), where (1) is the number of years during which
the Participant benefited under this Plan beginning with the latest of:
(a) the first Plan Year in which the Participant benefited under the
Plan, (b) the first Plan Year taken into account in the stated benefit
formula, and (c) any Plan Year immediately following a Plan Year in
which the Plan did not satisfy the safe harbor for target benefit
plans in Regulations Section 1.401(a)(4)-8(b)(3), and ending with the
last day of the current Plan Year and (2) is the number of years if,
any, subsequent to the current Plan Year through the end of the Plan
Year in which the Participant attains Normal Retirement Age.
For purposes of this definition of years of projected
participation, if this Plan is a prior safe harbor plan the Plan
is deemed to satisfy the safe harbor for target benefit plans in
Regulation Section 1.401(a)(4)-8(b)(3) and a Participant is
treated as benefiting under the Plan in any Plan Year beginning
prior to January 1, 1994.
A prior safe harbor plan is a plan that (1) was adopted and in
effect on September 19, 1991, (2) which on that date contained a
stated benefit formula that took into account service prior to
that date and (3) satisfied the applicable nondiscrimination
requirements for target benefit plans for those prior years. For
purposes of determining whether a plan satisfies the applicable
nondiscrimination requirements for target benefit plans for Plan
Years beginning before January 1, 1994, no amendments after
September 19,1991, other than amendments necessary to satisfy
Section 401(l) of the Code, will be taken into account.
2. Average Annual Compensation. Average Annual Compensation is the
average of a Participant's annual Compensation as defined in
Section VI of the Plan, over the three-consecutive Plan Year
period ending in either the current year or any prior year that
produces the highest average. If the Participant has less than
three years of participation in this Plan, Compensation is
averaged over the Participant's total period of participation.
3. Covered Compensation. A Participant's Covered Compensation for a
Plan Year is the average (without indexing) of the Taxable Wage Bases
in effect for each calendar year during the 35-year period ending with
the last day of the calendar year in which the Participant attains (or
will attain) social security retirement age.
In determining a Participant's Covered Compensation for a Plan Year,
the Taxable Wage Base in effect for the current Plan Year and any
subsequent Plan Year will be assumed to be the same as the Taxable Wage
Base in effect as of the beginning of the Plan Year for which the
determination is being made. Covered Compensation will be determined
based on the year designated by the Employer in the last paragraph of
X.C.5. of the Adoption Agreement below.
A Participant's Covered Compensation for a Plan Year before the 35-year
period ending with the last day of the calendar year in which the
Participant attains social security retirement age is the Taxable Wage
Base in effect as of the beginning of the Plan Year. A Participant's
Covered Compensation for a Plan Year after such 35-year period is the
Participant's Covered Compensation for the Plan Year during which the
35-year period ends.
4. Taxable Wage Base. Taxable Wage Base is the contribution and
benefit base in effect under Section 230 of the Social Security Act at
the beginning of the Plan Year.
5. Final Average Compensation. (Offset plans only) A Participant's
Final Average Compensation is the average of the Participant's annual
Compensation, as defined in Section VI above, from the Employer for the
three-consecutive year period ending with or within the Plan Year. If
a Participant's entire period of employment with the Employer is less
than three consecutive years, Compensation is averaged on an annual
basis over the Participant's entire period of employment. Compensation
for any year in excess of the Taxable Wage Base in effect at the
beginning of such year will not be taken into account.
Covered compensation will be determined based on the following year:
( ) current year.
( ) _________year (may be the Covered Compensation for a Plan Year
earlier than the current Plan Year, provided the earlier Plan Year is the
same for all Participants and is not earlier that the later of (A) the Plan
Year that begins 5 years before the current Plan Year, and (B) the Plan Year
beginning in 1989. If the Plan Year entered is more than five years prior
to the current Plan Year, the Participant's Covered Compensation will be
that determined under the Covered Compensation table for the Plan Year five
years prior to the current Plan Year).
D. Forfeitures
Forfeitures of Employer Contributions, if any, shall be used to reduce
future Employer Contributions.
XI. VESTING SERVICE - EXCLUSIONS
All of an Employee's years of Service with the Employer shall be counted
to determine the vested interest of such Employee except:
( ) Years of Service before age 18.
( ) Years of Service before the Employer maintained this Plan or a
predecessor plan.
( ) Years of Service before the effective date of ERISA if such
Service would have been disregarded under the Service Break
rules of the prior plan in effect from time to time before such
date. For this purpose, Service Break rules are rules which
result in the loss of prior vesting or benefit accruals, or
deny an Employee's eligibility to participate by reason of
separation or failure to complete a required period of Service
within a specified period of time.
XII. VESTING SCHEDULES
The vested interest of each Employee (who has an Hour of Service on or
after January 1, 1989) in his Employer-derived account balance shall be
determined on the basis of the following schedule:
A. Employer Contributions.
( ) 100% immediately vested. [Note: Mandatory if more than 1
Eligibility Year of Service is required.]
( ) 100% immediately vested after [....] (not to exceed 5) years of
Service.
( ) [....]% (not less than 20%) vested for each year of Service,
beginning with the [....] (not more than the 3rd) year of Service
until 100% vested.
( ) The Top Heavy Minimum Vesting Schedule selected in B., below.
( ) Other: [....] (Note: Must be at least as favorable as any one of
the above 4 options).
B. Top Heavy Minimum Vesting Schedules.
One of the following schedules will be used for years when the Plan is
or is deemed to be Top-Heavy.
( ) 100% immediately vested after [....] (not to exceed 3) years of
Service.
( ) 20% vested after 2 years of Service, plus [....]% vested (not less
than 20%) for each additional year of Service until 100% vested.
( ) Other: [....] (Note: Must be at least as favorable as any one of
the above two options.
If the vesting schedule under the Plan shifts in or out of the Minimum
Schedule above for any Plan Year because of the Plan's Top-Heavy
status, such shift is an amendment to the vesting schedule and the
election in Section 7.3 of the Plan applies.
XIII. LIFE INSURANCE
Life insurance ( ) shall; ( ) shall not be permitted.
XIV. LOANS
Loans ( ) shall; ( ) shall not be permitted.
XV. TOP-HEAVY PROVISIONS
A. Top Heavy Status
( ) The provisions of Article XIII of the Plan shall always apply.
( ) The provisions of Article XIII of the Plan shall only apply in
Plan Years after 1983, during which the Plan is or becomes
Top-Heavy.
B. Minimum Allocation
If the Employer has adopted Sponsor's paired defined contribution plan
number 01001, 01003, 01005 or 01006 in addition to this Plan and the
definition of "Eligible Employee" in all paired plans is identical,
then the minimum allocation required by Section 13.3 will be provided
( ) under this Plan; ( ) under such other paired defined contribution
plan. If the Employer has adopted Sponsor's paired defined benefit
plan number 02001, then Participants in this Plan (and another paired
defined contribution plan, if any) shall receive the Top Heavy minimum
benefit contribution under the paired defined benefit plan and shall
receive no minimum allocation.
If a Participant in this Plan who is a Non-Key Employee is covered
under another qualified plan maintained by the Employer, other than a
paired plan of the Sponsor, the minimum Top Heavy allocation or benefit
required under Section 416 of the Code shall be provided to such
Non-Key Employee under:
( ) this Plan.
( ) the Employer's other qualified defined contribution plan.
( ) the Employer's qualified defined benefit plan.
( ) other: _________________________________________.
C. Determination of Present Value
If the Employer maintains a defined benefit plan in addition to this
Plan, and such plan fails to specify the interest rate and mortality
table to be used for purposes of establishing present value to compute
the Top-Heavy Ratio, then the following assumptions shall be used:
Interest Rate [....]% Mortality Table [....]%
XVI. LIMITATION ON ALLOCATIONS
If the Employer maintains or has ever maintained another qualified plan
(other than the Sponsor's paired defined contribution plan number 01001,
01003, 01005, 01006 or the Sponsor's paired defined benefit plan number
02001), in which any Participant in this Plan is (or was) a Participant
or could possibly become a Participant, the Employer must complete this
Section. The Employer must also complete this Section if it maintains a
welfare benefit fund, as defined in Section 419(e) of the Code, or an
individual medical account, as defined in Section 415(l)(2) of the Code,
under which amounts are treated as Annual Additions with respect to any
Participant in the Plan. (If the Employer maintains only paired plans of
the Sponsor this Section should not be completed.)
(A) If a Participant is covered under another qualified defined
contribution plan maintained by the Employer, other than a Master
or Prototype Plan, Annual Additions for any Limitation Year shall
be limited to comply with Section 415(c) of the Code:
( ) in accordance with Sections 6.4(e) - (j) as though the other plan
were a Master or Prototype Plan.
( ) by freezing or reducing Annual Additions in the other qualified
defined contribution plan.
( ) other: _________________________________________________________
(B) If a Participant is or has ever been a participant in a qualified
defined benefit plan maintained by the Employer, the "1.0"
aggregate limitation of Section 415(e) of the Code shall be
satisfied by:
( ) freezing or reducing the rate of benefit accrual under the
qualified defined benefit plan.
( ) freezing or reducing the Annual Additions under this Plan (or, if
the Employer maintains more than one qualified defined
contribution plan, as indicated in (A) above).
( ) other: ________________________________________
________________________________________________
XVII. INVESTMENTS
Participants ( ) shall; ( ) shall not be permitted to direct the
investment of their Accounts in the investment options selected by the
Employer or the Committee.
XVIII. EMPLOYER REPRESENTATIONS
The Employer hereby represents that:
A. It is aware of, and agrees to be bound by, the terms of the Plan.
B. It understands that the Sponsor will not furnish legal or tax
advice in connection with the adoption or operation of the Plan
and has consulted legal and tax counsel to the extent necessary.
C. The failure to properly fill out this Adoption Agreement may
result in disqualification of the Plan.
XIX. RELIANCE ON PLAN QUALIFICATION
An Employer who has ever maintained or who later adopts any plan
(including, after December 31, 1985, a welfare benefit fund, as defined
in Section 419(e) of the Code, which provides post-retirement medical
benefits allocated to separate accounts for Key Employees, as defined in
Section 419A(d)(3) of the Code, or an individual medical account, as
defined in Section 415(l)(2) of the Code) in addition to this Plan (other
than the Sponsor's paired defined contribution plan number 01001, 01003,
01005, 01006 or the Sponsor's paired defined benefit plan number 02001),
may not rely on the opinion letter issued by the National Office of the
Internal Revenue Service as evidence that this Plan is qualified under
Section 401 of the Internal Revenue Code. If an Employer who adopts or
maintains multiple plans wishes to obtain reliance that his or her plans
are qualified, application for a determination letter should be made to
the appropriate key district office of the Internal Revenue Service.
The Employer may not rely on the opinion letter issued by the National
Office of the Internal Revenue Service as evidence that this Plan is
qualified under Section 401 of the Code unless the terms of the Plan, as
herein adopted or amended, that pertain to the requirements of Sections
401(a)(4), 401(a)(17), 401(l), 401(a)(5), 410(b) and 414(s) of the Code,
as amended by the Tax Reform Act of 1986, or later laws, (a) are made
effective retroactively to the first day of the first Plan Year beginning
after December 31, 1988 (or such later date on which these requirements
first become effective with respect to this Plan); or (b) are made
effective no later than the first day on which the Employer is no longer
entitled, under regulations, to rely on a reasonable, good faith
interpretation of these requirements, and the prior provisions of the
Plan constitute such an interpretation.
XX. PROTOTYPE PLAN DOCUMENTS
This Adoption Agreement may be used only in conjunction with the Dreyfus
Prototype Defined Contribution Plan, Basic Plan Document No. 01, and the
Dreyfus Trust Agreement both as amended from time to time. In the event
the Sponsor amends the Basic Plan Document or this Adoption Agreement or
discontinues this type of plan, it will inform the Employer. The
Sponsor, The Dreyfus Corporation is available to answer questions
regarding the intended meaning of any Plan provisions, adoption of the
Plan and the effect of an Opinion Letter, at 666 Old Country Road, Garden
City, New York 11530 [(516) 296-3418].
IN WITNESS WHEREOF, the Employer and the Trustee have executed this
instrument the ______day of ______, 19__. If applicable, the appropriate
corporate seal has been affixed and attested to.
_______________________
Name of Business Entity
_________________________________
Signature (Sole Proprietors only)
By:____________________________________________
Name and Title (Corporations or Partnerships)
ATTEST:
____________________________
Secretary (Corporations only)
SEAL:
__________________
Name of Trustee(s)
______________________________
Signature (Individual Trustee)
_____________________________
Signature (Individual Trustee)
By:______________________________________
Name and Title (Corporate Trustee only)
ADOPTION AGREEMENT
DREYFUS EASY STANDARDIZED/PAIRED PROTOTYPE
MONEY PURCHASE PLAN
PLAN NUMBER 01005
IRS SERIAL NUMBER D262555a
The Employer named in section I.A. below hereby establishes or restates a
Money Purchase Plan ("Plan") and Custodial Account appointing The Dreyfus
Trust Company as the custodian ("Custodian") under the related custodial
agreement ("Custodial Agreement"). The Custodial Account shall consist of
such sums as shall be paid to the Custodian, the investments thereof and
earnings thereon. The terms of the Plan are set forth in this Adoption
Agreement and the applicable provisions of the Dreyfus Prototype Defined
Contribution Plan, Basic Plan Document No. 01, and the Dreyfus Custodial
Agreement, both as amended from time to time, which are hereby adopted and
incorporated herein by reference.
I. EMPLOYER DATA
A. Employer's Name: [....]
Address: [....]
B. The Employer is a ( ) partnership; ( ) sole proprietor.
C. If this is a new Plan, the Effective Date of the Plan is: [....]
D. If this is an amendment and restatement of an existing Plan, enter
name of Plan [....] and date adopted [....]. The effective date
of the amended Plan is: [....]
II. ELIGIBILITY
Each Eligible Employee will be eligible to participate in this Plan,
except the following:
( ) Employees who have not attained the age of [....] (not to exceed
age 21).
( ) Employees who have not completed [....] Eligibility Years of
Service. (May not exceed 2 years).
NOTE: The term Employee includes all employees of the Employer and any
employer required to be aggregated with the Employer under Section
414(b), (c), (m) or (o) of the Internal Revenue Code ("Code"), and
individuals considered employees of any such employer under Section
414(n) or (o) of the Code.
If the Employer adopts Sponsor's paired defined contribution plan
number 01003, 01004 or 01006 or paired defined benefit plan number
02001 in addition to this Plan, the definition of "Eligible Employee"
in all paired plans of the Employer must be identical in order for the
Employer to be able to designate in Section VI one of the paired plans
to provide the required minimum allocation to each Non-Key Employee in
the event the Plan becomes Top-Heavy. If the definition of "Eligible
Employee" in all paired plans of the Employer is not identical, Section
13.1 through 13.4 shall apply in the event the Plan becomes Top-Heavy.
III. NORMAL RETIREMENT AGE
Normal Retirement Age shall mean age 59-1/2.
IV. EMPLOYER CONTRIBUTIONS
The Plan shall not be integrated with Social Security and the
Employer's contribution will be [....]% (not to exceed 25% of the
aggregate Compensation of Active Participants for the Plan Year).
V. VESTING
Vesting shall be full and immediate.
VI. TOP-HEAVY RULE
A. Top Heavy Status
The Top-Heavy provisions of Article XIII shall always apply.
B. Minimum Allocation
If the Employer has adopted Sponsor's paired defined contribution
plan number 01003, 01004, or 01006 in addition to this Plan and
the definition of "Eligible Employee" in all paired plans is
identical, then the minimum allocation required by Section 13.3
will be provided ( ) under this Plan; ( ) under such other paired
defined contribution plan. If the Employer has adopted Sponsor's
paired defined benefit plan number 02001, then Participants in
this Plan (or another paired defined contribution plan) who are
covered under the paired defined benefit plan shall receive the
minimum top heavy benefit under the paired defined benefit plan
and shall receive no minimum allocation.
If a Participant in this Plan who is a Non-key Employee is covered
under another qualified plan maintained by the Employer, other
than a paired plan of the Sponsor, the minimum top heavy
allocation or benefit required under Section 416 of the Code shall
be provided to such Non-Key Employee under:
( ) this Plan.
( ) the Employer's other qualified defined contribution plan.
( ) the Employer's qualified defined benefit plan.
( ) other:_________________________________________
C. Determination of Present Value
If the Employer maintains a defined benefit plan in addition to
this Plan and such plan fails to specify the interest rate and
mortality table to be used for purposes of establishing present
value to compute the Top-Heavy Ratio, then the following
assumptions shall be used:
Interest Rate [....]% Mortality Table [....]%
VII. LIMITATIONS ON ALLOCATIONS
If the Employer maintains or has ever maintained another qualified plan
(other than the Sponsor's paired defined contribution plan numbers
01003, 01004, 01006, or the Sponsor's paired defined benefit plan
number 02001), in which any Participant in this Plan is (or was) a
Participant or could possibly become a Participant, the following
provision(s) must apply. The Employer must also complete this Section
if it maintains a welfare benefit fund, as defined in Section 419(e) of
the Code, or an individual medical account, as defined in Section
415(l)(2) of the Code, under which amounts are treated as Annual
Additions with respect to any Participant in the Plan.
(a) If the Participant is covered under another qualified defined
contribution plan maintained by the Employer other than a Master
or Prototype Plan, Annual Additions for any Limitation Year shall
be limited to comply with Section 415(c) of the Code:
( ) in accordance with Sections 6.4(e) - (j) as though the other
plan were a Master or Prototype Plan.
( ) by freezing or reducing Annual Additions in the other
qualified defined contribution plan.
( ) other: -----------------------------------------------
(b) If a Participant is or has ever been a participant in a qualified
defined benefit plan maintained by the Employer, the "1.0"
aggregate limitation of Section 415(e) of the Code shall be
satisfied by:
( ) freezing or reducing the rate of benefit accrual under the
qualified defined benefit plan.
( ) freezing or reducing the Annual Additions under this Plan
(or, if the Employer maintains more than one qualified
defined contribution plan, as indicated in (a) above).
( ) other: __________________________________________________
VIII. INVESTMENTS
In accordance with the provisions of the Custodial Agreement, the
Employer hereby directs the Custodian to invest the assets of the Fund
as indicated per the attached Participant's Plans Detail form.
IX. EMPLOYER REPRESENTATIONS
The Employer hereby represents that:
a. It is aware of, and agrees to be bound by, the terms of the Plan.
b. It understands that the Sponsor will not furnish legal or tax
advice in connection with the adoption or operation of the Plan
and has consulted legal and tax counsel to the extent necessary.
c. The failure to properly fill out this Adoption Agreement may
result in disqualification of the Plan.
X. RELIANCE ON PLAN QUALIFICATION
An Employer who has ever maintained or who later adopts any plan
(including, after December 31, 1985, a welfare benefit fund, as defined
in Section 419 (e) of the Code, which provides post-retirement medical
benefits allocated to separate accounts for Key Employees, as defined
in Section 419A(d)(3), or an individual medical account, as defined in
Section 415(l)(2) of the Code) in addition to this Plan (other than the
Sponsor's paired defined contribution plan number 01003, 01004, or
01006 or the Sponsor's paired defined benefit plan number 02001), may
not rely on the opinion letter issued by the National Office of the
Internal Revenue Service as evidence that this Plan is qualified under
Section 401 of the Internal Revenue Code. If the Employer who adopts
or maintains multiple plans wishes to obtain reliance that his or her
plan(s) are qualified, application for a determination letter should be
made to the appropriate Key District Director of Internal Revenue.
The Employer may not rely on the opinion letter issued by the National
Office of the Internal Revenue Service as evidence that this Plan is
qualified under Section 401 of the Code unless the terms of the Plan,
as herein adopted or amended, that pertain to the requirements of
Sections 401(a)(4), 401(a)(17), 401(l), 401(a)(5), 410(b) and 414(s) of
the Code, as amended by the Tax Reform Act of 1986, or later laws, (a)
are made effective retroactively to the first day of the first Plan
Year beginning after December 31, 1988 (or such later date on which
these requirements first become effective with respect to this Plan);
or (b) are made effective no later than the first day on which the
Employer is no longer entitled, under regulations, to rely on a
reasonable, good faith interpretation of these requirements, and the
prior provisions of the Plan constitute such an interpretation.
XI. PROTOTYPE PLAN DOCUMENTS
This Adoption Agreement may be used only in conjunction with the
Dreyfus Prototype Defined Contribution Plan, Basic Plan Document No.
01, and the Dreyfus Custodial Agreement both as amended from time to
time. In the event the Sponsor amends the Basic Plan Document or this
Adoption Agreement or discontinues this type of plan, it will inform
the Employer. The Sponsor, The Dreyfus Corporation is available to
answer questions regarding the intended meaning of any Plan provisions,
adoption of the Plan and the effect of an Opinion Letter, at 144 Glenn
urtiss Boulevard, Uniondale, New York 11556 [(516) 338-3418].
XII. EMPLOYER ACCEPTANCE
By signing the Application you acknowledge that you have received and read
the Fund(s) current prospectus(es), the Dreyfus Easy Standardized/Paired
Retirement Plan and the attached Custodial Agreement. You accept the terms
of the Plan and Custodial Agreement and you appoint The Dreyfus Trust
Company to be Custodian.
___________________ ____________
Employer's Signature Date
XIII. CUSTODIAN'S ACCEPTANCE
By signing here, The Dreyfus Trust Company accepts this Adoption Agreement
and its appointment as Custodian of your Dreyfus Easy Standardized/Paired
Retirement Plan. The Adoption Agreement will be maintained by The Dreyfus
Trust Company.
_________________________ ______
The Dreyfus Trust Company Date
Custodian
ADOPTION AGREEMENT
DREYFUS STANDARDIZED/PAIRED
PROTOTYPE DEFINED BENEFIT
PENSION PLAN AND TRUST
PLAN NUMBER 02001
IRS SERIAL NUMBER C224399a
The Employer named in section I,A. below hereby establishes or restates a
Defined Benefit Pension Plan ("Plan") and Trust, consisting of such sums as
shall be paid to the Trustee(s) under the Plan, the investments thereof and
earnings thereon. The terms of the Plan and Trust are set forth in this
Adoption Agreement and the applicable provisions of the Dreyfus Prototype
Defined Benefit Plan, Basic Plan Document No. 02, and the Dreyfus Trust
Agreement, both as amended from time to time, which are hereby adopted and
incorporated herein by reference.
I. BASIC PROVISIONS
A. Employer's Name: [. . . .]
Address: [. . . .]
B. Employer is a ( ) corporation; ( ) S corporation;
( ) partnership; ( ) sole proprietor; ( ) other.
C. Employer's Tax ID Number: [. . . .]
D. Employer's Fiscal Year: [. . . .]
E. Plan name: [. . . . ]
F. Effective date of Plan: [. . . .]
If this is an amendment and restatement of an existing Plan, enter
the date originally adopted [. . . .]. The effective date of this
amended Plan is [. . . .].
G. The Trustee shall be:
( ) The Dreyfus Trust Co.
( ) Other: (Name) [. . . .]
(Address) [. . . .]
(Phone #) [. . . .]
H. Anniversary Date: [. . . .]
I. Plan Year shall mean the 12 consecutive month period commencing on
_____________ / ______________ and ending on _____ /___________.
J. Service with the following predecessor employer(s) shall be credited
for purposes of vesting and eligibility: [. . . .] [Note: Such
Service must be provided if the adopting Employer maintains the plan
of the predecessor employer].
K. The following employer(s) associated with the Employer under section
414(b), (c), (m) or (o) of the Internal Revenue Code ("Code") shall
be Participating Employers in the Plan: [. . . .]
L. Are all employers associated with the Employer under section 414(b),
(c), (m) or (o) of the Code participating in the Plan?:
( ) Yes ( ) No
II. HOURS OF SERVICE
Hours of Service under the Plan will be determined for all Employees on
the basis of the method selected below:
( ) On the basis of actual hours for which an Employee is paid or
entitled to payment.
( ) On the basis of days worked. An Employee will be credited with 10
Hours of Service for any day such Employee would be credited with
at least one Hour of Service during the day under the Plan.
( ) On the basis of weeks worked. An Employee will be credited with 45
Hours of Service for any week such Employee would be credited with
at least one Hour of Service during the week under the Plan.
( ) On the basis of semi-monthly payroll periods. An Employee will be
credited with 95 Hours of Service for any semi-monthly payroll
period such Employee would be credited with at least one Hour of
Service under the Plan.
( ) On the basis of months worked. An Employee will be credited with
190 Hours of Service for any month such Employee would be credited
with at least one Hour of Service under the Plan.
( ) On the basis of elapsed time.
III. ELIGIBLE EMPLOYEES
All Employees shall be Eligible Employees, except:
( ) Employees included in an unit of Employees covered by a collective
bargaining agreement between the Employer and employee
representatives, if retirement benefits were the subject of good
faith bargaining and if two percent or less of the Employees of the
Employer covered by that Agreement are professionals as defined in
section 1.410(b)-9 of the Income Tax Regulations. For this purpose,
the term "employee representatives" does not include any
organization more than half of whose members are Employees who are
owners, officers, or executives of the Employer.
( ) Employees who are nonresident aliens (within the meaning of section
7701(b)(1)(B) of the Code) and who receive no earned income (within
the meaning of section 911(d)(2) of the Code) from the Employer
which constitutes income from sources within the United States
(within the meaning of section 861(a)(3) of the Code).
Note: The term Employee includes all Employees of the Employer and
any employer required to be aggregated with the Employer under
section 414(b), (c), (m) or (o) of the Code, and individuals
considered employees of any such employer under section 414(n) or
(o) of the Code.
Note: If the Employer adopts Sponsor's paired defined contribution
plan number 01001, 01003, 01004, 01005 or 01006 in addition to this
Plan, the definition of "Eligible Employee" in all paired plans of
the Employer must be identical in order for the Employer to be able
to provide the minimum benefit to each Non-key Employee in the event
the Plan becomes Top-Heavy under this Plan and no minimum allocation
under the paired defined contribution plan or plans is provided in
Section XVIII.
IV. AGE AND SERVICE REQUIREMENTS
Each Eligible Employee shall become a Participant on the Entry Date
coincident with or following completion of the following age and service
requirements:
( ) No age or service requirement.
( ) The attainment of age [. . . .] (not to exceed age 21).
( ) The completion of [. . . .] (not to exceed 2) Eligibility
Years of Service. [Note: If more than 1 Eligibility Year
of Service is required, Participants must be 100% immediately
vested. If the Eligibility Years of Service is or includes a
fractional year, an Employee may not be required to complete
any specified number of Hours of Service to receive credit for
such fractional year.]
V. ENTRY DATE
The Entry Date shall mean:
( ) Annual Entry. The first day of the Plan Year. [Note: If
Annual Entry is selected, the age and service requirements
cannot exceed 20-1/2 and 1/2 Eligibility Year of Service (or
1-1/2 Eligibility Years of Service if 100% immediate vesting
is elected).]
( ) Dual Entry. The first day of the Plan Year and the first day
of the seventh month of the Plan year.
( ) Quarterly Entry. The first day of the Plan Year and the first
day of the fourth, seventh and tenth months of the Plan Year.
( ) Monthly Entry. The first day of the Plan year and the first
day of each following month of the Plan Year.
VI. COMPENSATION
A. Except for purposes of "annual additions" testing under section 415
of the Code, Compensation shall mean all of each Participant's
( ) Information required to be reported under sections 6041 and
6051 of the Code. (Wages, tips and other compensation box on Form
W-2) Compensation is defined as wages as defined in section 3401(a)
of the Code and all other payments of compensation to the Employee
by the Employer (in the course of the Employer's trade or business)
for which the Employer is required to furnish the Employee a written
statement under sections 6041(d) and 6051(a)(3) of the Code.
Compensation must be determined without regard to any rules under
section 3401(a) of the Code that limit the remuneration included in
wages based on the nature or location of the employment or services
performed (such as the exception for agricultural labor in section
3401(a)(2) of the Code). This definition of Compensation shall
exclude amounts paid or reimbursed by the Employer for moving
expenses incurred by an Employee, but only to the extent that at the
time of the payment it is reasonable to believe that these amounts
are deductible by the Employee under section 217 of the Code.
( ) Section 3401(a) wages. Compensation is defined as wages within
the meaning of section 3401(a) of the Code for purposes of income
tax withholding at the source but determined without regard to any
rules that limit the remuneration included in wages based on the
nature or location of the employment or the services performed (such
as the exception for agricultural labor in section 3401(a)(2) of the
Code).
( ) Section 415 safe-harbor compensation. Compensation is defined
as wages, salaries, and fees for professional services and other
amounts received (without regard to whether or not an amount is paid
in cash) for personal services actually rendered in the course of
employment with the Employer to the extent that the amounts are
includible in gross income (including, but not limited to,
commissions paid salesmen, compensation for services on the basis
of a percentage of profits, commissions on insurance premiums, tips,
bonuses, fringe benefits, and reimbursements or other expense
allowances under a non-accountable plan (as described in Section
1.62-2(c)), and excluding the following:
(a) Employer contributions to a plan of deferred compensation
which are not includible in the Employee's gross income for the
taxable year in which contributed, or Employer contributions under
a simplified employee pension plan described in section 408(k) of
the Code, or any distributions from a plan of deferred compensation
regardless of whether such amounts are includible in the gross
income of the Employee;
(b) Amounts realized from the exercise of a non-qualified
stock option, or when restricted stock (or property) held by the
Employee either becomes freely transferable or is no longer subject
to a substantial risk of forfeiture;
(c) Amounts realized from the sale, exchange or other
disposition of stock acquired under a qualified stock option; and
(d) Other amounts which receive special tax benefits, such as
premiums for group-term life insurance (but only to the extent that
the premiums are not includible in the gross income of the
Employee), or contributions made by the Employer (whether or not
under a salary reduction agreement) towards the purchase of an
annuity contract described in section 403(b) of the Code (whether
or not the contributions are actually excludable from the gross
income of the Employee).
which is actually paid or made available to the Participant during
( ) the Plan Year
( ) the calendar year ending with or within the Plan Year
( ) ____________________ (must be determined on the basis of any
consecutive period ending within the Plan Year which is at
least 12 months in duration and applied uniformly to all
Employees in the Plan).
For employees whose date of hire is less than 12 months before the
end of the 12-month period designated, Compensation will be
determined over the Plan Year.
( ) Compensation shall be reduced by all of the following items (even
if includible in gross income): reimbursements or other expense
allowances, fringe benefits (cash and noncash), moving expenses,
deferred compensation and welfare benefits.
Compensation ( ) shall; ( ) shall not include Employer contributions
made pursuant to a salary reduction agreement with an Employee which are
not includible in the gross income of the Employee by reason of sections
125, 402(e)(3), 402(h) or 403(b) of the Code.
For any Self-Employed Individual covered under the Plan, Compensation
means Earned Income.
Average Compensation shall mean the average of a Participant's
Compensation for the highest [. . . .] (not less than 3 nor more than 5)
consecutive Plan Years. If a Participant's entire period of Service for
the Employer is less than three consecutive years, Compensation is
averaged on an annual basis over the Participant's entire period of
Service.
B. For purposes of "annual additions" testing under section 415 of the
Code, Compensation for any Limitation Year shall mean all of each
Participant's:
( ) Information required to be reported under sections 6041 and
6051 of the Code. (Wages, tips and other compensation box on Form
W-2) Compensation is defined as wages as defined in section 3401(a)
of the Code and all other payments of compensation to the Employee
by the Employer (in the course of the Employer's trade or business)
for which the Employer is required to furnish the Employee a written
statement under sections 6041(d) and 6051(a)(3) of the Code,
determined without regard to any rules under section 3401(a) of the
Code that limit the renumeration included in wages based on the
nature or location of the employment or services performed (such as
the exception for agricultural labor in section 3401(a)(2) of the
Code). This definition of Compensation shall exclude amounts paid
or reimbursed by the Employer for moving expenses incurred by an
Employee, but only to the extent that at the time of the payment it
is reasonable to believe that these amounts are deductible by the
Employee under section 217 of the Code.
( ) Section 3401(a) wages. Compensation is defined as wages within
the meaning of section 3401(a) of the Code for purposes of income
tax withholding at the source but determined without regard to any
rules that limit the remuneration included in wages based on the
nature or location of the employment or the services performed (such
as the exception for agricultural labor in section 3401(a)(2) of the
Code).
( ) Section 415 safe-harbor compensation. Compensation is defined
as wages, salaries, and fees for professional services and other
amounts received (without regard to whether or not an amount is paid
in cash) for personal services actually rendered in the course of
employment with the Employer to the extent that the amounts are
includible in gross income (including, but not limited to,
commissions paid salesmen, compensation for services on the basis
of a percentage of profits, commissions on insurance premiums, tips,
bonuses, fringe benefits, and reimbursements or other expense
allowances under a non-accountable plan (as described in section
1.62-2(c) of the regulations), and excluding the following:
(a) Employer contributions to a plan of deferred compensation
to the extent that, before the application of the section 415
limitations to that plan, the contributions are not includible in
the Employee's gross income for the taxable year in which
contributed, or Employer contributions under a simplified employee
pension plan described in section 408(k) of the Code, or any
distributions from a plan of deferred compensation regardless of
whether such amounts are includible in the gross income of the
Employee;
(b) Amounts realized from the exercise of a non-qualified
stock option, or when restricted stock (or property) held by the
Employee either becomes freely transferable or is no longer subject
to a substantial risk of forfeiture;
(c) Amounts realized from the sale, exchange or other
disposition of stock acquired under a qualified stock option; and
(d) Other amounts which receive special tax benefits, such as
premiums for group-term life insurance (but only to the extent that
the premiums are not includible in the gross income of the
Employee), or contributions made by the Employer (whether or not
under a salary reduction agreement) towards the purchase of an
annuity contract described in section 403(b) of the Code (whether
or not the contributions are actually excludable from the gross
income of the Employee);
which is actually paid or includible in gross income during such
Limitation Year.
Note: Section 415 safe-harbor compensation is determined
without regard to the exclusions from gross income in
sections 931 and 933 of the Code. A similar rule is to
be applied in determining the compensation of Self-
Employed individuals.
For any Self-Employed Individual covered under the Plan,
Compensation means Earned Income.
VII. LIMITATION YEAR
Limitation Year shall mean the 12-consecutive-month period:
( ) Identical to the Plan Year.
( ) Identical to the Employer's fiscal year ending with or within
the Plan Year of reference.
( ) As fixed by a resolution of the Board of Directors of the
Employer, or the Employer if no Board of Directors exists.
VIII. NORMAL RETIREMENT AGE
Normal Retirement Age shall mean:
( ) Age [. . . .] (not to exceed 65)
( ) The later of:
(i) age __________ (not to exceed 65) or
(ii) the _________ (not to exceed 5th) anniversary of
the participation commencement date. If, for Plan Years beginning
before January 1, 1988, Normal Retirement Age was determined with
reference to the anniversary of the participation commencement date
(more than 5 but not to exceed 10 years), the anniversary date for
Participants who first commenced participation under the Plan before
the first Plan Year beginning on or after January 1,1988, shall be
the earlier of (A) the tenth anniversary of the date the Participant
commenced participation in the Plan (or such anniversary as had been
elected by the Employer, if less than 10) or (B) the fifth
anniversary of the first day of the first Plan Year beginning on or
after January 1, 1988. The participation commencement date is the
first day of the first Plan Year in which the Participant commenced
participation in the Plan.
The suspension of benefit rules in section 5.7 of the plan will
apply to:
( ) all Participants in the Plan.
( ) only those Participants described in section 5.7 of
the Plan whose benefits, if actuarially increased,
would exceed the limitations of section 415 of the
Code.
IX. EARLY RETIREMENT DATE
Early Retirement Date shall mean the first day of any month following:
( ) There shall be no early retirement provision in this Plan.
( ) Age [. . . .].
( ) Age [. . . .] and [. . . .] years of Service.
[Note: Early Retirement Age cannot be more than 10 years before Normal
Retirement Age.]
The suspension of benefit rules in section 5.7 of the Plan will apply to:
( ) all Participants in the Plan.
( ) only those Participants described in section 5.7 of the
Plan whose benefits, if actuarially increased, would
exceed the limitations of section 415 of the Code.
X. VESTED TERMINATION DATE
A Participant who terminates employment with a vested interest may elect
to commence payment of his vested benefits as of the first day of any
month following:
( ) termination of employment (no age requirement).
( ) attainment of age [. . . .]. (Should not be less than the age
required for Early Retirement, if any).
XI. RETIREMENT BENEFITS
A. Annual Retirement Benefit Formula.
Subject to the overall permitted disparity limit below, the current
benefit formula under the Plan will be an amount payable at Normal
Retirement Age equal to:
Integrated-Excess Benefit Formula
( ) Fixed Benefit - [. . . .]% of Average Compensation up to the
Integration Level for the Plan Year ("Base Benefit
Percentage"), plus [. . . .]% of Average Compensation in excess
of the Integration Level for the Plan Year ("Excess Benefit
Percentage").
Note: The Excess Benefit Percentage may not exceed the Base
Benefit Percentage by more than the lesser of (i) the Base
Benefit Percentage or (ii) the product of 35 times the
applicable factor determined from Table I or II in Section XI,
B. below.
If a Participant begins receiving benefits at an age other than
Normal Retirement Age, the Participant's benefit will be
determined in accordance with section 5.3 of the Plan.
For Participants who are projected to have earned less than 35
years of Service under this Plan as of the end of the Plan Year
in which they attain Normal Retirement Age (or current age, if
later), the Base Benefit Percentage and the Excess Benefit
Percentage will be reduced by multiplying them by a fraction,
the numerator of which is the number of years of Service the
Participant is projected to have earned under this Plan as of
the end of the Plan Year in which the Participant attains
Normal Retirement Age (or current age, if later), and the
denominator of which is 35.
Cumulative permitted disparity adjustment: If the number of the
Participant's cumulative permitted disparity years exceeds 35,
the Participant's benefit will be further adjusted as provided
below. A Participant's cumulative disparity years consist of
the sum of: (1) the total years of Service a Participant is
projected to have earned under this Plan by the end of the Plan
Year containing the Participant's Normal Retirement Age, and
subsequent years of Service, if any, (the total not to exceed
35), and (2) the number of years credited to the Participant
for purposes of the benefit formula or the accrual method under
the Plan under one or more other qualified plans or simplified
employee pensions (whether or not terminated) ever maintained
by the Employer (other than years counted in (1)), and not
including any years credited to the Participant under such
other qualified plans or simplified employee pensions after the
Participant has earned 35 years of Service under this Plan).
For purposes of determining the Participant's cumulative
permitted disparity limit, all years ending in the same
calendar year are treated as the same year.
If this cumulative disparity adjustment is applicable, the
Participant's benefit will be increased as follows:
(A) Subtract the Participant's Base Benefit Percentage from
the Participant's Excess Benefit Percentage (after
modification in accordance with the paragraphs preceding
this cumulative disparity adjustment).
(B) Divide the result in (A) by the Participant's years of
Service under the Plan projected to the later of Normal
Retirement Age or current age, not to exceed 35 years of
Service.
(C) Multiply the result in (B) by the number of years by which
the Participant's Cumulative Disparity Years exceed 35.
(D) Add the result in (C) to the Participant's Base Benefit
Percentage determined prior to this cumulative disparity
adjustment.
Overall permitted disparity limit: For any Plan Year this Plan
benefits any Participant who benefits under another qualified
plan or simplified employee pension maintained by the Employer
that provides for permitted disparity (or imputes permitted
disparity), the benefit for each Participant under this Plan
will be equal to the Base Benefit Percentage times the
Participant's Average Compensation. For Participants who are
projected to have earned less than 35 years of Service under
this Plan as of the end of the Plan Year in which they attain
Normal Retirement Age, (or current age, if later), the
percentage in the preceding sentence will be multiplied by a
fraction (not more than one), the numerator of which is the
number of the Participant's years of Service the Participant
is projected to have earned under this Plan as of the end of
the Plan Year in which the Participant attains Normal
Retirement Age (or current age, if later), and the denominator
of which is 35. If this paragraph is applicable, this Plan
will have a Fresh-Start Date on the last day of the Plan Year
preceding the Plan Year in which this paragraph is first
applicable. In addition, if in any subsequent Plan Year this
Plan no longer benefits any Participant who also benefits under
another qualified plan or simplified employee pension
maintained by the Employer that provides for permitted
disparity (or imputes permitted disparity), this Plan will have
a Fresh-Start Date on the last day of the Plan Year preceding
the Plan Year in which this paragraph is no longer applicable.
For purposes of determining the Participant's overall permitted
disparity limit, all years ending in the same calendar year are
treated as the same year.
( ) Unit Benefit - the sum of (a) and (b) below: (a) [. . . .]%
of Average Compensation up to the Integration Level for the
Plan Year ("Base Benefit Percentage"), times years of Service
plus [. . . .]% of Average Compensation in excess of the
Integration Level for the Plan Year ("Excess Benefit
Percentage") times years of Service. The maximum number of
years of Service which may be taken into account for this
purpose shall be [. . . .] (not to exceed 35).
If the Participant's benefit after the latest Fresh-Start Date
is determined under the fraction accrual rule, or the Plan
satisfies section 411(b)(1)(F) of the Code, the maximum number
of years of Service during which permitted disparity is taken
into account under this formula may not be less than 25.
The number of years of Service taken into account under
paragraph (a) for any Participant will not exceed the
Participant's cumulative permitted disparity limit. The
Participant's cumulative permitted disparity limit is equal to
35 minus the number of years credited to the Participant for
purposes of the benefit formula or the accrual method under the
plan under one or more qualified plans or simplified employee
pensions (whether or not terminated) ever maintained by the
Employer, other than years for which a Participant earned a
year of Service under the benefit formula in paragraph (a). For
purposes of determining the Participant's cumulative permitted
disparity limit, all years ending in the same calendar year are
treated as the same year. If the Participant's cumulative
permitted disparity limit is less than the period of years
specified in paragraph (a), then for years after the
Participant reaches the cumulative permitted disparity limit
and through the end of the period specified in paragraph (a),
the Participant's benefit will be equal to the Excess Benefit
Percentage, or, if the Participant's benefit after the latest
Fresh-Start Date is not accrued under the fractional accrual
rule and the plan does not satisfy section 411(b)(1)(f) of the
code, 133 1/3 percent of the Base Benefit Percentage, if
lesser, times Average Compensation.
(b) [....] (not to exceed the lesser of: (1) the Excess Benefit
Percentage, and (2) 133 1/3 percent of the Base Benefit
Percentage, times Average Compensation for each year of Service
after the number of years of Service taken into account in
paragraph (a). If, however, benefits after the latest Fresh
Start Date are accrued under the fractional accrual rule or the
Plan satisfies section 411(b)(1)(f) of the Code, then for each
year of Service after the years of Service taken into account
in paragraph (a), this percentage will be equal to the Excess
Benefit Percentage. The maximum number of years of Service
taken into account under this paragraph (b) will be [....] (if
benefits after the latest Fresh-Start Date are accrued under
the fractional accrual rule or the Plan satisfies section
411(b)(1)(f) of the Code, the number of years entered must be
no less than 35 minus the number of years of Service taken into
account in paragraph (a)).
For purposes of the preceding paragraph(s), the Maximum Excess
Allowance is, with respect to benefits under the Plan for any
year of Service, the lesser of (1) the Base Benefit Percentage
or (2) the applicable factor determined from Table I or II in
section B below.
If a Participant begins receiving benefits at an age other
than Normal Retirement Age, the Participant's benefit will be
determined in accordance with section 5.3 of the Plan.
Overall permitted disparity limit: For any Plan Year this Plan
benefits any Participant who benefits under another qualified
plan or simplified employee pension maintained by the Employer
that provides for permitted disparity (or imputes permitted
disparity), the benefit for each Participant under this Plan
will be equal to the Base Benefit Percentage times the
Participant's Average Compensation. If this paragraph is
applicable, this Plan will have a Fresh-Start Date on the last
day of the Plan Year preceding the Plan Year in which this
paragraph is first applicable. In addition, if in any
subsequent Plan Year this Plan no longer benefits any
Participant who also benefits under another qualified plan or
simplified employee pension maintained by the Employer that
provides for permitted disparity (or imputes permitted
disparity), this Plan will have a Fresh-Start Date on the last
day of the Plan Year preceding the Plan Year in which this
paragraph is no longer applicable. For purposes of determining
the Participant's overall permitted disparity limit, all years
ending in the same calendar year are treated as the same year.
Integrated-Offset Benefit Formula
( ) Fixed Benefit - [.....]% (Gross Benefit Percentage) times
Average Compensation offset by [....]% (Offset Percentage --
not to exceed the Maximum Offset Allowance) times Final Average
Compensation up to the offset level. The Offset Percentage
for any Participant shall not exceed one-half of the Gross
Benefit Percentage, multiplied by a fraction (not to exceed
one), the numerator of which is the Participant's Average
Compensation, and the denominator of which is the Participant's
Final Average Compensation up to the offset level.
The Maximum Offset Allowance will not exceed the lesser of (1)
the applicable factor from Table I or II in section B. below,
multiplied by 35, and (2) one-half of the Gross Benefit
Percentage.
If a Participant begins receiving benefits at an age other
than Normal Retirement Age, the Participant's benefit will be
determined in accordance with section 5.3 of the Plan.
For Participants who are projected to have earned less than 35
years of Service under this Plan as of the end of the Plan Year
in which they attain Normal Retirement Age (or the current age,
if later), both the Gross Benefit Percentage and the Offset
Percentage will be reduced by multiplying them by a fraction,
the numerator of which is the number of years of Service the
Participant is projected to have earned under this Plan as of
the end of the Plan Year in which the Participant attains
Normal Retirement Age (or the current age, if later), and the
denominator of which is 35.
Cumulative permitted disparity adjustment: If the number of
the Participant's cumulative permitted disparity years exceeds
35, the Offset Percentage will be further adjusted as provided
below. A Participant's cumulative permitted disparity years
consist of the sum of: (1) the total years of Service a
Participant is projected to have earned under this Plan by the
end of the Plan Year containing the Participant's Normal
etirement Age and subsequent years of Service, if any, (the
total not to exceed 35), and (2) the number of years credited
to the Participant for purposes of the benefit formula or the
accrual method under the plan under one or more other qualified
plans or simplified employee pensions maintained by the
Employer (other than years counted in (1), and not including
any years credited to the Participant under such other
qualified plans or simplified employee pensions after the
Participant has earned 35 years of Service under this Plan).
For purposes of determining the Participant's cumulative
permitted disparity limit, all years ending in the same
calendar year are treated as the same year.
If this cumulative permitted disparity adjustment is
applicable, the Offset Percentage will be further adjusted as
follows:
(A) Divide the Offset Percentage (after modification in
accordance with the paragraphs preceding this cumulative
permitted disparity adjustment) by the Participant's years
of Service under this Plan projected to the later of
Normal Retirement Age or current age, not to exceed 35
years of Service.
(B) Multiply the result in (A) by the number of years by which
the Participant's cumulative permitted disparity years
exceed 35.
(C) Subtract the result in (B) from the Offset Percentage
determined prior to this cumulative permitted disparity
adjustment.
Overall permitted disparity limit: For any Plan Year this Plan
benefits any Participant who benefits under another qualified
plan or simplified employee pension maintained by the Employer
that provides for permitted disparity (or imputes permitted
disparity), the benefit for all Participants under this Plan
will be equal to a percentage that is equal to the Gross
Benefit Percentage minus the Offset Percentage, times the
Participant's Average Compensation. For Participants who are
projected to have earned less than 35 years of Service under
this Plan as of the end of the Plan Year in which they attain
Normal Retirement Age, (or current age, if later), the
percentage in the preceding sentence will be multiplied by a
fraction (not more than one), the numerator of which is the
Service the Participant is projected to have earned under this
Plan as of the end of the Plan Year in which the Participant
attains Normal Retirement Age (or current age, if later), and
the denominator of which is 35. If this paragraph is
applicable, this Plan will have a Fresh-Start Date on the last
day of the Plan Year preceding the Plan Year in which this
paragraph is first applicable. In addition, if in any
subsequent Plan Year this Plan no longer benefits any
Participant who also benefits under another qualified plan or
simplified employee pension maintained by the Employer that
provides for permitted disparity (or imputes disparity), this
Plan will have a Fresh-Start Date on the last day of the Plan
Year preceding the Plan Year in which this paragraph is no
longer applicable. For purposes of determining the
Participant's overall permitted disparity limit, all years
ending in the same calendar year are treated as the same year
( ) Unit Benefit - The sum of (a) and (b): (a) [....]% (Gross
Benefit Percentage) of Average Compensation times years of
Service offset by [. . . .]% (Offset Percentage -- not to
exceed the Maximum Offset Allowance) times Final Average
Compensation up to the offset level times each year of Service.
The Offset Percentage for any Participant shall not exceed one-
half of the Gross Benefit Percentage, multiplied by a fraction
(not to exceed one), the numerator of which is the
Participant's Average Compensation, and the denominator of
which is the Participant's Final Average Compensation up to the
offset level. The maximum number of years of Service taken
into account under this paragraph will be [....] (may not
exceed 35.) If the Participant's benefit after the latest
Fresh-Start Date is determined under the fractional accrual
rule in section 1.0 of the Plan, the maximum number of years
of Service during which permitted disparity is taken into
account under this formula may not be less than 25.
The number of years of Service taken into account under
paragraph (a) for any Participant may not exceed the
Participant's cumulative permitted disparity limit. The
Participant's cumulative permitted disparity limit is equal to
35 minus the number of years credited to the Participant for
purposes of the benefit formula or the accrual method under the
plan under one or more qualified plans or simplified employee
pensions (whether or not terminated) ever maintained by the
Employer, other than years for which a Participant earned a
year of Service under the benefit formula in paragraph (a). For
purposes of determining the Participant's cumulative permitted
disparity limit, all years ending in the same calendar year are
treated as the same year. If the Participant's cumulative
disparity limit is less than the period of years specified in
paragraph (a), then for years after the Participant reaches the
cumulative permitted disparity limit and through the end of the
period specified in paragraph (a), the Participant's benefit
will be equal to the Gross Benefit Percentage, or, if the
Participant's benefit after the latest Fresh-Start Date is not
accrued under the fractional accrual rule and the Plan does not
satisfy section 411(b)(1)(f) of the Code, 133 1/3 percent of
the Gross Benefit Percentage reduced by the Offset Percentage
if lesser, times Average Compensation.
(b) [....]% (not to exceed the lesser of: (l) the Gross
Benefit Percentage, and (2) 133 1/3 percent of the Gross
Benefit Percentage reduced by the Offset Percentage, times
Average Compensation for each year of Service after the number
of years of Service taken into account in paragraph (a). If
however, benefits after the latest Fresh-Start Date are accrued
under the fractional accrual rule or the Plan satisfies section
411(b)(1)(f) of the Code, then for each year of Service after
the years of Service taken into account in paragraph (a), this
percentage will be equal to the Gross Benefit Percentage. The
maximum number of years of Service taken into account under
this paragraph (b) will be [....] (if benefits after the latest
Fresh-Start Date are accrued under the fractional accrual rule
or the Plan satisfies section 411(b)(1)(f) of the Code, the
number of years entered must be no less than 35 minus the
number of years of Service taken into account in paragraph
(a)).
For purposes of the preceding paragraph(s), the Maximum Offset
Allowance will not exceed the lesser of (1) the applicable
factor from Table I or II in section B below, or (2) one-half
of the Gross Benefit Percentage.
If a Participant begins receiving benefits at an age other than
Normal Retirement Age, the Participant's benefit will be
determined in accordance with section 5.3 of the Plan.
Overall permitted disparity limit: For any Plan Year this Plan
benefits any Participant who benefits under another qualified
plan or simplified employee pension maintained by the Employer
that provides for permitted disparity (or imputes permitted
disparity), the benefit for all Participants under this Plan
will be equal to the Gross Benefit Percentage minus the Offset
Percentage, times the Participant's total Average Compensation.
If this paragraph is applicable, this Plan will have a Fresh-
Start Date on the last day of the Plan Year preceding the Plan
Year in which this paragraph is first applicable. In addition,
if in any subsequent Plan Year this Plan no longer benefits any
Participant who also benefits under another qualified plan or
simplified employee pension maintained by the Employer that
provides for permitted disparity (or imputed permitted
disparity) this Plan will have a Fresh-Start Date on the last
day of the Plan Year preceding the Plan Year in which this
paragraph is no longer applicable. For purposes of determining
the Participant's overall permitted disparity limit, all years
ending in the same calendar year are treated as the same year
Non-Integrated Benefit Formula
( ) Fixed Benefit - [. . . .]% of Average Compensation. such
benefit shall be reduced pro-rata for years of Participation
less than [. . . .] years.
( ) Unit Benefit - [. . . .]% of Average Compensation times years
of Participation.
( ) Unit Benefit (past/future) - [. . . .]% of Average Compensation
times years of Participation before the Effective Date, plus
[. . ..]% of Average Compensation times years of Participation
after the Effective Date.
Minimum/Maximum Benefit
Notwithstanding the benefit formula specified above:
( ) The minimum annual retirement benefit, if any, shall be at
least $ [. . . ]
( ) The maximum annual retirement benefit shall be $ [. . . .]
B. Applicable Factor.
The Applicable Factor is determined from the appropriate table below
based on the Normal Retirement Age under the Plan, as specified
above (without regard to any years of Participation requirement.)
If the Plan's Standard Form of Retirement Income, as specified below
is other than a life annuity, the factor determined from the
appropriate table below must be multiplied by the following
adjustment factor: life annuity, 10 years guaranteed -- .90; life
annuity and 50% survivor benefit -- .80; life annuity and 100%
survivor benefit -- .666.
If the Integration Level under the Plan is either option 4 or 5 in
Section XI, C. below, the appropriate table is Table II. Otherwise,
the appropriate table shall be Table I.
TABLE I
Plan's Normal
Retirement Age Participant's Social Security Retirement Age
65 66 67
65 .75 .70 .65
64 .70 .65 .60
63 .65 .60 .55
62 .60 .55 .50
61 .55 .50 .475
60 .50 .475 .45
59 .475 .45 .425
58 .45 .425 .40
57 .425 .40 .375
56 .40 .375 .344
55 .375 .344 .316
TABLE II
Plan's Normal
Retirement Age Participant's Social Security Retirement Age
65 66 67
65 .60 .56 .52
64 .56 .52 .48
63 .52 .48 .44
62 .48 .44 .40
61 .44 .40 .38
60 .40 .38 .36
59 .38 .36 .34
58 .36 .34 .32
57 .34 .32 .30
56 .32 .30 .2752
55 .30 .2752 .2528
If a Participant begins receiving benefits before Normal Retirement Age
or, in the case of a fixed benefit plan (whether excess or offset),
before the Participant has completed 35 years of Participation, the
Participant's benefit will be determined in accordance with Section 5.7
of the Plan.
C. Integration Level - the Integration Level (or offset level) for each
Plan Year for each Participant shall be:
( ) 1. The Participant's Covered Compensation for the Plan Year.
( ) 2. The greater of $10,000 or one-half of the Covered Compensation
of any person who attains Social Security Retirement Age during
the calendar year in which the Plan Year begins.
( ) 3. $________ (a single dollar amount not to exceed the greater of
$10,000 or one-half of Covered Compensation of any person who
attains Social Security Retirement Age during the calendar year
in which the Plan Year begins.)
( ) 4. $________ (a single dollar amount that exceeds the greater of
$10,000 or one-half of Covered Compensation of any person who
attains Social Security Retirement Age during the calendar year
in which the Plan Year begins, but not to exceed the greater
of $25,450 or 150% of the Covered Compensation of an individual
attaining Social Security Retirement Age in the current Plan
Year.)
( ) 5. A uniform percentage equal to ________% (greater than 100
percent but not greater than 150 percent of each Participant's
Covered Compensation for the current year, and in no event in
excess of the Taxable Wage Base (for excess plans), or Final
Average Compensation (for offset plans).)
Covered Compensation will be determined based on the following year:
[ ] current Plan Year
[ ] __________ Plan Year (may be Covered Compensation for a
Plan Year earlier than the current Plan Year, provided the
earlier Plan Year is the same for all Employees and is not
earlier than the later of (A) the Plan Year that begins
5 years before the current Plan Year, and (B) the Plan
Year beginning in 1989. If the Plan Year entered is more
than five years prior to the current Plan Year, the
Participant's Covered Compensation will be that determined
under the Covered Compensation table for the Plan Year
five years prior to the current Plan Year.
D. Participation.
For benefit accrual purposes, Participation shall not include:
( ) employment prior to the original effective date of the Plan.
( ) employment prior to the date the Participant gained membership
in the Plan.
( ) employment other than as an Eligible Employee.
( ) with respect to Participants who were not Eligible Employees
under the Plan prior to the first Plan Year beginning on or
after January 1, 1988 because their employment began within 5
years of their Normal Retirement Date, employment prior to
becoming a Participant.
E. Standard Form of Retirement Income:
( ) Life annuity
( ) Life annuity, 10 years guaranteed
( ) Life annuity and 50% survivor benefit
( ) Life annuity and 100% survivor benefit
F. Actuarial Equivalent.
For purposes of determining the Actuarial Equivalent, of any
benefit, the following mortality and interest rate assumptions shall
be used:
Interest rate - Pre-retirement: [. . . .]%
Post-retirement: [. . . .]%
(must be between 7 1/2% and 8 1/2% if the Plan provides for
permitted disparity under section 401(l) of the Code.
Mortality table: [. . . .]
(must be standard mortality table as described in section
1.401(a)(4)-12 of the Income Tax regulations if the Plan provides
for permitted disparity under section 401(l) of the Code.
G. Fresh Start Rule.
The formula with wear-away and formula with extended wear-away
Fresh-Start rules below take into account an Employee's past service
in determining the Employee's benefit accruals under the Plan:
either of these Fresh-Start rules may cause the Plan to fail to
satisfy the safe harbor for past service in section
1.401(a)(4)-5(a)(3) of the Income Tax Regulations.
The Accrued Benefit of each Participant in the Fresh-Start Group
under the Plan will be equal to:
( ) 1. Formula with wear-away -- the greater of:
(a) the Participant's Frozen Accrued Benefit, if any, and
(b) the Participant's Accrued Benefit determined with respect to
the current benefit formula as applied to the Participant's
total years of Service under the Plan.
( ) 2. Formula without wear-away -- the sum of:
(a) the Participant's Frozen Accrued Benefit, if any, and
(b) the Participant's Accrued Benefit determined with respect to
the current benefit formula as applied to the Participant's
years of Service beginning after the Fresh-Start Date.
If, however, the Participant's benefit under the Plan is accrued
under the fractional accrual rule or the 3 percent accrual rule or
if this Plan satisfies the safe harbor for insurance contract plans
in Income Tax Regulations section 1.401(a)(4)-3(b)(7), this formula
without wear-away will not apply, and the Participant's accrued
benefit will be determined in accordance with the formula with
wear-away above.
( ) 3. Formula with extended wear-away -- the greater of the
accrued benefit determined for the Participant under the formula
with wear-away or the formula without wear-away above.
If, however, the Participant's benefit under the Plan is accrued
under the 3 percent accrual rule the formula with extended wear-away
will not apply, and the Participant's Accrued Benefit will be
determined in accordance with the formula with wear-away above.
Definition of Fresh-Start Group. The Fresh-Start Group consists of all
Participants who have Accrued Benefits as of the Fresh-Start Date and
have at least one Hour of Service with the Employer after that date.
However, if designated below, the Fresh-Start Group shall be limited to:
( ) Section 401(a)(17) Participants (may be elected only with respect
to a Tax Reform Act of 1986 (TRA '86) Fresh-Start Date and with
respect to an Omnibus Budget Reconciliation Act of 1993 (OBRA '93)
Fresh-Start Date). A TRA '86 Fresh-Start Date means a Fresh-Start
Date that is not earlier than the last day of the last Plan Year
beginning before the first Plan Year beginning on or after January
1, 1989 (the statutory effective date), and not later than the last
day of the last Plan Year beginning before the first Plan Year
beginning on or after January 1, 1994 (the regulatory effective
date). An OBRA '93 Fresh-Start Date means the last day of the last
Plan Year beginning before the first Plan Year beginning on or after
January 1, 1994.
( ) Members of an acquired group of employees
An acquired group of employees means employees of a prior employer
who become employed by the Employer in a transaction between the
Employer and the prior employer that is a stock or asset
acquisition, merger, or other similar transaction involving a change
in the employer of the employees of the trade or business on or
before [ / / ] (enter a date no later than the end of the
transition period defined in section 410(b)(6)(c)(ii) of the Code,
if the date selected is after February 10, 1993). The date in the
preceding sentence will be the Fresh-Start Date with respect to
members of the acquired group described below.
The acquired group consists of: ___________________________________
___________________________________________________________________
___________________________________________________________________
( ) Employees with a Frozen Accrued Benefit that is attributable to
assets and liabilities transferred to the Plan as of a Fresh Start
Date in connection with the transfer and for whom the current
formula is different from the formula used to determine the Frozen
Accrued Benefit.
The Fresh Start Date in connection with the transfer is: [ / /]
(must be the date as of which the Employees begin accruing benefits
under the Plan).
The group of employees with a Frozen Accrued Benefit that is
attributable to assets and liabilities transferred to the Plan is:
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
H. Frozen Accrued Benefit
If elected by the Employer below, each Participant's Frozen Accrued
Benefit will be adjusted in accordance with the following fraction:
[ ] Old Compensation fraction
[ ] New Compensation fraction
[ ] Reconstructed Compensation fraction (may be selected only
if the latest Fresh-Start Date is before the first day of the first
Plan Year beginning on or after January 1, 1994.)
For purposes of calculating a Participant's "Reconstructed
Compensation", the selected year will be the Plan Year beginning in
(the selected year must begin after the latest Fresh-Start Date):
( ) 1989
( ) 1990
( ) 1991
( ) 1992
( ) 1993
( ) 1994
( ) Alternative adjustment
( ) Special adjustment for section 401(a)(17) Participants
XII. QUALIFIED JOINT AND SURVIVOR ANNUITY
The survivor annuity of the Qualified Joint and Survivor Annuity shall
be equal to
( ) 50% ( ) 66-2/3% ( ) 100%
of the annuity payable during the joint lives of the Participant and the
Participant's spouse.
XIII. LIFE INSURANCE
Life insurance ( ) shall; ( ) shall not be a permissible
investment.
XIV. PRE-RETIREMENT DEATH BENEFIT
If the Plan is not funded with life insurance, the pre-retirement death
benefit shall be:
( ) the Qualified Pre-retirement Survivor Annuity (the required spousal
benefit) only.
( ) The Actuarial Value of the Participant's Accrued Benefit. If the
Participant's Spouse is the Beneficiary, such benefit shall be
offset by the Actuarial Value of the Qualified Pre-retirement
Survivor Annuity.
If the Plan is funded with life insurance, the face amount of the policies
purchased will be [. . . .] (not to exceed 100) times the Participant's
anticipated monthly retirement benefit.
XV. VESTING SERVICE-EXCLUSIONS
All of an Employee's years of Service with the Employer shall be counted
to determine the vested interest of such Employee except:
( ) Years of Service before age 18.
( ) Years of Service before the Employer maintained this Plan or
a predecessor plan.
( ) Years of Service before the effective date of ERISA if such
Service would have been disregarded under the Service Break
rules of the prior plan in effect from time to time before such
date. For this purpose, Service Break rules are rules which
result in the loss of prior vesting or benefit accruals, or
deny an Employee's eligibility to participate by reason of
separation or failure to complete a required period of Service
within a specified period of time.
XVI. VESTING SCHEDULES
The vested interest of each Employee in his Employer-derived Accrued
Benefit shall be determined on the basis of the following schedule:
( ) 100% immediately vested. [Note: Mandatory if more than 1
eligibility Year of Service is required.]
( ) 100% immediately vested after [. . . .] (not to exceed 3) years
of Service.
( ) 20% vested after 2 years of Service, plus [. . . .]% vested
(not less than 20%) for each additional year of Service until
100% vested.
XVII. EXCESS ASSETS
Following a complete termination of the Plan by the Employer, any
assets which remain after provisions have been made to satisfy all
liabilities of the Plan to Participants and Beneficiaries
( ) shall revert to the Employer in cash.
( ) shall be allocated among Participants on a uniform and
non-discriminatory basis, subject to the limitation on benefits
of Section 8.1 of the Plan.
Note: If this is an amendment and restatement of an existing Plan which
did not previously provide for a reversion, an election that excess
assets revert to the Employer shall not be effective before the end of
the 5th calendar year following the date of this Adoption Agreement.
XVIII. TOP-HEAVY PROVISIONS
A. Top Heavy Status
( ) The provisions of Article XV of the Plan shall always apply.
( ) The provisions of Article XV of the Plan shall only apply in
Plan Years after 1983, during which the Plan is or becomes
Top-Heavy.
B. Minimum Benefit
If the Employer has adopted Sponsor's paired defined contribution
plan number 01001, 01003, 01004, 01005 and/or 01006 in addition to
this Plan and the definition of "Eligible Employee" in all paired
plans is identical, then Non-Key Employees who are Participants in
this Plan shall receive the minimum Top Heavy benefit accrued under
this Plan and shall receive no minimum allocation under the paired
defined contribution plan or plans.
If a Participant in this Plan who is a Non-Key Employee is covered
under another qualified plan maintained by the Employer, other than
a paired plan of the Sponsor, the minimum top heavy allocation or
benefit required under section 416 of the Code shall be provided to
such Non-Key Employee under:
( ) this Plan.
( ) the Employer's qualified defined contribution plan.
C. Determination of Present Value
For purposes of establishing present value to compute the Top-Heavy
Ratio, any benefit shall be discounted only for mortality and
interest based on the following:
( ) Interest Rate [....]% (must be between 7 1/2% and 8 1/2% if the
plan provides for permitted disparity under section 401(l) of the
Code.
Mortality table: [....] (must be standard mortality table as
described in section 1.401(a)(4)-12 of the Income Tax regulations
if the Plan provides for permitted disparity under section 401(l)
of the Code.
( ) The Interest Rate(s) and Mortality Table specified under
Section 1.2 of the Plan
D. Valuation Date
For purposes of computing the Top-Heavy Ratio, the Valuation Date
shall be one of the following:
( ) the first day of the Plan Year
( ) the last day of the Plan Year
( ) [....]
[Note: The date selected must be the same date used for computing
Plan costs for minimum funding, regardless of whether a valuation
is performed that year.]
XIX. LIMITATION ON BENEFITS
If the Employer maintains or has ever maintained another qualified plan
(other than the Sponsor's paired defined contribution plan number 01001,
01003, 01004, 01005 and/or 01006) in which any Participant in this Plan
is (or was) a Participant or could possibly become a Participant, the
adopting Employer must complete this Section. The Employer must also
complete this Section if it maintains a welfare benefit fund, as defined
in section 419(e) of the Code, or an individual medical account, as
defined in section 415(1)(2) of the Code, under which amounts are treated
as Annual Additions with respect to any Participant in the Plan. (If the
Employer maintains only paired plans of the Sponsor this Section should
not be completed.)
(a) If a Participant is, or ever has been, covered under another
qualified defined benefit plan maintained by the Employer, annual
benefits shall be limited to comply with section 415(b) of the Code:
( ) by freezing or reducing Annual Benefits under this Plan.
( ) by freezing or reducing Annual Benefits in the other qualified
defined benefit plan.
(b) If a Participant is, or has ever been, a participant in one or more
qualified defined contributions plans maintained by the Employer,
the "1.0" aggregate limitation of section 415(e) of the Code shall
be satisfied by:
( ) freezing or reducing Annual Benefits under this Plan.
( ) freezing or reducing the Annual Additions under the defined
contribution plan or plans.
XX. PRE-TERMINATION RESTRICTIONS
The pre-termination restrictions in Section 8.3 of the Plan will be
effective [ / / ] (no later than the first day of the 1994 Plan Year).
XXI. EMPLOYER REPRESENTATIONS
The Employer hereby represents that:
a. It is aware of, and agrees to be bound by, the terms of
the Plan.
b. It understands that the Sponsor will not furnish legal or
tax advice in connection with the adoption or operation
of the Plan and has consulted legal and tax counsel to the
extent necessary.
c. The failure to properly fill out this Adoption Agreement
may result in disqualification of the Plan.
XXII. RELIANCE ON PLAN QUALIFICATION
An Employer who has ever maintained or who later adopts any plan
(including, after December 31, 1985, a welfare benefit fund, as defined
in section 419(e) of the Code, which provides post-retirement medical
benefits allocated to separate accounts for Key Employees, as defined in
section 419(d)(3) of the Code, or an individual medical account, as
defined in section 415(1)(2) of the Code) in addition to this Plan (other
than the Sponsor's paired defined contribution plan number 01001, 01003,
01004, 01005 or 01006 may not rely on the opinion letter issued by the
National Office of the Internal Revenue Service as evidence that this
Plan is qualified under section 401 of the Code. If an Employer who
adopts or maintains multiple plans wishes to obtain reliance that his or
her plans are qualified, application for a determination letter should
be made to the appropriate key district office of the Internal Revenue
Service.
In addition, the Employer may rely upon the opinion letter issued by the
national Office of the Internal Revenue Service only if the plan adopted
by the Employer satisfies one of the safe-harbors provided in regulations
under section 401(a)(26) of the Code with respect to its prior benefit
structure or is deemed to satisfy section 401(a)(26) under such
regulations.
If the Employer wishes to obtain reliance that its plan is qualified, the
Employer may request a determination from the appropriate Key District
Director with regard to its prior benefit structure.
The Employer may not be entitled to rely on the opinion letter issued by
the National Office in certain other circumstances, which are specified
in the opinion letter issued with respect to the Plan or in section 6 of
Revenue Procedure 89-9, as amended.
XXIII. PROTOTYPE PLAN DOCUMENTS
This Adoption Agreement may be used only in conjunction with the Dreyfus
Prototype Defined Benefit Plan, Basic Plan Document No. 02, and the
Dreyfus Trust Agreement all as amended from time to time. In the event
the Sponsor amends the Basic Plan Document or this Adoption Agreement or
discontinues this type of plan, it will inform the Employer. The
Sponsor, Dreyfus Corporation, is available to answer questions regarding
the intended meaning of any Plan provisions, adoption of the Plan and
the effect of an opinion letter,
at:__________________________________________________________________
_____________________________________________________________________.
IN WITNESS WHEREOF, the Employer and the Trustee have executed this instrument
the _____ day of _____ , 19__. If applicable, the appropriate corporate seal
has been affixed and attested to.
_____________________________________
Name of Business Entity
______________________________________
Signature (Sole Proprietors only)
By:___________________________________
Name and Title
(Corporations or Partnerships)
ATTEST:
_____________________________
Secretary (Corporations Only)
__________________________________________
Name of Trustee(s)
__________________________________________
Signature (Individual Trustee)
__________________________________________
Signature (Individual Trustee)
By:_______________________________________
Name and Title (Corporate Trustee only)
ADOPTION AGREEMENT
DREYFUS NONSTANDARDIZED
PROTOTYPE DEFINED BENEFIT
PENSION PLAN AND TRUST
PLAN NUMBER 02002
IRS SERIAL NUMBER C324414a
The Employer named in section I,A. below hereby establishes or restates a
Defined Benefit Pension Plan ("Plan") and Trust, consisting of such sums as
shall be paid to the Trustee(s) under the Plan, the investments thereof and
earnings thereon. The terms of the Plan and Trust are set forth in this
Adoption Agreement and the applicable provisions of the Dreyfus Prototype
Defined Benefit Plan, Basic Plan Document No. 02, and the Dreyfus Trust
Agreement, both as amended from time to time, which are hereby adopted and
incorporated herein by reference.
I. BASIC PROVISIONS
A. Employer's Name: [. . . .]
Address: [. . . .]
B. Employer is a ( ) corporation; ( ) S corporation; ( )
partnership; ( ) sole proprietor; ( ) other.
C. Employer's Tax ID Number: [. . . .]
D. Employer's Fiscal Year: [. . . .]
E. Plan name: [. . . . ]
F. Effective Date of Plan: [. . . .]
If this is an amendment and restatement of an existing Plan,
enter the date originally adopted [. . . .]. The effective date
of this amended Plan is [. . . .].
G. The Trustee shall be:
( ) The Dreyfus Trust Co.
( ) Other: (Name) [. . . .]
(Address) [. . . .]
(Phone #) [. . . .]
H. Anniversary Date: [. . . .]
I. Plan Year shall mean the 12 consecutive month period commencing
on ___________ /___________ and ending on _________ /_________.
J. Service with the following predecessor employer(s) shall be
credited for purposes of vesting and eligibility: [. . . .]
[Note: Such Service must be provided if the adopting Employer
maintains the plan of the predecessor employer].
K. The following employer(s) associated with the Employer under
section 414(b), (c), (m) or (o) of the Internal Revenue Code
("Code") shall be Participating Affiliates in the Plan: [. . ..]
L. Are all employers associated with the Employer under section
414(b), (c), (m) or (o) of the Code participating in the Plan?:
( ) Yes ( ) No
II. HOURS OF SERVICE
Hours of Service under the Plan will be determined for all Employees
on the basis of the method selected below:
( ) On the basis of actual hours for which an Employee is paid or
entitled to payment.
( ) On the basis of days worked. An Employee will be credited with
10 Hours of Service for any day such Employee would be credited
with at least one Hour of Service during the day under the Plan.
( ) On the basis of weeks worked. An Employee will be credited with
45 Hours of Service for any week such Employee would be credited
with at least one Hour of Service during the week under the Plan.
( ) On the basis of semi-monthly payroll periods. An Employee will
be credited with 95 Hours of Service for any semi-monthly payroll
period such Employee would be credited with at least one Hour of
Service under the Plan.
( ) On the basis of months worked. An Employee will be credited with
190 Hours of Service for any month such Employee would be
credited with at least one Hour of Service under the Plan.
( ) On the basis of elapsed time.
III. ELIGIBLE EMPLOYEES
All Employees shall be Eligible Employees, except:
( ) Employees included in an unit of Employees covered by a
collective bargaining agreement between the Employer and
employee representatives, if retirement benefits were the
subject of good faith bargaining and if two percent or less
of the Employees of the Employer covered by the Agreement
are professionals as defined in section 1.410(b)-9 of the
Income Tax Regulations. For this purpose, the term
"employee representatives" does not include any organization
more than half of whose members are Employees who are
owners, officers, or executives of the Employer.
( ) Employees who are nonresident aliens (within the meaning of
section 7701(b)(1)(B) of the Code and who receive no earned
income (within the meaning of section 911(d)(2) of the Code)
from the Employer which constitutes income from sources
within the United States (within the meaning of section
861(a)(3) of the Code).
( ) Employees included in the following job classifications
[. . . .]
( ) Employees of the following employers aggregated under
section 414(b), (c), (m) or (o) of the Code [. . . .]
( ) Individuals required to be considered Employees under
section 414(n) of the Code.
Note: The term Employee includes all Employees of the Employer and
any employer required to be aggregated with the Employer under section
414(b), (c), (m) or (o) of the Code, and individuals considered
employees of any such employer under section 414(n) or (o) of the
Code.
IV. AGE AND SERVICE REQUIREMENTS
Each Eligible Employee shall become a Participant on the Entry Date
coincident with or following completion of the following age and
service requirements:
( ) No age or service requirement.
( ) The attainment of age [. . . .] (not to exceed age 21).
( ) The completion of [. . . .] (not to exceed 2) Eligibility
Years of Service.
[Note: If more than 1 Eligibility Year of Service is
required, Participants must be 100% immediately vested. If
the Eligibility Years of Service is or includes a fractional
year, an Employee may not be required to complete any
specified number of Hours of Service to receive credit for
such fractional year.]
AND
( ) Effective Date entry. Each Eligible Employee who is
employed on the Effective Date shall become a Participant on
the effective date. Each Eligible Employee employed after
the Effective Date shall become a Participant on the Entry
Date coincident with or following completion of the age and
service requirements specified above.
V. ELIGIBILITY YEARS OF SERVICE
In order to be credited with an Eligibility Year of Service, an
Employee shall complete [. . . .] (not to exceed 1,000) Hours of
Service. (Not applicable if elapsed time method of crediting service
is elected.)
VI. ENTRY DATE
The Entry Date shall mean:
( ) Annual Entry. The fist day of the Plan Year. [Note: If
Annual Entry is selected, the age and service requirements
cannot exceed 20-1/2 and 1/2 Eligibility Year of Service (or
1-1/2 Eligibility Years of Service if 100% immediate vesting
is elected).]
( ) Dual Entry. The first day of the Plan Year and the first
day of the seventh month of the Plan year.
( ) Quarterly Entry. The first day of the Plan Year and the
first day of the fourth, seventh and tenth months of the
Plan Year.
( ) Monthly Entry. The first day of the Plan year and the first
day of each following month of the Plan Year.
VII. COMPENSATION
A. Except for purposes of "annual additions" testing under Section
415 of the Code, Compensation shall mean all of each
Participant's
( ) Information required to be reported under sections 6041 and
6051 of the Code. (Wages, tips and other compensation box on
Form W-2) Compensation is defined as wages as defined in section
3401(a) of the Code and all other payments of compensation to the
Employee by the Employer (in the course of the Employer's trade
or business) for which the Employer is required to furnish the
Employee a written statement under sections 6041(d) and
6051(a)(3) of the Code. Compensation must be determined without
regard to any rules under section 3401(a) of the Code that limit
the remuneration included in wages based on the nature or
location of the employment or services performed (such as the
exception for agricultural labor in section 3401(a)(2) of the
Code). This definition of Compensation shall exclude amounts
paid or reimbursed by the Employer for moving expenses incurred
by an Employee, but only to the extent that at the time of the
payment it is reasonable to believe that these amounts are
deductible by the Employee under section 217 of the Code.
( ) Section 3401(a) wages. Compensation is defined as wages within
the meaning of section 3401(a) of the Code for purposes of income
tax withholding at the source but determined without regard to
any rules that limit the remuneration included in wages based on
the nature or location of the employment or the services
performed (such as the exception for agricultural labor in
section 3401(a)(2) of the Code).
( ) Section 415 safe-harbor compensation. Compensation is
defined as wages, salaries, and fees for professional services
and other amounts received (without regard to whether or not an
amount is paid in cash) for personal services actually rendered
in the course of employment with the Employer to the extent that
the amounts are includible in gross income (including, but not
limited to, commissions paid salesmen, compensation for services
on the basis of a percentage of profits, commissions on insurance
premiums, tips, bonuses, fringe benefits, and reimbursements
or other expense allowances under a non-accountable plan (as
described in Section 1.62-2(c)), and excluding the following:
(a) Employer contributions to a plan of deferred compensation
which are not includible in the Employee's gross income for the
taxable year in which contributed, or Employer contributions under
a simplified employee pension plan described in section 408(k) of
the Code, or any distributions from a plan of deferred compensation
regardless of whether such amounts are includible in the gross
income of the Employee; (b) Amounts realized from the exercise of
a non-qualified stock option, or when restricted stock (or property)
held by the Employee either becomes freely transferable or is no
longer subject to a substantial risk of forfeiture;
(c) Amounts realized from the sale, exchange or other
disposition of stock acquired under a qualified stock option; and
(d) Other amounts which receive special tax benefits, such
as premiums for group-term life insurance (but only to the extent
that the premiums are not includible in the gross income of the
Employee), or contributions made by the Employer (whether or not
under a salary reduction agreement) towards the purchase of an
annuity contract described in section 403(b) of the Code (whether
or not the contributions are actually excludable from the gross
income of the Employee).
which is actually paid or made available to the Participant
during
( ) the Plan Year
( ) the calendar year ending with or within the Plan Year
( ) __________________ (must be determined on the basis of
any consecutive period ending within the Plan Year
which is at least 12 months in duration and applied
uniformly to all Employees in the Plan).
For Employees whose date of hire is less than 12 months before
the end of the 12-month period designated, Compensation will be
determined over the Plan Year.
( ) Compensation shall be reduced by all of the following items (even
if includible in gross income): reimbursements or other expense
allowances, fringe benefits (cash and noncash), money expenses,
deferred compensation and welfare benefits.
Compensation ( ) shall; ( ) shall not include Employer contributions
made pursuant to a salary reduction agreement with an Employee which
are not includible in the gross income of the Employee by reason of
sections 125, 402(e)(3), 402(h) or 403(b) of the Code.
If benefits under the Plan are not determined on a integrated basis,
the following may be excluded from the definition of Compensation
selected above (provided the Employer determines that the resulting
definition of Compensation does not violate the nondiscrimination
provisions of the Income Tax Regulations) for any year in which the
Plan is not Top Heavy:
( ) bonuses
( ) overtime
( ) commissions
( ) amounts in excess of $[....]
( ) [.........]
For any Self-Employed Individual covered under the Plan, Compensation
means Earned Income.
Average Compensation shall mean the average of a Participant's
Compensation for the highest [. . . .] (not less than 3 nor more than
5) consecutive Plan Years. If a Participant's entire period of
Service for the Employer is less than three consecutive years,
Compensation is averaged on an annual basis over the Participant's
entire period of Service.
B. For purposes of "annual additions" testing under section 415 of
the Code, Compensation for any Limitation Year shall mean all of
each Participant's:
( ) Information required to be reported under sections 6041 and
6051 of the Code. (Wages, tips and other compensation box on
Form W-2) Compensation is defined as wages as defined in section
3401(a) of the Code and all other payments of compensation to the
Employee by the Employer (in the course of the Employer's trade
or business) for which the Employer is required to furnish the
Employee a written statement under sections 6041(d) and
6051(a)(3) of the Code. Compensation must be determined without
regard to any rules under section 3401(a) of the Code that limit
the remuneration included in wages based on the nature or
location of the employment or services performed (such as the
exception for agricultural labor in section 3401(a)(2) of the
Code). This definition of Compensation shall exclude amounts
paid or reimbursed by the Employer for moving expenses incurred
by an Employee, but only to the extent that at the time of the
payment it is reasonable to believe that these amounts are
deductible by the Employee under section 217 of the Code.
( ) Section 3401(a) wages. Compensation is defined as wages
within the meaning of section 3401(a) of the Code for purposes of
income tax withholding at the source but determined without
regard to any rules that limit the remuneration included in wages
based on the nature or location of the employment or the services
performed (such as the exception for agricultural labor in
section 3401(a)(2) of the Code).
( ) Section 415 safe-harbor compensation. Compensation is
defined as wages, salaries, and fees for professional services
and other amounts received (without regard to whether or not an
amount is paid in cash) for personal services actually rendered
in the course of employment with the Employer to the extent that
the amounts are includible in gross income (including, but not
limited to, commissions paid salesmen, compensation for services
on the basis of a percentage of profits, commissions on insurance
premiums, tips, bonuses, fringe benefits, and reimbursements or
other expense allowances under a non accountable plan (as
described in section 1.62-2(c) of the regulations), and excluding
the following:
(a) Employer contributions to a plan of deferred
compensation to the extent that, before the application of the
section 415 limitations to that plan, the contributions are not
includible in the Employee's gross income for the taxable year in
which contributed, or Employer contributions under a simplified
employee pension plan described in section 408(k) of the Code, or
any distributions from a plan of deferred compensation regardless
of whether such amounts are includible in the gross income of the
Employee;
(b) Amounts realized from the exercise of a non-qualified
stock option, or when restricted stock (or property) held by the
Employee either becomes freely transferable or is no longer
subject to a substantial risk of forfeiture;
(c) Amounts realized from the sale, exchange or other
disposition of stock acquired under a qualified stock option; and
(d) Other amounts which receive special tax benefits, such
as premiums for group-term life insurance (but only to the extent
that the premiums are not includible in the gross income of the
Employee), or contributions made by the Employer (whether or not
under a salary reduction agreement) towards the purchase of an
annuity contract described in section 403(b) of the Code (whether
or not the contributions are actually excludable from the gross
income of the Employee).
which is actually paid or includible in gross income during such
Limitation Year.
Note: Section 415 safe-harbor compensation is determined
without regard to the exclusions from gross income in
sections 931 and 933 of the Code. A similar rule is to
be applied in determining the compensation of Self-
Employed individuals.
For any Self-Employed Individual covered under the Plan,
Compensation means Earned Income.
VIII. LIMITATION YEAR
Limitation Year shall mean the 12-consecutive-month period:
( ) Identical to the Plan Year.
( ) Identical to the Employer's fiscal year ending with or
within the Plan Year of reference.
( ) As fixed by a resolution of the Board of Directors of the
Employer, or the Employer if no Board of Directors exists.
IX. NORMAL RETIREMENT AGE
Normal Retirement Age shall mean:
( ) Age [. . . .] (not to exceed 65)
( ) The later of:
(i) age __________ (not to exceed 65) or
(ii) the __________(not to exceed 5th) anniversary of
the participation commencement date. If, for Plan Years
beginning before January 1, 1988, Normal Retirement Age was
determined with reference to the anniversary of the
participation commencement date (more than 5 but not to
exceed 10 years), the anniversary date for Participants who
first commenced participation under the Plan before the
first Plan Year beginning on or after January 1,1988, shall
be the earlier of (A) the tenth anniversary of the date the
Participant commenced participation in the Plan (or such
anniversary as had been elected by the Employer, if less
than 10) or (B) the fifth anniversary of the first day of
the first Plan Year beginning on or after January 1, 1988.
The participation commencement date is the first day of the
first Plan Year in which the Participant commenced
participation in the Plan.
The suspension of benefit rules in section 5.7 of the Plan
will apply to:
( ) all Participants in the Plan.
( ) only those Participants described in section 5.7
of the Plan whose benefits, if actuarially increased, would
exceed the limitations of section 415 of the Code.
X. EARLY RETIREMENT DATE
Early Retirement Date shall mean the first day of any month following:
( ) There shall be no early retirement provision in this Plan.
( ) Age [. . . .].
( ) Age [. . . .] and [. . . .] years of Service.
[Note: Early Retirement Age cannot be more than 10 years before
Normal Retirement Age.]
The suspension of benefit rules in section 5.7 of the Plan will apply
to:
( ) all Participants in the plan.
( ) only those Participants described in section 5.7 of the Plan
whose benefits, if actuarially increased, would exceed the
limitations of section 415 of the Code.
XI. VESTED TERMINATION DATE
A Participant who terminates employment with a vested interest may
elect to commence payment of his vested benefits as of the first day
of any month following:
( ) termination of employment (no age requirement).
( ) attainment of age [. . . .]. (Should not be less than the age
required for Early Retirement, if any).
XII. RETIREMENT BENEFITS
A. Annual Retirement Benefit Formula.
Subject to the overall permitted disparity limit below, the current
benefit formula under the Plan will be an amount payable at normal
retirement age equal to:
Integrated-Excess Benefit Formula
( ) Fixed Benefit - [. . . .]% of Average Compensation up to the
Integration Level for the Plan Year ("Base Benefit
Percentage"), plus [. . . .]% of Average Compensation in
excess of the Integration level for the Plan Year ("Excess
Benefit Percentage").
Note: The Excess Benefit Percentage may not exceed the Base
Benefit Percentage by more than the lesser of (i) the Base
Benefit Percentage or (ii) the product of 35 times the
applicable factor determined from Table I or II in Section
XII, B. below.
If a Participant begins receiving benefits at an age other
than Normal Retirement Age, the Participant's benefit will
be determined in accordance with section 5.3 of the Plan.
For Participants who are projected to have earned less than
35 years of Service under this Plan as of the end of the
Plan Year in which they attain Normal Retirement Age (or
current age, if later), the Base Benefit Percentage and the
Excess Benefit Percentage will be reduced by multiplying
them by a fraction, the numerator of which is the number of
years of Service the Participant is projected to have earned
under this Plan as of the end of the Plan Year in which the
Participant attains Normal Retirement Age (or current age,
if later), and the denominator of which is 35.
Cumulative permitted disparity adjustment: If the number of
the Participant's Cumulative permitted disparity years
exceeds 35, the Participant's benefit will be further
adjusted as provided below. A Participant's cumulative
disparity years consist of the sum of: (1) the total years
of Service a Participant is projected to have earned under
this Plan by the end of the Plan Year containing the
Participant's Normal Retirement Age, and subsequent years of
Service, if any, (the total not to exceed 35), and (2) the
number of years credited to the Participant for purposes of
the benefit formula or the accrual method under the Plan,
under one or more other qualified plans or simplified
employee pensions (whether or not terminated) ever
maintained by the Employer (other than years counted in (1),
and not including any years credited to the Participant
under such other qualified plans or simplified employee
pensions after the Participant has earned 35 years of
Service under this Plan). For purposes of determining the
Participant's cumulative permitted disparity limit, all
years ending in the same calendar year are treated as the
same year.
If this cumulative disparity adjustment is applicable, the
Participant's benefit will be increased as follows:
(A) Subtract the Participant's Base Benefit Percentage from
the Participant's Excess Benefit Percentage (after
modification in accordance with the paragraphs
preceding this cumulative disparity adjustment).
(B) Divide the result in (A) by the Participant's years of
Service under the Plan projected to the later of Normal
Retirement Age or current age, not to exceed 35 years
of Service.
(C) Multiply the result in (B) by the number of years by
which the Participant's Cumulative Disparity Years
exceed 35.
(D) Add the result in (C) to the Participant's Base Benefit
Percentage determined prior to this cumulative
disparity adjustment.
Overall permitted disparity limit: For any Plan Year this
Plan benefits any Participant who benefits under another
qualified plan or simplified employee pension maintained by
the Employer that provides for permitted disparity (or
imputes disparity), the benefit for each Participant under
this Plan will be equal to the Base Benefit Percentage times
the Participant's Average Compensation. For Participants
who are projected to have earned less than 35 years of
Service under this Plan as of the end of the Plan Year in
which they attain Normal Retirement Age, (or current age, if
later), the percentage in the preceding sentence will be
multiplied by a fraction (not more than one), the numerator
of which is the number of the Participant's years of Service
the Participant is projected to have earned under this Plan
as of the end of the Plan Year in which the Participant
attains Normal Retirement Age (or current age, if later),
and the denominator of which is 35. If this paragraph is
applicable, this Plan will have a Fresh-Start Date on the
last day of the Plan Year preceding the Plan Year in which
this paragraph is first applicable. In addition, if in any
subsequent Plan Year this Plan no longer benefits any
Participant who also benefits under another qualified plan
or simplified employee pension maintained by the Employer
that provides for permitted disparity (or imputes permitted
disparity), this Plan will have a Fresh-Start Date on the
last day of the Plan Year preceding the Plan Year in which
this paragraph is no longer applicable. For purposes of
determining the Participant's overall permitted disparity
limit, all years ending in the same calendar year are
treated as the same year.
( ) Unit Benefit - the sum of (a) and (b) below: (a) [. . . .]%
of Average Compensation up to the Integration Level for the
Plan Year ("Base Benefit Percentage"), times years of
Service plus [. . . .]% of Average Compensation in excess of
the Integration Level for the Plan Year ("Excess Benefit
Percentage") times years of Service. The maximum number of
years of Service which may be taken into account for this
purpose shall be [. .] (not to exceed 35).
If the Participant's benefit after the latest Fresh-Start
Date is determined under the fraction accrual rule or the
Plan satisfies section 411(b)(1)(f) of the Code, the maximum
number of years of Service during which permitted disparity
is taken into account under this formula may not be less
than 25.
The number of years of Service taken into account under
paragraph (a) for any Participant will not exceed the
Participant's cumulative permitted disparity limit. The
Participant's cumulative permitted disparity limit is equal
to 35 minus the number of years credited to the Participant
for purposes of the benefit formula or the accrual method
under the Plan, under one or more qualified plans or
simplified employee pensions (whether or not terminated)
ever maintained by the Employer other than years for which a
Participant earned a year of Service under the benefit
formula in paragraph (a). For purposes of determining the
Participant's cumulative permitted disparity limit, all
years ending in the same calendar year are treated as the
same year. If the Participant's cumulative permitted
disparity limit is less than the period of years specified
in paragraph (a), then for years after the Participant
reaches the cumulative permitted disparity limit and through
the end of the period specified in paragraph (a), the
Participant's benefit will be equal to the Excess Benefit
Percentage or, if the Participant's benefit after the latest
Fresh-Start Date is not accrued under the Fractional accrual
rule and the Plan does not satisfy section 411(b)(1)(f) of
the Code, 133 1/3 percent of the Base Benefit Percentage, if
lesser, times Average Compensation.
(b)[...]% (not to exceed the lesser of: (1) the Excess
Benefit Percentage, and (2) 133 1/3 percent of the Base
Benefit Percentage, times Average Compensation for each year
of Service after the number of years of Service taken into
account in the first paragraph of (a). If, however,
benefits after the latest Fresh-Start Date are accrued under
he fractional accrual rule or the Plan satisfies section
411(b)(1)(f) of the Code, then for each year of Service
after the years of Service taken into account in paragraph
(a), this percentage will be equal to the Excess Benefit
Percentage. The maximum number of years of Service taken
into account under this paragraph will be [...] (if benefits
after the latest Fresh-Start Date are accrued under the
fractional accrual rule or the Plan satisfies section
411(b)(1)(f) of the Code, the number of years entered must
be no less than 35 minus the number of years of Service
taken into account in paragraph (a)).
For purposes of the preceding paragraph(s), the Maximum
Excess Allowance is, with respect to benefits under the Plan
for any year of Service, the lesser of (1) the Base Benefit
Percentage or (2) the applicable factor determined from
Table I or II in section B below.
If a Participant begins receiving benefits at an age other
than Normal Retirement Age, the Participant's benefit will
be determined in accordance with section 5.3 of the Plan.
Overall permitted disparity limit: For any Plan Year this
Plan benefits any Participant who benefits under another
qualified plan or simplified employee pension maintained by
the Employer that provides for permitted disparity (or
imputes permitted disparity), the benefit for each
Participant under this Plan will be equal to the Base
Benefit Percentage times the Participant's Average
Compensation. If this paragraph is applicable, this Plan
will have a Fresh-Start Date on the last day of the Plan
Year preceding the Plan Year in which this paragraph is
first applicable. In addition, if in any subsequent Plan
Year this Plan no longer benefits any Participant who also
benefits under another qualified plan or simplified employee
pension maintained by the Employer that provides for
permitted disparity (or imputes permitted disparity), this
Plan will have a Fresh-Start Date on the last day of the
Plan Year preceding the Plan Year in which this paragraph is
no longer applicable. For purposes of determining the
Participant's overall permitted disparity limit, all years
ending in the same calendar year are treated as the same year.
Integrated-Offset Benefit Formula
( ) Fixed Benefit - [.....]% (Gross Benefit Percentage) times
Average Compensation offset by [.....]% (Offset Percentage --
not to exceed the Maximum Offset Allowance) times Final
Average Compensation up to the offset level. The Offset
Percentage for any Participant shall not exceed one-half of the
Gross Benefit Percentage, multiplied by a fraction (not to
exceed one), the numerator of which is the Participant's
Average Compensation, and the denominator of which is the
Participant's Final Average Compensation up to the offset
level.
The Maximum Offset Allowance will not exceed the lesser of
(1) the applicable factor from Table I or II in section B.
below, multiplied by 35, and (2) one-half of the Gross Benefit
Percentage.
If a Participant begins receiving benefits at an age other
than Normal Retirement Age, the Participant's benefit will
be determined in accordance with section 5.3 of the Plan.
For Participants who are projected to have earned less than
35 years of Service under this Plan as of the end of the
Plan Year in which they attain Normal Retirement Age (or the
current age, if later), both the Gross Benefit Percentage
and the Offset Percentage will be reduced by multiplying
them by a fraction, the numerator of which is the number of
years of Service the Participant is projected to have earned
under this Plan as of the end of the Plan Year in which the
Participant attains Normal Retirement Age (or the current
age, if later), and the denominator of which is 35.
Cumulative permitted disparity adjustment: If the number of
the Participant's cumulative permitted disparity years
exceeds 35, the Offset Percentage will be further adjusted
as provided below. A Participants cumulative disparity years
consist of the sum of: (l) the total years of Service a
Participant is projected to have earned under this Plan by
the end of the Plan Year containing the Participant's Normal
Retirement Age and subsequent years of Service, if any, (the
total not to exceed 35), and (2) the number of years
credited to the Participant for purposes of the benefit
formula or the accrual method under the plan under one or
more other qualified plans or simplified employee pensions
maintained by the Employer (other than years counted in (1),
and not including any years credited to the Participant
under such other qualified plans or simplified employee
pension after the Participant has earned 35 years of Service
under this Plan). For purposes of determining the
Participant's cumulative permitted disparity limit, all
years ending in the same calendar year are treated as the
same year.
If this cumulative permitted disparity adjustment is
applicable, the Offset Percentage will be further adjusted
as follows:
(A) Divide the Offset Percentage (after modification in
accordance with the paragraphs preceding this
cumulative disparity adjustment) by the Participant's
years of Service under this Plan projected to the later
of Normal Retirement Age or current age, not to exceed
35 years of Service.
(B) Multiply the result in (A) by the number of years by
which the Participant's cumulative permitted disparity
years exceed 35.
(C) Subtract the result in (B) from the Offset Percentage
determined prior to this cumulative permitted disparity
adjustment.
Overall permitted disparity limit: For any Plan Year this
Plan benefits any Participant who benefits under another
qualified plan or simplified employee pension maintained by
the Employer that provides for permitted disparity (or
imputes permitted disparity), the benefit for all
Participants under this Plan will be equal to a percentage
that is equal to the Gross Benefit Percentage minus the
Offset Percentage, times the Participant's Average
Compensation. For Participants who are projected to have
earned less than 35 years of Service under this Plan as of
the end of the Plan Year in which they attain Normal
Retirement Age, (or current age, if later), the percentage
in the preceding sentence will be multiplied by a fraction
(not more than one), the numerator of which is the Service
the Participant is projected to have earned under this Plan
as of the end of the Plan Year in which the Participant
attains Normal Retirement Age (or current age, if later),
and the denominator of which is 35. If this paragraph is
applicable, this Plan will have a Fresh-Start Date on the
last day of the Plan Year preceding the Plan Year in which
this paragraph is first applicable. In addition, if in any
subsequent Plan Year this Plan no longer benefits any
Participant who also benefits under another qualified plan
or simplified employee pension maintained by the Employer
that provides for permitted disparity (or imputes permitted
disparity), this Plan will have a Fresh-Start Date on the
last day of the Plan Year preceding the Plan Year in which
this paragraph is no longer applicable. For purposes of
determining the Participant's cumulative permitted disparity
limit, all years ending in the same calendar year are
treated as the same year.
( ) Unit Benefit - The sum of (a) and (b): (a) [. .]% (Gross
Benefit Percentage) of Average Compensation times years of
Service offset by [. .]% (Offset Percentage not to exceed
the Maximum Offset Allowance) times Final Average Annual
Compensation up to the offset level times each year of
Service. The Offset Percentage for any Participant shall
not exceed one-half of the Gross Benefit Percentage,
multiplied by a fraction (not to exceed one), the numerator
of which is the Participant's Average Compensation, and the
denominator of which is the Participant's Final Average
Compensation up to the offset level. The maximum number of
years of Service taken into account under this paragraph
will be [...](may not exceed 35.) If the Participant's
benefit after the latest Fresh-Start Date is determined
under the fractional accrual rule in section 1.0 of the
Plan, the maximum number of years of Service during which
permitted disparity is taken into account under this formula
may not be less than 25.
The number of years of Service taken into account under
paragraph (a) for any Participant may not exceed the
Participant's cumulative permitted disparity limit. The
participant's cumulative permitted disparity limit is equal
to 35 minus the number of years credited to the participant
for purposes of the benefit formula or the accrual method
under the plan under one or more qualified plans or
simplified employee pensions (whether or not terminated)
ever maintained by the Employer, other than years for which
a Participant earned a year of Service under the benefit
formula in paragraph (a). For purposes of determining the
Participant's cumulative permitted disparity limit, all
years ending in the same calendar year are treated as the
same year. If the Participant's cumulative disparity limit
is less than the period of years specified in paragraph (a),
then for years after the Participant reaches the cumulative
permitted disparity limit and through the end of the period
specified in paragraph (a), the Participant's benefit will
be equal to the Gross Benefit Percentage, or, if the
Participant's benefit after the latest Fresh-Start Date is
not accrued under the fractional accrual rule and the Plan
does not satisfy section 411(b)(1)(f) of the Code, 133 1/3
percent of the Gross Benefit Percentage reduced by the
offset percentage if lesser, times Average Compensation.
(b)[...]% (not to exceed the lesser of: (l) the Gross
Benefit Percentage, and (2) 133 1/3 percent of the Gross
Benefit Percentage reduced by the Offset Percentage, times
Average Compensation for each year of Service after the
number of years of Service taken into account in paragraph
(a). If however, benefits after the latest Fresh-Start Date
are accrued under the fractional accrual rule or the Plan
satisfies section 411(b)(1)(f) of the Code, then for each
year of Service after the years of Service taken into
account in paragraph (a), this percentage will be equal to
the Gross Benefit Percentage. The maximum number of years of
Service taken into account under this paragraph (b) will be
[...] (if benefits after the latest Fresh-Start Date are
accrued under the fractional accrual rule or the Plan
satisfies section 411(b)(1)(f) of the Code, the number of
years entered must be no less than 35 minus the number of
years of Service taken into account in paragraph (a)).
For purposes of the preceding paragraph(s), the Maximum
Offset Allowance will not exceed the lesser of (1) the
applicable factor from Table I or II in section B, below, or
(2) one-half of the Gross Benefit Percentage.
If a Participant begins receiving benefits at an age other
than Normal Retirement Age, the participant's benefit will
be determined in accordance with section 5.3 of the Plan.
Overall permitted disparity limit: For any Plan Year this
Plan benefits any Participant who benefits under another
qualified plan or simplified employee pension maintained by
the Employer that provides for permitted disparity (or
imputes permitted disparity), the benefit for all
Participants under this Plan will be equal to the Gross
Benefit Percentage minus the Offset Percentage, times the
Participant's total Average Compensation. If this paragraph
is applicable, this Plan will have a Fresh-Start Date on the
last day of the Plan Year preceding the Plan Year in which
this paragraph is first applicable. In addition, if in any
subsequent Plan Year this Plan no longer benefits any
Participant who also benefits under another qualified plan
or simplified employee pension maintained by the Employer
that provides for permitted disparity (or imputes permitted
disparity), this Plan will have a Fresh-Start Date on the
last day of the Plan Year preceding the Plan Year in which
this paragraph is no longer applicable. For purposes of
determining the Participant's overall permitted disparity
limit, all years ending in the same calendar year are
treated as the same year.
Non-Integrated Benefit Formula
( ) Fixed Benefit - [. . . .]% of Average Compensation. Such
benefit shall be reduced pro-rata for years of Participation
less than [. . . .] years.
( ) Unit Benefit - [. . . .]% of Average Compensation times
years of Participation.
( ) Unit Benefit (past/future) - [. . . .]% of Average
Compensation times years of Participation before the
Effective Date, plus [. . ..]% of Average Compensation times
years of Participation after the Effective Date.
Minimum/Maximum Benefit
Notwithstanding the benefit formula specified above:
( ) The minimum annual retirement benefit, if any, shall be at
least $[....]
( ) The maximum annual retirement benefit shall be $[...].
B. Applicable Factor.
The Applicable Factor is determined from the appropriate table
below based on the Normal Retirement Age under the Plan, as
specified above (determined without regard to any years of
Participation requirement). If the Plan's Standard Form of
Retirement Income, as specified below, is other than a life
annuity, the factor determined from the appropriate table below
must be multiplied by the following adjustment factor: life
annuity, 10 years guaranteed -- .90; life annuity and 50%
survivor benefit -- .80; life annuity and 100% survivor benefit
-- .666.
If the Integration Level under the Plan is either option 4 or 5
in Section XII, C. below, the appropriate table is Table II.
Otherwise, the appropriate table shall be Table I.
TABLE I
Plan's Normal
Retirement Age Participant's Social Security Retirement Age
______________ _____________________________________________
65 66 67
65 .75 .70 .65
64 .70 .65 .60
63 .65 .60 .55
62 .60 .55 .50
61 .55 .50 .475
60 .50 .475 .45
59 .475 .45 .425
58 .45 .425 .40
57 .425 .40 .375
56 .40 .375 .344
55 .375 .344 .316
TABLE II
Plan's Normal
Retirement Age Participant's Social Security Retirement Age
______________ ____________________________________________
65 66 67
65 .60 .56 .52
64 .56 .52 .48
63 .52 .48 .44
62 .48 .44 .40
61 .44 .40 .38
60 .40 .38 .36
59 .38 .36 .34
58 .36 .34 .32
57 .34 .32 .30
56 .32 .30 .2752
55 .30 .2752 .2528
If a Participant begins receiving benefits before Normal
Retirement Age or, in the case of a fixed benefit plan (whether
excess or offset), the Participant has completed less than 35
years of Participation, the Participant's benefit will be
determined in accordance with Section 5.7 of the Plan.
C. Integration Level - the Integration Level for each Plan Year for
each Participant shall be:
( ) 1. The Participant's Covered Compensation for the Plan Year.
( ) 2. The greater of $10,000 or one-half of the Covered
Compensation of any person who attains Social Security
Retirement Age during the calendar year in which the Plan
Year begins.
( ) 3. $________ (a single dollar amount not to exceed the greater
of $10,000 or one-half of Covered Compensation of any person
who attains Social Security Retirement Age during the
calendar year in which the Plan Year begins.)
( ) 4. $________ (a single dollar amount that exceeds the greater
of $10,000 or one-half of Covered Compensation of any person
who attains Social Security Retirement Age during the
calendar year in which the Plan Year begins, but not to
exceed the greater of $25,450 or 150% of the Covered
Compensation of an individual attaining Social Security
Retirement Age in the current Plan Year.)
( ) 5. A uniform percentage equal to ________% (greater than 100
percent but not greater than 150 percent of each
Participant's Covered Compensation for the current year, and
in no event in excess of the Taxable Wage Base (for excess
plans), or Final Average Compensation (for offset plans))
Covered Compensation will be determined based on the following year:
[ ] current Plan Year
[ ] __________ Plan Year (may be Covered Compensation for a
Plan Year earlier than the current Plan Year, provided
the earlier Plan Year is the same for all Employees and
is not earlier than the later of (A) the Plan Year that
begins 5 years before the current Plan Year, and (B)
the Plan Year beginning in 1989. If the Plan Year
entered is more than five years prior to the current
Plan Year, the Participant's Covered Compensation will
be that determined under the Covered Compensation table
for the Plan Year five years prior to the current Plan
Year.
D. Participation.
For benefit accrual purposes, Participation shall not include:
( ) employment prior to the original effective date of the Plan.
( ) employment prior to the date the Participant gained
membership in the Plan.
( ) employment other than as an Eligible Employee.
( ) with respect to Participants who were not Eligible Employees
under the Plan prior to the first Plan Year beginning on or
after January 1, 1988 because their employment began within
5 years of their Normal Retirement Date, employment prior to
becoming a Participant.
In order to be credited with a year of Participation, an Active
Participant must have: (Not applicable if elapsed time method of
crediting service is elected.)
( ) 501 Hours of Service:
( ) [. . . .] Hours of Service (cannot exceed 1,000);
( ) 1,000 Hours of Service
E. Standard Form of Retirement Income:
( ) Life annuity
( ) Life annuity, 10 years guaranteed
( ) Life annuity and 50% survivor benefit
( ) Life annuity and 100% survivor benefit
F. Actuarial Equivalent.
For purposes of determining the Actuarial Equivalent, of any
benefit, the following mortality and interest rate assumptions
shall be used:
Interest rate - Pre-retirement: [. . . .]%
Post-retirement: [. . . .]%
(must be between 7 1/2% and 8 1/2% if the plan provides for
permitted disparity under section 401(l) of the Code.
Mortality table: [. . . .]
(must be standard mortality table as described in section
1.401(a)(4)-12 of the Income Tax regulations if the plan provides
for permitted disparity under section 401(l) of the Code.
G. Fresh Start Rule.
The formula with wear-away and formula with extended wear-away
Fresh-Start rules below take into account an Employee's past
service in determining the Employee's benefit accruals under the
Plan: either of these Fresh-Start rules may cause the Plan to
fail to satisfy the safe harbor for past service in section
1.401(a)(4)-5(a)(3) of the Income Tax Regulations.
The Accrued Benefit of each Participant in the Fresh-Start Group
under the Plan will be equal to:
( ) 1. Formula with wear-away -- the greater of:
(a) the Participant's Frozen Accrued Benefit, if any, and
(b) the Participant's Accrued Benefit determined with respect to
the current benefit formula as applied to the Participant's
total years of Service under the Plan.
( ) 2. Formula without wear-away -- the sum of:
(a) the Participant's Frozen Accrued Benefit, if any, and
(b) the Participant's Accrued Benefit determined with respect to
the current benefit formula as applied to the Participant's
years of Service beginning after the Fresh-Start Date.
If, however, the Participant's benefit under the Plan is accrued
under the fractional accrual rule or the 3 percent accrual rule,
or if this Plan satisfies the safe harbor for insurance contract
plans in Income Tax Regulations section 1.401(a)(4)-3(b)(7), this
formula without wear-away will not apply, and the Participant's
Accrued Benefit will be determined in accordance with the formula
with wear-away above.
( ) 3. Formula with extended wear-away -- the greater of the
Accrued Benefit determined for the Participant under the formula
with wear-away or the formula without wear-away above.
If, however, the Participant's benefit under the Plan is accrued
under the 3 percent accrual rule, the formula with extended
wear-away will not apply, and the Participant's Accrued Benefit
will be determined in accordance with the formula with wear-away
above.
Definition of Fresh-Start Group. The Fresh-Start Group consists
of all Participants who have Accrued Benefits as of the Fresh-
Start Date and have at least one Hour of Service with the
Employer after that date. However, if designated below, the
Fresh-Start Group shall be limited to:
( ) section 401(a)(17) Participants (may be elected only with respect
to a Tax Reform Act of 1986 (TRA '86) Fresh-Start Date and with
respect to an Omnibus Budget Reconciliation Act of 1993 (OBRA
'93) Fresh-Start Date). A TRA '86 Fresh-Start Date means a Fresh
Start Date that is not earlier than the last day of the last Plan
Year beginning before the First Plan Year beginning on or after
January 1, 1989 (the statutory effective date), and not later
than the last day of the last Plan Year beginning before the
first Plan Year beginning on or after January 1, 1994 (the
regulatory effective date). An OBRA '93 Fresh-Start Date means
the last day of the last Plan Year beginning before the first
Plan Year beginning on or after January 1, 1994.
( ) Members of an acquired group of employees
An acquired group of employees means employees of a prior
employer who become employed by the Employer in a transaction
between the Employer and the prior employer that is a stock or
asset acquisition, merger, or other similar transaction involving
a change in the employer of the employees of the trade or
business on or before [ / / ] (enter a date no later than the end
of the transition period defined in section 410(b)(6)(c)(ii) of
the Code, if the date selected is after February 10, 1993). The
date in the preceding sentence will be the Fresh-Start Date with
respect to members of the acquired group described below.
The acquired group consists of: ___________________________________
___________________________________________________________________
___________________________________________________________________
( ) Employees with a Frozen Accrued Benefit that is attributable to
assets and liabilities transferred to the Plan as of a Fresh-
Start Date in connection with the transfer and for whom the
current formula is different from the formula used to determine
the Frozen Accrued Benefit.
( ) The Fresh Start Date in connection with the transfer is: [ / / ]
(must be the date as of which the Employees begin accruing
benefits under the Plan).
( ) The group of employees with a Frozen Accrued Benefit that is
attributable to assets and liabilities transferred to the Plan
is: _______________________________________________________________
___________________________________________________________________
___________________________________________________________________
H. Frozen Accrued Benefit
If elected by the Employer below, each Participant's Frozen
Accrued Benefit will be adjusted in accordance with the following
fraction:
[ ] Old Compensation fraction
[ ] New Compensation fraction
[ ] Reconstructed Compensation Fraction (may be selected only
if the latest Fresh-Start Date is before the first day of the
first Plan Year beginning after January 1, 1994).
For purposes of calculating a Participant's "Reconstructed
Compensation", the selected year will be the Plan Year beginning
in (the selected year must begin after the latest Fresh-Start
Date):
( ) 1989
( ) 1990
( ) 1991
( ) 1992
( ) 1993
( ) 1994
( ) Alternative Adjustment
( ) Special adjustment for section 401(a)(17) Participants.
XIII. QUALIFIED JOINT AND SURVIVOR ANNUITY
The survivor annuity of the Qualified Joint and Survivor Annuity shall
be equal to
( ) 50% ( ) 66-2/3% ( ) 100%
of the annuity payable during the joint lives of the Participant and
the Participant's spouse.
XIV. OPTIONAL FORMS OF BENEFIT
The following optional forms of benefit shall be available in addition
to the optional forms of benefit available under Section 9.4 of the
Plan:
( ) ____________________________________________________________________
____________________________________________________________________
[Note: If the Plan is an amendment and restatement of an Existing
Plan, optional forms of benefit protected under section 411(d)(6) of
the Code may not be eliminated, unless permitted by IRS regulations
sections 1.401(a)-(4) and 1.411(d)-4.]
XV. LIFE INSURANCE
Life insurance ( ) shall; ( ) shall not be a permissible investment.
XVI. PRE-RETIREMENT DEATH BENEFIT
If the Plan is not funded with life insurance, the pre-retirement death
benefit shall be:
( ) the Qualified Pre-retirement Survivor Annuity (the required
spousal benefit) only.
( ) The Actuarial Value of the Participant's Accrued Benefit. If the
Participant's Spouse is the Beneficiary, such benefit shall be
offset by the Actuarial Value of the Qualified Pre-retirement
Survivor Annuity.
If the Plan is funded with life insurance, the face amount of the
policies purchased will be [. . . .] (not to exceed 100) times the
Participant's anticipated monthly retirement benefit.
XVII. VESTING SERVICE
In order to be credited with a year of Service for vesting purposes, a
Participant shall complete [. . . .] (not to exceed 1,000) Hours of
Service. (Not applicable if elapsed time method of crediting service
is elected.)
XVIII. VESTING SERVICE-EXCLUSIONS
All of an Employee's years of Service with the Employer shall be
counted to determine the vested interest of such Employee except:
( ) Years of Service before age 18.
( ) Years of Service before the Employer maintained this Plan or
a predecessor plan.
( ) Years of Service before the effective date of ERISA if such
Service would have been disregarded under the Service Break
rules of the prior plan in effect from time to time before
such date. For this purpose, Service Break rules are rules
which result in the loss of prior vesting or benefit
accruals, or deny an Employee's eligibility to participate
by reason of separation or failure to complete a required
period of Service within a specified period of time.
XIX. VESTING SCHEDULES
The vested interest of each Employee (who has an Hour of Service on or
after January 1, 1989) in his Employer-derived Accrued Benefit shall
be determined on the basis of the following schedule:
( ) 100% immediately vested. [Note: Mandatory if more than 1
Eligibility Year of Service is required.]
( ) 100% immediately vested after [. . . .] (not to exceed 5)
years of Service.
( ) [. . . .]% (not less than 20%) vested for each year of
Service, beginning with the [. . . .] (not more than the
3rd) year of Service until 100% vested.
( ) the Top Heavy Minimum Vesting Schedule selected in B.,
below.
( ) Other: [. . . .] (must be at least as favorable as any one
of the above 4 options).
AND
( ) Effective Date Vesting. Each Employee who is a Participant
on the Effective Date shall be 100% immediately vested.
B. Top Heavy Minimum Vesting Schedule.
One of the following schedules will be used for years when the
Plan is or is deemed to be Top-Heavy.
( ) 100% immediately vested after [. . . .] (not to exceed 3)
years of Service.
( ) 20% vested after 2 years of Service, plus
[. . . .]% vested (not less than 20%) for each additional
year of Service until 100% vested.
If the vesting schedule under the Plan shifts in or out of the
Minimum Schedule above for any Plan Year because of the Plan's
Top-Heavy status, such shift is an amendment to the vesting
schedule and the election in Section 6.5 of the Plan applies.
XX. LOANS
Loans ( ) shall; ( ) shall not be permitted.
XXI. EXCESS ASSETS
Following a complete termination of the Plan by the Employer, any
assets which remain after provisions have been made to satisfy all
liabilities of the Plan to Participants and Beneficiaries
( ) shall revert to the Employer in cash.
( ) shall be allocated among Participants on a uniform and
non-discriminatory basis, subject to the limitation on
benefits of Section 8.1 of the Plan.
Note: If this is an amendment and restatement of an existing Plan
which did not previously provide for a reversion, an election that
excess assets revert to the Employer shall not be effective before the
end of the 5th calendar year following the date of this Adoption
Agreement.
XVIII. TOP-HEAVY PROVISIONS
A. Top Heavy Status
( ) The provisions of Article XV of the Plan shall always apply.
( ) The provisions of Article XV of the Plan shall only apply in
Plan Years after 1983, during which the Plan is or becomes
Top-Heavy.
B. Minimum Benefit
If the Employer has adopted Sponsor's paired defined contribution
plan number 01001, 01003, 01004, 01005 and/or 01006 in addition
to this Plan and the definition of "Eligible Employee" in all
paired plans is identical, then Non-Key Employees who are
Participants in this Plan shall receive the minimum Top Heavy
benefit accrued under this Plan and shall receive no minimum
allocation under the paired defined contribution plan or plans.
If a Participant in this Plan who is a Non-Key Employee is
covered under another qualified plan maintained by the Employer,
other than a paired plan of the Sponsor, the minimum Top Heavy
allocation or benefit required under section 416 of the Code
shall be provided to such Non-Key Employee under:
( ) this Plan.
( ) the Employer's qualified defined contribution plan.
C. Determination of Present Value
For purposes of establishing present value to compute the
Top-Heavy Ratio, any benefit shall be discounted only for
mortality and interest based on the following:
( ) Interest Rate [....]% (must be between 7 1/2% and 8 1/2% if the
plan provides for permitted disparity under section 401(l) of the
Code).
Mortality table: [....] (must be standard mortality table as
described in section 1/401(a)(4)-12 of the Income Tax regulations
if the plan provides for permitted disparity under section 401(l)
of the Code).
( ) The Interest Rate(s) and Mortality Table specified under
Section 1.2 of the Plan
D. Valuation Date
For purposes of computing the Top-Heavy Ratio, the Valuation Date
shall be one of the following:
( ) the first day of the Plan Year
( ) the last day of the Plan Year
( ) [....]
[Note: The date selected must be the same date used for
computing Plan costs for minimum funding, regardless of whether a
valuation is performed that year.]
XIX. LIMITATION ON BENEFITS
If the Employer maintains or has ever maintained another qualified
plan (other than the Sponsor's paired defined contribution plan number
01001, 01003, 01004, 01005 and/or 01006) in which any Participant in
this Plan is (or was) a Participant or could possibly become a
Participant, the adopting Employer must complete this Section. The
Employer must also complete this Section if it maintains a welfare
benefit fund, as defined in section 419(e) of the Code, or an
individual medical account, as defined in section 415(1)(2) of the
Code, under which amounts are treated as Annual Additions with respect
to any Participant in the Plan. (If the Employer maintains only
paired plans of the Sponsor this Section should not be completed.)
(a) If a Participant is, or ever has been, covered under another
qualified defined benefit plan maintained by the Employer, annual
benefits shall be limited to comply with section 415(b) of the
Code:
( ) by freezing or reducing Annual Benefits under this Plan.
( ) by freezing or reducing Annual Benefits in the other
qualified defined benefit plan.
(b) If a Participant is, or has ever been, a participant in one or
more qualified defined contributions plans maintained by the
Employer, the "1.0" aggregate limitation of section 415(e) of the
Code shall be satisfied by:
( ) freezing or reducing Annual Benefits under this Plan.
( ) freezing or reducing the Annual Additions under the defined
contribution plan or plans.
XX. PRE-TERMINATION RESTRICTIONS
The pre-termination restrictions in Section 8.3 of the Plan will be
effective [ / / ] (no later than the first day of the 1994 plan
year).
XXI. EMPLOYER REPRESENTATIONS
The Employer hereby represents that:
a. It is aware of, and agrees to be bound by, the terms of
the Plan.
b. It understands that the Sponsor will not furnish legal
or tax advice in connection with the adoption or
operation of the Plan and has consulted legal and tax
counsel to the extent necessary.
c. The failure to properly fill out this Adoption
Agreement may result in disqualification of the Plan.
XXII. RELIANCE ON PLAN QUALIFICATION
An Employer who has ever maintained or who later adopts any plan
(including, after December 31, 1985, a welfare benefit fund, as
defined in section 419(e) of the Code, which provides post-retirement
medical benefits allocated to separate accounts for Key Employees, as
defined in section 419(d)(3) of the Code, or an individual medical
account, as defined in section 415(1)(2) of the Code) in addition to
this Plan (other than the Sponsor's paired defined contribution plan
number 01001, 01003, 01004, 01005 or 01006 may not rely on the opinion
letter issued by the National Office of the Internal Revenue Service
as evidence that this Plan is qualified under section 401 of the Code.
If an Employer who adopts or maintains multiple plans wishes to obtain
reliance that his or her plans are qualified, application for a
determination letter should be made to the appropriate key district
office of the Internal Revenue Service.
In addition, the Employer may rely upon the opinion letter issued by
the national Office of the Internal Revenue Service only if the plan
adopted by the Employer satisfies one of the safe-harbors provided in
regulations under section 401(a)(26) of the Code with respect to its
prior benefit structure or is deemed to satisfy section 401(a)(26)
under such regulations.
If the employer wishes to obtain reliance that its plan is qualified,
the employer may request a determination from the appropriate Key
District Director with regard to its prior benefit structure.
The Employer may not be entitled to rely on the opinion letter issued
by the National Office in certain other circumstances, which are
specified in the opinion letter issued with respect to the plan or in
section 6 of Revenue Procedure 89-9, as amended.
XXIII. PROTOTYPE PLAN DOCUMENTS
This Adoption Agreement may be used only in conjunction with the
Dreyfus Prototype Defined Benefit Plan, Basic Plan Document No. 02,
and the Dreyfus Trust Agreement all as amended from time to time. In
the event the Sponsor amends the Basic Plan Document or this Adoption
Agreement or discontinues this type of plan, it will inform the
Employer. The Sponsor, Dreyfus Corporation, is available to answer
questions regarding the intended meaning of any Plan provisions,
adoption of the Plan and the effect of an opinion letter at:
_________________________________________________________________________
_________________________________________________________________________.
IN WITNESS WHEREOF, the Employer and the Trustee have executed this
instrument the ______ day of _____ , 19__. If applicable, the appropriate
corporate seal has been affixed and attested to.
__________________________________________
Name of Business Entity
__________________________________________
Signature (Sole Proprietors only)
By:_______________________________________
Name and Title
(Corporations or Partnerships)
ATTEST:
_________________________________
Secretary (Corporations Only)
__________________________________________
Name of Trustee(s)
__________________________________________
Signature (Individual Trustee)
__________________________________________
Signature (Individual Trustee)
By:_______________________________________
Name and Title (Corporate Trustee only)
ADOPTION AGREEMENT
DREYFUS EASY STANDARDIZED/PAIRED PROTOTYPE
PROFIT SHARING PLAN
PLAN NUMBER 01006
IRS SERIAL NUMBER D262556a
The Employer named in section I.A. below hereby establishes or restates a
Profit Sharing Plan ("Plan") and Custodial Account appointing The Dreyfus
Trust Company as the custodian ("Custodian") under the related custodial
agreement ("Custodial Agreement"). The Custodial Account shall consist of
such sums as shall be paid to the Custodian, the investments thereof and
earnings thereon. The terms of the Plan are set forth in this Adoption
Agreement and the applicable provisions of the Dreyfus Prototype Defined
Contribution Plan, Basic Plan Document No. 01, and the Dreyfus Custodial
Agreement, both as amended from time to time, which are hereby adopted and
incorporated herein by reference.
I. EMPLOYER DATA
A. Employer's Name: [....]
Address: [....]
B. The Employer is a ( ) partnership; ( ) sole proprietor.
C. IF this is a new Plan, the Effective Date of the Plan is: [....].
D. If this is an amendment and restatement of an existing Plan, enter
name of Plan [....] and date adopted [....]. The effective date
of the amended Plan is: [....]
II. ELIGIBILITY
Each Eligible Employee will be eligible to participate in this Plan,
except the following:
( ) Employees who have not attained the age of [....] (not to exceed
age 21).
( ) Employees who have not completed [....] Eligibility Years of
service. (May not exceed 2 years).
Note: The term Employee includes all employees of the Employer and any
employer required to be aggregated with the Employer under Section
414(b), (c), (m) or (o) of the Internal Revenue Code ("Code"), and
individuals considered employees of any such employer under section
414(n) or (o) of the Code.
III. NORMAL RETIREMENT AGE
Normal Retirement Age shall mean age 59-1/2.
IV. EMPLOYER CONTRIBUTIONS
The Employer's contributions ( ) shall; ( ) shall not be made from its
current or accumulated Net Profits. (If left blank, contributions may
only be made from Net Profits).
The contribution will be an amount fixed by appropriate action of the
Employer and shall not be integrated with Social Security.
V. SURVIVOR ANNUITY REQUIREMENTS
Distribution of benefits upon retirement or death of a Participant
shall be subject to the Automatic Annuity rules of Section 8.2 of the
Plan.
VI. VESTING
Vesting shall be full and immediate.
VII. TOP-HEAVY RULE
A. Top-Heavy Status
The Top-Heavy provisions of Article XIII shall always apply.
B. Minimum Allocation
If the Employer has adopted Sponsor's paired defined contribution
plan number 01001, 01004 or 01005 in addition to this Plan, then
the minimum allocation required by Section 13.3 will be provided (
) under this Plan; ( ) under such other paired defined
contribution plan. If the Employer has adopted Sponsor's paired
defined benefit plan number 02001, then Participants in this Plan
(or another paired defined contribution plan) who are covered
under the paired defined benefit plan shall receive the minimum
top heavy benefit under the paired defined benefit plan and shall
receive no minimum allocation.
If a Participant in this Plan who is a Non-Key Employee is covered
under another qualified plan maintained by the Employer, other
than a paired plan of the Sponsor, the minimum top heavy
allocation or benefit required under section 416 of the Code shall
be provided to such Non-Key Employee under:
( ) this Plan.
( ) the Employer's other qualified defined contribution plan.
( ) the Employer's qualified defined benefit plan.
( ) other: ______________________________________
C. Determination of Present Value
If the Employer maintains a defined benefit plan in addition to
this Plan, and such plan fails to specify the interest rate and
mortality table to be used for purposes of establishing present
value to compute the Top-Heavy Ratio, then the following
assumptions shall be used:
Interest Rate [....]% Mortality Table [....]%
VIII. LIMITATIONS ON ALLOCATIONS
If the Employer maintains or has ever maintained another qualified plan
(other than the Sponsor's paired defined contribution plan numbers
01001, 01004 or 01005 or the Sponsor's paired defined benefit plan
number 02001), in which any Participant in this Plan is (or was) a
Participant or could possibly become a Participant, the following
provision(s) must apply. The Employer must also complete this Section
if it maintains a welfare benefit fund, as defined in section 419(e) of
the Code, or an individual medical account, as defined in section
415(l)(2) of the Code, under which amounts are treated as Annual
Additions with respect to any Participant in the Plan. (If the
Employer maintains only paired plans of the Sponsor this Section should
not be completed.)
(a) If the Participant is covered under another qualified defined
contribution plan maintained by the Employer other than a Master
or Prototype Plan, Annual Additions for any Limitation Year shall
be limited to comply with section 415(c) of the Code:
( ) in accordance with Sections 6.4(e) - (j) as though the other
plan were a Master or Prototype Plan.
( ) by freezing or reducing Annual Additions in the other
qualified defined contribution plan.
( ) other: ________________________________________________
(b) If a Participant is or has ever been a participant in a qualified
defined benefit plan maintained by the Employer, the "1.0"
aggregate limitation of section 415(e) of the Code shall be
satisfied by:
( ) freezing or reducing the rate of benefit accrual under the
qualified defined benefit plan.
( ) freezing or reducing the Annual Additions under this Plan
(or, if the Employer maintains more than one qualified
defined contribution plan, as indicated in (a) above):
( ) other: ________________________________________________
IX . INVESTMENTS
In accordance with the provisions of the Custodial Agreement, the
Employer hereby directs the Custodian to invest the assets of the Fund
as indicated per the attached Participant's Plans Detail form.
X. EMPLOYER REPRESENTATIONS
The Employer hereby represents that:
a. It is aware of, and agrees to be bound by, the terms of the Plan.
b. It understands that the Sponsor will not furnish legal or tax
advice in connection with the adoption or operation of the Plan
and has consulted legal and tax counsel to the extent necessary.
c. The failure to properly fill out this Adoption Agreement may
result in disqualification of the Plan.
XI. RELIANCE ON PLAN QUALIFICATION
An Employer who has ever maintained or who later adopts any plan
(including, after December 31, 1985, a welfare benefit fund, as defined
in section 419(e) of the Code, which provides post-retirement medical
benefits allocated to separate accounts for Key Employees, as defined
in section 419A(d)(3) of the Code, or an individual medical account, as
defined in section 415(l)(2) of the Code) in addition of this Plan
(other than the Sponsor's defined contribution paired plan number
01001, 01004, or 01005 or the Sponsor's defined benefit paired plan
number 02001) may not rely on the opinion letter issued by the National
Office of the Internal Revenue Service as evidence that this Plan is
qualified under section 401 of the Code. If the Employer who adopts or
maintains multiple plans wishes to obtain reliance that his or her
plan(s) are qualified, application for a determination letter should be
made to the appropriate Key District Director of Internal Revenue.
XII. PROTOTYPE PLAN DOCUMENTS
This Adoption Agreement may be used only in conjunction with the
Dreyfus Prototype Defined Contribution Plan, Basic Plan Document
No. 01, and the Dreyfus Custodial Agreement both as amended from time
to time. In the event the Sponsor amends Basic Plan Document No. 01 or
this Adoption Agreement or discontinues this type of plan, it will
inform the Employer. The Sponsor, The Dreyfus Corporation is available
to answer questions regarding the intended meaning of any Plan
provisions adoption of the Plan and the effect of an Opinion Letter at
144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144 [(516)
338-3418].
EMPLOYER ACCEPTANCE
By signing the Application you acknowledge that you have received and read
the Fund(s) current prospectus(es), the Dreyfus Easy Standardized/Paired
Retirement Plan and the attached Custodial Agreement. You accept the terms
of the Plan and Custodial Agreement and you appoint The Dreyfus Trust
Company to be Custodian.
____________________ _____
Employer's Signature Date
CUSTODIAN'S ACCEPTANCE
By signing here, The Dreyfus Trust Company accepts this Adoption Agreement
and its appointment as Custodian of your Dreyfus Easy Standardized/Paired
Retirement Plan. The Adoption Agreement will be maintained by The Dreyfus
Trust Company.
_________________________ ____
The Dreyfus Trust Company Date
Custodian
CUSTODIAL AGREEMENT
Dreyfus Easy Standardized/Paired Prototype
Defined Contribution Retirement Plans
Basic Plan Document No. 01
This Custodial Agreement is for use in connection with Dreyfus Easy
Standardized/Paired Prototype Money Purchase Plan (No. 01005) or Dreyfus
Easy Standardized/Paired Prototype Profit Sharing Plan (No. 01006). The
Employer named on the Adoption Agreement, by signing the Adoption Agreement,
hereby establishes a Custodial Agreement, and The Dreyfus Trust Company
(herein referred to as the "Custodian"), by countersigning the Adoption
Agreement, accepts the custodianship thereof upon the following conditions:
1. The Employer represents that the Employer is either a sole
proprietorship or a partnership.
2. The Custodial Agreement is established solely for the purpose of
holding such cash or monetary contributions made by or on behalf
of participants in the Plan (the "Participants") as the Custodian
may receive from time to time from the Employer, rollover
contributions and transfers from other qualified retirement plans
(to the extent permitted under the Plan), and investments
purchased therewith pursuant to paragraph 5 hereof (the "Custodial
Account"). Contributions under the Plan shall be accepted by the
Custodian only when made through the Employer, and shall be
accompanied by written instructions from the Employer specifying
the Participant's account to which they are to be credited
(including the type of contribution being made) and the
investments to be acquired therewith. The Custodian shall hold
and treat the contributions made by or on behalf of each
Participant as a separate account under the Agreement. The
Custodian shall have no obligation to verify the allowability or
amount of contributions and may rely solely on the representations
of the Employer with respect thereto.
3. The Custodian shall make such distributions (including transfers
to a qualified retirement plan or an individual retirement
account) as the Employer shall direct in writing. Such directions
shall specify whether the distribution is a normal distribution
(i.e., a distribution on or after age 59-1/2), a premature
distribution (i.e., a distribution before age 59-1/2), on account of
the death or disability of the Participant, a return of an excess
contribution and such other information as the Custodian may
require in order to accurately report the nature of the
distribution to the appropriate governmental authorities. At no
time shall it be possible for any part of the assets of the
Custodial Account to be used for or diverted to purposes other
than for the exclusive purpose of providing benefits to
Participants and their beneficiaries and defraying the reasonable
expenses of administering the Plan. In connection with the making
of any distributions, the Custodian may rely solely on the
accuracy of all facts supplied at any time by the Employer,
including any written designation of beneficiary. If
distributions are to be made in the form of a joint and survivor
or pre-retirement survivor annuity, such instructions, shall
specify the amount to be applied to the purchase of such an
annuity contract from an insurance company. In the case of a
direction to distribute in a form other than an annuity or to a
beneficiary other than the Participant's spouse, the Employer
shall be deemed to certify that the directed distribution complies
with the distribution rules applicable thereto and that where
applicable, it has received a validly executed spousal consent to
the distributions in the form or to the person to whom
distribution is directed. Prior to making any distribution, the
Employer shall supply the Custodian with such documentation as it
may reasonably require including documentation with respect to any
estate or other inheritance taxes which may be due on the
Participant's death. In making such distributions upon death, the
Custodian may retain a reserve for taxes and expenses in
accordance with the rules of paragraphs 9 and 10 hereof.
4. The Employer shall file all beneficiary designations and changes
thereof with the Custodian. To be effective, any designation or
change of designation must be received by the Custodian prior to
the death of the Participant. In the event that there is no such
beneficiary designation on file with the Custodian or if all
beneficiaries have predeceased the Participant, the Custodian
shall make distributions to such persons and in such amounts as
may be specified in writing by the Employer.
5. The amount of each contribution credited to a Participant's
account shall be applied to the following in accordance with the
Employer's written instructions:
(a) Fund Shares: Shares of ownership in an investment company
registered under the Investment Company Act of 1940, as
amended, the shares of which are sponsored, managed, advised,
subadvised or administered by The Dreyfus Corporation (the
"Sponsor") or any of its affiliates, or shares in any other
investment company as may from time to time be offered by the
Sponsor (the "Fund"), in accordance with the respective
Fund's current prospectus and which the Custodian has agreed
to hold in the Custodial Account. (Such shares are referred
to herein as "Fund Shares").
(b) Other Investments: Other investments allowed by law, offered
by the Sponsor and which the Custodian has agreed in writing
with the Sponsor to hold in the Custodial Account. (Fund
Shares and such other investments are referred to
collectively as "Investments"). A receipt for each
contribution received and showing the investment thereof and
current status of the Custodial Account with respect to each
Participant shall be prepared by the Custodian and delivered
to the Employer. All dividends and capital gain
distributions received on the Fund Shares held by the
Custodian in Custodial Account shall be reinvested in
accordance with the respective Fund's current prospectus in
such shares and credited to such Account. The Custodian
shall furnish the Employer with a statement of the Custodial
Account with respect to each Participant (including a
statement as to each Participant's account) no less
frequently than once a calendar year which shall be deemed to
be the sole accounting by the Custodian necessary under this
Agreement. If the Custodian does not receive a written
objection to such accounting from the Employer within one
hundred eighty (180) days after the date the accounting is
sent by the Custodian, the Custodian shall be relieved from
all liabilities and responsibilities that may arise in
connection with any matters covered by the accounting.
6. Where the Employer allows, Participants may authorize and direct
the Custodian in writing to exchange any or all Fund Shares held
by the Custodian on behalf of such Participant, for any other
Fund Shares, subject to and in accordance with the terms and
conditions of any exchange privilege, including the telephone
privilege, offered with respect to Fund Shares. The Employer may
authorize an investment advisor to make such exchanges for all
accounts maintained under the Plan, if allowed by the Sponsor,
subject to and in accordance with such terms and conditions as may
be agreed upon in writing from time to time by the Sponsor and the
Custodian. If the Employer elects the telephone exchange
privilege or if the Employer in writing authorizes an investment
advisor to make exchanges as described above, the Custodian shall
be entitled to rely and act on telephone instructions reasonably
believed by it to be genuine, received from any person directing
the exchange of any or all Fund Shares held by the Custodian on
behalf of the Participant for any other Fund Shares as specified
in such telephonic instructions, provided that such Fund is
available for sale in the state of residence of the Participant.
The Custodian will employ reasonable procedures, such as
requesting a form of personal identification, to confirm that
telephonic instructions are genuine and, if it does not follow
such procedures, it may be liable for any losses due to
unauthorized or fraudulent instructions. It is understood and
agreed that the telephone exchange privilege is subject to the
limitation specified above. The Employer understands and agrees
that the Custodian, any Dreyfus Fund, the Sponsor or any
subsidiary of the Sponsor, or their respective officers and
employees, will not be held liable and will be fully protected by
the Employer against any loss, expense or cost (including
attorney's fees) arising out of any telephone exchange request
reasonably believed to be genuine. The Employer certifies and
agrees that the certifications, authorizations, directions and
restrictions contained herein will continue until the Custodian
receives written notice of any change or revocation. The Employer
agrees and understands that the Funds and the Custodian reserve
the right to refuse any telephonic instructions.
7. The Custodian shall be compensated for its services under this
Agreement in accordance with the fee schedule in effect from time
to time and shall be reimbursed for its expenses.
8. Any income tax or other taxes of any kind whatsoever that may be
levied or assessed upon or in respect to the Custodial Account
shall, unless allocable to a particular Participant's Account, be
charged proportionately to the accounts of all Participants held
under this Agreement. Any transfer taxes incurred in connection
with the investment and reinvestment of the assets of the
Custodial Account, all other administrative expenses incurred by
the Custodian in the performance of its duties, including fees for
legal services rendered to the Custodial Account and such
compensation to the Custodian as may be set forth in the fee
schedule attached to the Application as revised from time to time
by the Custodian shall, to the extent that they are not allocable
to a particular Participant's account under this Agreement, be
allocated proportionately to the accounts of all Participants held
under this Agreement.
9. The Employer shall at any time have the right to remove the
Custodian by delivering to it a notice in writing to that effect
which notice shall also designate a successor custodian. Upon
receipt by the Custodian of written acceptance by the successor
custodian of its appointment, the removal of the Custodian shall
be effective and the Custodian shall forthwith transfer and pay
over to such successor custodian the assets of the Custodial
Account and such records pertaining thereto as the successor
custodian may reasonably request in writing. The Custodian may,
however, reserve such Fund Shares as may be required for the
payment of all its fees, compensation, costs and expenses and for
the payment of all liabilities of or against the assets of the
Custodial Account or Custodian and where necessary may liquidate
such reserved Fund Shares. Any balances of such reserve remaining
after the payment of all such items shall be paid over to the
successor custodian. Any successor custodian must meet the
applicable requirements of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA") and the Internal Revenue Code of
1986, as amended (the "Code").
10. The Custodian shall at any time have the right to resign as
custodian under this Agreement by written notice to the Employer,
which shall be effective 90 days after it is sent. Upon receipt
by the Custodian of written acceptance by a successor custodian of
such appointment, the Custodian is authorized to act in the same
manner as provided in paragraph 9 hereof. In the event the
Employer fails to appoint a successor custodian, the Custodian
will terminate the account in a manner consistent with the Code.
11. The Custodian shall keep accurate and detailed accounts of all
contributions, receipts, investments, distributions, disbursements
and all other transactions. The Custodian shall prepare and file
such reports and returns as required of a custodian under ERISA or
the Code.
12. The Custodian shall mail to the Employer all notices,
prospectus(es), financial statements, proxies and proxy soliciting
material relating to the Investments held hereunder except in
accordance with the written instructions of the Employer.
13. At no time shall it be possible for the Custodian to knowingly
engage in any transaction which is prohibited by section 4975 of
the Code, or section 406 of ERISA.
14. Upon written request of the Employer, the Custodian shall return
any contribution made by the Employer because of a mistake of
fact; because it is conditioned upon the Plan's initial
qualification under the Code and the Plan is determined to be
disqualified; or because it is conditioned upon deductibility
under section 404 of the Code and a deduction is disallowed for
such contribution, within one year of the mistaken contribution,
the date the initial qualification of the Plan is denied or the
date the deduction is disallowed, respectively. The Custodian
shall be under no obligation to inquire as to the facts
surrounding any requested return and may rely on the Employer's
written representations with respect thereto.
15. The Custodian shall be under no duties whatsoever except such
duties as are specifically set forth as such in this Custodial
Agreement, and no implied covenant or obligation shall be read
into this Custodial Agreement against the Custodian. The Employer
shall have the sole authority and responsibility for the
enforcement or defense of the terms and conditions of the
Custodial Agreement against or on behalf of any person or persons
claiming any interest in the Custodial Account.
16. If the Employer is a partnership, upon the death of the last
surviving partner, the legal representative of such partner's
estate shall be deemed to be the Employer under this Agreement.
Upon the death of the Employer if the Employer is a sole
proprietorship, the legal representative of such Employer's estate
shall be deemed to be the Employer under this Agreement.
17. The Custodian reserves the right to amend all or part of the terms
of this Custodial Agreement upon written notice to the Employer in
any manner which would not disqualify the Custodial Agreement from
complying with sections 401 and 501 of the Code.
18. The Custodian may employ such agents, experts and counsel as it
may, from time to time, deem necessary or appropriate and may
delegate discretionary responsibilities thereto. The reasonable
fees and expenses of such agents, experts and counsel shall be
charged to the Custodial Account in accordance with paragraph 8 of
this Agreement.
19. The Custodian shall be liable only for its negligence or willful
misconduct in performing or failing to perform the terms of the
Custodial Agreement, and the Custodian shall not be liable for any
action, or failure to act, it shall take when such action or
failure to act is in accordance with the instructions of the
Employer or the Sponsor, or is in accordance with the terms and
conditions of the exchange privilege, including the telephone
exchange privilege, offered with respect to Fund Shares. The
Custodian shall not be required to give bond or security for the
performance of its duties. The Employer shall fully indemnify and
hold harmless the Custodian from any liability, cost or expense
(including attorney's fees), incurred in connection with the
Custodial Agreement, except that which may arise from the
negligence or willful misconduct of the Custodian.
20. The Employer understands that neither the Sponsor nor the
Custodian will render legal or tax advice and states that it has
consulted legal and tax counsel to the extent necessary.
21. This Custodial Agreement shall be construed, administered and
enforced according to the law of the State of New York, except to
the extent preempted by ERISA. In the event of any conflict
between the terms of the Plan and the terms of the Custodial
Agreement, the terms of the Custodial Agreement shall control.
DREYFUS PROTOTYPE
DEFINED BENEFIT PLAN
BASIC PLAN DOCUMENT NO. 02
DREYFUS PROTOTYPE DEFINED BENEFIT PLAN
BASIC PLAN DOCUMENT NO. 02
ARTICLE I.
DEFINITIONS
1.0 "Accrued Benefit" at any time shall mean the product of the
Standard Form of Retirement Income which would be payable at the
Participant's Normal Retirement Date multiplied by a fraction
the numerator of which is his years of Participation at such
date and the denominator of which is the years of Participation
he could have completed at Normal Retirement Date. Such
fraction shall not exceed one (1.0).
When determining the Accrued Benefit, the Standard Form of
Retirement Income is the annual benefit to which the Participant
would be entitled if he continued to earn annually until Normal
Retirement Date the same rate of Compensation upon which his
Standard Form of Retirement income would be computed. This rate
of Compensation is computed on the basis of Compensation taken
into account under the Plan for determining the Standard Form of
Retirement Income.
For Plan Years beginning before section 411 of the Code is
applicable hereto, the Participant's Accrued Benefit shall be
the greater of that provided by the Plan, or one-half (1/2) of
the benefit which would have accrued had the provisions of this
Section 1.0 been in effect. In the event that the Accrued
Benefit as of the effective date of section 411 of the Code is
less than that provided by this Section 1.0, such difference
shall be accrued in accordance with the provisions of this
Section 1.0.
1.1 "Act" shall mean the Employee Retirement Income Security Act of
1974, as amended.
1.2 "Actuarial Equivalent" shall mean, with respect to any benefit
under the terms of this Plan, the actuarial present value of a
stated benefit. Except to the extent a Participant's benefits
are suspended in accordance with the suspension of benefits
rules in section 5.7 of the Plan, the amount of any form of
benefits under the terms of this Plan will be the Actuarial
Equivalent of the Participant's Accrued Benefit in the Standard
Form of Retirement Income commencing at Normal Retirement Age.
The Actuarial Equivalent shall be determined on the basis of the
interest rate and mortality table specified in the Adoption
Agreement. In the case of a Plan that provides for the
disparity permitted under section 401(l), if benefits commence
to a Participant at an age other than Normal Retirement Age, the
Participant's benefit will be adjusted in accordance with
section 5.3 of the Plan. In the event that the adopting
Employer does not specify the interest rates and mortality
table, actuarial equivalence shall be determined by discounting
all future payments for interest and mortality on the basis of
the 1971 Group Annuity Mortality Table (Unisex) without
projection and six percent (6%) interest.
Notwithstanding the preceding paragraph, for purposes of
determining the amount of distribution in a form other than a
non-decreasing annuity payable for a period of not less than the
life of the Participant (or, in the case of a Qualified Pre
Retirement Survivor Annuity, the life of the surviving spouse),
actuarial equivalence will be determined on the basis of the
mortality table specified in the Adoption Agreement, and the
section 417 interest rate(s), if it produces a benefit greater
than that determined under the preceding paragraph.
The section 417 interest rate(s) are as follows: (i) the
"applicable PBGC interest rate" if the actuarial present value
of the benefit (using such rate(s)) is not in excess of twenty
five thousand dollars ($25,000); or
(ii) one hundred twenty percent (120% of the "applicable PBGC
interest rate" if the actuarial present value of the benefit
exceeds twenty five thousand dollars ($25,000) (as determined
under clause (i) above). In no event shall the actuarial
present value determined under this clause (ii) be less than
twenty five thousand dollars ($25,000).
The "applicable PBGC interest rate" is the interest rate(s)
which would be used (as of the first day of the Plan Year which
contains the Annuity Starting Date) by the PBGC for a trusteed
single-employer plan to value such benefit upon termination of
an insufficient trusteed single-employer plan.
The applicable PBGC interest rate limitations shall apply to
distributions in Plan years beginning after December 31, 1984.
Notwithstanding the preceding sentence, the applicable PBGC
interest rate limitations shall not apply to any distributions
commencing in Plan Years beginning before January 1, 1987, if
such distributions were determined in accordance with the
interest rate(s) as required by regulations section
1.417(e)-IT(e) including the PBGC immediate interest rate).
The applicable PBGC interest rate limitations shall not apply to
annuity contracts distributed to or owned by a Participant prior
to September 17, 1985, unless additional contributions are made
under the Plan by the Employer with respect to such contracts.
In addition, the applicable PBGC interest rate limitations shall
not apply to annuity contracts owned by the Employer or
distributed to or owned by Participant prior to the first Plan
Year beginning after December 31, 1988, if the annuity contracts
satisfied the requirements in section 1.401(a)-11T and
1.417(e)-IT of the regulations. The preceding sentence shall
not apply if additional contributions are made under the Plan by
the Employer with respect to such contracts on or after the
beginning of the first Plan Year beginning after December 31,
1988.
If as a result of actuarial increases to the benefit of a
Participant who delays commencement of benefits beyond Normal
Retirement Age, the Accrued Benefit of such Participant would
exceed the Code section 415 limitations under section 8.1(e) of
the Plan for such year, immediately before the actuarial
increase to the Participant's benefit that would cause such
Participant's benefit to exceed the limitations of section 415
of the Code, payment of benefits to such Participant will be
suspended in accordance with section 5.7 of the Plan,
if applicable; otherwise, distribution of the Participant's
benefit will commence.
1.3 "Actuarial Value" shall mean the value of a benefit, when
computed on the date of such determination, on the basis of the
actuarial assumptions used to determine Actuarial Equivalence.
1.4 "Adoption Agreement" shall mean the document executed by the
adopting Employer which contains all the options which may be
selected and which incorporated this Prototype Plan by
reference.
1.5 "Affiliated Employer" shall mean any corporation which is a
member of a controlled group of corporations (as defined in
section 414(b) of the Code) which includes the Employer; any
trade or business (whether or not incorporated) which is under
common control (as defined in section 414(c) of the Code) with
the Employer; any organization (whether or not incorporated)
which is a member of an affiliated service group (as defined in
section 414(m) of the Code) which includes the Employer; and any
other entity required to be aggregated with the Employer
pursuant to regulations under section 414(o) of the Code.
1.6 "Anniversary Date" shall mean each anniversary of the Effective
Date, unless otherwise stated in the Adoption Agreement.
1.7 "Annuity Starting Date" shall mean the first day of the first
period for which an amount is paid as an annuity or any other
form. If benefit payments in any form are suspended pursuant to
section 5.7 of the Plan for an Employee who continues in service
without a separation and who does not receive a benefit payment
the recommencement of benefit payments shall be treated as a new
Annuity Starting Date.
1.8 "Beneficiary" shall mean the person, persons, or trust
designated by the Participant to receive benefits in the event
of death under the terms of the Plan.
1.9 "Board of Directors" shall mean the Board of Directors of the
Employer if the Employer is an incorporated business entity.
1.10 "Code" shall mean the Internal Revenue Code of 1986, as amended.
1.11 "Committee" shall mean the person or persons appointed by the
Employer to administer the Plan in accordance with Article X.
If no such Committee is appointed, the Employer shall act as the
Committee.
1.12 "Compensation", unless otherwise specified in the Adoption
Agreement, shall mean, in the case of an Employee other than a
Self-Employed Individual, his section 3401(a) wages, which are
actually paid during the determination period. In the case of a
Self-Employed Individual, Compensation shall mean his Earned
Income. Unless otherwise specified in the Adoption Agreement,
the determination period shall be the Plan Year. If elected by
the Employer in the Adoption Agreement, Compensation shall also
include Employer contributions made pursuant to a salary
reduction agreement with an Employee which are not currently
includable in the gross income of the Employee by reason of the
application of sections 125, 402(e)(3), 402(h) or 403(b) of the
Code.
The Compensation of a Participant who was on a military leave of
absence or on any other authorized leave of absence without pay
for the whole or part of a Plan Year shall be his compensation
for the last full year worked prior to such Plan Year.
"Average Compensation" shall, unless otherwise defined in the
Adoption Agreement, mean the average of a Participant's
Compensation for the three (3) consecutive Plan Years of Service
ending in the current year or in any prior year that produce the
highest average. Compensation is averaged on an annual basis
over the participant's entire period of service.
"Covered Compensation" shall mean the average (without indexing)
of the Taxable Wage Bases in effect for each calendar year
during the thirty-five (35) year period ending with the calendar
year in which the Participant attains (or will attain) Social
Security Retirement Age. No increase in Covered Compensation
shall decrease a Participant's Accrued Benefit.
In determining a Participant's Covered Compensation for a Plan
Year, the Taxable Wage Base for all calendar years beginning
after the first day of the Plan Year is assumed to be the same
as the Taxable Wage Base in effect as of the beginning of the
Plan Year for which the determination is being made. Covered
Compensation will be determined based on the year designated by
the Employer in the Adoption Agreement.
A Participant's Covered Compensation for a Plan Year before the
thirty-five (35) year period ending with the last day of the
calendar year in which the Participant attains Social Security
Retirement Age is the Taxable Wage Base in effect as of the
beginning of the Plan Year. A Participant's Covered
Compensation for a Plan Year after such thirty-five (35) year
period is the Participant's Covered Compensation for the Plan
Year during which the 35 year period ends.
"Final Average Compensation" shall mean the average of a
Participant's Compensation as defined in this Section 1.12 for
the three (3) consecutive years ending with or within the Plan
Year. For this purpose, Compensation in excess of the Taxable
Wage Base of any year may not be considered. If a Participant's
entire period of service is less than three (3) consecutive
years, Compensation is averaged on a annual basis over the
Participant's entire period of service. Compensation for any
year in excess of the Taxable Wage Base in effect at the
beginning of such year shall not be taken into account. No
increase in Final Average Compensation will decrease a
Participant's Accrued Benefit under the Plan.
For years beginning on or after January 1, 1989, and before
January 1, 1994, the annual Compensation of each participant
taken into account for determining all benefits provided under
the Plan for any Plan Year shall not exceed $ 200,000. This
limitation shall be adjusted by the Secretary at the same time
and in the same manner as under section 415(d) of the Code,
except that the dollar increase in effect on January 1 of any
calendar year is effective for Plan Years beginning in such
calendar year and the first adjustment to the $ 200,000
limitation is effective on January 1, 1990.
For years beginning on or after January 1, 1994, the annual
compensation limit of each Participant taken into account for
determining all benefits provided under the Plan for any
determination period shall not exceed $ 150,000, as adjusted for
the cost-of-living in accordance with section 401(a)(17)(b) of
the Code. The cost-of-living adjustment in effect for a calendar
year applies to any determination period beginning in such
calendar year.
If a determination period consists of fewer than 12 months, the
annual compensation limit is an amount equal to the otherwise
applicable annual compensation limit multiplied by a fraction,
the numerator of which is the number of months in the short
determination period, and the denominator of which is 12.
In determining the Compensation of a Participant for purposes of
this limitation, the rules of section 414(q)(6) of the Code
shall apply, except in applying such rules, the term family
shall include only the spouse of the Participant and any lineal
descendants of the Participant who have not attained age 19
before the close of the year. If, as a result of the application
of such rules the adjusted annual compensation limitation is
exceeded, then (except for purposes of determining the portion
of Compensation up to the integration level if this plan
provides for permitted disparity), the limitation shall be
prorated among the affected individuals in proportion to each
such individual's Compensation as determined under this section
prior to the application of this limitation.
If Compensation for any prior determination period is taken into
account in determining a Participant's benefits for the current
Plan Year, the Compensation for such prior determination period
is subject to the applicable annual compensation limit in effect
for that prior period. For this purpose, in determining benefits
in Plan Years beginning on or after January 1, 1989, the annual
compensation limit in effect for determination periods beginning
before that date is $200,000. In addition, in determining
benefits in Plan Years beginning on or after January 1, 1994,
the annual compensation limit in effect for determination
periods beginning before that date is $150,000.
1.13 "Contract" shall mean a whole, universal or term life type
insurance policy or an annuity contract made available and
issued under this Plan or a predecessor Plan.
1.14 "Deferred Retirement Date" shall mean, in the case of any
Participant who continues in employment after his Normal
Retirement Date, the first day of any month following his actual
retirement.
1.15 "Disability Retirement Date" shall mean the first day of any
month following the occurrence of Participant's Permanent
Disability.
1.16 "Early Retirement Date" shall mean the first day of any month
following the date a Participant satisfies the age and service
requirements, if any, for early retirement specified in the
Adoption Agreement. Upon reaching Early Retirement Date, a
Participant's right to his Accrued Benefit shall be fully vested
and nonforfeitable, notwithstanding the Plan's vesting schedule.
1.17 "Earned Income" shall mean the net earning from self-employment
in the trade or business with respect to which the Plan is
established, provided that personal services of the individual
are a material income-producing factor Net earnings will be
determined without regard to items not included in gross income
and the deductions allocable to such items. Net earnings are
reduced by contributions by the Employer to a qualified plan to
the extent deductible under section 404 of the Code. Net
earnings shall be determined with regard to the deduction
allowed to the taxpayer by section 164(f) of the Code for
taxable years beginning after December 31, 1989.
1.18 "Effective Date" shall mean the date specified in the Adoption
Agreement.
1.19 "Eligible Employee" shall mean each Employee who is not excluded
from eligibility to participate in the Plan under the Adoption
Agreement.
1.20 "Eligibility Year(s) of Service" shall mean the twelve (12)
consecutive month period commencing on an Employee's Employment
Commencement Date and anniversaries thereof, during which the
Employee completed at least one thousand (1,000) Hours of
Service (or such lesser number of Hours of Service specified in
the Adoption Agreement).
In the case of a Participant who does not have any
nonforfeitable right to the Accrued Benefit derived from
Employer contributions, Eligibility Years of Service before a
period of consecutive one (1) year Service Breaks will not be
taken into account in computing Eligibility Years of Service if
the number of consecutive one (1) year Service Breaks in such
period equals or exceed the greater of five (5) or the aggregate
number of eligibility Years of Service. Such aggregate number
or Eligibility Years of Service will not include any Eligibility
Year of Service disregarded under the preceding sentence by
reason of prior Service Breaks.
Notwithstanding the above, if the Adoption Agreement provides
for full and immediate vesting upon completion of the
eligibility requirements and an Employee has incurred a one (1)
year Service Break before satisfying the Plan's eligibility
requirements, all Eligibility Year(s) of Service before such
Service Break will not be taken into account.
If the elapsed time method of crediting service is specified in
the Adoption Agreement, an Employee shall receive credit for
service, except for credit which may be disregarded under this
Section or Section 2.3, for the aggregate of all time periods
commencing on his Employment Commencement Date or Re-Employment
Commencement Date and ending on his Severance from Service Date.
An Employee shall also receive credit for any Period of
Severance of less than twelve (12) months. Fractional periods
of a year shall be expressed in terms of days.
1.21 "Employee" shall mean an Owner-Employee, a Self-Employed
Individual, a Shareholder-Employee or any other person employed
by the Employer or any Affiliated Employer.
A "leased employee" shall also be treated as an Employee. The
term "leased employee" means any person (other than an employee
of the recipient employer) who pursuant to an agreement between
the recipient employer and any other person ("leasing
organization") has performed services for the recipient employer
(or for the recipient employer and related persons determined in
accordance with section 414(n)(6) of the Code) on a
substantially full-time basis for a period of at least one year,
and such services are of a type historically performed by
employees in the business field of the recipient employer.
Contributions or benefits provided a leased employee by the
leasing organization which are attributable to services
performed for the recipient employer shall be treated as
provided by the recipient employer.
Notwithstanding the preceding paragraph, a leased employee shall
not be considered an employee of the recipient employer if: (i)
such employee is covered by a money purchase pension plan
providing: (1) a nonintegrated employer contribution rate of at
least ten percent (10%) of compensation, as defined in section
415(c)(3) of the code, but including amounts contributed
pursuant to a salary reduction agreement which are excludable
from the employee's gross income under section 125, section
402(e)(3), section 402(h) or section 403(b) of the Code, (2)
immediate participation, and (3) full and immediate vesting; and
(ii) leased employees do not constitute more than twenty percent
(20%) of the recipient employers nonhighly compensated
workforce.
1.22 "Employer" shall mean the corporation, partnership,
proprietorship or other business entity which shall adopt the
Plan or any successor thereof and any participating Employer
designated in the Adoption Agreement.
1.23 "Employment Commencement Date" shall mean the first date with
respect to which an Employee performs an Hour of Service.
1.24 "Entry Date", unless otherwise specified in the Adoption
Agreement, shall mean the first day of the Plan Year and the
first day of the seventh month of the Plan Year. The initial
Entry Date shall not precede the original effective date of the
Plan.
1.25 "Fresh Start Date" mean the date as defined in Section 5.8 of
the Plan.
1.26 "Frozen Accrued Benefit" shall mean the benefit as defined in
Section 5.8 of the Plan.
1.27 "Highly Compensated Employee" shall mean an Employee of the
Employer described in section 414(q) of the Code and the
regulations thereunder.
The term Highly Compensated Employee includes Highly Compensated
Active Employees and Highly Compensated Former Employees.
A Highly Compensated Active Employee includes any Employee who
performs service for the Employer during the Determination Year
and who, during the Look-Back Year: (i) received Compensation
from the Employer in excess of $75,000 (as adjusted pursuant to
section 415(d) of the Code); (ii) received Compensation from the
Employer in excess of $50,000 (as adjusted pursuant to section
415(d) of the Code) and was a member of the top-paid group for
such year; or (iii) was an officer of the Employer and received
Compensation during such year that is greater than 50 percent of
the dollar limitation in effect under section 415(b)(1)(A) of
the Code. The term Highly Compensated Employee also includes:
(i) Employees who are both described in the preceding sentence
if the term "Determination Year" is substituted for the term
"Look-Back Year" and the Employee is one of the 100 Employees
who received the most Compensation from the Employer during the
Determination Year; and (ii) Employees who are 5 percent owners
at any time during the Look-Back Year or Determination Year.
If no officer has satisfied the Compensation requirement of
(iii) above during either a Determination Year or Look-Back
Year, the highest paid officer for such year shall be treated as
a Highly Compensated Employee.
For this purpose, the Determination Year shall be the Plan Year.
The Look-Back Year shall be the twelve-month period immediately
preceding the Determination Year.
A Highly Compensated Former Employee includes any Employee who
separated from Service (or was deemed to have separated) prior
to the Determination Year, performs no Service for the Employer
during the Determination Year, and was a Highly Compensated
Active Employee for either the separation year or any
Determination Year ending on or after the Employee's 55th
birthday.
If an Employee is, during a Determination Year or Look-Back
Year, a family member or either a 5 percent owner who is an
active or former Employee or a Highly Compensated Employee who
is one of the 10 most Highly Compensated Employee ranked on the
basis of Compensation paid by the Employer during such year,
then the family member and the 5 percent owner or top-ten Highly
Compensated Employee shall be aggregated. In such case, the
family member and 5 percent owner or top-ten Highly Compensated
Employee shall be treated as a single Employee receiving
Compensation and plan contributions or benefits equal to the sum
of such Compensation and contributions or benefits of the family
member and 5 percent owner or top-ten Highly Compensated
Employee. For purposes of this section, family member includes
the spouse, lineal ascendants and descendants of the Employee or
former Employee and the spouse of such lineal ascendants and
descendants.
The determination of who is a Highly Compensated Employee,
including the determination of the number and identity of
Employees in the top-paid group, the top 100 Employees, the
number of Employees treated as officers and the Compensation
that is considered, will be made in accordance with section
414(g) of the Code and the regulations thereunder.
1.28 "Hour of Service":
(a) Each Hour of Service shall mean and include each hour for
which an Employee is compensated by the Employer, or is
entitled to be so compensated, for services rendered by him
to the Employer. These hours will be credited to the
Employee for the computation period in which the duties are
performed; and
(b) Each Hour of Service shall also mean and include each hour
for which an Employee is compensated by the Employer, or is
entitled to be so compensated, on account of a period of
time during which no services are rendered by him to the
Employer (regardless of whether the Employee shall have
ceased to be an Employee) due to vacation, holiday,
illness, incapacity (including disability), layoff, jury
duty, military duty or leave of absence. No more than five
hundred and one (501) Hours of Service will be credited
under this paragraph for a single computation period
(whether or not the period occurs in a single computation
period). Hours under this paragraph will be calculated and
credited pursuant to section 2530.200b-2 of the Department
of Labor Regulations which are incorporated herein by this
reference; and
(c) Each Hour of Service shall also mean and include each hour
for which back pay, without regard to mitigation of
damages, has been awarded or agreed to by the Employer.
The same Hours of Service will not be credited both under
paragraph (a) or paragraph (b), as the case may be, and
under this paragraph (c). These hours will be credited to
the Employee for the computation period or periods to which
the award or agreement pertains rather than the computation
period in which the award, agreement or payment is made.
Hours of Service will be credited for employment with an
Affiliated Employer. Hours of Service will also be credited for
employment with a predecessor employer if the Employer maintains
the plan of such predecessor or the Employer so elects in the
Adoption agreement.
Hours of Service will also be credited for any individual
considered an Employee under sections 414(n) or 414(o) of the
Code and the regulations thereunder.
Solely for purposes of determining whether a Service Break, as
defined in section 1.44, for participation and vesting purposes
has occurred in a computation period, an individual who is
absent from work for maternity or paternity reasons shall
receive credit for the Hours of Service which would otherwise
have been credited to such individual but for such absence, or
in any case in which such hours cannot be determined, eight (8)
Hours of Service per day of such absence. For purposes of this
paragraph, an absence form work for maternity or paternity
reasons means an absence (1) by reason of the pregnancy of the
individual, (2) by reason of the birth of a child of the
individual, (3) by reason of the placement of chid with the
individual in connection with the adoption of such child by such
individual, or (4) for purposes of caring for such child for a
period beginning immediately following such birth or placement.
The Hours of Service credited under this paragraph shall be
credited (1) in the computation period in which the absence
begins if the crediting is necessary to prevent a Service Break
in that period, or (2) in all other cases, in the following
computation period.
Hours of Service shall be credited on the basis of actual hours
worked unless another method has been specified in the Adoption
Agreement, except to determine an Employee's Employment
Commencement Date or Re-Employment Commencement Date.
1.29 "Normal Retirement Date" shall mean the first day of the month
following the Participant's attainment of the Normal Retirement
Age specified in the Adoption Agreement. Upon reaching his
Normal Retirement Age, the Participant's right to his retirement
benefit shall be nonforfeitable, notwithstanding the Plan's
vesting schedule.
1.30 "Owner-Employee" shall mean a sole proprietor or a partner who
owns more than ten percent (10%) of either the capital interest
or profits interest of a partnership.
1.31 "Participant" shall mean any Employee who gains membership in
this Plan and shall include the following classifications:
(a) "Active Participant" shall mean an Employee participating
in the Plan.
(b) "Deceased Participant" shall mean a Participant who has
died and on whose behalf benefits are payable in
accordance with Article VII.
(c) "Retired Participant" shall mean a Participant who is no
longer an Employee, but who is entitled to benefits in
accordance with Article V.
(d) "Vested Participant" shall mean a Participant who is no
longer an Employee, but who is entitled to benefits in
accordance with Article VI.
1.32 "Participating Employer" shall mean any Affiliated Employer
which has adopted the Plan in accordance with Section 16.2.
1.33 "Participation" shall mean any Plan Year during which a
Participant competes at least one thousand (1,000) Hours of
Service (or such lesser number of Hours of Service specified in
the Adoption Agreement) or, if the Plan is a standardized plan,
any Plan Year beginning on or after January 1, 1990 during which
a Participant was employed other than a Plan Year in which the
participant is not employed on the last day and is credited with
less than five hundred and one (501) Hours of Service. Periods
of employment to be excluded, if any, shall be as specified in
the Adoption Agreement.
All Participants who complete the required number of Hours of
Service during a Plan Year must accrue a benefit under the Plan
for the year, even if they terminate employment before the end
of such year.
If an Employee becomes an Active Participant on a date other
than the first day of the Plan Year, a year or partial year of
Participation shall be credited for the year of entry into the
Plan equal to a fraction, the numerator of which shall be the
number of Hours of Service credited to the Employee from the
date of membership to the end of that Plan Year (or termination
of employment, if earlier) and the denominator of which is the
required number of Hours of Service under the Plan for a full
year of Participation. Such fraction shall not exceed one
(1.0).
A Participant shall be credited with years of Participation
prior to a Service Break unless such years may be disregarded
under the rules of Section 6.4 or 6.6.
If the elapsed time method of crediting Service is specified in
the Adoption Agreement, an Active Participant shall be credited
with Participation for all periods of employment, except as
specified in the Adoption Agreement and for Participation which
may be disregarded under Section 6.4 or 6.6, for the aggregate
for all time periods commencing on his Employment Commencement
Date and ending on the date he retires or otherwise terminated
employment. Fractional periods of a year shall be expressed in
terms of days.
1.34 "PBGC" shall mean the Pension Benefit Guaranty Corporation.
1.35 "Period of Severance" shall mean a continuous period of time
during which the Employee is not employed by the Employer. Such
period begins on the Employee's Severance from Service Date and
ends on the Employee's Re-Employment Commencement Date.
1.36 "Permanent Disability" shall mean any physical or mental
condition that may reasonably be expected to be permanent and
which renders the Participant incapable of continuing as an
Employee. In determining the nature, extent, and continuation
of a Participant's disability, the Committee may select a
physician to examine such Participant and render a medical
opinion. The final determination shall be made by the Committee
on the basis of all of the evidence.
1.37 "Plan" shall mean this Prototype Plan, the Trust Agreement and
Adoption Agreement of the adopting Employer, as from time to
time amended.
1.38 "Plan Year" shall mean the calendar year, unless another twelve
(12) consecutive month period is specified in the Adoption
Agreement.
1.39 "Prototype Plan" shall mean the basic plan document described
herein.
1.40 "Qualified Joint and Survivor Annuity" shall mean an immediate
annuity, payable monthly, for the life of the Participant with a
survivor annuity for the life of the Participant's spouse which
is not less than fifty percent (50%) and not more than one
hundred percent (100%) of the amount of the annuity payable
during the joint lives of the Participant and the Participant's
spouse and which is the Actuarial Equivalent of the Standard
Form of Retirement Income. The percentage of the spouse's
survivor annuity shall be fifty percent (50%), unless a
different percentage is specified in the Adoption Agreement. In
the case of a Participant without a spouse, Qualified Joint and
Survivor Annuity shall mean an annuity, payable monthly, for the
life of the Participant, with no survivor benefit.
1.41 "Qualified Pre-retirement Survivor Annuity" shall mean an
annuity payable to the Participant's spouse in accordance with
Section 9.2.
1.42 "Re-Employment Commencement Date" shall mean the first day on
which the Employee is credited with an Hour of Service for the
performance of duties after the first eligibility computation
period in which the employee incurs a one (1) year Service
Break.
In the case of any Participant who has incurred a one (1) year
Service Break, Eligibility Year(s) of Service before such break
shall not be taken into account until the Participant has
completed an Eligibility Year of Service after returning to
employment. Such Eligibility Year of Service will be measured
by the twelve (12) consecutive month period beginning on the
Employee's Re-Employment Commencement Date and, if necessary,
subsequent twelve (12) consecutive month periods beginning on
anniversaries of the Re-Employment Commencement Date.
1.43 "S Corporation" shall mean an Employer who has made an election
for its taxable year of reference under section 1362(a) of the
Code, or any other applicable section pertaining thereto.
1.44 "Self-Employed Individual" shall mean an individual who has
Earned Income for the taxable year from the unincorporated trade
or business or partnership with respect to which the Plan is
established; also, an individual who would have had Earned
Income but for the fact such trade, business or partnership had
no net profits for the taxable year.
1.45 "Service" shall mean any Plan Year during which the Employee
completes at least one thousand (1,000) or more Hours of Service
(or such lesser number of Hours of Service specified in the
Adoption Agreement). Periods of time to be excluded, if any,
shall be specified in the Adoption Agreement.
Service will be credited in accordance with the rules set forth
above for any employment, for any period of time, for any
Affiliated Employer. Service will also be credited for any
individual required to be considered an Employee, for purposes
of this Plan under section 414(n) or (o) of the Code, of the
Employer or any Affiliated Employer.
If the elapsed time method of crediting Service is specified in
the Adoption Agreement, an Employee shall receive credit for
Service, except for Service which may be disregarded under
Section 6.4 or 6.6, for the aggregate of all time periods
commencing on his Employment Commencement Date or Re-Employment
Commencement Date and ending on his Severance from Service Date.
An Employee shall also receive credit for any Period of
Severance of less the twelve (12) consecutive months. An
Employee shall receive a year of Service for vesting purposes
for each twelve (12) months of Service. Fractional periods of a
year shall be expressed in terms of days.
1.46 "Service Break" shall mean:
(a) For purposes of calculating Eligibility Years of Service,
any twelve (12) consecutive month period commencing on an
Employee's Employment Commencement Date or anniversaries
thereof during which the Employee is credited with five
hundred (500) Hours of Service or less.
(b) For purposes of calculating years of Service, any Plan Year
during which the Employee is credited with five hundred
(500) Hours of Service or less, where such Service Break
shall be measured from the first day of such Plan Year.
(c) If the elapsed time method of crediting Service is
specified in the Adoption Agreement, a Service Break shall
mean a Period of Severance of at least twelve (12)
consecutive months; provided, however, that in the case of
an Employee absent for maternity or paternity reasons (as
defined in Section 1.26), the Period of Severance shall not
commence for this purpose until the twenty-four (24) month
anniversary of the first date of such absence.
(d) However, a Service Break shall not be deemed to have
occurred as a result of an authorized leave of absence
granted in accordance with a uniform and non-discriminatory
policy of the Employer, provided the Employee returns to
employment with the Employer immediately following the end
of such leave. A Service Break shall also not be deemed to
have occurred as a result of an absence due to service in
the armed forces of the United States, provided the Member
makes application for resumption of work with the Employer,
following discharge, within the time specified by then
applicable laws.
1.47 "Severance from Service Date" shall mean the earlier of
(a) the date on which an Employee quits, retires, is discharged
or dies; or
(b) the twelve (12) month anniversary of the date an Employee
is first absent (with or without pay) for any reason other
than quit, retirement, discharge or death (such as
vacation, holiday, sickness, disability, leave of absence
or layoff).
1.48 "Shareholder-Employee" shall mean a Participant who owns (or is
considered as owning) more than five percent (5%) of the
outstanding stock of an S Corporation on any day during the
taxable year of reference of such S Corporation. In determining
the percent of a Participant's ownership of the outstanding
stock, the family attribution rules of section 318(a)(1) of the
Code, or nay other applicable section of the Code pertaining
thereto shall apply.
1.49 "Social Security Retirement Age" shall mean age sixty-five (65)
in the case of a Participant attaining age sixty-two (62) before
January 1, 2000 (i.e., born before January 1, 1938), age
sixty-six (66) for a Participant attaining age sixty-two (62)
after December 31, 1999, and before January 1, 2017 (i.e., born
after December 31, 1937, but before January 1, 1955), and age
sixty-seven (67) for a Participant attaining age sixty-two (62)
after December 31, 2016 (i.e., born after December 31, 1954).
1.50 "Sponsor" shall mean the Dreyfus Corporation.
1.51 "Standard Form of Retirement Income" shall mean a benefit
payable in accordance with the terms of the Adoption Agreement,
beginning as of the Participant's actual retirement date.
The Standard Form of Retirement Income of each Participant shall
not be less than the largest periodic benefit that would have
been payable to the Participant upon separation from Service at
or prior to the Normal Retirement Date under the Plan exclusive
of social security supplements, premiums on disability or term
insurance, and the value of disability benefits not in excess of
the Standard Form of Retirement Income. For purposes of
comparing periodic benefits in the same form, commencing prior
to and at the Normal Retirement Date, the greater benefit is
determined by converting the benefit payable at the Normal
Retirement Date and comparing the amount of such annuity
payments.
1.52 "Straight Life Annuity" means an annuity payable in equal
installments for the life of the Participant that terminates
upon the Participant's death.
1.53 "Taxable Wage Base" means the contribution and benefit base in
effect under section 230 of the Social Security Act at the
beginning of the Plan Year.
1.54 "Trustee" shall mean an individual or individuals or institution
appointed by the Employer to act in accordance with the
provisions of the Trust Agreement.
1.55 "Trust Agreement" shall mean the agreement between the Employer
and the Trustee.
1.56 "Trust Fund" shall mean all property received by the Trustee for
purposes of the Plan, investments thereof and earnings thereon,
less payments made by the Trustee to carry out the Plan.
ARTICLE II.
PARTICIPATION
2.1 Membership
Each eligible Employee shall become a Participant on the
Effective Date or the Entry Date coincident with or next
following the completion of the age and Service requirements set
forth in the Adoption Agreement.
2.2 Excluded Employees
The Adoption Agreement may exclude Employees from Participation
in the Plan based upon minimum age and Service requirements or
the inclusion of such Employees in certain ineligible job
classifications.
In the event an Employee who is not a member of the eligible
class of Employees becomes a member of the eligible class, such
Employee will participate immediately if such Employee has
satisfied the minimum age and Service requirements and would
have otherwise previously become a Participant.
In the event a Participant is no longer a member of an eligible
class of Employees and becomes ineligible to participate, but
has not incurred a Service Break, such Employee will participate
immediately upon returning to an eligible class of Employees.
If such Participant incurs a Service Break, eligibility to
participate will be determined under the rules of Section 1.20
of the Plan.
2.3 Re-Employment
(a) A former Participant will become a Participant immediately
upon returning to the employ of the Employer if such former
Participant has a nonforfeitable right to all or a portion
of the Accrued Benefit derived from Employer contributions
at the time of termination from Service.
(b) A former Participant who did not have a nonforfeitable
right to any portion of the Accrued Benefit derived from
Employer contributions at the time of termination from
Service will be considered a new Employee, for eligibility
purposes, if the number of consecutive one (1) year Service
Breaks equal or exceed the greater of five (5) or the
aggregate number of years of Service before such Service
Breaks. If such former Participant's years of Service
before termination from Service may not be disregarded
pursuant to the preceding sentence, such former Participant
shall participate immediately upon re-employment.
(c) Any former Employee who was never a Participant and is
re-employed as an Employee will be eligible to participate
subject to the provisions of Section 2.1.
2.4 Change in Employment Status
In the event that a Participant who was credited with a year of
Service for the preceding Plan Year, at the request of the
Employer, enters directly into the employ of any other business
entity, such Participant shall be deemed to be an Active
Participant. If such Participant returns to the employ of the
Employer or becomes eligible for benefits pursuant to Articles
V, VI or VII, without interruption of employment with the
Employer or other business entity, he shall be deemed not to
have had a Service Break for such period. However, if such
Participant does not immediately return to the employ of the
Employer upon his termination of employment with such other
business entity or upon recall by the Employer, he shall be
deemed to have terminated his employment for all purposes of the
Plan as of the Anniversary Date following the date of transfer.
2.5 Limitation on Participation of Owner-Employees
(a) If this Plan provides contributions or benefits for one or
more Owner-Employees who control both the business for
which this Plan is established and one or more other trades
or businesses, this Plan and the plan established for other
trades or businesses must, when looked at as a single plan,
satisfy sections 401(a) and (d) of the Code, for the
Employees of this and all other trades or businesses.
(b) If the Plan provides contributions or benefits for one or
more Owner-Employees who control one or more other trades
or businesses, the Employees of the other trades or
businesses must be included in a plan which satisfies
sections 401(a) and (d) of the Code and which provides
contributions and benefits not less favorable than provided
for Owner-Employees under this Plan.
(c) If an individual is covered as an Owner-Employee under the
plans of two or more trades or businesses which are not
controlled and the individual controls a trade or business,
then the contributions or benefits of the Employees under
the plan of the trade or business which are controlled must
be as favorable as those provided for him under the most
favorable plan of the trade or business which is not
controlled.
For purposes of the preceding paragraphs, an Owner-Employee, or
two or more Owner-Employees, will be considered to control a
trade or business if the Owner-Employee, or two or more
Owner-Employees together:
(1) own the entire interest in an unincorporated trade or
business, or
(2) in the case of a partnership, own more than fifty percent
(50%) of either the capital interest or the profits
interest in the partnership.
For purposes of the preceding paragraphs, an Owner-Employee, or
two or more Owner-Employees, shall be treated as owning any
interest in a partnership which is owned, directly or
indirectly, by a partnership which such Owner-Employee, or such
two or more Owner-Employees, are considered to control within
the meaning of the preceding sentence.
ARTICLE III.
CONTRIBUTIONS
3.1 Employer Contributions
The Employer intends to make contributions to the Trust Fund in
such amounts as are actuarially determined to be required to
provide the benefits accruing under the Plan to Participants.
Contributions by Participants shall be neither required nor
permitted. The annual valuation for actuarially determining the
contributions required shall reflect an adjustment for
experience realized form the investment of the Trust Fund,
mortality, turnover, forfeitures and any dividends resulting
from any insurance company contracts, if applicable. Any
forfeitures shall be used to reduce contributions, and shall not
be applied to increase benefits payable under the Plan. Subject
to the termination provisions of Section 16.5, the Employer
reserves the right to reduce, suspend or discontinue its
contributions under the Plan for any reason at any time.
3.2 Payment of Contributions
The amount of the Employer's contribution to the Plan for each
Plan Year shall be paid to the Trustee either in a single
payment or in installments. [Note: Failure to make quarterly
contributions required under section 412(m) of the Code will
result in he imposition of interest on the Employer]. In order
to ensure a deduction for each Plan Year, the total amount of
its contributions shall be made no later than the time
prescribed by law for filing its federal income tax return for
the fiscal year of the Employer ending with or within such Plan
Year, including extensions thereof. All contributions made by
an Employer shall be conditional upon their deductibility by the
Employer for income tax purposes; provided, however, that no
contributions shall be returned to the Employer except as
otherwise provided in this Plan.
3.3 Payment of Expenses
In addition to its contribution, the Employer shall pay all the
administrative expenses of the Plan and all fees and retainers
of the Plan's Trustee, actuary, consultant, administrator,
auditors and counsel, except that any expenses directly relating
to the investments of the Trust fund, such as taxes, brokerage
commissions, registration charges, etc., shall always be paid
from the Trust Fund. In the event of the failure of the
Employer to pay all or part of such expenses, the Trustee
shall pay these expenses and charge the payment thereof against
the Trust Fund.
3.4 Return of Employer Contributions
Notwithstanding any other provisions of this Plan, contributions
made by an Employer may be returned to such Employer if:
(a) the contribution was made by reason of a mistake of fact
and is returned to the Employer within one year of the
mistaken contribution, or
(b) the contributions was conditioned upon its deductibility by
the Employer for income tax purposes, the deduction was
disallowed and the contribution is returned to the Employer
within one year of the disallowance of the deduction, or
(c) the contribution was conditioned upon the initial
qualification of the Plan: the Plan was submitted to the
Internal Revenue Service for a determination as to its
initial qualification within the time prescribed by law for
filing the Employer's return for the taxable year in which
the Plan was adopted or such later date as the Secretary of
the Treasury may prescribe; the Plan received an adverse
determination, and the contribution is returned to the
Employer within one year of the date of the adverse
determination.
The amount which may be returned to the Employer in the excess
of the amount contributed over the amount that would have been
contributed had there not occurred the circumstance causing the
excess. Earnings attributable to the excess contributions may
not be returned to the Employer, but losses thereto shall reduce
the amount to be so returned.
ARTICLE IV.
RETIREMENT DATES
4.1 Retirement Date
Whenever reference is made in the Plan to retirement or a
retirement date, it shall mean the Normal, Early, Deferred or
Disability Retirement Date, whichever applies to the Participant
involved.
4.2 Normal Retirement Date
Upon reaching his Normal Retirement Age, an Active Participant's
right to his retirement benefit shall be nonforfeitable. Such
an Active Participant shall, subject to the provisions of
Section 4.6, have the right to retire as of his Normal
Retirement Date. If the Employer enforces a mandatory
retirement date, the Normal Retirement Date is the earlier of
that mandatory date or the date specified in the Adoption
Agreement.
4.3 Deferred Retirement Date
An Active Participant may continue his employment after his
Normal Retirement Date, in which event he shall continue as an
Active Participant and, subject to the provisions of Section
4.6, retire as of his Deferred Retirement Date. However, the
Employer may, subject to the provisions of Section 4.7, retire a
Participant on the first day of any month following his Normal
Retirement Date.
4.4 Early Retirement Date
A Participant shall, subject to the provisions of section 4.6,
have the right to retire as of his Early Retirement Date. A
Participant who has satisfied the service requirements for early
retirement shall be entitled to elect early retirement upon
completion of the age requirement.
4.5 Disability Retirement Date
An Active Participant, who has suffered a Permanent Disability,
may retire on his Disability Retirement Date.
As a condition of his continuing to receive any disability
retirement income, the Committee shall have the right to require
any Participant who is in receipt of a monthly disability
retirement income to be re-examined by a physician of its choice
not more often than once in each calendar year to determine if
he continues to be disabled.
4.6 Application for Retirement
As a prerequisite to the commencement of a retirement benefit
hereunder, a Participant otherwise entitled thereto shall file
with the Committee an application for such benefit at least
thirty-one (31) days prior to the Participant's retirement date.
4.7 Age Discrimination in Employment Act
Notwithstanding any other provision of this Plan, the Employer,
in accordance with the provisions of the Age Discrimination in
Employment Act, shall have no right to compel a Participant to
retire, except as otherwise provided in this Section, if in the
calendar year or the preceding calendar year, the Employer may
retire a Participant who for the two (2) year period prior to
retirement is employed in a bona fide executive or high policy
making position if (1) he has attained age sixty-five (65); (2)
he has attained Normal Retirement Date and (3) his annual
retirement benefit from the pension, profit-sharing, savings or
deferred compensation plans maintained by the Employer equals,
in the aggregate, at least $44,000. This Section shall be
deemed to be automatically amended to reflect any subsequent
Federal legislation or regulations.
ARTICLE V.
RETIREMENT BENEFITS
Except as otherwise provided in the Adoption Agreement and this
Prototype Plan the provisions of this Article V shall apply with
respect to the Plan Years, and benefits attributable to Plan
Years, beginning after December 31, 1988.
5.1 Normal Retirement Benefit
A Participant shall be entitled to receive as of his Normal
Retirement Date a monthly Standard Form of Retirement Income
equal to one-twelfth (1/12th) of the annual retirement benefit
determined in accordance with the benefit formula elected by the
Employer in the Adoption agreement.
5.2 Deferred Retirement Benefit
Effective with the first day of the Plan Year beginning on or
after January 1, 1988, a Participant shall be entitled to
receive as of his Deferred Retirement Date a monthly Standard
Form of Retirement Income equal to one-twelfth (1/12th) of the
greater of (i) the amount of his annual retirement benefit
determined as of his Deferred Retirement Date in accordance with
the Benefit formula elected by the Employer in the Adoption
Agreement, or (ii) the Actuarial Equivalent of his Normal
Retirement Benefit determined under section 5.1 above. The
monthly retirement benefit so determined for a Participant who
remains in employment after Normal Retirement Age shall be
offset by the Actuarial Equivalent of the total of any
distributions required by Section 9.5 which are made by the
close of the Plan Year.
5.3 Early Retirement Benefit
An Active Participant who has satisfied the age and service
requirements for early retirement shall be entitled to receive
as of his Normal Retirement Date a monthly Standard Form of
Retirement income equal to one-twelfth (1/12th) of his Accrued
Benefit. Alternatively, such Participant may elect that the
Early Retirement Benefit commence on the Participant's Early
Retirement Date or on the first day of any following month prior
to his Normal Retirement Date. If the Participant so elects to
have benefits commence prior to his Normal Retirement Date, his
annual retirement benefit shall be an amount equal to his
Accrued Benefit payable at Normal Retirement Date reduced by
one-fifteenth (1/15th) for each of the first five (5) years,
one-thirtieth (1/30th) for each of the next five (5) years, and
actuarially reduced for each additional year by which the
Participant's Annuity Starting Date precedes his Normal
Retirement Date.
If benefits commence to a Participant at a time other than
Normal Retirement Age, the Participant's Accrued Benefit will be
multiplied by a fraction, the numerator of which is the annual
factor that corresponds to the age at which benefits commence to
the Participant in the Standard Form of Retirement Income, and
the denominator of which is the annual factor that corresponds
to the Normal Retirement Age under the Plan in the Standard Form
of Retirement Income.
If benefits commence to the Participant in a form other than the
Standard Form of Retirement Income, the product in the preceding
paragraph will be actuarially adjusted in accordance with the
provisions of section 1.2 of the Plan.
If this Plan has had a Fresh-Start, the limitations in the
preceding paragraphs will be applied only to the Participant's
accruals for years for which the Plan provides for the disparity
permitted under section 401(1) of the Code. All benefit
accruals for years for which the Plan does not provide for the
disparity permitted under section 401(1) of the Code will be
actuarially adjusted in accordance with the provisions of
section 1.2 of the Plan.
The annual factor is the factor derived from the applicable in
table(s) below based on the Normal Retirement Age under the
Plan, as specified in the Adoption Agreement (determined without
regard to any years of Participation requirement), and the
Standard Form of Retirement Income, as specified in the Adoption
Agreement. If the Employer elects as an integration level in the
Adoption Agreement option 4 or 5, the following Table II shall
apply. Otherwise, the following Table I shall apply.
TABLE I
Plan's Normal
Retirement Age Participant's Social Security Retirement Age
_______________ ____________________________________________
65 66 67
65 .75 .70 .65
64 .70 .65 .60
63 .65 .60 .55
62 .60 .55 .50
61 .55 .50 .475
60 .50 .475 .45
59 .475 .45 .425
58 .45 .425 .40
57 .425 .40 .375
56 .40 .375 .344
55 .375 .344 .316
TABLE II
Plan's Normal
Retirement Age Participant's Social Security Retirement Age
______________ ____________________________________________
65 66 67
65 .60 .56 .52
64 .56 .52 .48
63 .52 .48 .44
62 .48 .44 .40
61 .44 .40 .38
60 .40 .38 .36
59 .38 .36 .34
58 .36 .34 .32
57 .34 .32 .30
56 .32 .30 .2752
55 .30 .2752 .2528
5.4 Disability Retirement Benefit
An Active Participant who has suffered a Permanent Disability shall be
entitled to receive during the period of his disability, with the
first payment to be made on his Disability Retirement Date, a monthly
Standard Form of Retirement Income which shall be equal to his Accrued
Benefit payable at his Normal Retirement Date, reduced by
one-fifteenth (1/15th) for each of the first five (5) years,
one-thirtieth (1/30th) for each of the next five (5) years, and
actuarially reduced for each additional year by which his Disability
Retirement Date precedes his Normal Retirement Date.
If it is subsequently determined that such Participant is no longer
disabled, he shall not be entitled to further benefits as a result of
such disability, and he shall only be entitled to such other benefits
as may be provided under the terms of the Plan for which he was
eligible as of his Disability Retirement Date, reduced by the
disability retirement benefits paid. If such Participant returns to
the employ of the Employer immediately following the termination of
his Permanent Disability, he shall resume the classification of an
Active Participant, and his employment with the Employer shall not be
deemed interrupted.
A Participant, who has severed employment prior to his Permanent
Disability, will not be entitled to any benefits under this Section
5.4.
5.5 Distribution of Retirement Benefits
Distribution of any benefits payable under this Section shall be paid
in accordance with the provisions of Article IX.
5.6 Death Benefits
If a Participant dies prior to his Annuity Starting Date, the
provisions of Article VII shall apply.
5.7 Suspension of Benefits
(1) As elected by the Employer in the Adoption Agreement, normal or
early retirement benefits will be suspended for each calendar month
during which the Employee completes at least 40 Hours of Service with
the Employer as defined in section 203(a)(3)(B) of the Employee
Retirement Income Security Act of 1974, as amended ("Section
203(a)(3)B Service"). Consequently, the amount of benefits which are
paid later than Normal Retirement Age will be computed as if the
Employee had been receiving benefits since Normal Retirement Age.
(2) Resumption of payment. If benefit payments have been suspended,
payments shall resume not later than the first day of the third
calendar month after the calendar month in which the Employee ceases
to be employed in section 203(a)(3)(B) service. The initial payment
upon resumption shall include the payment scheduled to occur in the
calendar month when payments resume and any amounts withheld during
the period between the cessation of section 203(a)(3)(B) service and
the resumption of payments.
(3) Notification. No payment shall be withheld by the Plan pursuant
to this section unless the Plan notifies the Employee by personal
delivery or first class mail during the first calendar month or
payroll period in which the Plan withholds payment that his or her
benefits are suspended. Such notification shall contain a description
of the specific reasons why benefit payments are being suspended, a
description of the plan provision relating to the suspension of
payments, a copy of such provisions, and a statement to the effect
that applicable Department of Labor regulations may be found in
section 2530.203-3 of the Code of Federal Regulations.
In addition, the notice shall inform the Employee of the Plan's
procedures for affording a review of the suspension of benefits.
Requests for such reviews may be considered in accordance with the
claims procedure adopted by the plan pursuant to the section 503 of
the Employment Retirement Income Security Act of 1974, as amended, and
applicable regulations.
(4) Amount suspended.
(a) Life annuity. In the case of benefits payable periodically
on a monthly basis for as long as a life (or lives)
continues, such as a straight life annuity or a Qualified
Joint and Survivor Annuity, an amount equal to the portion
of a monthly benefit payment derived from Employer
contributions.
(b) Other benefit forms. In the case of a benefit payable in a
form other than the form described in subsection (a) above,
an amount of the Employer-provided portion of benefit
payments for a calendar month in which the Employee is
employed in section 203(a)(3)(B) service, equal to the
lesser of:
(i) The amount of benefits which would have been payable to
the Employee if he had been receiving monthly benefits
under the Plan since actual retirement based on a
straight life annuity commencing at actual retirement
age;
(ii) The actual amount paid or scheduled to be paid to the
Employee for such month. Payments which are scheduled
to be paid less frequently than monthly may be
converted to monthly payments for purposes of the above
sentence.
(5) This section does not apply to the minimum benefit to which the
Participant is entitled under the top-heavy rules of Article XV.
5.8 Frozen Accrued Benefit
A Participant's Frozen Accrued Benefit is the amount of the
Participant's Accrued Benefit determined in accordance with the
provisions of the Plan applicable in the year containing the latest
Fresh-Start Date, determined as if the Participant terminated
employment with the Employer as of the latest Fresh-Start Date, (or
the date the Participant actually terminated employment with the
Employer, if earlier), without regard to any amendment made to the
Plan after that date other than amendments recognized as effective as
of or before the date under section 401(b) of the Code or section
1.401(a)(4)-11(g) of the regulations. If the Participant has not had a
Fresh-Start Date, the Participant's Frozen Accrued Benefit will be
zero.
If, as of the Participant's latest Fresh-Start Date, the amount of a
Participant's Frozen Accrued Benefit was limited by the application of
section 415 of the Code, the Participant's Frozen Accrued Benefit will
be increased for years after the latest Fresh-Start Date to the extent
permitted under section 415(d)(l) of the Code. In addition, the Frozen
Accrued Benefit of a Participant whose Frozen Accrued Benefit includes
the Top-Heavy minimum benefits provided in section 15.3 of the Plan,
will be increased to the extent necessary to comply with the average
compensation requirement of section 416(c)(l)(D)(i) of the Code.
If: (l) the Plan's Standard Form of Retirement Income in effect on the
Participant's latest Fresh-Start Date is not the same as the Standard
Form of Retirement Income under the Plan after the Participant's
latest Fresh-Start Date and/or (2) the Normal Retirement Age for any
Participant on that date was greater than the Normal Retirement Age
for that Participant under the Plan after such latest Fresh-Start
Date, the Frozen Accrued Stated Benefit will be expressed as an
actuarially equivalent benefit in the Standard Form of Retirement
Income under the Plan after the latest Fresh-Start Date, commencing at
the Participant's Normal Retirement Age under the Plan in effect after
the latest Fresh-Start Date.
If the Plan provides a new optional form of benefit with respect to a
Participant's Frozen Accrued Benefit, such new optional form of
benefit will be provided with respect to each Participant's entire
Accrued Benefit (i.e., Accrued both before and after the Fresh-Start
Date). In addition, if this Plan is a unit credit plan, with respect
to plan years beginning after the latest Fresh-Start Date, the current
benefit formula will provide each Participant in the Fresh-Start group
a benefit of not less than .5% of the Participant's average annual
Compensation times the participant's years of Service after the latest
Fresh-Start Date. If this is a flat benefit plan, then, with respect
to Plan Years beginning after the Plan's latest Fresh-Start Date, the
current benefit formula will provide each Participant a benefit of not
less than 25% of the Participant's average annual Compensation. If a
participant will have less than 50 years of Service after the latest
Fresh-Start Date through the year the Participant attains Normal
Retirement Age (or current age, if later), then such minimum
percentage will be reduced by multiplying it by the following ratio:
Participant's years of
Service after the latest Fresh-Start Date
50
Definition of Fresh-Start Date. Fresh-Start Date generally means the
last day of a Plan Year preceding a Plan Year for which any amendment
of the Plan that directly or indirectly affects the amount of a
Participant's benefit determined under the current benefit formula
(such as an amendment to the definition of Compensation used in the
current benefit formula or a change in the Normal Retirement Age of
the Plan) is made effective. However, if under the Adoption Agreement
the Fresh-Start group is limited to an acquired group of employees, or
a group of employees with a Frozen Accrued Benefit attributable to
assets and liabilities transferred to the Plan, the Fresh Start Date
will be the date designated in the Adoption Agreement. If this Plan
has had a Fresh-Start for all Participants, and in a subsequent Plan
Year is aggregated for purposes of section 401(a)(4) of the Code with
another Plan that did not make the same Fresh-Start, this Plan will
have a Fresh-Start on the last day of the Plan Year preceding the Plan
Year during which the plans are first aggregated.
5.9 Adjustments to Frozen Accrued Benefit
(a) If elected by the Employer in the Adoption Agreement, the
provisions of sections 5.9(b) through (i) below will apply to
adjust each Participant's Frozen Accrued Benefit determined as of
the latest Fresh-Start Date under the Plan, if, as of that date,
the Plan contained a benefit formula under which the
Participant's Accrued Benefit could be determined with reference
to Compensation earned by the Participant in years beginning
after the latest Fresh-Start Date occurring before the first Plan
Year beginning on or after January 1, 1994.
(b) If a Fresh-Start group fails to satisfy the minimum coverage
requirements of section 410(b) of the Code for any Plan Year, the
provisions of this section 5.9 will not apply for that year or
any subsequent year.
A Fresh-Start group is deemed to satisfy the minimum coverage
requirements of section 410(b) of the Code for any Plan Year if
any one of the following requirements is satisfied:
1. the Fresh-Start group satisfied the minimum coverage
requirements of section 410(b) of the Code for the first
five Plan Years beginning after the Fresh-Start Date;
2. the Fresh-Start group satisfied the ratio percentage test of
section 1.410(b)-2(b)(2) of the Regulations as of the Fresh
Start Date;
3. the Fresh-Start group consists of an acquired group of
employees that satisfied the minimum coverage requirements
of section 410(b) of the Code (determined without regard to
any of the special rules pertaining to certain dispositions
or acquisitions provided in section 410(b)(6)(c)) of the
Code as of the Fresh-Start Date; or
4. the Fresh-Start Date with respect to the Fresh-Start group
occurs before the first day of the first Plan Year beginning
on or after January 1, 1994.
(c) Unit Credit Plans -- with respect to Plan Years beginning after
the latest Fresh-Start Date, the current benefit formula will
provide each Participant in the Fresh-Start group a benefit of
not less than .5% of the Participant's Average Compensation times
the Participant's years of Service after the latest Fresh-Start
Date.
(d) Flat Benefit Plans -- with respect to Plan Years beginning after
the Plan's latest Fresh-Start Date, the current benefit formula
will provide each Participant a benefit of not less than 25% of
the Participant's Average Compensation. If a Participant will
have less than 50 years of Service under the Plan after the
latest Fresh-Start Date through the year the Participant attains
Normal Retirement Age (or current age, if later), then such
minimum percentage will be reduced by multiplying it by the
following ratio:
Participant's years of
Service after the latest Fresh-Start Date
50
(e) The minimum benefit in sections 5.9 (h) through (j) below take
into account an Employee's past Service in determining the
Employee's Accrued Benefit under the Plan and may cause the Plan
to fail to satisfy the safe harbor for past service in section
1.401(a)(4)-5(a)(3) of the regulations.
(f) If this Plan was a defined benefit excess plan as of the latest
Fresh-Start Date, each Participant's Frozen Accrued Benefit will
be increased, to the extent necessary, if any, so that the Base
Benefit Percentage, as defined in the Adoption Agreement,
determined with reference to all years of Service as of the
latest Fresh-Start Date, is not less than 50 percent of the
Excess Benefit Percentage, as defined in the Adoption Agreement,
as of the latest Fresh-Start Date, determined with reference to
all years of Service as of the latest Fresh-Start Date. For this
purpose, a defined benefit excess plan is a defined benefit plan
under which the rate at which Employer-provided benefits are
determined with respect to Average Compensation above the
Integration Level under the Plan is greater than the rate at
which employer-provided benefits are determined with respect
to Average Compensation at or below the Integration Level.
(g) If this Plan was a PIA offset plan as of the latest Fresh-Start
Date, the offset applied to determine the Frozen Accrued Benefit
of each Participant in the Fresh-Start group will be decreased,
to the extent necessary, if any, so that it does not exceed 50
percent of the benefit determined without applying the offset,
taking into account all years of Service as of the latest
Fresh-Start Date. For this purpose, a PIA offset plan is a Plan
that applies the Plan's benefit rates uniformly regardless of an
Employee's Compensation, but that reduces an Employee's benefit
by a stated percentage of the Employee's primary insurance amount
under the Social Security Act.
(h) In the case of a Plan other than a Plan described in Sections
5.9(h) and 5.9(i) above, the Frozen Accrued Benefit of each
Participant in the Fresh-Start Date will be increased, to the
extent necessary, if any, in a manner that is economically
equivalent to the adjustment required under Sections 5.9 (h) and
(i).
(i) If elected by the Employer in the Adoption Agreement, the Frozen
Accrued Benefit (as adjusted under Sections 5.9 (h) through (j)
above, as applicable) of each Participant other than section
401(a)(17) Participants in the Fresh-Start group will be adjusted
in accordance with one of the methods set forth in Section 5.9(l)
below. The Frozen Accrued Benefit of all section 401(a)(17)
Participants will be determined in accordance with the special
adjustment applicable to section 401(a)(17) Participants in
Section 5.9(m).
A section 401(a)(17) Participant includes a Tax Reform Act
of 1986 (TRA '86) section 401(a)(17) Participant as well as
an Omnibus Budget Reconciliation Act of 1993 (OBRA '93)
section 401(a)(17) Participant. A TRA '86 section 401(a)(17)
Participant means a Participant whose Accrued Benefit as of
a date on or after the first day of the first Plan Year
beginning on or after January 1, 1989, is based on
Compensation for a year beginning prior to the TRA '86
statutory effective date that exceeded $ 200,000. An OBRA
'93 section 401(a)(17) Participant means a Participant whose
Accrued Benefit as of a date on or after the first day of
the first Plan Year beginning on or after January 1, 1994,
is based on Compensation for a year beginning prior to the
first day of the first Plan Year beginning on or after
January 1, 1994, that exceeded $ 150,000.
(j) The Frozen Accrued Benefit of each Participant in the Fresh-Start
group other than section 401(a)(17) Participants will be adjusted
in accordance with one of the following methods, as elected by
the Employer in the Adoption Agreement:
Old Compensation fraction: The Frozen Accrued Benefit of
each Participant in the Fresh-Start group, as adjusted in
Sections 5.9 (e) through (g) above, as fraction (not less
than 1), the numerator of which is the Participant's
Compensation for the current Plan Year, using the same
definition and Compensation formula used in determining the
Participant's Frozen Accrued Benefit, and the denominator of
which is the Participant's Compensation as of the latest
Fresh-Start Date, determined in the same manner as the
numerator.
New Compensation fraction: The Frozen Accrued Benefit of
each Participant in the Fresh-Start group, as adjusted in
Sections 5.9 (e) through (g) above, as applicable, will be
multiplied by a fraction (not less than 1), the numerator of
which is the Participant's Average Compensation, as defined
in section 1.12 of the Plan, for the current Plan Year, and
the denominator is the participant's Average Compensation as
of the latest Fresh-Start Date, determined in the same
manner as the numerator.
Reconstructed Compensation fraction: The Frozen Accrued
Benefit of each Participant in the Fresh-Start group, as
adjusted in Sections 5.9 (e) through (g) above, as
applicable, will be multiplied by a fraction (not less than
1), the numerator of which is the Participant's Average
Compensation, as defined in Section 1.12 of the Plan, for
the current Plan Year, and the denominator of which is the
Participant's reconstructed compensation as of the Fresh-
Start Date.
A Participant's "reconstructed compensation" will be equal
to the Participant's Average Compensation, as defined in
section 1.12 of the Plan, for the Plan Year elected by the
Employer in the Adoption Agreement multiplied by a fraction,
the numerator of which is the Participant's Compensation for
the Plan Year ending on the latest Fresh-Start Date
determined using the same Compensation definition and
Compensation formula used to determine the Participant's
Frozen Accrued Benefit, and the denominator of which is the
Participant's Compensation for the selected year, determined
in the same manner as the numerator.
For purposes of calculating a Participant's "reconstructed
compensation", the selected year will be the Plan Year
elected by the Employer in the Adoption Agreement.
(k) Alternative Adjustment: In lieu of applying the old compensation
fraction or new compensation fraction described in section
5.9(l), if the Employer elects, a Participant's adjusted Accrued
Benefit will be determined by substituting the Participant's
Compensation (as defined in section of the Plan) for the current
Plan Year determined under the same Compensation formula and
underlying definition of Compensation used to determine the
Frozen Accrued Benefit of each Participant in the Fresh-Start
group.
If elected by the Employer in the Adoption Agreement, the
Frozen Accrued Benefit of each section 401(a)(17)
Participant in the Fresh-Start group will be adjusted in
accordance with the following method:
Section 401(A)(17) Participants Who Are OBRA '93 Section
401(A)(17) Participants Only:
(1) Determine the Frozen Accrued Benefit of each OBRA '93
section 401(a)(17) Participant as of the last day of
the Plan Year beginning before January 1, 1994.
(2) Adjust the amount in step 1 by multiplying it by the
following fraction (not less than 1). The numerator of
the fraction is the average compensation of the OBRA
'93 section 401(a)(17) employee determined for the
current year (as limited by section 401(a)(17)), using
the same definition and Compensation formula in effect
as of the last day of the last Plan Year beginning
before January 1, 1994. The denominator of the fraction
is the Participant's Average Compensation for the last
day of the last Plan Year beginning before January 1,
1994. Using the definition and Compensation formula in
effect as of the last day of the last Plan Year
beginning before January 1, 1994.
Section 401(A)(17) Participants Who Are Both TRA '86 Section
401(A)(17) Participants and OBRA '93 Section 401(A)(17)
Participants:
(1) Determine each TRA '86 section 401(a)(17) Participant's
Frozen Accrued Benefit as of the last day of the last
Plan Year beginning before January 1, 1989.
(2) Adjust the amount in step 1 up through the last day of
the last Plan Year beginning before the first Plan Year
beginning on or after January 1, 1994, by multiplying
it by the following fraction (not less than 1). The
numerator of the fraction is the TRA '86 section
401(a)(17) Participant's Average Compensation
determined for the current year (as limited by section
401(a)(17)), using the same definition and Compensation
formula in effect as of the last day of the last Plan
Year beginning before January 1, 1989. The denominator
of the fraction is the Participant's Average
Compensation for the last day of the Plan Year
beginning before January 1, 1989, using the definition
and Compensation formula in effect as of the last day
of the last Plan Year beginning before January 1, 1989.
(3) Determine the TRA '86 section 401(a)(17) Participant's
Frozen Accrued Benefit as of the last day of the last
Plan Year beginning before January 1, 1994.
(4) Subtract the amount determined in step 2 from the
amount determined in step 1.
(5) Adjust the amount in step 4 by multiplying it by the
following fraction (not less than 1). The numerator of
the fraction is the TRA '86 section 401(a)(17)
Participant's Average Compensation determined for the
current year (as limited by section 401(a)(17)), using
the same definition and Compensation formula in effect
as of the last day of the last Plan Year beginning
before January 1, 1994. The denominator of the fraction
is the Participant's Average Compensation for the last
day of the Plan Year beginning before January 1, 1994,
using the definition and Compensation formula in effect
as of the last day of the last Plan Year beginning
before January 1, 1994.
(6) Adjust the amount in step 1 by multiplying it by the
following fraction (not less than 1). The numerator of
the fraction is the TRA '86 section 401(a)(17)
Participant's Average Compensation for the current year
(as limited by section 401(a)(17)), using the same
definition of Compensation and Compensation formula in
effect as of the last day of the last Plan Year
beginning before January 1, 1989. The denominator of
the fraction is the Participant's Average Compensation
for the last day of the last Plan Year beginning before
January 1, 1989, using the definition and Compensation
formula in effect as of the last day of the last Plan
Year beginning before January 1, 1989.
(7) Add the amounts determined in step 5, and the greater
of steps 6 or 2.
ARTICLE VI.
TERMINATION OF EMPLOYMENT BENEFITS
6.1 Vested Termination Benefit
If an Active Participant terminates his employment with the Employer,
or with any other business entity pursuant to Section 2.4, prior to
qualifying for any other benefits pursuant to the provisions of the
Plan, and prior to the satisfaction of the vesting requirement set
forth in the Adoption Agreement, his Participation hereunder shall
cease and no benefits shall be payable from the Plan.
If however, an Active Participant terminates his employment after the
satisfaction of the vesting requirements set forth in the Adoption
Agreement, he shall become a Vested Participant. Such Vested
Participant shall be entitled to receive a Standard Form of Retirement
Income, beginning as of his Normal Retirement Date, equal to the
vested percentage, as determined in accordance with the schedule set
forth in the Adoption Agreement, of the Participant's Accrued Benefit.
A Vested Participant who terminates employment after meeting the
Service requirement but before meeting the age requirement for Early
Retirement may also elect to retire on the first day of any month
following Early Retirement Age. Any other Vested Participant may
elect to commence payment of his benefits on the first day of any
month preceding his Normal Retirement Date and after his vested
Termination Date as specified in the Adoption Agreement. Such benefit
shall be equal to his Accrued Benefit payable at Normal Retirement
Date reduced by one-fifteenth (1/15th) for each of the next five (5)
years, one thirtieth (1/30th) for each of the next five (5) years and
actuarially reduced for each additional year by which the commencement
date of the Vested Benefit precedes his Normal Retirement Date.
6.2 Distribution of Vested Interest
As a prerequisite to the commencement of a Vested Termination Benefit
hereunder, a Participant otherwise entitled thereto shall file with
the Committee an application for such benefit at least thirty-one (31)
days prior to the Participant's Vested Termination Date. Distribution
of any benefit payable under this Section shall be paid pursuant to
the provisions of Article IX.
6.3 Death of a Vested Member
If a Vested Participant dies prior to his Annuity Starting Date, the
provisions of Article VII shall apply.
6.4 Vesting of a Participant
In order to determine the Vested Percentage of a Participant who has
incurred a Service Break, the following rules will apply:
(a) A former Participant who had a nonforfeitable right to all or a
portion of the Accrued Benefit derived from Employer
contributions at the time of the Participant's termination of
employment will receive credit for all years of Service prior to
a Service Break upon completing a year of Service after returning
to the employ of the Employer.
(b) In the case of a Participant who has five (5) or more consecutive
one (1) year Service Breaks, the Participant's pre-break Service
will count in vesting of the Employer-derived Accrued Benefit
only if (i) such Participant has any nonforfeitable interest in
the Accrued Benefit attributable to Employer contributions at the
time of separation from service, or (ii) upon returning to
Service the number of consecutive one (1) year Service Breaks is
less than the number of years of Service.
6.5 Amendment of Vesting Provisions
If the Plan's vesting schedule set forth in the Adoption Agreement is
amended or the Plan is amended in any way that directly or indirectly
affects the computation of a Participant's nonforfeitable percentage,
or if the Plan is deemed amended by an automatic change to or from a
top-heavy vesting schedule, each Participant with at least three (3)
years of Service with the Employer may elect within a reasonable
period after the adoption of the amendment or change, to have his
nonforfeitable percentage computed under the Plan without regard to
such amendment or change. For Participants who do not have at least
one Hour of Service in any Plan Year beginning on or after January 1,
1989, the preceding sentence shall be applied by substituting "five
(5) years of Service "for "three (3) years of Service." The period
during which the election may be made shall commence with the date the
amendment is adopted and shall end on the latest of: (1) sixty (60)
days after the amendment is adopted; (2) sixty (60) days after the
amendment becomes effective; or (3) sixty (60) days after the
Participant is issued written notice of the amendment by the Employer
or the Committee.
6.6 Forfeitures
(a) If a Participant terminates employment with the Employer and the
Actuarial Value of the Participant's vested Accrued Benefit
derived form Employer and Employee contributions is not greater
than $3,500, the Employee shall receive a distribution of the
Actuarial Value of the entire vested portion of such Accrued
Benefit, and the nonvested portion will be treated as a
forfeiture. For purposes of this Section 6.6, if the Actuarial
Value of a Participant's vested Accrued Benefit is zero, the
Participant shall be deemed to have received a distribution of
such vested Accrued Benefit.
(b) If a Participant terminates employment with the Employer, (and
the present value of the Employee's vested Accrued Benefit
exceeds $3,500), and elects (with his or her spouse's consent) in
accordance with Section 9.2 to receive the Actuarial Value of his
or her vested Accrued Benefit, the nonvested portion will be
treated as a forfeiture. If the Participant elects to have
distributed an amount that is less than the entire vested portion
of the Accrued Benefit derived from Employer contributions, the
part of the nonvested portion that will be treated as a
forfeiture is the total nonvested portion multiplied by a
fraction, the numerator of which is the amount of the
distribution attributable to Employer contributions and the
denominator of which is the total Actuarial Value of the vested
Employer derived Accrued Benefit.
(c) If a Participant receives a distribution pursuant to the Section
6.6 and resumes employment covered under the Plan, the
Participant shall have the right to restore his or her
Employer-provided Accrued Benefit (including all optional forms
of benefit and subsidies relating to such benefits), to the
extent forfeited, upon the repayment to the Plan of the full
amount of the distribution plus interest compounded annually at
the rate of (i) five percent (5%) from the date of distribution
to the date of repayment or to the last day of the Plan Year
beginning on or after January 1, 1987, if earlier, (ii) and one
hundred twenty percent (120%) of the federal mid-term rate (as in
effect under section 1274 of the Code for the first month of a
Plan Year) from the first day of the Plan Year beginning on or
after January 1, 1987 or the date of distribution, if later.
Such repayment must be made before the earlier of (i) five (5)
years after the Participant's Re-Employment Commencement Date or
(ii) the date the Participant incurs five (5) consecutive one
year Service Breaks following the day of distribution. If an
Employee is deemed to receive a distribution pursuant to this
Section, and the Employee resumes employment covered under this
Plan before the date he incurs five (5) consecutive one year
Service Breaks, upon the reemployment of such Employee, the
Employer-provided Accrued Benefit will be restored to the amount
on the date of such deemed distribution.
(d) Any forfeitures under this Plan shall be used to reduce Employer
contributions, and shall not be applied to increase benefits
payable under the Plan.
ARTICLE VII.
DEATH BENEFITS
7.1 Pre-Retirement Without Life Insurance:
(a) Plan funded without life insurance:
The death benefit payable under this Plan upon the death of a
Participant prior to his Annuity Starting Date shall be the
Qualified Pre-retirement Survivor Annuity plus, if applicable,
any other incidental death benefit provided in the Adoption
Agreement. Upon the death of an Active or Retired Participant
prior to his Annuity Starting Date, the death benefit shall be
determined on the basis of the Participant's entire Accrued
Benefit. Upon the death of a Vested Participant prior to his
Annuity Starting Date, the death benefit shall be determined on
the basis of the Participant's vested Accrued Benefit.
(b) Plan funded with life insurance:
If a Participant dies prior to his Annuity Starting Date, the
Participant's surviving spouse shall be entitled to a Qualified
Pre-retirement Survivor Annuity plus the proceeds of insurance
policies purchased on he Participant's life; provided that any
death benefit in addition to the Qualified Pre-retirement
Survivor Annuity shall be reduced to the extent necessary so that
the sum of such additional benefit and the Actuarial Value of the
Qualified Pre-retirement Survivor Annuity does not exceed one
hundred (100) times the Participant's anticipated monthly benefit
or such lesser multiple specified in the Adoption Agreement. If
the Participant dies prior to his Annuity Starting Date and has
no surviving spouse or his surviving spouse is not his
Beneficiary, his Beneficiary shall be entitled only to the
proceeds of insurance policies purchased on the Participant's
life.
If a Participant should die before the issuance of a contract in
accordance with the terms of this Plan, the death benefit payable
shall be equal to the amount of premiums that would have been
paid to purchase the contract, plus the Actuarial Value of his
Accrued Benefit, if any.
Upon the death of an Active or Retired Participant prior to his
Annuity Starting Date, the death benefit shall be determined on
the basis of the Participant's entire Accrued Benefit. Upon the
death of a Vested Participant prior to his Annuity Starting Date,
the death benefit shall be determined on the basis of the
Participant's vested Accrued Benefit.
7.2 Designation of Beneficiary
Each Participant shall have the right, by written notice to the
Committee, to designate or to change his Beneficiary. However, any
designation (or change of designation) of a Beneficiary must be
consented to by the Participant's Spouse pursuant to a Qualified
election under 9.2, if such Beneficiary is not the Participant's
Spouse.
7.3 Distribution of Death Benefit
Notwithstanding any other provision of the Plan, after receipt by the
Committee of due notice of the death of the Participant, any benefit
payable under this Article shall be paid in accordance with Article
IX.
7.4 Payment on Beneficiary's Death
If the Beneficiary should die while in receipt of benefits hereunder,
benefits payable following the Beneficiary's death, if any, shall be
paid to the legal representative of such Beneficiary's estate.
7.5Post-Retirement Death Benefit
Upon the death of a Participant after his Annuity Starting Date, any
payment of benefits to the Beneficiary after the Participant's death
shall be governed by the terms of the form of benefit under which
payments were being made.
ARTICLE VIII.
LIMITATIONS ON BENEFITS
8.1 Maximum Retirement Benefit
(a) The Annual Benefit otherwise payable to a Participant at any time
will not exceed the Maximum Permissible Amount. If the benefit
the Participant would otherwise accrue in a Limitation Year would
produce an Annual Benefit in excess of the Maximum Permissible
Amount, the rate of accrual will be reduced so that the Annual
Benefit will equal the Maximum Permissible Amount. This
limitation is deemed satisfied if the Annual Benefit payable to a
Participant is not more than one thousand dollars ($1,000)
multiplied by the Participant's number of years of Service or
parts thereof (not to exceed then (10)) with the Employer and the
Employer has not at any time maintained a defined contribution
plan, a welfare benefit plan as defined in section 419(e) of the
Code, or an individual medical account as defined in section
415(1)(2) of the Code maintained by the Employer, or a simplified
Employee pension, as defined in section 408(k) of the Code,
maintained by the Employer, in which such Participant
participated.
(b) If a Participant has made nondeductible Employee contributions
under the terms of this Plan, the amount of such contributions is
treated as an Annual Addition to a qualified defined contribution
plan.
(c) If a Participant is, or has ever been, covered under more than
one defined benefit plan maintained by the Employer, the sum of
the Participant's Annual Benefits from all such plans may not
exceed the Maximum Permissible Amount. The Employer will elect
in the Adoption Agreement the method by which the plans will meet
this limitation.
(d) If the Employer maintains, or at any time maintained, one or more
qualified defined contribution plans covering any Participant in
this Plan, a welfare benefit fund, as defined in section 419(e)
of the Code, or an individual medical account as defined in
section 415(1)(2) of the Code maintained by the Employer, or a
simplified Employee pension, as defined in section 408(k) of the
Code, maintained by the Employer, that the sum of the
Participant's Defined Contribution Fraction and Defined Benefit
Fraction will not exceed one (1.0) in any Limitation Year. The
Employer will choose in the Adoption Agreements the method by
which the plans will meet this limitation.
(e) In the case of an individual who was a Participant in one or more
defined benefit plans of the Employer as of the first day of the
first Limitation Year beginning after December 31, 1986, the
application of the limitations of this Section 8.1 shall not
cause the maximum Permissible Amount for such individual under
all such defined benefit plans to be less than the individual's
Current Accrued Benefit. The preceding sentence applies only if
such defined benefit plans met the requirements of section 415 of
the Code, for all limitation years beginning before January 1,
1987.
(f) For purposes of this Section 8.1 and Article XVII, the following
definitions shall apply.
(1) "Annual Additions" shall mean the sum of the following
amounts credited to the Participant's account for the
Limitation Year:
(A) Employer contributions;
(B) Employee contributions; and
(C) forfeitures.
Amounts allocated, after March 31, 1984, to an
individual medical account, as defined in section
415(1)(2) of the Code, which is part of a pension or
annuity plan maintained by the Employer, are treated as
Annual Additions to a defined contribution plan. Also,
amounts derived from contributions paid or accrued
after December 31, 1985, in taxable years ending after
such date, which are attributable to post-retirement
medical benefits allocated to the separate account of a
Key Employee, as defined in section 419A(d)(3) of the
Code, under a welfare benefit fund, as defined in
section 419(e) of the Code, maintained by the Employer,
are treated as Annual Additions to a defined
contribution plan. Also, allocations under a
simplified Employee pension are treated as Annual
Additions to a defined contribution plan.
(2) "Annual Benefit" shall mean a retirement benefit payable
under the Plan which is payable annually in the form of a
straight life annuity. Except as provided below, a benefit
payable in a form other than a straight life annuity must be
adjusted to an actuarially equivalent straight life annuity
before applying the limitations of this Section. The
interest rate assumption used to determine actuarial
equivalence will be the greater of the interest rate
specified in Section 1.2 of this Plan or five percent (5%).
The Annual Benefit does not include any benefits
attributable to Employee contributions or rollover
contributions, or the assets transferred from a qualified
plan that was not maintained by the Employer. No actuarial
adjustment to the benefit is required for (a) the value of a
Qualified Joint and Survivor Annuity, (b) the value of
benefits that are not directly related to retirement
benefits (such as the qualified disability benefit,
pre-retirement death benefits and post-retirement medical
benefits) and (c) the value of post-retirement
cost-of-living increases made in accordance with Section
415(d) of the Code and section 1.415-3(c)(2)(iii) of the
Federal Income Tax Regulations.
(3) "Compensation", unless otherwise specified in the Adoption
Agreement, shall mean, in the case of an Employee other than
a Self-Employed Individual, his section 3401(a) wages, which
are actually paid or includable in gross income during the
Limitation Year. In the case of a Self-Employed Individual,
Compensation shall mean his Earned Income.
(4) "Current Accrued Benefit" shall mean a Participant's Accrued
Benefit under the Plan, determined as if the Participant had
separated form service as of the close of the last
Limitation Year beginning before January 1, 1987, when
expressed as an Annual Benefit within the meaning of section
415(b)(2) of the Code. In determining the amount of a
Participant's Current Accrued Benefit, the following shall
be disregarded:
(i) any change in the terms and conditions of the Plan
after May 5, 1986; and
(ii) any cost-of-living adjustments occurring after May 5,
1986.
(5) "Defined Benefit Dollar Limitation" shall mean ninety
thousand dollars ($90,000). Effective on January 1, 1988,
and each January thereafter, the ninety thousand dollar
($90,000) limitation above will be automatically adjusted by
multiplying such limit by the cost-of-living adjustment
factor prescribed by the Secretary of the Treasury under
section 415(d) of the Code in such manner as the Secretary
shall prescribe. The new limitation will apply to
Limitation Years ending within the calendar year of the date
of the adjustment.
(6) "Defined Benefit Fraction" shall mean a fraction, the
numerator of which is the sum of the Participant's Projected
Annual Benefit under all the defined benefit plans (whether
or not terminated) maintained by the Employer, and the
denominator of which is the lesser of one hundred
twenty-five percent (125%) of the dollar limitation
determined for the Limitation Year under sections 415(b) and
(d) of the Code and in accordance with Section 8.1(f)(11)
below or one hundred forty percent (140%) of the Highest
Average Compensation, including adjustments under section
415(b) of the Code.
Notwithstanding the above, if the Participant was a
Participant as of the first day of the first Limitation Year
beginning after December 31, 1986, in one or more defined
benefit plans maintained by the Employer which were in
existence on May 6, 1986, the denominator of this fraction
will not be less than one hundred twenty-five percent (125%)
of the sum of the annual benefits under such plans which the
Participant had accrued as of the close of the last
Limitation Year beginning before January 1, 1987,
disregarding any changes in the terms and conditions of the
plans after May 5, 1986. The preceding sentence applies
only if the defined benefit plans individually and in the
aggregate satisfied the requirements of section 415 of the
Code for all Limitation Years beginning before January 1,
1987.
(7) "Defined Contribution Fraction" shall mean a fraction the
numerator of which is the sum of the Annual Additions to the
Participant's account under all the defined contribution
plans (whether or not terminated) maintained by the Employer
for the current and all prior Limitation years (including
the Annual Additions attributable to the Participant's
nondeductible voluntary contributions to this and all the
defined benefit plans (whether or not terminated) maintained
by the Employer and the Annual Additions attributable to all
welfare benefit funds, as defined in section 419(e) of the
Code or individual medical accounts, as defined in section
415(1)(2) of the Code, or a simplified employee pension, as
defined in section 408(k) of the Code, maintained by the
Employer), and the denominator of which is the sum of the
Maximum Aggregate Amounts for the current and all prior
Limitation Years of Service with the Employer (regardless of
whether a defined contribution plan was maintained by the
Employer).
The Maximum Aggregate Amount in any Limitation Year is the
lesser of one hundred twenty-five percent (125%) of the
dollar limitation determined under Sections 415(b) and (d)
of the Code in effect under section 415(c)(1)(A) of the Code
or thirty-five percent (35%) of the Participant's
Compensation for such year.
If the Employee was a Participant as of the first day of the
first Limitation Year beginning after December 31, 1986, in
one or more defined contribution plans maintained by the
Employer which were in existence on May 6, 1986, the
numerator of this fraction will be adjusted if the sum of
this fraction and the Defined Benefit Fraction would
otherwise exceed one (1.0) times under the terms of this
Plan. Under the adjustment, an amount equal to the product
of (a) the excess of the sum of the fractions over 1.0 times
(b) the denominator of this fraction will be
permanently subtracted from the numerator of this fraction.
The adjustment is calculated using the fractions as they
would be computed as of the end of the last Limitation Year
beginning before January 1, 1987, and disregarding any
changes in the terms and condition of the Plans made after
May 5, 1986, but using the limitation of section 415 of the
Code applicable to the first Limitation Year beginning on or
after January 1, 1987.
The Annual Additions for any Limitation Year beginning
before January 1, 1987 shall not be recomputed to treat
all Employee contributions as Annual Additions.
(8) "Employer" shall mean the Employer that adopts this Plan,
and all members of a controlled group of corporations (as
defined in section 414(b) of the Code, as modified by
section 415(h)), commonly controlled trades or businesses
(as defined ins section 414(c) as modified by section
415(h)), affiliated service groups (as defined in section
414(m)) of which the adopting Employer is a part, or any
other entity required to be aggregated with the adopting
Employer pursuant to regulations under section 414(o).
(9) "Highest Average Compensation" shall mean the average
Compensation for the three (3) consecutive years of Service
with the Employer that produces the highest average. A Year
of Service with the Employer is the twelve (12) consecutive
month period identical to the Plan Year.
(10) "Limitation Year" shall mean the calendar year, unless
another twelve (12) consecutive month period is elected in
the Adoption Agreement. All qualified plans maintained by
the Employer must use the same Limitation Year. If the
Limitation year is changed by amendment, the new Limitation
year must begin on a date within the Limitation Year in
which the amendment is made.
(11) "Maximum Permissible Amount":
(A) Effective as of the first day of the first Plan Year
beginning on or after January 1, 1987, the lesser of
the Defined Benefit Dollar limitation or one hundred
percent (100%) of the Participant's Highest Average
Compensation.
(B) If the Participant has less than ten (10) Years of
Participation (as defined in Section 8.1(f)(13) of the
Plan) with the Employer, the Defined Benefit Dollar
Limitation is reduced by one-tenth (1/10th) for each
Year of Participation (or part thereof) less then ten
(10). If the Participant has less than ten (10) years
of Service with the Employer, the Compensation
limitation is reduced by one-tenth (1/10th) for each
year of Service (or part thereof) less than ten (10).
The adjustments of this paragraph (b) shall be applied
in the denominator of the Defined Benefit Fraction
based upon years of Service. Years of Service shall
include future years occurring before the Participant's
Normal Retirement Age. Such future years shall include
the year which contains the date the Participant
reaches Normal Retirement Age, only if it can be
reasonably anticipated that the Participant will
receive a year of Service for such year.
(C) If the annual benefit of the Participant commences
before the Participant's Social Security Retirement
Age, but on or after age sixty-two (62), the Defined
Benefit Dollar Limitation as reduced above, if
necessary, shall be determined as follows:
(i) If a Participant's Social Security Retirement Age
is sixty-five (65), the dollar limitation for
benefits commencing on or after age sixty-two (62)
is determined by reducing the Defined Benefit
Dollar Limitation by five-ninths of one percent
(.556%) for each month by which benefits commence
before the month in which the Participant attains
age sixty-five (65).
(ii) If a Participant's Social Security Retirement Age
is greater than sixty-five (65), the dollar
limitation for benefits commencing on or after age
sixty-two (62) is determined by reducing the
defined benefit dollar limitation by five-ninths
of one percent (.556%) for each of the first
thirty-six (36) months and five-twelfths of one
percent (.556%) for each of the additional months
(up to twenty-four (24) months) by which benefits
commence before the month of the Participant's
Social Security Retirement Age.
(D) If the annual benefit of a Participant commences prior
to age sixty-two (62), the Defined Benefit Dollar
Limitation shall be the Actuarial Equivalent of an
annual benefit beginning at age sixty-two (62), as
determined above, reduced for each month by which
benefits commence before the month in which the
Participant attains age sixty-two (62). To determine
actuarial equivalence, the interest rate assumption is
the greater of the rate specified in Section 1.12 or
five percent (5%). Any decrease in the Defined Benefit
Dollar Limitation determined in accordance with this
paragraph (d) shall not reflect any mortality decrement
to the extent that benefits will not be forfeited upon
the death of the Participant.
(E) If the annual benefit of a Participant commences after
the Participant's Social Security Retirement Age, the
Defined Benefit Dollar Limitation as reduced in
paragraph (b) above, if necessary, shall be adjusted so
that it is the Actuarial Equivalent of an annual
benefit of such dollar limitation beginning at the
Participant's Social Security Retirement Age. To
determine actuarial equivalence, the interest rate
assumption used is the lesser of the rate specified in
Section 1.2 or five percent (5%).
(12) "Projected Annual Benefit" shall mean the Annual Benefit as
defined in subsection (2) above, to which the Participant
would be entitled under the terms of the Plan assuming:
(A) the Participant will continue employment until the
Normal Retirement Date under the Plan (or current
date,if later) and
(B) the Participant's Compensation for the current
Limitation Year and all other relevant factors used to
determine benefits under the Plan will remain constant
for all future Limitation Years.
(13) "Year of Participation" shall mean a year of Participation
(as defined in Article I) (computed to fractional parts of a
year). A Participant who is permanently and totally
disabled within the meaning of section 415(c)(3)(C)(i) of
the Code for an accrual computation period shall receive a
Year of Participation with respect to that period. In
addition, for a Participant to receive a Year of
Participation (or part thereof) for a Plan Year, the Plan
must be established no later than the last day of such
accrual computation period. In no event will more than one
Year of Participation be credited for any twelve (12) month
period.
8.2 Limitations Applicable to Twenty-Five (25) Highest Paid Employees
(a) Prior to the date the pre-termination restrictions in section 8.3
of the Plan are effective, Employer contributions on behalf of
any of the twenty-five (25) highest paid Employees at the time
the Plan is established and whose anticipated annual benefit
exceeds fifteen hundred dollars ($1,500) will be restricted as
provided in paragraph (b) upon the occurrence of the following
conditions:
(1) The Plan is terminated within ten (10) years after its
establishment, or
(2) The benefits of such highest paid Employee become payable
within ten (10) years after the establishment of the Plan.
If (2) above is applicable, the restrictions shall remain in
effect until the expiration of the ten (10) year period or,
if later, the date on which the Full Current Costs have been
funded for the first time.
(b) Employer contributions (or funds attributable thereto) which may
be used for the benefit of an Employee described in paragraph (a)
shall not exceed the greater of twenty thousand dollars
($20,000), or twenty percent (20%) of the first fifty thousand
dollars ($50,000) of the Employee's Annual Compensation
multiplied by the number of years between the date of
establishment of the Plan and:
(1) If (a)(1) applies, the date of termination of the Plan, or
(2) If (a)(2) applies, the date the benefits become payable.
(c) If the Plan is amended so as to increase the benefit actually
payable in the event of the subsequent termination of the Plan,
or the subsequent discontinuance of contributions thereunder,
then the provisions of the above paragraphs shall be applied to
the Plan as so changed as if it were a new plan established on
the date of the change. The original group of twenty-five (25)
Employees (as described in (a) above will continue to have the
limitation in (b) apply as if the Plan had not been changed. The
restrictions relating to the change of Plan should apply to
benefits or funds for each of the twenty-five (25) highest paid
Employees on the effective date of the change except that such
restrictions need not apply with respect to any Employee in this
group from whom the normal annual pension or annuity provided by
Employer contributions prior to that date or during the ensuing
ten (10) years, based on his rate of Annual Compensation on that
date, could not exceed fifteen hundred dollars ($1,500).
The Employer contributions which may be used for the benefit of
the new group of twenty-five (25) Employees will be limited to
the greater of:
(1) The Employer contributions (or funds attributable thereto)
which would have been applied to provide the benefits for
the Employee if the previous plan had been continued without
change;
(2) Twenty thousand dollars ($20,000); or
(3) The sum of (A) the Employer contributions (or funds
attributable thereto) which would have been applied to
provide benefits for the Employee under the previous plan if
it had been terminated the day before the effective date of
the change and (B) an amount computed by multiplying the
number of years for which the current costs of the Plan
after that date are met by (i) twenty percent (20%) or his
Annual Compensation, or (ii) ten thousand dollars ($10,000),
whichever is smaller.
(d) Notwithstanding the above limitations, the following limitation
will apply if they would result in a greater amount of Employer
contributions to be used for the benefit of the restricted
Employee:
(1) In the case of a substantial owner (as defined in section
4022(b)(5) of the Act), a dollar amount which equals the
present value of the benefit guaranteed for such Employee
under section 4022 of the Act, or if the Plan has not
terminated, the present value of the benefit that would be
guaranteed if the Plan terminated on the date the benefit
commences, determined in accordance with regulation of the
PBGC; and
(2) In the case of other restricted Employees, a dollar amount
which equals the present value of the maximum benefit
described in section 4022(b)(3)(B) of the Act (determined on
the earlier of the date the Plan terminates or the date
benefits commence and determined in accordance with
regulations of the PBGC) without regard to any other
limitations in section 4022 of the Act.
(e) The provisions of this Section 8.2 shall not restrict the full
payment of the Standard Form of Retirement Income payable under
the Plan or the full payment of an optional form of retirement
benefit in an amount not in excess of the Standard Form of
Retirement Income while the Plan is in effect and (1) its Full
Current Costs are met or (2) the aggregate of all payments in
excess of the restricted amounts payable to all Participants who
are among the affected twenty-five (25) highest paid Employees
does not exceed the aggregate of all Employer contributions
already made to the Plan in the current Plan Year.
(f) The provisions of this Section 8.2 shall not restrict the payment
of a lump sum distribution if the Participant enters into an
agreement to repay any amount which may be required to be repaid
under this Section 8.2 upon a plan termination or failure to meet
Full Current Costs within ten (10) years of its establishment or
amendment increasing benefits, as applicable, and the Participant
deposits with an acceptable depository property having a fair
market value equal to one hundred twenty-five percent (125%) of
the amount which would be repayable had the Plan terminated on
the date of the lump sum distribution. If the market value of
the property held by the depository falls below one hundred ten
percent (110%) of the amount which would be repayable if the Plan
were then to terminate, additional property necessary to bring
the value of the property held by the depository up to one
hundred twenty-five percent (125%) of such amount will be
deposited.
(g) If this Plan terminates at a time when the value of Plan assets
is not less than the present value of all Accrued Benefits
(whether or not nonforfeitable) distributions of assets to each
Participant equal to the present value of the Participant's
Accrued Benefit will not be discriminatory if the formula for
computing benefits as of the date of termination is not
discriminatory. All present values and the value of Plan assets
will be computed using assumptions satisfying section 4044 of the
Act.
(h) For purposes of this Section 8.2:
(1) "Full current costs" of the Plan means the normal cost of
the Plan, as defined in IRS Regulations Section 1.404(a)-6
for all years since the effective date of the Plan, plus
interest on any unfunded liability during such period.
(2) "Annual Compensation" means an Employee's average regular
annual Compensation, or such average Compensation over the
last five (5) years, or such Employee's last annual
Compensation if such Compensation is reasonably similar to
his average regular annual Compensation for the five (5)
preceding years.
8.3 Additional Restrictions
For Plan Years beginning on or after the date set forth in the
Adoption Agreement, benefits distributed to any of the 25 most highly
compensated active and highly compensated former Employees with the
greatest Compensation in the current or any prior year are restricted
such that the annual payments are no greater than an amount equal to
the payment that would be made on behalf of the Employee under a
straight life annuity that is the Actuarial Equivalent of the sum of
the Employee's Accrued Benefit, the Employee's other benefits under
the Plan (other than a social security supplement, within the meaning
of section 1.411(a)-7(c)(4)(ii) of the Income Tax Regulations), and
the amount the Employee is entitled to receive under a social security
supplement.
The preceding paragraph shall not apply if: (1) after payment of the
benefit to an Employee described in the preceding paragraph, the value
of Plan assets equals or exceeds 110% of the value of current
liabilities, as defined in section 412(1)(7) of the Code, (2) the
value of the benefits for an Employee described above is less than 1%
of the value of current liabilities before distribution, or (3) the
value of the benefits payable under the Plan to an Employee described
above does not exceed $3,500.
For purposes of this section, "benefit" includes loans in excess of
the amount set forth in section 72(p)(2)(A) of the Code, any periodic
income, any withdrawal values payable to a living Employee, and any
death benefits not provided for by insurance on the Employee's life.
The pre-termination restrictions in section 8.3 of the Plan will be
effective as elected in the Adoption Agreement (no later than the
first day of the 1994 Plan Year).
An Employee's otherwise restricted benefit may be distributed in full
to the affected Employee if prior to receipt of the restricted amount,
the Employee enters into a written agreement with the Plan
Administrator to secure repayment to the Plan of the restricted
amount. The restricted amount is the excess of the amounts
distributed to the Employee (accumulated with reasonable interest)
over the amounts that could have been distributed to the Employee as a
straight life annuity (accumulated with reasonable interest). The
Employee may secure repayment of the restricted amount upon
distribution by: (1) entering into an agreement for promptly
depositing in escrow with an acceptance depository property having a
fair market value equal to at least 125 percent of the restricted
amount, (2) providing a bank letter of credit in amount equal to at
least 100 percent of the restricted amount, or (3) posting a bond
equal to at least 100 percent of the restricted amount. If the
Employee elects to post bond, the bond will be furnished by an
insurance company, bonding company or other surety for federal bonds.
The escrow arrangement may provide that an Employee may withdraw
amounts in excess of 125 percent of the restricted amount. If the
market value of the property in an escrow account falls below 110
percent of the remaining restricted amount, the Employee must deposit
additional property to bring the value of the property held by the
depository up to 125 percent of the restricted amount. The escrow
arrangement may provide that an Employee may have the right to receive
any income from the property placed in escrow subject to the
Employee's obligation to deposit additional property, as set forth in
the preceding sentence.
A surety or bank may release any liability on a bond or letter of
credit in excess of 100 percent of the restricted amount.
If the Plan Administrator certifies to the depository, surety or bank
that the Employee (or the Employee's estate) is no longer obligated to
repay any restricted amount, a depository may redeliver to the
Employee any property held under an escrow agreement, and a surety or
bank may release any liability on an Employee's bond or letter of
credit.
ARTICLE IX.
PAYMENT OF BENEFITS
9.1 Commencement of Benefits
The following provisions shall be applicable for determining when the
distribution of benefits shall be made:
(a) If the Actuarial Value of a Participant's vested Accrued Benefit
exceeds (or at the time of any prior distribution exceeded)
$3,500, the Participant must consent to any distribution of such
Accrued Benefit prior to the date the Participant has attained
the later of Normal Retirement Age or age sixty-two (62). The
consent of the Participant's spouse shall also be required if
such distribution is made in any form other than a Qualified
Joint and Survivor Annuity. The consent of the Participant and,
if applicable, the Participant's spouse to any such distribution
shall be obtained in writing within the ninety (90) day period
ending on the Annuity Starting Date. The Committee shall provide
the Participant with a written explanation of the material
features and relative values of he optional forms of benefit
available under the Plan. Such notice shall also notify the
Participant of the right to defer distribution until Normal
Retirement Age (or age sixty-two (62), if later), and shall be
provided during the period beginning ninety (90) days before and
ending thirty (30) days before the Annuity Starting Date.
Notwithstanding the foregoing, only the Participant need consent
to the commencement of a distribution in the form of a Qualified
Joint and Survivor Annuity while the Accrued Benefit is
immediately distributable. Neither the consent of the
Participant nor the Participant's spouse shall be required to the
extent that a distribution is required to satisfy section
401(a)(9) or section 415 of the Code.
An Accrued Benefit is immediately distributable if any part of
the Accrued Benefit could be distributed to the Participant (or
surviving spouse) before the Participant attains (or would have
attained if not deceased) the later of Normal Retirement Age or
age 62.
For purposes of determining the applicability of the foregoing
consent requirements to distributions made before the first day
of the first Plan Year beginning after December 31, 1988, the
Participant's vested Accrued Benefit shall not include amounts
attributable to accumulated deductible Employee contributions
within the meaning of section 72(o)(5)(B) of the Code.
(b) Unless the Participant elects otherwise, in the event of the
retirement or termination of employment of a Participant, the
Committee shall determine the exact date on which payment of
benefits shall commence, but such date shall be no later than the
sixtieth (60th) day after the close of the Plan Year in which the
latest of the following events occurs:
(1) the Participant reaches his Normal Retirement Age (or
age sixty-five (65), if earlier),
(2) the tenth (10th) anniversary of the year in which the
Participant commenced participation in the Plan, or
(3) the Participant terminates employment with the
Employer.
The failure of a Participant or surviving spouse to consent to a
distribution shall be deemed to be an election to defer
commencement of benefit distributions sufficient to satisfy this
Section.
Neither the consent of the Participant nor the Participant's
spouse shall be required to the extent a distribution is
necessary to satisfy section 401(a)(9) or section 415 of the
Code.
If, however, such Participant's termination occurred after he had
satisfied the Service requirements, if any, for an Early
Retirement Benefit, he may elect to have such benefit commence on
a date prior to his Normal Retirement Date, provided an
application is filed with the Committee at least sixty (60) days
prior to the earlier commencement date.
Employer-derived benefits shall be paid only in the event of
death, disability, termination of employment or retirement.
9.2 Automatic Annuity Requirements
(a) Applicability of Automatic Annuity Requirements.
The provisions of this Section shall take precedence over any
conflicting provision in this Plan and shall apply to any Participant
who is credited with at least one (1) Hour of Service with the
Employer on or after August 23, 1984, and such other Participants as
provided in Section 9.3.
Qualified Joint and Survivor Annuity. Unless an optional form of
benefit is selected pursuant to a Qualified Election within the ninety
(90) day period ending on the Annuity Starting Date, a married
Participant's Vested Accrued Benefit shall be paid in the form of a
Qualified Joint and Survivor Annuity and an unmarried Participant's
Vested Accrued Benefit shall be paid in the form of a single life
annuity. The Participant may elect to have such annuity distributed
upon attainment of the Earliest Retirement Age.
Qualified Pre-retirement Survivor Annuity. Unless an optional form of
benefit is selected within the election Period pursuant to a Qualified
Election, if a Participant dies after the Earliest Retirement Age, the
Participant's Surviving Spouse (if any) shall receive the same benefit
that would be payable if the Participant had retired with an immediate
Qualified Joint and Survivor Annuity on the day before the
Participant's date of death.
Unless an optional form of benefit is selected within the Election
Period pursuant to a Qualified Election, if a Participant dies on or
before the Earliest Retirement Age, the Participant's Surviving Spouse
(if any) shall receive the same benefit that would be payable if the
Participant had:
(i) separated form service on the date of death (or date of
separation from service, if earlier),
(ii) survived to the Earliest Retirement Age,
(iii)retired with an immediate Qualified Joint and Survivor
Annuity at the Earliest Retirement Age, and
(iv) died on the day after the Earliest Retirement Age.
Notwithstanding the above, a Surviving Spouse shall begin to receive
payments at the Earliest Retirement Age, unless such Surviving Spouse
elects a later date. The Actuarial Value of benefits which commence
later than the date on which payments would have been made to the
surviving spouse under a Qualified Joint and Survivor Annuity in
accordance with this provision shall be adjusted to reflect the
delayed payment.
Subject to the provisions of Section 9.1(a), a surviving spouse will
begin to receive payments at the Earliest Retirement Age. Benefits
commencing after the Earliest Retirement Age will be the Actuarial
Equivalent of the Benefit to which the surviving spouse would have
been entitled if benefits had commenced at the Earliest Retirement Age
under an immediate Qualified Joint and Survivor Annuity.
The benefit payable to the Surviving Spouse shall be attributable to
Employee contributions in the same proportion as the Accrued Benefit
derived from Employee contributions is to the total Accrued Benefit of
the Participant.
Definitions. For purposes of this Section 9.2, the following words
shall have the following meanings:
(i) "Earliest Retirement Age" shall mean the earliest date on which,
under the Plan, the Participant could elect to receive
retirement benefits.
(ii) "Election Period" shall mean the period which begins on the first
day of the Plan Year in which the Participant attains age
thirty-five (35) and ends on the date of the Participant's death.
If a Participant separates from service prior to the first day of
the Plan Year in which age thirty-five (35) is attained, with
respect to benefits accrued prior to separation, the Election
Period shall begin on the date of separation.
A Participant who will not yet attain age thirty-five (35) as of
the end of any current Plan Year may make a special Qualified
Election to waive the Qualified Pre-retirement Survivor Annuity
for the period beginning on the date of such election and ending
on the first day of the Plan Year in which the Participant will
attain age thirty-five (35). Such election shall not be valid
unless the Participant receives a written explanation of the
Qualified Pre-retirement Survivor Annuity in such terms as are
comparable to the explanation required under Section 9.2(b).
Qualified Pre-retirement Survivor Annuity coverage will be
automatically reinstated as of the first day of the Plan Year in
which the Participant attains age thirty-five (35). Any new
waiver on or after such date shall be subject to the full
requirements of this Section 9.2.
(iii)"Qualified Election" shall mean a Participant's waiver of a
Qualified Joint and Survivor annuity or a Qualified
Pre-retirement Survivor Annuity. Any such waiver must be
consented to in writing by the Participant's Spouse. The
Spouse's consent must: designate a specific alternate Beneficiary
(including any class of Beneficiaries or any contingent
Beneficiaries, which may not be changed without spousal consent)
or expressly permit designations by the Participant without any
further spousal consent; acknowledge the effect of the election;
and be witnessed by a member of the Committee or a Notary Public.
Additionally, a Participant's waiver of the Qualified Joint and
Survivor Annuity shall not be effective unless the election
designates a form of benefit payment which may not be changed
without spousal consent (or the Spouse expressly permits
designations by the Participant without any further spousal
consent). Notwithstanding this consent requirement, if the
Participant establishes to the satisfaction of a member of the
Committee that there is no Spouse or the Spouse cannot be
located, a waiver will be deemed a Qualified Election. Any
spousal consent (of deemed spousal consent) obtained under this
provision will be valid only with respect to such Spouse. A
consent that permits designations by the Participant without
further consent by such Spouse must acknowledge that the Spouse
has the right to limit consent to a specific Beneficiary and,
where applicable, a specific form of benefit, and that the Spouse
voluntarily elects to relinquish either or both of such rights.
A revocation of a prior consent may be made by a Participant
without the consent of the Spouse at any time before the
commencement of benefits. The number of revocations shall not be
limited. No consent obtained under this provision shall be valid
unless the Participant has received notice as provided in
paragraph (b) below.
(iv) "Spouse (Surviving Spouse)" shall mean the Spouse or Surviving
Spouse of the Participant, provided that a former spouse will be
treated as the Spouse or Surviving Spouse to the extent provided
under a qualified domestic relations order as described in
section 414(p) of the Code.
(v) "Vested Accrued Benefit" shall mean the value of the
Participant's vested Accrued Benefit derived from Employer and
Employee contributions (including rollovers). The provisions of
this Section shall apply to a Participant who is vested in
amounts attributable to Employer contributions, Employee
contributions (or both) at the time of death or distribution.
(b) Notice Requirements.
Qualified Joint and Survivor Annuity. In the case of a Qualified
Joint and Survivor Annuity as described above the Committee shall
provide each Participant a written explanation of: (i) the terms and
conditions of a Qualified Joint and Survivor Annuity; (ii) the
Participant's right to make and the effect of an election to waive the
Qualified Joint and Survivor Annuity form of benefit; (iii) the rights
of a Participant's Spouse; (iv) the right to make, and the effect of,
a revocation of a previous election to waive the Qualified Joint and
Survivor Annuity; and (v) the relative values of the various optional
forms of benefit under the Plan.
Qualified Pre-retirement Survivor Annuity. In the case of a Qualified
Pre-retirement Survivor Annuity as described above, the Committee
shall provide each Participant with a written explanation of the
Qualified Pre-retirement Survivor Annuity in such terms and in such
manner as would be comparable to the explanation provided for meeting
the requirement applicable to explaining a Qualified Joint and
Survivor Annuity within whichever of the following periods ends last:
(i) The period beginning on the first day of the Plan Year in which
the Participant attains age thirty-two (32) and ending with the
close of the Plan Year preceding the Plan Year in which the
Participant attains age thirty-five (35).
(ii) A reasonable period ending after a Participant enters the Plan.
(iii)A reasonable period after this Section 9.2 first applies to a
Participant.
(iv) A reasonable period ending after the Plan ceases to "fully
subsidize" the cost of the Qualified Pre-retirement Survivor
Annuity.
For purposes of applying the preceding paragraph, a reasonable period
ending after the enumerated events described in (ii), (iii) and (iv)
is the end of the two (2) year period beginning one year prior to the
date the applicable event occurs, and ending one year after that date.
Notwithstanding the foregoing, notice must be provided within a
reasonable period ending after termination of employment in the case
of a Participant who terminates employment before attaining age 35.
Such notice shall be provided within the two (2) year period beginning
one year prior to termination and ending one year after termination.
If such a Participant thereafter returns to employment with the
Employer, the applicable period for such Participant shall be
redetermined.
Notwithstanding the above, the respective notices prescribed herein
need not be given to a Participant if this Plan "fully subsidizes" the
costs of a Qualified Joint and Survivor Annuity or Qualified
Pre-retirement Survivor Annuity and the Participant cannot elect
another form of benefit or designate a non-spouse Beneficiary. For
purposes of the foregoing, a Plan fully subsidizes the costs of a
benefit if under the Plan no increase in cost or decrease in benefits
to the Participant may result from the Participant's failure to elect
another benefit. Prior to the time the Plan allows the Participant to
waive the Qualified Pre-retirement Survivor Annuity, the Plan may not
charge the Participant for the cost of such benefit by reducing the
Participant's benefits under the Plan or by any other method.
9.3 Transitional Rules Applicable to Joint and Survivor Annuities
(a) Any living Participant not receiving benefits on August 23, 1984,
who would otherwise not receive the benefits prescribed by
Section 9.2 must be given the opportunity to elect to have
section 9.2 apply if such Participant is credited with at least
one (1) Hour of Service under this Plan or a predecessor Plan in
a Plan Year beginning on or after January 1, 1976, and such
Participant had at least ten (10) years of Service when he or she
terminated employment.
(b) Any living Participant not receiving benefits on August 23, 1984
who was credited with at least one (1) Hour of Service under this
Plan or a predecessor Plan on or after September 2, 1974, and who
is not otherwise credited with any Service in a Plan Year
beginning on or after January 1, 1976, must be given the
opportunity to have his or her benefits paid in the manner set
forth in paragraph (d) below.
(c) The respective opportunities to elect (as described in paragraphs
(a) and (b) above) must be afforded to the appropriate
Participants during the period commencing on August 23, 1984, and
ending on the date benefits would otherwise commence to said
Participants.
(d) Any Participant who has elected pursuant to paragraph (b) above
and any Participant who does not elect under paragraph (a) above
or who meets the requirements of paragraph (a) except that such
Participant does not have at least ten (10) years of Service when
he or she terminates employment shall have his or her benefits
distributed in accordance with all of the following requirements
if benefits would have been payable in the form of a life
annuity.
(1) Qualified Joint and Survivor Annuity. If benefits in the
form of a life annuity become payable to a married
Participant who:
(i) Begins to receive payments under the Plan on or
after Normal Retirement Age; or
(ii) Dies on or after Normal Retirement Age while still
working for the Employer; or
(iii)Begins to receive payments on or after the
Qualified Early Retirement Age; or
(iv) Separates from service on or after attaining
Normal Retirement Age (or the Qualified Early
Retirement Age) and after satisfying the
eligibility requirements for the payment of
benefits under the Plan and thereafter dies before
beginning to receive such benefits; then such
benefits will be received under this Plan in the
form of a Qualified Joint and Survivor Annuity,
unless the Participant has elected otherwise
during the election period which shall begin at
least six (6) months before the Participant
attains Qualified Early Retirement Age and end not
more than ninety (90) days before the commencement
of benefits. Any election hereunder will be in
writing and may be changed by the Participant,
with the consent of his or her spouse, at any item
during the election period.
(2) Election of Early Survivor Annuity. A Participant who is
employed after attaining the Qualified Early Retirement Age
will be given the opportunity to elect, during the election
period, to have a survivor annuity payable on death. If the
Participant elects the survivor annuity, payments under such
annuity must not be less than the payments which would have
been made to the spouse under Qualified Joint and Survivor
Annuity if the Participant had retired on the day before his
or her death. Any election under this provision will be in
writing and may be changed by the Participant, with the
consent of his or her spouse, at any time. The election
period begins on the later of (1) the ninetieth (90th) day
before the Participant attains the Qualified Early
Retirement Age, or (2) the date on which Participation
begins, and ends on the date the Participant terminates
employment.
(3) Definitions. For purposes of this Section 9.3(d):
(i) "Qualified Joint and Survivor Annuity" shall mean
an annuity for the life of the Participant with a
survivor annuity for the life of his Spouse as
described in Section 9.2.
(ii) Qualified Early Retirement Age shall mean the
latest of:
(A) the earliest date, under the Plan, on which
the Participant may elect to receive
retirement benefits,
(B) the first day of the one hundred twentieth
(120th) month beginning before the
Participant reaches Normal Retirement Age, or
(C) the date the Participant begins
participation.
9.4 Other Forms and Methods of Payment of Benefits
The Standard Form of Retirement Income shall be the applicable form of
Automatic Annuity under Section 9.2. In lieu of the Automatic
Annuity, a Participant or Beneficiary may elect any one of the
optional forms of distribution set forth below or specified in the
Adoption Agreement, subject to the provisions of Section 9.5. Each
optional form of distribution shall be the Actuarial Equivalent of the
Participant's Standard Form of Retirement income. Any such election
by a Participant must be accompanied by the written consent of his
spouse (consistent with the requirements for a Qualified Election
under Section 9.2).
The available form of distribution shall be:
(i) a lump sum distribution.
(ii) a joint and 100% survivor annuity.
(iii)a single life annuity.
(iv) a single life annuity contract, with 10 years guaranteed.
(v) installments payable monthly, quarterly, semi-annually or
annually.
At the Committee's discretion, any benefits payable under the Plan may
be paid directly from the Trust Fund in cash, or through the purchase
of an annuity contract from an insurance company selected by the
Committee.
9.5 Required Payment of Benefits
(a) Subject to Section 9.2, Automatic Annuity Requirements, the
requirements of this Section shall apply to any distribution of a
Participant's interest and will take precedence over any
inconsistent provisions of this Plan. Unless otherwise
specified, the provisions of this Section apply to calendar years
beginning after December 31, 1984.
All distributions required under this Section shall be determined
and made in accordance with the Proposed Income Tax Regulations
under section 401(a)(9) of the Code, including the minimum
distribution incidental benefit requirement of section
1.401(a)(9)-2 of the Proposed Income Tax Regulations.
(b) Required Beginning Date. The entire interest of a Participant
must be distributed or begin to be distributed no later than the
Participant's required beginning date.
(c) Limits on Distribution Periods. As of the first distribution
calendar year, distributions, if not made in a single-sum, may
only be made over one of the following periods (or a combination
thereof):
(i) the life of the Participant,
(ii) the life of the Participant and a designated Beneficiary,
(iii)a period certain not extending beyond the life expectancy of
the Participant, or
(iv) a period certain not extending beyond the joint and last
survivor expectancy of the Participant and a designated
Beneficiary.
Any annuity contract purchased and distributed to a Participant or his
Beneficiary shall comply with the requirements of this Plan, and shall
be made and endorsed as nontransferable.
(d) Determination of amount to be distributed each year.
(i) If the Participant's interest is to be paid in the form of
annuity distributions under the Plan, payments under the
annuity shall satisfy the following requirements:
(A) the annuity distributions must be paid in periodic
payments made at intervals not longer than one year;
(B) the distribution period must be over a life (or lives)
or over a period certain not longer than a life
expectancy (or joint life and survivor expectancy)
described in section 401(a)(9)(A)(ii) or section
401(a)(9)(B)(iii) of the Code, whichever is applicable;
(C) the life expectancy (or joint life and last survivor
expectancy) for purposes of determining the period
certain shall be determined without recalculation of
life expectancy;
(D) once payments have begun over a period certain, the
period certain may not be lengthened even if the period
certain is shorter than the maximum permitted;
(E) payments must either be nonincreasing or increase only
as follows:
(1) with any percentage increase in a specified and
generally recognized cost-of-living index;
(2) to the extent of the reduction to the amount of
the Participant's payments to provide for survivor
benefit upon death, but only if the Beneficiary
whose life was being used to determine the
distribution period described in subparagraph (C)
above dies and the payments continue otherwise in
accordance with that subparagraph over the life of
the Participant;
(3) to provide cash refunds of Employee contributions
upon the Participant's death; or
(4) because of an increase in benefits under the Plan.
(F) If the annuity is a life annuity (or a life annuity
with a period certain not exceeding 20 years), the
amount which must be distributed on or before the
Participant's required beginning date (or, in the case
of distributions after the death of the Participant,
the date distributions are required to begin pursuant
to paragraph (e) below) shall be the payment which is
required for one payment interval. The second payment
need not be made until the end of the next payment
interval even if that payment interval ends in the next
calendar year. Payment intervals are the periods for
which payments are received, e.g., bimonthly, monthly,
semi-annually, or annually.
If the annuity is a period certain annuity without a
life contingency (or is a life annuity with a period
certain exceeding 20 years) periodic payments for each
distribution calendar year shall be combined and
treated as an annual amount. The amount which must be
distributed by the Participant's required beginning
date (or, in the case of distributions after the death
of the Participant, the date distributions are required
to begin pursuant to paragraph (e) below) is the annual
amount for the first distribution calendar year. The
annual amount for other distribution calendar years,
including the annual amount for the calendar year in
which the Participant's required beginning date (or the
date distributions are required to begin pursuant to
paragraph (e) below) occurs, must be distributed on or
before December 31 of the calendar year for which the
distribution is required.
(ii) Annuities purchased after December 31, 1988, are subject to
the following additional conditions:
(A) Unless the Participant's spouse is the
designatedBeneficiary, if the Participant's interest is
being distributed in the form of a period certain
annuity without a life contingency, the period certain
as of the beginning of the first distribution calendar
year may not exceed the applicable period determined
using the table set forth in Q&A A-5 of section
1.401(a)(9)-2 of the Proposed Income Tax Regulations.
(B) If the Participant's interest is being distributed in
the form of a joint and survivor annuity for the joint
lives of the Participant and a nonspouse Beneficiary,
annuity payments to be made on or after the
Participant's required beginning date to the designated
Beneficiary after the Participant's death must not at
any time exceed the applicable percentage of the
annuity payment for such period that would have been
payable to the Participant using the table set forth in
Q&A A-6 of section 1.401(a)(9)-2 of the Proposed Income
Tax Regulations.
(iii)Transitional rule. If payments under an annuity which
complies with paragraph (d)(i) above begin prior to January
1, 1989, the minimum distribution requirements in effect as
of July 27, 1987, shall apply to distributions from this
Plan, regardless of whether the annuity form of payment is
irrevocable. This transitional rule also applies to
deferred annuity contracts distributed to or owned by the
Employee prior to January 1, 1989, unless additional
contributions are made under the Plan by the Employer with
respect to such contract.
(iv) If the form of distribution is an annuity made in accordance
with this paragraph (d), any additional benefits accruing to
the Participant after his or her required beginning date
shall be distributed as a separate and identifiable
component of the annuity beginning with the first payment
interval ending in the calendar year immediately following
the calendar year in which such amount accrues.
(v) Any part of the Participant's interest which is in the form
of an individual account shall be distributed in a manner
satisfying the requirements of section 401(a)(9) of the Code
and regulations thereunder.
(e) Death Distribution Provisions.
(i) Distribution beginning before death. If the Participant
dies after distribution of his or her interest has begun,
the remaining portion of such interest will continue to be
distributed at least as rapidly as under the method of
distribution being used prior to the Participant's death.
(ii) Distribution beginning after death. If the Participant dies
before distribution of his or her interest begins,
distribution of the Participant's entire interest shall be
completed by December 31 of the calendar year containing the
fifth anniversary of the Participant's death except to the
extent that an election is made to receive distributions in
accordance with (A) or (B) below:
(A) if any portion of the Participant's interest is payable
to a designated Beneficiary, distributions may be made
over the life of over a period certain not greater than
the life expectancy of the designated Beneficiary
commencing on or before December 31 of the calendar
year immediately following the calendar year in which
the Participant died;
(B) if the designated Beneficiary is the Participant's
surviving spouse, the date distributions are required
to begin in accordance with (A) above shall not be
earlier than the later of (1) December 31 of the
calendar year immediately following the calendar year
in which the Participant died and (2) December 31 of
the calendar year in which the Participant would have
attained age seventy and one-half (70-1/2).
If the Participant has not made an election pursuant to this
paragraph (e)(ii) by the time of his or her death, the
Participant's designated Beneficiary must elect the method
of distribution no later than the earlier of (1) December 31
of the calendar year in which distributions would be
required to begin under this section, or (2) December 31 of
the calendar year which contains the fifth anniversary of
the date of death of the Participant. If the Participant
has no designated Beneficiary, or if the designated
Beneficiary does not elect a method of distribution,
distribution of the Participant's entire interest must be
completed by December 31 of the calendar year containing the
fifth anniversary of the Participant's death.
(iii)For purposes of paragraph (e)(ii) above, if the surviving
spouse dies after the Participant, but before payments to
such spouse begin, the provisions of paragraph (e)(ii), with
the exception of paragraph (B) therein, shall be applied as
if the surviving spouse were the Participant.
(iv) For purposes of this paragraph (e), any amount paid to a
child of the Participant will be treated as if it had been
paid to the surviving spouse if the amount becomes payable
to the surviving spouse when the child reaches the age of
majority.
(v) For the purposes of this paragraph (e), distribution of a
Participant's interest is considered to begin on the
Participant's required beginning date (or, if paragraph
(e)(iii) above is applicable, the date distribution is
required to begin to the surviving spouse pursuant to
paragraph (e)(ii) above). If distribution in the form of an
annuity described in paragraph (d) above irrevocably
commences to the Participant before the required beginning
date, the date distribution is considered to begin is the
date distribution actually commences.
(f) Definitions.
(i) Designated Beneficiary. The individual who is designated as
the beneficiary under the Plan in accordance with section
401(a)(9) of the Code and the regulations thereunder.
(ii) Distribution calendar year. A calendar year for which a
minimum distribution is required. For distributions
beginning before the Participant's death, the first
distribution calendar year is the calendar year which
contains the Participant's required beginning date. For
distribution beginning after the Participant's death, the
first distribution calendar year is the calendar year in
which distributions are required to begin pursuant to
paragraph (e) above.
(iii)Life expectancy. The life expectancy (or joint and last
survivor expectancy) calculated using the attained age of
the Participant (or designated Beneficiary) as of the
Participant's (or designated Beneficiary's) birthday in the
applicable calendar year. The applicable calendar year
shall be the first distribution calendar year. If annuity
payments commence before the required beginning date, the
applicable calendar year is the year such payments commence.
Life expectancy and joint and last survivor expectancy are
computed by use of the expected return multiples in Tables V
and VI of section 1.72-9 of the Income Tax Regulations.
(g) Required beginning date.
(i) General rule. The required beginning date of a Participant
is the first day of April of the calendar year following the
calendar year in which the Participant attains age seventy
and one-half (70-1/2).
(ii) Transitional rule. The required beginning date of a
Participant who attains age seventy and one-half (70-1/2)
before January 1, 1988, shall be determined in accordance
with (A) or (B) below:
(B) Five Percent Owners. The required beginning date of a
Participant who is a five percent (5%) owner during any
year beginning after December 31, 1979, is the first
day of April following the later of:
(1) the calendar year in which the Participant attains
age seventy and one-half (70-1/2), or
(2) the earlier of the calendar year with or within
which ends the Plan Year in which the Participant
becomes a five percent (5%) owner, or the calendar
year in which the Participant retires. The
required beginning date of a Participant who is
not a five percent (5%) owner who attains age
seventy and one-half (70-1/2) during 1988 and who
has not retired as of January 1, 1989, is April 1,
1990.
(iii)Five percent (5%) owner. A Participant is treated as a five
percent (5%) owner for purposes of this Section if such
Participant is a five percent (5%) owner as defined in
section 416(i) of the Code (determined in accordance with
section 416 but without regard to whether the Plan is
Top-Heavy) at any time during the Plan Year ending with or
within the calendar year in which such owner attains age
sixty-six and one-half (66-1/2) or any subsequent Plan Year.
(iv) Once distributions have begun to a five percent (5%) owner
under this Section, they must continue to be distributed,
even if the Participant ceases to be a five percent (5%)
owner in a subsequent year.
Transitional Rule. Notwithstanding the above requirements and
subject to the requirement of Section 9.2, distribution on behalf
of any Employee, including a five percent (5%) owner, may be made
in accordance with all of the following requirements (regardless
of when such distribution commences):
(a) The distribution by the Plan is one which would not have
disqualified such Plan under section 401(a)(9) of the Code
as in effect prior to amendment by the Deficit Reduction Act
of 1984.
(b) The distribution is in accordance with a method of
distribution designated by the Employee whose interest in
the trust is being distributed or, if the Employee is
deceased, by a Beneficiary of such Employee;
(c) Such designation was in writing, was signed by the Employee
or Beneficiary, and was made before January 1, 1984;
(d) The Employee had accrued a benefit under the Plan as of
December 31, 1983; and
(e) The method of distribution designated by the Employee or the
Beneficiary specifies the form of the distribution, the time
at which distribution will commence, the period over which
distributions will be made and in the case of any
distribution upon the Employee's death, the Beneficiaries of
the Employee listed in order of priority. Unless paid to a
Surviving Spouse under a Qualified Joint and Survivor
Annuity, the method of distribution selected must assure
that at least fifty percent (50%) of the present value of
the amount available for distribution is paid within the
life expectancy of the Participant.
A distribution upon death will not be covered by this transition
rule unless the information in the designation contains the
required information described above with respect to the
distributions to be made upon the death of the Employee.
For any distribution which commences before January 1, 1984, but
continues after December 31, 1983, the Employee, or the
Beneficiary, to whom such distribution is being made, will be
presumed to have designated the method under which the
distribution is being made if the method of distribution was
specified in writing and the distribution satisfies the
requirement in subparagraphs (a) through (e) above.
If a designation is revoked, the subsequent distribution must
satisfy the requirements of section 401(a)(9) of the Code and the
regulations thereunder. If a designation is revoked subsequent
to the date distributions are required to begin, the trust must
distribute by the end of the calendar year following the calendar
year in which the revocation occurs the total amount not yet
distributed which would have been required to have been
distributed to satisfy section 401(a)(9) of the Code and the
regulation thereunder, but for the section 242(b)(2) election.
For calendar years beginning after December 31, 1988, such
distributions must meet the minimum distribution incidental
benefit requirements in section 1.401(a)(9)-2 of the Proposed
Income Tax Regulations. Any changes in the designation will be
considered to be a revocation of the designation. However, the
mere substitution or addition of another Beneficiary (one not
named in the designation) under the designation will not be
considered to be a revocation of the designation so long as such
substitution or addition does not alter the designation, directly
or indirectly (for example, by altering the relevant measuring
life). The rules of Q&A J-2 and J-3 of Proposed Income Tax
Regulations section 1.401(a)(9)-1 shall apply to rollovers and
transfers form one plan to another.
9.6 Certain Distributions
In the event a distribution made to or on behalf of a Participant
prior to the attainment of age fifty-nine and one-half (59-1/2), would
be subject to the ten percent (10%) penalty tax set forth in section
72(t) or 72(m)(5) of the Code, the Participant may, within sixty (60)
days of the distribution date, request that the distribution be
transferred to another qualified retirement plan or an Individual
Retirement Account as a rollover contribution, if the distribution
satisfies the requirements of section 402(c)(5) of the Code.
9.7 No Duplication of Benefits
In the determination of the amount of any benefit to which a
Participant is entitled in accordance with the provisions of this
Plan, adjustments shall be made to reflect any amounts previously paid
under the provisions of this Plan.
9.8 Direct Rollovers
(a) This section applies to distributions made on or after January 1,
1993. Notwithstanding any provision of the Plan to the contrary that
would otherwise limit a distributee's election under this part, a
distributee may elect, at the time and in the manner prescribed by the
Plan Administrator, to have any portion of an eligible rollover
distribution, that is equal to at least $500, paid directly to an
eligible retirement plan specified by the distributee in a direct
rollover.
(b) Eligible rollover distribution: An eligible rollover distribution
is any distribution of all or any portion of the balance to the credit
of the distributee, except that an eligible rollover distribution does
not include: any distribution that is one of a series of substantially
equal periodic payments (not less frequently than annually) made for
the life (or life expectancy) of the distributee or the joint lives
(or joint life expectancies) of the distributee and the distributee's
designated beneficiary, or for a specified period of ten years or
more; any distribution to the extent such distribution is required
under section 401(a)(9) of the Code; and the portion of any
distribution that is not includable in net unrealized appreciation
with respect to Employer securities; and any other distribution(s)
that is reasonably expected to total less than $200 during a year.
(c) Eligible retirement plan: An eligible retirement plan is an
individual retirement account described in section 408(a) of the Code,
an individual retirement annuity described in section 408(b) of the
Code, and annuity plan described in section 403(a) of the Code, or a
qualified plan described in section 401(a) of the Code, that accepts
the distributee's eligible rollover distribution. However, in the
case of an eligible rollover distribution to the Surviving Spouse, an
eligible retirement plan is an individual retirement account or
individual retirement annuity.
(d) Distributee: A distributee includes an Employee or former
Employee. In addition, the Employee's or former Employee's surviving
spouse and the Employee's or former Employee's spouse or former spouse
who is the alternate payee under a qualified domestic relations order,
as defined in section 414(p) of the Code, are distributee's with
regard to the interest of the spouse or former spouse.
(e) Direct rollover: A direct rollover is a payment of the Plan to
the eligible retirement plan specified by the distributee.
ARTICLE X.
THE COMMITTEE
10.1 Creation of a Committee
The Employer may appoint a person or persons to act as the Committee
and serve at its pleasure. If no such Committee is appointed, the
Employer shall act as the Committee. The Employer shall notify the
Trustee of the appointment of the original members of the Committee
and of each change in the membership of the Committee. Vacancies in
the Committee shall be filled by the Employer.
10.2 Committee Action
In the event that the Employer appoints such person or persons to act
as the Committee, such Committee shall act by a majority of its
members at a meeting or in writing without a meeting. A member of the
Committee who is also a Participant of the Plan shall not vote or act
as a member of the Committee upon any matter relating solely to his
rights or benefits under the Plan.
10.3 Authorized Signatory
Except as otherwise provided in section 10.10, the Committee may
designate a person or persons who shall be authorized to sign any
document in the name of the Committee. The Trustee shall be fully
protected in relying upon any notice, instruction or certification
from the Committee or executed pursuant to the provisions of this
Section.
10.4 Powers and Duties
The Committee shall have such powers and duties as are necessary for
the proper administration of the Plan, including but not limited to
the power to make decisions with respect to the application and
interpretation of the Plan. The Committee shall be empowered to
establish rules and regulations for the transactions of its business
and for the administration of the Plan. The determinations of the
Committee with respect to the interpretation, application, or
administration of the Plan shall be final, binding, and conclusive
upon each person or party interested or concerned.
10.5 Non-Discrimination
Where provisions of this Plan are at the discretion of the Committee,
all Participants shall be treated in an uniform and non-discriminatory
manner.
10.6 Records and Reports
The Committee shall maintain such records as may be necessary for
proper administration of the Plan and shall be responsible for
supplying all information and reports to the Internal Revenue Service
and Department of Labor as required by law. Employees may examine
those records pertaining directing to them.
10.7 Reliance on Professional Advice
The Committee shall be entitled to rely conclusively on the advice or
opinion of any consultant, accountant, or attorney and such persons
may also act in their respective professional capacities as advisors
to the Employer.
10.8 Payment of Expenses
All expenses of administration may be paid out of the Trust Fund
unless paid by the Employer. Such expenses shall include any expenses
incident to the duties of the Committee, including, but not limited
to, fees of consultants, accountants, and attorneys, and other costs
of administering the Plan. Until paid, the expenses shall constitute
a liability of the Trust Fund. However, the Employer may reimburse
the Trust Fund for any administration expense incurred. Any
administration expense paid to the Trust Fund as a reimbursement shall
not be considered an Employer contribution.
10.9 Limitation of Liability
The Committee must discharge its duties solely in the interest of the
Participants and their Beneficiaries. The Committee must carry out
its duties with the care, skill, prudence and diligence under
circumstances then prevailing that a prudent man acting in a like
capacity and familiar with such matters would use in the conduct of an
enterprise of like character and with like aims. The Committee,
however, shall not be liable for any acts or decisions based on the
advice or opinion of any consultant, accountant or attorney employed
by the Committee in their respective professional capacities as
advisors to the Employer, provided, however, that the Committee did
not violate its general fiduciary duty in selecting or retaining such
advisor.
10.10 Payment Certification to Trustee
The Committee shall provide written instruction to the Trustee with
respect to all payment which become due under the terms of the Plan
and shall direct the Trustee to make such payments from the Trust
Fund. All orders, requests and instructions by the Committee to the
Trustee shall be in writing and signed by an authorized member of the
Committee.
The Trustee shall act and shall be fully protected in acting in
accordance with such orders, requests and instructions.
10.11 Claims Procedure
A Participant or Beneficiary ("Claimant") may file a written claim for
benefits with the Committee. If the Committee decides that a Claimant
is not entitled to all or any part of the benefits claimed, it shall,
within ninety (90) days of receipt of such claim, inform the claimant
in writing of its determination; the reasons for its determination,
including specific references to the pertinent Plan provisions; and
the Plan's review representative shall be permitted to review
pertinent documents and within sixty (60) days after receipt of the
notice of denial of claim to request to appear personally before it or
to submit such further information or comments to the Committee as
will, in the Claimant's opinion establish his right to such benefits.
The Committee will render its final decision with the specific reason
therefor in writing and will transmit it to the claimant by certified
mail within sixty (60) days (or one hundred twenty (120) days, if
special circumstances require an extension of time and the claimant is
given written notice within the initial sixty (60) day period) of any
such appearance. If the final decision is not made within such
period, it will be considered denied. If, upon review of a request
for benefits hereunder, the Committee finds the Participant ineligible
for such benefits, it shall inform the Participant in writing the
reason or reasons for such denial. In the event any Participant or
Beneficiary disagrees with the conclusions of the Committee, the
Committee must reconsider their decision based on the facts and
evidence presented to them by the Participant or Beneficiary.
Further, the Committee must substantiate in writing to any Participant
or Beneficiary who disagrees with the amount of his benefit the method
under which the benefit computations were made.
ARTICLE XI.
PARTICIPANT VOLUNTARY CONTRIBUTIONS
11.1 Voluntary Contributions
Effective for Plan Years beginning after the Plan Year in which this
Plan is adopted by the Employer, Employee contributions shall not be
permitted under this Plan. Employee contributions for Plan Years
beginning after December 31, 1986 shall be limited so as to meet the
nondiscrimination test of section 401(m) of the Code.
11.2 Accounting Procedures
The Committee shall maintain a separate Participant Voluntary
Contribution Account for Employee contributions made prior to such
time. Such Account shall be fully vested and nonforfeitable at all
times. On the basis of each annual valuation of the Trust Fund, as
provided for in the Trust Agreement, the Participant Voluntary
Contribution Accounts of all Participants shall be adjusted to reflect
the effects of income, realized and unrealized gains and losses on
securities and expenses. Such adjustment shall be based upon the
proportion that the total of all Participant Voluntary Contribution
Accounts as of the last preceding Anniversary Date bears to the total
market value of the Trust Fund. Each Participant shall then have his
Participant Voluntary Contribution Account adjusted in proportion to
all such Participant Voluntary Contribution Accounts.
11.3 Withdrawals
(a) A Participant may make withdrawals from the Participant Voluntary
Contribution Account which results from his own contributions at
such time as the Committee shall designate, but not more than
quarterly during a Plan Year provided that no single withdrawal
shall be less than the total amount in such Account or five
hundred dollars ($500), whichever is less, and the aggregate
withdrawals by a Participant prior to his separation from service
may never exceed the smaller of the actual amount he has
contributed or the adjusted value of the Participant Voluntary
Contribution Account resulting from his own contributions.
(b) Distribution or withdrawals form a Participant's Voluntary
Contribution Account shall be paid in accordance with the
provisions of Article IX, including the requirement of the
written consent of the Participant's spouse to any withdrawal.
(c) No portion of a Participant's Accrued Benefit derived form
Employer contributions shall be forfeitable solely as a result of
a Participant's withdrawal of voluntary contributions.
11.4 Transfers From Other Trusts
The Committee may, in its discretion, direct the Trustee to accept a
rollover contribution described in sections 402(a)(5), 403(a)(4) or
408(a)(3)(A)(ii) of the Code or a direct transfer of funds from a
qualified retirement plan, provided that, in the opinion of counsel
for the Employer, the transfer will not jeopardize the tax exempt
status of the Plan or create adverse tax consequences to the Employer.
The committee shall exercise such discretion in a uniform and
non-discriminatory manner. A transfer or rollover contribution may be
made on behalf of an Employee eligible to participate in the Plan who
has not met the age and service requirements, if any, for
participation. Such an Employee shall become a Participant on the
date the Trustee accepts the rollover contribution or transfer for all
purposes, except that no Employer or Employee contributions shall be
made by or on behalf of such Employee and such Employee shall not
share in Plan forfeitures until he has completed the age and service
requirements for participation. A rollover contribution or transfer
shall be maintained in a Participant's Rollover Account, provided that
the Committee shall maintain a separate accounting for the amount
transferred and its share of the income.
ARTICLE XII.
INSURANCE CONTRACTS
The Employer may elect in the Adoption Agreement to have the
provisions of this Article XII apply.
12.1 Trustee To Procure Contracts
If this Plan is to be funded partially with life insurance contracts,
the Trustee, upon his applications, shall procure a contract on the
whole, universal or term life plan on the life of a Participant who is
insurable as a standard risk, or who is not insurable as a standard
risk but with respect to whom the Committee shall have elected to pay
substandard rates in accordance with Section 12.2 hereof. The
contract shall provide a life insurance benefit, payable on the death
of the Participant prior to his Normal Retirement Date, equal to a
multiple limited to one hundred (100) times the amount of anticipated
monthly normal retirement benefit to which such Participant is
entitled as calculated pursuant to Section 5.1. The multiple shall be
set forth in the Adoption Agreement.
12.2 Substandard Lives
If a Participant is not insurable as a standard risk but may
nevertheless be eligible for insurance coverage at an extra rating
because of excess mortality hazards, the Committee, in its discretion,
may agree to pay the substandard rate required to obtain the full
amount of the death benefits herein above set forth. In determining
whether or not to pay such substandard rates, the Committee shall not
discriminate and shall accord uniform treatment to all of its
Participants in a similar situation. The Committee shall notify the
Trustee of its decision in each such case.
The Trustee, upon his application, shall either procure an annuity on
the life of each Participant who is not insurable or who is insurable
only at substandard rates and with respect to whom the Committee shall
not have elected to pay substandard rates in accordance with this
Section; or shall purchase no annuity on the life of such Participant,
whichever course of action shall be dictated by the Committee. If the
choice shall be the purchase of an annuity, the annual premium
therefore shall not exceed the annual premium that would have been
paid for a whole life policy covering such Participant had he been
insurable as a standard risk. Such annuity shall provide a benefit in
the event of death prior to his Normal Retirement Date at least equal
to the cash value of such annuity or the sum of the premiums paid,
whichever is greater. If the choice shall be the purchase of no
annuity, then the annual contributions on behalf of such Participant,
determined pursuant to Section 3.1, shall be those required to provide
the benefits to which he shall be entitled, form time to time, without
reference to any annuity on his life, and the entire amount of such
contributions shall be deposited to his account in the Trust Fund.
12.3 Rules Applicable To Contracts
The following rules shall be applicable to the acquisition, handling
or disposition of any contract:
(a) Each such whole or universal life insurance contract shall
contain a provision permitting the purchase at retirement of any
additional income to which the Participant shall be entitled
pursuant to Article V.
(b) Each application for a contract and the contracts themselves,
shall nominate and designate the Trustee as sole owner, with the
right reserved to said Trustee to exercise any right or option
contained therein, subject to the terms and provisions of this
Plan. All such contracts shall be held by the Trustee.
(c) The Trustee shall be designated in the contracts to receive the
proceeds maturing by reason of the death of the Participant to
pay death benefits pursuant to Article VII to the Deceased
Participant's Beneficiary or Beneficiaries.
(d) The Trustee shall arrange, where possible, that all contracts
issued under this Plan shall bear the same premium due date.
(e) All whole or universal life insurance contracts acquired for the
purpose of this Plan shall contain guaranteed cash values and as
uniform basic options as it is possible to obtain.
(f) Each whole or universal life insurance contract shall provide in
the event of lapse for non-payment of premiums that its value
will be applied in accordance with contract provisions to provide
reduced paid-up benefits.
(g) Each contract, if and only if issued by a company selling
policies on a participating basis, shall provide that the
dividend plan shall be premium reduction. Any dividend payable
upon maturity of the contract shall be payable in cash to the
Trustee.
(h) Any payments by the insurer on account of credits such as
dividends, experience rating credits, or surrender or
cancellation credits shall be applied, within the taxable year of
the Employer in which received or within the next succeeding
taxable year, toward the next premiums due before any further
Employer contributions are so applied.
12.4 Increases or Decreases in Benefits
If the anticipated normal retirement benefit of a Participant is
increased, the Trustee shall take the necessary action to increase the
Participant's benefits to become effective on the Anniversary Date
next following or coinciding with such increase, to the extent
required by increase or accumulation of prior increases; provided,
however, that no increase in the benefit of a Participant shall be
recognized by the purchase of additional contracts unless and until
the increase or an accumulation of increases shall be sufficient in
amount to require provision for a minimum of ten dollars ($10) per
month of additional retirement benefit.
If the anticipated normal retirement benefit of a Participant is
decreased, the Trustee shall take the necessary action, to become
effective on the next succeeding Anniversary Date, to decrease the
benefits provided by contract for such Participant to the extent
required by such decrease or accumulation of decreases, provided,
however, that reduction in the amount of contracts unless and until
the decrease or accumulation of decreases shall be sufficient in
amount to cause a reduction of a minimum of ten dollars ($10) per
month in retirement benefits. If any portion of the value of the
contracts shall be released, the Trustee shall retain such released
amount toward the payment of premiums due in the current or succeeding
years.
In no event, however, shall increases in benefits occurring within
five (5) years of the Normal Retirement Date of any Participant be
reflected by the purchase of additional contracts, nor shall decreases
in anticipated benefits be reflected by the reduction in the amount of
contracts.
12.5 Deferred Retirement
If a Participant should continue in the employ of the Employer beyond
his Normal Retirement Date in accordance with Section 4.3, the Trustee
shall convert the contracts on the life of such Participant to reduced
paid-up contracts under the provision of such contracts relating to
default in premium payment so that, subject to the terms and
conditions of the provision for the purchase of additional retirement
benefits, a deferral of such Participant's retirement benefits can be
accomplished until his actual retirement. Upon actual retirement, the
Trustee shall make application to the insurance company to obtain for
such Participant the retirement benefits to which he may be then
entitled. In lieu of such action, the Trustee may direct the
insurance company to pay the cash value of the contracts on the life
of such Participant to the Trustee for distribution pursuant to
Article IX.
If term life insurance has been purchased and if the Participant
should continue in the employ of the Employer beyond his Normal
Retirement Date in accordance with Section 4.3, the Committee shall
have the right to direct that the Trustee continue the term life
contracts on the life of such Participant
12.6 Premium Continuation
The Trustee shall pay any premiums which become due on contracts
purchased on the life of a Participant who has left the employ of the
Employer for reasons other than retirement, death or disability until
it can be determined that such Participant has incurred a Service
Break or it has been decided to distribute to the terminated
Participant his benefit.
12.7 Conflicts With Plan Terms
In the event of any conflict between the terms of this Plan and the
terms of any insurance contract issued hereunder, the Plan provisions
shall control.
ARTICLE XIII.
GENERAL PROVISIONS
13.1 No Right of Continued Employment
Neither the establishment of the Plan nor the making of contributions
by the Employer, nor any action of the Employer or the Committee shall
be held or construed to confer upon any person any legal right to be
continued as an Employee. The Employer expressly reserves the right
to discharge any Employee whenever the interest of the Employer may so
require.
13.2 Non-Alienation of Interest
No benefit or interest available hereunder will be subject to
assignment or alienation, either voluntarily or involuntarily. The
preceding sentence shall not apply to loans made to the Participant
under the Plan, or domestic relations orders which are determined by
the Committee to be a qualified domestic relations orders, as defined
in section 414(p) of the Code, or were entered before January 1, 1985.
13.3 Incompetence of Participants and Beneficiaries
If the Committee deems any person incapable of receiving benefits to
which he is entitled by reason of minority, illness, infirmity, or
other incapacity, it may direct the Trustee to make payment directly
for the benefit of such person to a legal representative of such
person. Such payment shall, to the extent thereof, discharge all
liability of the Employer, the Committee, the Trustee and the Fund.
13.4 Separate Employer Trusts Maintained
Except as provided in section 16.2, the Plan of each Employer which
adopts this Prototype Plan and corresponding Trust Agreement as part
of its Plan shall be administered separately from those of any other
Employer.
13.5 Governing Law
The Plan shall be administered, construed and enforced to the state
wherein the Trustee maintains its principal place of business, except
to the extent preempted by the Act.
13.6 Severability
Should any provision of the Plan or rules and regulations adopted
thereunder be deemed or held to be unlawful or invalid for any reason,
such fact shall not adversely affect the other provisions unless such
invalidity shall render impossible or impractical the functioning of
the Plan. In such case, the appropriate parties shall immediately
adopt a new provision to take the place of the illegal or invalid
provision.
13.7 Gender and Number
The masculine pronoun wherever used shall include the feminine pronoun
and the singular shall include the plural and the plural shall include
the singular, wherever appropriate to the context.
13.8 Titles and Headings
The titles and headings of the respective Articles and Sections in
this instrument are inserted merely for convenience and shall be given
no legal effect.
13.9 Counterparts as Original
The Plan has been prepared in counterparts each of which so prepared
shall be construed an original and such counterparts shall together
constitute one and the same instrument.
13.10 Failure of Employer's Plan to Qualify
The use of this Prototype Plan and corresponding Trust Agreement shall
be available only to the Plans of Employers which meet the
requirements of section 401(a) of the Code. If the Employer's Plan
fails to attain or retain qualification, such Plan shall no longer
participate in the Prototype Plan and will be considered an
individually designed Plan.
13.11 Exclusive Benefit
Except as otherwise provided in this Plan, at no time shall any part
of the corpus or income of the Fund be used for or diverted to
purposes other than for the exclusive benefit of the Participants and
their Beneficiaries and defraying reasonable expenses of the Plan.
13.12 Proper Payee
The records of the Committee at the time of death of any person
entitled to any benefits hereunder shall be conclusive as to the
identity of the proper payee and of the amounts payable. Payment made
in accordance with such facts shall constitute a complete discharge of
any and all obligations hereof. In the event any amount shall become
payable to any person or estate, the Committee shall mail written
notice to such person's last known address as shown in the Employer's
records. If such person or his personal representative does not
present himself to the Committee within one year after the mailing of
such notice, then the Committee may distribute any amounts due to one
or more of the spouse, blood relatives and adopted children of such
person. Any action of the Committee under this Section shall be final
and conclusive upon all persons. Any person who receives any
distribution under this Section shall be the absolute owner thereof,
regardless of whether such person had been a Participant, a
Beneficiary or the personal representative of any Participant
hereunder. If a benefit is forfeited because the Participant or
Beneficiary cannot be found, such benefit will be reinstated if a
claim is made by the Participant or Beneficiary.
ARTICLE XIV.
LOANS
14.1 Loans to Participants
If permitted under the Adoption Agreement, the Committee, in its
discretion, may authorize and direct the Trustee to grant loans to
Participants and Beneficiaries in accordance with written rules
established by the Committee. Such loans:
(a) Shall not exceed the lesser of:
(1) fifty thousand dollars ($50,000) reduced by the excess, if
any, of (i) the highest outstanding balance of loans form
the Plan during the one (1) years period ending on the day
before the date on which such loan was made, over (ii) the
outstanding balance of loans from the Plan on the date such
loan was made, or
(2) the greater of (i) ten thousand dollars ($10,000), or (ii)
one-half (1/2) of the Actuarial Value of the Participant's
or Beneficiary's vested interest under the Plan.
However, if the Participant is an affected Employee under
the pre-termination restriction in section 8.3 of the plan,
the total of all the affected Employee's outstanding loans
will not exceed the amount that such affected Employee would
be entitled to under the pre-termination restrictions. For
this purpose, all plans of the Employer and Affiliated
Employers shall be treated as a single plan;
(b) Shall be evidenced by a promissory note, secured by an assignment
of a portion of the Actuarial Value of the Participant's or
Beneficiary's vested interest in the Plan. Effective for loans
granted or renewed after October 18, 1989, the portion of a
Participant's or Beneficiary's vested interest which may be used
as security for a loan hereunder shall not exceed fifty percent
(50%);
(c) Shall bear a reasonable rate of interest, as determined by the
Committee to be a rate of interest commensurate with the interest
rates charged by persons in the business of lending money for
loans which would be made under similar circumstances; and
(d) Shall require substantially level repayments of principal and
interest (with repayments made no less frequently than quarterly)
over a period not to exceed five (5) years. Any such loan shall
be nonrenewable except that if the loan was originally granted
for a period of less than five (5) years, then the same may be
renewed, in the discretion of the Committee, for a period of time
equal to the difference between five (5) years and the duration
of the original loan. The five (5) year repayment period shall
not apply to any loan used to acquire any dwelling unit which
within a reasonable period of time is to be used (to be
determined at the time the loan is made) as the principal
residence of the Participant.
The written consent of the Participant's spouse (consistent with the
requirements for a Qualified Election under Section 9.2) must be
obtained within the 90-day period ending on the date the Participant's
vested interest is used as security for the loan. Such consent shall
thereafter be binding with respect to the consenting spouse or any
subsequent spouse. However, a new consent shall be required if the
Participant's vested interest is used for renegotiation, extension,
renewal or other revision of the loan.
14.2 Transactions Treated as Loans
The following transactions shall be treated as loans hereunder:
(a) If a Participant or Beneficiary assigns or pledges (or agrees to
assign or pledge) any portion of his interest in the Plan, such
portion shall be treated as a loan from the Plan to the
Participant or Beneficiary.
(b) Any amount received as a loan from an insurance contract
purchased under the provisions of this Plan, if applicable (or
any assignment or pledge with respect to such contract), shall be
treated as a loan under the Plan.
14.3 Provisions to be Applied in a Uniform and Nondiscriminatory Manner
In deciding whether or not to grant any request for a loan hereunder,
the Committee shall be guided by procedure and criteria designed to
assure that uniformity is applied to all Participants and
Beneficiaries under similar circumstances and that the granting of
such approval does not result in discrimination prohibited by the
Code.
14.4 Satisfaction of Loan
In the event of default, foreclosure on the note and attachment of the
security will not occur until a distributable event occurs under the
terms of the Plan.
If spousal consent (consistent with the requirements for a Qualified
Election under Section 9.2) has been obtained, then, notwithstanding
any other provision of the Plan, the portion of the Participant's
vested interest in the Plan used as security for a loan shall be taken
into account for purposes of determining the amount of the benefits
payable at the time of death or distribution, but only if the
reduction is used as repayment of the loan.
14.5 Loans to Owner-Employees or Shareholder-Employees
No loan shall be granted to an Owner-Employee or Shareholder-Employee
unless an exemption has been obtained for such loan from the Secretary
of Labor under section 408 of the Act (and such loan is exempt from
the excise tax imposed under section 4975 of the Code).
ARTICLE XV.
TOP-HEAVY PROVISIONS
As specified in the Adoption Agreement, the provisions of this Article
XV will either (1) always supersede any conflicting provisions in the
Plan or (2) only supersede such conflicting provisions in any Plan
Year beginning after 1983, during which the Plan is or becomes
Top-Heavy.
15.1 Definitions
For purposes of this Article and Article XVII, the following words
shall have the following meanings:
(a) "Compensation" shall mean Compensation as defined in Article I.
For any Plan Year beginning before January 1, 1989, only the
first two hundred thousand dollars ($200,000) of a Participant's
Compensation shall be taken into account for purposes of
determining the Top-Heavy minimum accrued benefit.
(b) "Determination Date" shall mean (1) the last day of the preceding
Plan Year, or (2) in the case of the first Plan Year, the last
day of such Plan Year.
(c) "Employer" shall mean the Employer and all Affiliated Employers.
(d) "Key Employee" shall mean any Employee or former Employee (and
the Beneficiaries of such Employee) who at any time during the
Plan Year containing the Determination Date and the four (4)
preceding Plan Years was:
(1) An officer of the Employer if such individual's annual
Compensation exceeds fifty percent (50%) of the dollar
limitation under section 415(b)(1)(A) of the Code (provided
that the number of employees treated as officers shall be no
more than fifty (50) or, if fewer, the greater of three (3)
employees of ten percent (10%) of all employees);
(2) An owner (or considered an owner under section 318 of the
Code) of at least a one-half of one percent (.5%) interest
and one of the ten (10) largest interests in the Employer if
such individual's Compensation exceeds one hundred percent
(100%) of such dollar limitation under section 415(c)(1)(A)
of the Code;
(3) A five percent (5%) owner of the Employer; or
(4) A one percent (1%) owner of the Employer who has an annual
Compensation of more than one hundred fifty thousand dollars
($150,000).
For this purpose, annual Compensation means Compensation as
defined in section 415(c)(3) of the Code, but including amounts
excludable from the Employee's gross income by reason of sections
125, 402(e)(3), 402(h)(1)(B), or 403(b) of the Code. The
determination of who is a Key Employee will be made in accordance
with section 416(i)(1) of the Code and the regulations thereunder.
(e) "Non-Key Employee" shall mean any Employee who is not a Key
Employee.
(f) "Permissive Aggregation Group" shall mean the Required
Aggregation Group of plans plus any other plan or plans of the
Employer which, when considered as a group with the Required
Aggregation Group, would continue to satisfy the requirements of
sections 401(a)(4) and 410 of the Code.
(g) "Present Value" shall be based upon the interest rates and
mortality table used under Section 1.2, unless otherwise
specified in the Adoption Agreement.
(h) "Required Aggregation Group" shall mean (1) each qualified plan
of the Employer in which at least one (1) Key Employee
participates or participated in any time during the determination
period (regardless of whether the Plan terminated), and (2) any
other qualified plan of the Employer which enables a plan
described in (1) to meet the requirements of sections 401(a)(4)
and 410 of the Code.
(i) "Super Top-Heavy": For any Plan Year after 1983, this Plan is
Super Top-Heavy if the Top-Heavy Ratio for the Plan, under the
Required Aggregation Group or the Permissive Aggregation Group,
as applicable, exceeds ninety percent (90%).
(j) "Top-Heavy Plan": For any Plan Year beginning after 1983, this
Plan is Top-Heavy if any of the following conditions exist:
(1) If the Top-Heavy Ratio for this Plan exceeds sixty percent
(60%) and this Plan is not part of any Required Aggregation
Group or Permissive Aggregation Group of plans.
(2) If this Plan is a part of a Required Aggregation Group of
plans, but not part of a Permissive Aggregation Group, and
the Top-Heavy Ratio for the group of plans exceeds sixty
percent (60%), or
(3) If this Plan is a part of a Required Aggregation Group of
plans and part of a Permissive Aggregation Group, and the
Top-heavy Ratio for the group of plans exceeds sixty percent
(60%).
(k) "Top-Heavy Ratio":
(1) If the Employer maintains one or more defined benefit plans
and the Employer has not maintained any defined contribution
plans (including any simplified employee pension plan) which
during the five (5) year period ending on the Determination
Date has or has had account balances, the Top-Heavy Ratio
for this Plan alone or for the Required or Permissive
Aggregation Group as appropriate is a fraction, the
numerator of which is the sum of the present values of
accrued benefits of all Key Employees as of the
Determination Date (including any part of any accrued
benefit distributed in the five (5) year period ending on
the Determination Date), and the denominator of which is the
sum of the present value of Accrued Benefits (including any
part of any Accrued Benefit distributed in the five (5) year
period ending on the Determination Date), determined in
accordance with section 416 of the Code and the regulations
thereunder. Both the numerator and the denominator of the
Top-Heavy Ratio are increased to reflect any contribution
not actually made as of the Determination Date, but which is
required to be taken into account on that date under section
416 of the Code and the regulations thereunder.
(2) If the Employer maintains one or more defined benefit plans
and the Employer maintains or has maintained one or more
defined contribution plans (including any simplified
employee pension plan) which during the five (5) year period
ending on the Determination Date has or has had any account
balances, the Top-Heavy Ratio for any Required or Permissive
Aggregation group as appropriate is a fraction, the
numerator of which is the sum of the present value of
Accrued Benefits under the aggregate defined benefit plan or
plans for all Key Employees, determined in accordance with
(a) above and the sum of account balances under the
aggregated defined contribution plan or plans, for all Key
Employees as of the Determination Date and the denominator
of which is the sum of the present values of accrued
benefits under the aggregated defined benefit plan or plans,
determined in accordance with (a) above, for all
Participants and the sum of the account balances under the
aggregated defined contribution plan or plans for all
Participants as of the Determination Date, all determined in
accordance with section 416 of the Code and the regulations
thereunder. The account balances under a defined
contribution plan in both the numerator and denominator of
the Top-Heavy Ratio are increased for any distribution of an
account balance made in the five (5) year period ending on
the Determination Date.
(3) For purposes of (1) and (2) above, the value of account
balances and the present value of accrued benefits will be
determined as of the most recent Valuation Date that falls
within or ends with the twelve (12) month period ending on
the Determination Date, except as provided in section 416 of
the Code and the regulations thereunder for the first and
second Plan Years of a defined benefit plan. The account
balances and accrued benefits of a Participant (1) who is
not a key Employee but who was a Key Employee in a prior
year, or (2) who has not been credited with at least one
Hour of Service for any Employer maintaining the Plan at any
time during the five (5) year period ending on the
Determination Date will be disregarded. The calculation of
the Top-Heavy Ratio, and the extent to which distributions,
rollovers, and transfers are taken into account will be made
in accordance with section 416 of the Code and the
regulations thereunder. Deductible Employee contributions
will not be taken into account for purposes of computing the
Top-Heavy Ratio.
When aggregating plans, the value of account balances and
accrued benefits will be calculated with references to the
Determination Dates that fall within the same calendar year.
(4) Solely for the purpose of determining if the Plan, or any
other plan included in a Required Aggregation Group of which
this Plan is a part, is Top-Heavy (within the meaning of
section 416(g) of the Code) the accrued benefit of a Non-Key
Employee shall be determined under (a) the method, if any,
that uniformly applies for accrual purposes under all plans
maintained by the Employer, or (b) if there is no such
method, as if such benefit accrued not more rapidly than the
slowest accrual rate permitted under the fractional accrual
rate of section 411(b)(1)(C) of the Code.
(1) "Valuation Date" shall mean the last day of the Plan Year, unless
a different date is elected by the Employer in the Adoption
Agreement and is the day on which account balances and Accrued
Benefits are valued for purposes of calculating the Top-Heavy
Ratio.
15.2 Vesting Schedules
For any Plan Year in which this Plan is Top-Heavy, one of the Top
Heavy minimum vesting schedules as elected by the Employer in the
Adoption Agreement will automatically apply to the Plan. The Top
Heavy minimum vesting schedule applies to all benefits within the
meaning of section 411(a)(7) of the Code except those attributable to
Employee contributions, including benefits accrued before the
effective date of section 416 and benefits accrued before the Plan
became Top-Heavy. Further, no reduction in vested benefits may occur
in the event the Plan's status as Top-Heavy changes for any Plan Year.
However, this Section does not apply to the Accrued Benefits of any
Employee who does not have an Hour of Service after the Plan has
initially become Top-Heavy and such Employee's Accrued Benefits
attributable to Employer contributions will be determined without
regard to this Section.
15.3 Minimum Accrued Benefit
(a) Notwithstanding any other provision in this Plan, except
paragraphs (b), (c) and (d) below, for any Plan Year beginning
after December 31, 1983 in which this Plan is Top-Heavy ("Top
Heavy Plan Years"), each Participant who is a Non-Key Employee
and has completed one thousand (1,000) Hours of Service will
accrue a benefit (to be provided solely by Employer contributions
and expressed as a life annuity (without regard to ancillary
benefits) commencing at his Normal Retirement Date) of not less
than two percent (2%) of his average Compensation for five (5)
consecutive years for which the Participant had the highest
average Compensation. The aggregate Compensation for the years
during such five-year period in which the Participant was
credited with a year of Service will be divided by the number of
such years in order to determine Average Annual Compensation. If
the Plan credits Participation on the elapsed time basis, all
Participation in Top-Heavy Plan Years shall be used to determine
the Top-Heavy minimum accrual.
The minimum accrual is determined without regard to any
Social Security contribution. The minimum accrual applies
even though under other Plan provisions the Non-Key Employee
would not otherwise be entitled to receive an accrual, or
would have received a lesser accrual for the year because
(1) the Non-Key Employee fails to make mandatory
contributions to the Plan (2) the Non-Key Employee's
Compensation is less than a stated amount, (3) the Non-Key
Employee is not employed on the last day of the accrual
computation period, or (4) the Plan is integrated with
Social Security.
(b) No additional benefit accruals shall be provided pursuant to (a)
above to the extent that the total accruals on behalf of the
Participant attributable to Employer contributions will provide a
benefit expressed as a life annuity commencing at the Normal
Retirement Date that equals or exceeds twenty percent (20%) of
the Participant's average Compensation for the five (5)
consecutive years for which the Participant had the highest
average Compensation.
(c) If the Plan is Top Heavy, but is not Super Top-Heavy, each
Participant who is a Non-Key Employee shall receive the minimum
accrual under (a) above, except that "three percent (3%)" shall
be substituted for "two percent (2%)" and "thirty percent (30%)"
shall be substituted for "twenty percent (20%)" in (b) above.
(d) The provisions in (a) above shall not apply to any Participant to
the extent that the Participant is covered under any other
qualified plan or plans of the Employer other than a paired plan
of the Sponsor Adoption Agreement that the minimum Top Heavy
allocation or benefit will be met in the other plan or plans.
(e) The Minimum Accrued Benefit required (to the extent required to
be nonforfeitable under the provisions of Section 15.2) may not
be forfeited under section 411(a)(3)(B) or 411(a)(3)(D) of the
Code.
(f) All accruals of Employer derived benefit, whether or not
attributable to years for which the Plan is Top-Heavy, may be
used in computing whether the minimum accrual requirements of
paragraph (d) above are satisfied.
15.4 Adjustment For Benefit Other Than Life Annuity
If the form of benefit is other than a single life annuity, the
Employee must receive an amount that is the Actuarial Equivalent of
the minimum single life annuity benefit. If the benefit commences at
a date other than at the Normal Retirement Date, the Employee must
receive at least an amount that is the Actuarial Equivalent of the
minimum single life annuity benefit commencing at the Normal
Retirement Date.
15.5 Adjustment to Defined Benefit Fraction and Defined Contribution
Fraction under Section 8.1
If the Plan is Super Top-Heavy, then "one hundred percent (100%)"
shall be substituted for "one hundred twenty-five percent (125%)" in
the denominator of the Defined Benefit Fraction and the Defined
Contribution Fraction under Section 8.1.
ARTICLE XVI.
AMENDMENT AND TERMINATION
16.1 Amendment
(a) The Employer expressly recognizes the authority of the Sponsor to
amend this Plan and Trust from time to time, and the Employer
shall be deemed to consent to any such amendment. The Employer
shall receive a written instrument indicating the amendment of
the Plan and Trust and such amendment shall become effective as
of the effective date of such instrument.
(b) The Employer reserves the right to amend the Plan at any time.
Except for (1) changes to the choice of options in the Adoption
Agreement, (2) amendments stated in the Adoption Agreement which
allow the Plan to satisfy section 415 of the Code or to avoid
duplication of minimums under section 416 of the Code because of
the required aggregation of multiple plans, or (3) amendments
published by the Internal Revenue Service which specifically
provide that their adoption will not cause the Plan to be treated
as individually designed, an Employer will no longer participate
in the Prototype Plan and will be considered to have an
individually designed plan if it amends the Plan.
(c) Notwithstanding anything in this Plan to the contrary, no
amendment shall:
(1) Increase the responsibility of the Trustee without the
Trustee's written consent;
(2) Decrease a Participant's Accrued Benefit, except to the
extent permitted by section 412(c)(8) of the Code;
(3) In the case of an Employee who is a Participant as of the
later of the date such amendment is adopted or the date it
become effective, decrease the nonforfeitable percentage
(determined as of such date) of such Employee's right to his
Employer-derived account balance below his non-forfeitable
percentage computed under the Plan without regard to such
amendment;
(4) Violate the exclusive benefit rule of Section 13.11.
For purposes of this paragraph, a Plan amendment which has the effect
of (1) eliminating or reducing an Early Retirement Benefit or a
retirement-type subsidy, or (2) eliminating an optional form of
benefit, with respect to benefits attributable to Service before the
amendment shall be treated as decreasing a Participant's Accrued
Benefit. In the case of a retirement-type subsidy, the preceding
sentence shall apply only with respect to a Participant who satisfies
(either before or after the amendment) the preamendment conditions for
the subsidy. In general, a retirement-type subsidy is a subsidy that
continues after retirement, but does not include a qualified
disability benefit, a medical benefit, a social security supplement, a
death benefit (including life insurance), or a plant shutdown benefit
(that does not continue after retirement age). Furthermore, if the
vesting schedule of a Plan is amended, in the case of an Employee who
is a Participant as of the later of the date such amendment is adopted
or the date it becomes effective, the nonforfeitable percentage
(determined as of such date) of such Employee's Employer-provided
accrued benefit will not be less than the percentage computed under
the Plan without regard to such amendment.
16.2 Participating Employers
(a) With the consent of the adopting Employer and Trustee, and by
duly authorized action, any Affiliated Employer may adopt this
Plan and become a Participating Employer. Unless the context
clearly indicates otherwise the work "Employer" shall be deemed
to include each Participating Employer as related to its adoption
of the Plan.
(b) Each such Participating Employer shall be required to select the
same Adoption Agreement provisions as those selected by the
Employer, and to sue the same Trustee as the Employer.
(c) The Trustee may, but shall not be required to, commingle, hold
and invest as one Trust Fund all contributions made by
Participating Employers, as well as all increments thereof.
(d) With respect to its relations with the Trustee and Committee for
the purposes of this Plan, each Participating Employer shall be
deemed to have irrevocably designated the Employer as its agent.
Amendment of this Plan at any time when there shall be a
Participating Employer shall only be by written action of the
adopting Employer and such amendment shall be binding upon each
Participating Employer.
(e) Any Participating Employer may, at any time, by written notice to
the Trustee in such form as is acceptable to the Trustee,
discontinue its participation in the Plan and discontinue all
contributions hereunder. The Trustee shall thereafter transfer,
deliver and assign Fund assets to the Participants of such
Participating Employer to such successor trustee as shall have
been designated by such Participating Employer, in the event that
it has established a separated plan for its Employees. If no
successor trustee is designated, the Trustee shall retain such
assets for the Employees of said Participating Employer pursuant
to the provisions of this Plan.
16.3 Amended and Restated Plans
If this Plan is an amendment and restatement of an existing plan
("Existing Plan") the following provisions shall apply:
(a) Each Employee who was a Participant in the Existing Plan
immediately prior to the Effective Date shall become a
Participant in this Plan on the Effective Date.
(b) All years of service credited for vesting service under the
Existing Plan shall be credited as years of Service under this
Plan. The amendment and restatement shall not reduce the vested
interest of a Participant in the Existing Plan, and any change in
the vesting schedule shall be subject to the provisions of
Section 6.5.
(c) The amendment and restatement shall not reduce a Participant's
accrued benefit of the Existing Plan and shall not eliminate any
optional form of benefit of the Existing Plan.
(d) Any beneficiary designation in effect under the Existing Plan
immediately before the amendment and restatement shall be deemed
to be a valid Beneficiary designation under this Plan, to the
extent consistent with Section 9.2.
16.4 Plan Merger and Consolidation or Transfer of Plan Assets
In the event of any merger or consolidation with, or transfer of
assets or liabilities to, any other plan, each Participant of the Plan
shall (if the Plan then terminated) be entitled to receive an amount
immediately after such merger, consolidation or transfer which is
equal to or greater than the amount he would have been entitled to
receive immediately before the merger, consolidation or transfer (if
the Plan had then terminated).
16.5 Termination
While the Plan and Trust Fund are intended to be permanent, they may
be terminated at any time at the discretion of the Employer; provided,
however, that, except as provided in Section 3.4, no action may be
taken to render it possible, at any time prior to the satisfaction of
all expenses and all liabilities with respect to Participants and
their Beneficiaries, for any part of the corpus or income of the Trust
Fund to be used for or diverted to purposes other than the Plan and
for the payment of the expenses of the Trust Fund including any
expenses incurred in effectuating the termination of the Plan and
Trust Fund. In the event of the termination of the Plan and Trust
Fund or upon partial termination, the rights of all affected
Participants to benefits accrued, to the extent funded, as of the date
of such termination or partial termination shall be one hundred
percent (100%) vested and nonforfeitable. The Committee shall
allocate the Trust Fund in accordance with section 4044 of the Act to
the extent of the sufficiency of such funds. However, if necessary to
prevent prohibited discrimination under section 401(a)(4) of the Code,
then the allocation of assets under section 4044 of the Act shall be
reallocated to the extent necessary to avoid such discrimination.
Written notification of a complete termination shall be given to each
affected Participant and Beneficiary and the Trustee setting forth the
termination date. If the Plan is subject to Title IV of the Act, the
Committee shall also comply with the plan termination requirements of
Title IV. The Trustee, after reserving an amount from the Trust Fund
sufficient to pay expenses and charges, including the payment of all
expenses incurred in effectuating such termination, such as the fees
and retainers of the Plan's Trustees, actuary, accountant, custodian,
administrator, counsel, and other specialists, shall distribute the
assets of the Trust Fund in accordance with the directions of the
Committee which instructions shall be in accordance with Article IX.
Unless otherwise elected in the Adoption Agreement, any assets of this
Plan which remain after provisions have been made to satisfy all
liabilities of this Plan to Participants shall be allocated among
Participants on a uniform and nondiscriminatory basis, subject to the
limitations of Section 8.1. However, to the extent such allocation
would result in prohibited discrimination or violate any other
provision of law, the excess assets shall revert to the Employer.
Except as provided by law, an Employer shall have no liability in
respect of payments or benefits under the Plan and each Participant or
Beneficiary shall look solely to the Trust Fund for any payments or
benefits under the Plan. The liability of the Trustee with respect
thereto shall be limited to the amounts held by the Trustee in the
Trust Fund.
ARTICLE XVII.
PAIRED PLAN PROVISIONS
The provisions of this Article are applicable only if the Employer
adopts a set of Dreyfus paired plans. Paired plans are a combination
of standardized form plans, so designed that if any single plan or
combination of plans is adopted by an Employer, each plan by itself,
or the plans together, will meet the antidiscrimination rules set
forth in section 401(a)(4) of the Code, the contribution and benefit
limits set forth in section 415 of the Code and the Top-Heavy
provisions set forth in section 416 of the Code.
17.1 Compliance with Section 415(e) of the Code
If the Employer also maintains one or two of Sponsor's paired defined
contribution plans, the "1.0" aggregate limitation of section 415(e)
of the Code on contributions and benefits will be met by freezing or
reducing the rate of benefit accruals under this Plan.
17.2 Adjustment of Combined Plan Fractions under Section 415 of the Code
for Top-Heavy Ratio In Excess of Ninety Percent (90%).
In any Plan Year in which the Plan becomes Super Top-Heavy, the
denominators of the Defined Benefit Fraction and Defined Contribution
fraction (both as defined in section 8.1 of the Plan) shall be
computed using one hundred percent (100%) of the dollar limitation
instead of one hundred twenty-five percent (125%).
17.3 Top Heavy Minimum Benefits and Contributions
(a) When the paired plans are Top-Heavy, but are not Super Top-Heavy,
the Top-Heavy requirements set forth in Article XV shall apply,
except that "three percent (3%)" shall be substituted for "two
percent (2%)" in determining the Top-Heavy minimum benefit under
Section 15.3(a) and that the cumulative accrued benefit shall not
exceed 30%. Each Non-Key Employee who is a Participant in both
this Plan and a paired defined contribution pan shall be entitled
only to this minimum top heavy benefit accrual and shall not be
entitled to any Top-Heavy minimum allocation under the paired
defined contribution plan or plans.
(b) When the paired plans are Super Top-Heavy, the Top Heavy
requirements of Article XV shall apply. Each Non-Key Employee
who is a Participant in both this Plan and a paired defined
contribution plan shall be entitled only to this minimum top
heavy benefit accrual and shall not be entitled to any Top-Heavy
minimum allocation under the paired defined contribution plan or
plans.
17.4 Integration of Paired Plans
If the Employer adopts paired plans, only one may allocate
contributions or determine benefits on an integrated basis.
DREYFUS PROTOTYPE DEFINED BENEFIT PLAN
TABLE OF CONTENTS
Page
ARTICLE I. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.0 "Accrued Benefit". . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 "Act". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 "Actuarial Equivalent" . . . . . . . . . . . . . . . . . . . . . . . 1
1.3 "Actuarial Value". . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.4 "Adoption Agreement" . . . . . . . . . . . . . . . . . . . . . . . . 3
1.5 "Affiliated Employer". . . . . . . . . . . . . . . . . . . . . . . . 3
1.6 "Anniversary Date" . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.7 "Annuity Starting Date". . . . . . . . . . . . . . . . . . . . . . . 3
1.8 "Beneficiary". . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.9 "Board of Directors" . . . . . . . . . . . . . . . . . . . . . . . . 3
1.10 "Code" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.11 "Committee". . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
1.12 "Compensation" . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
1.13 "Contract" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.14 "Deferred Retirement Date" . . . . . . . . . . . . . . . . . . . . . 6
1.15 "Disability Retirement Date" . . . . . . . . . . . . . . . . . . . . 6
1.16 "Early Retirement Date". . . . . . . . . . . . . . . . . . . . . . . 6
1.17 "Earned Income". . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.18 "Effective Date" . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.19 "Eligible Employee". . . . . . . . . . . . . . . . . . . . . . . . . 6
1.20 "Eligibility Year(s) of Service" . . . . . . . . . . . . . . . . . . 6
1.21 "Employee" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
1.22 "Employer" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
1.23 "Employment Commencement Date" . . . . . . . . . . . . . . . . . . . 8
1.24 "Entry Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
1.25 "Fresh Start Date" . . . . . . . . . . . . . . . . . . . . . . . . . 8
1.26 "Frozen Accrued Benefit" . . . . . . . . . . . . . . . . . . . . . . 8
1.27 "Highly Compensated Employee". . . . . . . . . . . . . . . . . . . . 8
1.28 "Hour of Service". . . . . . . . . . . . . . . . . . . . . . . . . . 9
1.29 "Normal Retirement Date" . . . . . . . . . . . . . . . . . . . . . . 10
1.30 "Owner-Employee" . . . . . . . . . . . . . . . . . . . . . . . . . . 11
1.31 "Participant". . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
1.32 "Participating Employer" . . . . . . . . . . . . . . . . . . . . . . 11
1.33 "Participation". . . . . . . . . . . . . . . . . . . . . . . . . . . 11
1.34 "PBGC" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
1.35 "Period of Severance". . . . . . . . . . . . . . . . . . . . . . . . 12
1.36 "Permanent Disability" . . . . . . . . . . . . . . . . . . . . . . . 12
1.37 "Plan" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
1.38 "Plan Year". . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
1.39 "Prototype Plan" . . . . . . . . . . . . . . . . . . . . . . . . . . 12
1.40 "Qualified Joint and Survivor Annuity" . . . . . . . . . . . . . . . 12
1.41 "Qualified Pre-retirement Survivor Annuity". . . . . . . . . . . . . 12
1.42 "Re-Employment Commencement Date". . . . . . . . . . . . . . . . . . 13
1.43 "S Corporation". . . . . . . . . . . . . . . . . . . . . . . . . . . 13
1.44 "Self-Employed Individual" . . . . . . . . . . . . . . . . . . . . . 13
1.45 "Service". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
1.46 "Service Break". . . . . . . . . . . . . . . . . . . . . . . . . . . 14
1.47 "Severance from Service Date". . . . . . . . . . . . . . . . . . . . 14
1.48 "Shareholder-Employee" . . . . . . . . . . . . . . . . . . . . . . . 14
1.49 "Social Security Retirement Age" . . . . . . . . . . . . . . . . . . 15
1.50 "Sponsor". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
1.51 "Standard Form of Retirement Income" . . . . . . . . . . . . . . . . 15
1.52 "Straight Life Annuity". . . . . . . . . . . . . . . . . . . . . . . 15
1.53 "Taxable Wage Base". . . . . . . . . . . . . . . . . . . . . . . . . 15
1.54 "Trustee". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
1.55 "Trust Agreement". . . . . . . . . . . . . . . . . . . . . . . . . . 15
1.56 "Trust Fund" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
ARTICLE II. PARTICIPATION. . . . . . . . . . . . . . . . . . . . . . . . 16
2.1 Membership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
2.2 Excluded Employees . . . . . . . . . . . . . . . . . . . . . . . . . 16
2.3 Re-Employment. . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
2.4 Change in Employment Status. . . . . . . . . . . . . . . . . . . . . 17
2.5 Limitation on Participation of Owner-Employees . . . . . . . . . . . 17
ARTICLE III. CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . 19
3.1 Employer Contributions . . . . . . . . . . . . . . . . . . . . . . . 19
3.2 Payment of Contributions . . . . . . . . . . . . . . . . . . . . . . 19
3.3 Payment of Expenses. . . . . . . . . . . . . . . . . . . . . . . . . 19
3.4 Return of Employer Contributions . . . . . . . . . . . . . . . . . . 19
ARTICLE IV. RETIREMENT DATES . . . . . . . . . . . . . . . . . . . . . . 21
4.1 Retirement Date. . . . . . . . . . . . . . . . . . . . . . . . . . . 21
4.2 Normal Retirement Date . . . . . . . . . . . . . . . . . . . . . . . 21
4.3 Deferred Retirement Date . . . . . . . . . . . . . . . . . . . . . . 21
4.4 Early Retirement Date. . . . . . . . . . . . . . . . . . . . . . . . 21
4.5 Disability Retirement Date . . . . . . . . . . . . . . . . . . . . . 21
4.6 Application for Retirement . . . . . . . . . . . . . . . . . . . . . 22
4.7 Age Discrimination in Employment Act . . . . . . . . . . . . . . . . 22
ARTICLE V. RETIREMENT BENEFITS . . . . . . . . . . . . . . . . . . . . . 23
5.1 Normal Retirement Benefit. . . . . . . . . . . . . . . . . . . . . . 23
5.2 Deferred Retirement Benefit. . . . . . . . . . . . . . . . . . . . . 23
5.3 Early Retirement Benefit . . . . . . . . . . . . . . . . . . . . . . 23
5.4 Disability Retirement Benefit. . . . . . . . . . . . . . . . . . . . 26
5.5 Distribution of Retirement Benefits. . . . . . . . . . . . . . . . . 26
5.6 Death Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
5.7 Suspension of Benefits . . . . . . . . . . . . . . . . . . . . . . . 26
5.8 Frozen Accrued Benefit . . . . . . . . . . . . . . . . . . . . . . . 28
5.9 Adjustments to Frozen Accrued Benefit. . . . . . . . . . . . . . . . 29
ARTICLE VI. TERMINATION OF EMPLOYMENT BENEFITS . . . . . . . . . . . . . 35
6.1 Vested Termination Benefit . . . . . . . . . . . . . . . . . . . . . 35
6.2 Distribution of Vested Interest. . . . . . . . . . . . . . . . . . . 35
6.3 Death of a Vested Member . . . . . . . . . . . . . . . . . . . . . . 35
6.4 Vesting of a Participant . . . . . . . . . . . . . . . . . . . . . . 36
6.5 Amendment of Vesting Provisions. . . . . . . . . . . . . . . . . . . 36
6.6 Forfeitures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
ARTICLE VII. DEATH BENEFITS. . . . . . . . . . . . . . . . . . . . . . . 38
7.1 Pre-Retirement Without Life Insurance. . . . . . . . . . . . . . . . 38
7.2 Designation of Beneficiary . . . . . . . . . . . . . . . . . . . . . 39
7.3 Distribution of Death Benefit. . . . . . . . . . . . . . . . . . . . 39
7.4 Payment on Beneficiary's Death . . . . . . . . . . . . . . . . . . . 39
7.5 Post-Retirement Death Benefit. . . . . . . . . . . . . . . . . . . . 39
ARTICLE VIII. LIMITATIONS ON BENEFITS. . . . . . . . . . . . . . . . . . 40
8.1 Maximum Retirement Benefit . . . . . . . . . . . . . . . . . . . . . 40
8.2 Limitations Applicable to Twenty-Five (25) Highest Paid Employees. . 46
8.3 Additional Restrictions. . . . . . . . . . . . . . . . . . . . . . . 49
ARTICLE IX. PAYMENT OF BENEFITS. . . . . . . . . . . . . . . . . . . . . 51
9.1 Commencement of Benefits . . . . . . . . . . . . . . . . . . . . . . 51
9.2 Automatic Annuity Requirements . . . . . . . . . . . . . . . . . . . 52
9.3 Transitional Rules Applicable to Joint and Survivor Annuities. . . . 56
9.4 Other Forms and Methods of Payment of Benefits . . . . . . . . . . . 58
9.5 Required Payment of Benefits . . . . . . . . . . . . . . . . . . . . 59
9.6 Certain Distributions. . . . . . . . . . . . . . . . . . . . . . . . 66
9.7 No Duplication of Benefits . . . . . . . . . . . . . . . . . . . . . 66
9.8 Direct Rollovers . . . . . . . . . . . . . . . . . . . . . . . . . . 66
ARTICLE X. THE COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . 68
10.1 Creation of a Committee. . . . . . . . . . . . . . . . . . . . . . . 68
10.2 Committee Action . . . . . . . . . . . . . . . . . . . . . . . . . . 68
10.3 Authorized Signatory . . . . . . . . . . . . . . . . . . . . . . . . 68
10.4 Powers and Duties. . . . . . . . . . . . . . . . . . . . . . . . . . 68
10.5 Non-Discrimination . . . . . . . . . . . . . . . . . . . . . . . . . 68
10.6 Records and Reports. . . . . . . . . . . . . . . . . . . . . . . . . 69
10.7 Reliance on Professional Advice. . . . . . . . . . . . . . . . . . . 69
10.8 Payment of Expenses. . . . . . . . . . . . . . . . . . . . . . . . . 69
10.9 Limitation of Liability. . . . . . . . . . . . . . . . . . . . . . . 69
10.1 Payment Certification to Trustee . . . . . . . . . . . . . . . . . . 69
10.1 Claims Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . 70
ARTICLE XI. PARTICIPANT VOLUNTARY CONTRIBUTIONS. . . . . . . . . . . . . 71
11.1 Voluntary Contributions. . . . . . . . . . . . . . . . . . . . . . . 71
11.2 Accounting Procedures. . . . . . . . . . . . . . . . . . . . . . . . 71
11.3 Withdrawals. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
11.4 Transfers From Other Trusts. . . . . . . . . . . . . . . . . . . . . 72
ARTICLE XII. INSURANCE CONTRACTS . . . . . . . . . . . . . . . . . . . . 73
12.1 Trustee To Procure Contracts . . . . . . . . . . . . . . . . . . . . 73
12.2 Substandard Lives. . . . . . . . . . . . . . . . . . . . . . . . . . 73
12.3 Rules Applicable To Contracts. . . . . . . . . . . . . . . . . . . . 74
12.4 Increases or Decreases in Benefits . . . . . . . . . . . . . . . . . 75
12.5 Deferred Retirement. . . . . . . . . . . . . . . . . . . . . . . . . 75
12.6 Premium Continuation . . . . . . . . . . . . . . . . . . . . . . . . 76
12.7 Conflicts With Plan Terms. . . . . . . . . . . . . . . . . . . . . . 76
ARTICLE XIII. GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . 77
13.1 No Right of Continued Employment . . . . . . . . . . . . . . . . . . 77
13.2 Non-Alienation of Interest . . . . . . . . . . . . . . . . . . . . . 77
13.3 Incompetence of Participants and Beneficiaries . . . . . . . . . . . 77
13.4 Separate Employer Trusts Maintained. . . . . . . . . . . . . . . . . 77
13.5 Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
13.6 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
13.7 Gender and Number. . . . . . . . . . . . . . . . . . . . . . . . . . 78
13.8 Titles and Headings. . . . . . . . . . . . . . . . . . . . . . . . . 78
13.9 Counterparts as Original . . . . . . . . . . . . . . . . . . . . . . 78
13.1 Failure of Employer's Plan to Qualify. . . . . . . . . . . . . . . . 78
13.1 Exclusive Benefit. . . . . . . . . . . . . . . . . . . . . . . . . . 78
13.1 Proper Payee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
ARTICLE XIV. LOANS . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
14.1 Loans to Participants. . . . . . . . . . . . . . . . . . . . . . . . 80
14.2 Transactions Treated as Loans. . . . . . . . . . . . . . . . . . . . 81
14.3 Provisions to be Applied in a Uniform and Nondiscriminatory Manner . 81
14.4 Satisfaction of Loan . . . . . . . . . . . . . . . . . . . . . . . . 81
14.5 Loans to Owner-Employees or Shareholder-Employees. . . . . . . . . . 81
ARTICLE XV. TOP-HEAVY PROVISIONS. . . . . . . . . . . . . . . . . . . . . 83
15.1 Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
15.2 Vesting Schedules. . . . . . . . . . . . . . . . . . . . . . . . . . 86
15.3 Minimum Accrued Benefit. . . . . . . . . . . . . . . . . . . . . . . 87
15.4 Adjustment For Benefit Other Than Life Annuity . . . . . . . . . . . 88
15.5 Adjustment to Defined Benefit Fraction and
Defined Contribution Fraction under Section 8.1. . . . . . . . . . 88
ARTICLE XVI. AMENDMENT AND TERMINATION . . . . . . . . . . . . . . . . . 89
16.1 Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
16.2 Participating Employers. . . . . . . . . . . . . . . . . . . . . . . 90
16.3 Amended and Restated Plans . . . . . . . . . . . . . . . . . . . . . 91
16.4 Plan Merger and Consolidation or Transfer of Plan Assets . . . . . . 91
16.5 Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
ARTICLE XVII. PAIRED PLAN PROVISIONS . . . . . . . . . . . . . . . . . . 93
17.1 Compliance with Section 415(e) of the Code . . . . . . . . . . . . . 93
17.2 Adjustment of Combined Plan Fractions under
Section 415 of the Code for Top-Heavy
Ratio In Excess of Ninety Percent (90%). . . . . . . . . . . . . . 93
17.3 Top Heavy Minimum Benefits and Contributions . . . . . . . . . . . . 93
17.4 Integration of Paired Plans. . . . . . . . . . . . . . . . . . . . . 94
DREYFUS PROTOTYPE
BASIC PLAN DOCUMENT NO. 01
DREYFUS PROTOTYPE DEFINED CONTRIBUTION PLAN
TABLE OF CONTENTS
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 "Account" . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 "Act" . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.3 "Actual Deferral Percentage". . . . . . . . . . . . . . . 1
1.4 "Adoption Agreement". . . . . . . . . . . . . . . . . . . 1
1.5 "Affiliated Employer" . . . . . . . . . . . . . . . . . . 1
1.6 "Anniversary Date". . . . . . . . . . . . . . . . . . . . 1
1.7 "Annuity Starting Date" . . . . . . . . . . . . . . . . . 1
1.8 "Average Actual Deferral Percentage". . . . . . . . . . . 1
1.9 "Average Contribution Percentage" . . . . . . . . . . . . 2
1.10 "Beneficiary" or "Beneficiaries". . . . . . . . . . . . . 2
1.11 "Board of Directors" . . . . . . . . . . . . . . . . . . 2
1.12 "CODA". . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.13 "Code". . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.14 "Committee" . . . . . . . . . . . . . . . . . . . . . . . 2
1.15 "Compensation". . . . . . . . . . . . . . . . . . . . . . 2
1.16 "Contribution Percentage" . . . . . . . . . . . . . . . . 4
1.17 "Contribution Percentage Amounts" . . . . . . . . . . . . 4
1.18 "Early Retirement Age". . . . . . . . . . . . . . . . . . 4
1.19 "Earned Income" . . . . . . . . . . . . . . . . . . . . . 4
1.20 "Easy Retirement Plan". . . . . . . . . . . . . . . . . . 4
1.21 "Effective Date". . . . . . . . . . . . . . . . . . . . . 4
1.22 "Elective Deferrals". . . . . . . . . . . . . . . . . . . 5
1.23 "Eligible Employee" . . . . . . . . . . . . . . . . . . . 5
1.24 "Eligibility Year(s) of Service". . . . . . . . . . . . . 5
1.25 "Employee". . . . . . . . . . . . . . . . . . . . . . . . 6
1.26 "Employer". . . . . . . . . . . . . . . . . . . . . . . . 7
1.27 "Employment Commencement Date". . . . . . . . . . . . . . 7
1.28 "Entry Date". . . . . . . . . . . . . . . . . . . . . . . 7
1.29 "Excess Aggregate Contributions". . . . . . . . . . . . . 7
1.30 "Excess Contributions". . . . . . . . . . . . . . . . . . 7
1.31 "Excess Elective Deferrals" . . . . . . . . . . . . . . . 7
1.32 "Family Member" . . . . . . . . . . . . . . . . . . . . . 7
1.33 "Fund". . . . . . . . . . . . . . . . . . . . . . . . . . 7
1.34 "Highly Compensated Employee" . . . . . . . . . . . . . . 7
1.35 "Hour of Service" . . . . . . . . . . . . . . . . . . . . 9
1.36 "Integration Level" . . . . . . . . . . . . . . . . . . . 10
1.37 "Matching Contribution" . . . . . . . . . . . . . . . . . 10
1.38 "Net Profits" . . . . . . . . . . . . . . . . . . . . . . 10
1.39 "Non-Highly Compensated Employee" . . . . . . . . . . . . 10
1.40 "Normal Retirement Age" . . . . . . . . . . . . . . . . . 10
1.41 "Owner-Employee". . . . . . . . . . . . . . . . . . . . . 11
1.42 "Participant" . . . . . . . . . . . . . . . . . . . . . . 11
1.43 "Participating Employer". . . . . . . . . . . . . . . . . 12
1.44 "Period of Severance" . . . . . . . . . . . . . . . . . . 12
1.45 "Plan". . . . . . . . . . . . . . . . . . . . . . . . . . 12
1.46 "Plan Year" . . . . . . . . . . . . . . . . . . . . . . . 12
1.47 "Prototype Plan". . . . . . . . . . . . . . . . . . . . . 12
1.48 "Qualified Matching Contributions". . . . . . . . . . . . 12
1.49 "Qualified Nonelective Contributions" . . . . . . . . . . 12
1.50 "ReEmployment Commencement Date". . . . . . . . . . . . . 12
1.51 "Regular Account" . . . . . . . . . . . . . . . . . . . . 13
1.52 "S-Corporation" . . . . . . . . . . . . . . . . . . . . . 13
1.53 "Self-Employed Individual". . . . . . . . . . . . . . . . 13
1.54 "Service" . . . . . . . . . . . . . . . . . . . . . . . . 13
1.55 "Service Break" . . . . . . . . . . . . . . . . . . . . . 14
1.56 "Severance from Service Date" . . . . . . . . . . . . . . 14
1.57 "Shareholder-Employee". . . . . . . . . . . . . . . . . . 14
1.58 "Sponsor" . . . . . . . . . . . . . . . . . . . . . . . . 15
1.59 "Taxable Wage Base" . . . . . . . . . . . . . . . . . . . 15
1.60 "Thrift Contributions". . . . . . . . . . . . . . . . . . 15
1.61 "Total and Permanent Disability". . . . . . . . . . . . . 15
1.62 "Trustee" or "Custodian". . . . . . . . . . . . . . . . . 15
1.63 "Trust Agreement" or "Custodial Agreement". . . . . . . . 15
1.64 "Valuation Date". . . . . . . . . . . . . . . . . . . . . 15
1.65 "Voluntary Contributions" . . . . . . . . . . . . . . . . 16
PARTICIPATION. . . . . . . . . . . . . . . . . . . . . . . . . 16
2.1 Membership. . . . . . . . . . . . . . . . . . . . . . . . 16
2.2 Excluded Employees. . . . . . . . . . . . . . . . . . . . 16
2.3 Reemployment. . . . . . . . . . . . . . . . . . . . . . . 16
2.4 Change in Employment Status . . . . . . . . . . . . . . . 17
2.5 Limitations on Participation of Owner-Employees . . . . . 17
CONTRIBUTIONS AND CREDITS TO MONEY PURCHASE PLANS. . . . . . . . . . 18
3.1 Employer Contributions. . . . . . . . . . . . . . . . . . 18
3.2 Forfeitures . . . . . . . . . . . . . . . . . . . . . . . 18
3.3 Credit to Participants. . . . . . . . . . . . . . . . . . 19
CONTRIBUTIONS AND CREDITS TO PROFIT SHARING PLANS. . . . . . . . . . 21
4.1 Limits on Employer Contributions. . . . . . . . . . . . . 21
4.2 Forfeitures . . . . . . . . . . . . . . . . . . . . . . . 22
4.3 Employer Discretionary Contributions. . . . . . . . . . . 22
4.4 401(k) Cash or Deferred Arrangements ("CODA")/Thrift
Contributions . . . . . . . . . . . . . . . . . . . . . . 25
4.5 Maximum Amount of Elective Deferrals. . . . . . . . . . . 28
4.6 Average Actual Deferral Percentage Tests. . . . . . . . . 29
4.7 Average Contribution Percentage Tests . . . . . . . . . . 34
4.8 Non-Hardship Withdrawals. . . . . . . . . . . . . . . . . 38
4.9 Distribution on Account of Financial Hardship . . . . . . 39
4.10 Special Distribution Rules. . . . . . . . . . . . . . . . 42
CONTRIBUTIONS AND CREDITS TO TARGET BENEFIT PLANS. . . . . . . . . . 42
CONTRIBUTION AND ALLOCATION LIMITS . . . . . . . . . . . . . . . . . 43
6.1 Timing of Contributions . . . . . . . . . . . . . . . . . 43
6.2 Deductibility of Contributions. . . . . . . . . . . . . . 43
6.3 Return of Employer Contributions. . . . . . . . . . . . . 43
6.4 Limitation on Allocations . . . . . . . . . . . . . . . . 44
6.5 Separate Accounts . . . . . . . . . . . . . . . . . . . . 53
6.6 Valuation . . . . . . . . . . . . . . . . . . . . . . . . 53
6.7 Segregation of Former Participant's Account . . . . . . . 54
VESTING. . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
7.1 Vested Interest . . . . . . . . . . . . . . . . . . . . . 54
7.2 Vesting of a Participant. . . . . . . . . . . . . . . . . 55
7.3 Amendment of Vesting Provisions . . . . . . . . . . . . . 55
7.4 Forfeitures. . . . . . . . . . . . . . . . . . . . . . . . 56
BENEFITS ON RETIREMENT AND SEPARATION FROM SERVICE . . . . . . .57
8.1 Commencement of Benefits. . . . . . . . . . . . . . . .57
8.2 Automatic Annuity Requirements . . . . . . . . . . . . . . .60
8.3 Profit Sharing Plans: Exception from Automatic Annuity
Requirements. . . . . . . . . . . . . . . . . . . . . . . 64
8.4 Transitional Rules Applicable to Joint and Survivor Annuities 64
8.5 Required Payment of Benefits. . . . . . . . . . . . . . . 66
8.6 Available Forms of Distribution . . . . . . . . . . . . . 73
8.7 Certain Distributions . . . . . . . . . . . . . . . . . . 73
8.8 Forfeitures . . . . . . . . . . . . . . . . . . . . . . . 74
DEATH BENEFITS . . . . . . . . . . . . . . . . . . . . . . . . 74
9.1 Payment to Beneficiary. . . . . . . . . . . . . . . . . . 74
9.2 Method of Payment . . . . . . . . . . . . . . . . . . . . 74
PARTICIPANT CONTRIBUTIONS; ROLLOVERS . . . . . . . . . . . . . 75
10.1 Voluntary Contributions . . . . . . . . . . . . . . . . . 75
10.2 Voluntary Tax-Deductible Contributions. . . . . . . . . . 75
10.3 Transfers From Other Trusts . . . . . . . . . . . . . . . 76
INSURANCE POLICIES . . . . . . . . . . . . . . . . . . . . . . 77
11.1 Policy Procurement. . . . . . . . . . . . . . . . . . . . 77
11.2 Rules and Regulations . . . . . . . . . . . . . . . . . . 77
11.3 Transfer of Policies. . . . . . . . . . . . . . . . . . . 78
11.4 Payment Upon Death. . . . . . . . . . . . . . . . . . . . 79
11.5 Plan Provisions Control . . . . . . . . . . . . . . . . . 79
LOANS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
12.1 Loans to Participants . . . . . . . . . . . . . . . . . . 79
12.2 Provisions to be Applied in a Uniform and Nondiscriminatory
Manner . . . . . . . . . . . . . . . . . . . . . . . . . 81
12.3 Satisfaction of Loan. . . . . . . . . . . . . . . . . . . 81
12.4 Loans to Owner-Employees or Shareholder-Employees . . . . 81
TOP-HEAVY PROVISIONS . . . . . . . . . . . . . . . . . . . . . 82
13.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . 82
13.2 Vesting Schedules . . . . . . . . . . . . . . . . . . . . 85
13.3 Minimum Allocation. . . . . . . . . . . . . . . . . . . . 86
13.4 Adjustment to Defined Benefit Fraction and Defined Contribution
Fraction under section 6.4. . . . . . . . . . . . . . . . 87
THE COMMITTEE. . . . . . . . . . . . . . . . . . . . . . . . . 87
14.1 Creation of a Committee . . . . . . . . . . . . . . . . . 87
14.2 Committee Action. . . . . . . . . . . . . . . . . . . . . 87
14.3 Authorized Signatory. . . . . . . . . . . . . . . . . . . 88
14.4 Powers and Duties . . . . . . . . . . . . . . . . . . . . 88
14.5 Nondiscrimination . . . . . . . . . . . . . . . . . . . . 88
14.6 Records and Reports . . . . . . . . . . . . . . . . . . . 88
14.7 Reliance on Professional Advice . . . . . . . . . . . . . 88
14.8 Payment of Expenses . . . . . . . . . . . . . . . . . . . 88
14.9 Limitation of Liability . . . . . . . . . . . . . . . . . 89
14.10 Payment Certification to Trustee . . . . . . . . . . 89
14.11 Claims Procedure . . . . . . . . . . . . . . . . . . 89
GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . 90
15.1 No Right of Continued Employment. . . . . . . . . . . . . 90
15.2 Nonalienation of Interest . . . . . . . . . . . . . . . . 90
15.3 Incompetence of Participants and Beneficiaries. . . . . . 90
15.4 Unclaimed Benefits. . . . . . . . . . . . . . . . . . . . 91
15.5 Separate Employer Trusts Maintained . . . . . . . . . . . 91
15.6 Governing Law . . . . . . . . . . . . . . . . . . . . . . 91
15.7 Severability. . . . . . . . . . . . . . . . . . . . . . . 91
15.8 Gender and Number . . . . . . . . . . . . . . . . . . . . 91
15.9 Titles and Headings . . . . . . . . . . . . . . . . . . . 92
15.10 Failure of Employer's Plan to Qualify. . . . . . . . 92
15.11 Exclusive Benefit. . . . . . . . . . . . . . . . . . 92
15.12 Action by Employer . . . . . . . . . . . . . . . . . 92
AMENDMENT AND TERMINATION. . . . . . . . . . . . . . . . . . . 92
16.1 Amendment . . . . . . . . . . . . . . . . . . . . . . . . 92
16.2 Termination and Partial Termination . . . . . . . . . . . 93
16.3 Plan Merger and Consolidation or Transfer of Plan Assets. 94
16.4 Amended and Restated Plans. . . . . . . . . . . . . . . . 94
16.5 Participating Employers . . . . . . . . . . . . . . . . . 95
PAIRED PLAN PROVISIONS . . . . . . . . . . . . . . . . . . . . 96
17.1 Compliance With Section 415(e) of the Code. . . . . . . . 96
17.2 Adjustment of Combined Plan Fractions Under Section 415 of the
Code for Top-Heavy Ratio in Excess of Ninety Percent (90%) 96
17.3 Top-Heavy Minimum Benefits and Contributions. . . . . . . 96
17.4 Integration of Paired Plans . . . . . . . . . . . . . . . 97
DREYFUS PROTOTYPE DEFINED CONTRIBUTION PLAN
BASIC PLAN DOCUMENT NO. 01
ARTICLE I.
DEFINITIONS
1.1 "Account" shall mean any one of the accounts maintained by the Committee
for each Participant in accordance with Section 6.5.
1.2 "Act" shall mean the Employee Retirement Income Security Act of 1974, as
amended.
1.3 "Actual Deferral Percentage" shall mean the ratio (expressed as a
percentage) of Elective Deferrals (including Excess Elective Deferrals),
Qualified Matching Contributions, and Qualified Nonelective Contributions
paid over to the Fund on behalf of an Eligible Participant for the Plan
Year to the Eligible Participant's Compensation for the Plan Year. The
Actual Deferral Percentage of an Eligible Participant who does not make
an Elective Deferral, and who does not receive an allocation of a
Qualified Matching Contribution or a Qualified Nonelective Contribution,
is zero.
1.4 "Adoption Agreement" shall mean the document executed by the adopting
Employer which contains all the options which may be selected and which
incorporates this Prototype Plan by reference.
1.5 "Affiliated Employer" shall mean any corporation which is a member of a
controlled group of corporations (as defined in section 414(b) of the
Code) which includes the Employer; any trade or business (whether or not
incorporated) which is under common control (as defined in section 414(c)
of the Code) with the Employer; any organization (whether or not
incorporated) which is a member of an affiliated service group (as defined
in section 414(m) of the Code) which includes the Employer; and any other
entity required to be aggregated with the Employer pursuant to regulations
under section 414(o) of the Code.
1.6 "Anniversary Date" unless otherwise defined in the Adoption Agreement,
shall mean the first day of the Plan Year. If the initial Plan Year is
less than a 12 month period, the Anniversary Date shall mean the first day
of the 12 consecutive month period designated as the Plan Year in the
Adoption Agreement.
1.7 "Annuity Starting Date" shall mean the first day of the first period for
which an amount is paid as an annuity or any other form.
1.8 "Average Actual Deferral Percentage" shall mean the average (expressed as
a percentage) of the Actual Deferral Percentages of the Eligible
Participants in a group.
1.9 "Average Contribution Percentage" shall mean the average (expressed as a
percentage) of the Contribution Percentages of the Eligible Participants
in a group.
1.10 "Beneficiary" or "Beneficiaries" shall mean one or more persons designated
as such by a Participant to receive his interest in the Fund in the event
of the death of the Participant.
1.11 "Board of Directors" shall mean the Board of Directors of the Employer if
the Employer is an incorporated business entity.
1.12 "CODA" shall mean a cash or deferred arrangement qualified under section
401(k) of the Code.
1.13 "Code" shall mean the Internal Revenue Code of 1986, as amended.
1.14 "Committee" shall mean the person or persons appointed by the Employer to
administer the Plan in accordance with Article XIV. If the Plan is an
Easy Retirement Plan or if no such Committee is appointed by the Employer,
the Employer shall act as the Committee.
1.15 "Compensation", unless otherwise specified in the Adoption Agreement,
shall mean, in the case of an Employee other than a Self-Employed
Individual, his wages as defined in section 3401(a) of the Code and all
other payments of compensation to the Employee by the Employer (in the
course of the Employer's trade or business) for which the Employer is
required to furnish the Employee a written statement under sections
6041(d) and 6051(a)(3) of the Code, determined without regard to any rules
under section 3401(a) of the Code that limit the remuneration included in
wages based on the nature or location of the employment or the services
performed, which are actually paid during the applicable period. In the
case of a Self-Employed Individual, Compensation shall mean his Earned
Income. Unless otherwise specified in the Adoption Agreement, the
applicable period shall be the Plan Year. If elected by the employer in
the Adoption Agreement, Compensation shall also include Employer
contributions made pursuant to a salary reduction agreement with an
Employee which are not currently includible in the gross income of the
Employee by reason of the application of sections 125, 402(e)(3),
402(h)(1)(B) or 403(b) of the Code. Compensation shall include Excess
Contributions which are recharacterized in accordance with Section 4.6(d)
to the extent that Elective Deferrals are included in Compensation.
Solely for purposes of determining Actual Deferral Percentages and
Contribution Percentages, Compensation, if the Plan is a non-standardized
plan, shall be determined without regard to any exclusions which may be
elected in the Adoption Agreement. Solely for purposes of determining
Actual Deferral Percentages and Contribution Percentages, the applicable
period for determining the amount of an Employee's Compensation shall be
limited to the period during which the Employee was an Eligible
Participant.
For Plan Years beginning on or after January 1, 1989, annual Compensation
shall not include amounts in excess of $200,000, as adjusted by the
Secretary of the Treasury at the same time and in the same manner as under
section 415(d) of the Code except that the dollar increases in effect on
January 1 of any calendar year is effective for Plan Years beginning in
such calendar year and the first adjustment to the $200,000 limitation is
effective on January 1, 1990.
For Plan Years beginning on or after January 1, 1994, the annual
Compensation of each Participant taken into account for determining all
benefits provided under the Plan for any Plan Year shall not exceed
$150,000, as adjusted for increases in the cost-of-living in accordance
with section 401(a)(17)(B) of the Code. The cost-of-living adjustment in
effect for a calendar year applies to the applicable period beginning in
such calendar year.
If an applicable period consists of fewer than 12 months, the annual
Compensation limit is an amount equal to the otherwise applicable annual
Compensation limit multiplied by a fraction, the numerator of which is the
number of months in the short applicable period, and the denominator of
which is 12.
In determining Compensation for purposes of the annual Compensation limit,
the family member rules of Section 414(q)(6) of the Code shall apply
except that in applying such rules, the term "family" shall include only
the Employee's spouse and any lineal descendants who have not attained age
19 before the close of the Plan Year. If, as a result of the application
of such family member rule the annual compensation limit is exceeded,
then (except for purposes of determining the portion of Compensation up
to the Integration Level if this Plan is integrated with Social Security),
the annual compensation limit shall be prorated among the affected
individuals in proportion to each such individual's Compensation as
determined under this Section prior to the application of such limitation.
If Compensation for any prior applicable period is taken into account in
determining a Participant's allocations for the current Plan Year, the
Compensation for such prior applicable period is subject to the applicable
annual Compensation limit in effect for that prior period. For this
purpose, in determining allocations in Plan Years beginning on or after
January 1, 1989, the annual Compensation limit in effect for applicable
periods beginning before that date is $200,000. In addition, in
determining allocations in Plan Years beginning on or after January 1,
1994, the annual Compensation limit in effect for applicable periods
beginning before that date is $150,000.
1.16 "Contribution Percentage" shall mean the ratio (expressed as a percentage)
of an Eligible Participant's Contribution Percentage Amounts to the
Eligible Participant's Compensation for the Plan Year.
1.17 "Contribution Percentage Amounts" shall mean the sum of the Thrift
Contributions (including amounts recharacterized in accordance with
Section 4.6(d)), Voluntary Contributions and Matching Contributions under
the Plan on behalf of an Eligible Participant for the Plan Year. Such
Contribution Percentage Amounts shall not include Matching Contributions
that are forfeited either to correct Excess Aggregate Contributions or
because the contributions to which they relate are Excess Elective
Deferrals, Excess Contributions, or Excess Aggregate Contributions. Such
Contribution Percentage Amounts shall include forfeitures of Excess
Aggregate Contributions or Matching Contributions allocated to the
Eligible Participant's Employer Matching Contribution Account, which shall
be taken into account in the year in which such forfeiture is allocated.
1.18 "Early Retirement Age" shall mean the date a Participant satisfies the age
and service requirements for early retirement, if any, specified in the
Adoption Agreement. Upon reaching his Early Retirement Age, a
Participant's right to his account balance shall be nonforfeitable,
notwithstanding the Plan's vesting schedule. If a Participant separates
from service before satisfying the age requirement for early retirement,
but has satisfied the service requirement, the Participant will be
entitled to elect to receive an early retirement benefit upon satisfaction
of such age requirement.
1.19 "Earned Income" shall mean the annual net earnings from self-employment
in the trade or business with respect to which the Plan is established,
provided that personal services of the individual are a material
income-producing factor. Net earnings will be determined without regard
to items not included in gross income and the deductions allocable to such
items. Net earnings are reduced by contributions by the Employer to a
qualified plan to the extent deductible under section 404 of the Code.
Net earnings shall be determined with regard to the deduction allowed to
the Employer by section 164(f) of the Code for taxable years beginning
after December 31, 1989.
1.20 "Easy Retirement Plan" shall mean a Plan established under Dreyfus Easy
Standardized/Paired Prototype Money Purchase Retirement Plan No. 01005,
Dreyfus Easy Standardized/Paired Prototype Profit Sharing Retirement Plan
No. 01006, or Dreyfus Standardized/Paired Prototype Defined Benefit Plan
No. 02001.
1.21 "Effective Date" shall mean the date specified in the Adoption Agreement.
1.22 "Elective Deferrals" shall mean any Employer contributions made to the
Plan at the election of the Participant, in lieu of cash compensation, and
shall include contributions made pursuant to a salary reduction agreement
or other deferral mechanism. With respect to any taxable year, a
Participant's Elective Deferrals are the sum of all Employer contributions
made on behalf of such Participant pursuant to an election to defer under
any CODA, any simplified employee pension cash or deferred arrangement as
described in section 402(h)(1)(B), any eligible deferred compensation plan
under section 457, any plan as described under section 501(c)(18), and any
Employer contributions made on behalf of a Participant for the purchase
of an annuity contract under section 403(b) pursuant to a salary reduction
agreement. Elective Deferrals shall not include any deferrals properly
distributed as an Excess Amount pursuant to Section 6.4(d).
1.23 "Eligible Employee" shall mean each Employee who is not excluded from
eligibility to participate in the Plan under the Adoption Agreement. If
the Plan is an Easy Retirement Plan, Eligible Employee shall mean each
Employee who is not (i) included in a unit of Employees covered by a
collective bargaining agreement between the Employer and employee
representatives, if retirement benefits were the subject of good faith
bargaining, or (ii) a nonresident alien who received no income from the
Employer which constitutes income from sources within the United States.
For purposes of the preceding sentence, "employee representatives" does
not include any organization more than half of whose members are Employees
who are owners, officers, or executives of the Employer.
1.24 "Eligibility Year(s) of Service" shall mean the twelve (12) consecutive
month period commencing on an Employee's Employment Commencement Date and
anniversaries thereof, during which the Employee worked at least one
thousand (1,000) Hours of Service (or such lesser number of Hours of
Service specified in the Adoption Agreement).
In the case of an Employee in the maritime industry whose compensation is
determined based on days of service, 125 days of service shall be treated
as 1,000 Hours of Service (or such lesser number of Hours of Service as
specified in the Adoption Agreement). For purposes of the preceding
sentence "maritime industry" shall mean that industry in which Employees
perform duties on board commercial, exploratory, service or other vessels
moving on the high seas, inland waterways, Great Lakes, coastal zones,
harbors and noncontiguous areas, or on offshore ports, platforms or other
similar sites.
In the case of a Participant, who does not have any nonforfeitable right
to the account balance derived from Employer contributions, Eligibility
Year(s) of Service before a period of consecutive one (1) year Service
Breaks will not be taken into account in computing Eligibility Years of
Service, if the number of consecutive one (1) year Service Breaks in such
period equals or exceeds the greater of five (5) or the aggregate number
of Eligibility Years of Service before such break. Such aggregate number
of Eligibility Years of Service will not include any Eligibility Year of
Service disregarded under the preceding sentence by reason of prior
Service Breaks.
Notwithstanding the above, if the Adoption Agreement provides for full and
immediate vesting upon completion of the eligibility requirements and an
Employee has incurred a one (1) year Service Break before satisfying the
Plan's eligibility requirements, all Eligibility Year(s) of Service before
such Service Break will not be taken into account.
If the elapsed time method of crediting service is specified in the
Adoption Agreement, an Employee shall receive credit for Service, except
for credit which may be disregarded under this Section or Section 2.3, for
the aggregate of all time periods commencing on his Employment
Commencement Date or Re-Employment Commencement Date and ending on his
Severance from Service Date. An Employee shall also receive credit for
any Period of Severance of less than twelve (12) months. Fractional
periods of a year shall be expressed in terms of days.
1.25 "Employee" shall mean an Owner-Employee, a Self-Employed Individual,
a Shareholder-Employee and any other person employed by the Employer
or any Affiliated Employer.
A "leased employee" shall also be treated as an Employee. The term
"leased employee" means any person (other than an employee of the
recipient employer) who pursuant to an agreement between the recipient
employer and any other person ("leasing organization") has performed
services for the recipient employer (or for the recipient employer and
related persons determined in accordance with section 414(n)(6) of the
Code) on a substantially full-time basis for a period of at least one
year, and such services are of a type historically performed by employees
in the business field of the recipient employer. Contributions or
benefits provided a leased employee by the leasing organization which are
attributable to services performed for the recipient employer shall be
treated as provided by the recipient employer.
Notwithstanding the preceding paragraph, a leased employee shall not be
considered an employee of the recipient employer if: (i) such employee is
covered by a money purchase pension plan providing (1) a nonintegrated
employer contribution rate of at least ten percent (10%) of compensation,
as defined in section 415(c)(3) of the Code, but including amounts
contributed pursuant to a salary reduction agreement which are excludable
from the employee's gross income under section 125, section 402(a)(8),
section 402(h) or section 403(b) of the Code, (2) immediate participation,
and (3) full and immediate vesting; and (ii) leased employees do not
constitute more than twenty percent (20%) of the recipient employer's
non-highly compensated workforce.
1.26 "Employer" shall mean the corporation, partnership, proprietorship or
other business entity which shall adopt the Plan or any successor thereof.
1.27 "Employment Commencement Date" shall mean the first date with respect to
which an Employee performs an Hour of Service.
1.28 "Entry Date", unless otherwise specified in the Adoption Agreement, shall
mean the first day of the Plan Year and the first day of the seventh month
of the Plan Year. The initial Entry Date shall not precede the original
effective date of the Plan.
1.29 "Excess Aggregate Contributions" shall mean, with respect to any Plan
Year, the excess of the aggregate Contribution Percentage Amounts taken
into account in computing the numerator of the Contribution Percentage,
actually made on behalf of Highly Compensated Employees for such Plan
Year, over the maximum Contribution Percentage Amounts permitted by the
Average Contribution Percentage tests of Section 4.7 (determined by
reducing contributions made on behalf of Highly Compensated Employees in
order of their Contribution Percentages, beginning with the highest of
such percentages).
1.30 "Excess Contributions" shall mean, with respect to any Plan Year, the
excess of the aggregate amount of Elective Deferrals, Qualified
Nonelective Contributions, and Qualified Matching Contributions actually
taken into account in computing the Actual Deferral Percentage of Highly
Compensated Employees for such Plan Year, over the maximum amount of such
contributions permitted under the Average Actual Deferral Percentage tests
of Section 4.6 (determined by reducing contributions made on behalf of
Highly Compensated Employees in order of their Actual Deferral
Percentages, beginning with the highest of such percentages).
1.31 "Excess Elective Deferrals" shall mean a Participant's Elective Deferrals
for a taxable year in excess of the adjusted dollar limitation of section
402(g) of the Code.
1.32 "Family Member" shall, with respect to a five percent (5%) owner or top
ten Highly Compensated Employee described in section 414(q)(6)(A) of the
Code, include the spouse and lineal ascendants and descendants of an
Employee or former Employee and the spouses of such lineal ascendants and
descendants. The determination of who is a Family Member will be made in
accordance with section 414(q) of the Code.
1.33 "Fund" shall mean all property received by the Trustee or Custodian for
purposes of the Plan, investments thereof and earnings thereon, less
payments made by the Trustee to carry out the Plan.
1.34 "Highly Compensated Employee" shall include highly compensated active
employees and highly compensated former employees.
A highly compensated active employee includes any Employee who performs
services for the Employer or any Affiliated Employer during the
determination year and who, during the look-back year: (i) received
Compensation from the Employer or any Affiliated Employer in excess of
$75,000 (as adjusted pursuant to section 415(d) of the Code); (ii)
received Compensation from the Employer or any Affiliated Employer in
excess of $50,000 (as adjusted pursuant to section 415(d) of the Code) and
was a member of the top-paid group for such year; or (iii) was an officer
of the Employer or any Affiliated Employer and received Compensation
during such year that is greater than fifty percent (50%) of the dollar
limitation in effect under section 415(b)(1)(A) of the Code. The term
Highly Compensated Employee also includes: (i) an Employee who is
described in the preceding sentence if the term "determination year" is
substituted for the term "look-back year" and the Employee is one of the
100 most highly compensated Employees of the Employer or any Affiliated
Employer during the Plan Year; and (ii) an Employee who is a five percent
(5%) owner of the Employer or any Affiliated Employer at any time during
the look-back year or determination year.
If no officer has satisfied the compensation requirement of (iii) above
during either a determination year or look-back year, the highest paid
officer for such year shall be treated as a Highly Compensated Employee.
For this purpose, the determination year shall be the Plan Year, and the
look-back year shall be the twelve (12) month period immediately preceding
the determination year unless the Employer has elected to use the calendar
year ending with or within the determination year as the look-back year
for purposes of its employee benefit plans. If the Employer has so
elected to use such calendar year as the look-back year for its employee
benefit plans, the determination year shall be the "lag period," if any,
by which the applicable determination year extends beyond such calendar
year.
A highly compensated former employee includes any Employee who terminated
employment (or was deemed to have terminated) prior to the determination
year, performs no service for the Employer or any Affiliated Employer
during the determination year, and was a highly compensated active
employee for either the separation year or any determination year ending
on or after the Employee's 55th birthday.
If an Employee is, during a determination year or look-back year, a Family
Member of either a five percent (5%) owner who is an active or former
Employee or a Highly Compensated Employee who is one of the 10 most Highly
Compensated Employees of the Employer or any Affiliated Employer during
such year, then the Family Member and the five percent (5%) owner or
top-10 Highly Compensated Employee shall be aggregated. The Family Member
and five percent (5%) owner or top-10 Highly Compensated Employee shall
be treated as a single Employee receiving Compensation and Plan
contributions equal to the sum of Compensation and contributions of the
Family Member and five percent (5%) owner or top-10 Highly Compensated
Employee.
The determination of who is a Highly Compensated Employee, including the
determinations of the number and identify of employees in top-paid group,
the top 100 employees, the number of employees treated as officers and the
compensation that is considered, will be made in accordance with section
414(q) of the Code and the regulations thereunder.
1.35 "Hour of Service" shall mean:
(a) Each hour for which an Employee is compensated by the Employer, or
is entitled to be so compensated, for services rendered by him to the
Employer. These hours will be credited to the Employee for the
computation period in which the duties are performed; and
(b) Each hour for which an Employee is compensated by the Employer, or
is entitled to be so compensated, on account of a period of time
during which no services are rendered by him to the Employer
(regardless of whether the Employee shall have ceased to be an
Employee) due to vacation, holiday, illness, incapacity (including
disability), layoff, jury duty, military duty or leave of absence.
No more than five hundred and one (501) Hours of Service shall be
credited pursuant to this subparagraph (b) on account of any single
continuous period during which an Employee renders no services to the
Employer (whether or not such period occurs in a single computation
period). Hours under this paragraph will be calculated and credited
pursuant to section 2530.200b-2 of the Department of Labor
Regulations which are incorporated herein by this reference; and
(c) Each hour for which back pay, without regard to mitigation of
damages, has been awarded or agreed to by the Employer. The same
Hours of Service shall not be credited both under subparagraph (a)
or subparagraph (b), whichever shall be applicable, and also under
this subparagraph (c). The hours will be credited to the Employee
for the computation period or periods to which the award or agreement
pertains rather than the computation period in which the award,
agreement or payment is made.
Hours of Service will be credited for employment with an Affiliated
Employer. Hours of Service will also be credited for employment with
a predecessor employer if the Employer maintains the plan of such
predecessor or the Employer so elects in the Adoption Agreement.
Hours of Service will also be credited for any individual considered
an Employee under sections 414(n) or 414(o) of the Code or the
regulations thereunder.
Solely for purposes of determining whether a Service Break, as
defined in Section 1.54, for participation and vesting purposes has
occurred in a computation period, an individual who is absent from
work for maternity or paternity reasons shall receive credit for the
Hours of Service which would otherwise have been credited to such
individual but for such absence, or in any case in which such hours
cannot be determined, eight (8) Hours of Service per day of such
absence. For purposes of this paragraph, an absence from work for
maternity or paternity reasons means an absence (1) by reason of the
pregnancy of the individual, (2) by reason of a birth of a child of
the individual, (3) by reason of the placement of the child with the
individual in connection with the adoption of such child by such
individual, or (4) for purposes of caring for such child for a period
beginning immediately following such birth or placement. The Hours
of Service credited under this paragraph shall be credited (1) in the
computation period in which the absence begins if the crediting is
necessary to prevent a Service Break in that period, (2) in all other
cases, in the following computation period.
Hours of Service shall be credited on the basis of actual hours
worked unless another method has been specified in the Adoption
Agreement. Hours of Service shall not be counted if the elapsed time
method is specified in the Adoption Agreement, except to determine
an Employee's Employment Commencement Date or Re-Employment
Commencement Date.
1.36 "Integration Level" shall mean the Taxable Wage Base or such lesser amount
elected by the Employer in the Adoption Agreement.
1.37 "Matching Contribution" shall mean Employer contributions made to this
Plan or any other defined contribution plan by reason of Thrift
Contributions or Elective Deferrals under this Plan.
1.38 "Net Profits" shall mean current and accumulated earnings of the Employer
before Federal and State taxes and contributions to this and any other
qualified plan.
1.39 "Non-Highly Compensated Employee" shall mean an Employee of the Employer
who is neither a Highly Compensated Employee nor a Family Member.
1.40 "Normal Retirement Age" shall mean the age specified in the Adoption
Agreement. Upon reaching his Normal Retirement Age, the Participant's
right to his retirement benefit shall be nonforfeitable, notwithstanding
the Plan's vesting schedule. In the event the Employer imposes a
mandatory normal retirement age, the Normal Retirement Age may not exceed
such mandatory normal retirement age.
Notwithstanding any other provision of this Plan, the Employer, in
accordance with the provisions of the Age Discrimination in Employment
Act, shall have no right to compel a Participant to retire, except as
otherwise provided herein, if in the calendar year or the preceding
calendar year, the Employer has twenty (20) or more employees for each
work day in each of twenty (20) or more calendar weeks. The Employer may
retire a Participant who for the two (2) year period prior to retirement
is employed in a bona fide executive or high policy-making position if (1)
he has attained age sixty-five (65); (2) he has attained his Normal
Retirement Date; and (3) his annual retirement benefit from the pension,
profit sharing, savings or deferred compensation plans maintained by the
Employer equals, in the aggregate, at least forty-four thousand dollars
($44,000). This Section shall be deemed to be automatically amended to
reflect any subsequent Federal legislation or regulations.
1.41 "Owner-Employee" shall mean a sole proprietor or a partner who owns more
than ten percent (10%) of either the capital interest or profits interest
of a partnership.
1.42 "Participant" shall mean an Eligible Employee who enters the Plan pursuant
to Section 2.1 of the Plan.
(a) "Active Participant" shall mean a Participant who is credited with
one thousand (1,000) or more Hours of Service (or such lesser number
of Hours of Service specified in the Adoption Agreement) in the Plan
Year. Unless otherwise specified in the Adoption Agreement, it is
not necessary that the Participant be employed on the last day of the
Plan Year in order to be deemed an Active Participant and share in
the Employer contribution, if any. If the elapsed time method of
crediting service is specified in the Adoption Agreement, Active
Participant shall include all Participants, unless otherwise
specified in the Adoption Agreement.
Notwithstanding the foregoing paragraph, if the Plan is a
standardized plan, "Active Participant" shall mean, for each Plan
Year beginning on or after January 1, 1990, each Participant other
than a Participant who is not employed on the last day of the Plan
Year and is credited with more than 500 Hours of Service in the Plan
Year. If the elapsed time method of crediting service is specified
in the Adoption Agreement, "Active Participant" shall mean all
Participants.
If the elapsed time method of crediting Hours of Service is specified
in the Adoption Agreement, Active Participant shall mean a
Participant who is credited with three (3) consecutive calendar
months of service.
(b) "Eligible Participant" shall mean an Employee who is eligible under
the terms of the Plan to make Thrift Contributions, Elective
Deferrals or Elective Deferrals and Thrift Contributions, combined
("Combined Contributions") made on his behalf.
1.43 "Participating Employer" shall mean any Affiliated Employer which has
adopted the Plan in accordance with Section 16.5.
1.44 "Period of Severance" shall mean a continuous period of time during which
the Employee is not employed by the Employer. Such period begins on the
Employee's Severance from Service Date and ends on the Employee's
Re-Employment Commencement Date.
1.45 "Plan" shall mean this Prototype Plan, the Trust Agreement or Custodial
Agreement and the Adoption Agreement of the adopting Employer, as from
time to time amended.
1.46 "Plan Year" shall mean the calendar year, unless another twelve (12)
consecutive month period is specified in the Adoption Agreement.
1.47 "Prototype Plan" shall mean the basic plan document described herein.
1.48 "Qualified Matching Contributions" shall mean Employer contributions to
the Plan which are allocated to Participants' accounts by reason of
Elective Deferrals, which are at all times subject to the distribution and
nonforfeitability requirements of section 401(k) of the Code.
1.49 "Qualified Nonelective Contributions" shall mean Employer contributions
(other than Matching Contributions or Qualified Matching Contributions)
which are allocated to Eligible Participants' accounts, which such
Participants may not elect to receive in cash until distributed from the
Plan and, which are at all times subject to the distribution and
nonforfeitability requirements of section 401(k) of the Code.
1.50 "ReEmployment Commencement Date" shall mean the first day on which the
Employee is credited with an Hour of Service for the performance of duties
after the first eligibility computation period in which the Employee
incurs a one (1) year Service Break.
In the case of any Participant who has a one (1) year Service Break,
Eligibility Year(s) of Service before such break will not be taken into
account until the Employee has completed one (1) Eligibility Year of
Service after returning to employment. Such Eligibility Year of
Service shall be measured by the twelve (12) consecutive month period
beginning on the Employee's Reemployment Commencement Date and, if
necessary, subsequent twelve (12) consecutive month periods beginning on
anniversaries of the Re-Employment Commencement Date.
If a former Participant completes an Eligibility Year of Service in
accordance with this provision, such Participant's participation will be
reinstated as of the Re-Employment Commencement Date.
1.51 "Regular Account" shall mean the account to which Employer contributions
are credited with respect to the Dreyfus prototype money purchase and
target benefit plans (Plan Numbers 01001, 01004, and 01005).
1.52 "S-Corporation" shall mean an Employer who has made an election for its
taxable year of reference under section 1362(a) of the Code, or any other
applicable section pertaining thereto.
1.53 "Self-Employed Individual" shall mean an individual who has Earned Income
for the taxable year from the unincorporated trade, or business or
partnership with respect to which the Plan is established; also, an
individual who would have had Earned Income but for the fact such trade,
business or partnership had no net profits for the taxable year.
1.54 "Service" shall mean any twelve (12) consecutive month period identical
to the Plan Year during which the Employee completes at least one thousand
(1,000) or more Hours of Service (or such lesser number of Hours of
Service specified in the Adoption Agreement). Periods of time to be
excluded, if any, shall be stipulated in the Adoption Agreement.
In the case of Employees in the Maritime Industry, 125 days of service
shall be treated as 1,000 Hours of Service (or such lesser number of hours
of Service as specified in the Adoption Agreement).
Service will be credited in accordance with the rules set forth above for
any employment, for any period of time, for any Affiliated Employer.
Service will also be credited for any individual required to be considered
an Employee, for purposes of this Plan under section 414(n) or (o) of the
Code, of the Employer or any Affiliated Employer.
If the elapsed time method of crediting service is specified in the
Adoption Agreement, an Employee shall receive credit for Service, except
for Service which may be disregarded under Sections 7.2(b), for the
aggregate of all time periods commencing on his Employment Commencement
Date or Re-Employment Commencement Date and ending on his Severance from
Service Date. An Employee shall also receive credit, for vesting
purposes, for any Period of Severance of less than twelve (12) consecutive
months. An Employee will receive a year of Service for vesting purposes
for each twelve (12) months of Service. Fractional periods of a year
shall be expressed in terms of days.
1.55 "Service Break" shall mean:
(a)For purposes of calculating Eligibility Years of Service, any twelve
(12) consecutive month period commencing on an Employee's Employment
Commencement Date or anniversaries thereof during which the Employee is
credited with five hundred (500) Hours of Service or less. In the case
of Employees in the Maritime Industry, 62 days of service or less.
(b) For purposes of calculating years of Service, any Plan Year during
which the Employee is credited with five hundred (500) Hours of Service
or less, where such Service Break shall be measured from the first day of
such Plan Year. In the case of Employees in the Maritime Industry, 62
days of service or less.
(c) If the elapsed time method of crediting service is specified in the
Adoption Agreement, a Service Break shall mean a Period of Severance of
at least twelve (12) consecutive months; provided, however, that in the
case of an Employee absent for maternity or paternity reasons (as defined
in Section 1.35), the Period of Severance shall not commence for this
purpose until the twenty-four (24) month anniversary of the first date of
such absence.
(d) A Service Break shall not be deemed to have occurred as a result of
absence due to service in the armed forces of the United States, provided
the Employee makes application for resumption of work with the Employer
following discharge, within the time specified by then applicable laws.
1.56 "Severance from Service Date" shall mean the earlier of
(a) the date on which an Employee quits, retires, is discharged or dies;
or
(b) the twelve (12) month anniversary of the date an Employee is first
absent (with or without pay) for reason other than quit, retirement,
discharge or death (such as vacation, holiday, sickness, disability, leave
of absence or layoff).
1.57 Shareholder-Employee" shall mean a Participant who owns (or is considered
as owning) more than five percent (5%) of the outstanding stock of an
S-Corporation on any day during the taxable year of reference of such
S-Corporation. In determining the percent of a Participant's ownership
of the outstanding stock, the family attribution rules of section
318(a)(1) of the Code, or any other applicable section of the Code
pertaining thereto shall apply.
1.58 "Sponsor" shall mean The Dreyfus Corporation.
1.59 "Taxable Wage Base" shall mean, except for purposes of Article V, the
contribution and benefit base in effect under Section 230 of the Social
Security Act at the beginning of the Plan Year.
1.60 "Thrift Contributions" shall mean contributions made by a Participant
which are included in the Participant's gross income in the year in which
made.
1.61 "Total and Permanent Disability" shall mean the inability to engage in any
substantial gainful activity by reason of any medically determinable
physical or mental impairment that can be expected to result in death or
which has lasted or can be expected to last for a continuous period of not
less than twelve (12) months. The permanence and degree of such
impairment shall be supported by medical evidence satisfactory to the
Committee.
1.62 "Trustee" or "Custodian" shall mean the individual or individuals, or
institution appointed in the Adoption Agreement by the Employer to act in
accordance with the provisions of the Trust Agreement or Custodial
Agreement.
If the contributions will be made to a Custodian, references herein to the
"Trustee" shall be deemed to refer to the "Custodian" and the term "Trust
Fund" shall be deemed to refer to the "Custodial Account."
1.63 "Trust Agreement" or "Custodial Agreement" shall mean:
(a) for "Trust Agreement" shall mean the agreement between the Employer
and the Trustee if the Plan is established under Dreyfus
Standardized/Paired Prototype Money Purchase Plan No. 01001, Dreyfus
Nonstandardized Prototype Profit Sharing Plan No. 01002, Dreyfus
Standardized/Paired Prototype Profit Sharing Plan No. 01003, or Dreyfus
Standardized/Paired Prototype Target Benefit Pension Plan No. 01004.
(b) for "Custodial Agreement" shall mean the agreement between the
Employer and the Custodian under which the Plan is funded if the Plan is
established under Dreyfus Easy Standardized/Paired Prototype Money
Purchase Retirement Plan No. 01005 or Dreyfus Easy Standardized/Paired
Prototype Profit Sharing Retirement Plan No. 01006. Such Plans are
hereinafter referred to as "Easy Retirement Plans."
1.64 "Valuation Date" shall mean the last day of the Plan Year and such other
dates as may be determined by the Committee.
1.65 "Voluntary Contributions" shall mean contributions previously made by a
Participant which were included in the Participant's gross income in the
year in which made.
ARTICLE II.
PARTICIPATION
2.1 Membership
Each Eligible Employee shall become a Participant on the Effective Date
or the Entry Date coincident with or next following the completion of the
age and service requirements set forth in the Adoption Agreement.
2.2 Excluded Employees
The Adoption Agreement may exclude Employees from participation in the
Plan based upon minimum age and service requirements or the inclusion of
such Employees in certain ineligible classifications.
In the event an Employee who is not a member of the eligible class of
Employees becomes a member of the eligible class, such Employee will
participate immediately if such Employee has satisfied the minimum age and
service requirements and would otherwise have previously become a
Participant.
In the event a Participant is no longer a member of an eligible class of
Employees and becomes ineligible to participate, but has not incurred a
Service Break, such Employee will participate immediately upon returning
to an eligible class of Employees. If such Participant incurs a Service
Break, eligibility to participate will be determined under the rules of
Section 1.24 of the Plan.
2.3 Reemployment
(a) A former Participant will become a Participant immediately upon
returning to the employ of the Employer if such former Participant had a
nonforfeitable right to all or a portion of the account balance derived
from Employer contributions at the time of termination from service.
(b) A former Participant who did not have a nonforfeitable right to any
portion of the account balance derived from Employer contributions at the
time of termination from service will be considered a new Employee, for
eligibility purposes, if the number of consecutive one (1) year Service
Breaks equal or exceed the greater of five (5) or the aggregate number of
years of Service before such Service Breaks. If such former Participant's
years of Service before termination from service may not be disregarded
pursuant to the preceding sentence, such former Participant shall
participate immediately upon reemployment.
(c) Any former Employee who was never a Participant and is reemployed as
an Employee will be eligible to participate subject to the provisions of
Section 2.1.
2.4 Change in Employment Status
In the event that a Participant who was credited with a year of Service
for the preceding Plan Year, at the request of the Employer, enters
directly into the employ of any other business entity, such Participant
shall be deemed to be an Active Participant. If such Participant returns
to the employ of the Employer or becomes eligible for benefits pursuant
to Articles VIII or IX, without interruption of employment with the
Employer or other business entity, he shall be deemed not to have had a
Service Break for such period. However, if such Participant does not
immediately return to the employ of the Employer upon his termination of
employment with such other business entity or upon recall by the Employer,
he shall be deemed to have terminated his employment for all purposes of
the Plan as of the Anniversary Date following the date of transfer.
2.5 Limitations on Participation of Owner-Employees
Notwithstanding the above, Plans which allow Owner-Employees to
participate must satisfy the following additional requirements:
(a) If this Plan provides contributions or benefits for one or more
Owner-Employees who control both the business for which this Plan is
established and one or more other trades or businesses, this Plan and the
plan established for other trades or businesses must, when looked at as
a single plan, satisfy sections 401(a) and (d) of the Code for the
Employees of this and all other trades or businesses.
(b) If the Plan provides contributions or benefits for one or more
Owner-Employees who control one or more other trades or businesses the
employees of the other trades or businesses must be included in a plan
which satisfies sections 401(a) and (d) of the Code and which provides
contributions and benefits not less favorable than provided for
Owner-Employees under this Plan.
(c) If an individual is covered as an Owner-Employee under the plans of
two or more trades or businesses which are not controlled and the
individual controls a trade or business, then the contributions or
benefits of the employees under the plan of the trades or businesses which
are controlled must be as favorable as those provided for him under the
most favorable plan of the trade or business which is not controlled.
For purposes of the preceding paragraphs, an Owner-Employee, or two
or more Owner-Employees, will be considered to control a trade or business
if the Owner-Employee, or two or more Owner-Employees together:
(1) own the entire interest in an unincorporated trade or business,
or
(2) in the case of a partnership, own more than fifty percent (50%)
of either the capital interest or the profits interest in the
partnership.
For purposes of the preceding sentence, an Owner-Employee, or two or
more Owner-Employees shall be treated as owning any interest in a
partnership which is owned, directly or indirectly, by a partnership
which such Owner-Employee, or such two or more Owner-Employees, are
considered to control within the meaning of the preceding sentence.
ARTICLE III.
CONTRIBUTIONS AND CREDITS TO MONEY PURCHASE PLANS
(The provisions of this Article shall apply
only with respect to Money Purchase Plans)
3.1 Employer Contributions
For each Plan Year the Employer's contribution to the Fund shall be
determined in accordance with the Adoption Agreement. Such contribution
shall not exceed an amount equal to twenty-five percent (25%) of each
Participant's Compensation.
3.2 Forfeitures
Unless otherwise specified in the Adoption Agreement, any forfeitures
which occur will reduce Employer contributions for the next Plan Year.
If the Adoption Agreement specifies that forfeitures are to be allocated
to the Accounts of other Participants, the Plan shall continue to be
designed to qualify as a money purchase pension plan for purposes of
sections 401(a), 402, 412 and 417 of the Code.
3.3 Credit to Participants
(a) If the Plan is not integrated with Social Security, the Employer's
contribution (as specified in the Adoption Agreement) for any Plan Year
(and any forfeitures, if forfeitures are allocated to Active Participants
in accordance with Section 3.2) shall be allocated to the Regular Account
of each Active Participant in the ratio in which each Active Participant's
Compensation for the Plan Year bears to that of all Active Participants
for such Plan Year.
(b) If the Plan is integrated with Social Security:
(i) Subject to the overall permitted disparity limits, if under
Article XIII, the Plan is Top-Heavy for the Plan Year and the minimum
Top-Heavy contribution is made under the Plan, then Employer
Discretionary Contributions plus forfeitures shall be allocated to
the Account of each Participant who either completes more than 500
Hours of Service during the Plan Year or is employed on the last day
of the Plan Year as follows:
Step One: Contributions and forfeitures will be allocated to
each Participant's Account in the ratio that each Participant's
total Compensation bears to all Participants' total
Compensation, but not in excess of 3% of each Participant's
Compensation.
Step Two: Any contributions and forfeitures remaining after the
allocation in Step One will be allocated to each Participant's
Account in the ratio that each Participant's Compensation for
the Plan Year in excess of the integration level bears to the
excess compensation of all Participants, but not in excess of
3% of each Participant's Compensation. For purposes of this
Step Two, in the case of any Participant who has exceeded the
Cumulative Permitted Disparity Limit described below, such
Participant's total Compensation for the Plan Year will be taken
into account.
Step Three: Any contributions and forfeitures remaining after
the allocation in Step Two will be allocated to each
Participant's Account in the ratio that the sum of each
Participant's total Compensation and Compensation in excess of
the Integration Level bears to the sum of all Participants'
total Compensation and Compensation in excess of the Integration
Level; however, the allocation cannot exceed the product of (a)
the Permitted Disparity Percentage specified in the Adoption
Agreement multiplied by (b) each Participant's total
Compensation and Compensation in excess of the Integration
Level. For purposes of this Step Three, in the case of any
Participant who has exceeded the Cumulative Permitted Disparity
Limit described below, two times such Participant's total
Compensation for the Plan Year will be taken into account.
Step Four: Any remaining Employer contributions or
forfeitures will be allocated to each Participant's Account in
the ratio that each Participants's total Compensation for the
Plan Year bears to all Participants' total Compensation for that
year.
The Integration Level shall be equal to the Taxable Wage Base or such
lesser amount elected by the Employer in the Adoption Agreement.
(ii) Subject to the overall permitted disparity limits, if the Plan
is not Top Heavy for the Plan Year, Employer Discretionary
Contributions plus forfeitures shall be allocated to the Account of
each Participant who either completes more than 500 Hours of Service
during the Plan Year or is employed on the last day of the Plan Year
as follows:
Step One: Contributions and forfeitures will be allocated to
each Participant's Account in the ratio that the sum of each
Participant's total Compensation and Compensation in excess of
the Integration Level bears to the sum of all Participants'
total Compensation and Compensation in excess of the Integration
Level; however, the allocation cannot exceed the product of (a)
the Permitted Disparity Percentage specified in the Adoption
Agreement multiplied by (b) each Participant's total
Compensation and Compensation in excess of the Integration
Level. For purposes of this Step One, in the case of any Participant who has
exceeded the Cumulative Permitted Disparity Limit described below, two times
such Participant's total Compensation for the Plan Year will be taken into
account.
Step Two: Any remaining Employer contributions or forfeitures
will be allocated to each Participant's Account in the ratio
that each Participants' total Compensation for the Plan Year
bears to all Participants' total Compensation for that year.
The Integration Level shall be equal to the Taxable Wage Base or such
lesser amount elected by the Employer in the Adoption Agreement.
Overall Permitted Disparity Limit
Annual Overall Permitted Disparity Limit: Notwithstanding section
4.3(b)(i) and (ii) above, for any Play Year this Plan benefits any
Participant who benefits under another qualified plan or simplified
employee pension, as defined in section 408(k) of the Code,
maintained by the Employer that provides for permitted disparity (or
imputes disparity), Employer contributions and forfeitures will be
allocated to the Account of each Participant who either completes
more than 500 Hours of Service during the Plan Year or is employed
on the last day of the Plan Year in the ratio that such Participant's
total Compensation bears to the total Compensation of all
Participants.
Cumulative Permitted Disparity Limit: Effective for Plan Years
beginning on or after January 1, 1995, the Cumulative Permitted
Disparity Limit for a Participant is 35 total cumulative permitted
disparity years. Total cumulative permitted years means the number
of years credited to the Participant for allocation or accrual
purposes under this Plan, any other qualified plan or simplified
employer pension plan (whether or not terminated) ever maintained by
the Employer. For purposes of determining the Participant's
cumulative permitted disparity limit, all years ending in the same
calendar year are treated as the same year. If the Participant has
not benefited under a defined benefit or target benefit plan for any
year beginning on or after January 1, 1994, the Participant has no
cumulative disparity limit.
ARTICLE IV.
CONTRIBUTIONS AND CREDITS TO PROFIT SHARING PLANS
(The provisions of this Article shall apply only
with respect to Profit Sharing Plans)
4.1 Limits on Employer Contributions
Employer contributions for each Plan Year (including, if applicable,
Elective Deferrals) shall be determined in accordance with the Adoption
Agreement, but shall not exceed the maximum amount which shall constitute
an allowable deduction under section 404(a) of the Code. Unless otherwise
specified in the Adoption Agreement, Employer contributions may only be
made out of Net Profits. If the Adoption Agreement provides that one or
more Employer contributions may be made without regard to Net Profits, the
Plan shall continue to be designed to qualify as a profit sharing plan for
purposes of the Code.
4.2 Forfeitures
Unless otherwise specified in the Adoption Agreement, forfeitures, if any,
will be allocated to Participants' Accounts in the following manner:
Forfeitures of Employer Discretionary Contribution will be allocated in
the same manner as are such contributions. Forfeitures of Matching
Contributions will be allocated to the Matching Contribution Account in
the ratio that the Matching Contribution for each Participant bears to the
sum of all the Matching Contributions for all Participants.
4.3 Employer Discretionary Contributions
The following provisions shall apply if the Employer has elected in the
Adoption Agreement to make Employer Discretionary Contributions.
(a) If the Plan is not integrated with Social Security, the Employer
Discretionary Contribution for any Plan Year (and any forfeitures, if
forfeitures are reallocated to Active Participants in accordance with
Section 4.2) shall be allocated to the Employer Discretionary Contribution
Account established for each Active Participant in the ratio in which each
Active Participant's Compensation for the Plan Year bears to that of all
Active Participants for such Plan Year.
(b) If the Plan is integrated with Social Security:
(i) Subject to the overall permitted disparity limits,if under
Article XIII, the Plan is Top-Heavy for the Plan Year and the minimum
Top-Heavy contribution is made under the Plan, then Employer
Discretionary Contributions plus forfeitures shall be allocated to
the Account of each Participant who either completes more than 500
Hours of Service during the Plan Year or is employed on the last day
of the Plan Year as follows:
Step One: Contributions and forfeitures will be allocated to
each Participant's Account in the ratio that each Participant's
total Compensation bears to all Participants' total
Compensation, but not in excess of 3% of each Participant's
Compensation.
Step Two: Any contributions and forfeitures remaining after the
allocation in Step One will be allocated to each Participant's
Account in the ratio that each Participant's Compensation for
the Plan Year in excess of the integration level bears to the
excess compensation of all Participants, but not in excess of
3% of each Participant's Compensation. For purposes of this
Step Two, in the case of any Participant who has exceeded the
Cumulative Permitted Disparity Limit described below, such
Participant's total Compensation for the Plan Year will be taken
into account.
Step Three: Any contributions and forfeitures remaining after
the allocation in Step Two will be allocated to each
Participant's Account in the ratio that the sum of each
Participant's total Compensation and Compensation in excess of
the Integration Level bears to the sum of all Participants'
total Compensation and Compensation in excess of the Integration
Level; however, the allocation cannot exceed the product of (a)
the Permitted Disparity Percentage specified in the Adoption
Agreement multiplied by (b) each Participant's total
Compensation and Compensation in excess of the Integration
Level. For purposes of this Step Three, in the case of any
Participant who has exceeded the Cumulative Permitted Disparity
Limit described below, two times such Participant's total
Compensation for the Plan Year will be taken into account.
Step Four: Any remaining Employer contributions or
forfeitures will be allocated to each Participant's Account in
the ratio that each Participants's total Compensation for the
Plan Year bears to all Participants' total Compensation for that
year.
The Integration Level shall be equal to the Taxable Wage Base or such
lesser amount elected by the Employer in the Adoption Agreement.
(ii) Subject to the overall permitted disparity limits,if the Plan
is not Top- Heavy for the Plan Year, Employer Discretionary
Contributions plus forfeitures shall be allocated to the Account of
each Participant who either completes more than 500 Hours of Service
during the Plan Year or is employed on the last day of the Plan Year
as follows:
Step One: Contributions and forfeitures will be allocated to
each Participant's Account in the ratio that the sum of each
Participant's total Compensation and Compensation in excess of
the Integration Level bears to the sum of all Participants'
total Compensation and Compensation in excess of the Integration
Level; however, the allocation cannot exceed the product of (a)
the Permitted Disparity Percentage specified in the Adoption
Agreement multiplied by (b) each Participant's total
Compensation and Compensation in excess of the Integration
Level. For purposes of this Step One, in the case of any
Participant who has exceeded the Cumulative Permitted Disparity
Limit described below, two times such Participant's total
Compensation for the Plan Year will be taken into account.
Step Two: Any remaining Employer contributions or forfeitures
will be allocated to each Participant's Account in the ratio
that each Participant's total Compensation for the Plan Year
bears to all Participants' total Compensation for that year.
The Integration Level shall be equal to the Taxable Wage Base or such
lesser amount elected by the Employer in the Adoption Agreement.
Overall Permitted Disparity Limits
Annual Overall Permitted Disparity Limit: Notwithstanding section
4.3(b)(i) and (ii) above, for any Plan Year this Plan benefits any
Participant who benefits under another qualified plan or simplified
employee pension, as defined in section 408(k) of the Code,
maintained by the Employer that provides for permitted disparity (or
imputes disparity), Employer contributions and forfeitures will be
allocated to the Account of each Participant who either completes
more than 500 Hours of Service during the Plan Year or who is
employed on the last day of the Plan Year in the ratio that such
Participant's total Compensation bears to the total Compensation of
all Participants.
Cumulative Permitted Disparity Limit: Effective for Plan Years
beginning on or after January 1, 1995, the Cumulative Permitted
Disparity Limit for a Participant is 35 total cumulative permitted
disparity years. Total cumulative permitted years means the number
of years credited to the Participant for allocation or accrual
purposes under this Plan, any other qualified plan or simplified
employer pension plan (whether or not terminated) ever maintained by
the Employer. For purposes of determining the Participant's
cumulative permitted disparity limit, all years ending in the same
calendar year are treated as the same year. If the Participant has
not benefited under a defined benefit or target benefit plan for any
year beginning on or after January 1, 1994, the Participant has no
cumulative disparity limit.
4.4 401(k) Cash or Deferred Arrangements ("CODA")/Thrift Contributions
(1) Elective Deferrals
If elected in the Adoption Agreement, the Employer may make
contributions under a CODA.
(a) Allocation of Deferrals. The Employer shall contribute and
allocate to each Participant's Elective Deferral Account an amount
equal to the amount of a Participant's Elective Deferrals.
(1) Elective Deferrals Pursuant to a Salary Reduction
Agreement. To the extent provided in the Adoption Agreement,
a Participant may elect to have Elective Deferrals made under
this Plan. Elective Deferrals shall include both single-sum and
continuing contributions made pursuant to a salary reduction
agreement.
(i) Commencement of Elective Deferrals. A Participant
shall be afforded a reasonable period at least once
each calendar year, as specified in the Adoption
Agreement, to elect to commence Elective Deferrals.
Such election shall become effective as soon as
administratively feasible, but not before the time
specified in the Adoption Agreement.
(ii) Modification and Termination of Elective Deferrals.
A Participant's election to commence Elective
Deferrals shall remain in effect until modified or
terminated. A Participant shall be afforded a
reasonable period at least once each calendar year,
as specified in the Adoption Agreement, to modify the
amount or frequency of his or her Elective Deferrals.
A Participant may terminate his or her election to
make Elective Deferrals at any time.
(2) Cash bonuses. If permitted in the Adoption Agreement, a
Participant may also base Elective Deferrals on cash
bonuses that, at the Participant's election, may be
contributed to the CODA or received by the Participant in
cash. A Participant shall be afforded a reasonable period
at least once a year to elect to defer such amounts to the
CODA. Such election shall become effective as soon as
administratively feasible, but not before the time
specified in the Adoption Agreement.
(3) Elective Deferrals shall be contributed and allocated to
the Fund as soon as practicable (but in no event later than
90 days) following the close of the applicable pay period.
(2) Thrift Contributions
Starting for Plan Year(s) beginning January 1, 1987, if
permitted under the Adoption Agreement, Participants may make
Thrift Contributions which shall be allocated to a Thrift
Account for each such Participant.
(a) A Participant shall always be one hundred percent (100%)
vested in his Thrift Account.
(b) Unless specified otherwise in the Adoption Agreement,
Thrift Contributions shall take effect on the Anniversary
Date coincident with or next following the Participant's
election to make Thrift Contributions. Elections to change
the amount of the Thrift Contribution shall take effect on
the Change Date specified in the Adoption Agreement which
is coincident with or next following the date the
Participant's election is received by the Committee.
Notwithstanding this provision, a Participant's revocation of an election to
make Thrift Contributions shall take effect as soon as administratively
feasible.
(c) Thrift Contributions shall be made to the Fund as soon as
practicable (but in no event later than 90 days) following
the close of the applicable pay period.
(d) Notwithstanding any other provisions of this Section
4.4(2), distributions or withdrawals from a Participant's
Thrift Account shall be made in accordance with the rules
applicable to Voluntary Contributions under Section 10.1
However, if the Employer has elected to make Matching
Contributions with respect to Thrift Contributions, any
Participant who withdraws any amount from his Thrift
Account, shall be precluded from making Thrift
Contributions until the next permitted Change Date
specified in the Adoption Agreement which is at least six
(6) months after the date of withdrawal.
(e) Thrift Contributions shall be subject to the Contribution
Percentage tests and the rules applicable to Excess
Aggregate Contributions set forth in Section 4.7.
(3) Matching Contributions
(a) If elected by the Employer in the Adoption Agreement, the
Employer will make Matching Contributions to the Plan. The
amount of such Matching Contributions shall be calculated
by reference to each eligible Participant's Elective
Deferrals or Thrift Contributions or Combined Contributions
as specified by the Employer in the Adoption Agreement.
(b) Separate Account. Matching Contributions shall be
allocated to each eligible Participant's Employer Matching
Contribution Account.
(c) Vesting. Matching Contributions will be vested in
accordance with the Employer's election in the Adoption
Agreement and the terms of this plan. Notwithstanding
anything in the Plan to the contrary, Matching
Contributions shall be forfeited to the extent they relate
to Excess Elective Deferrals, Excess Contributions or
Excess Aggregate Contributions, and shall not be taken into
account for purposes of Section 4.7(a).
(d) Forfeitures. Forfeitures of Matching Contributions other
than Excess Aggregate Contributions shall be made in
accordance with the forfeiture provisions pursuant to
Section 4.2 of the Plan.
(e) Matching Contributions shall be subject to the Contribution
Percentage tests and the rules applicable to Excess
Aggregate Contributions set forth in Section 4.7.
(4) Qualified Matching Contributions
(a) If elected by the Employer in the Adoption Agreement, the
Employer will make Qualified Matching Contributions to the
CODA. The amount of such Qualified Matching Contributions
shall be calculated by reference to each eligible
Participant's Elective Deferrals or the Elective Deferral
portion of Combined Contributions, as specified in the
Adoption Agreement.
(b) Separate Account. Qualified Matching Contributions shall
be allocated to each Participant's Qualified Nonelective
Contribution Account.
(c) Vesting. Qualified Matching Contributions shall be fully
vested and nonforfeitable at all times.
(d) Distributions. Qualified Matching Contributions and income
allocable thereto shall be distributable only in accordance
with Section 4.10.
(5) Qualified Nonelective Contributions
(a) The Employer may elect to make Qualified Nonelective
Contributions under the Plan on behalf of Employees as
provided in the Adoption Agreement.
The Qualified Nonelective Contributions will be allocated
to each eligible Participant's Qualified Nonelective
Contribution Account in the ratio in which each eligible
Participant's Compensation for the Plan Year bears to the
total Compensation of all eligible Participants for such
Plan Year.
(b) Separate Account. Qualified Nonelective Contributions
shall be allocated to each Eligible Participant's
Qualified Nonelective Contribution Account.
(c) Vesting. Qualified Nonelective Contributions shall be
fully vested and nonforfeitable at all times.
(d) Distributions. Qualified Nonelective Contributions and
income allocable thereto shall be distributable only in
accordance with Section 4.10.
4.5 Maximum Amount of Elective Deferrals
(a) General Rule. A Participant's Elective Deferrals are subject to any
limitations imposed in the Adoption Agreement and any further
limitations under the Plan. No Participant shall be permitted to
have Elective Deferrals made under this Plan or any other CODA
maintained by the Employer or an Affiliated Employer, during any
calendar year beginning after 1986, in excess of the adjusted dollar
limitation of section 402(g) of the Code. Other dollar limitations
may apply under section 402(g) of the Code to the extent that a
Participant makes Elective Deferrals to arrangements other than CODAs
(see also sections 402(h)(1)(B), 403(b), 457, and 501(c)(18) of the
Code).
(b) Distribution of Excess Elective Deferrals. A Participant may
allocate to the Plan any Excess Deferrals made during a calendar year
by notifying the Committee on or before the date specified in the
Adoption Agreement of the amount of the Excess Elective Deferrals to
be assigned to the Plan. A Participant shall be deemed to notify the
Committee of any Excess Elective Deferrals that arise by taking into
account only those Elective Deferrals made to this Plan and any other
plans of the Employer. Notwithstanding any other provision of the
Plan, Excess Elective Deferrals, plus any income and minus any loss
allocable thereto, shall be distributed no later than April 15 to
Participants to whose accounts Excess Elective Deferrals were
allocated for the preceding year and who claim Excess Elective
Deferrals for such taxable year no later than the date specified in
the Adoption Agreement.
(c) Determination of Income or Loss. Excess Elective Deferrals shall be
adjusted for income or loss for the taxable year. Unless indicated
otherwise by the Committee, the income or loss allocable to Excess
Elective Deferrals is the income or loss allocable to the
Participant's Elective Deferral Account for the taxable year
multiplied by a fraction, the numerator of which is such
Participant's Excess Elective Deferrals for the year and the
denominator is the Participant's account balance attributable to
Elective Deferrals without regard to any income or loss occurring
during such taxable year. If the Committee selects another method
in order to compute the income or loss, the method selected must not
violate the requirements of Code section 401(a)(4) and must be used
consistently for all Plan participants and for all corrective
distributions under the Plan for the taxable year.
4.6 Average Actual Deferral Percentage Tests
(a) General Rule. The Average Actual Deferral Percentage for Eligible
Participants who are Highly Compensated Employees for each Plan Year
beginning on or after January 1, 1987 and the Average Actual Deferral
Percentage for Eligible Participants who are Non-Highly Compensated
Employees for the same Plan Year must satisfy one of the following
tests:
(1) The Average Actual Deferral Percentage for Eligible Participants
who are Highly Compensated Employees for the Plan Year shall not
exceed the Average Actual Deferral Percentage for Eligible
Participants who are Non-Highly Compensated Employees for the
Plan Year multiplied by 1.25;
or
(2) The Average Actual Deferral Percentage for Eligible Participants
who are Highly Compensated Employees for the Plan Year shall not
exceed the Average Actual Deferral Percentage for Eligible
Participants who are Non-Highly Compensated Employees for the
Plan Year multiplied by 2.0, provided that the Average Actual
Deferral Percentage for Eligible Participants who are Highly
Compensated Employees does not exceed the Average Actual
Deferral Percentage for Eligible Participants who are Non-Highly
Compensated Employees by more than two (2) percentage points.
(b) Special Rules.
(1) The Actual Deferral Percentage for any Participant who
is a Highly Compensated Employee for the Plan Year and
who is eligible to have Elective Deferrals (and, if
applicable, Qualified Nonelective Contributions or
Qualified Matching Contributions, or both) allocated
for his account under two or more CODAs, that are
maintained by the Employer, shall be determined as if
such Elective Deferrals (and, if applicable, such
Qualified Nonelective Contributions and Qualified
Matching Contributions, or both) were made under a
single arrangement. If a Highly Compensated Employee
participates in two or more CODAs that have different
Plan Years, all CODAs ending with or within the same
calendar year shall be treated as a single
arrangement.
(2) In the event that this Plan satisfies the requirements
of sections 401(a)(4), 401(k) or 410(b) of the Code
only if aggregated with one or more other plans, or
if one or more other plans satisfy the requirements
of such sections of the Code only if aggregated with
this Plan, then this Section shall be applied by
determining the Actual Deferral Percentage of Eligible
Participants as if all such plans were a single plan.
For Plan Years beginning after December 31, 1989,
plans may be aggregated in order to satisfy section
401(k) of the Code only if they have the same Plan
Year.
(3) For purposes of the Average Actual Deferral Percentage
of an Eligible Participant who is a 5 percent owner
or one of the 10 most highly-paid Highly Compensated
Employees, the Elective Deferrals (and, if applicable,
Qualified Nonelective Contributions or Qualified
Matching Contributions, or both) and Compensation of
such Participant shall include the Elective Deferrals
(and, if applicable, Qualified Nonelective
Contributions and Qualified Matching Contributions or
both), and Compensation for the Plan Year of Family
Members. Family Members, with respect to Highly
Compensated Employees, shall be disregarded as
separate employees in determining the Actual Deferral
Percentage both for Eligible Participants who are
Non-Highly Compensated Employees and for Eligible
Participants who are Highly Compensated Employees.
(4) Notwithstanding anything in this Plan to the contrary,
Qualified Nonelective Contributions and Qualified
Matching Contributions used to meet the Average Actual
Deferral Percentage tests may be made at any time
before the last day of the twelve (12) month period
immediately following the Plan Year to which the
contributions relate.
(5) The determination and treatment of the Elective
Deferrals, Qualified Nonelective Contributions,
Qualified Matching Contributions and the Actual
Deferral Percentage of any Eligible Participant shall
satisfy such other requirements as may be prescribed
by the Secretary of the Treasury.
(6) The Employer shall maintain adequate records to
demonstrate compliance with the Average Actual
Deferral Percentage tests, including the extent to
which Qualified Nonelective and Qualified Matching
Contributions are taken into account.
(c) Distribution of Excess Contributions. Notwithstanding any
other provision of the Plan except Section 4.6(d) below,
Excess Contributions, plus any income and minus any loss
allocable thereto, shall be distributed no later than the
last day of each Plan Year to Participants to whose
accounts Excess Contributions were allocated for the
preceding Plan Year. The amount of Excess Contributions
to be distributed shall be reduced by the amount of any
Excess Contributions recharacterized in accordance with
Section 4.6(d) below. Distributions of Excess
Contributions shall be made to Highly Compensated Employees
on the basis of the respective portions of the Excess
Contributions attributable to each Highly Compensated
Employee. Excess Contributions shall be allocated to
Participants who are subject to the family member
aggregation rules of section 414(q)(6) of the Code in the
manner prescribed by the regulations. [If such excess
amounts are not distributed or recharacterized (in
accordance with Section 4.6(d) below) within 2-1/2 months
after the last day of the Plan Year in which such excess
amounts arose, then section 4979 of the Code imposes a ten
percent (10%) excise tax on the Employer maintaining the
Plan with respect to such amounts.] Excess Contributions
of Participants who are subject to the Family Member
aggregation rules described in Section 4.6(b)(3) shall be
allocated among the Family Members in proportion to the
Elective Deferrals (and amounts treated as Elective
Deferrals) of each Family Member that is combined to
determine the combined Actual Deferral Percentage.
(1) Determination of Income or Loss. Excess Contributions
shall be adjusted for income or loss for the Plan
Year. Unless indicated otherwise by the Committee,
the income or loss allocable to Excess Contributions
is the income or loss allocable to the Participant's
Elective Deferrals (and, if applicable, Qualified
Nonelective Contributions or Qualified Matching
Contributions or both) for the Plan Year multiplied
by a fraction, the numerator of which is such
Participant's Excess Contributions for the year and
the denominator is the Participant's account balance
attributable to Elective Deferrals (and, if
applicable, Qualified Nonelective Contributions or
Qualified Matching Contributions or both) without
regard to any income or loss occurring during such
Plan Year. If the Committee selects another method
in order to compute the income or loss, the method
selected must not violate the requirements of Code
section 401(a)(4) and must be used consistently for
all Plan participants and for all corrective
distributions under the Plan for the Plan Year.
(2) Accounting for Excess Contributions. Excess
Contributions shall be distributed first from the
Participant's account balance attributable to Elective
Deferrals and (to the extent used in the Average
Actual Deferral Percentage tests) Qualified Matching
Contributions in proportion to the Participant's
Elective Deferrals and Qualified Matching
Contributions for the Plan Year. Excess Contributions
shall be distributed from the Participant's Qualified
Nonelective Contribution Account only to the extent
that such Excess Contributions exceed the
Participant's account balance attributable to Elective
Deferrals and Qualified Matching Contributions.
(d) Recharacterization of Excess Contributions. If the Plan
provides for Thrift Contributions by Participants and if
permitted in the Adoption Agreement, each Participant to
whom Excess Contributions are allocable may elect, in lieu
of distribution under Section 4.6(c) above, that all or a
portion of such Excess Contributions be recharacterized as
Thrift Contributions no later than the later of (i) 2-1/2
months after the last day of the Plan Year in which such
excess amounts arose or (ii) October 24, 1988.
Recharacterization is deemed to occur no earlier than the
date the last Highly Compensated Employee is informed in
writing of the amount recharacterized and the consequences
thereof.
In no event may the amount of Excess Contributions
recharacterized for any Plan Year exceed the amount of
Elective Deferrals for such Plan Year. Excess
Contributions may not be recharacterized as Thrift
Contributions to the extent that, in combination with the
Thrift Contributions actually made for the Plan Year, they
exceed the maximum amount of Thrift Contributions permitted
under the Plan (prior to the application of the
Contribution Percentage tests of Section 4.7).
Recharacterized Excess Contributions shall be treated as
Thrift Contributions for purposes of the Contribution
Percentage tests of Section 4.7.
However, no matching Employer contribution shall be made
with respect to Recharacterized Contributions. In
addition, recharacterized Excess Contributions shall be
reported to the Internal Revenue Service and the
Participant as employee contributions in accordance with
such rules as the Internal Revenue Service may prescribe
and shall be accounted for as Voluntary Contributions for
purposes of sections 72 and 6047 of the Code.
Recharacterized Excess Contributions will be taxable to the
Participant for the Participant's taxable year in which the
Participant would have received them in cash.
Recharacterized Excess Contributions will be taxable to the
Participant for the Participant's taxable year in which the
Participant would have received them in cash.
Recharacterized Excess Contributions shall remain
non-forfeitable and shall continue to be treated for all
other purposes, including the limitations on distributions
of section 401(k), the deduction limitations of section 404
of the Code, the contribution limitations of section 415
of the Code and the top heavy rules of section 416 of the
Code, as Elective Deferrals, except that Recharacterized
Excess Contributions which relate to Plan Years beginning
before January 1, 1989 shall be treated as employee
contributions for purposes of section 401(k)(2) of the
Code. Recharacterized Excess Contributions shall be
allocated to the Participant's Elective Deferral Account.
4.7 Average Contribution Percentage Tests
(a) General Rule. The Average Contribution Percentage for Eligible
Participants who are Highly Compensated Employees for each Plan Year
beginning on or after January 1, 1987 and the Average Contribution
Percentage for Eligible Participants who are Non-Highly Compensated
Employees for the same Plan Year must satisfy one of the following
tests:
(1) The Average Contribution Percentage for Eligible Participants
who are Highly Compensated Employees for the Plan Year shall not
exceed the Average Contribution Percentage for Eligible
Participants who are Non-highly Compensated Employees for the
Plan Year multiplied by 1.25; or
(2) The Average Contribution Percentage for Eligible Participants
who are Highly Compensated Employees for the Plan Year shall not
exceed the Average Contribution Percentage for Eligible
Participants who are Non-highly Compensated Employees for the
Plan Year multiplied by two (2), provided that the Average
Contribution Percentage for Eligible Participants who are Highly
Compensated Employees does not exceed the Average Contribution
Percentage for Eligible Participants who are Non-highly
Compensated Employees by more than two (2) percentage points.
(b) Multiple Use Test.
(1) Effective for Plan Years beginning on or after January 1, 1989,
if one or more Highly Compensated Employees participate in both
a CODA and a plan subject to the Average Contribution Percentage
tests maintained by the Employer and the sum of the Average
Actual Deferral Percentage and Average Contribution Percentage
of those Highly Compensated Employees subject to either or both
tests exceeds the "Aggregate Limit" (as defined in (2) below),
then the Average Contribution Percentage of those Highly
Compensated Employees who also participate in a CODA will be
reduced (beginning with such Highly Compensated Employee whose
Contribution Percentage is the highest) so that the limit is not
exceeded. The amount by which each Highly Compensated
Employee's Contribution Percentage Amounts is reduced shall be
treated as an Excess Aggregate Contribution. The Average Actual
Deferral Percentage and Average Contribution Percentage of the
Highly Compensated Employees are determined after any
corrections required to meet the Average Actual Deferral
Percentage and Average Contribution Percentage tests.
Notwithstanding the foregoing, the Multiple Use limitations of
Section 4.7 (b) do not apply if the Average Actual Deferral
Percentage of Eligible Participants who are Highly Compensated
Employees does not exceed 1.25 multiplied by the Average Actual
Deferral Percentage of all other Eligible Participants and the
Average Contribution Percentage of Eligible Participants who are
Highly Compensated Employees does not exceed 1.25 multiplied by
the Average Contribution Percentage of all other Eligible
Participants.
(2) For this purpose, "Aggregate Limit" shall mean the greater of
the limit produced by (A) or (B) below:
(A) the sum of (i) one hundred twenty-five percent (125%) of
the greater of the Average Actual Deferral Percentage of
the Non-Highly Compensated Employees eligible to
participate in the CODA for the Plan Year or the Average
Contribution Percentage of the Non-Highly Compensated
Employees eligible to participate under the Plan subject
to section 401(m) of the Code for the Plan Year beginning
with or within the Plan Year of the CODA, and (ii) two (2)
plus the lesser of such Average Actual Deferral Percentage
or Average Contribution Percentage (however, this amount
shall not exceed two hundred percent (200%) of the lesser
such Average Actual Deferral Percentage or Average
Contribution Percentage).
(B) the sum of (i) one hundred twenty-five percent (125%) of
the lesser of the Average Actual Deferral Percentage of the
Non-Highly Compensated Employees eligible to participate
in the CODA for the Plan Year or the Average Contribution
Percentage of the Non-Highly Compensated Employees eligible
to participate under the Plan subject section 401(m) of the
Code for the Plan Year beginning with or within the Plan
Year of the CODA, and (ii) two (2) plus the greater of such
Average Actual Deferral Percentage or Average Contribution
Percentage (however, this amount shall not exceed two
hundred percent (200%) of the greater of such Average
Actual Deferral Percentage or Average Contribution
Percentage).
(c) Special Rules.
(1) For purposes of this Section 4.7, the Contribution Percentage
for any Participant who is a Highly Compensated Employee and who
is eligible to have Contribution Percentage Amounts allocated
to his account under two or more Plans described in section
401(a) of the Code, or CODAs, that are maintained by the
Employer or an Affiliated Employer, shall be determined as if
the total of such Contribution Percentage Amounts was made under
each Plan. If a Highly Compensated Employee participates in two
or more CODAs that have different Plan Years, all CODAs ending
with or within the same calendar year shall be treated as a
single arrangement.
(2) In the event that this Plan satisfies the requirements of
sections 401(a)(4), 401(m) or 410(b) of the Code only if
aggregated with one or more other plans, or if one or more other
plans satisfy the requirements of such sections of the Code only
if aggregated with this Plan, then this Section shall be applied
by determining the Contribution Percentages of Participants as
if all such plans were a single plan. For Plan Years beginning
after December 31, 1989, plans may be aggregated in order to
satisfy section 401(m) of the Code only if they have the same
Plan Year.
(3) For purposes of determining the Contribution Percentage of an
Eligible Participant who is a 5-percent owner or one of the 10
most highly-paid Highly Compensated Employees, the Contribution
Percentage Amounts and Compensation of such Participant shall
include the Contribution Percentage Amounts and Compensation for
the Plan Year of Family Members. Family Members, with respect
to Highly Compensated Employees, shall be disregarded as
separate employees in determining the Average Contribution
Percentage both for Eligible Participants who are Non-Highly
Compensated Employees and for Eligible Participants who are
Highly Compensated Employees.
(4) For purposes of the Contribution Percentage tests, Voluntary
Contributions and Thrift Contributions are considered to have
been made in the Plan Year in which contributed to the Fund.
Notwithstanding anything in this Plan to the contrary, Matching
Contributions will be considered made for a Plan Year if
allocated to such year and made no later than the end of the
twelve (12) month period beginning on the day after the close
of the Plan Year.
(5) The determination and treatment of the Contribution Percentage
of any Participant shall satisfy such other requirements as may
be prescribed by the Secretary of the Treasury.
(6) The Employer shall maintain adequate records to demonstrate
compliance with the Average Contribution Percentage tests.
(d) Distribution of Excess Aggregate Contributions. Notwithstanding any
other provision of this Plan, Excess Aggregate Contributions, plus
any income and minus any loss allocable thereto, shall be forfeited,
if forfeitable, or if not forfeitable, distributed no later than the
last day of each Plan Year to Participants to whose accounts such
Excess Aggregate Contributions were allocated for the preceding Plan
Year. [If such excess amounts are distributed more than 2-1/2 months
after the last day of the Plan Year in which such excess amounts
arose, then section 4979 of the Code imposes a ten percent (10%)
excise tax on the Employer maintaining the Plan with respect to such
amounts]. Excess Aggregate Contributions of Participants who are
subject to the Family Member aggregation rules described in Section
4.7(c)(3) shall be allocated among the Family Members in proportion
to the Thrift Contributions, Voluntary Contributions, and Matching
Contributions (or amounts treated as Matching Contributions) of each
Family Member that is combined to determine the combined Actual
Contribution Percentage.
(1) Determination of Income or Loss. The Excess Aggregate
Contributions shall be adjusted for income or loss for the Plan
Year. Unless indicated otherwise by the Committee, the income
or loss allocable to Excess Aggregate Contributions is the
income or loss allocable to the Participant's Voluntary
Contribution Account, Thrift Account and Employer Matching
Contribution Account for the Plan Year multiplied by a fraction,
the numerator of which is such Participant's Excess Aggregate
Contributions for the year and the denominator is the
Participant's account balance(s) attributable to Contribution
Percentage Amounts without regard to any income or loss
occurring during such Plan Year. If the Committee selects
another method in order to compute the income or loss, the
method selected must not violate the requirements of Code
section 401(a)(4) and must be used consistently for all Plan
participants and for all corrective distributions under the Plan
for the Plan Year.
(2) Treatment of Forfeitures. Forfeitures of Excess Aggregate
Contributions shall be allocated to Participants' Accounts or
applied to reduce Employer contributions, as elected by the
Employer in the Adoption Agreement, under Section 4.2. If
forfeitures are reallocated to the accounts of Participants
under Section 4.2, forfeitures of Excess Aggregate Contributions
shall be allocated in the same manner as Matching Contributions,
except that no such forfeitures shall be allocated to any Highly
Compensated Employee.
(3) The determination of the Excess Aggregate Contributions shall
be made after first determining the Excess Elective Deferrals
pursuant to Section 4.5, and then determining the Excess
Contributions pursuant to Section 4.6.
4.8 Non-Hardship Withdrawals
(a) If Employer Discretionary Contributions are not integrated with
Social Security and a Participant's Employer Discretionary
Contributions and Matching Contribution Accounts are 100% vested at
the time of distribution, and if permitted by the Adoption Agreement,
a Participant may make withdrawals from his Employer Discretionary
Contributions and Matching Contribution Accounts, for any reason,
after attainment of age fifty-nine and one-half (59-1/2).
(b) If permitted by the Adoption Agreement, a Participant may make
withdrawals from his Elective Deferral Account or Qualified
Nonelective Contribution Account, for any reason, after attainment
of age fifty-nine and one-half (59-1/2).
(c) A withdrawal under (a) or (b) above may be made at such time as the
Committee shall designate, but not more than quarterly during a Plan
Year provided that no single withdrawal shall be less than five
hundred dollars ($500) and a withdrawal by a Participant prior to his
separation from service may never exceed the smaller of the actual
amount contributed to the account or the adjusted value of the
account.
(d) If the Plan is subject to the Automatic Annuity Rules of Section 8.2,
the written consent of the Participant's spouse (consistent with the
requirements for a Qualified Election under Section 8.2) must be
obtained with respect to any withdrawal.
4.9 Distribution on Account of Financial Hardship
(a) If elected by the Employer in the Adoption Agreement, distributions
may be made from a Participant's Elective Deferral, Qualified
Nonelective Contribution Account, vested portion of the Participant's
Employer Discretionary Contribution Account, or the vested portion
of the Employer Matching Contribution Account on account of financial
hardship if the distribution is necessary in light of the immediate
and heavy financial needs of the Participant.
Effective for Plan Years beginning on or after January 1, 1989,
distributions on account of financial hardship with respect to
Elective Deferrals shall be limited to the amount of the
Participant's Elective Deferrals and income allocable to such
contributions credited to the Participant's Elective Deferral Account
as of the end of the last Plan Year ending before July 1, 1989;
neither the income allocable to Elective Deferrals credited to a
Participant's Elective Deferral Account after the end of the last
Plan Year ending before July 1, 1989 nor a Participant's Qualified
Non-elective Contribution Account shall be available for such
distributions.
(b) A distribution on account of financial hardship shall not exceed the
amount required to meet the immediate financial need created by the
hardship. With respect to the Elective Deferral Account, and the
Qualified Nonelective Contribution Account, the determination of the
existence of financial hardship, and the amount required to meet the
immediate financial need created by the hardship shall be made by the
Committee, in accordance with the criteria specified in (c) below.
With respect to the Employer Discretionary Contribution Account and
the Employer Matching Contribution Account, the determination of the
existence of financial hardship, and the amount required to meet the
immediate financial need created by the hardship shall be made by the
Committee, in accordance with the criteria specified in (d) below.
If the Plan is subject to the Automatic Annuity Rules of Section 8.2,
the written consent of the Participant's spouse (consistent with the
requirements for a Qualified Election under Section 8.2) must be
obtained with respect to any withdrawal on account of financial
hardship.
The Committee shall establish written procedures specifying the
requirements for distributions on account of hardship, including the
forms to be submitted. Distributions of amounts under this Section
shall be made as soon as administratively feasible.
(c) (1) Immediate and Heavy Financial Need. Hardship distributions will
be allowed only on account of:
(i) Expenses for medical care (described in section 213(d) of
the Code) incurred by the Employee, the Employee's spouse,
or any dependents of the Employee (as defined in section 152
of the Code) or necessary for these persons to obtain such care;
(ii) Purchase (excluding mortgage payments) of a principal residence
for the Employee;
(iii) Payment of tuition and related educational fees for
the next 12 months of post-secondary education for the
Employee, the Employee's spouse, children or
dependents;
(iv) The need to prevent the eviction of the Employee from his
principal residence or foreclosure on the mortgage of the
Employee's principal residence; or
(v) Such other financial need which the Commissioner of
Internal Revenue, through the publication of revenue
rulings, notices and other documents of general
applicability, deems to be immediate and heavy.
(2) Distribution Necessary to Satisfy Financial Need. A
distribution shall not be made on account of a financial need
unless all of the following requirements are satisfied:
(i) The distribution is not in excess of the amount of the
immediate and heavy financial need (including amounts
necessary to pay any federal, state or local income taxes
or penalties reasonably anticipated to result from the
distribution) of the Employee;
(ii) The Employee has obtained all distributions, other than
hardship distributions, and all nontaxable loans currently
available under all plans maintained by the Employer;
(iii) Elective contributions and employee contributions
under this Plan and all other qualified and
nonqualified deferred compensation plans
maintained by the Employer (other than mandatory
contributions to a defined benefit plan) shall
be suspended for at least twelve (12) months
after receipt of the hardship distribution. For
this purpose, the phrase "qualified and
nonqualified deferred compensation plans"
includes stock option, stock purchase and similar
plans, and cash or deferred arrangements under
a cafeteria plan, within the meaning of Section
125 of the Code. It does not include health or
welfare benefit plans; and
(iv) The Plan, and all other plans maintained by the Employer,
provide that the Employee may not make elective
contributions for the Employee's taxable year immediately
following the taxable year of the hardship distribution in
excess of the applicable limit under section 402(g) of the
Code for such next taxable year less the amount of such
Employee's elective contributions for the taxable year of
the hardship distribution.
An Employee shall not fail to be treated as an Eligible
Participant for purposes of the Actual Deferral Percentage
tests of Section 4.6 merely because his Elective Deferrals
are suspended in accordance with this provision.
(d) Immediate and Heavy Financial Need. The determination of whether an
immediate and heavy financial need exists shall be made by the
Committee in a uniform and nondiscriminatory manner. The criteria
may include the events described in Section 4.9(c) of this plan.
(e) If a distribution is made pursuant to this Section when the
Participant has a nonforfeitable right to less than 100 percent of
his Account balance derived from contributions made by the Employer
and the Participant may increase the nonforfeitable percentage in the
account:
(1) A separate account will be established for the Participant's
interest in the Plan as of the time of the distribution, and
(2) At any relevant time the Participant's nonforfeitable portion
of the separate account will be equal to an amount ("X")
determined by the formula:
X = P(AB + (R x D)) - (R x D)
For purposes of applying the formula: P is the nonforfeitable percentage
at the relevant time, D is the amount of the distribution and R is the
ratio of the Account balance AB at the relevant time to the Account
balance after distribution.
4.10 Special Distribution Rules
Except as provided in the Adoption Agreement, Elective Deferrals,
Qualified Nonelective Contributions, Qualified Matching Contributions
and income allocable thereto are not distributable to the
Participant, or the Participant's Beneficiary, in accordance with the
Participant's or Beneficiary's election, earlier than upon separation
from service, death, or Total and Permanent Disability. Distribution
(if elected in the Adoption Agreement) upon termination of the Plan
without the establishment or maintenance of a successor plan, the
Employer's sale of substantially all of the assets of a trade or
business or the sale of the Employer's interest in a subsidiary may
only be made, after March 31, 1988, in a lump sum distribution within
the meaning of section 401(k)(10)(B) of the Code.
Unless the Plan is a Profit Sharing Plan exempt from the Automatic
Annuity rules of Section 8.2 pursuant to Section 8.3, all
distributions that may be made pursuant to one or more of the
foregoing distributable events are subject to the spousal and
Participant consent requirements contained in sections 401(a)(11) and
417 of the Code.
ARTICLE V.
CONTRIBUTIONS AND CREDITS TO TARGET BENEFIT PLANS
[All provisions regarding target benefit plan
contributions are in the Adoption Agreement
for Dreyfus Standardized Prototype Target
Benefit Plan No. 01004].
ARTICLE VI.
CONTRIBUTION AND ALLOCATION LIMITS
6.1 Timing of Contributions
Contributions under Sections 3.1, 4.1, 4.4(3), 4.4(4), 4.4(5) and 5.1
shall be made no later than the time prescribed by law (including any
extensions thereof) for filing the Employer's federal income tax return
for the Plan Year for which they are made.
6.2 Deductibility of Contributions
All contributions made by an Employer shall be conditioned upon their
deductibility by the Employer for income tax purposes; provided, however,
that no contributions shall be returned to an Employer except as provided
in Section 6.3.
6.3 Return of Employer Contributions
Notwithstanding any other provision of this Plan, contributions made by
an Employer may be returned to such Employer if:
(a) the contribution was made by reason of a mistake of fact and is
returned to the Employer within one year of the mistaken
contribution, or
(b) the contribution was conditioned upon its deductibility by the
Employer for income tax purposes, the deduction was disallowed and
the contribution is returned to the Employer within one year after
the disallowance of the deduction, or
(c) the contribution was conditioned upon initial qualification of the
Plan, the Plan was submitted to the Internal Revenue Service for a
determination as to its initial qualification within the time
prescribed by law for filing the Employer's return for the taxable
year in which the Plan was adopted or such later date as the
Secretary of the Treasury may prescribe, the Plan received an adverse
determination, and the contribution is returned to the Employer
within one year after the date of the adverse determination.
Employer contributions may be returned even if such contributions have
been allocated to a Participant's Account which is fully or partially
nonforfeitable and it is necessary to adjust said Account to reflect the
return of the Employer contributions. The amount which may be returned
to the Employer is the excess of the amount contributed over the amount
that would have been contributed had there not occurred the circumstances
causing the excess. Earnings attributable to the excess contribution may
not be returned to the Employer, but losses thereto shall reduce the
amount to be so returned. Furthermore, if the withdrawal of the amount
attributable to the excess contribution would cause the balance of the
individual Account of any Participant to be reduced to less than the
balance which would have been in the Account had the excess amount not
been contributed, then the amount to be returned to the Employer shall be
limited to avoid such reduction.
6.4 Limitation on Allocations:
(a) If the Participant does not participate in, and has never
participated in another qualified plan or a welfare benefit fund, as
defined in section 419(e) of the Code, maintained by the Employer,
or an individual medical benefit account, as defined in section
415(l)(2) of the Code, maintained by the Employer, or a simplified
employee pension, as defined in section 408(k) of the Code,
maintained by the Employer which provides an Annual Addition, the
amount of Annual Additions which may be credited to the Participant's
Accounts for any Limitation Year will not exceed the lesser of the
Maximum Permissible Amount or any other limitation contained in this
Plan. If the Employer contribution that would otherwise be
contributed or allocated to the Participant's Accounts would cause
the Annual Additions for the Limitation Year to exceed the Maximum
Permissible Amount, the amount contributed or allocated will be
reduced so that the Annual Additions for the Limitation Year will
equal the Maximum Permissible Amount.
(b) Prior to the determination of the Participant's actual Compensation
for a Limitation Year, the Maximum Permissible Amount may be
determined on the basis of the Participant's estimated annual
compensation for such Limitation Year. Such estimated annual
compensation shall be determined on a reasonable basis and shall be
uniformly determined for all Participants similarly situated.
(c) As soon as administratively feasible after the end of the Limitation
Year, the Maximum Permissible Amount for such Limitation Year shall
be determined on the basis of the Participant's actual Compensation
for such Limitation Year.
(d) If, pursuant to Subsection (c) above or as a result of the allocation
of forfeitures, there is an Excess Amount with respect to a
Participant for a Limitation Year, such Excess Amount shall be
disposed of as follows:
(1) First, any deferrals made pursuant to a salary reduction
agreement or other deferral mechanism and Thrift/Voluntary
Employee contributions, to the extent that the return would
reduce the Excess Amount, shall be returned to the Participant.
(2) Unless otherwise specified in the Adoption Agreement, if after
the application of paragraph (1) an Excess Amount still exists,
and the Participant is covered by the Plan at the end of the
Limitation Year, the Excess Amount in the Participant's Accounts
will be used to reduce Employer contributions (including any
allocation of forfeitures) for such Participant in the next
Limitation Year, and each succeeding Limitation Year if
necessary.
(3) If after the application of paragraph (1) an Excess Amount still
exists, and the Participant is not covered by the Plan at the
end of the Limitation Year, the Excess Amount will be held
unallocated in a suspense account. The suspense account will
be applied to reduce future Employer contributions (including
allocation of any forfeitures) for all remaining Participants
in the next Limitation Year, and each succeeding Limitation Year
if necessary;
(4) If a suspense account is in existence at any time during the
Limitation Year pursuant to this Section, it will not
participate in the allocation of the Trust's investment gains
and losses. If a suspense account is in existence at any time
during a particular Limitation Year, all amounts in the suspense
account must be allocated and reallocated to Participants'
Accounts before any Employer or any employee contributions may
be made to the Plan for that Limitation Year. Excess Amounts
may not be distributed to Participants or former Participants.
(e) Subsections (e), (f), (g), (h), (i) and (j) apply if, in addition to
this Plan, the Participant is covered under another qualified master
or prototype defined contribution plan maintained by the Employer or
a welfare benefit fund, as defined in section 419(e) of the Code,
maintained by the Employer or an individual medical benefit account,
as defined in section 415(l)(2) of the Code, maintained by the
Employer, or a simplified employee pension maintained by the Employer
which provides an Annual Addition, during any Limitation Year. The
Annual Additions which may be credited to a Participant's Accounts
under this Plan for any such Limitation Year will not exceed the
Maximum Permissible Amount reduced by the Annual Additions credited
to a Participant's account under the other qualified master or
prototype defined contribution plans, welfare benefit funds,
individual medical accounts, and simplified employee pensions for the
same Limitation Year. If the Annual Additions with respect to the
Participant under other qualified master or prototype defined
contribution plans, welfare benefit funds, individual medical
accounts, and simplified employee pensions maintained by the Employer
are less than the Maximum Permissible Amount and the Employer
contribution that would otherwise be contributed or allocated to the
Participant's Accounts under this Plan would cause the Annual
Additions for the Limitation Year to exceed this limitation, the
amount contributed or allocated will be reduced so that the Annual
Additions under such plans and welfare benefit funds for the
Limitation Year will equal the Maximum Permissible Amount. If the
Annual Additions with respect to the Participant under such other
qualified master or prototype defined contribution plans, and welfare
benefit funds, individual medical accounts, and simplified employee
pensions in the aggregate are equal to or greater than the Maximum
Permissible Amount, no amount will be contributed or allocated to the
Participant's Accounts under this Plan for the Limitation Year.
(f) Prior to determining the Participant's actual Compensation for the
Limitation Year, the Employer may determine the Maximum Permissible
Amount based on the Participant's estimated annual compensation in
the manner described in Subsection (b).
(g) As soon as administratively feasible after the end of the Limitation
Year, the Maximum Permissible Amount for such Limitation Year shall
be determined on the basis of the Participant's actual Compensation
for such Limitation Year.
(h) If pursuant to Subsection (g) above or as a result of the allocation
of forfeitures, a Participant's Annual Additions under this Plan and
all such other plans result in an Excess Amount for a Limitation
Year, the Excess Amount will be deemed to consist of the Annual
Additions last allocated, except that Annual Additions attributable
to a simplified employee pension will be deemed to have been
allocated first, followed by Annual Additions to a welfare benefit
fund or individual medical account, regardless of the actual
allocation date.
(i) If an Excess Amount was allocated to a Participant on an allocation
date of this Plan which coincides with an allocation date of another
plan, the Excess Amount attributed to this Plan will be the product
of:
(1) the total Excess Amount allocated as of such date, times,
(2) the ratio of (A) the Annual Additions allocated to the
Participant for the Limitation Year as of such date under this
Plan, to (B) the total Annual Additions allocated to the
Participant for the Limitation Year as of such date under this
Plan and all other qualified Master and Prototype defined
contribution plans.
(j) Any Excess Amounts attributed to this Plan shall be disposed of as
provided in Subsection (d).
(k) If the Participant is covered under another qualified defined
contribution plan maintained by the Employer which is not a Master
or Prototype plan, Annual Additions which may be credited to the
Participant's Accounts under this Plan for any Limitation Year will
be limited in accordance with Subsections (e), (f), (g), (h), (i) and
(j) as though the other plan were a Master or Prototype plan unless
the Employer provides other limitations in the Adoption Agreement.
(l) If the Employer maintains, or at any time maintained, a qualified
defined benefit plan (other than the Sponsor's paired plan number
02001, covering any Participant in this Plan, the sum of the
Participant's Defined Benefit Fraction and Defined Contribution
Fraction will not exceed one (1.0) in any Limitation Year. Unless
the Employer elects otherwise in the Adoption Agreement, this
limitation will be met by freezing or reducing the rate of benefit
accrual under the qualified defined benefit plan.
(m) For purposes of this Section 6.4, the following definitions shall
apply:
(1) "Annual Additions" shall mean the sum of the following credited
to a Participant's account for the Limitation Year:
(A) All Employer contributions,
(B) All forfeitures, and
(C) All Employee contributions.
All excess deferrals as described in section 402(g) of the Code,
all excess contributions as defined in section 401(k)(8)(B) of
the Code, (including amounts recharacterized), and all excess
aggregate contributions as defined in section 401(m)(6)(B) of
the Code, regardless of whether such amounts are distributed or
forfeited, shall continue to be treated as Annual Additions.
For purposes of the above, amounts reapplied to reduce Employer
contributions under Subsections (d) and (j) shall also be
included as Annual Additions.
Amounts allocated, after March 31, 1984, to an individual
medical benefit account, as defined in section 415(l)(2) of the
Code, which is part of a pension or annuity plan maintained by
the Employer, are treated as Annual Additions to a defined
contribution plan. Also, amounts derived from contributions
paid or accrued after December 31, 1985, in taxable years ending
after such date, which are attributable to post-retirement
medical benefits allocated to the separate account of a Key
Employee, as defined in section 419A(d)(3) of the Code, under
a welfare benefit fund, as defined in section 419(e) of the
Code, maintained by the Employer, are treated as Annual
Additions to a defined contribution plan, and allocations under
a simplified employee pension.
(2) Unless specified otherwise in the Adoption Agreement, for purposes
of this Section, Compensation shall have the same meaning as
described in Section 1.15 of the Plan. One of the following
definitions of Compensation may be elected by the employer in the
Adoption Agreement.
(1) Information required to be reported under section 6041,
6051, and 6052, (Wages, Tips and Other Compensation Box on
Form W-2). Compensation defined as wages as defined in
section 3401(a) and all other payments of compensation to
an employee by the employer (in the course of the
employer's trade or business) for which the employer is
required to furnish the employee a written statement under
section 6041(d) and 6051(a)(3) of the Code. Compensation
must be determined without regard to any rules under
section 3401(a) that limit the remuneration included in
wages based on the nature or location of the employment or
the services performed (such as the exception for
agricultural labor in section 3401(a)(2)).
(2) Section 3401(a) wages. Compensation is defined as wages
within the meaning of section 3401(a) for the purposes of
income tax withholding at the source but determined without
regard to any rules that limit the remuneration included
in wages based on the nature or location of the employment
or the services performed (such as the exception for
agricultural labor in section 3401(a)(2).
(3) 415 safe-harbor compensation. Compensation is defined as
wages, salaries, and fees for professional services and
other amounts received (without regard to whether or not
an amount is paid in cash) for personal services actually
rendered int he course of employment with the employer
maintaining the plan to the extent that the amounts are
includable in gross income (including, but not limited to,
commissions paid salesmen, compensation for services on the
basis of percentage of profits, commissions on insurance
premiums, tips, bonuses, fringe benefits, and
reimbursements or other expense allowances under a
nonaccountable plan (as described in 1.62-2(c)), and
excluding the following:
(a) Employer contributions to a plan of deferred
compensation which are not includable in the
employee's gross income for the taxable year in which
contributed, or employer contributions under a
simplified employee pension plan to the extent such
contributions are deductible by the employee, or any
distributions from a plan of deferred compensation;
(b) Amounts realized from the exercise of a non-qualified
stock option, or when restricted stock (or property)
held by the employee either becomes freely
transferable or is no longer subject to a substantial
risk of forfeiture;
(c) Amounts realized from the sale, exchange or other
disposition of stock acquired under a qualified stock
option; and
(d) Other amounts which received special tax benefits, or
contributions made by the employer (whether or not
under a salary reduction agreement) towards the
purchase of an annuity contract described in section
403(b) of the Code (whether or not the contributions
are actually excludable from the gross income of the
employee).
For any self-employed individual compensation will mean
earned income.
For limitation years beginning after December 31, 1991, for
purposes of applying the limitations of this article,
compensation for a limitation year is the compensation actually
paid or made available during such limitation year.
Notwithstanding the preceding sentence, compensation for a
participant in a defined contribution plan who is permanently
and totally disabled (as defined in section 22(e)(3) of the
Internal Revenue Code) is the compensation such participant
would have received for the limitation year if the participant
had been paid at the rate of compensation paid immediately
before becoming permanently and totally disabled; such imputed
compensation for the disabled participant may be taken into
account only if the participant is not a highly compensated
employee (as defined in section 414(q) of the Code) and
contributions made on behalf of such participant are
nonforfeitable when made.
(3) "Defined Benefit Fraction" shall mean a fraction, the
numerator of which is the sum of the Participant's
Projected Annual Benefits under all the defined benefit
plans (whether or not terminated) maintained by the
Employer, and the denominator of which is the lesser of one
hundred twenty-five percent (125%) of the dollar limitation
determined for the Limitation Year under sections 415(b)
and (d) of the Code or one hundred forty percent (140%) of
the Highest Average Compensation (which shall mean the
average compensation for the three consecutive years of
Service with the Employer that produces the highest
average), including any adjustments under section 415(b)
of the Code. A year of Service with the Employer is the
twelve (12) consecutive month period defined in Section
1.54 of the Plan.
Notwithstanding the above, if the Participant was a Participant
as of the first day of the first Limitation Year beginning after
December 31, 1986, in one or more defined benefit plans
maintained by the Employer which were in existence on May 6,
1986, the denominator of this fraction will not be less than one
hundred twenty five percent (125%) of the sum of the annual
benefits under such plans which the Participant had accrued as
of the close of the last Limitation Year beginning before
January 1, 1987, disregarding any changes in the terms and
conditions of the Plan after May 5, 1986. The preceding
sentence applies only if the defined benefit plans individually
and in the aggregate satisfied the requirements of section 415
of the Code for all Limitation Years beginning before January
1, 1987.
(4) "Defined Contribution Fraction" shall mean a fraction, the
numerator of which is the sum of the Annual Additions to
the Participant's Account under all the defined
contribution plans (whether or not terminated) maintained
by the Employer for the current and all prior Limitation
Years (including the Annual Additions attributable to the
Participant's nondeductible Voluntary Contributions to all
defined benefit plans, whether or not terminated,
maintained by the Employer and the Annual Additions
attributable to all welfare benefit funds, as defined in
section 419(e) of the Code, and individual medical benefit
accounts as defined in section 415(l)(2) of the Code, and
simplified employee pensions, maintained by the Employer)
and the denominator of which is the sum of the Maximum
Aggregate Amounts for the current and all prior Limitation
Years of Service with the Employer (regardless of whether
a defined contribution plan was maintained by the
Employer). The Maximum Aggregate Amount in any Limitation
Year is the lesser of one hundred twenty-five percent
(125%) of the dollar limitation in effect under section
415(c)(1)(A) of the Code or thirty-five percent (35%) of
the Participant's Compensation for such year.
If the Employee was a Participant as of the end of the first day
of the first Limitation Year beginning after December 31, 1986,
in one or more defined contribution plans maintained by the
Employer which were in existence on May 6, 1986, the numerator
of this fraction will be adjusted if the sum of this fraction
and the Defined Benefit Fraction would otherwise exceed one
(1.0) under the terms of this Plan. Under the adjustment, an
amount equal to the product of (A) the excess of the sum of the
fractions over one (1.0) times (B) the denominator of this
fraction, will be permanently subtracted from the numerator of
this fraction. The adjustment is calculated as of the end of
the last Limitation Year beginning before January 1, 1987, and
disregarding any changes in the terms and conditions of the Plan
made after May 5, 1986, but using the section 415 limitation
applicable to the first Limitation Year beginning on or after
January 1, 1987.
The Annual Additions for any Limitation Year beginning before
January 1, 1987 shall not be recomputed to treat all Employee
contributions as Annual Additions.
(5) "Employer" shall mean the Employer that adopts this Plan and all
members of a controlled group of corporations (as defined in
section 414(b) of the Code and as modified by section 415(h) of
the Code) which includes the Employer; any trade or business
(whether or not incorporated) which is under common control (as
defined in section 414(c) and as modified by section 415(h) of
the Code) with the Employer; any organization (whether or not
incorporated) which is a member of an affiliated service group
(as defined in section 414(m)); and any other entity required
to be aggregated with the Employer under Section 414(o) ofthe
Code.
(6) "Excess Amount" shall mean the excess of the Participant's
Annual Additions for the Limitation Year over the Maximum
Permissible Amount.
(7) "Limitation Year" shall mean the calendar year, unless another
twelve (12) consecutive month period is elected in the Adoption
Agreement. All qualified plans maintained by the Employer must
use the same Limitation Year. If the Limitation Year is changed
by amendment, the new Limitation Year must begin on a date
within the Limitation Year in which the amendment is made.
(8) "Master or Prototype Plan" shall mean a plan the form of which
is the subject of a favorable opinion letter from the Internal
Revenue Service.
(9) "Maximum Permissible Amount" shall mean the lesser of:
(A) thirty-thousand dollars ($30,000) (or, if greater,
one-fourth (1/4th) of the defined benefit dollar limitation
set forth in section 415(b)(1) of the Code as in effect for
the Limitation Year), or
(B) twenty-five percent (25%) of the Participant's Compensation
for the Limitation Year.
The compensation limitation referred to in paragraph (B) above
shall not apply to any contribution for medical benefits (within
the meaning of section 401(h) or section 419A(f)(2) of the Code)
which is otherwise treated as an Annual Addition under section
415(l)(1) or 419A(d)(2) of the Code.
If a short Limitation Year is created because of an amendment
changing the Limitation Year to a different twelve (12)
consecutive month period, the Maximum Permissible Amount will
not exceed the defined contribution dollar limitation set forth
in paragraph (A) above multiplied by the following fraction:
Number of Months in the Short Limitation Year
12
(10) "Projected Annual Benefit" shall mean the annual retirement
benefit (adjusted to an actuarial equivalent straight life
annuity if such benefit is expressed in a form other than a
straight life annuity or Qualified Joint and Survivor Annuity)
to which the Participant would be entitled under the terms of
the Plan assuming:
(A) The Participant will continue employment until the Normal
Retirement Date under the Plan (or current date, if later)
and
(B) the Participant's Compensation for the current Limitation
Year and all other relevant factors used to determine
benefits under the Plan will remain constant for all future
Limitation Years.
6.5 Separate Accounts
The Committee shall maintain the following separate Accounts, as are
applicable, with respect to each Participant:
(a) a Regular Account (as described in Article III),
(b) an Elective Deferral Account (as described in Article IV),
(c) a Qualified Nonelective Contribution Account (as described in Article
IV),
(d) a Thrift Account (as described in Article IV),
(e) a Matching Contribution Account (as described in Article IV),
(f) a Voluntary Account (as described in Article X),
(g) a Voluntary Tax-Deductible Account (as described in Article X),
(h) a Rollover Account (as described in Article X),
(i) an Employer Discretionary Contribution Account (as described in
Article IV), and
(j) a Transfer Account (as described in Article X).
Each such Account shall be credited with the applicable contributions,
forfeitures, earnings losses, expenses, and distributions. The
maintenance of separate Accounts is only for accounting purposes and a
segregation of the Trust Fund to each Account shall not be required.
6.6 Valuation
(a) Except as otherwise provided in subsection (b) below, or as directed
by the Committee subject to approval by the Trustee, the assets of
the Trust Fund shall be valued at their current fair market value as
of each Valuation Date, and the earnings and losses of the Trust Fund
since the immediately preceding Valuation Date shall be allocated to
the separate Accounts of all Participants and former Participants
under the Plan in the ratio that the fair market value of each such
Account as of the immediately preceding Valuation Date, reduced by
any distributions or withdrawals therefrom since such preceding
Valuation Date, bears to the total fair market value of all separate
Accounts as of the immediately preceding Valuation Date, reduced by
any distributions or withdrawals therefrom since such preceding
Valuation Date; provided, however, that if Participant-directed
investments have been elected in the Adoption Agreement, the earnings
and losses of each separate Account shall be allocated solely to such
Account.
Notwithstanding any other provision of the Plan, the Committee may,
in its sole discretion, on any date other than the last day of the
Plan Year, determine the value of an Account. If such a
determination is made, the date of such determination shall be
considered to be a Valuation Date.
(b) If the plan is an Easy Retirement Plan, the dividends, capital gain
distributions, and other earnings or losses received on any share or
unit of a regulated investment company or collective investment fund,
or on any other investment, that is specifically credited to a
Participant's separate Accounts under the Plan and/or held under the
Custodial Agreement shall be allocated to such separate Accounts and,
in the absence of investment directions to the contrary, immediately
reinvested, to the extent practicable, in additional shares or units
of such regulated investment company or collective investment fund,
or in such other investments.
6.7 Segregation of Former Participant's Account
The Committee may segregate any portion of a former Participant's account
balance which is retained in the Fund after his death or separation from
service in an interest-bearing account and debited or credited only with
income and charges attributable directly.
ARTICLE VII.
VESTING
7.1 Vested Interest
Each Participant shall at all times have a fully vested interest in his
Elective Deferral Account, Qualified Nonelective Account, Voluntary
Account, Voluntary Tax-Deductible Account and Thrift Account. Each
Participant's Regular Account, Employer Discretionary Contribution
Account, and Employer Matching Contribution Account shall vest in
accordance with the vesting schedule elected in the Adoption Agreement.
If a Participant is not already fully vested in his Regular Account,
Employer Discretionary Contribution Account, and Employer Matching
Contributions Account, he shall become so upon reaching Normal Retirement
Age or Early Retirement Age, or upon his death or Total and Permanent
Disability.
7.2 Vesting of a Participant
Except in the case of Plans subject to full and immediate vesting, a
Participant's vested amount shall be calculated by multiplying his Regular
Account balance, Employer Discretionary Contribution Account balance, and
Employer Matching Contribution Account balance, if any, as determined on
the Valuation Date following his termination of employment by his vested
interest as determined under Section 7.1.
In order to determine the vested interest of a Participant after a Service
Break, the following rules shall apply:
(a) Subject to (b) below, a former Participant who had a nonforfeitable
right to all or a portion of the account balance derived from
Employer contributions at the time of the Participant's termination
will receive credit for all years of Service prior to a Service Break
if the Participant completes a year of Service after returning to the
employ of the Employer.
(b) In the case of a Participant who have five (5) or more consecutive
one (1) year Service Breaks, all Service after such Service Breaks
will be disregarded for the purpose of vesting the Employer-derived
account balance that accrued before such Service Breaks. Such
Participants' pre-Service Break Service will count in vesting the
post-Service Break Employer-derived account balance only if (1) such
Participant has any nonforfeitable interest in the account balance
attributable to Employer contributions at the time of separation from
service, or (2) upon returning to service the number of consecutive
one (1) year Service Breaks is less than the number of years of
Service. Separate accounts will be maintained for the Participant's
pre-Service Break and post-Service Break Employer-derived account
balance. Both accounts will share in the earnings and losses of the
Fund.
7.3 Amendment of Vesting Provisions
No amendment to the vesting provisions pursuant to Section 7.1 shall
deprive a Participant of his nonforfeitable rights to benefits accrued to
the date of the amendment. Further, if the vesting provisions of the
Plan are amended, or the Plan is amended in any way that directly or
indirectly affects computation of a Participant's nonforfeitable
percentage or if the Plan is deemed amended by an automatic change to or
from a top-heavy vesting schedule, each Participant with at least three
(3) years of Service may elect, within a reasonable period after the
adoption of the amendment, to have his nonforfeitable percentage computed
under the Plan without regard to such amendment. For Participants who do
not have at least one Hour of Service in any Plan Year beginning on or
after January 1, 1989, the preceding sentence shall be applied by
substituting "five (5) years of Service" for "three (3) years of Service."
The period during which the election may be made shall commence with the
date the amendment is adopted and shall end on the later of (1) sixty (60)
days after the amendment is adopted; (2) sixty (60) days after the
amendment becomes effective; or (3) sixty (60) days after the Participant
is issued written notice of the amendment by the Employer or Committee.
7.4 Forfeitures
(a) If a Participant terminates employment with the Employer and the
value of the Participant's vested account balance derived from
Employer and Employee contributions (other than accumulated
deductible employee contributions) is not greater than $3,500, the
Employee shall receive a distribution of the value of the entire
vested portion of such account balance, and the nonvested portion
will be treated as a forfeiture. For purposes of this Section 7.4,
if the value of a Participant's vested account balance is zero, the
Participant shall be deemed to have received a distribution of such
vested account balance. A Participant's vested account balance shall
not include Voluntary Tax-Deductible Contributions for Plan Years
beginning before January 1, 1989.
(b) If a Participant terminates employment with the Employer, and elects
(with his or her spouse's consent) in accordance with Article VIII
to receive the value of his or her vested account balance, the
nonvested portion will be treated as a forfeiture. If the
Participant elects to have distributed less than the entire vested
portion of the account balance derived from Employer contributions,
the part of the nonvested portion that will be treated as a
forfeiture is the total nonvested portion multiplied by a fraction,
the numerator of which is the amount of the distribution attributable
to Employer contributions and the denominator of which is the total
value of the vested Employer derived account balance.
(c) If a Participant terminates employment with the Employer but does not
receive a distribution described in (a) or (b) above, the non-vested
portion of his account balance will be treated as a forfeiture upon
the occurrence of a Service Break of five (5) consecutive years.
(d) If a Participant who receives a distribution pursuant to this Section
7.4 resumes employment, the Participant's Employer-derived account
balance will be restored to the amount on the date of distribution
if the Participant repays to the Plan the full amount of the
distribution attributable to Employer contributions before the
earlier of (i) five (5) years after the Participant's Re-Employment
Commencement Date or (ii) the date the Participant incurs five (5)
consecutive one (1) year Service Breaks following the date of
distribution. If a Participant is deemed to receive a distribution
pursuant to this Section, and the Participant resumes employment
covered under this Plan before the date the Participant incurs five
(5) consecutive one year Service Breaks, upon the reemployment of
such Participant, the Employer-derived account balance of the
Participant will be restored to the amount on the date of such deemed
distribution.
ARTICLE VIII.
BENEFITS ON RETIREMENT AND SEPARATION FROM SERVICE
8.1 Commencement of Benefits
(a) Any Participant who terminates employment with the Employer for any
reason (including Total and Permanent Disability as defined in
Section 1.61 of the Plan) shall be entitled to receive the value of
the vested portion of his Accounts (determined as of the Valuation
Date coincident with or immediately subsequent to his termination
with employment) as soon as administratively feasible after the date
of his termination of employment. If the value of the Employee's
vested account balance derived from Employer and Employee
contributions (excluding, for Plan Years beginning before January 1,
1989, accumulated Voluntary Tax-Deductible Contributions) is greater
than (or at the time of any prior distribution was greater than)
$3,500, then no such amount shall be distributed prior to Normal
Retirement Age (or age sixty-two (62), if later) unless the
Participant consents to the distribution. If the Plan is subject to
the Automatic Annuity rules of Section 8.2, then the consent of the
Participant's spouse shall also be required to a distribution in any
form other than a Qualified Joint and Survivor Annuity (as defined
in Section 8.2).
In the case of the Dreyfus Easy Retirement Plans (Plan Numbers 01005,
and 01006), Participants who attain the Plan's Normal Retirement Age
shall be entitled to receive the value of the vested portion of their
Accounts. With respect to the Dreyfus standardized and non-
standardized prototype profit-sharing plans (Plan Numbers 01002 and
01003) if permitted under the Adoption Agreement, Participants who
attain the Plan's Normal Retirement Age shall be entitled to receive
the value of the vested portion of their Accounts.
The Committee shall provide the Participant with a written
explanation of the material features and relative values of the
optional forms of benefit available under the Plan. Such notice
shall also notify the Participant of the right to defer distribution
until a future date specified by the Participant (not permitted in
the case of the Dreyfus Easy Retirement Plans -- Plan Numbers 01005
and 01006) or until Normal Retirement Age (or age sixty-two (62), if
later), and if the Plan is subject to the Automatic Annuity Rules of
Section 8.2, shall be provided during the period beginning ninety
(90) days before and ending thirty (30) days before the Annuity
Starting Date.
(b) If the value of the Participant's vested account balance derived from
Employer and Employee contributions (excluding, for Plan Years
beginning before January 1, 1989, accumulated Voluntary
Tax-Deductible Contributions) is not greater than $3,500, the
Employee shall receive a distribution of the value of the entire
vested portion of such account balance. However, no such
distribution shall be made after the Annuity Starting Date unless the
Participant and his or her spouse (or the Participant's surviving
spouse) consent in writing to such distribution.
(c) Unless the Participant elects otherwise, distribution of benefits
shall commence no later than the sixtieth (60th) day after the close
of the Plan Year in which the latest of the following events occurs:
(i) the Participant reaches his Normal Retirement Age (or age
sixty-five (65), if earlier),
(ii) the tenth (10th) anniversary of the year in which the
Participant commenced participation in the Plan, or
(iii) the Participant terminates employment with the Employer.
The failure of a Participant or surviving spouse to consent to a
distribution shall be deemed to be an election to defer commencement
of benefit distributions sufficient to satisfy this Section.
(d) Neither the consent of the Participant nor the Participant's spouse
shall be required to the extent a distribution is necessary to
satisfy section 401(a)(9) or section 415 of the Code.
(e) This Article applies to distribution made on or after January 1,
1993. Notwithstanding any provision of the plan to the contrary that
would otherwise limit a distributee's election under this Article,
a distributee may elect, at the time and in the manner prescribed by
the Committee, to have any portion of an eligible rollover
distribution paid directly to an eligible retirement plan specified
by the distributee in a direct rollover.
Definitions:
(i) Eligible rollover distribution: An eligible rollover
distribution is any distribution of all or any portion of
the balance to the credit of the distributee, except that
an eligible rollover distribution does not include: any
distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made
for the life (or life expectancy) of the distributee or the
joint lives (or joint life expectancies) of the distributee
and the distributee's designated beneficiary, or for a
specified period of ten years or more; any distribution to
the extent such distribution is required under section
401(a)(9) of the Code; and the portion of any distribution
that is not includible in gross income (determined without
regard to the exclusion for net unrealized appreciation
with respect to employer securities).
(ii) Eligible retirement plan: An eligible retirement plan is
an individual retirement account described in section
408(a) of the Code, an individual retirement annuity
described in section 408(b) of the Code, an annuity plan
described in section 402(a) of the Code, or a qualified
trust described in section 401(a) of the Code, that accepts
the distributee's eligible rollover distribution. However,
in the case of an eligible rollover distribution to the
surviving spouse, an eligible retirement plan is an
individual retirement account or individual retirement
annuity.
(iii) Distributee: A distributee includes an Employee or
former Employee. In addition, the Employee's or
former Employee's surviving spouse and the Employee's
or former Employee's spouse or former spouse who is
the alternate payee under a qualified domestic
relations order as defined in section 414(p) of the
Code, are distributees with regard to the interest of
the spouse or former spouse.
(iv) Direct rollover: A direct rollover is a payment by the
Plan to the eligible retirement plan specified by the
distributee.
8.2 Automatic Annuity Requirements
The provisions of Section 8.2 through 8.4 shall take precedence over any
conflicting provisions in this Plan.
(a) Applicability of Automatic Annuity Requirements.
Except as provided in Section 8.3 with respect to certain Profit
Sharing Plans, the provisions of this Section shall apply to any
Participant who is credited with at least one (1) Hour of Service
with the Employer on or after August 23, 1984, and such other
Participants as provided in Section 8.4.
Qualified Joint and Survivor Annuity. Unless an optional form of
benefit is selected pursuant to a Qualified Election within the
ninety (90) day period ending on the Annuity Starting Date, a married
Participant's Vested Account Balance shall be paid in the form of a
Qualified Joint and Survivor Annuity and an unmarried Participant's
Vested Account Balance will be paid in the form of a life annuity.
The Participant may elect to have such annuity distributed upon
attainment of the Earliest Retirement Age.
Qualified Pre-Retirement Survivor Annuity. Unless an optional form
of benefit has been selected within the Election Period pursuant to
a Qualified Election, if a Participant dies before the Annuity
Starting Date then the Participant's Vested Account Balance shall be
paid in the form of a Qualified Pre-Retirement Survivor Annuity. The
Surviving Spouse may elect to elect to have such annuity distributed
within a reasonable period after the Participant's death.
Definitions. For purposes of this Section 8.2, the following words
shall have the following meanings:
(i) "Earliest Retirement Age" shall mean the earliest date on which,
under the Plan, the Participant could elect to receive
retirement benefits.
(ii) "Election Period" shall mean the period which begins on the
first day of the Plan Year in which the Participant attains age
thirty-five (35) and ends on the date of the Participant's
death. If a Participant separates from service prior to the
first day of the Plan Year in which age thirty-five (35) is
attained, with respect to benefits accrued prior to separation,
the Election Period shall begin on the date of separation.
A Participant who will not yet attain age thirty-five (35) as
of the end of any current Plan Year may make a special Qualified
Election to waive the Qualified Pre-Retirement Survivor Annuity
for the period beginning on the date of such election and ending
on the first day of the plan year in which the Participant will
attain age thirty-five (35). Such election shall not be valid
unless the Participant receives a written explanation of the
Qualified Pre-Retirement Survivor Annuity in such terms as are
comparable to the explanation required under Section 8.2(b).
Qualified Pre-Retirement Survivor Annuity coverage will be
automatically reinstated as of the first day of the Plan Year
in which the Participant attains age thirty-five (35). Any new
waiver on or after such date shall be subject to the full
requirements of this Section 8.2.
(iii) "Qualified Election" shall mean a Participant's waiver of
a Qualified Joint and Survivor Annuity or a Qualified
Pre-Retirement Survivor Annuity. Any such waiver must be
consented to in writing by the Participant's Spouse. The
Spouse's consent must: designate a specific Beneficiary
(including any class of Beneficiaries or any contingent
Beneficiaries, which may not be changed without spousal
consent) or expressly permits designations by the
Participant without any further spousal consent;
acknowledge the effect of the election; and be witnessed
by a member of the Committee or a Notary Public.
Additionally, a Participant's waiver of the Qualified Joint
and Survivor Annuity shall not be effective unless the
election designates a form of benefit payment which may not
be changed without spousal consent (or the Spouse expressly
permits designations by the Participant without any further
spousal consent). Notwithstanding this consent
requirement, if the Participant establishes to the
satisfaction of a member of the Committee that there is no
Spouse or the Spouse cannot be located, a waiver will be
deemed a Qualified Election. Any spousal consent (or
deemed spousal consent) obtained under this provision will
be valid only with respect to such Spouse. A consent that
permits designations by the Participant without further
consent by such Spouse must acknowledge that the Spouse has
the right to limit consent to a specific Beneficiary and,
where applicable, a specific form of benefit, and that the
Spouse voluntarily elects to relinquish either or both of
such rights. A revocation of a prior waiver may be made
by a Participant without the consent of the Spouse at any
time before the commencement of benefits. The number of
revocations shall not be limited. No consent obtained
under this provision shall be valid unless the Participant
has received notice as provided in paragraph (b) below.
(iv) "Qualified Joint and Survivor Annuity" shall mean an immediate
annuity for the life of the Participant with a survivor annuity
for the life of the Spouse which is fifty percent (50%) of the
amount of the annuity which is payable during the joint lives
of the Participant and the Spouse and which is the amount of
benefit which can be purchased with the Participant's Vested
Account Balance.
(v) "Qualified Pre-Retirement Survivor Annuity" shall mean an
annuity for the life of the Participant's surviving spouse
purchased with the Participant's Vested Account Balance.
(vi) "Spouse (Surviving Spouse)" shall mean the Spouse or Surviving
Spouse of the Participant, provided that former spouse will be
treated as the Spouse or Surviving Spouse to the extent provided
under a qualified domestic relations order as described in
section 414(p) of the Code.
(vii) "Vested Account Balance" shall mean the aggregate value of
the Participant's vested account balance derived from
employer and employee contributions (including rollovers),
whether vested before or upon death, including the proceeds
of insurance contracts, if any, on the Participant's life.
The provisions of this Section 8.2 shall apply to a
Participant who is vested in amounts attributable to
employer contributions, employee contributions (or both)
at the time of death or distribution.
(b) Notice Requirements
Qualified Joint and Survivor Annuity. In the case of a Qualified
Joint and Survivor Annuity as described above, the Committee shall
provide each Participant within the period beginning ninety (90) days
before and ending thirty (30) days before the Annuity Starting Date
a written explanation of: (i) the terms and conditions of a
Qualified Joint and Survivor Annuity; (ii) the Participant's right
to make and the effect of an election to waive the Qualified Joint
and Survivor Annuity form of benefit; (iii) the rights of a
Participant's Spouse; (iv) the right to make, and the effect of, a
revocation of a previous election to waive the Qualified Joint and
Survivor Annuity; and (v) the right, if any, to defer the
commencement of benefits.
Qualified Pre-Retirement Survivor Annuity. In the case of a
Qualified Pre-Retirement Survivor Annuity as described above, the
Committee shall provide each Participant with a written explanation
of the Qualified Pre-Retirement Survivor Annuity in such terms and
in such manner as would be comparable to the explanation provided for
meeting the requirements applicable to explaining a Qualified Joint
and Survivor Annuity within whichever of the following periods ends
last:
(i) The period beginning on the first day of the Plan Year in which
the Participant attains age thirty-two (32) and ending with the
close of the Plan Year preceding the Plan Year in which the
Participant attains age thirty-five (35).
(ii) A reasonable period ending after a Participant enters the Plan.
(iii)A reasonable period ending after Section 8.3 ceases to
apply to a Profit Sharing Plan.
(iv) A reasonable period after Section 8.2 first applies to a
Participant.
Notwithstanding the foregoing, notice must be provided within a
reasonable period ending after termination of employment in the case
of a Participant who terminates employment before attaining age 35.
For purposes of applying the preceding paragraph, a reasonable period
ending after the enumerated events described in (ii), (iii), and (iv)
is the end of the two-year period beginning one year prior to the
date the applicable event occurs, and ending one year after that
date. In the case of a Participant who terminates employment before
the Plan Year in which age thirty-five (35) is attained, notice shall
be provided within the two-year period beginning one year prior to
termination and ending one year after termination. If such a
Participant thereafter returns to employment with the Employer, the
applicable period for such Participant shall be redetermined.
If a distribution is one to which sections 401(a)(11) and 417 of the
Code do not apply, such distribution may commence less than 30 days
after the notice required under section 1.411(a)-11(c) of the Income
Tax Regulations in given, provided that:
(1) the Plan Administrator clearly informs the Participant that
the Participant has a right to a period of at least 30 days
after receiving the notice to consider the decision of
whether or not to elect a distribution (and, if applicable,
a particular distribution option), and
(2) the participant, after receiving the notice,affirmatively
elects a distribution.
8.3 Profit Sharing Plans: Exception from Automatic Annuity Requirements
Unless otherwise specified in the Adoption Agreement, the provisions of
Sections 8.2 and 8.4 shall be inoperative in the case of a Profit Sharing
Plan if the following two (2) conditions are met: (1) the Participant
cannot or does not elect payments in the form of a life annuity, and (2)
on the death of the Participant, the Participant's Vested Account Balance
(as defined in Section 8.2) will be paid to the Participant's Surviving
Spouse (as defined in Section 8.2), but if there is no Surviving Spouse,
or, if the Surviving Spouse has already consented in a manner conforming
to a Qualified Election to a waiver of a Qualified Pre-Retirement Survivor
Annuity (under Section 8.2), then to the Participant's Beneficiary.
However, the foregoing shall not be operative with respect to a
Participant if it is determined that this Profit Sharing Plan is a direct
or indirect transferee of a defined benefit plan, money purchase pension
plan (including a target benefit plan), stock bonus, or profit-sharing
plan which is subject to the survivor annuity requirements of sections
401(a)(11) and 417 of the Code.
8.4 Transitional Rules Applicable to Joint and Survivor Annuities
(a) Any living Participant not receiving benefits on August 23, 1984, who
would otherwise not receive the benefits prescribed by Section 8.2
must be give the opportunity to elect to have Section 8.2 apply if
such Participant is credited with at least one (1) Hour of Service
under this Plan or a predecessor plan in a Plan Year beginning on or
after January 1, 1976, and such Participant had at least ten (10)
years of Service when he or she terminated employment.
(b) Any living Participant not receiving benefits on August 23, 1984, who
was credited with at least one (1) Hour of Service under this Plan
or a predecessor Plan on or after September 2, 1974, and who is not
otherwise credited with any Service in a Plan Year beginning on or
after January 1, 1976, must be given the opportunity to have his or
her benefits paid in the manner set forth in paragraph (d) below.
(c) The respective opportunities to elect (as described in paragraphs (a)
and (b) above) must be afforded to the appropriate Participants
during the period commencing on August 23, 1984, and ending on the
date benefits would otherwise commence to said Participants.
(d) Any Participant who has elected pursuant to paragraph (b) above and
any Participant who does not elect under paragraph (a) above or who
meets the requirements of paragraph (a) except that such Participant
does not have at least ten (10) Years of Service when he or she
terminates employment, shall have his or her benefits distributed in
accordance with all of the following requirements if benefits would
have been payable in the form of a life annuity:
(1) Qualified Joint and Survivor Annuity. If benefits in the form
of a life annuity become payable to a married Participant who:
(i) Begins to receive payments under the Plan on or after his
Normal Retirement Age; or
(ii) Dies on or after his Normal Retirement Age while still
working for the Employer; or
(iii)Begins to receive payments on or after the Qualified Early
Retirement Age; or
(iv) Separates from service on or after attaining his Normal
Retirement Age (or the Qualified Early Retirement Age) and
after satisfying the eligibility requirements for the
payment of benefits under the Plan and thereafter dies
before beginning to receive such benefits;
then such benefits shall be received under this Plan in the form
of a Qualified Joint and Survivor Annuity, unless the
Participant, with the consent of his or her Spouse, has elected
otherwise during the election period which shall begin at least
six (6) months before the Participant attains the Qualified
Early Retirement Age (or the date the Participant begins
participation in the Plan, if later) and end not more than
ninety (90) days before the commencement of benefits. Any
election hereunder shall be in writing and may be changed by the
Participant, with the consent of his or her Spouse, at any time
during the election period.
(2) Election of Early Survivor Annuity. A Participant who is
employed after attaining the Qualified Early Retirement Age will
be given the opportunity to elect, during the election period,
to have a survivor annuity payable on death. If the Participant
elects the survivor annuity, payments under such annuity must
not be less than the payments which would have been made to the
Spouse under the Qualified Joint and Survivor Annuity if the
Participant had retired on the day before his or her death. Any
election under this provision will be in writing and may be
changed by the Participant with the consent of his or her Spouse
at any time. The election period begins on the later of (1) the
ninetieth (90) day before the Participant attains the Qualified
Early Retirement Age, or (2) the date on which participation
begins, and ends on the date the Participant terminates
employment.
Notwithstanding the availability of the elections set forth
above, in the event a Participant dies after attaining the
Qualified Early Retirement Age while still employed by the
Employer, but before reaching the Normal Retirement Date, the
Participant's account balance as of the date of death shall be
paid to the Participant's Spouse. If the Participant is not
married, such benefit shall be paid to the Participant's
designated Beneficiary or, if none, to the Participant's estate.
(3) Definitions. For purpose of this Section 8.4, the following
words shall have the following meanings:
(i) "Qualified Joint and Survivor Annuity" shall mean an
annuity for the life of the Participant with a survivor
annuity for the life of his Spouse as described in Section
8.2.
(ii) "Qualified Early Retirement Age" shall mean the latest of:
(A) the earliest date, under the Plan, on which the
Participant may elect to receive retirement benefits;
(B) the first day of the one hundred twentieth (120th)
month beginning before the Participant reaches his
Normal Retirement Age; or
(C) the date on which the Participant begins
participation.
8.5 Required Payment of Benefits
(a) General Rule. Except as otherwise provided in Section 8.2, the
requirements of this Section shall apply to any distribution of a
Participant's account balance and will take precedence over any
inconsistent provisions of the Plan. Unless otherwise specified, the
provisions of this Section shall apply to calendar years beginning
after December 31, 1984.
All distributions required under this Section 8.5 shall be determined
and made in accordance with the Income Tax Regulations under section
401(a)(9) of the Code, including the minimum distribution incidental
benefit requirement of section 1.401(a)(9)-2 of the regulations.
(b) Limits on Distribution Periods. Distributions, if not made in a
single-sum, may only be made over one of the following periods (or
a combination thereof): (1) the life of the Participant; (2) the
life of the Participant and a Designated Beneficiary; (3) a period
certain not extending beyond the life expectancy of the Participant;
or (4) a period certain not extending beyond the joint and last
survivor expectancy of the Participant and a Designated Beneficiary.
Any annuity contract purchased and distributed to a Participant or
his Beneficiary shall comply with the requirements of this Plan, and
shall be made and endorsed as nontransferable.
(c) Minimum Amounts to be Distributed. If the Participant's entire
interest is to be distributed in other than a single sum, the
following minimum distribution rules shall apply on or after the
Required Beginning Date:
(i) If a Participant's benefit is to be distributed over (1) a
period not extending beyond the life expectancy of the
Participant or the joint life and last survivor expectancy of
the Participant and the Participant's Designated Beneficiary or
(2) a period not extending beyond the life expectancy of the
Designated Beneficiary, the amount required to be distributed
for each calendar year, beginning with distributions for the
first distribution calendar year, must at least equal the
quotient obtained by dividing the Participant's benefit by the
applicable life expectancy.
(ii) For calendar years beginning before January 1, 1989, if the
Participant's spouse is not the designated Beneficiary, the
method of distribution selected must assure that at least fifty
percent (50%) of the present value of the amount available for
distribution is paid within the life expectancy of the
Participant.
(iii) For calendar years beginning after December 31, 1988, the
amount to be distributed each year, beginning with
distributions for the first distribution calendar year
shall not be less than the quotient obtained by dividing
the Participant's benefit by the lesser of (1) the
applicable life expectancy or (2) if the Participant's
spouse is not the Designated Beneficiary, the applicable
divisor determined from the table set forth in Q&A-4 of
section 1.401 (a)(9)-2 of the Income Tax Regulations.
Distributions after the death of the Participant shall be
distributed using the applicable life expectancy in
paragraph (c)(i) above as the relevant divisor without
regard to section 1.401 (a)(9)-2 of the regulations.
(iv) The minimum distribution required for the Participant's first
distribution calendar year must be made on or before the
Participant's Required Beginning Date. The minimum distribution
for other calendar years, including the minimum
distribution for the distribution calendar year in which the
Employee's Required Beginning Date occurs, must be made on or
before December 31 of that distribution calendar year.
(d) Commencement of Death Benefits. Upon the death of the Participant,
the following distribution provisions shall take effect:
(i) If the Participant dies after distribution of his or her
interest has commenced, the remaining portion of such interest
will continue to be distributed at least as rapidly as under the
method of distribution being used prior to the Participant's
death. Upon the death of the Participant's Beneficiary, any
undistributed interest shall be paid to the legal
representatives of such Beneficiary's estate.
(ii) If the Participant dies before distribution of his or her
interest commences, the Participant's entire interest will be
distributed by December 31 of the calendar year in which falls
the fifth anniversary of the Participant's death except to the
extent that an election is made to receive distributions in
accordance with (1) or (2) below:
(1) If any portion of the Participant's interest is payable to
a Designated Beneficiary, distributions may be made in
substantially equal installments over the life or over a
period certain not greater than the life expectancy of the
Designated Beneficiary commencing on or before December 31
of the calendar year immediately following the calendar
year in which the Participant died.
(2) If the Designated Beneficiary is the Participant's
surviving spouse, the date distributions are required to
begin in accordance with (1) above shall not be earlier
than the later of (A) December 31 of the calendar year
immediately following the calendar year in which the
Participant died and (B) December 31 of the calendar year
in which the Participant would have attained age seventy
and one-half (70-1/2).
If the Participant has not made an election pursuant to this Section
8.5(d)(ii) by the time of his or her death, the Participant's
Designated Beneficiary must elect the method of distribution no later
than the earlier of (1) December 31 of the calendar year in which
distributions would be required to begin under this Section, or (2)
December 31 of the calendar year which contains the fifth anniversary
of the date of death of the Participant. If the Participant has no
Designated Beneficiary, or if the Designated Beneficiary does not
elect a method of distribution, distribution of the Participant's
entire interest must be completed by December 31 of the calendar year
containing the fifth anniversary of the Participant's death.
(iii) For purposes of Section 8.5(d)(ii) above, if the surviving
spouse dies after the Participant, but before payments to
such spouse begin, the provisions of Section 8.5(d)(ii),
with the exception of subparagraph (2) thereof, shall be
applied as if the surviving spouse were the Participant.
(iv) For purposes of this Section 8.5(d), any amount paid to a child
of the Participant will be treated as if it had been paid to the
Surviving Spouse if the amount becomes payable to the Surviving
Spouse when the child reaches the age of majority.
(v) For purposes of this Section 8.5(d), distribution of a
Participant's interest is considered to begin on the
Participant's Required Beginning Date (or, if Section
8.5(d)(iii) above is applicable, the date distribution is
required to begin to the surviving spouse pursuant to Section
8.5(d)(ii) above). If distribution in the form of an annuity
irrevocably commences to the Participant before the Required
Beginning Date, the date distribution is considered to begin is
the date distribution actually commences.
(e) Definitions. For purposes of this Section 8.5, the following terms
shall have the following meanings:
(i) Designated Beneficiary. The individual who is designated as the
Beneficiary under the Plan in accordance with section 401(a)(9)
of the Code and the regulations thereunder.
(ii) Distribution calendar year. A calendar year for which a minimum
distribution is required. For distributions beginning before
the Participant's death, the first distribution calendar year
is the calendar year immediately preceding the calendar year
which contains the Participant's Required Beginning Date. For
distributions beginning after the Participant's death, the first
distribution calendar year is the calendar year in which
distributions are required to begin pursuant to Section 8.5(d)
above.
(iii) Life expectancy. The life expectancy (or joint and last
survivor expectancy) calculated using the attained age of
the Participant (or Designated Beneficiary) as of the
Participant's (or Designated Beneficiary's) birthday in the
applicable calendar year. The applicable calendar year
shall be the first distribution calendar year. If annuity
payments commerce before the required beginning date, the
applicable calendar year is the year such payments
commence. Life expectancy and joint and last survivor
expectancy are computed by use of the expected return
multiples in Tables V and VI of section 1.72-9 of the
Income Tax Regulations.
Unless otherwise elected by the Participant (or spouse, in the
case of distributions described in Section 8.5(d)(ii)(2) above)
by the time distributions are required to begin, life
expectancies shall be recalculated annually. Such election
shall be irrevocable as to the Participant (or spouse) and shall
apply to all subsequent years. The life expectancy of a
nonspouse Beneficiary may not be recalculated.
(iv) Participant's benefit.
(A) The account balance as of the last valuation date in the
calendar year immediately preceding the distribution
calendar year (valuation calendar year) increased by the
amount of any contributions or forfeitures allocated to the
account balance as of dates in the valuation calendar year
after the valuation date and decreased by distributions
made in the valuation calendar year after the valuation
date.
(B) Exception for second distribution calendar year. For
purposes of paragraph (A) above, if any portion of the
minimum distribution for the first distribution calendar
year is made in the second distribution calendar year on
or before the Required Beginning Date, the amount of the
minimum distribution made in the second distribution
calendar year shall be treated as if it had been made in
the immediately preceding distribution calendar year.
(v) Required Beginning Date.
(A) General rule. The Required Beginning Date of a Participant
is the first day of April of the calendar year following
the calendar year in which the Participant attains age
seventy and one-half (70-1/2).
(B) Transitional rules. The Required Beginning Date of a
Participant who attains age seventy and one-half (70-1/2)
before January 1, 1988, shall be determined in accordance
with (1) or (2) below:
(1) Non-Five percent owners. The Required Beginning Date
of a Participant who is not a five percent (5%) owner
is the first day of April of the calendar year
following the calendar year in which the later of
retirement or attainment of age of seventy and
one-half (70-1/2) occurs.
(2) Five percent owners. The required beginning date of
a Participant who is a five percent (5%) owner during
any year beginning after December 31, 1979, is the
first day of April following the later of:
(i) the calendar year in which the Participant
attains age seventy and one-half (70-1/2), or
(ii) the earlier of the calendar year with or within
which ends the plan year in which the Participant
becomes a five percent (5%) owner, or the
calendar year in which the Participant retires.
The Required Beginning Date of a Participant who is
not a five percent (5%) owner who attains age seventy
and one-half (70-1/2) during 1988 and who has not
retired as of January 1, 1989, is April 1, 1990.
(C) Five percent owner. A Participant is treated as a five
percent (5%) owner for purposes of this Section if such
Participant is a five percent (5%) owner as defined in
section 416(i) of the Code but without regard to whether
the Plan is top-heavy) at any time during the Plan Year
ending with or within the calendar year in which such owner
attains age sixty-six and one-half (66-1/2) or any
subsequent Plan Year.
(D) Once distributions have begun to a five percent (5%) owner
under this Section, they must continue to be distributed,
even if the Participant ceases to be a five percent (5%)
owner in a subsequent year.
(f) Transitional Rule. Notwithstanding the other requirements of this
Section and subject to the requirements of Section 8.2, distribution
on behalf of any Employee, including a five percent (5%) owner, may
be made in accordance with all of the following requirements
(regardless of when such distribution commences):
(i) The distribution by the trust is one which would not have
disqualified such trust under section 401(a)(9) of the Code as
in effect prior to amendment by the Deficit Reduction Act of
1984.
(ii) The distribution is in accordance with a method of distribution
designated by the Employee whose interest in the trust is being
distributed or, if the Employee is deceased, by a Beneficiary
of such Employee.
(iii)Such designation was in writing, was signed by the Employee
or the Beneficiary, and was made before January 1, 1984.
(iv) The Employee had accrued a benefit under the Plan as of December
31, 1983.
(v) The method of distribution designated by the Employee or the
Beneficiary specifies the time at which distribution will
commence, the period over which distributions will be made, and
in the case of any distribution upon the Employee's death, the
Beneficiaries of the Employee listed in order of priority.
A distribution upon death will not be covered by this transitional rule
unless the information in the designation contains the required
information described above with respect to the distributions to be made
upon the death of the Employee.
For any distribution which commences before January 1, 1984, but continues
after December 31, 1983, the Employee, or the Beneficiary, to who such
distribution is being made, will be presumed to have designated the method
of distribution under which the distribution is being made if the method
of distribution was specified in writing and the distribution satisfies
the requirements in Subsections (i) through (v) above.
If a designation is revoked, any subsequent distribution must satisfy the
requirements of section 401(a)(9) of the Code and the regulations
thereunder. If a designation is revoked subsequent to the date
distributions are required to begin, the trust must distribute by the end
of the calendar year following the calendar year in which the revocation
occurs the total amount not yet distributed which would have been required
to have been distributed to satisfy section 401(a)(9) of the Code and the
regulations thereunder, but for the election under section 242(b)(2) of
Pub. L. No. 97-248. For calendar years beginning after December 31, 1988,
such distributions must meet the minimum distribution incidental benefit
requirements in section 1.401(a)(9)-2 of the Income Tax Regulations. Any
changes in the designation will be considered to be a revocation of the
designation. However, the mere substitution or addition of another
Beneficiary (one not named in the designation) under the designation will
not be considered to be a revocation of the designation, so long as such
substitution or addition does not alter the period over which
distributions are to be made under the designation, directly or indirectly
(for example, by altering the relevant measuring life). The rules of Q&A
J-2 and J-3 of Income Tax Regulations section 1.401(a)(9)-1 shall apply
to rollovers and transfers from one plan to another.
8.6 Available Forms of Distribution
(a) If pursuant to Section 8.3, the Plan is a Profit Sharing Plan exempt
from the Automatic Annuity Rules of Section 8.2, the normal form of
distribution shall be a lump sum distribution. Unless specified
otherwise in the Adoption Agreement, in lieu of the lump sum
distribution, a Participant or Beneficiary may elect to receive
installment payments payable monthly, quarterly, semi-annually or
annually.
(b) If the Plan is subject to the Automatic Annuity Rules of Section 8.2,
the normal form of distribution shall be the applicable form of
Automatic Annuity under Section 8.2. In lieu of the Automatic
Annuity, a Participant or Beneficiary may elect a lump sum
distribution or such other available forms of distribution as are set
forth below or as are specified in the Adoption Agreement. Any such
election by a Participant must be accompanied by the written consent
of his spouse (consistent with the requirements for a Qualified
Election under Section 8.2).
The available forms of distribution shall be:
(i) a joint and 100% survivor annuity contract purchased from an
insurance company selected by the Committee.
(ii) a single life annuity contract purchased from an insurance
company selected by the Committee.
(iii)a single life annuity contract, with 10 years guaranteed,
purchased from an insurance company selected by the Committee.
(iv) installments payable monthly, quarterly, semi-annually or
annually.
8.7 Certain Distributions
In the event a distribution of an account balance made to or on behalf of
a Participant prior to the attainment of age fifty-nine and one-half
(59-1/2) would be subject to the ten percent (10%) penalty tax set forth
in section 72(t) or 72(m)(5) of the Code, the Participant may, within
sixty (60) days of the distribution date, request that the distribution
be transferred to another qualified retirement plan or an Individual
Retirement Account as a rollover contribution if the distribution
satisfies the requirements of section 402(a)(5) of the Code.
8.8 Forfeitures
Any balance in the Regular Account, Employer Discretionary Contribution
Account or in the Employer Matching Contribution Account, if any, of a
Participant who is separated from service, to which he is not entitled
under the foregoing provisions, shall be forfeited and applied as provided
in Sections 3.2 and 4.2 of this Plan, and Section X(E) of the Dreyfus
Standardized/Paired Prototype Target Benefit Plan and Trust Adoption
Agreement.
ARTICLE IX.
DEATH BENEFITS
9.1 Payment to Beneficiary
(a) Subject to the provisions of Article VIII, upon the death of a
Participant, such Participant's account balance shall be paid to his
designated Beneficiary or if no such Beneficiary is designated or
survives the Participant, to the legal representative of such
Participant's estate. Such payment shall commence as soon as
practicable after the Participant's death and after the Trustee is
given such documentation as may be required under the provisions of
the Trust Agreement or Custodial Agreement.
(b) Subject to the provisions of the Custodial Agreement if the Plan is
an Easy Retirement Plan, the Committee may prescribe the manner in
which a Beneficiary is to be designated in writing and the Custodial
Agreement, may prescribe the manner in which such designations shall
be filed. Notwithstanding the foregoing, any designation (or change
of designation) of a Beneficiary must be consented to by the
Participant's Spouse pursuant to a Qualified Election under Section
8.2, if such Beneficiary is not the Participant's Spouse.
9.2 Method of Payment
Subject to the provisions of Article VIII, death benefits may be paid in
any mode of benefit payment provided for in this Plan as elected by the
Participant or Beneficiary, except in the event of the death of the
Participant after payments have commenced under an annuity contract, by
the Beneficiary.
ARTICLE X.
PARTICIPANT CONTRIBUTIONS; ROLLOVERS
10.1 Voluntary Contributions
(a) Effective for Plan Years beginning January 1, 1987, non-deductible
Voluntary Contributions shall not be permitted under this Plan. A
separate Account shall be maintained for Voluntary Contributions made
prior to such time. Such Account shall be nonforfeitable at all
times.
(b) A Participant may make withdrawals from the Voluntary Account at such
time as the Committee shall designate, but not more than quarterly
during a Plan Year provided that no single withdrawal shall be less
than the total amount available for withdrawal under the other
limitations of this Section 10.1 or five hundred dollars ($500),
whichever is less. Notwithstanding the preceding sentence, if the
Plan is an Easy Retirement Plan, a Participant may make such a
withdrawal at any time.
(c) If the Plan is subject to the Automatic Annuity rules of Section 8.2,
the written consent of the Participant's spouse (consistent with the
requirements for a Qualified Election under Section 8.2) must be
obtained with respect to any withdrawal.
(d) No forfeitures of amounts allocated to Participants from Employer
contributions and earnings thereon, shall occur solely as a result
of a Participant's withdrawal of voluntary contributions.
(e) Voluntary Contributions for Plan years beginning after December 31,
1986 shall be subject to the Contribution Percentage tests and the
rules applicable to Excess Aggregate Contributions set forth in
Section 4.7.
10.2 Voluntary Tax-Deductible Contributions
(a) Voluntary Tax-Deductible Contributions (within the meaning of section
72(o)(5)(A) of the Code) shall not be permitted under this Plan for
taxable years beginning after December 31, 1986. A separate
Voluntary Tax-Deductible Account shall be established for such
contributions made for taxable years beginning on or before December
31, 1986. Such Account shall be nonforfeitable at all times.
However, no part of the Voluntary Tax-Deductible Account will be used
to purchase life insurance or available for loans under Article XII.
(b) The Participant may withdraw any part of the Voluntary Tax-Deductible
Account by making written application to the Committee. If the Plan
is subject to the Automatic Annuity Rules of Section 8.2, the written
consent of the Participant's Spouse (consistent with the requirements
of a Qualified Election under Section 8.2) must be obtained to any
withdrawal made after the first day of the first Plan Year beginning
on or after January 1, 1989.
10.3 Transfers From Other Trusts
Unless specified otherwise in the Adoption Agreement, the Committee may,
in its discretion, direct the Trustee to accept a rollover contribution
described in sections 401(a)(31), 402(a)(5), 403(a)(4) or
408(d)(3)(A)(ii) of the Code or a direct transfer of funds from a
qualified retirement plan, provided that, in the opinion of counsel for
the Employer, the transfer will not jeopardize the tax exempt status of
the Plan or create adverse tax consequences to the Employer. The
Committee shall exercise such discretion in a uniform and
nondiscriminatory manner. A transfer or rollover contribution may be made
on behalf of an Employee eligible to participate in the Plan who has not
met the age and service requirements, if any, for participation. Such an
Employee shall become a Participant on the date the Trustee accepts the
rollover contribution or transfer for all purposes, except that no
employer or employee contributions shall be made by or on behalf of such
Employee and such Employee shall not share in Plan forfeitures until he
has completed the age and service requirements for participation and
become a Participant. A rollover contribution or transfer shall be
maintained in a Participant's Rollover Account and Transfer Account,
respectively. Notwithstanding the preceding sentence, amounts
attributable to voluntary deductible employee contributions shall be
maintained in a Participant's Voluntary Tax-Deductible Account.
A Participant may take withdrawals from the Rollover Account at such time
as the Committee shall designate, but not more than quarterly during a
Plan Year, provided that no single withdrawal shall be less than the total
amount available for withdrawal or five hundred dollars ($500) whichever
is less. If the Plan is subject to the Automatic Annuity Rules of Section
8.2 and the Participant is married, the request for withdrawal must be
consented to in writing by the Participant's spouse. Notwithstanding the
preceding sentence, if the Plan is an Easy Retirement Plan, a Participant
may make such a withdrawal at any time.
Unless indicated otherwise in the Adoption Agreement, distributions
shall be made from the Transfer Account upon meeting the requirements set
forth under Articles VIII and IX of the Plan. If the Plan is subject
to the Automatic Annuity Rules of Section 8.2 and the Participant is
married, the request for distribution must be consented to in writing by
the Participant's spouse.
The written consent of the Participant's spouse (consistent with the
requirements for a Qualified Election under Section 8.2) must be obtained
with respect to any withdrawal.
ARTICLE XI.
INSURANCE POLICIES
11.1 Policy Procurement
The Employer may elect in the Adoption Agreement to have the provisions
of this Article XI apply. If so authorized, the Committee may elect to
provide all Active Participants with the option of having life insurance
or annuity contracts (hereinafter referred to as "policy") purchased on
their behalf from a legal reserve life insurance company.
11.2 Rules and Regulations
The following rules shall be applicable to the acquisition, handling and
disposition of any policy:
(a) The basic options, cash surrender values and other material features
of all policies shall be as nearly uniform as possible. No endowment
policies shall be purchased.
(b) The Trustee shall be designated as the sole owner of any policy
purchased hereunder. However, all benefits, rights, privileges and
options under such policy and any dividends or credits earned in
insurance contracts will be allocated to the Participant's account
balance derived from Employer contributions for whose benefit the
contract is held. Notwithstanding any other provision of the Plan,
in computing the amount of the vested interest of any Participant,
the cash surrender value of any policy shall be included in the
Participant's account balance. The applicable vested interest
percentage shall be applied to this sum. The product of this
computation shall then constitute the Participant's vested interest.
(c) Payments made to any insurance company with respect to any such
policy shall constitute an investment of the funds credited to the
account balance of the Participant on whose behalf it was purchased
and his account balance derived from Employer contributions shall
accordingly be reduced by any such payments.
(d) If the policy or policies purchased are ordinary life insurance, the
aggregate premiums payable with respect to such policy or policies
may not equal or exceed fifty percent (50%) of the aggregate Employer
contributions and forfeitures credited to such Participant's account
balance, exclusive of investment earnings. A Participant may upon
consultation with the Committee and with its consent modify or
terminate this election at any time. If the policy purchased is term
or universal life insurance, the phrase "twenty-five percent (25%)"
shall be substituted for the phrase "fifty percent (50%)." If the
policy or policies purchased are ordinary life insurance and term
insurance, the sum of one-half (1/2) the ordinary life premiums and
the term premiums may not exceed twenty-five percent (25%) of the
aggregate Employer contributions and forfeitures credited to such
Participant's account balance, exclusive of investment earnings. For
purposes of these incidental insurance provisions, ordinary life
insurance contracts are contracts with both nondecreasing death
benefits and nonincreasing premiums.
(e) If a Participant is not insurable as a standard risk but may
nevertheless be eligible for insurance coverage at an extra rating
because of excess mortality hazards, the Committee, in its
discretion, may agree or not agree to obtain insurance. The
insurance to be purchased for a substandard life shall not exceed the
face amount that could have been purchased by the premium that would
have been available for the purchase of insurance had the Participant
not been rated a substandard life. In determining whether or not to
purchase insurance, the Committee shall not discriminate and shall
accord uniform treatment to all of its Participants in a similar
situation.
11.3 Transfer of Policies
(a) Upon the Participant's retirement, the Trustee shall, upon
instructions from the Committee, either transfer and deliver to the
Participant any policy held on his behalf (with such endorsements as
the Committee may direct), convert such policy to an annuity, or
surrender such policy, in which case the cash proceeds thereof shall
be included as part of the account balance of such Participant and
distributed accordingly.
(b) The Committee shall offer to a vested Participant any policy held in
his behalf at a price equal to the total cash surrender value of such
policy. If the Participant elects to purchase such policy, the
Trustee shall, upon instructions from the Committee, transfer
ownership of the policy to such Participant, endorsed so as to vest
in the transferee all right, title and interest thereto, free and
clear of the Trust. If the Participant declines to purchase such
policy, the Trustee shall, upon instructions from the Committee,
liquidate the policy for its cash surrender value; transfer the
policy to the Participant as a distribution of benefits; or if the
Participant has terminated employment with the Employer other than
by reason of retirement, death or disability, place the policy on a
paid-up basis. The Committee may direct the Trustee to designate
itself, if not so designated, as Beneficiary under such policy for
the period prior to the date on which it is liquidated.
(c) Subject to the Qualified Joint and Survivor Annuity Rules of Section
8.2, the contracts on a Participant's life will be converted to cash
or an annuity or distributed to the Participant upon commencement of
benefits.
11.4 Payment Upon Death
Subject to the Qualified Pre-Retirement Survivor Annuity Rules of Section
8.2, all death benefits payable under any policy held on behalf of
a deceased Participant shall be paid to his Beneficiary. Such benefits
may, as the Committee shall determine, be paid either to the Trust Fund,
in which case the cash proceeds thereof shall be included as part of
vested account balance of such Participant and distributed accordingly,
or directly by the insurance company to the Beneficiary pursuant to the
settlement option in effect at the time of the Participant's death. In
the absence of such election, the benefits may be paid in a lump sum or
under any other settlement option contained in such policy, as determined
by the Committee.
11.5 Plan Provisions Control
In the event of any conflict between the terms of this Plan and the terms
of any policy issued hereunder, the Plan provisions shall control.
ARTICLE XII.
LOANS
12.1 Loans to Participants
If permitted under the Adoption Agreement, the Committee, in its
discretion, may authorize and direct the Trustee to grant loans to
Participants and Beneficiaries in accordance with written rules
established by the Committee. Such loans:
(a) Shall not exceed the lesser of:
(1) fifty thousand dollars ($50,000) reduced by the excess, if any,
of (i) the highest outstanding balance of loans from the Plan
during the one (1) year period ending on the day before the date
on which such loan was made, over (ii) the outstanding balance
of loans from the Plan on the date such loan was made, or
(2) one-half (1/2) of the Participant's or Beneficiary's vested
interest under the Plan.
For this purpose, all plans of the Employer and Affiliated
Employers shall be treated as a single plan.
(b) Shall be evidenced by a promissory note, secured by an assignment of
a portion of the Participant's or Beneficiary's vested interest in
the Plan, other than a Voluntary Tax-Deductible Account (effective
for loans granted or renewed after October 18, 1989, the portion of
a Participant's or Beneficiary's vested interest which may be used
as security for a loan hereunder shall not exceed fifty percent
(50%));
(c) Shall bear a reasonable rate of interest as determined by the
Committee to be a rate of interest commensurate with the interest
rates charged by persons in the business of lending money for loans
which would be made under similar circumstances; and
(d) Shall require substantially level repayments of principal and
interest (with repayments made not less frequently than quarterly)
over a period not to exceed five (5) years. Any such loan shall be
nonrenewable except that if the loan was originally granted for a
period of less than five (5) years, then the same may be renewed, in
the discretion of the Committee, for a period of time equal to the
difference between five (5) years and the duration of the original
loan. The five (5) year repayment period shall not apply to any loan
used to acquire any dwelling unit which within a reasonable period
of time is to be used (to be determined at the time the loan is made)
as the principal residence of the Participant.
If the Plan is subject to the Automatic Annuity Rules of Section 8.2, the
written consent of the Participant's spouse (consistent with the
requirements for a Qualified Election under Section 8.2) must be obtained
within the ninety (90) day period ending on the date the account balance
is used as security for the loan. Such consent shall thereafter be
binding with respect to the consenting spouse or any subsequent spouse.
However, a new consent shall be required if the account balance is used
for renegotiation, extension, renewal or other revision of the loan.
If Participant-directed investments have been elected in the Adoption
Agreement, loans shall be treated as an investment of one or more of the
borrower's separate Accounts, in accordance with rules established by the
Committee. Repayments of principal and interest shall be allocated solely
to the Account(s) of the borrower from which such loan was made, and any
loss caused by non-payment or default shall be charged solely to such
Account(s). Otherwise, all loans hereunder shall be treated as an
investment of the Fund.
12.2 Provisions to be Applied in a Uniform and Nondiscriminatory Manner
In deciding whether or not to grant any request for a loan hereunder, the
Committee shall be guided by procedures and criteria designed to assure
that the loans shall be made available to all Participants and
Beneficiaries on a reasonably equivalent basis and shall not be available
to Highly Compensated Employees in an amount greater than the amount made
available to other Employees.
12.3 Satisfaction of Loan
In the event of default, foreclosure on the note and attachment of the
security will not occur until a distributable event occurs under the terms
of the Plan.
If spousal consent (consistent with the requirements for a Qualified
Election under Section 8.2) has been obtained, then, notwithstanding any
other provision of the Plan, the portion of the Participant's vested
account balance used as security for a loan shall be taken into account
for purposes of determining the amount of the account balance payable at
the time of death or distribution, but only if the reduction is used as
repayment of the loan. If less than one hundred percent (100%) of the
Participant's vested account balance (determined without regard to the
preceding sentence) is payable to the surviving spouse, then the account
balance shall be adjusted by first reducing the vested account balance by
the amount of the security used as repayment of the loan, and then
determining the benefit payable to the surviving spouse.
12.4 Loans to Owner-Employees or Shareholder-Employees
No loan shall be granted to an Owner-Employee or Shareholder-Employee
unless an exemption has been obtained for such loan from the Secretary of
Labor under Section 408 of the Act (and such loan is exempt from the
excise tax imposed under Section 4975 of the Code).
ARTICLE XIII.
TOP-HEAVY PROVISIONS
As specified in the Adoption Agreement, the provisions of this Article XIII
will either (1) always supersede any conflicting provisions in the Plan or (2)
only supersede such conflicting provisions in any Plan Year beginning after
1983, during which the Plan is or becomes Top-Heavy.
13.1 Definitions
For purposes of this Article and Article XVII, the following words shall
have the following meanings:
(a) "Compensation" shall mean Compensation as defined in Article I as
limited by section 401(a)(17) of the Code.
(b) "Determination Date" shall mean (1) the last day of the preceding
Plan Year, or (2) in the case of the first Plan Year of any Plan, the
last day of such Plan Year.
(c) "Employer" shall mean the Employer and all Affiliated Employers.
(d) "Key Employee" shall mean any Employee or former Employee (and the
Beneficiaries of such Employee) who at any time during the Plan Year
containing the Determination Date and the four (4) preceding Plan
Years was:
(1) An officer of the Employer if such individual's annual
compensation exceeds fifty percent (50%) of the dollar
limitation under section 415(b)(1)(A) of the Code (provided that
the number of employees treated as officers shall be no more
than fifty (50) or, if fewer, the greater of three (3) employees
or ten percent (10%) of all employees);
(2) An owner (or considered an owner under section 318 of the Code)
of at least a one-half of one percent (.5%) interest and one of
the ten (10) largest interests in the Employer if such
individual's annual compensation exceeds one hundred percent
(100%) of the dollar limitation under section 415(c)(1)(A) of
the Code;
(3) A five percent (5%) owner of the Employer; or
(4) A one percent (1%) owner of the Employer who has an annual
compensation of more than one hundred fifty thousand dollars
($150,000).
For this purpose, annual compensation means compensation as defined
in section 415(c)(3) of the Code, but including amounts excludible
from the Employee's gross income by reason of sections 125,
402(a)(8), 402(h) or 403(b) of the Code. The determination of who
is a Key Employee will be made in accordance with section 416(i)(1)
of the Code and the regulations thereunder.
(d) "Non-Key Employee" shall mean any Employee who is not a Key Employee.
(e) "Permissive Aggregation Group" shall mean the Required Aggregation
Group of plans plus any other plan or plans of the Employer which,
when considered as a group with the Required Aggregation Group, would
continue to satisfy the requirements of sections 401(a)(4) and 410
of the Code.
(f) "Present Value" shall be based on the interest and mortality table
specified in the Employer's qualified defined benefit plan for
Top-Heavy purposes, or if such assumptions are not specified in the
Employer's qualified defined benefit plan, Present Value shall be
based on the assumptions specified in the Adoption Agreement.
(g) "Required Aggregation Group" shall mean (1) each qualified plan of
the Employer in which at least one Key Employee participates or
participated at any time during the determination period (regardless
of whether the Plan has terminated), and (2) any other qualified plan
of the Employer which enables a plan described in (1) to meet the
requirements of Sections 401(a)(4) or 410 of the Code.
(h) "Super Top-Heavy Plan": For any Plan Year after 1983, this Plan is
Super Top-Heavy if the Top-Heavy Ratio for the Plan, the Required
Aggregation Group or the Permissive Aggregation Group, as applicable,
exceeds ninety percent (90%).
(i) "Top-Heavy": For any Plan Year beginning after 1983, this Plan is
Top-Heavy if any of the following conditions exist:
(1) If the Top-Heavy Ratio for this Plan exceeds sixty percent (60%)
and this Plan is not part of any Required Aggregation Group or
Permissive Aggregation Group of plans.
(2) If this Plan is a part of a Required Aggregation Group of plans,
but not part of a Permissive Aggregation Group and the Top-Heavy
Ratio for the group of plans exceeds sixty percent (60%).
(3) If this Plan is a part of a Required Aggregation Group and part
of a Permissive Aggregation Group of plans and the Top-Heavy
Ratio for the Permissive Aggregation Group exceeds sixty percent
(60%).
(j) "Top-Heavy Ratio":
(1) If the Employer maintains one or more defined contribution plans
(including any Simplified Employee Pension Plan) and the
Employer has not maintained any defined benefit plan which
during the five (5) year period ending on the Determination Date
has or has had accrued benefits, the Top-Heavy Ratio for this
Plan alone or for the Required or Permissive Aggregation Group
as appropriate is a fraction, the numerator of which is the sum
of the account balances of all Key Employees as of the
Determination Date (including any part of any account balance
distributed in the five (5) year period ending on the
Determination Date, and the denominator of which is the sum of
all account balances (including any part of any account balance
distributed in the five (5) year period ending on the
Determination Date, both computed in accordance with section 416
of the Code and the regulations thereunder. Both the numerator
and denominator of the Top-Heavy Ratio are increased to reflect
any contribution not actually made as of the Determination Date,
but which is required to be taken into account on that date
under section 416 of the Code and the regulations thereunder.
(2) If the Employer maintains one or more defined contribution plans
(including any Simplified Employee Pension Plan) and the
Employer maintains or has maintained one or more defined benefit
plans which during the five (5) year period ending on the
Determination Date has or has had any accrued benefits, the
Top-Heavy Ratio for any Required or Permissive Aggregation Group
as appropriate is a fraction, the numerator of which is the sum
of account balances under the aggregated defined contribution
plan or plans for all Key Employees determined in accordance
with (d) above, and the Present Value of accrued benefits under
the aggregated defined benefit plan or plans for all employees
as of the Determination Date, and the denominator of which is
the sum of the account balances under the aggregated defined
contribution plan or plans for all participants, determined in
accordance with (j)(1) above, and the Present Value of accrued
benefits under the defined benefit plan or plans for all
Participants as of the Determination Date, all determined in
accordance with section 416 of the Code and the regulations
thereunder. The accrued benefits under a defined benefit plan
in both the numerator and denominator of the Top-Heavy Ratio are
increased for any distribution of an accrued benefit made in the
five (5) year period ending on the Determination Date.
(3) For purposes of (1) and (2) above, the value of account balances
and the Present Value of accrued benefits will be determined as
of the most recent Valuation Date that falls within or ends with
the twelve (12) month period ending on the Determination Date,
except as provided in section 416 of the Code and the
regulations thereunder for the first and second Plan years of
a defined benefit plan. The account balances and accrued
benefits of a participant who is not a Key Employee but who was
a Key Employee in a prior year, or has not been credited with
at least one Hour of Service for any Employer maintaining the
Plan at any time during the five (5) year period ending on the
Determination Date will be disregarded. The calculation of the
Top-Heavy Ratio, and the extent to which distributions,
rollovers, and transfers are taken into account will be made in
accordance with section 416 of the Code and the regulations
thereunder. Deductible Employee contributions will not be taken
into account for purposes of computing the Top-Heavy Ratio.
When aggregating plans the value of account balances and accrued
benefits will be calculated with references to the Determination
Date that falls within the same calendar year.
(4) Solely for the purpose of determining if the Plan, or any other
plan included in a Required Aggregation Group of which this Plan
is a part, is Top-Heavy (within the meaning of section 416(g)
of the Code) the accrued benefit of a Non-Key Employee shall be
determined under (a) the method, if any, that uniformly applies
for accrual purposes under all plans maintained by the Employer,
or (b) if there is no such method, as if such benefit accrued
not more rapidly than the slowest accrual rate permitted under
the fractional accrual rate of section 411(b)(1)(C) of the Code.
(k) "Valuation Date" shall mean the last day of the Plan Year and is the
day on which account balances and accrued benefits are valued for
purposes of calculating the Top-Heavy Ratio.
13.2 Vesting Schedules
For any Plan Year in which this Plan is Top-Heavy, one of the Top Heavy
minimum vesting schedules as elected by the Employer in the Adoption
Agreement will automatically apply to the Plan. The Top Heavy Minimum
vesting schedule applies to all benefits within the meaning of section
411(a)(7) of the Code except those attributable to Employee contributions,
including benefits accrued before the effective date of section 416 of the
Code and benefits accrued before the Plan became Top-Heavy. Further, no
reduction in a vested benefit may occur in the event the Plan's status as
Top-Heavy changes for any Plan Year. However, this Section does not apply
to the account balance of any Employee who does not have an Hour of
Service after the Plan has initially become Top-Heavy and such Employee's
account balance attributable to Employer contributions and forfeitures
will be determined without regard to this Section.
13.3 Minimum Allocation
(a) Except as otherwise provided in (b), (c) and (d) below, when the Plan
is Top-Heavy the Employer contributions and forfeitures allocated on
behalf of any Participant who is a Non-Key Employee shall not be less
than the lesser of three percent (3%) of such Participant's
Compensation or, if neither the Employer nor an Affiliated Employer
maintains a defined benefit plan which designates this Plan to
satisfy sections 401(a)(4) or 410 of the Code, the largest percentage
of Employer contributions and forfeitures, as a percentage of the Key
Employee's Compensation, as limited by section 401(a)(17) of the Code
allocated on behalf of any Key Employee for that year. For purposes
of determining whether a Plan is Top-Heavy, Elective Deferrals are
considered Employer contributions. However, neither Elective
Deferrals nor Matching Contributions may be taken into account for
purposes of satisfying the three percent (3%) minimum Top-Heavy
contributions requirements for Plan Years beginning on or after
January 1, 1989.
The Minimum Allocation is determined without regard to a Social
Security contribution. This Minimum Allocation shall be made even
though, under other Plan provisions, the Participant would not
otherwise be entitled to receive an allocation, or would have
received a lesser allocation for the year because of (1) the
Participant's failure to complete one thousand (1,000) Hours of
Service (or any equivalent provided in the Plan), (2) the
Participant's failure to make mandatory employee contributions, or
(3) the Participant's Compensation is less than a stated amount.
(b) The provision in (a) above shall not apply to any Participant who was
not employed by the Employer on the last day of the Plan Year.
(c) If the Employer maintains a qualified defined benefit plan and this
Plan is Top-Heavy, but is not Super Top-Heavy, each Participant who
is a Non-Key Employee and is not covered by the defined benefit plan
shall receive the Minimum Allocation under (a) above, except that
"four percent (4%) "shall be substituted for "three percent (3%)".
(d) The provision in (a) above shall not apply with respect to any
Participant covered under any other qualified plan or plans of the
Employer other than a paired plan of the Sponsor and the adopting
Employer has elected in the Adoption Agreement that the minimum Top
Heavy allocation or benefit will be met in the other plan or plans.
If the Employer maintains a qualified defined benefit plan, other
than Sponsor's paired defined benefit plan 02001, and the adopting
Employer has elected in the Adoption Agreement to provide the Top
Heavy minimum allocation or benefit under this Plan, then with
respect to participants covered under both plans, "five percent (5%)"
shall be substituted for "three percent (3%)" in (a) above if the
Plan is Super Top Heavy and "seven and one-half percent (7-1/2%)"
shall be substituted for "three percent (3%)" in (a) above if the
Plan is Top Heavy, but not Super Top Heavy.
(e) The Minimum Allocation required (to the extent nonforfeitable under
section 416(b) of the Code) may not be forfeited under section
411(a)(3)(B) or 411(a)(3)(D) of the Code.
13.4 Adjustment to Defined Benefit Fraction and Defined Contribution Fraction
under section 6.4.
If the Plan is Super Top-Heavy, then "one-hundred percent (100%)" shall
be substituted for "one hundred twenty-five percent (125%)" in the
denominator of the Defined Benefit Fraction and the Defined Contribution
Fraction under Section 6.4.
ARTICLE XIV.
THE COMMITTEE
14.1 Creation of a Committee
The Employer may appoint a person or persons to act as the Committee and
serve at its pleasure. If no such Committee is appointed, the Employer
shall act as the Committee. The Employer shall notify the Trustee of the
appointment of the original members of the Committee and of each change
in the membership of the Committee. Vacancies in the Committee shall be
filled by the Employer.
14.2 Committee Action
In the event that the Employer appoints such person or persons to act as
the Committee, such Committee shall act by a majority of its members at
a meeting (which can be by telephone) or in writing without a meeting.
A member of the Committee who is also a Participant of the Plan shall not
vote or act as a member of the Committee upon any matter relating solely
to his rights or benefits under the Plan.
14.3 Authorized Signatory
Except as otherwise provided in Section 14.10, the Committee may designate
a person or persons who shall be authorized to sign any document in the
name of the Committee. The Trustee shall be fully protected in relying
upon any notice, instruction or certification from the Committee or
executed pursuant to the provisions of this Section.
14.4 Powers and Duties
The Committee shall have such powers and duties as are necessary for the
proper administration of the Plan, including but not limited to the power
to make decisions with respect to the application and interpretation of
the Plan. The Committee shall be empowered to establish rules and
regulations for the transactions of its business and for the
administration of the Plan. The determinations of the Committee with
respect to the interpretation, application, or administration of the Plan
shall be final, binding, and conclusive upon each person or party
interested or concerned.
14.5 Nondiscrimination
Where provisions of this Plan are at the discretion of the Committee, all
Participants shall be treated in a uniform and nondiscriminatory manner.
14.6 Records and Reports
The Committee shall maintain such records as may be necessary for proper
administration of the Plan and shall be responsible for supplying all
information and reports to the Internal Revenue Service, Department of
Labor, Participants, Beneficiaries and others as required by law.
Employees may examine records pertaining directing to them.
14.7 Reliance on Professional Advice
The Committee shall be entitled to rely conclusively on the advice or
opinion of any consultant, accountant, or attorney and such persons may
also act in their respective professional capacities as advisors to the
Employer.
14.8 Payment of Expenses
All expenses of administration may be paid out of the Trust Fund unless
paid by the Employer. Such expenses shall include any expenses incident
to the duties of the Committee, including, but not limited to, fees of
consultants, accountants, and attorneys, and other costs of administering
the Plan. Until paid, the expenses shall constitute a liability of the
Trust Fund. However, the Employer may reimburse the Trust Fund for any
administration expense incurred. Any administration expense paid to the
Trust Fund as a reimbursement shall not be considered an Employer
contribution.
14.9 Limitation of Liability
The Committee must discharge its duties solely in the interest of the
Participants and their Beneficiaries. The Committee must carry out its
duties with the care, skill, prudence and diligence under circumstances
then prevailing that a prudent man acting in a like capacity and familiar
with such matters would use in the conduct of an enterprise of like
character and with like aims. The Committee, however, shall not be liable
for any acts or decisions based on the advice or opinion of any
consultant, accountant or attorney employed by the Committee in their
respective professional capacities as advisors to the Employer, provided,
however, that the Committee did not violate its general fiduciary duty in
selecting or retaining such advisor.
14.10 Payment Certification to Trustee
The Committee shall provide written instruction to the Trustee with
respect to all payments which become due under the terms of the Plan and
shall direct the Trustee to make such payments from the Trust Fund. All
orders, requests and instructions by the Committee to the Trustee shall
be in writing and signed by an authorized member of the Committee.
The Trustee shall act and shall be fully protected in acting in accordance
with such orders, requests and instructions.
14.11 Claims Procedure
A Participant or Beneficiary ("Claimant") may file a written claim for
benefits with the Committee. If the Committee decides that a Claimant
is not entitled to all or any part of the benefits claimed, it shall
within ninety (90) days of receipt of such claim, inform the Claimant in
writing of its determination; the reasons for its determination,
including specific references to the pertinent Plan provisions; and the
Plan's review procedures. The Claimant or his authorized personal
representative shall be permitted to review pertinent documents and within
sixty (60) days after receipt of the notice of denial of claim to request
to appear personally before it or to submit such further information or
comments to the Committee as will, in the Claimant's opinion establish his
right to such benefits. The Committee will render its final decision with
the specific reason therefore in writing and will transmit it to the
claimant by certified mail within sixty (60) days (or one hundred twenty
(120) days, if special circumstances require an extension of time and the
claimant is given written notice within the initial sixty (60) day period)
of any such appearance. If the final decision is not made within such
period, it will be considered denied. If, upon review of a request for
benefits hereunder, the Committee finds the Participant ineligible for
such benefits, it shall inform the Participant in writing the reason or
reasons for such denial. In the event any Participant or Beneficiary
disagrees with the conclusions of the Committee, the Committee must
reconsider their decision based on the facts and evidence presented to
them by the Participant or Beneficiary. Further, the Committee must
substantiate in writing to any Participant or Beneficiary who disagrees
with the amount of his benefit the method under which the benefit
computations were made.
ARTICLE XV.
GENERAL PROVISIONS
15.1 No Right of Continued Employment
No Employee or Participant shall have any right or claim to any benefit
under the Plan except in accordance with the provisions of the Plan. The
adoption of the Plan shall not be construed as creating any contract of
employment between the Employer and any Employee or otherwise conferring
upon any Employee or other person any legal right to continuation of
employment, nor as limiting or qualifying the right of the Employer to
discharge any Employee without regard to the effect that such discharge
might have upon his rights under the Plan.
15.2 Nonalienation of Interest
No benefit or interest available hereunder will be subject to assignment
or alienation, either voluntarily or involuntarily. The preceding
sentence shall not apply to loans made to the Participant under the Plan,
or domestic relations orders which are determined by the Committee to be
qualified domestic relations orders, as defined in section 414(p) of the
Code and section 206(d)(3) of the Act, or were entered before January 1,
1985. Notwithstanding any provision in the Plan to the contrary, payments
pursuant to a qualified domestic relations order may be made to an
alternate payee prior to the time that the Plan may make payments to the
affected Participant.
15.3 Incompetence of Participants and Beneficiaries
If the Committee deems any person incapable of receiving benefits to which
he is entitled by reason of minority, illness, infirmity, or other
incapacity, it may direct the Trustee to make payment directly for the
benefit of such person to a legal representative of such person. Such
payment shall, to the extent thereof, discharge all liability of the
Employer, the Committee, the Trustee and the Fund.
15.4 Unclaimed Benefits
If any benefit hereunder has been payable and unclaimed for four (4) years
since the whereabouts or continued existence of the person entitled
thereto was last known to the Committee, such benefit shall be placed in
a segregated, interest-bearing suspense account with no further attempts
to uncover the whereabouts of the person entitled thereto. The Committee
shall rely upon notification from the Department of Health, Education and
Welfare as to the whereabouts of such person when he applies for benefits
under the Social Security Act. The four (4) year period may be extended
by the Committee whenever, in its discretion, special circumstances
justify such action. The Committee shall make a reasonable and diligent
search for the Participant before any benefit is segregated. If a benefit
is forfeited because the Participant or Beneficiary cannot be found, such
benefit will be reinstated if a claim is made by the Participant or
Beneficiary.
15.5 Separate Employer Trusts Maintained
Except as provided in Section 16.5, the Plan of each Employer which adopts
this Prototype Plan and corresponding Trust Agreement as part of its Plan
shall be administered separately from those of any other Employer.
15.6
The Plan shall be administered, construed and enforced to the state
wherein the Trustee maintains its principal place of business, except to
the extent preempted by the Act.
15.7 Severability
Should any provision of the Plan or rules and regulations adopted
thereunder be deemed or held to be unlawful or invalid for any reason,
such fact shall not adversely affect the other provisions unless such
invalidity shall render impossible or impractical the functioning of the
Plan. In such case, the appropriate parties shall immediately adopt a new
provision to take the place of the illegal or invalid provision.
15.8 Gender and Number
The masculine pronoun wherever used shall include the feminine pronoun and
the singular shall include the plural and the plural shall include the
singular, wherever appropriate to the context.
15.9 Titles and Headings
The titles or headings of the respective Articles and Sections are
inserted merely for convenience and shall be given no legal effect.
15.10 Failure of Employer's Plan to Qualify
The use of this Prototype Plan and corresponding Trust Agreement shall be
available only to the Plans of Employers which meet the requirements of
section 401(a) of the Code. If the Employer's Plan fails to attain or
retain qualification, such Plan will no longer participate in this
Prototype Plan and will be considered an individually designed plan.
15.11 Exclusive Benefit
Except as provided in Section 6.3, at no time shall any part of the corpus
or income of the Fund be used for or diverted to purposes other than for
the exclusive benefit of the Participants and their Beneficiaries and
defraying reasonable expenses of the Plan.
15.12 Action by Employer
Any action, including the amendment or termination of the Plan as provided
in Sections 16.1 and 16.2 of the Plan, by an Employer which is a
corporation shall be taken by the board of directors of the corporation
or any person or persons duly empowered to exercise the powers of the
corporation with respect to the Plan. In the case of an Employer which
is a partnership, any action, including the amendment or termination of
the Plan as provided in Sections 16.1 and 16.2 of the Plan, shall be taken
by any general partner or the partnership. In the case of an Employer
which is a sole proprietorship, any action, including the amendment or
termination of the Plan as provided in Sections 16.1 and 16.2 of the Plan,
shall be taken by the sole proprietor.
ARTICLE XVI
AMENDMENT AND TERMINATION
16.1 Amendment
(a) The Employer expressly recognizes the authority of the Sponsor to
amend the Plan and the Trust Agreement or Custodial Agreement from
time to time, and the Employer shall be deemed to have consented to
any such amendment. The Employer shall receive a written instrument
indicating the amendment of the Plan and Trust Agreement and such
amendment shall become effective as of the effective date of such
instrument.
(b) The Employer reserves the right to amend the Plan at any time.
Except for (1) changes to the choice of options in the Adoption
Agreement, (2) amendments stated in the Adoption Agreement which
allow the Plan to satisfy section 415 of the Code or to avoid
duplication of minimums under section 416 of the Code because of the
required aggregation of multiple plans, or (3) amendments published
by the Internal Revenue Service which specifically provide that their
adoption will not cause the Plan to be treated as individually
designed, an Employer will no longer participate in the Prototype
Plan and will be considered to have an individually designed plan if
it amends the Plan or obtains a waiver of the minimum funding
requirement under Section 412(d) of the Code.
(c) Notwithstanding anything in this Plan to the contrary, no amendment
shall:
(1) Increase the responsibility of the Trustee without the Trustee's
written consent;
(2) Have the effect of decreasing a Participant's account balance
or eliminating an optional form of benefit with respect to
accrued benefits, except to the extent permitted by section
412(c)(8) of the Code;
(3) In the case of an Employee who is a Participant as of the later
of the date such amendment is adopted or the date it becomes
effective, decrease the nonforfeitable percentage (determined
as of such date) of such Employee's right to his
Employer-derived account balance below his non-forfeitable
percentage computed under the Plan without regard to such
amendment;
(4) Violate the exclusive benefit rule of Section 15.11.
16.2 Termination and Partial Termination
The adopting Employer may, at any time, by written notice to the Trustee
in such form as is acceptable to the Trustee, terminate the Plan and
discontinue all further contributions hereunder. Upon termination or
partial termination of the Plan or upon complete discontinuance of
contributions to a Profit Sharing Plan, each affected Employee shall have
a one hundred percent (100%) vested and nonforfeitable interest in his
account balance. Upon a termination or partial termination of the Plan
(and subject to the limitations of section 4.10 in the case of a cash or
deferred arrangement qualified under section 401(k) of the Code), each
affected Participant's account balance may be distributed in accordance
with the provisions of Article VIII or, at the option of the Employer and
with the Trustee's consent, shall continue to be held by the Trustee for
distribution as authorized by Articles VIII and IX. Notwithstanding the
preceding sentence, a Profit Sharing Plan which does not offer an annuity
form of benefit (purchased from a commercial provider) may distribute each
affected Participant's account balance immediately in a single sum without
Participant consent, provided that neither the Employer nor any Affiliated
Employer maintains another defined contribution plan, other than an
employee stock ownership plan (as defined in section 4975(e)(7) of the
Code). If either the Employer or any Affiliated Employer maintains
another such defined contribution plan, then a Participant's account
balance may be transferred to such plan without his consent if the
Participant does not consent to the single sum distribution from this
Plan.
16.3 Plan Merger and Consolidation or Transfer of Plan Assets
In the event of any merger or consolidation with, or transfer of assets
or liabilities to, any other plan, each Participant of this Plan would (if
the Plan then terminated) receive an amount immediately after such merger,
consolidation or transfer which is equal to or greater than the amount he
would have been entitled to receive immediately before the merger,
consolidation, or transfer (if the Plan had then terminated).
16.4 Amended and Restated Plans
If this Plan is an amendment and restatement of an existing plan
("Existing Plan"), the following provisions shall apply:
(a) Each Employee who was a participant in the Existing Plan immediately
prior to the Effective Date shall become a Participant in this Plan
on the Effective Date.
(b) The balance of such Employee's accounts under the Existing Plan
attributable to employer or employee contributions shall be allocated
to the corresponding Accounts under this Plan or accounted for
separately.
(c) All years of service credited for vesting service under the Existing
Plan shall be credited as years of Service under this Plan. The
amendment and restatement shall not reduce the vested interest of a
participant in the Existing Plan, and any change in the vesting
schedule shall be subject to the provisions of Section 7.3.
(d) The amendment and restatement shall not reduce a Participant's
account balance and shall not eliminate any optional form of benefit.
(e) Any beneficiary designation in effect under the Existing Plan
immediately before the amendment and restatement shall be deemed to
be a valid Beneficiary designation under this Plan, to the extent
consistent with Article VIII.
16.5 Participating Employers
(a) With the consent of the Employer and Trustee, and by duly authorized
action, any Affiliated Employer may adopt this Plan and become a
Participating Employer.
(b) Each such Participating Employer shall be bound by the same Adoption
Agreement provisions as those selected by the Employer, and to use
the same Trustee as the Employer. If the Employer does not make a
contribution to the Plan, the Participating Employer shall be
obligated to do so.
(c) The Trustee may, but shall not be required to commingle, hold and
invest as one Trust Fund all contributions made by Participating
Employers, as well as all increments thereof.
(d) With respect to its relations with the Trustee and Committee for the
purposes of this Plan, each Participating Employer shall be deemed
to have irrevocably designated the adopting Employer as its agent.
Amendment of this Plan by the adopting Employer at any time when
there shall be a Participating Employer hereunder shall only be by
the written action of the adopting Employer, with the consent of the
Trustee where such consent is necessary in accordance with the terms
of this Plan.
(e) A Participating Employer may, at any time, by written notice to the
Employer and Trustee in such form as is acceptable to the Employer
and Trustee, discontinue its participation in the plan and
discontinue all further contributions hereunder. The Employer shall
direct the Trustee to transfer, deliver and assign Fund assets
attributable to the Participants of such Participating Employer to
such successor trustee as shall have been designated by such
Participating Employer, in the event that it has established a
separate plan for its Employees. If no successor trustee is
designated, the Trustee shall retain such assets for the
Employees of said Participating Employer pursuant to the provisions
of Articles VIII and IX hereof.
ARTICLE XVII.
PAIRED PLAN PROVISIONS
The provisions of this Article are applicable only if the Employer adopts a set
of Dreyfus paired plans. Paired plans are a combination of standardized form
plans offered by the Sponsor, so designed that if any single plan or
combination of plans is adopted by an Employer each plan by itself, or the
plans together, will meet the anti-discrimination rules set forth in section
401(a)(4) of the Code, the contribution and benefit limits set forth in section
415 of the Code and the Top-Heavy provisions set forth in section 416 of the
Code.
17.1 Compliance With Section 415(e) of the Code
If the Employer adopts one or two of Sponsor's paired defined contribution
plans and Sponsor's paired defined benefit plan, the "1.0" aggregate
limitation of section 415(e) of the Code on contributions and benefits
will be met by freezing or reducing the rate of benefit accruals under the
paired defined benefit plan.
17.2 Adjustment of Combined Plan Fractions Under Section 415 of the Code for
Top-Heavy Ratio in Excess of Ninety Percent (90%)
In any Plan Year in which the Plan becomes Super Top-Heavy, the
denominators of the Defined Benefit Fraction (as defined in Section 6.4
of the Plan) and the Defined Contribution Fraction (as defined in Section
6.4 of the Plan) shall be computed using one hundred percent (100%) of the
dollar limitation instead of one hundred twenty-five percent (125%).
17.3 Top-Heavy Minimum Benefits and Contributions
(a) When the paired plans maintained by the Employer are Top-Heavy, but
are not Super Top-Heavy, each Non-Key Employee who participates in
paired defined contribution plan number 01001, 01003, 01004, 01005
or 01006, but does not participate in paired defined benefit plan
number 02001, will receive the Minimum Allocation provided for in
Section 13.3. Each Non-Key Employee who participates in two of the
paired defined contribution plans, but not the paired defined benefit
plan, shall receive the minimum Top-Heavy allocation under the paired
defined contribution plan specified in the Adoption Agreement. Each
Non-Key Employee who is a participant in this Plan and the paired
defined benefit plan shall receive the minimum top-heavy benefit
accrual under such plan and shall not receive any top-heavy minimum
contribution under the paired defined contribution plan or plans.
(b) When the paired plans maintained by the Employer are Super Top-Heavy,
each Non-Key Employee who participates in paired defined contribution
plan number 01001, 01003, 01004, 01005 or 01006 but who does not
participate in paired defined benefit plan number 02001, will receive
the Minimum Allocation provided for in Section 13.3. Each Non-Key
Employee who participates in two of the paired defined contribution
plans, but not the defined benefit plan, shall receive the minimum
top-heavy allocation under the paired defined contribution plan
specified in the Adoption Agreement. Each Non-Key Employee who is
a Participant in this Plan and the paired defined benefit plan shall
receive the minimum top heavy benefit accrual under such plan and
shall not receive any top heavy minimum contribution under the paired
defined contribution plan or plans.
17.4 Integration of Paired Plans
If the Employer adopts paired plans, only one plan may allocate
contributions or determine benefits on an integrated basis.
DREYFUS TRUST AGREEMENT
THIS TRUST AGREEMENT is made by and between the Employer whose name is set
forth on the attached adoption agreement (the "Adoption Agreement") and the
person designated as Trustee in the Adoption Agreement (the "Trustee").
W I T N E S S E T H:
WHEREAS, the Employer has adopted the qualified employee retirement plan
described in the Adoption Agreement (the "Plan") for the exclusive benefit
of its employees who are participants in such Plan (collectively the
"Participants" and individually a "Participant") and their beneficiaries;
and
WHEREAS, the Employer desires to appoint the Trustee as a "nondiscretionary
trustee" (within the meaning of Section VI(g) of Prohibited Transaction
Class Exemption 77-9 under Section 408(a) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA")) for the limited purposes
hereinafter set forth; and
WHEREAS, the Trustee desires to act as such a nondiscretionary trustee of
the Plan for the limited purposes hereinafter set forth;
NOW, THEREFORE, the Employer hereby establishes a fund with the Trustee that
shall be held, managed and controlled by the Trustee without distinction
between principal and income (the "Trust Fund") upon the terms and
conditions hereinafter set forth:
ARTICLE 1
CONCERNING THE TRUST FUND
Section 1.1. The Plan, this Trust Agreement and the Trust Fund created
hereunder are intended to meet all the applicable requirements of Sections
401(a) and 501(a) of the Internal Revenue Code of 1986, as amended (the
"Code") and ERISA. The Employer assumes full responsibility to establish
and maintain the Plan as a plan meeting the qualification requirements of
Section 401(a) of the Code and hereby agrees to notify the Trustee promptly
in the event of any change in such qualified status. Copies of all
documents related to the Plan including, without limitation, the Plan,
amendments to the Plan and the most recent determination letter received
from the Internal Revenue Service with respect to the Plan (or an opinion of
counsel satisfactory to the Trustee as to the plan's qualified status), upon
request will be provided to the Trustee by the Employer.
Section 1.2. The Employer certifies and represents to the Trustee that
there are no duties imposed on the Trustee under the terms of the Plan that
are not consistent with the provisions of this Trust Agreement.
Section 1.3. The Trustee agrees to accept contributions that are paid to it
by the Employer (as well as rollover contributions and transfers from other
qualified retirement plans) in accordance with the terms of the Plan. The
Trustee shall be entitled to rely upon the determination of the fiduciary
named in the Plan as having the authority to control and manage the
administration of the Plan and its delegates, designees, agents and
employees (the "Committee") that all assets received by the Trustee are
properly contributed or transferred in accordance with the terms of the
Plan. Such contributions shall be in cash or in such other form that may be
acceptable to the Trustee. All contributions received by the Trustee and
all other receipts of the Trustee, whether by way of dividends, interest or
otherwise, for the account of the Trust Fund shall be held, managed and
controlled by the Trustee pursuant to the terms of this Trust Agreement
without distinction between principal and income and may be commingled, and
held and invested and, with all disbursements therefrom, accounted for by
the Trustee, as a single fund. The Employer hereby agrees that the Employer
and the Committee shall have the exclusive responsibility, and the Trustee
shall not have any responsibility or duty under this Trust Agreement, to
determine whether the amount, timing and type of any contribution by the
Employer or any Participant is in accordance with the terms of the Plan or
applicable law, or for the collection of any contributions under the Plan.
Section 1.4 The Trustee, solely from assets held in the Trust Fund, shall
make payments in such amounts and for such proper purposes as may be
specified in the Committee's Directions (as defined in Section 2.1 herein).
The Employer hereby agrees that the Committee shall have the exclusive
responsibility, and the Trustee shall not have any responsibility or duty,
under this Trust Agreement for determining that the Committee's Directions
are in accordance with the terms of the Plan and applicable law, including
without limitation, determining the amount, timing or method of payment or
the identity of each person to whom such payments shall be made. The
Trustee shall have no responsibility or duty to determine the tax effect of
any payment or to see to the application of any payment, but shall be
responsible for the proper application of amounts withheld from
distributions for payment of taxes to the appropriate authorities.
Section 1.5. The Trustee shall have no duties or obligations with respect
to the Trust Fund unless such duties or obligations have been specifically
undertaken by the Trustee by the express terms of the Trust Agreement or
except to the extent such duties or obligations are required under
applicable laws.
ARTICLE II
INVESTMENT AND ADMINISTRATION OF THE FUND
Section 2.1.1. In accordance with the provisions of ERISA, the Trustee
shall have exclusive authority and discretion to manage and control the
Trust Fund; provided, however, that the Trustee's authority and discretion
with respect to the Trust Fund shall at all times, except to the extent that
an Investment Manager has been appointed pursuant to Section 2.5, be subject
to the proper, written directions of the Committee which are made in
accordance with the terms of the Plan and which are not contrary to ERISA
(the "Committee's Directions"). The Trustee shall be entitled to rely
entirely on the Committee's Directions, shall be under no duty to determine
or make inquiry whether the Committee's Directions received by it are in
accordance with the provisions of the Plan or applicable law, and shall have
no liability and shall be fully indemnified by the Employer for any action
taken in accordance with, or any failure to act in the absence of, the
Committee's Directions.
Section 2.1.2. If the Committee advises the Trustee that the Plan provides
for individual accounts and permits each Participant to direct the
investment of the assets in the Participant's account, then, pursuant to the
Committee's Directions, the Trustee shall invest the assets in such account
among the investment options established pursuant to Section 2.3 as directed
by each such Participant in accordance with such procedures as are
acceptable to the Trustee. If such procedures include the effecting of
exchanges among the investment options established pursuant to Section 2.3
or otherwise directing the investment of the assets allocated to a
Participant's account by use of the telephone system maintained for such
purpose by the trustee or its agent, the Trustee shall be entitled to rely
on any telephonic direction reasonably believed by it to be genuine from any
person representing himself or herself to be a Participant directing the
investment of assets in his or her account, provided that the Trustee
employs reasonable procedures for processing such directions, such as
requiring a form of personal identification, to confirm that telephonic
directions are genuine. If the Trustee does not follow such procedures, it
may be liable for any losses due to processing unauthorized or fraudulent
directions. Subject to the foregoing, the Trustee shall be entitled to rely
entirely on Participants' directions, shall be under no duty to determine or
make inquiry whether Participants' directions are in accordance with the
provisions of the Plan or applicable law, and shall have no liability and
shall be fully indemnified by the Employer for any action taken in
accordance with, or any failure to act in the absence of, Participants'
directions.
Section 2.2 Except to the extent an Investment Manager has been appointed
pursuant to Section 2.5, the Committee shall have authority and discretion
to select the nature and amount of the investments to be made under the
Plan. Subject to Section 2.5, the Trustee shall invest, reinvest and
dispose of the assets comprising the Trust Fund in accordance with the
Committee's Directions. The Committee shall exercise such authority and
discretion solely in the interest of the Participants and their
beneficiaries and (1) for the exclusive purpose of (a) providing benefits to
the Participants and their beneficiaries and (b) defraying reasonable
expenses of administering the Plan, (2) with the care, skill, prudence and
diligence under the circumstances then prevailing that a prudent person
acting in a like capacity and familiar with such matters would use in the
conduct of an enterprise of a like character and with like aims, (3) by
diversifying the investments of the Plan so as to minimize the risk of large
losses, unless under the circumstances it is clearly prudent not to do so
and (4) in accordance with the terms of the Plan and with applicable law.
The Trustee shall have no duty hereunder to review the investments held in
the Trust Fund. The Trustee shall not make suggestions or otherwise render
investment advice to the Committee or any Participant with respect to
investment, reinvestment, or disposition of assets held in the Trust Fund.
Section 2.3. Except to the extent required under applicable law, the
authority and discretion of the Trustee with respect to the Trust Fund shall
be limited to the following nondiscretionary powers which, with the
exception of those powers set forth in Section 2.3(0), shall be exercised
solely in accordance with the Committee's Directions or, to the extent
provided in Section 2.1.2, the directions of Participants or, to the extent
provided in Section 2.5, the directions of an Investment Manager:
(a) To open and maintain accounts for the Plan, and to the extent that
the Plan is a "defined contribution plan" (within the meaning of
Section 3(34) of ERISA), individual accounts for each of the
Participants.
(b) To receive contributions from the Employer and to credit
contributions made by the Employer to the individual accounts of
Participants established pursuant to paragraph (a) above.
(c) To invest contributions made by the Employer and other assets of
the Plan in shares of any investment company sponsored, managed,
advised, administered or distributed by The Dreyfus Corporation or
any of its affiliates (the "Dreyfus Funds"), in equity securities
issued by the Employer or an affiliate which are publicly traded
and which are "qualifying employer securities" within the meaning
of Section 407(d)(5) of ERISA ("Employer Stock"), in any
collective investment fund maintained by a bank or trust company
as a "group trust" for the collective investment of employee
benefit plans qualified under Section 401(a) of the Code, and such
other investments as may be acceptable to the Trustee and as
agreed to in writing by The Dreyfus Corporation ("Sponsor") and
the Committee (the Dreyfus Funds and such other investments shall
be collectively referred to as the "Investments"); and to reinvest
dividends and other distributions in the Dreyfus Funds or other
Investments provided, however, that if the Plan is established
pursuant to one of the Sponsor's prototype plan documents,
investments shall be subject to such investment limitations or
minimum requirements for investments in Dreyfus Funds as may be
imposed by the Sponsor. The Employer hereby agrees that the
Trustee shall not be restricted in making such investments to
investments that are authorized by governing state laws (as
determined under Section 9.5) for the investment of trust funds.
If Plan assets are invested in any group trust, the terms of the
group trust agreement or other governing document are hereby
incorporated by reference and made a part of the Trust Agreement
as long as the group trust remains exempt from taxation under
Section 501(a) of the Code. The Trustee shall not be responsible
in any way respecting the form, terms, payment provisions or
issuer of any insurance contract which it is directed to purchase
and/or hold to provide for the payment of benefits, or for
performing any functions under any such insurance contract which
it may be directed to purchase and/or hold as contract holder
thereunder (other than the execution of any documents incidental
thereto and transfer or receipt of funds thereunder in accordance
with the Committee's Directions).
(d) To redeem, transfer or exchange shares of the Dreyfus Funds, to
sell, exchange, convey, transfer or otherwise dispose of any other
Investments; and to make, execute and deliver to the purchasers
thereof good and sufficient legal documents of conveyance
therefor, and all assignments, transfers and other legal
instruments, either necessary or convenient for passing the title
and ownership of the Investments, and no person dealing with the
Trustee shall be bound to see to the application of the purchase
money or to inquire into the validity, expediency or propriety of
any such sale or disposition.
(e) To make distributions from the Trust Fund to Participants and
their beneficiaries.
(f) To deliver notices, prospectuses and proxy statements to
Participants or to the Employer, and to vote in person or by proxy
with respect to any securities held by the Trust Fund in
accordance with the written directions of the Committee or of the
Participants, as the case may be; and in accordance with such
power, to exercise subscription, conversion and other rights and
options and to take action or refrain from taking any action with
respect to any reorganization, consolidation, merger, dissolution
or other recapitalization or refinancing to the extent that the
exercise of such rights and options or the taking or refraining
from such actions may be deemed by the Trustee to be necessary or
proper to protect the best interests of the Trust Fund.
(g) To maintain records of contributions, investments, distributions
and other transactions, and to report such transactions to the
Employer or such other persons as may be designated by the
Employer.
(h) To make necessary filings with the Internal Revenue Service, the
Department of Labor and other governmental agencies.
(i) To hold any part of the Trust Fund in cash or cash balances.
(j) To hold custody of the assets of the Plan; and with respect to any
such assets held in custody by the Trustee, to cause any
investment of the Trust Fund to be registered in the name of the
Trustee or the name of its nominee or nominees or to retain such
investment unregistered or in a form permitting transfer by
delivery, provided that the books and records of the Trustee shall
at all times show that all such investments are part of the Trust
Fund.
(k) To apply for, purchase, hold or transfer any life insurance,
retirement income, endowment or annuity contract.
(l) To consult and employ any suitable agent(s) to act on behalf of
the Trustee and to contract for legal, accounting, clerical and
other services deemed necessary by the Trustee to administer the
Trust Fund according to the terms of this Trust Agreement and the
instructions of the Committee.
(m) To make loans from the Trust Fund to Participants in amounts and
on terms approved by the Committee; and Employer hereby agrees
that the Committee shall have the sole responsibility, and the
Trustee shall not have any duty or responsibility, for computing
and collecting any loan repayments required to be made under the
Plan.
(n) To pay from the Trust Fund all taxes imposed or levied with
respect to the Trust Fund or any part thereof under existing or
future laws, and to contest the validity or amount of any tax,
assessment, claim or demand respecting the Trust Fund or any part
thereof.
(o) To pay out of the Trust Fund (i) all brokerage fees and transfer
tax expenses and other expenses incurred in connection with the
sale or purchase of investments, (ii) the Trustee's compensation
and (iii) all other expenses of administering the Plan and the
Trust Fund including, without limitation, any payments authorized
by Section 1.4 of this Agreement, unless promptly paid to the
Trustee, or otherwise, by the Employer. The Trustee shall have
the authority to pay all fees and expenses described in this
Section 2.3(0) out of the Trust Fund in the event such fees and
expenses are not promptly paid by the Employer and the Trustee is
not in receipt of Committee Direction to make such payments.
(p) To do all such acts, and to exercise all such rights and
privileges, although not specifically mentioned herein, as the
Trustee may deem necessary or proper to carry out any of the
nondiscretionary powers set forth herein or otherwise in the best
interests of the Trust Fund and required by applicable law.
Section 2.4. Investments in Employer Stock shall be subject to the
following notwithstanding any other provision in this Trust Agreement:
(a) In accordance with the Committee's Directions, the Trust Fund may
be invested in Employer Stock without regard to the ten percent
(10%) limitation with respect to the acquisition and holding of
employer securities set forth in Section 407(a)(2) of ERISA if the
Plan qualifies as an "eligible individual account plan" under
Section 407(d)(3) of ERISA.
(b) The Committee shall be responsible for determining the
appropriateness under the fiduciary responsibility and other
applicable provisions of ERISA of acquiring and holding Employer
Stock. The Trustee shall not be liable for any loss, or by reason
of any breach, which arises from following directions with respect
to the acquisition and holding of Employer Stock.
(c) Subject to the provisions of Section 2.4(d), the Trustee shall
purchase and sell Employer Stock in accordance with such
procedures and guidelines as annexed hereto as Schedule A.
(d) At the Committee's Directions, the Trustee shall purchase or sell
Employer Stock on the open market or from or to the Employer. In
addition, the Employer may contribute Employer Stock in lieu of
cash to the Trust Fund. In the event the Trustee uses one of its
affiliates to effect the purchase or sale of Employer Stock, the
Trustee and such affiliate shall comply with the provisions of
Prohibited Transaction Class Exemption 86-128. In the event that
the Committee directs the Trustee to use a particular broker or
dealer to effect the purchase or sale of Employer Stock, the
Committee shall represent to the Trustee that such direction (i)
is for the exclusive benefit of Participants and Beneficiaries of
the Plan, and (ii) shall not constitute, or cause the Trust Fund
to be engaged in, a "prohibited transaction" as defined in Section
406 of ERISA. In the event the Trustee purchases or sells
Employer Stock from or to the Employer, such purchase or sale
shall be for "adequate consideration" as defined in Section 3(18)
of ERISA and no commission shall be charged. In the event that
the Employer contributes Employer Stock in lieu of cash to the
Trust Fund, such transfer shall be for "adequate consideration" as
defined in Section 3(18) of ERISA and no commission shall be
charged.
(e) The Employer represents and warrants that it has filed and will
file with the Securities and Exchange Commission and with all
applicable state agencies or authorities all required registration
statements relating to shares of Employer Stock and other
interests which may be issued under the Plan. The Employer
acknowledges that it is and shall be responsible for, and that the
Trustee shall not be responsible for, preparing or filing such
registration statements or for the accuracy of statements
contained therein, or for preparing or filing any other reports,
statements or filings required under federal or state securities
laws with respect to the Trust Fund's investment in Employer
Stock.
(f) The Employer shall provide the Trustee with a copy of all proxy
solicitation materials proposed to be sent to stockholders at
least (7) days before the materials are sent to stockholders or if
the issuer of Employer Stock held in the Trust Fund files
preliminary proxy solicitation materials with the Securities and
Exchange Commission, the Employer shall cause a copy of all
materials to be simultaneously sent the Trustee. The Trustee, in
its discretion, may prepare or amend any proxy voting form sent to
Participants. The Trustee shall determine which of the procedures
set forth in subparagraph (f)(i) or subparagraph (f)(ii) are to be
followed in sending proxy solicitation materials, including any
amended or supplemental materials, to Participants.
(i) The Trustee shall provide the Employer or its designee with
mailing labels and proxy labels for each Participant to whose
account shares of Employer Stock (both vested and non-vested)
are credited. Proxy labels so provided shall indicate the
number of shares (including fractional interests in shares)
of Employer Stock credited to each Participant's account
(both vested and non-vested). At the time of mailing of
notice of each annual or special stockholders' meeting of the
issuer of Employer Stock, the Employer or its designee shall
cause a copy of the notice, all proxy solicitation materials,
and all other materials to be sent to stockholders to be sent
to each affected Participant. The Employer shall provide the
Trustee with a copy of all materials provided to Participants
and shall certify to the Trustee that the materials have been
mailed or otherwise sent to each affected Participant.
(ii) The Employer shall provide the Trustee with such quantities
of the notice of meeting, all proxy solicitation materials
and all other materials to be sent to stockholders as may be
requested by the Trustee. At the time of mailing of notice
of each annual or special stockholders' meeting of the issuer
of the Employer Stock, the Trustee or its designee shall send
a copy of such materials and a voting instruction form
prepared by the Trustee to each affected Participant.
The proxy voting form shall be returnable to the Trustee or its
designee. Each Participant shall be entitled to direct the
Trustee by means of the proxy voting form as to the voting of
shares (including fractional interests in shares) of Employer
Stock credited to such Participant's account (both vested and non-
vested). Upon timely receipt of the proxy voting form, the
Trustee shall vote the shares of Employer Stock as instructed.
Instructions received by the Trustee from Participants shall be
held by the Trustee in strict confidence and shall not, except as
may be required by law, be divulged or released to any person
including officers or employees of the Employer or members of the
Committee; provided, however, that the Trustee may advise the
Employer, upon request, of the total number of votes that have
been cast with respect to a particular issue. The Trustee shall
not make recommendations to Participants on whether to vote or how
to vote shares of Employer Stock. The Trustee shall not vote
shares of Employer Stock credited to a Participant's account for
which it has not received instructions from the Participant. The
Trustee shall not be obligated to solicit a response from
Participants from whom it has not received instructions. The
Trustee shall vote shares of Employer Stock not credited to
Participants' accounts in the same proportion on each issue as it
votes those shares credited to Participants' accounts for which it
received voting instructions from Participants.
(g) In the event of a tender or exchange offer for any Employer Stock
held in the Trust Fund, the Trustee shall use its best efforts to
distribute or cause to be distributed to each affected Participant
in a timely manner all information and materials that are
distributed to the stockholders of the issuer of the Employer
Stock in connection with the offer and directions as to how the
Participant may instruct the Trustee whether or not to tender or
exchange the Employer Stock credited to the Participant's account
(both vested and non-vested). Alternatively, the Trustee may
agree that the notification of Participants and distribution of
the information, materials and directions described above are to
be effected by the Employer or its designee. In such event, the
Employer shall provide the Trustee with a copy of all information,
materials and directions provided to Participants and shall
certify to the Trustee that the information, materials and
directions have been mailed or otherwise sent to each affected
Participant. The Trustee, in its discretion, may prepare or amend
any instruction form sent to Participants. Instructions shall be
returnable to the Trustee or its designee. Each Participant shall
be entitled to direct the Trustee to tender or exchange shares
(including fractional interest in shares) of Employer Stock
credited to such Participant's account (both vested and non-
vested). Upon timely receipt of instructions, the Trustee shall
act with respect to Employer Stock as instructed. Instructions
received by the Trustee from Participants shall be held by the
Trustee in strict confidence and shall not, except as may be
required by law, be divulged or released to any person including
officers or employees of the Employer or members of the Committee;
provided, however, that the Trustee may advise the Employer, upon
request, of the total number of shares of Employer Stock that have
been tendered or exchanged. The Trustee shall not make
recommendations to Participants on whether to tender or exchange.
The Trustee shall not tender or exchange shares of Employer Stock
credited to a Participant's account for which it has not received
instructions from the Participant. The Trustee shall not be
obligated to solicit a response from Participants from whom it has
not received instructions. The Trustee shall tender or exchange
that number of shares of Employer Stock not credited to
Participants' accounts which is determined (after giving effect to
the withdrawal of any shares of Employer Stock before the
expiration of the offer or any earlier date set by the Trustee) by
multiplying the total number of shares of Employer Stock not
credited to Participants' accounts by a fraction of which the
numerator is the number of shares of Employer Stock credited to
Participants' accounts for which the Trustee has received
instructions from Participants to tender or exchange and of which
the denominator is the total number of shares of Employer Stock
credited to Participants' accounts. A Participant who has
instructed the Trustee to tender or exchange shares of Employer
Stock credited to such Participant's account may, at any time
prior to the expiration of the offer or any earlier date set by
the Trustee, instruct the Trustee to withdraw a specified number
of shares from the offer. A Participant shall not be limited as
to the number of instructions that the Participant may give to the
Trustee. If a Participant instructs the Trustee to tender or
exchange shares of Employer Stock credited to the Participant's
account, the Trustee shall credit to each account of such
Participant from which the shares were taken the consideration
received by the Trustee for the shares of Employer Stock tendered
or exchanged from that account. Pending receipt of Committee
Directions or, to the extent provided in Section 2.1.2 of the
Trust Agreement, instructions from the Participant as to the
investment of such proceeds, the Trustee shall invest any cash
consideration in such money market mutual fund as is designated in
writing by the Committee.
(h) For purposes of this Section 2.4, the number of shares of Employer
Stock deemed "credited" to a Participant's account shall be
determined as of the last preceding valuation date for which an
allocation has been completed and Employer Stock has actually been
credited to Participants' accounts. The Trustee may, in its
discretion, require a special valuation of Participant accounts
and crediting of Employer Stock.
(i) In the event that the Trustee, in its discretion, determines that
time constraints make it unlikely that Participant voting or
tender or exchange instructions can be received in a timely
fashion, the Trustee shall notify the Committee and the Committee
or its designee shall be responsible for such matter, and the
Trustee shall vote proxies or respond to a tender or exchange
offer in accordance with the Committee's Directions.
(j) All costs incurred by the Trustee in handling proxy and tender or
exchange offer matters, including without limitation all costs
associated with the printing and mailing of Participant
instruction forms and other materials and attorneys' fees, shall
be expenses of the Trust Fund within the meaning of Section 6.1 of
the Trust Agreement.
Section 2.5. If permitted by the Plan, the Employer or the Committee may
appoint one or more investment managers within the meaning of Section 3(38)
of ERISA ("Investment Manager") to direct investments with respect to all or
part of the Trust Fund. Any Investment Manager so appointed shall be (i) an
investment adviser registered as such under the Investment Advisers Act of
1940, or (ii) a bank, as defined in that Act, or (iii) any insurance company
qualified to perform investment management services under the laws of more
than one state. Any Investment Manager so appointed shall, in writing,
certify to the Employer that it is qualified to act in such capacity under
clause (i), (ii) or (iii) of the preceding sentence, accept its appointment
as Investment Manager, acknowledge that it is a fiduciary with respect to
the Plan, and certify the identity of the person or persons authorized to
give instructions or directions on its behalf. The Employer shall certify
to the Trustee that it has appointed each Investment Manager in accordance
with the provisions of the Plan and ERISA, and instruct the Trustee as to
the portion of the Plan that is to be managed by each Investment Manager.
The Trustee may continue to rely upon all certifications and agreements made
under this Section 2.5 unless otherwise notified in writing by the Employer
or the Investment Manager, as the case may be. The Trustee shall be
entitled to rely entirely on an Investment Manager's directions, shall be
under no duty to determine or make inquiry whether an Investment Manager's
directions received by it are in accordance with the provisions of the Plan
or applicable law, and shall have no duty to review or recommend the sale,
retention, or other disposition of any asset purchased or retained in
accordance with an Investment Manager's directions. The Trustee shall have
no liability for any loss to the Trust Fund resulting from the purchase,
sale, or retention of any asset in accordance with an Investment Manager's
directions, or resulting from not having sold such assets so purchased or
retained in the absence of an Investment Manager's directions, to make such
sale or take any other action. The Trustee shall be fully indemnified by
the Employer for any action taken in accordance with, or any failure to act
in the absence of, an Investment Manager's directions.
ARTICLE III
DUTIES AND RESPONSIBILITIES
Section 3.1.1. The Trustee shall discharge its duties and responsibilities
under this Trust Agreement solely in the interest of Participants and their
beneficiaries, and
(a) for the exclusive purpose of providing benefits to the
Participants and their beneficiaries and defraying the reasonable
expenses of administering the Plan;
(b) with the care, skill, prudence, and diligence under the
circumstances then prevailing that a prudent person acting in a
like capacity and familiar with such matters would use in the
conduct of an enterprise of a like character and with like aims.
Section 3.1.2. In the event that the Employer designates The Dreyfus Trust
Company ("The Trust Company") as the Trustee in the Adoption Agreement
hereto, and the Trustee has been designated as an additional Trustee for the
Plan, The Trust Company as Trustee shall have no responsibilities other than
as set forth herein, and this Trust Agreement shall constitute a
supplemental trust agreement. The duties of The Trust Company shall be
limited to assets held in the Trust Fund, and The Trust Company shall have
no duties with respect to assets held by any other person including, without
limitation, any other trustee for the Plan. The Employer hereby agrees that
The Trust Company shall not serve as, and shall not be deemed to be, a
co-trustee under any circumstances.
Section 3.1.3. Subject to the limitations set forth in Section 3.1.2
herein, in the event that more than one individual Trustee has been
designated in the Adoption Agreement, the action of such individual Trustees
shall be determined by vote of the majority of such individual Trustees;
provided, however, that any one of such individual Trustees may execute any
applications for insurance or annuity contracts provided for herein and
documents necessary for the exercise of ownership rights thereunder and may
perform other such ministerial acts; and further provided, that the Trustees
may enter into an agreement allocating among themselves specific
responsibilities, obligations and duties.
Section 3.1.4. The Trustee shall be solely responsible for its own acts and
omissions. The Trustee shall have no duty to question, or otherwise inquire
into, the performance of another fiduciary with respect to duties allocated
to such other fiduciary under the Plan. The Trustee shall not be
responsible for the breach of any other such fiduciary unless the Trustee
(i) participates knowingly in, or knowingly undertakes to conceal, an act or
omission of such other fiduciary, knowing such act or omission is a breach,
(ii) has actual knowledge of a breach by such other fiduciary and fails to
make reasonable effort under the circumstances to remedy the breach or (iii)
has failed to perform its own specific fiduciary duties and thereby has
enabled another fiduciary to commit a breach.
Section 3.2. The Trustee shall keep full and accurate records of all
receipts, investments, disbursements and other transactions hereunder,
including such specific records as may be agreed upon in writing between the
Company, the Committee and the Trustee. All such records shall be open to
inspection during the Trustee's normal business hours by any authorized
representative of the Employer or the Committee upon reasonable prior notice
to the Trustee.
Section 3.3. Within 90 days after the end of each Plan Year, as that term
is defined in the Plan, or within 90 days after its removal or resignation,
or the termination of the Plan or this Trust Agreement, the Trustee shall
file with the Committee a written account of the administration of the Trust
Fund showing all transactions effected by the Trustee subsequent to the
period covered by the last such accounting, if any, to the end of such Plan
Year or date of such removal or resignation, or the termination of the Plan
or this Trust Agreement, and all property held at its fair market value at
the end of the accounting period. Upon approval of such accounting by the
Committee, neither the Employer nor the Committee shall be entitled to any
further accounting by the Trustee. The Committee shall approve such
accounting by written notice of approval delivered to the Trustee or by
failure to express objection to such accounting in writing delivered to the
Trustee within 60 days from the date on which the accounting is mailed to
the Committee and, in either case, the Trustee shall be forever released and
discharged from all liability and accountability with respect to the
propriety of its acts and transactions as to which the Committee shall
within such 60 day period file with the Trustee no such written objections.
Section 3.4. The Trustee may from time to time consult with counsel and
shall be entitled to rely entirely upon the advice of counsel with respect
to any act or omission.
Section 3.5. In the event of any disagreement resulting in conflicting
instructions to, or adverse claims or demands upon, the Trustee with respect
to payments or instructions, the Trustee shall be entitled, at its option,
to refuse to comply with any such instruction, claim or demand so long as
such disagreement shall continue, and in the exercise of such refusal, the
Trustee may elect not to make any payment or other disposition of assets
held pursuant to this Trust Agreement. The Trustee shall not be or become
liable in any way for its failure or refusal to comply with any such
conflicting instructions or adverse claims or demands, and it shall be
entitled to continue to refrain from acting until such conflicting or
adverse instructions, claims or demands (a) shall have been adjusted by
agreement and it shall have been notified in writing therefor or (b) shall
have been finally determined in a court of competent jurisdiction.
Section 3.6. The Trustee shall not, by act, delay, omission or otherwise,
be deemed to have waived any right or remedy it may have either under this
Trust Agreement or generally, and no waiver shall be valid unless it is
contained in a written instrument signed by the Trustee and only to the
extent expressly set forth therein. A waiver by the Trustee under the terms
of this Trust Agreement shall not be construed as a bar to, or waiver of,
the same or any other such right or remedy that it would otherwise have on
any other occasion.
Section 3.7. The Trustee will not be compelled to do any act under this
Trust Agreement or to take any action toward the execution or enforcement of
the Trust Fund created hereunder or to prosecute or defend any suit in
respect thereof, unless
indemnified by the Employer to its satisfaction against any loss, costs,
liability and expense; and the Trustee will be fully indemnified by the
Employer for any liability or obligation to any person that results from any
failure on the part of the Employer or the Committee to perform any of their
respective obligations under the Plan or under the terms of this Trust
Agreement, or for any error or omission whatsoever on the part of the
Committee or the Employer.
Section 3.8. Unless resulting from the Trustee's own gross negligence or
willful misconduct, the Employer shall indemnify the Trustee and save it
harmless from, against, for and in respect of any and all damages, losses,
obligations, liabilities, liens, deficiencies, costs and expenses
(including, without limitation, attorney's fees and other costs and expenses
incident to any suit, action, investigation, claim or proceedings) suffered,
sustained, incurred or required to be paid by the Trustee in connection with
the Plan or this Trust Agreement. The provisions of this Section 3.8 shall
survive termination of this Trust Agreement.
ARTICLE IV
PROHIBITION OF DIVERSION
Section 4.1. Except as provided in Section 4.2 herein, at no time prior to
the satisfaction of all liabilities with respect to Participants and their
beneficiaries under the Plan shall any part of the corpus or income of the
Fund be used for, or diverted to, purposes other than for the exclusive
benefit of Participants or their beneficiaries, or for defraying reasonable
expenses of administering the Plan.
Section 4.2.1. Notwithstanding the provisions of Section 4.1, but subject
to the provisions of Section 4.2.2 herein, contributions made by the
Employer under the Plan shall be returned to the Employer under the
following conditions and only as the Trustee is instructed in writing by the
Committee:
(a) If a contribution is made by mistake of fact, such contribution
shall be returned to the Employer within one year of the payment
of such contributions;
(b) To the extent that contributions to the Plan are specifically
conditioned upon their deductibility under the Code, and a
deduction is disallowed for any such contribution, it shall be
returned to the Employer within one year after the disallowance of
the deduction; and
(c) To the extent that contributions to the Plan are specifically
conditioned on initial qualification of the Plan under the Code,
and the Plan is determined to be disqualified, contributions and
the earnings thereon made in respect of any period subsequent to
the effective date of such disqualification shall be returned to
the Employer within one year after the date of denial of
qualification, provided that the Employer makes timely application
to the Internal Revenue Service for a determination of the
qualified status of the Plan.
Section 4.2.2 Earnings attributable to any contributions returned to the
Employer under Sections 4.2.1(a) and 4.2.1 (b) shall not be returned to the
Employer. Losses attributable to any contributions returned to Employer
under Section 4.2.1 shall reduce the amount to be so returned.
ARTICLE V
COMMUNICATION WITH COMMITTEE AND THE EMPLOYER
Section 5.1. Except as otherwise specifically provided herein, any action
by an Employer that is a corporation pursuant to any of the provisions of
this Trust Agreement shall be evidenced by (1) a resolution of its board of
directors (the "Board") certified to the Trustee over the signature of its
Secretary or Assistant Secretary or other duly authorized agent under the
corporate seal, if any, or (2) by appropriate written authorization of any
person or committee to which the Board has delegated the authority to take
such action. Any action by an Employer that is a partnership or a sole
proprietorship shall be evidenced by a written certification of a general
partner of the partnership or the sole proprietor, as the case may be. The
Trustee shall be entitled to rely entirely on, and shall be fully
indemnified by the Employer for acting in accordance with, any such
resolution, certification or other authorization.
Section 5.2. The Employer shall provide to the Trustee a certificate,
signed by an authorized officer of the Employer, that contains (a) the name,
(b) specimen signature and (c) a description of the specific powers and
duties, of each member of the Committee. The Employer shall give prompt
written notice of any change in the identity, powers or duties of any member
of the Committee, and the Trustee shall be entitled to rely entirely on its
failure to receive such notice as a certification of the Employer that a
designated member of the Committee and such member's duties and powers have
not been changed. The Trustee shall have no duty to inquire into the
qualifications of any member of the Committee.
Section 5.3. The Committee's Directions shall be communicated to the
Trustee in a certificate that sets forth the action of the Committee, signed
by the person then acting as Chairman or Secretary of the Committee, or in a
written statement signed by any two or more members of the Committee or any
person or agent designated to act on behalf of the Committee. Such person
or agent shall be so designated either under the provisions of the Plan or
in a certificate by the Committee that contains (a) the name, (b) specimen
signature and (c) a description of the specific powers and duties of each
such person or agent. The Committee shall give prompt written notice of any
change in the identity, powers and duties of any such person or agent, and
the Trustee shall be entitled to rely entirely on its failure to receive
such notice as a certification of the Committee that the identity, powers
and duties of such person or agent have not been changed.
Section 5.4. The Trustee shall have no liability hereunder for any action
taken in good faith in reliance upon any instructions, directions,
certifications and communications believed by the Trustee to be genuine and
to have been signed or communicated by the proper person.
ARTICLE VI
TRUSTEE'S COMPENSATION; EXPENSES
Section 6.1. The Trustee shall receive reasonable compensation for its
services in accordance with its schedule of compensation in effect when such
services are rendered. The Trustee may amend the schedule from time to
time, which amendment shall become effective no earlier than 30 days after
written notice is sent to the Employer. The Trustee shall also be entitled
to reimbursement for all reasonable expenses incurred by it in the
performance of its duties hereunder including, without limitation, any
expenses incurred in the consultation or employment of any agent pursuant to
Section 2.3(l). Any such compensation or expenses and any income or other
taxes which may be levied against the Trust Fund shall be paid out of the
Trust Fund, unless paid directly by the Employer.
ARTICLE VII
RESIGNATION AND REMOVAL OF TRUSTEE
Section 7.1. The Trustee may resign at any time by written notice to the
Employer which shall be effective 30 days after delivery to the Employer of
such notice, provided that a successor Trustee shall have been appointed by
the Employer; provided, however, that such notice may be waived by the
Employer.
Section 7.2. The Trustee may be removed by the Employer at any time upon 30
days' prior written notice to the Trustee, provided that a successor Trustee
shall have been appointed by the Employer; provided, however, that such
notice may be waived by the Trustee.
Section 7.3. The appointment of a successor Trustee hereunder shall be
accomplished by and shall take effect upon the delivery to the resigning or
removed Trustee, as the case may be, of written notice from the Employer
appointing such successor Trustee, and an acceptance in writing of the
successor Trustee. Any successor Trustee may be either a corporation
authorized and empowered to exercise trust powers or one or more
individuals. All of the provisions set forth herein with respect to the
Trustee shall relate to each successor Trustee so appointed with the same
force and effect as if such successor Trustee had been originally named
herein as the Trustee hereunder. If a successor Trustee shall not have been
appointed within 30 days after delivery to the Employer of notice of the
Trustee's resignation pursuant to Section 7.1, the resigning Trustee may
apply to a court of competent jurisdiction for the appointment of a
successor Trustee.
Section 7.4. Upon the appointment of a successor Trustee, the resigning or
removed Trustee shall transfer and deliver the Trust Fund to such successor
Trustee, after reserving such reasonable amounts as are necessary to provide
for its reasonable expenses in the settlement of its account, the amount of
any compensation due to it and any sums chargeable against the Trust Fund
for which it may be liable. If the sums so reserved are not sufficient for
such purposes, the resigning or removed Trustee shall be entitled to
reimbursement for any deficiency from the Employer or out of the Trust Fund.
Section 7.5. At the time the Trust Fund shall have been transferred and
delivered to a successor trustee and the accounts of the Trustee have been
approved pursuant to Section 3.3 herein, the Trustee shall be released and
discharged from all further accountability or liability for the Trust Fund
and shall not be responsible in any way for the further disposition of the
Trust Fund or any part thereof.
ARTICLE VIII
AMENDMENT AND TERMINATION OF THE TRUST AND PLAN
Section 8.1. The Employer may terminate this Agreement at any time upon 30
days' prior written notice delivered to the Trustee; provided that such
termination by the Employer is subject to the condition that a new trustee
assumes the responsibilities and functions of the Trustee as set forth
herein; and provided, further, that the trusteeship shall, if terminated by
the Employer, continue thereafter for such period as may be necessary for
the complete divestiture to a newly appointed trustee of all assets held in
the Trust Fund.
Section 8.2. If the Plan is terminated in whole or in part, or if the
Employer permanently discontinues its contributions to the Plan, the Trustee
shall distribute the Fund or any part thereof in accordance with the
Committee's Directions. Upon the Employer's termination of the Plan in
whole or in part or the revocation or termination of this Trust Agreement,
the Trustee shall have the right to have its accounts approved. When the
Trust Fund shall have been so applied or distributed, and the accounts of
the Trustee shall have been approved pursuant to Section 3.3 herein, the
Trustee shall not be responsible in any way for the further disposition of
the Trust Fund (or that part thereof so applied or distributed, if the Plan
is terminated only in part). The Trustee shall have the right to withhold
distribution or application of any part of the Trust Fund unless and until
written approval of any such termination has been granted by the Internal
Revenue Service and, if the Plan is subject to the jurisdiction of the
Pension Benefit Guaranty Corporation (the "PBGC"), (a) the period of time
set forth in Section 4041(b)(2)(C) of ERISA has elapsed and the PBGC has not
issued any notice of noncompliance or (b) the PBGC has notified the Plan
Administrator that the requirements or a distress termination have been met
pursuant to Section 4041(c)(3)(A) of ERISA. Assets of the Trust Fund shall
not be returned to the Employer unless and until the Employer has delivered
to the Trustee (a) a certification of an enrolled actuary stating that there
is an amount remaining in the Trust Fund that is not required for the
payment of the benefits provided under the Plan for participants or their
beneficiaries and (b) an opinion of counsel satisfactory to the Trustee,
stating that such return of assets is permitted under the terms of the Plan
and applicable law.
Section 8.3. This Trust Agreement may be amended or modified by a written
agreement signed by the parties hereto or by the Trustee upon 60 days' prior
written notice to the Employer.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 9.1. This Trust Agreement shall be adopted by execution of the
Adoption Agreement.
Section 9.2. In the event that any provision of this Trust Agreement is
deemed or held to be unlawful or invalid for any reason, such event shall
not adversely affect any other provision contained herein unless such
illegality shall make impossible or impracticable the functioning of this
Trust Agreement, and in such case, the appropriate parties shall immediately
amend this Trust Agreement.
Section 9.3. The titles and headings of the Sections in this instrument are
placed herein for convenience of reference only. In the event of any
conflict, the text of this instrument, rather than such titles or headings,
shall control the interpretation of any of the terms and provisions
contained herein.
Section 9.4. Except as otherwise specifically provided herein, all notices
or other communications required or permitted to be given pursuant to this
Agreement shall be given in writing and delivered by personal delivery or
sent by U.S. first class mail, postage prepaid, addressed to their last
respective address of record.
Section 9.5. The construction, validity and administration of this Trust
Agreement shall be governed by the laws of the state where the Trustee has
its principal place of business, except to the extent that such laws are
preempted by ERISA.
This Dreyfus 403(b)(7) Retirement Plan (the "Plan") is intended for the
use of eligible persons who may wish to have Employer contributions
invested in shares of any regulated investment company under the
Investment Company Act of 1940, as amended (a "Fund"), which is approved
by Dreyfus Service Corporation (the "Sponsor") upon the following terms
and conditions and in accordance with the provisions of the Internal
Revenue Code of 1986, as amended (the "Code").
I. Eligibility
Any person who performs services as an Employee (the "Employee") for an
Employer (the "Employer"), which is an organization described in Section
501(c)(3) of the Code and is exempt from tax under Section 510(a) of the
Code, or who performs services as an Employee for an educational institution
(as defined in Section 170(b)(1)(A)(ii) of the Code), which is a State or a
political subdivision of a State or an agency or instrumentality thereof,
and who obtains the consent of such Employer to participate herein, is
eligible to adopt this Plan.
II. Participation
An eligible person may adopt this Plan by signing and mailing the
Custodial Account Application (the "Application") to The Dreyfus Trust
Company, as Custodian (the "Custodian"). The Application and the Salary
Reduction Agreement entered into between the Employee and the Employer, if
applicable, are incorporated herein by reference and are made a part of
this Plan. This Plan and the Dreyfus 403(b)(7) Retirement Plan Custodial
Agreement (the "Custodial Agreement") will be deemed to be adopted when
the Custodian shall have indicated its written acceptance of the
Application and its appointment as Custodian on the Application.
III. Contributions
The Employee may direct the Employer to contribute cash to the Employee's
account established and maintained pursuant to the Custodial Agreement
(the "Custodial Account") in accordance with the Salary Reduction
Agreement entered into between the Employee and the Employer. Such
contributions may be made to the extent they do not exceed $9,500 or any
greater amount permitted by Section 402(g) of the Code. The Employer may
also make non-elective cash contributions to the Custodial Account on
behalf of the Employee. Contributions in accordance with a Salary
Reduction Agreement and non-elective Employer contributions may be made to
the extent that they do not constitute "excess contributions" as that term
is defined in Section 4973(c) of the Code (an "Excess Contribution"). In
addition, the Employee or Employer may, in accordance with the Code,
transfer or cause to be transferred in cash the Employee's balance in any
other 403(b) plan, and the Employee may make a rollover contribution of
any qualifying distribution from a 403(b) plan.
The Sponsor, the Fund(s) and the Custodian shall not be responsible for
determining the amount that may be contributed to the Custodial Account on
behalf of the Employee, nor shall any of them be responsible to recommend
or compel an Employer to make contributions to the Custodial Account. If
during any taxable year the Employer contributed an amount that is an
Excess Contribution, such Excess Contribution and any income attributable
thereto shall, upon the written request of the Employee, be paid to the
Employee by the Custodian or, at the Employee's election, be applied
toward a contribution for the current or subsequent taxable year. If the
amount of contributions made to the Custodial Account for any taxable year
pursuant to a Salary Reduction Agreement exceeds the applicable dollar
limitation of Section 402(g) of the Code, and is designated by the
Employee, in writing, no later than March 1 of the following year, then
the amount of contributions in excess of such limitation plus allocable
earnings through the date of distribution shall be distributed by the
Custodian no later than April 15 of the following year.
The interest of the Employee in the Custodial Account shall be non-
forfeitable at all times, may not be assigned, and shall not be subject to
alienation, assignment, trustee process, garnishment, attachment,
execution or levy of any kind, except with regard to payment of the
expenses of the custodian as authorized by the provision of this Plan and
the Custodial Agreement, and except as required by law.
IV. Investment of Contributions
All contributions made or caused to be made to the Custodial Account by
the Employer on behalf of the Employee shall be applied by the Custodian
to purchase shares of the Fund(s) designated in writing by the Employee on
the Application or such other form as may be acceptable to the Custodian.
The Employee may direct the transfer of assets held in the Custodial
Account from one Fund to another Fund at any time and from time to time,
subject to the terms and conditions set forth in the then current
Prospectus of the applicable Fund.
All income dividends and capital gains distributions shall be reinvested
in additional shares of the Fund(s) so designated by the Employee.
The Employee may, however, authorize and direct the Custodian in writing
to exchange any or all shares of any Fund held in the Custodial Account
for shares of any other Fund subject to, and in accordance with, the terms
and conditions of any exchange privilege, including the telephone exchange
privilege, offered with respect to Fund Shares as described in the then
current Prospectus of the applicable Fund.
In addition, and where allowed by the Sponsor, the Employee may authorize
an investment advisor to make exchanges for all amounts maintained in the
Custodial Account under the Plan, subject to, and in accordance with, such
terms and conditions as may be agreed upon in writing from time to time by
the Sponsor and the Custodian.
If the Employee elects the telephone exchange privilege on the Application
or on another form acceptable to the Custodian, or if the Employee
authorizes an investment advisor to make exchanges as described above, the
Custodian shall be entitled to rely and act upon telephonic instructions
received from any person directing the exchange of any or all Fund Shares
held by the Custodian for the benefit of the Employee, and shall be fully
protected by the Employee in acting in accordance with any such telephonic
instructions.
V. Distributions
A. The Employee, or the beneficiary or estate of the Employee in
the event of the Employee's death, shall be entitled to distribution
of the assets in the Custodial Account in a form provided in Section
V. B. below as follows:
l. upon termination of employment before attaining age 55;
2. upon becoming disabled;
3. upon retirement;
4. upon attaining age 59-1/2;
5. upon encountering financial hardship.
For the purposes of this Plan, retirement shall mean termination of
employment on or after attaining age 55. For purposes of this Plan,
the Employee shall be considered disabled if the Employee is unable
to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment that can be
expected to result in death or to be of long, continued and
indefinite duration.
Only contributions that are made on behalf of the Employee pursuant
to the Salary Reduction Agreement entered into between the Employee
and the Employer may be distributed on account of financial hardship.
Non-elective Employer contributons and earnings on assets in the
Custodial Account may not be distributed on account of financial
hardship. For purposes of this Plan the term "financial hardship"
shall mean, but shall not be limited to, the purchase of a residence,
expenses incurred for the higher education of dependent children, and
illness sustained by the Employee or the Employee's dependents.
B. The Employee may elect a form of distribution from among the following
alternatives:
1. a single payment, in cash or kind;
2. equal or substantially equal monthly, quarterly or annual
installments over a period not to exceed the life
expectancy of such Employee or the joint life and survivor
expectancy of such Employee and his beneficiary; or
3. an immediate or deferred annuity contract purchased by the
Custodian, which provides for payments over the life of the
Employee or, if the Employee so elects, for payments over
the lives of the Employee and the Employee's beneficiary.
Such election shall be made at least sixty (60) days prior to the
date on which distribution is expected to be made or to begin. Such
an election shall be made in writing in such form as shall be
acceptable to the Custodian. If the Plan and Custodial Agreement are
determined to constitute an "employee pension benefit plan" subject
to the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), then all distributions shall be subject to the qualified
joint and survivor annuity and qualified preretirement survivor
annuity rules of Section 205 of ERISA.
C. The Employee may designate a beneficiary(ies) of the Employee's
choosing and may, in addition, name a contingent beneficiary. Such
designation shall be made in writing in a form acceptable to the
Custodian. The Employee may at any time revoke the Employee's
designation of a beneficiary by filing with the Custodian a written
notice of such revocation or change in a form acceptable to the
Custodian. If no designation of a beneficiary shall have been made,
distribution shall be made to the estate of the Employee. A
beneficiary designation shall not be effective until received by the
Custodian while the Employee is alive.
D. Notwithstanding any other provision of this Section V, the Employee's
entire interest in the Custodial Account must be or begin to be,
distributed by the Employee's required beginning date, which is the
April 1 following the calendar year in which the Employee reaches age
70-1/2. Notwithstanding the preceding sentence, if the Employee had
attained age 70-1/2 prior to January 1, 1988, the required beginning
date is the later of age 70-1/2 or termination of employment. By the
applicable required beginning date, the Employee may elect in a manner
acceptable to the Custodian to have the balance in the Custodial
Account distributed in any of the methods described in section V.B.
above.
If the Employee does not choose any of the methods of distribution
described in Section V.B. above before the required beginning date,
distribution to the Employee will be made by that date in accordance
with Section V.B.2 above based on the Employee's life expectancy only,
without recalculation, and distribution will be made on an annual
basis. If the Employee elects a means of distribution described in
Section V.B.3 above, the annuity contract must satisfy the
requirements of Section 72 or 403(b)(1) of the Code. If the Employee
elects a means of distribution described in Section V.B.2 above, the
annual payment required to be made by the Employee's required
beginning date is for the calendar year the Employee reached age
70-1/2. Annual payments for subsequent years, including the year the
Employee's required beginning date occurs, must be made by December 31
of that year.
E. If the Employee dies before the Employee's entire interest is
distributed to the Employee, the entire remaining interest will
be distributed as follows:
1. If the Employee dies on or after the Employee's required
beginning date, and after distributions have commenced, the
entire remaining interest will continue to be distributed in the
same manner as before the Employee's death. The preceding
sentence shall not apply if the beneficiary(ies) elect otherwise
to have the remaining interest distributed in some other form
pursuant to Section V.B. above.
2. If the Employee dies before the Employee's required beginning
date, the entire remaining interest will, at the election of the
beneficiary(ies), either (a) be distributed by December 31 of
the year in which the 5th anniversary of the Employee's death
occurs, or (b) be distributed in equal or substantially equal
payments over the life or life expectancy of the designated
beneficiary(ies).
The election of either Subsections E.2(a) or E.2(b) above must be made
by December 31 of the year following the year of the Employee's death.
If the beneficiary(ies) do not elect either of the distribution
options described in Subsections E.2(a) and E.2(b) above, distribution
will be made in accordance with Subsection E.2(b) if the beneficiary
is the Employee's surviving spouse and in accordance with Subsections
E.2(a) if the beneficiary(ies) are or include anyone other than the
surviving spouse. In the case of distributions under Subsection
E.2(b), distributions must commence by December 31 of the year
following the year of the Employee's death. If the Employee's spouse
is the beneficiary, distributions need not commence until December 31
of the year the Employee would have attained age 70-1/2, if later.
3. In the case of distributions over life expectancy in equal or
substantially equal annual payments, to determine the minimum
annual payment for each year, the Employee's entire interest in
the Custodial Account as of the close of business on December 31
of the preceding year, will be divided by the life expectancy of
the Employee (or the joint life and last survivor expectancy of
the Employee and the Employee's beneficiary, or the life
expectancy of the beneficiary, whichever applies). In the case
of distributions over the joint life and survivor expectancy of
the Employee, the initial life expectancy (or joint life and
last survivor expectancy) will be determined using the attained
ages of the Employee and the beneficiary as of their birthdays
in the year the Employee reaches age 70-1/2. In the case of
distribution in accordance with Section E.2(a), life expectancy
will be determined using the attained age of the beneficiary as
of the beneficiary's birthday in the year distributions are
required to commence. Except as otherwise provided in Section
V.B., unless the Employee (or spouse) elects to have life
expectancy recalculated, the Employee's life expectancy (and the
life expectancy of the Employee's spouse, if applicable) will
not be recalculated annually using their attained ages as of
their birthdays in the year for which the minimum annual payment
is being determined. The life expectancy of the beneficiary
(other than the spouse) will not be recalculated. The minimum
annual payment may be made in a series of installments (e.g.,
monthly, quarterly, etc.) as long as the total payments for the
year made by the date required are not less than the minimum
amounts required.
VI. Sponsor
The Employee delegates to the Sponsor the following powers with respect to
the Plan: (a) to remove the Custodian and select a successor Custodian;
and (b) to amend this Plan (including retroactive amendment).
The powers herein delegated to the Sponsor shall be exercised by such
officer thereof as the Sponsor may designate from time to time, and shall
be exercised only when similarly exercised with respect to all other
Employees adopting the Plan.
The Sponsor, The Dreyfus Corporation, and each of the Funds, and each of
their respective officers, directors, trustees, general partners,
affiliates, agents and employees shall have no responsibility or liability
of any kind and shall be fully protected by the Employee with regard to
the administration of the Plan except as provided in this Section VI of
the Plan, and none of them shall incur any liability of any nature to the
Employee or any beneficiary or other person in connection with any act
done or omitted to be done in good faith in the exercise of any power or
authority herein delegated to the Sponsor.
The Employee agrees to indemnify and hold the Sponsor, The Dreyfus
Corporation and each of the Funds, and each of their respective officers,
directors, trustees, general partners, affiliates, agents and employees
harmless from and against any and all claims, liabilities, losses, damages
and expenses, including attorneys' and accountants' fees, incurred in
connection with the exercise of, or omission to exercise, any of the
powers delegated to the Sponsor under this Section VI, except such
liabilities and expenses as may arise from the Sponsor's own negligence or
willful misconduct.
VII. Amendment and Termination
The Employee delegates to the Sponsor the power to amend this Plan
(including retroactive amendment) upon written notice to the Employee. Any
such amendment shall become effective upon mailing notice of such
amendment to the Custodian and the Employee.
No amendment shall be effective if it would cause or permit: (a) any part
of the Custodial Account to be diverted to any purpose that is not for the
exclusive benefit of the Employee and the Employee's beneficiaries; (b)
the Employee to be deprived of any portion of the Employee's interest in
the Custodial Account; or (c) the imposition of an additional duty on the
Custodian without its prior written consent.
The Employee reserves the right to terminate further contributions to the
Custodial Account established under this Plan by agreement with the
Employer provided that the Employee shall file with the Custodian an
executed copy of such agreement. The Employee also reserves the right to
transfer the assets of the Custodial Account to such other form of Section
403(b)(7) Retirement Plan as the Employee may determine, upon written
instructions to the Custodian in such form as the Custodian may reasonably
require.
VIII. Construction
The Plan shall be administered, construed and enforced according to the
laws of the State of New York, except to the extent preempted by the Act.
It is intended that this Plan qualify under Section 403(b)(7) of the Code,
and no provision of the Plan shall be construed to conflict with any
requirement of Section 403(b)(7) of the Code.
The Employer shall be solely responsible for compliance with the
nondiscrimination rules of Section 403(b)(12) of the Code, if applicable.
If the Plan and Custodial Agreement are determined to constitute an
"employee pension benefit plan" subject to the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), then the Employer shall comply
with all applicable requirements of ERISA.
The Employer may maintain a separate 403(b) plan document in addition to
the Plan and Custodial Agreement. Such plan document shall be
administered and maintained by the Employer in a manner consistent with
the Plan and Custodial Agreement, and neither the Custodial nor the
Sponsor shall have any duties or responsibilities with respect to such
separate document.
Dreyfus
403(b)(7)
Retirement Plan
Custodial Agreement
By signing the Dreyfus 403(b)(7) Retirement Plan Custodial Account
Application (the "Application") for the Employee named thereon ("the
Employee"), the Employer named thereon ("the Employer") adopts the Dreyfus
403(b)(7) Retirement Plan ("the Plan") and establishes a Custodial Account
("the Custodial Account"), and The Dreyfus Trust Company ("the
Custodian"), by countersigning the Application, accepts the Custodianship
thereof upon the terms and conditions set forth below.
1. Employer
The Employer represents that it is an organization described in Section
501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code")
and is exempt from tax under Section 501(a) of the Code, or that it is
an educational institution (as defined in Section 170(b)(1)(A)(ii) of
the Code, which is a State, a political subdivision thereof, or an
agency or instrumentality thereof.
2. Custodial Account
This Custodial Agreement is established for the purpose of establishing
and maintaining a Custodial Account for the Employee and for investing
such contributions as described in Paragraph 8 hereof. The Employer
intends that this account qualify as a "Custodial Account for regulated
investment company stock" within the meaning of Section 403(b)(7) of
the Code.
3. Contributions
All contributions must be made in cash. The Custodian will accept only
contributions received from the Employer with the exception of
rollovers as defined in Section 403(b)(8) of the Code, and transfers
from other retirement plans established under Section 403(b) of the
Code. All contributions hereafter made to the Custodial Account shall
be in accordance with the provisions of this Agreement. The Custodian
shall have no obligation to verify the allowability of such
contributions and may rely solely on the representations of the
Employer or the Employee with respect thereto.
4. Fully-Vested Interest
The Employee's interest in the balance in his Custodial Account shall
at all times be nonforfeitable.
5. Exclusive Benefit
The Custodial Account is established for the exclusive benefit of the
Employee and the Employee's beneficiary(ies) and for the purpose of
holding in the Custodial Account such contributions of money made on
behalf of the Employee as the Custodian may receive from time to time
from the Employer and of the shares purchased therewith pursuant to
Paragraph 8 hereof.
6. Distributions
At no time shall it be possible for any part of the assets of the
Custodial Account to be used for, or diverted to, purposes other than
for the exclusive benefit of the Employee and the Employee's
beneficiary(ies). In connection with the making of any distributions,
the Custodian may rely solely on the accuracy of all facts supplied at
any time by the Employee, including any written designation of a
beneficiary. The Employee's interest in the Account shall be
distributed to the Employee or will begin to be distributed upon
receipt by the Custodian of written instructions as to the method of
distribution. The Employee may elect a form of distribution from among
the following alternatives:
(a) a single payment, in cash of kind;
(b) equal or substantially equal monthly, quarterly or annual
installments over a period not to exceed a period measured by the
life expectancy of such Employee or the joint life and survivor
expectancy of such Employee and the Employee's beneficiary; or
(c) the purchase and distribution of an immediate or deferred annuity
policy purchased by the Custodian, which provides for payments over
the life of the Employee or, if the Employee so elects over the
lives of the Employee and the Employee's beneficiary.
7. Beneficiary
The Employee may, by notice in writing delivered to the Custodian while
the Employee is alive, designate or change a beneficiary(ies) who will
receive any undistributed interest in the Custodial Account in the
event of the Employee's death. In the absence of any such designation,
any undistributed interest of the Employee shall be paid to the legal
representative of the Employee's estate.
8. Fund Shares
The amount of each contribution to the Custodial Account shall be
applied to the purchase of shares of ownership in one or more
investment companies registered under the Investment Company Act of
1940, as amended (hereinafter referred to individually as a "Fund",
which is approved by Dreyfus Service Corporation (the "Sponsor") and
which the Custodian has agreed to hold, in accordance with the Fund's
then current Prospectus. Such shares are referred to herein as "Fund
Shares." The Custodian shall credit such Fund Shares to the separate
Custodial Account of the Employee who shall be the beneficial owner of
such shares. A confirmation for each contribution received showing the
investment thereof and current status of the Custodial Account shall be
prepared by the Custodian and sent to the Employee. All dividends and
capital gains distributions received on the Fund Shares held by the
Custodian in the Custodial Account shall be reinvested in accordance
with the respective Fund's then current Prospectus in additional Fund
Shares, which shall be credited to the Custodial Account. A
confirmation showing the current status of the Custodial Account shall
be prepared by the Custodian and sent to the Employee with respect to
each such reinvestment. At least once each year the Custodian shall
furnish the Employee with an annual report of all activity in the
Custodial Account during the preceding calendar year, which shall be
deemed to be the sole accounting required to be provided by the
Custodian necessary under this Agreement. If the Custodian does not
receive a written objection to such accounting from the Employee within
one hundred eighty (180) days after the date the accounting is sent by
the Custodian, the Employee shall be considered to have fully approved
the accounting and the Custodian shall be relieved from all liabilities
and responsibilities that may arise in connection with any matters
covered by the accounting.
The Employee may authorize and direct the Custodian in writing to
exchange any or all Fund Shares held in the Custodial Account for any
other Fund Shares, subject to, and in accordance with, the terms and
conditions of any exchange privilege, including the telephone exchange
privilege, offered with respect to Fund Shares as described in the then
current Prospectus of the applicable Fund. The Sponsor may allow the
Employee to authorize an investment advisor to make such exchanges
subject to, and in accordance with, such terms and conditions as may be
agreed upon in writing from time to time by the Sponsor and the
Custodian.
If the Employee elects, either in the Application or other form
acceptable to the Custodian, the telephone exchange privilege or
authorizes an investment advisor to make exchanges as described above,
the Custodian shall be entitled to reply and act on telephone
instructions from any person representing himself or herself to be the
Employee directing the exchange of any or all shares of a Fund held in
the Custodial Account for shares of any other Fund(s) as specified in
such telephonic instructions, provided that such Fund is available for
sale in the state of residence of the Employee. It is understood and
agreed that the telephone exchange privilege is subject to the
limitations specified above. The Employee affirms that, prior to
requesting any exchange, the Employee shall obtain a copy of the then
current Prospectus of each Fund into which any exchange is requested to
be made.
The Employee authorizes and directs the Custodian to respond to any
telephonic inquiries relating to the status of shares owned, including,
but not limited to, the number of shares held.
The Employee and the Employee's beneficiary(ies), assignees and
successors understand and agree that the Sponsor, the Custodian, each
Fund and The Dreyfus Corporation, and each of their respective
officers, directors, trustees, general partners, affiliates, agents and
employees, will not be held liable and will be fully protected by the
Employee against any and all claims, liabilities, losses, damages and
expenses (including attorneys' and accountants' fees) arising out of
any exchange request effected in accordance with any telephone
instructions. The Employee certifies and agrees that the
certifications, authorizations, directions and restrictions contained
herein or otherwise provided to the Custodian will continue in effect
until the Custodian receives written notice of any change or
revocation. The Employee understands that each of the Funds and the
Custodian reserves the right to refuse any telephonic instructions. All
Fund Shares acquired by the Custodian for the benefit of the Employee
shall be registered in the name of the Custodian or its nominee.
9. Charges Against Account-Taxes, Expenses, and Custodian's Compensation
Any income taxes or other taxes of any kind whatsoever that may be
levied or assessed upon, or in respect of, the Custodial Account shall
be paid from the assets of the Custodial Account. Any transfer taxes
incurred in connection to the investment and reinvestment of the assets
of the Custodial Account, all other administrative expenses incurred by
the Custodian in the performance of its duties hereunder (including
without limitation, any expenses incurred by the Custodian in the
preparation and filing of extraordinary returns or reports including
unrelated business income tax return), including fees for legal
services rendered to the Custodial Account, and such compensation to
the Custodian as set forth in the Custodian's fee schedule as amended
by the Custodian from time to time, shall be paid of the Custodial
Account.
10. Custodian-Resignation, Removal
(a) The Sponsor shall at any time have the right to remove the
Custodian by delivering to it a notice in writing to that effect,
which notice shall also designate a successor custodian. Upon
receipt by the Custodian of written acceptance by the successor
custodian of its appointment, the Custodian shall forthwith
transfer and pay over to such successor custodian the assets of the
Custodial Account and all records pertaining thereto. Upon receipt
of such assets and records by the successor Custodian, the removal
of the Custodian shall be effective.
The Custodian may, however, reserve such Fund Shares as may be
required for the payment of all its fees, compensation, costs and
expenses and for the payment of all liabilities of, or against the
assets of, the Custodial Account or Custodian and where necessary
may liquidate such reserved Fund Shares. Any balance of such
reserve remaining after the payment of all such expenses and
liabilities shall be paid over to the successor custodian. Any
successor custodian must meet the requirements in Section 401(f)(2)
of the Code.
(b) The Custodian shall at any time have the right to resign as
Custodian under this Agreement by delivering to the Sponsor and the
Employee a notice in writing to that effect. Upon receiving such
notice of resignation, the Sponsor shall forthwith appoint a
successor custodian and upon receipt by the Custodian of written
acceptance by the successor custodian of such appointment, the
Custodian is authorized to act in the same manner as provided in
the preceding paragraph. In the event the Sponsor fails to appoint
a successor Custodian within ninety (90) days of receiving notice
of the Custodian's resignation, the Custodian may distribute to the
Employee the assets of the Custodial Account, reserving such Fund
Shares as may be required for the payment of all its fees,
compensation, costs and expenses and for the payment of all
liabilities of or against the assets of the Custodial Account or
the Custodian, so that it may, where necessary, liquidate such
shares with any balance remaining after payment of all such
expenses and liabilities to be paid to the Employee.
11. Records
The Custodian shall keep accurate and detailed accounts of all
contributions, receipts, investments, distributions, disbursements and
all other transactions. The Custodian shall prepare and file any
returns required to be filed by it as Custodian of a plan under Section
403(b) of the Code, and supply to the Internal Revenue Service any
other information as may be required from a Custodial Account
qualifying under Section 501(a) of the Code.
12. Voting Proxies
The Custodian shall deliver to the Employee all notices, prospectuses,
financial statements, proxies and proxy soliciting material relating to
the Fund Shares held by it in the Custodial Account. The Custodian
shall not vote any of the Fund Shares held hereunder except in
accordance with the written instructions of the Employee.
13. Reports to Department of Labor
Any reports or filings required to be made with the Department of Labor
under the Employee Retirement Income Security Act of 1974 with respect
to a Custodial Account established under this Agreement, shall be made
by the Employer.
14. Duties of Custodian
The Custodian shall be under no duties whatsoever except such duties as
are specifically set forth as such in this Custodial Agreement, and no
implied covenant or obligation shall he read into this Custodial
Agreement against the Custodian. In the performance of its duties the
Custodian shall be liable only for its own gross negligence and willful
misconduct. The Employee shall have the sole authority and
responsibility for the enforcement or defense of the terms and
conditions of the Custodial Agreement against, or on behalf of, any
person(s) claiming any interest in the Custodial Account. The Custodian
shall not he required to prosecute, defend or respond to any action
and/or judicial proceeding relating to the Custodial Account unless it
has previously received indemnification satisfactory to it in form and
in substance.
15. Amendments
The Custodian reserves the right to amend all or any part of the terms
of this Custodial Agreement in any manner that would not disqualify the
Custodial Account from complying with Sections 403(b) and 501 of the
(Code upon written notice to the Employee. The Employee hereby grants
Dreyfus Service Corporation the right to amend the terms of this
Agreement in order that the Custodial Account might qualify as a
Custodial Account for regulated investment company stock within the
meaning of Section 403(b)(7) of the Code, provided, however, that no
such amendment which increases the duties or responsibilities of the
Custodian shall become effective unless the Custodian has consented to
such amendment. Any such amendment by Dreyfus Service Corporation shall
become effective upon mailing notice of such amendment to the Custodian
and the Employee.
16. Liability of Custodian
The Custodian shall not be liable for any action it shall take when
such action or failure to act is in accordance with the written
instructions of the Employer or the Employee or is due to the absence
of such instructions. The Custodian shall not be required to give bond
or security for the performance of its duties hereunder. The Employee
shall at all times fully indemnify and save harmless the Custodian from
any liability that may arise in connection with this Agreement, except
liability from the negligence or willful misconduct of the Custodian.
17. Inalienability of Benefits
The benefits provided hereunder shall not be subject to alienation,
assignment, garnishment, attachment, execution or levy of any kind, and
any attempt to cause such benefits to be so subjected shall not be
recognized except to such extent as may be required by law.
This Custodial Agreement shall be construed, administered and enforced
according to the laws of the State of New York.
18. Construction
The Plan shall be administered, construed and enforced according to the
laws of the State of New York, except to the extent preempted by the
Act. It is intended that this Plan qualify under Section 403(b)(7) of
the Code, and no provision of this Plan shall be construed to conflict
with any requirement of Section 403(b)(7) of the Code.
The Employer shall be solely responsible for compliance with the
nondiscrimination rules of Section 403(b)(12) of the Code, if
applicable. If the Plan and Custodial Agreement are determined to
constitute an "employee pension benefit plan" subject to the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), then the
Employer shall comply with all applicable requirements of ERISA.
The Employer may maintain a separate 403(b) plan document in addition
to the Plan and Custodial Agreement. Such plan document shall be
administered and maintained by the Employer in a manner consistent with
the Plan and Custodial Agreement, and neither the Custodian nor the
Sponsor shall have any duties or responsibilities with respect to such
separate document.
Dreyfus Group Retirement Plans is a division of Dreyfus Service Corporation.
1992, Dreyfus Service Corporation NP/EMPYcust3-925
Dreyfus 403(b)(7) Retirement Plan
Custodial Account Application - Form #1
1. a. Name of Employee: _______________________________________________________
b. Employee's Social Security Number: ______________________________________
c. Date of Birth: __________________________________________________________
d. Telephone Number: ( ) ( )
_______________________________________________________
(Home) (Office)
2. Employee's Address: ________________________________________________________
(Street)
______________________________________________________________________________
(City) (State) (Zip Code)
3. Employer's Name, Address and Telephone Number: ( )
______________________________
(Name) (Telephone Number)
_____________________________________________________________________________
(Address)
4. Please indicate below the name of each fund in which all contributions
shall be invested and the percentage of each contribution to be
allocated to each fund:
Fund Name % of Contribution (no less than 10% in any one fund)
__________________ ____________________________________________________
__________________ ____________________________________________________
__________________ ____________________________________________________
(must total 100%)
If no selection is indicated, your money will be invested in Dreyfus
Liquid Assets, Inc. This Application must be accompanied or preceded by
a Dreyfus Liquid Assets, Inc. Prospectus.
5.[] If you wish to transfer assets from an existing 403(b) plan, check
here and complete the enclosed Transfer Request Form-Form #3 .
EMPLOYEE'S ACCEPTANCE By signing this Application, the Employee acknowledges
that the Employee has received and agrees to be bound by the terms and
conditions of the current Prospectus of each fund specified in paragraph 4
above, the Dreyfus 403(b)(7) Retirement Plan (the "Plan") and the Dreyfus
403(b)(7) Retirement Plan Custodial Agreement (the "Custodial Agreement"), and
hereby appoints The Dreyfus Trust Company as Custodian under the Custodial
Agreement. The Employee also designates the beneficiary(ies) specified on the
Beneficiary Designation Form se forth on the reverse side of this Application
and agrees to be bound by the terms and conditions set forth therein. The
Employee agrees that the Custodian shall be entitled to deduct its fees and
administration expenses as set forth in the Custodian's current fee schedule, a
copy of which has been received by the Employee, and which may be amended by the
Custodian in the future upon written notice to the Employee.
By signing this Application, the Employee accepts the privilege to make
exchanges, including telephone exchanges, among select Dreyfus funds pursuant to
Section IV of the Plan and Section 8 of the Custodial Agreement. Prior to any
exchange, a current Prospectus of the fund(s) into which exchanges are to be
affected must be obtained. Exchanges can be made only between Dreyfus mutual
fund accounts having identical registrations. The current exchange privilege is
subject to certain other limitations, as described in the current Prospectus of
each fund. A person wishing to make a telephone exchange should call The Dreyfus
Trust Company at the appropriate number listed below:
In the Continental US., as well as Alaska, Hawaii, Puerto Rico and the
U.S. Virgin Islands, call toll free: 1-800-221-4060.
Overseas, call: 401-455-3306.
_________________________________________________ _______________________
Employee's Signature Date
EMPLOYER'S ACCEPTANCE By signing this Application, the Employer named above
agrees to the terms and conditions of the Plan, the Custodial Agreement and this
Application, and certifies that the Employer is an organization described in
Section 501(c)(3) of the Code, which is exempt from tax under Section 501(a) of
the Code, or is another qualifying organization described in Section 403(b) of
the Code.
____________________________________ ____________________________ _____________
Authorized Signature Title Date
CUSTODIAN'S ACCEPTANCE By signing this Application, The Dreyfus Trust Company
accepts this Application and its appointment as Custodian of the Employee's
Custodial Account under the terms and conditions set forth in the Plan and the
Custodial Agreement. This Application will be maintained by The Dreyfus Trust
Company, as Custodian.
By ______________________________________________________ ____________________
The Dreyfus Trust Company, as Custodian Date
Dreyfus 403(b)(7) Retirement Plan
Salary Reduction Agreement - Form #2
Complete this form to indicate the amount of money to be deferred from your
salary and contributed to your account each pay period. This amount may be
changed only once during a calendar year. Both you and your Employer must sign
where indicated. This form should be retained by the Employer; you should keep a
copy for your records.
AGREEMENT made this ___________ day of ______________, 19___, by and between
_____________________________ (the "Employee") and __________________________
(the "Employer"), whereby the Employer and Employee agree as follows:
1. The salary of the Employee will be reduced by $__________; or by _________%
(minimum of $___________ per pay period).
2. The amount of such reduction shall be contributed by the Employer to: The
Dreyfus Trust Company, as Custodian (or any successor custodian) of the
Employee's Custodial Account in accordance with the Dreyfus 403(b)(7)
Retirement Plan (the "Plan"), the Dreyfus 403(b)(7) Retirement Plan Custodial
Agreement (the "Custodial Agreement"), and Section 403(b)(7) of the Internal
Revenue Code of 1986, as amended (the "Code").
3. The foregoing arrangement shall be subject to the limitations on the maximum
amount(s) that can be contributed under a plan described in Section 403(b)(7)
of the Code. The limitations are found in Sections 402, 403(b) and 415 of the
Code. The Employee shall be solely responsible for ensuring that these limits
are not violated.
4. All contributions made to the Employee's Custodial Account shall be
administered in accordance with the terms and conditions of the Plan, the
Custodial Agreement and the Custodial Account Application completed by the
Employee and the Employer.
5. This Salary Reduction Agreement is legally binding and irrevocable with
respect to all amounts earned by the Employee while this Agreement is in
effect, provided, however, that the Employer may terminate this Agreement
with respect to amounts not earned at the time of termination. It is further
understood and agreed that the Employee will not be permitted to make more
than one Salary Reduction Agreement, or to make more than one change in the
amount or percentage of the salary reduction specified in the Employee's
Salary Reduction Agreement, during any one taxable year of the Employee,
except for any change required to comply with the limitations described in
Paragraph 3 above.
EXECUTED as of the date first written above.
___________________________________________ ___________________________________
(Print Name of Employer) (Signature of Employee)
By:________________________________________
(Authorized Signature)
___________________________________________
(Print Name and Title)
Dreyfus 403(b)(7) Retirement Plan
Transfer Request Form - Form #3
This form should be completed if you wish to transfer assets from an
existing 403(b) plan. Simply enter the information requested. Both you and
your Employer must sign where indicated.
IF YOU WISH TO TRANSFER ASSETS FROM YOUR EXISTING 403(b) PLAN, COMPLETE
THIS FORM AND FORWARD IT TO: THE DREYFUS TRUST COMPANY, as Custodian,
Dreyfus Mutual Funds, P.0. Box 6427, Providence, RI 02940-9808, Attn:
Benefit Plans Department.(1)
TO:___________________________________________________
(Name of Present Custodian or Insurance Carrier)
___________________________________________________
Address
___________________________________________________
City State Zip Code
RE: A/C ______________________________________________
(Account Number)
A/C ______________________________________________
(Account Number)
To Whom it May Concern:
It is my intention to effect a tax-free transfer of:
[] all assets; or [] a portion of assets: $____________ in the above-referenced
Tax Sheltered Annuity Contract(s)(2)(1)/ Tax Sheltered Custodial Account(s) to a
Dreyfus 403(b)(7) Retirement Plan sponsored by Dreyfus Service Corporation.
This letter represents my formal request to transfer all or a portion of
such assets (cash or fund shares only(1)) to The Dreyfus Trust Company, as
Custodian, for investment in certain mutual fund shares designated by me through
a Custodial Account that conforms to Section 403(b)(7) of the Internal Revenue
Code of 1986, as amended. Please make your check payable to The Dreyfus Trust
Company, as Custodian, and forward it to:
The Dreyfus Trust Company
P.O. Box 6427
Providence, Rl 02940-9808
Attn: Benefit Plans Department
I confirm that I have entered into a binding agreement with my new Custodian and
in the event that I receive a check for the proceeds of the above-referenced
account(s), I will immediately endorse the check to The Dreyfus Trust Company,
as Custodian, for deposit into my Dreyfus 403(b)(7) Retirement Plan Custodial
Account (please indicate existing Dreyfus plan account number, if any:
_____________________________________).
Date ___________________________ _______________________________________
Print Name of Employer
_______________________________________
Print Name of Employee
_______________________________________
Signature of Employee
The Dreyfus Trust Company accepts its appointment as Custodian and confirms the
above. Please send the amount requested (check(s) made payable to The Dreyfus
Trust Company, as Custodian).
Acceptance by The Dreyfus Trust Company
________________________________________________ ________________________
Signature Date
If you have any questions, call our Benefit Plans Division toll free:
1-800-358-5566. In New York City call: (718) 895-1397. In N.Y. State, call
collect.
1. Special requirements apply if you are over the age of 70-1/2 and have a
different beneficiary listed in your old plan. Contact the Custodian.
2. In Revenue Ruling 90-24, the Internal Revenue Service ("IRS") stated that a
tax-free transfer can be made from a 403(b) annuity contract or a 403(b)(7)
custodial account to a 403(b)(7) custodial account so long as the
transferred assets continue to be subject to any restriction on early
withdrawals found in the original investment.
3. In cash or, if shares, then only shares of ownership in an investment
company registered under the Investment Company Act of 1940, as amended,
the shares of which are underwritten and distributed by the Dreyfus Service
Corporation, or shares in any other investment company as may, from time to
time, be offered by Dreyfus Service Corporation, which the Custodian has
agreed to hold in the Custodial Account.
Beneficiary Designation Form
Naming more than one beneficiary
You can name one or more persons as a beneficiary and you can designate each of
them as a primary or secondary beneficiary. To name more than one primary or
secondary beneficiary, include all information requested below on a separate
piece of paper. Sign and date each additional page and attach it to this
Application.
If you name more than one primary beneficiary, or one secondary beneficiary,
you can specify if they are to receive equal or unequal shares. If you do not
specify, they will be paid in equal shares.
Any secondary beneficiary or beneficiaries you name will receive all or a
portion of your Dreyfus 403(b)(7) Custodial Account balance only if all primary
beneficiaries die before you.
It will also be assumed that you want your entire Dreyfus 403(b)(7) Custodial
Account balance to be paid to the beneficiaries who survive you. Thus, if you
name two primary beneficiaries but one of them dies before you, the entire
balance will be paid to the surviving beneficiary.
Naming a trust as beneficiary
To name a trust as a primary or secondary beneficiary, write the name and
address of the trustee, then give the date of the trust agreement and the name
of each trust beneficiary.
Other important points to remember
By naming a beneficiary on this Application, you revoke any prior designation
of beneficiary you may have made with respect to the assets in your Dreyfus
403(b)(7) Custodial Account.
You have the right to change your beneficiaries at any time by filing a proper
written request with the Custodian, which is received by the Custodian during
your lifetime.
If no beneficiary survives you, if no beneficiary designation is in effect at
your death, or if your beneficiary is your estate, the balance in your Dreyfus
403(b)(7) Custodial Account will be paid to your estate.
Primary Beneficiary*
_______________________________________ ____________________________________
Name Relationship, if any
_________________________ ________________________ _________________________
Date of Birth Social Security # Percent of Share
______________________________________________________________________________
Address
Secondary Beneficiary (in case of death of primary beneficiary(ies)
_______________________________________ ____________________________________
Name Relationship, if any
_________________________ ________________________ _________________________
Date of Birth Social Security # Percent of Share
______________________________________________________________________________
Address
*Spousal Consent
If your Employer makes contributions to your Dreyfus 403(b)(7) Custodial
Account, the Custodial Account is subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), and you are
married and designate a primary beneficiary other than your spouse, you must
have your spouse sign the below consent:
I hereby consent to the above beneficiary designations and limit my
consent to the beneficiaries indicated above. In addition, I waive my
right to limit my consent to a specific form of benefit and consent to any
form of benefit which may be elected under the Custodial Account. I
understand that my spouse must execute a new Beneficiary Designation Form
if he or she wants to designate another beneficiary.
______________________________________________ ________________________
Spouse's Signature Date
Plan Respresentative
______________________________________________
Witness or
Notary Public
State:__________________
Commission Expires: ____
FOR DEALERS AND ADVISORS ONLY
_______________________________________________________________________________
Name Address City State Zip
_______________________________________________________________________________
Salesman's Name Salesman's # Branch & Dealer Code
[] CHECK ONLY IF COPY OF CONFIRM SHOULD BE SENT TO BRANCH OFFICE
INSTEAD OF HOME OFFICE.
_______________________________________________________________________________
BRANCH ADDRESS (IF BOX ABOVE IS CHECKED)-ALSO BRANCH CODE MUST BE FILLED
IN ABOVE.
Adoption Agreement
Dreyfus Prototype Simplified Employee Pension
The Employer named in Section I.A. below hereby establishes or restates a
Simplified Employee Pension ("SEP"). The terms of the SEP are set forth
in this Adoption Agreement and the applicable provisions of the Dreyfus
Prototype Simplified Employee Pension Basic Plan Document, as amended from
time to time, which is hereby adopted and incorporated herein by
reference.
I. Basic Provisions
A. Employer's Name: ________________________________________________
Address: ________________________________________________________
__________________________________________________________
B. Employer is a [] corporation; [] S Corporation; [] partnership; []
sole proprietor; [] other.
C. Employer's Tax ID Number: _____________________________
D. Employer's Fiscal Year: ___________________________________
E. Effective Date of Plan: ____________________________________
If this is an amendment and restatement of an existing SEP, enter
the date originally adopted ______________________________
The Effective Date of this amended SEP __________________________.
F. Plan Year shall mean: [] the calendar year. [] the Employer's
fiscal year.
II. Eligible Employees
All Employees shall be Eligible Employees, except:
[] Employees who have not attained age __________________ (not to
exceed age 21).
[] Employees who have not performed service for the Employer during
at least _____________________ (not to exceed 3) of the 5 calendar
years immediately preceding such calendar year.
[] Employees with total compensation (within the meaning of section
414(q)(7) of the Code) from the Employer for the calendar year of
less than $300 (adjusted in accordance with section 408(k)(8) of
the Code).
[] Employees included in a unit of Employees covered by a collective
bargaining agreement between the Employer and employee
representatives, if retirement benefits were the subject of good
faith bargaining ("Collectively Bargained Employees"). For this
purpose, the term "employee representatives" does not include any
organization more than half of whose members are Employees who are
owners, officers or executives of the Employer. The determination
of who is a Collectively Bargained Employee shall be made taking
into consideration the special rules set forth in IRS Regulation
Section 1.410(b)-6(d)(2).
[] Employees who are nonresident aliens and who receive no earned
income from the Employer which constitutes income from sources
within the United States ("Nonresident Aliens"). The
determination of who is a Nonresident Alien shall be made taking
into consideration the special rules set forth in IRS Regulation
Section 1.410(b)-6(c).
III. Compensation
Compensation shall mean all of each Participant's:
[] Information required to be reported under sections 6041, 6051 and
6052 of the Code. Wages as defined in section 3401(a) and all
other payments of compensation to the Employee by the Employer (in
the course of the Employer's trade or business) for which the
Employer is required to furnish the Employee a written statement
under sections 6041(d), 6051(a)(3) and 6052 but determined without
regard to any rules that limit the remuneration included in wages
based on the nature or location of the employment or services
performed (such as the exception for agricultural labor in section
3401(a)(2) of the Code).
[] Section 3401(a) wages. Wages as defined in section 3401(a) of the
Code for purposes of income tax withholding at the source but
determined without regard to any rules that limit the remuneration
included in wages based on the nature or location of the
employment or the services performed (such as the exception for
agricultural labor in section 3401(a)(2) of the Code).
[] Section 415 safe-harbor compensation. Wages, salaries, and fees
for professional services and other amounts received (without
regard to whether or not an amount is paid in cash) for personal
services actually rendered in the course of employment with the
Employer to the extent that the amounts are includible in gross
income (including, but not limited to, commissions paid salesmen,
compensation for services on the basis of a percentage of profits,
commissions on insurance premiums, tips, bonuses, fringe benefits,
and reimbursements or expense allowances under a nonaccountable
plan (as described in Section 1.62-2(c)), excluding the following:
(a) Employer contributions to a plan of deferred compensation to
the extent that, before the application of the section 415
limitations to that plan, the contributions are not
includible in the Employee's gross income for the taxable
year in which contributed, or Employer contributions under a
simplified employee pension plan described in section 408(k),
or any distributions from a plan of deferred compensation
regardless of whether such amounts are includible in the
gross income of the Employee;
(b) Amounts realized from the exercise of a nonqualified stock
option, or when restricted stock (or property) held by the
Employee either becomes freely transferable or is no longer
subject to a substantial risk of forfeiture;
(c) Amount realized from the sale, exchange or other disposition
of stock acquired under a qualified stock option; and
(d) Other amounts which receive special tax benefits, such as
premiums for group-term life insurance (but only to the
extent that the premiums are not includible in the gross
income of the Employee), or contributions made by the
Employer (whether or not under a salary reduction agreement)
towards the purchase of any annuity described in section
403(b) of the Code (whether or not the amounts are excludable
from the gross income of the Employee).
Note: Section 415 safe-harbor compensation is determined
without regard to the exclusions from gross income in
sections 931 and 933 of the Code. A similar rule is to be
applied in determining the compensation of Self-Employed
Individuals.
which is actually paid or made available to the Participant
during:
[] The Plan Year.
[] The taxable year ending with or within the Plan Year.
For any Self-Employed Individual covered under the Plan, Compensation
will mean Earned Income.
[] Compensation shall be reduced by all of the following items (even
if includible in gross income): reimbursements or other expense
allowances, fringe benefits (cash and noncash), moving expenses,
deferred compensation and welfare benefits.
[] Compensation shall include any amount which is contributed by the
Employer pursuant to a salary reduction agreement and which is not
includible in the gross income of the Employee under sections 125,
402(e)(3), 402(h)(1)(B) or 403(b) of the Code.
IV. Employer and Employee Contributions
A. Types of Contributions
1. Employer Discretionary Contributions
[] Not provided.
[] An amount fixed by appropriate action of the Employer.
[] ________________% of Compensation of Participants for the
Plan Year (not to exceed 15%).
Employer Discretionary Contributions [] shall; [] shall not
be integrated with Social Security.
a. [] The Permitted Disparity Percentage shall be
_________________%.
b. [] The Permitted Disparity Percentage shall be determined
annually by appropriate action of the Employer.
c. [] The Integration Level shall be:
[] The Taxable Wage Base
[] $__________________ (a dollar amount less than the Taxable
Wage Base).
[] ________________% (not to exceed 100%) of the Taxable Wage
Base.
Note: If a Plan Year has fewer than twelve (12) months and
Compensation is limited to compensation paid during the Plan
Year, the Integration Level shall be prorated in accordance with
IRS Regulation Section 1.401(1)-2(d)(5). The Permitted
Disparity Percentage cannot exceed the lesser of: (i) the rate
at which Employer contributions are allocated to the account of
Employees with respect to the Compensation of Employees at or
below the integration level (expressed as a percentage of
Compensation), or (ii) the greater of 5.7% or the tax rate under
section 3111(a) of the Code attributable to the old age
insurance portion of the Old Age, Survivors and Disability
Income provisions of the Social Security Act (as in effect on
the first day of the Plan Year). If the Integration Level
selected above is other than the Taxable Wage Base ("TWB"), the
5.7% factor in the preceding sentence must be replaced by the
applicable percentage determined from the following table.
If the Integration Level is:
more than but not more than The Applicable Factor is
$0 X* 5.7%
X* 80% of TWB 4.3%
80% of TWB Y** 5.4%
*X = the greater of $10,000 or 20% of TWB
**Y = any amount more than 80% of TWB, but less than 100% of TWB
2. Elective Deferrals:
[] Shall not be permitted
[] Shall be permitted
A Participant may elect to have his or her Compensation reduced by
the following percentage or amount per pay period:
[] An amount not excess of __________________% of Compensation
[cannot exceed the lesser of 15% of Compensation (determined
without regard to the Employer contributions made under this Plan)
or the dollar limitation of section 402(g) of the Code for the
calendar year ($9,240 for 1995, as indexed)].
[] An amount not in excess of $ ________________ of Compensation
[cannot exceed the lesser of 15% of Compensation (determined
without regard to the Employer contributions made under this Plan)
or the dollar limitation of section 402(g) of the Code for the
calendar year ($9,240 for 1995, as indexed)].
A Participant may elect to commence Elective Deferrals the next
pay period following:
________________ (enter date or period -- at least once each
calendar year).
A Participant may modify the amount of Elective Deferrals as of
________________________________ (enter date or period -- at least
once each calendar year).
A Participant [] may; [] may not base Elective Deferrals on cash
bonuses that, at the Participant's election, may be contributed to
the CODA or received by the Participant in cash. Such election
shall be effective as of the next pay period following
_____________________ or as soon as administratively feasible
thereafter.
B. Contributions Not Limited by Net Profits
Indicate whether Employer Discretionary Contributions are to be
limited to Net Profits of the Employer for the taxable year of the
Employer ending with or within the Plan Year. [] Yes [] No
V. Top-Heavy Provisions
A. Top-Heavy Status
[] The provisions of Article V of the Plan shall always apply.
[] The provisions of Article V of the Plan shall only apply in
Plan Years during which the Plan is or becomes Top-Heavy.
B. Indicate whether the determination of Top-Heavy status is to be
determined by comparing the aggregate contributions that have
been made to the SEP on behalf of Key and Non-Key Employees
rather than by comparing the account balances of Key and Non-Key
Employees. [] Yes [] No
C. Minimum Allocations
If a Participant in this Plan who is a Non-Key Employee is
covered under another qualified plan maintained by the Employer,
the minimum Top-Heavy allocation or benefit required under
section 416 of the Code shall be provided to such Non-Key
Employee under:
[] This Plan.
[] The Employer's other qualified defined contribution plan.
[] The Employer's qualified defined benefit plan.
D. Determination of Present Value
If the Employer maintains a defined benefit plan in addition to
this Plan, and such plan fails to specify the interest rate and
mortality table to be used for purposes of establishing present
value to compute the Top-Heavy Ratio, then the following
assumptions shall be used:
Interest Rate: _________________%
Mortality Table: _____________________________
Note: If the Employer maintains or has ever maintained a
defined benefit plan, the Plan may not permit Elective Deferrals
to be made to the Plan.
VI. Notice to Adopting Employers
If Elective Deferrals are permitted, the "Notice to Adopting
Employers" attached hereto is hereby made a part of this Plan.
VII. Employer Representations and Covenants
The Employer hereby represents and covenants that:
a. It is aware of, and agrees to be bound by, the terms of the SEP.
b. It understands that the Sponsor will not furnish legal or tax
advice in connection with the adoption or operation of the SEP
and has consulted legal and tax counsel to the extent necessary.
c. The failure to properly fill out this Adoption Agreement may
result in disqualification of the Plan.
d. It understands that it may not rely upon the opinion letter
received for the SEP by the Sponsor in the event that it
maintains or has ever maintained a defined benefit pension plan.
e. It will provide each Participant with a current copy of the
Adoption Agreement, the Basic Plan Document, the Questions
and Answers attached hereto, and, if Elective Deferrals are permitted
under the SEP, the "Notice to Employees" attached hereto.
f. It will notify each Participant in the SEP in writing of any
Employer Discretionary Contributions or contributions on account of
such Participant's Elective Deferrals made under the SEP to the
Participant's IRA not later than the later of: (i) January 31 of the
year following the Plan Year for which a contribution is made, or
(ii) 30 days after such contribution is made.
g. It will furnish each Participant with a copy of any amendment to
the terms of the SEP and a clear explanation in writing of its effect
within 30 days of the effective date of such amendment.
VIII. Prototype Plan Documents
This Adoption Agreement may be used only in conjunction with the
Dreyfus Prototype Simplified Employee Pension Basic Plan Document,
as amended from time to time. In the event the Sponsor amends the
plan document or this Adoption Agreement or discontinues this type
of plan, it will inform the Employer. The Sponsor, The Dreyfus
Corporation, is available to answer questions regarding the
intended meaning of any SEP provisions, or the adoption of the
Plan at 144 Glenn Curtiss Boulevard, Uniondale, New York
11556-0144 [(800) 358-0910].
IN WITNESS WHEREOF, the Employer has executed this instrument the
______________ day of _______________________, 19_________. If
applicable, the appropriate corporate seal has been affixed and attested
to.
______________________________________________
Name of Business Entity
______________________________________________
Signature (Sole Proprietors only)
By: _________________________________________
Attest: Name and Title (Corporations or Partnerships)
_____________________________________________________
Secretary (Corporations only)
Notice to Adopting Employer
A Simplified Employee Pension Plan ("SEP") is a plan that provides you
with a simplified way to enhance your employee's retirement income. Under
an elective SEP, employees may choose whether to make elective deferrals
to the SEP or to receive the amounts in cash. If elective deferrals are
made, you contribute the amounts deferred by employees directly into an
individual retirement arrangement ("IRA") set up by or on behalf of the
employee with a bank, insurance company, or other qualified financial
institution. The IRA must be one for which the Internal Revenue Service
has issued a favorable opinion letter or a model IRA published by the
Service as Form 5305-Individual Retirement Trust Account or Form
5305-A-Individual Retirement Custodial Account.
The information provided below is intended to assist you in understanding
and administering the elective deferral provisions of your SEP. This
Notice to Adopting Employer is a part of the Dreyfus Prototype Simplified
Employee Pension.
I. Employers Who May Not Use This SEP
This elective SEP may not be used if you are an employer who:
A. Has any leased employees as defined in section 414(n)(2) of the
Code;
B. Maintains or has maintained a defined benefit plan, even if now
terminated;
C. Had more than 25 employees eligible to participate in the SEP at
any time during the prior plan year. (If you are a member of one
of the groups described in section VIII. B. below, you may use
this SEP, provided that in the prior plan year there never were
more than 25 employees eligible to participate in this SEP, in
total, of all the members of such groups, trades, or businesses.
In addition, all eligible employees of all the members of such
groups, trades, or businesses must be eligible to make elective
deferrals to this SEP.)
D. Is a state or local government or a tax-exempt organization.
II. Making the Agreement
This SEP agreement is considered made when:
A. You have completed all blanks on the form; and
B. You have given all eligible employees copies of this SEP
agreement and the "Notice to Employees" and, upon request by
any eligible employee, this "Notice to Adopting Employer." (Any
individual who, in the future, becomes eligible to participate
in this SEP must be given the "Notice to Employees" upon
becoming an eligible employee.)
III.Effective Date
This SEP agreement is effective upon adoption. No elective deferrals
may be made by an employee on the basis of compensation that the
employee received or had a right to receive before adoption of this
agreement and execution by the employee of the deferral election.
IV.Deductibility of Contributions
You may deduct, subject to the otherwise applicable limits, those
contributions made to a SEP. Contributions to the SEP are deductible
for your taxable year with or within which the plan year of the SEP
ends. Contributions made for a particular taxable year and
contributed by the due date of your income tax return, including
extensions, are deemed made in that taxable year.
V. Elective Deferrals
You may permit your employees to make elective deferrals through salary
reduction or on the basis of bonuses that, at the employee's option,
may be contributed to the SEP or received by the employee in cash
during the year.
You are responsible for telling your employees how they may make,
change, or terminate elective deferrals based on either salary
reduction or cash bonuses. You must also provide a form on which they
may make their deferrals. This requirement may be satisfied by use of
the "Model SEP Deferral Form" provided for this purpose at the end of
these instructions. You may instead use a form that sets forth, in a
manner calculated to be understood by the average plan participant, the
information contained in the Model SEP Deferral Form. Remember that no
deferral election may be made with respect to compensation already
received.
VI. SEP Requirements
A. Beginning January 1, 1994, elective deferrals may not be based on
more than $150,000 of compensation, as adjusted in accordance with
section 408(k)(8) of the Code for cost-of-living changes.
Compensation is the employee's total compensation from the
employer (determined without including the SEP-IRA contributions)
and include:
1. Amounts received for personal services actually performed
(see section 1.219-1(c) of the Income Tax Regulations),
and
2. Earned income defined under section 401(c)(2).
B. The maximum limit on the amount of compensation an employee may
elect to defer under a SEP for a year is the lesser of 15% of the
employee's compensation or the limitation under section 402(g) of
the Code, as explained below.
Note: The deferral limit is 15 percent of compensation (less
employer SEP-IRA contributions). Compute this amount using the
following formula: compensation (before subtracting employer
SEP-IRA contributions) x 13.0435%.
C. If you make nonelective contributions to this SEP for a plan year,
or maintain any other SEP or qualified plan to which contributions
are made for such plan year, then contributions to all such SEPs
and qualified plans may not exceed the lesser of $30,000 or 15% of
compensation for any employee. If these limits are exceeded on
behalf of any employee for a particular plan year, that employee's
elective deferrals for that year must be reduced to the extent of
the excess.
D. If you are a new employer who had no employees during the prior
plan year, you will meet the limitation in section 408(k)(6)(B) of
the Code (regarding no more than 25 eligible employees during the
preceding year) if you had 25 or fewer employees throughout the
first 30 days that you were in existence.
VII.Excess Elective Deferrals -- 402(g) Limit
Section 402(g) of the Code limits the maximum amount of compensation an
employee may elect to defer under a SEP (and certain other
arrangements) during the calendar year. This limit, which originally
was $7,000, is indexed according to the cost of living. (The section
402(g) limit for 1995, is $9,240, as indexed.) In addition, the limit
may be increased if the employee makes elective deferrals to a salary
reduction arrangement under section 403(b) of the Code. Amounts
deferred for a year in excess of this limit are considered "excess
elective deferrals" and are subject to the consequences described
below.
The section 402(g) limit applies to the total elective deferrals the
employee makes for the calendar year, from all employers, under the
following arrangements:
A. Elective SEPs under section 408(k)(6) of the Code;
B. Cash or deferred arrangements under section 401(k) of the Code;
and
C. Salary reduction arrangements under section 403(b) of the Code.
Thus, an employee may have excess elective deferrals even if the
amount deferred under this SEP alone does not exceed the section
402(g) limit.
If an employee elects to defer compensation under this SEP and any
other SEP or arrangement has made excess elective deferrals for a
calendar year, he or she must withdraw those excess elective deferrals
by April 15 following the calendar year to which the deferrals relate.
Those excess deferrals not withdrawn by April 15 will be subject to the
IRA contribution limitations of sections 219 and 408 of the Code and
thus may be considered an excess contribution to the employee's IRA.
Such excess elective deferrals therefore may be subject to the six
percent tax on excess contributions under section 4973.
Income on excess elective deferrals is includible in gross income in
the year withdrawn from the IRA and must be withdrawn by April 15
following the calendar year to which the deferrals relate. Income
withdrawn from the IRA after that date may be subject to the ten
percent tax on early distributions under section 72(t) of the Code if
the recipient is not 59 1/2.
VIII.Excess SEP Contributions -- Deferral Percentage Limitation
The amount each of your highly compensated employees may contribute to
this elective deferral SEP is also restricted by the "deferral
percentage limitation." This is a limitation based on the amount of
money deferred, on average, by your non-highly compensated employees.
Deferrals made by a highly compensated employee that exceed this
deferral percentage limitation for a plan year are considered "excess
SEP contributions" and must be removed from the employee's SEP-IRA, as
discussed in more detail below.
The deferral percentage limitation for your highly compensated
employees is computed by first averaging the "deferral percentages" (as
defined below) for each eligible non-highly compensated employee for
the plan year and then multiplying this result by 1.25. The deferral
percentage for a plan year of any highly compensated employee eligible
to participate in this SEP may not be more than the resulting product,
the "deferral percentage limitation."
Only elective deferrals are included in this computation. Nonelective
SEP contributions may not be included. The determination of the
deferral percentage for any employee is to be made in accordance with
section 408(k)(6) of the Code and should satisfy such other
requirements as may be provided by the Secretary of the Treasury.
For purposes of making this computation, the calculation of the number
and identity of highly compensated employees, and their deferral
percentages, is made on the basis of the entire "affiliated employer."
In addition, for purposes of determining the deferral percentage of a
highly compensated employee, the elective deferrals and compensation of
the employee will also include the elective deferrals and compensation
of any "family member." This special rule applies, however, only if
the highly compensated employee is a 5% owner or is one of a group of
the ten most highly compensated employees. The elective deferrals and
compensation of family members used in this special rule do not count
in computing the deferral percentages of individuals who do not fall
into this group.
The following definitions apply for purposes of the deferral percentage
computation:
A. "Deferral percentage" shall mean the ratio (expressed as a
percentage) of an employee's elective deferrals for a year to the
employee's compensation for that year. The deferral percentage of
an employee who is eligible to make an elective deferral, but who
does not make a deferral during the year, is zero.
B. "Affiliated employer" shall mean any corporation that is a member
of a controlled group of corporations (as described in section
414(b) of the Code) that includes the employer; any trade or
business (whether or not incorporated) that is under common
control (as defined in section 414(c)) with the employer; any
organization (whether or not incorporated) which is a member of an
affiliated service group (as defined in section 414(m)) that
includes the employer; and any other entity required to be
aggregated with the employer pursuant to regulations under section
414(o).
C. "Family member" shall mean an individual who is related to a
highly compensated employee as a spouse, or as a lineal ascendant
(such as a parent or grandparent) or descendant (such as a child
or grandchild) or spouse of either of those, in accordance with
section 414(q) of the Code and the regulations thereunder.
D. "Highly compensated individual" shall mean an individual described
in section 414(q) of the Code who, during the current or preceding
year:
1. Was a 5% owner as defined in section 416(i)(1)(B)(i) of the
Code;
2. Received compensation in excess of $50,000, as indexed
according to the cost of living in accordance with section
414(q)(1), and was in the top-paid group (the top 20% of
employees, by compensation);
3. Received compensation in excess of $75,000, as indexed
according to the cost of living in accordance with section
414(q)(1); or
4. Was an officer and received compensation in excess of 50% of
the dollar limit under section 415 of the Code for defined
benefit plans. (No more than three employees need be taken
into account under this rule. At least one officer, the
highest-paid officer if no one else meets this test, however,
must be taken into account.)
IX. Excess SEP Contributions -- Tax Consequences and Notification of
Employees
You are responsible for notifying each affected employee, if any,
within 2 1/2 months following the end of the plan year, of the amount
of excess SEP contributions to that employee's SEP-IRA. Such excess
SEP contributions are includible in the employee's gross income in the
calendar year as of the earliest date that any elective deferrals by
the employee during the plan year would have been received by the
employee had he or she originally elected to receive the amounts in
cash. However, if the excess SEP contributions (not including
allocable income) total less than $100, then the excess contributions
are includible in the employee's gross income in the calendar year of
notification. Income allocable to the excess SEP contributions is
includible in gross income in the year of withdrawal from the IRA.
If you fail to notify any of your affected employees within 2 1/2
months following the end of the plan year of an excess SEP
contribution, you must pay a tax equal to 10% of the excess SEP
contribution. If you fail to notify your employees by the end of the
plan year following the plan year in which the excess SEP contributions
arose, the SEP no longer will be considered to meet the requirements of
section 408(k)(6) of the Code. If the SEP no longer meets the
requirements of section 408(k)(6), then any contribution to an
employee's IRA will be subject to the IRA contribution limitations of
sections 219 and 408 and thus may be considered an excess contribution
to the employee's IRA.
Your notification to each affected employee of the excess SEP
contributions must specifically state in a manner calculated to be
understood by the average employee:
A. The amount of the excess SEP contributions attributable to that
employee's elective deferrals;
B. That the excess SEP contributions are includible in the employee's
gross income for the calendar year or years in which the amounts
deferred would have been received by the employee in cash had he
or she not made an election to defer and that the income allocable
to such excess SEP contributions is includible in the year
withdrawn from SEP-IRA; and
C. That the employee must withdraw the excess SEP contributions (and
allocable income) from the SEP-IRA by April 15 following the
calendar year of notification by the employer. Those excess
contributions not withdrawn by April 15 following the year of
notification will be subject to the IRA contribution limitations
of sections 219 and 408 of the Code for the preceding calendar
year and thus may be considered an excess contribution to the
employee's IRA. Such excess contributions may be subject to the
six percent tax on excess contributions under section 4973. If
income allocable to an excess SEP contribution is not withdrawn by
April 15 following the calendar year of notification by the
employer, the income may be subject to the ten percent tax on
early distributions under section 72(t) when withdrawn.
For information on reporting excess SEP contributions, see Notice
87-77, 1987-2 C.B. 385, and Notice 88-33, 1988-1 C.B. 513, as modified
by Notice 89-32, 1989-1 C.B. 671.
X. Failure to Satisfy the 50% Test
If you discover, as of the end of any plan year, that more than half of
your eligible employees have chosen not to make elective deferrals for
that year, then all elective deferrals made by your employees for that
plan year shall be considered "disallowed deferrals," i.e., IRA
contributions that are not SEP-IRA contributions.
You must notify each affected employee, within 2 1/2 months following
the end of the plan year to which the disallowed deferrals relate, that
his or her deferrals are no longer considered SEP-IRA contributions.
Such disallowed deferrals are includible in the employee's gross income
in the calendar year as of the earliest date that any elective
deferrals by the employee during the plan year would have been received
by the employee had he or she originally elected to receive the amounts
in cash. Income allocable to the disallowed deferrals is includible in
the employee's gross income in the year of withdrawal from the IRA.
Your notification to each affected employee of the disallowed deferrals
must specifically state in a manner calculated to be understood by the
average employee:
A. The amount of the disallowed deferrals:
B. The calendar year in which the disallowed deferrals are includible
in gross income; and
C. That the employee must withdraw the disallowed deferrals ( and
allocable income) from the SEP-IRA by April 15 following the
calendar year of notification by the employer. Those disallowed
deferrals not withdrawn by April 15 following the year of
notification will be subject to the IRA contribution limitations
of sections 219 and 408 of the Code and thus may be considered an
excess contribution to the employee's IRA. These disallowed
deferrals thus may be subject to the six percent tax on excess
contributions under section 4973. If income allocable to a
disallowed deferral is not withdrawn by April 15 following the
calendar year of notification by the employer, the income may be
subject to the ten percent tax on early distributions under
section 72(t) when withdrawn.
Disallowed deferrals should be reported in the same manner as are
excess SEP contributions.
XI.Restrictions on Withdrawal
Your employees may not withdraw or transfer from their SEP-IRA any SEP
contributions (or income on these contributions) attributable to
elective deferrals made during a particular plan year until 2 1/2
months after the end of that plan year. If you choose to do so before
this 2 1/2 month period has expired, however, you may notify your
employees when the deferral percentage limitation test has been
completed for a particular plan year and that this withdrawal
restriction is thus no longer applicable. In general, any transfer or
distribution made before expiration of the applicable 2 1/2 month
period (or notification, if sooner) will be includible in the
employee's gross income and may also be subject to a ten percent
penalty tax for early withdrawal. This restriction does not apply to
an employee's excess elective deferrals.
XII.For More Information
To obtain more information concerning the rules governing this SEP,
please contact The Dreyfus Corporation at 144 Glenn Curtiss Boulevard,
Uniondale, NY 11556-0144 [(800) 358-0910].
IF YOU ARE ESTABLISHING A SEP, A SAR-SEP, OR A SEP/SAR-SEP, THIS MUST
BE DISTRIBUTED TO EMPLOYEES. THESE QUESTIONS AND ANSWERS MUST BE
PROVIDED TO ALL EMPLOYEES WHEN YOU ADOPT YOUR SEP OR, IF LATER, AT THE
TIME THEY ARE EMPLOYED.
Questions and Answers
A Simplified Employee Pension, or SEP, is an arrangement through which
employers can make contributions toward their employees' retirement
income without becoming involved in more complex retirement plans.
Under a SEP an employer makes contributions directly to each employee's
Individual Retirement Account or Annuity (IRA). The IRA to which the
employer contributes is referred to as a SEP-IRA.
An employer who signs a SEP agreement is not statutorily required to
make any contribution to the SEP-IRAs of eligible employees. However,
if any contribution is made, the contribution may not discriminate in
favor of officers, shareholders, or highly compensated employees.
The participation requirements that the employer may impose cannot be
more restrictive than the law provides, but can be less restrictive.
The law provides that all employees who are at least 21 years old and
have worked for the employer for some period of time (however short) in
any three of the immediately preceding five calendar years, are
eligible to receive SEP contributions. Certain nonresident aliens, and
certain union employees who have already negotiated with respect to
retirement benefits, may be excluded from participation. Employees who
earn less than $300 (adjusted for the cost of living) may also be
excluded.
This information and the following "Questions and Answers" should
provide a basic understanding of what a SEP is and how it works. If
your employer's SEP permits you to make elective deferral
contributions, you should read these Questions and Answers in
conjunction with the "Notice to Employees" which will be provided to
you. An employee who has unresolved questions concerning SEPs should
call the Federal tax information number, or the toll free number shown
in the white pages of the local telephone directory.
1. Q. Who controls my SEP-IRA?
A. You own and control your SEP-IRA. You may invest your SEP-IRA
assets in such manner as is permitted by applicable law and the
terms of your SEP-IRA. Your employer sends SEP contributions to
the financial institution in which your IRA is maintained, but SEP
contributions become your property when they are deposited in your
IRA. However, you may incur a tax penalty if you withdraw funds
from your IRA earlier than allowed by law without penalty. See
Question 7.
2. Q. Must my employer contribute to my IRA under the SEP?
A. There is no statutory requirement that an employer make or
maintain a particular level of contributions and it is possible
for the contributions to be discretionary. Therefore, whether or
not your employer must make a SEP contribution depends on the SEP
contribution agreement your employer adopts. However, if a
contribution is made under the SEP, it must be allocated to all
eligible employees according to the SEP agreement.
3. Q. May I also contribute to an IRA if my employer has signed a SEP
Agreement?
A. You may be entitled to make regular IRA contributions to the
SEP-IRA to which your employer contributes. In addition to
belonging to the SEP-IRA Plan, you as an employee can open a
regular IRA and contribute up to the limit -- $2000 or 100% of
compensation, whichever is less. These contributions will be
subject to the regular IRA deduction rules.
4. Q. Can SEP contributions be deposited in any IRA?
A. No. Under your employer's SEP, contributions must be deposited
into a Dreyfus Individual Retirement Account (a prototype IRA upon
which a favorable opinion letter has been issued by the Internal
Revenue Service). Other IRAs may provide different rates of
return and may have different terms concerning, among other
things, transfers and withdrawals.
5. Q. What happens if I don't want a SEP-IRA?
A. Your employer may require that you become a participant in such an
arrangement as a condition of employment. However, if the
employer does not require all eligible employees to become
participants and an eligible employee elects not to participate,
all other employees of the same employer are prohibited from
entering into a SEP-IRA arrangement with that employer.
6. Q. Can I move funds from my SEP-IRA to another ta-sheltered IRA?
A. You may find it to your advantage to move contributions made to
your SEP-IRA to another IRA. Other IRAs may provide different
rates of return, or may have different or more beneficial terms
(such as favorable transfers and withdrawal provisions).
Depending on the contractual terms of the IRA to which you
employer contributes, you may be able to move your funds to
another IRA. Even if contractually permitted, for tax purposes
there are only two permissible ways for you to move funds from the
SEP-IRA to another IRA. First, it is permissible for you to
withdraw or receive funds from your SEP-IRA, and no more than 60
days later, place such funds in another IRA or SEP-IRA. This is
called a "rollover" and may not be done more frequently than at
one year intervals without penalty. Second, you can make a
transfer of funds between trustees. There are no restrictions on
the number of times you may make "transfers" if you arrange to
have such funds transferred between the trustees, so that you
never have possession.
7. Q. What happens if I withdraw my employer's SEP contribution from my
IRA?
A. If you don't want to leave the employer's SEP contribution in your
IRA you may withdraw it at any time, but any amount withdrawn (and
not rolled over) is includible in your income. Also, if
withdrawals occur before you reach age 59 1/2, and are not on
account of death, disability, or a current year excess
contribution, you may be subject to the imposition of an extra
penalty tax.
8. Q. May I participate in a SEP even though I'm covered by another
plan?
A. Yes. You can participate in a SEP (other than a model SEP) even
though you participate in another plan of the same employer.
However, the combined contribution limits are subject to certain
limitations described in section 415 of the Internal Revenue Code.
Also, if you work for several employers, you may be covered by the
SEP of one employer and a pension or profit-sharing plan of
another employer.
9. Q. What is the maximum amount that may be contributed to my SEP-IRA
by employer?
A. Your employer contributions to your SEP-IRA may not exceed the
lesser of:
(a) 15% of your compensation (determined without regard to any
contributions made to your SEP-IRA); and
(b) $22,500.
If your employer's SEP is integrated with Social Security and you
are a highly compensated employee, the $22,500 figure is reduced
by the amount of contributions made on your behalf based on
compensation over the integration level. Any elective deferral
contributions you may make to the plan are considered employer
contributions for purposes of this limitation.
10. Q. What happens if too much is contributed to my SEP-IRA in any one
year?
A. If the contributions by your employer to your SEP-IRA exceed the
lesser of 15% of your compensation or $22,500, the excess amount
will be included in your income and treated as a contribution by
you to your IRA subject to the IRA contribution limitations of
sections 219 and 408 of the Code. As a result, you likely will
have excess contributions made to your IRA for the taxable year,
subject to the 6% excise tax set forth in section 4973 of the
Code. You may avoid the 6% excise tax by withdrawing the excess
contribution, and any allocable income, by April 15 following the
year to which the deferrals relate
11. Q. Do I need to file any additional forms with IR because I
participate in a SEP?
A. No.
12. Q. Are the contributions my employer makes subject to Social Security
tax?
A. No. Your employer's contributions are not included as income on
the W-2, and are not considered wages for the purpose of
determining Social Security taxes.
13. Q. Is my employer required to provide me with information about
SEP-IRA and the SEP agreement?
A. Yes. In addition to the SEP Disclosure Information contained in
this document, your employer or plan administrator must provide
you with the following information:
(a) At the time you become eligible to participate in the SEP your
employer or plan administrator must inform you in writing that a
SEP agreement has been adopted and state which employees may
participate, how employer contributions are allocated, and who can
provide you with additional information.
(b) Your employer or plan administrator must inform you in writing
of all employer contributions to your SEP-IRA (this information
must be supplied by January 31st of the year following the year
the contribution is made or 30 days after the contribution is
made, whichever is later).
(c) If your employer amends the SEP, or replaces it with another
SEP, the employer or plan administrator must furnish a copy of the
amendment or new SEP (with a clear written explanation of its
terms and effects) to each participant within 30 days of the date
the SEP or amendment becomes effective.
(d) If your employer selects or recommends the IRAs into which the
SEP contribution will be deposited (or substantially influences
you or other employees to choose them) your employer or plan
administrator must ensure that a clear written explanation of the
terms of those IRAs is provided at the time each employee becomes
eligible to participate. The explanation must include information
about the terms of those IRAs, such as rates of return, and any
restrictions on a participant's ability to roll over, transfer, or
withdraw funds from the IRAs (including restrictions that allow
rollovers or withdrawal but reduce earnings of the IRAs or impose
other penalties).
(e) If your employer selects, recommends, or substantially
influences you to choose a specific IRA and the IRA prohibits the
withdrawal of funds, your employer or plan administrator may be
required to provide you with additional information. Regulations
promulgated by the Department of Labor under Title I of ERISA
should be consulted in this regard.
14. Q. Is the financial institution where I establish my IRA also
required to provide me with information?
A. Yes. It must provide you with a disclosure statement which
contains the following items of information in plain,
nontechnical language:
(a) the statutory requirements which relate to your IRA;
(b) the tax consequences which follow the exercise of various
options and what those options are:
(c) participation eligibility rules, and rules on deductions for
retirement savings;
(d) the circumstances and procedures under which you may revoke
your IRA, including the name, address, and telephone number
of the person designated to receive your notice of revocation
(this explanation must be prominently displayed at the
beginning of the disclosure statement);
(e) explanations of when penalties may be assessed against you
because of specified prohibited or penalized activities
concerning your IRA; and
(f) financial disclosure information which:
(1) either projects value growth rates of your IRA under
various contribution and retirement schedules, or
describes the method of computing and allocating annual
earnings and charges which may be assessed;
(2) describes whether, and for what period, the growth
projections for the plan are guaranteed, or a statement
of the earnings rate and terms on which the projection
is based;
(3) stipulates the sales commission to be charged in each
year expressed as a percentage of $1,000.00; and
(4) shows the proportional amount of any nondeductible life
insurance which may be a feature of your IRA.
See Publication 590 available at any IRS office, for a more complete
explanation of the disclosure requirements. In addition to this
disclosure statement, the financial institution is required to provide
you with a financial statement each year. It may be necessary to
retain and refer to statements for more than one year in order to
evaluate the investment performance of the IRA.
15. Q. Can SEP contributions be reduced by employer contributions to
Social Security?
A. Although employer contributions under the SEP agreement must bear
a uniform relationship to employee's compensation, your employer
is entitled to offset or reduce its contribution by certain
amounts already paid by your employer on your account as social
security taxes. This reduction may substantially reduce the
allocation you would otherwise receive. This is called
"integration" with social security, and is permissible only if
statutory requirements are satisfied. If your employer chooses to
integrate with social security, the SEP allocation information
your employer provides you must clearly show the integration
formula.
IF YOU ARE ESTABLISHING A SAR-SEP OR A SEP/SAR-SEP, THIS MUST BE
DISTRIBUTED TO EMPLOYEES. IF YOUR SEP PERMITS EMPLOYEES TO MAKE ELECTIVE
DEFERRALS, THIS NOTICE MUST BE PROVIDED TO ALL EMPLOYEES WHO ARE ELIGIBLE
TO PARTICIPATE IN THE SEP AND TO ALL EMPLOYEES WHO, IN THE FUTURE, BECOME
ELIGIBLE TO PARTICIPATE IN THE SEP.
Notice to Employees
The following information explains what a simplified employee pension plan
("SEP") is, how contributions are made, and how to treat these
contributions for tax purposes. For more specific information, refer to
the SEP agreement itself and the accompanying "Notice to Adopting
Employer."
I. Simplified Employee Pension -- Defined
A SEP is a retirement income arrangement. In this "elective" SEP,
you may choose to defer compensation to your own Individual
Retirement Account or Annuity ("IRA"). You may base these
"elective deferrals" either on a salary reduction arrangement or on
bonuses that, at your election, may be contributed to an IRA or
received in cash. This type of elective SEP is available only to
an employer with 25 or fewer eligible employees.
Your employer must provide you with a copy of the SEP agreement
containing eligibility requirements and a description of the basis
upon which contributions may be made.
All amounts contributed to your IRA belong to you, even after you
quit working for your employer.
II. Elective Deferrals -- May Be Disallowed
You are not required to make elective deferrals to this SEP-IRA.
However, if more than half of your employer's eligible employees
choose not to make elective deferrals in a particular year, then no
employee may participate in your employer's elective SEP for that
year. If you make elective deferrals during a year in which this
happens, then your deferrals for that year will be "disallowed,"
and the deferrals will be considered ordinary IRA contributions
(which may be excess IRA contributions) rather than SEP-IRA
contributions.
"Disallowed deferrals" and allocable income may be withdrawn,
without penalty, until April 15 following the calendar year in
which you are notified of the "disallowed deferrals." Amounts left
in the IRA after that date will be subject to the same penalties
discussed in Section VII below applicable to excess SEP
contributions.
III. Elective Deferrals -- Annual Limitation
The maximum amount that you may defer to this SEP for any calendar
year is limited to the lesser of fifteen percent of compensation
(determined without including the SEP-IRA contribution) or a dollar
limit under section 402(g) of the Internal Revenue Code that
originally was $7,000 (and is now subject to cost-of-living
increases).
The fifteen percent limit may be reduced if your employer also
maintains a SEP to which nonelective contributions are made for a
plan year, or any qualified plan to which contributions are made
for such plan year. In that case, total contributions on your
behalf to all such SEPs and qualified plans may not exceed the
lesser of $22,500 or fifteen percent of your compensation. If
these limits are exceeded, the amount you may elect to contribute
to this SEP for the year will be correspondingly reduced.
The dollar limit under section 402(g) of the Code is an overall
limit on the maximum amount that you may defer in each calendar
year to all elective SEPs and cash or deferred arrangements under
section 401(k) of the Code, regardless of how many employers you
may have worked for during the year.
The section 402(g) limit is indexed according to the cost of
living. In addition, the section 402(g) limit may be increased to
$9,500 if you make salary reduction contributions under a section
403(b) tax-sheltered annuity arrangement.
If you are a highly compensated employee, there may be a further
limit on the amount that you may contribute to a SEP-IRA for a
particular year. This limit is calculated by your employer and is
known as the "deferral percentage limitation." This deferral
percentage limitation is based on a mathematical formula that
limits the percentage of pay that highly compensated employees may
elect to defer to a SEP-IRA. As discussed below, your employer
will notify each highly compensated employee who has exceeded the
deferral percentage limitation.
IV. Elective Deferrals -- Tax Treatment
The amount that you may elect to contribute to your SEP-IRA is
excludable from gross income, subject to the limitations discussed
above, and is not includible as taxable wages on Form W-2.
However, these amounts are subject to FICA taxes.
V. Additional Top-Heavy Contributions
If you are not a "key employee," your employer must make an
additional contribution to your SEP-IRA for a year in which the SEP
is considered "top-heavy." (Your employer will be able to tell you
whether you are a key employee.) This additional contribution will
not exceed three percent of your compensation. It may be less if
your employer has already made a contribution to your account, and
for certain other reasons.
VI. Elective Deferrals -- Excess Amounts Contributed
There are three different situations in which impermissible excess
amounts arise under the SEP-IRA.
The first way is when "excess elective deferrals" (i.e., amounts in
excess of the section 402(g) limit) are made. You are responsible
for calculating whether you have exceeded the section 402(g) limit
in the calendar year. For 1995, the section 402(g) limit for
contributions made to an elective SEP is $9,240, as indexed.
The second way is when "excess SEP contributions" (i.e., amounts in
excess of the deferral percentage limitation referred to above) are
made by highly compensated employees. The employer is responsible
for determining whether such an employee has made excess
contributions.
The third way is when more than half of an employer's eligible
employees choose not to make elective deferrals for a plan year.
In that case, any elective deferrals made by any employees for that
year are considered "disallowed deferrals" as discussed above.
Your employer is also responsible for determining whether deferrals
must be disallowed on this basis.
Excess elective deferrals are calculated on the basis of the
calendar year. Excess SEP contributions and disallowed deferrals,
however, are calculated on the basis of the SEP plan year, which
may or may not be a calendar year.
VII. Excess Elective Deferrals -- How To Avoid Adverse Tax Consequences
Excess elective deferrals are includible in your gross income in
the calendar year of deferral. Income on the excess elective
deferrals is includible in the year of withdrawal from the IRA.
You should withdraw excess elective deferrals under this SEP, and
any allocable income, from your SEP-IRA by April 15 following the
year to which the deferrals relate. These amounts may not be
transferred or rolled over tax-free to another SEP-IRA.
If you fail to withdraw excess elective deferrals, and any
allocable income, by April 15, the excess elective deferrals will
be subject to the IRA contribution limitations of sections 219 and
408 of the Code and thus may be considered an excess contribution
to your IRA. Such excess deferrals may be subject to a six percent
excise tax for each year they remain in the SEP-IRA.
Income on excess elective deferrals is includible in your gross
income in the year you withdraw it from your IRA and must be
withdrawn by April 15 following the calendar year to which the
deferrals relate. Income withdrawn from the IRA after that date
may be subject to a ten percent tax on early distributions if you
are not 59 1/2.
If you have both excess elective deferrals and excess SEP
contributions (as described below), the amount of excess elective
deferrals that you withdraw by April 15 will reduce any excess SEP
contributions that must be withdrawn for the corresponding plan
year.
VIII. Excess SEP Contributions -- How To Avoid Adverse Tax Consequences
If you are a "highly compensated employee," your employer is
responsible for notifying you if you have made any excess SEP
contributions for a particular plan year. This notification should
tell you the amount of the excess SEP contributions, the calendar
year in which you must include these contributions in income, and
that the contributions may be subject to penalties if you do not
withdraw them from your IRA within the applicable time period.
Your employer should notify you of the excess SEP contributions
within 2 1/2 months of the end of the plan year. Generally you
must include the excess SEP contributions in income for the
calendar year in which the original deferrals were made. This may
require you to file an amended individual income tax return.
However, an excess SEP contribution of less than $100 (not
including earnings) is includible in the calendar year of
notification. Income on these excess contributions is includible
in your gross income when you withdraw it from your IRA.
You are responsible for withdrawing these excess SEP contributions
(and earnings) from your IRA. You may withdraw these amounts,
without penalty, until April 15 following the calendar year in
which you were notified by your employer of the excess SEP
contributions.
If you fail to withdraw the excess SEP contributions by April 15
following the calendar year of notification, the excess SEP
contributions will be subject to the IRA contribution limitations
of sections 219 and 408 of the Code and thus may be considered an
excess contribution to your IRA. Thus, such excess SEP
contributions may be subject to a six percent excise tax each year
they remain in your IRA.
If you do not withdraw the income on these excess SEP contributions
by April 15 following the calendar year of notification by your
employer, the income may be subject to a ten percent tax on early
distributions if you are not 59 1/2 when you withdraw it.
IX. Income Allocable to Excess Amounts
The rules for determining and allocating income to excess elective
deferrals, excess SEP contributions, and disallowed deferrals are
the same as those governing regular IRA contributions. The trustee
or custodian of your SEP-IRA will inform you of the income
allocable to excess amounts.
X. Availability of IRA Contribution Deduction to SEP Participants
In addition to any SEP amounts, you may contribute the lesser of
$2,000 or 100% of compensation to an IRA. However, the amount that
you may deduct is subject to various limitations. See Publication
590, "Individual Retirement Arrangements," for more specific
information.
XI. SEP-IRA Amounts -- Rollover or Transfer to Another IRA
You may not withdraw or transfer from your SEP-IRA any SEP
contributions (or income on these contributions) attributable to
elective deferrals made during the plan year until 2 1/2 months
after the end of the plan year or, if sooner, when your employer
notifies you that the deferral percentage limitation test
(described above) has been completed for that year. In general,
any transfer or distribution made before this time will be
includible in your gross income and may also be subject to a ten
percent penalty tax for early withdrawal. You may, however, remove
excess elective deferrals from your SEP-IRA before this time, but
you may not roll over or transfer these amounts to another IRA.
After the restriction described in the preceding paragraph no
longer applies, and with respect to contributions for a previous
plan year, you may withdraw, or receive, funds from your SEP-IRA,
and no more than 60 days later, place such funds in another IRA or
SEP-IRA. This is called a "rollover" and may not be done without
penalty more frequently than at one-year intervals. However, there
are no restrictions on the number of times that you may make
"transfers" if you arrange to have such funds transferred between
the trustees so that you never have possession of the funds.
You may not, however, roll over or transfer excess elective
deferrals, excess SEP contributions, or disallowed deferrals from
your SEP-IRA to another IRA. These excess amounts may be reduced
only by a distribution to you.
XII. Filing Requirements
You do not need to file any additional forms with the IRS because
of participation in the SEP.
XIII. Employer To Provide Information on SEP-IRAs and the SEP Agreement
Your employer must provide you with a copy of the executed SEP
agreement, this Notice to Employees, the form you should use to
defer amounts to the SEP, the notice of excess SEP contributions or
disallowed deferrals (if applicable) and a statement for each
taxable year showing any contribution to your SEP-IRA. Your
employer must also notify you, if you are a highly compensated
employee, when the deferral percentage limitation test ha been
completed for a plan year.
XIV. Financial Institution Where IRA Is Established To Provide
Information
The financial institution must provide you with a disclosure
statement that contains the following items of information in plain
nontechnical language:
1. The statutory requirements that relate to the IRA;
2. The tax consequences that follow the exercise of various options
and what those options are;
3. Participation eligibility rules, and rules on the deductibility
and nondeductibility of retirement savings;
4. The circumstances and procedures under which you may revoke the
IRA, including the name, address, and telephone number of the
person designated to receive notice of revocation (this
explanation must be prominently displayed at the beginning of
the disclosure statement);
5. Explanations of when penalties may be assessed against you
because of specified prohibited or penalized activities
concerning the IRA; and
6. Financial disclosure information which:
(a) Either projects value growth rates of the IRA under various
contribution and retirement schedules, or describes the
method of computing and allocating annual earnings and
charges which may be assessed;
(b) Describes whether, and for what period, the growth
projections for the plan are guaranteed, or a statement of
earnings rate and terms on which these projections are
based; and
(c) States the sales commission to be charged in each year
expressed as a percentage of $1,000.
See Publication 590, "Individual Retirement Arrangements,"
which is available at most IRS offices, for a more complete
explanation of the disclosure requirements.
In addition to the disclosure statement, the financial institution
is required to provide you with a financial statement each year.
It may be necessary to retain and refer to statements for more than
one year in order to evaluate the investment performance of your
IRA and in order that you will know how to report IRA distributions
for tax purposes.
Individual
Retirement
Custodial
Account
Agreement
IRS Approval Serial Number D110849b
By signing the Application, you establish an Individual Retirement
Custodial Account sponsored by The Dreyfus Corporation ("we" or "us") and
The Dreyfus Trust Company (the "Custodian"), by countersigning the
Application, accepts the Custodianship upon the following conditions. You
intend this account ("Account") be administered and this Agreement be
interpreted to qualify at all times as an Individual Retirement Account
("IRA") under section 408 of the Internal Revenue Code of 1986, as amended
(the "Code"). The Account is established for the exclusive benefit of you
and your designated beneficiary ("Beneficiary"), and solely for the
purpose stated in this Agreement. Your interest in the Account shall at
all times be nonforfeitable.
(1) Contributions.
(a) Except for rollover contributions described in sections
402(c), 403(a)(4), 403(b)(8), or 408(d)(3) of the Code, you
may contribute for any tax year to the Account the lesser of
$2,000 or 100% of your compensation. Rollover contributions
may be in cash or in property acceptable to the Custodian. All
other contributions must be in cash. Employer contributions to
a SEP-IRA may not exceed the lesser of 15% of your
compensation or $30,000. Contributions must be made no later
than the due date for filing your income tax return (excluding
extensions).
(b) Excess contributions shall be distributed to you upon receipt
of a written request. If a distribution of an excess
contribution is to be made on or before the due date of your
tax return (including extensions), it shall include the net
income attributable to such excess contribution. "Excess
Contribution" means the excess of (i) the amount contributed
for the tax year (other than a rollover contribution) over
(ii) the amount allowable as a contribution.
(c) Contributions shall be in accordance with this Agreement, but
the Custodian will have no obligation to verify the
allowability or amount of contributions and may rely solely on
your representations with respect thereto.
(2) Distributions.
(a) If you are totally disabled or have reached age 59 1/2, you
may make withdrawals from the Account. Withdrawals prior to
such time will be subject to a penalty tax of 10% of the
amount withdrawn which is includible in your gross income,
over and above the regular income tax. A withdrawal from a
time deposit before maturity may result in other penalties as
required or permitted by law. In connection with making any
distributions, the Custodian may rely solely on the accuracy
of all facts you supply at any time, including a Beneficiary
designation described in paragraph 2(e).
(b) "Total Disability" is the inability to engage in any
substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be
expected to result in death or to be of long, continued and
indefinite duration, as certified to the Custodian by a
physician.
(c) Distributions will begin when you provide the Custodian with
written instructions, in a form acceptable to it, as to the
method and reason (if it is to be made before reaching age 59
1/2) for the distribution; but in all events, distribution of
your entire interest shall be made or commence in cash or in
kind (at your option), by April 1st following the year in
which you reach age 70 1/2 (this is your required beginning
date). For each succeeding year, a distribution must be made
on or before December 31st. By your required beginning date,
you may elect, in a form and at such time as may be acceptable
to the Custodian, to have the balance in the Account
distributed:
(i) in a single sum payment;
(ii) in equal or substantially equal monthly, quarterly or
annual payments over a specified period that may not be
longer than your life expectancy or the joint life and
last survivor expectancy of you and your Beneficiary; or
(iii) by the purchase and prompt distribution of an immediate
annuity policy from an insurance company that
provides for equal or substantially equal payments for
your life, or for the joint lives of you and your
Beneficiary.
You may also elect, in a form and at such time as may be
acceptable to the Custodian, to have only a part of the
balance in the Account distributed to you. If a
distribution option is not selected by the time
distribution must begin, distribution will be made under
option (ii) based on your life expectancy only, without
recalculation, and distribution will be made on an annual
basis. Even though distributions have commenced, you may
receive a distribution of the balance in the Account (or
any portion) at any time upon written notice to the
Custodian. The amount to be distributed each year,
beginning with the first calendar year for which
distributions are required and then for each succeeding
calendar year, shall not be less than the quotient
obtained by dividing your entire interest by the lesser
of (1) the applicable life expectancy or (2) if your
spouse is not your designated Beneficiary, the applicable
divisor determined from the table set forth in Q&A-4 or
Q&A-5, as applicable, of section 1.401(a) (9)-2 or the
Proposed Income Tax Regulations. Distributions after your
death shall be distributed using the applicable life
expectancy as the relevant divisor without regard to
proposed regulations section 1.401(a) (9)-2. Life
expectancy and joint life and last survivor expectancy
are computed by use of the return multiples contained in
section 1.72-9 of the Federal Income Tax Regulations.
Unless otherwise elected by you prior to the commencement
of distributions pursuant to this paragraph (2)(c), your
life expectancy and that of your spouse will not be
recalculated for purposes of this paragraph (2)(c). An
election to recalculate shall be irrevocable and shall
apply to all subsequent years. The life expectancy of a
non-spouse Beneficiary may not be recalculated. Instead,
life expectancy will be calculated using the attained age
of such Beneficiary during the calendar year in which the
individual attains age 70 1/2, and payments for
subsequent years shall be calculated based on such life
expectancy reduced by one for each calendar year which
has elapsed since the calendar year life expectancy was
first calculated.
(d) If your death occurs after your required beginning date, then,
upon your death, te balance in the Account shall be
distributed at least as rapidly as under the method of
distribution before your death. After your death, the
Beneficiary shall provide the Custodian with written
instructions, in a form acceptable to the Custodian, regarding
the method of distribution. If your death occurs before your
required beginning date, your entire Account balance must be
distributed as you have elected or, if you have not so
elected, as elected by your Beneficiary, as follows: (i) by
December 31st of the year containing the fifth anniversary of
your death, or (ii) in equal or substantially equal payments
over a period certain not to exceed your Beneficiary's life
expectancy starting by December 31st of the year following the
year of your death. If the Beneficiary is your surviving
spouse, however, distribution may be made over a period
certain not to exceed the life expectancy of your surviving
spouse and need not commence until December 31st of the year
in which you would have reached age 70 1/2 had you lived.
After your death, if your surviving spouse dies before
distributions begin, the five-year rule shall be applied as if
the surviving spouse were you. A surviving spouse Beneficiary
has the right to elect to treat the IRA as his or her own,
subject to the normal IRA distribution rules. This election
will be deemed to have been made if such surviving spouse
makes a regular IRA contribution to the Account, makes a
rollover to or from such Account, or fails to elect one of the
options set forth in this paragraph (2)(d). Only a surviving
spouse Beneficiary may make additional cash or rollover
contributions to the Account. For purposes of the above,
payments will be calculated by use of the tables described in
paragraph 2)(c) above. Unless otherwise elected by a surviving
spouse Beneficiary when you die before your required beginning
date, the life expectancy of your surviving spouse Beneficiary
will not be recalculated for purposes of this paragraph
(2)(d). An election to recalculate shall be irrevocable and
shall apply to all subsequent years. In the case of any other
designated Beneficiary, life expectancies shall be calculated
using the attained age of such Beneficiary during the calendar
year in which distributions are required to begin pursuant to
this section, and payments for any subsequent calendar year
shall be calculated based on such life expectancy reduced by
one for each calendar year which has elapsed since the
calendar year life expectancy was first calculated.
Distributions under this section are considered to have begun
if the distributions are made on account of your reaching your
required beginning date. If you receive distributions prior to
the required beginning date and die, distributions will not be
considered to have begun.
(e) You may designate or change a Beneficiary who is to receive
your Account. To be effective, such designation or change must
be in writing and must be received by the Custodian prior to
your death. Absent such designation, any undistributed
interest of yours shall be paid to the legal representative of
your estate.
(f) You may satisfy the minimum distribution requirements under
sections 408(a)(6) and 408(b)(3) of the Code by receiving a
distribution from one IRA (such as this IRA or another IRA)
that is equal to the amount required to satisfy the minimum
distribution requirements for two or more IRAs. For this
purpose, the owner of two or more IRAs may use the
"alternative method" described in Notice 88-38, 1988-1 C.B.
524, to satisfy the minimum distribution requirements
described above.
(g) Notwithstanding any provisions of this Agreement to the
contrary, the distribution of your interest shall be made in
accordance with the minimum distribution requirements of
section 408(a)(6) or section 408(b)(3) of the Code and the
regulations thereunder, including the incidental death benefit
provisions of section 1.401(a)(9)-2 of the proposed
regulations, all of which are herein incorporated by
reference.
(3) Investments. Contributions to your Account shall be applied to the
investments described below ("Investments") which you select. No
part of the Account shall be invested in life insurance contracts,
or in collectibles as defined in section 408(m) of the Code, nor
may the assets of the Account be commingled with other property
except in a common trust fund or common investment fund (within the
meaning of section 408(a)(5) of the Code).
(a) Shares of ownership in an investment company registered under
the Investment Company Act of 1940, as amended, which are
managed, advised, sub-advised or administered by us or any of
our affiliates, or shares in any other investment company as
may from time to time be offered by us, which the Custodian
has agreed with us in writing to hold in the Account ("Fund
Shares").
(b) Other investments as allowed by law, offered by us and which
the Custodian has agreed with us in writing to hold in the
Account.
(c) All dividends and capital gains distributions received on the
Fund Shares (whether or not there is an election to receive
them in other property) shall be reinvested in accordance with
the respective Fund's current Prospectus in such Shares and
credited to such Account. The Custodian shall furnish you with
statements of the Account at least once a calendar year which
shall be deemed to be the sole accounting by the Custodian
necessary under this Agreement. If within one hundred and
eighty (180) days of the mailing of such accounting you do not
deliver a written objection or exception to any specific item
set forth therein, such accounting shall be deemed to be
settled and approved and the Custodian shall be released and
discharged with respect to all matters set forth therein. The
Custodian, upon receipt of your written instructions or those
of your duly authorized investment advisor, may exchange Fund
Shares for any other Fund Shares or Investments subject to and
in accordance with the terms and conditions of the exchange
privilege, including the telephone exchange privilege, as
outlined in the current Fund Prospectuses. The ability to
exchange Fund Shares for other Fund Shares or Investments
shall be subject to the prior written agreement of the
Custodian and us. A telephone exchange may not be made from an
Investment in a time deposit account unless we have otherwise
agreed in writing with the Custodian. If you elect the
telephone exchange privilege in the Application or authorize
an investment advisor to make exchanges, the Custodian shall
be entitled to rely and act upon telephonic instructions,
deemed by it to be in proper form and reasonably believed by
it to be genuine, directing the exchange of Investments for
other Investments allowed to be exchanged, provided that such
Investments are available for sale in your state of residence,
and shall not be liable for any liability, cost or expense
arising out of any telephonic exchange request effected
pursuant to such telephonic instructions. The Custodian will
employ reasonable procedures, such as requiring a form of
personal identification, to confirm that telephonic
instructions are genuine and, if it does not follow such
procedures, it may be liable for any losses due to
unauthorized or fraudulent instructions. All Investments
acquired on your behalf by the Custodian shall be registered
in the name of the Custodian or its nominee, but you shall be
the beneficial owner of such investments. You will be solely
responsible for the consequences of any exchange including any
penalty for an early withdrawal from a time deposit
investment, if applicable. It is understood and agreed that
the telephone exchange privilege is subject to the limitations
specified above. You authorize and direct the Custodian to
respond to any telephonic inquiries relating to the status of
Investments in the Account. You agree that the certifications,
authorizations, directions and restrictions contained herein
will continue until the Custodian receives written notice of
any change or revocation. You understand that the Custodian
reserves the right to refuse any telephonic instructions.
(4) Expenses and Other Charges. Except for any excise taxes that may be
required by the Code to be paid by you, any income taxes or other
taxes of any kind whatsoever that may be levied or assessed upon or
in respect of the Account, including any penalty for the early
withdrawal from a time deposit investment, any transfer taxes
incurred in connection with the investment and reinvestment of the
assets of the Account, all other administrative expenses incurred
by the Custodian in the performance of its duties, such
compensation to the Custodian as set forth in the fee schedule as
from time to time amended by the Custodian in writing, and, to the
extent directed by you in writing, the fees of an investment
advisor authorized to direct the investment of the Account, shall
be paid from the Account assets.
(5) Custodian - Removal, Resignation.
(a) You shall at any time have the right to remove the Custodian
on thirty days' notice in writing in a form acceptable to it,
designating a successor custodian. Removal of the Custodian
shall be effective upon receipt by it of written acceptance by
the successor custodian of its appointment. The Custodian
shall forthwith transfer and pay over to such successor the
assets of the Account and all records pertaining thereto. The
Custodian may reserve such assets as may be required for the
payment of all its fees, compensation, costs and expenses, and
for the payment of all liabilities of or against the assets of
the Account or of the Custodian, and where necessary may
liquidate such reserved assets. Any balance of such reserve
remaining after the payment of all such fees, compensation,
costs, expenses and liabilities shall be paid over to the
successor custodian. Any successor custodian must be a bank as
defined in section 408(n) of the Code, or any person who
demonstrates to the satisfaction of the Secretary of the
Department of the Treasury that the manner in which it will
administer the Account will be consistent with the
requirements of section 408 of the Code.
(b) The Custodian shall, at any time, have the right to resign as
Custodian under this Agreement by delivering a written
resignation notice to you and us. Upon receipt of such notice
of resignation, we shall forthwith appoint a successor
custodian and upon receipt by the Custodian of written
acceptance by the successor custodian of such appointment, the
Custodian is authorized to act in the same manner as provided
in paragraph 5(a). If we fail to appoint a successor custodian
within 90 days of receiving the Custodian's resignation, the
Custodian may distribute to you the assets of the Account,
reserving such Fund Shares as may be required for the payment
of all the Custodian's fees, compensation, costs and expenses
and for the payment of all liabilities of or against the
assets of the Account or the Custodian, so that the Custodian
may, where necessary, liquidate such shares with any balance
remaining after payment of all such fees, compensation, costs,
expenses and liabilities to be paid to you. Upon completion of
such distribution, the Custodian shall be relieved of any
liability with respect to the Account assets.
(6) Duties and Liabilities of Custodian. The Custodian shall deliver to
you all notices, prospectuses, financial statements, proxies, and
proxy soliciting materials relating to the Fund Shares held by it,
and shall not vote any of the Fund Shares held except in accordance
with your written instructions. The Custodian shall keep accurate
and detailed accounts of all contributions, receipts, investments,
distributions, disbursements and all other transactions, and shall
prepare and file any returns required to be filed by it as
Custodian of an Individual Retirement Account under the Code. The
Custodian shall be under no duties whatsoever except such duties as
are specifically set forth as such in this Custodial Agreement, and
no implied covenant or obligation shall be read into the Custodial
Agreement against the Custodian. In the performance of its duties,
the Custodian shall be liable only for its own gross negligence or
willful misconduct. In performing its duties under this Agreement,
the Custodian may hire agents, experts and attorneys and delegate
discretionary powers to, and rely upon, information and advice
furnished by such agents, experts and attorneys. You shall have the
sole authority and responsibility for the enforcement or defense of
the terms and conditions of the Custodial Agreement against or on
behalf of any person or persons claiming any interest in the
Account. The Custodian shall not be required to prosecute, defend
or respond to any action or any judicial proceeding relating to the
Account unless it has previously received indemnification
satisfactory to it in form and in substance. The Custodian shall be
liable only for its gross negligence or willful misconduct in
failing to perform the terms of this Agreement and shall not be
liable for any action or failure to act when such action or failure
to act is in accordance with your written authorization or
instructions or is due to the absence of written instructions. The
Custodian shall not be required to give bond or security for the
performance of its duties. You shall at all times fully indemnify
and save harmless the Custodian from any liability, cost, or
expense which may arise in connection with this Agreement, except
any liability, cost, or expenses arising from the gross negligence
or willful misconduct of the Custodian.
(7) Amendments. The Custodian reserves the right to amend all or any part
of the terms of this Custodial Agreement, upon written notice to
you, in any manner which would not disqualify the Custodial
Agreement from complying with section 408 of the Code. You agree
that the Custodian may amend its fee schedule from time to time on
written notice. In addition, you and the Custodian delegate to us
the power to amend all or any part of the terms of this Agreement,
including the removal of the Custodian and the appointment of a
successor custodian. Such amendment must be submitted to you and to
the Custodian and shall be effective at such time provided that: a)
we shall not have power to amend or terminate this Custodial
Account in such manner as would cause or permit any part of the
assets in the Custodial Account to be diverted to purposes other
than for the exclusive benefit of you or your Beneficiaries, (b) we
shall not have the right to modify or amend the Account
retroactively in such manner as to deprive you, or your
Beneficiary, of any benefit to which you were entitled unless such
modification or amendment is necessary to conform this Agreement
to, or satisfy the conditions of, any law, governmental regulation
or ruling, and to permit this Agreement to meet the requirements of
section 408 of the Code, or any similar statute enacted in lieu
thereof and (c) no such amendment which increases the Custodian's
duties or responsibilities or affects its fees shall become
effective unless the Custodian has consented to such amendment in
writing. You shall be deemed to have consented to any such
amendment.
(8) Termination. Upon termination of the Account, any and all assets
remaining in the Account together with any earnings shall be
distributed to you in cash or kind in one or more ways provided by
paragraph 2(c), as directed by you (or in the absence of such
direction, in a lump sum). Upon the completion of such
distribution, the Custodian shall be relieved from all further
liability with respect to all amounts so paid.
(9) Miscellaneous.
(a) The Custodian may rely on your or your Beneficiary's
representations on matters relating to this Agreement and shall
be under no duty to make any further investigations.
(b) Neither the establishment of the Account nor the creation of any
fund or account, nor the payment of any benefits, shall be
construed as giving you or any other person any legal or
equitable right against he Custodian except as herein provided.
(c) It is a condition of this Custodial Agreement, and you expressly
agree, that you shall look solely to the assets of the Account
for the payment of any benefit to which you are entitled under
this Agreement.
(d) This Custodial Agreement shall be construed, administered and
enforced according to the laws of the State of New York.
(10) Inalienability of Benefits. The benefits provided hereunder shall
not be subject to alienation, assignment, garnishment, attachment,
execution or levy of any kind, and any attempt to cause such
benefits to be so subjected shall not be recognized except to such
extent as may be required by law.
IRA Disclosure Statement
This Disclosure Statement explains the rules governing your Individual
Retirement Account ("IRA").
Your Right to Cancel. If you have received this Disclosure Statement
within seven days of opening your IRA, you have seven days to cancel and
get back the full amount paid for your IRA by mailing or delivering a
written request to cancel no later than the seventh day after opening to:
The Dreyfus Trust Company
P.O. Box 6427
Providence, RI 02940
Attn.: IRA Administrator
After seven days following receipt of this Disclosure Statement, you
cannot cancel. The Disclosure Statement is deemed to be received as of the
date of your check or transfer instructions. The notice will be considered
mailed on the date of the postmark (or, if sent by certified or registered
mail, the date of certification or registration) if properly addressed and
mailed in the U.S., first class postage prepaid.
Contributions. You can contribute in any tax year before the year in which
you reach age 70 1/2 up to the lesser of $2,000 in cash (except for
rollovers) or 100% of your compensation. Contributions made for a taxable
year must be made no later than the due date for filing your Federal
income tax return (not including extensions). Compensation includes
amounts received as payment for personal services and alimony or separate
maintenance payments, but not interest, dividends, other earnings from
property or other amounts not included in your gross income. The funds in
your IRA are always yours; they are not subject to forfeiture other than
penalties required or permitted by law. IRA earnings generally are not
taxable until distribution begins.
- - Deductible Contributions. Contributions made for the tax year are fully
deductible if neither you nor your spouse (if married) is an active
participant in a pension, profit sharing or stock bonus plan under
section 401(a) of the Internal Revenue Code of 1986, as amended (the
"Code"), an annuity plan under section 403(a) of the Code, an annuity
contract or plan under section 403(b) of the Code, a simplified employee
pension plan under section 408(k) of the Code ("SEP-IRA"), or a trust
under section 401(c)(18) of the Code. Active participant status can be
determined if you refer to your or your spouse's year-end "Wage and Tax
Statement," IRS Form W-2.
If considered an active participant, the deduction for your IRA
contribution is reduced if (a) you are single and your adjusted gross
income ("AGI") exceeds the threshold level of $25,000, (b) you are
married filing a joint return and your and your spouse's AGI exceeds he
threshold level of $40,000, or (c) you are married filing a separate
return and your AGI exceeds the threshold level of $0. The deductible
amount of your IRA contribution is reduced by an amount that bears the
same ratio to the regular limit as your AGI, in excess of the threshold
level, bears to $10,000. When AGI levels reach $35,000 (if single),
$50,000 (if married filing joint return), and $10,000 (if married filing
separate return), no deduction is allowed.
Until the deductible amount equals zero, as determined above, the amount
you can contribute and deduct will not be lower than $200.
- - Nondeductible Contributions. You may make nondeductible IRA
contributions not to exceed the lesser of $2,000 ($2,250 for Spousal
IRA) or 100% of your compensation, minus the amount of any allowable
deductible contribution. Earnings on nondeductible contributions
generally are tax deferred until distributed to you.
You must indicate on your tax return the extent to which your IRA
contributions are nondeductible. If you overstate the amount of your
nondeductible contributions, a penalty of $100 will be assessed unless
it was due to reasonable cause.
Spousal IRAs. If you file a joint return and have not reached age 70 1/2,
you can set up two accounts - one IRA for yourself and one for your spouse
("Spousal IRA"). You can contribute in the aggregate up to the lesser of
100% of your compensation or $2,250 to the accounts, but no more than
$2,000 to either one. You can still contribute to your IRA even if your
spouse has reached age 70 1/2, provided you have not reached age 70 1/2
during the tax year.
Simplified Employee Pension (SEP)-IRA. Your employer can make
contributions to a SEP-IRA on your behalf in an amount not to exceed the
lesser of 15% of your compensation or $30,000. Contributions must be made
under a written allocation formula which cannot discriminate in favor of
key or highly compensated employees. Contributions are considered
discriminatory unless they bear a uniform relationship to the first
$200,000 of each participating employee's total compensation. If your
employer does not maintain an integrated plan (i.e., a plan integrated
with Social Security benefits) at any time during the taxable year, Old
Age and Survivor Disability Insurance ("OASDI") contributions may be taken
into account as contributions to your SEP-IRA, but only if such OASDI
contributions are taken into account for each employee maintaining a
SEP-IRA. If the SEP-IRA is part of a top-heavy plan as defined in the
Code, your employer must make a minimum contribution required to each
non-key employee's SEP-IRA for each year that the plan is top-heavy.
Generally, a plan is top-heavy if the sum of the accounts of key employees
as defined in Code section 416 exceeds 60% of the sum of the accounts of
all employees. If your employer maintains more than one plan, such plans
may, or under certain circumstances must, be combined to determine whether
the SEP-IRA is top-heavy. Generally, the minimum contribution required to
be made to the SEP-IRA of each non-key employee in a top-heavy year is 3%
of that employee's compensation. Your employer must cover each employee
who has attained age 21 and has performed service during at least 3 of the
immediately preceding 5 calendar years. Employees who earn less than $300
a year, employees covered by certain collective bargaining agreements and
certain nonresident aliens may be excluded from the plan. "Leased
employees" as defined in Code section 414(n) must be treated as regular
employees for the purposes of making SEP-IRA contributions, unless the
leasing organization provides prescribed minimum pension benefits to the
leased employees. Any SEP-IRA contribution made by the leasing
organization attributable to services performed for your employer may be
used to reduce your employer's contribution to a leased employee's
SEP-IRA. Contributions made by your employer to your SEP-IRA for a taxable
year are excludable from your gross income and deductible by your
employer. In addition, you may contribute on your own behalf an amount up
to the lesser of 100% of your compensation or $2,000; however, the amount
you can deduct is dependent on your AGI level (see "Contributions -
Deductible Contributions" above). Except as provided above, your SEP-IRA
generally is subject to the rules governing a Regular IRA. Your rights to
withdraw amounts held in a SEP-IRA cannot be restricted by your employer.
If your employer has 25 employees or less, your employer may choose to
accept "elective" tax-deferred contributions not to exceed $7,000 (as
adjusted for cost of living increases) through a salary reduction
arrangement. For such an arrangement, at least 50% of all employees must
elect to contribute to the SEP-IRA, and a certain deferral percentage is
applied to highly compensated employees.
Penalty for Excess Contributions. Excess contributions are nondeductible
and are subject to an annual nondeductible excise tax of 6% of the excess
for each year the excess is not withdrawn or eliminated. The tax is paid
by the person for whose benefit the IRA was opened. If no deduction is
taken for the excess contribution and the excess plus the net earnings on
the excess are withdrawn on or before the due date (including extensions)
for filing the Federal tax return for the contribution year, the 6% excise
tax will not apply; but the earnings on the excess will be includible in
your gross income and the 10% tax on premature distributions will be
applied to such earnings, unless you are age 59 1/2 or disabled. If the
excess contribution is withdrawn after such time, the excess will be
subject to the 6% excise tax and will be includible in your gross income
and subject to the 10% tax on premature distributions (if applicable).
However, if an IRA contribution for a year does not exceed $2,250
(excluding rollover amounts), an excess contribution which was not claimed
as a deduction may be withdrawn (without the net income attributable
thereto) at any time without incurring the 10% tax on premature
distributions or including it in income. The 6% excise tax will be imposed
each year until the excess is withdrawn or eliminated. Instead of
withdrawing the excess contribution, it may be eliminated by making
reduced contributions in later years. The 6% excise tax will apply until
the excess is eliminated in a later year in which the maximum contribution
has not been made. You may withdraw tax-free and without penalty any
excess rollover contribution if it occurred because you reasonably relied
on erroneous information required to be supplied by the entity making the
distribution that was rolled over. If your IRA is invested in a time
deposit, a withdrawal (including a withdrawal of any excess contributions)
may be subject to early withdrawal penalties in addition to tax penalties.
The rules discussed above generally apply to SEP-IRAs as well.
Rollovers (Direct and Regular). All or a portion of certain distributions
from your or your deceased spouse's qualified retirement plan, annuity or
another IRA may be eligible to be rolled over into a tax-deferred IRA.
Distributions from another IRA may be rolled over within 60 days after
receipt. If a distribution from your or your deceased spouse's qualified
retirement plan or 403(b) annuity is eligible for rollover treatment, you
must arrange to have the trustee or custodian of such plan directly
transfer the distribution to the trustee or custodian of your Rollover IRA
if you wish to avoid 20% Federal income tax withholding on the
distribution. This is known as a "direct rollover." If you receive a
distribution that is eligible for rollover (and thus have 20% of your
distribution withheld), you may still effect a rollover into a
tax-deferred IRA within 60 days after receipt of the distribution. This is
known as a "regular rollover." If you plan on rolling over the proceeds of
a distribution from a qualified plan or 403(b) annuity, you generally will
be better off effecting a direct rollover so as to avoid mandatory 20%
withholding on your distribution. When you receive a distribution from
your or your deceased spouse's qualified retirement plan or 403(b)
annuity, you should receive a detailed tax notice describing the various
rules applicable to your distribution, including your rollover options.
Rollover contributions to your IRA are not deductible. Accumulated
voluntary deductible contributions to a qualified retirement plan or
governmental plan may be eligible for rollover treatment when distributed.
Rollovers from an employer's qualified plan to your Rollover IRA may later
be rolled over to another qualified retirement plan only if funds from
other sources were not contributed to such IRA and no part is attributable
to contributions made for you as a self-employed individual to a
self-employed (HR-10 or Keogh) retirement plan. A rollover distribution
from an IRA may be made only once in any twelve month period. There is no
limit on direct transfers of IRA assets from one IRA custodian or trustee
to another.
Inherited IRAs. An inherited IRA is an IRA which is acquired by a
Beneficiary who is not your spouse on your death. Such a Beneficiary
cannot make cash or rollover contributions to that IRA or treat it as his
or her own.
Withdrawal Restrictions. A taxable distribution before age 59 1/2 will be
included in your gross income and will be subject to a nondeductible 10%
tax penalty, any early withdrawal penalties on time deposits and other
penalties required or permitted by law. There is no 10% tax penalty for
distributions made because of death, permanent disability, rollovers or
timely removal of an excess contribution or for distributions made in the
form of substantially equal periodic payments over your life expectancy
(or the joint life expectancies of you and your Beneficiary).
Prohibited Transactions. If you engage in a "prohibited transaction," as
defined in section 4975 of the Code, the IRA loses its tax exemption and
the total value of your IRA must be included in your gross income. If you
pledge any portion of your IRA as security for a loan, the amount pledged
must be included in your gross income. Prior to disability or age 59 1/2,
the additional 10% penalty tax on premature distributions will be imposed
on amounts included in your gross income by reason of a prohibited
transaction. The same rules apply to a spouse's use of his or her Spousal
IRA.
Distributions During Your Life. No tax penalty is imposed on distributions
from your IRA after you reach age 59 1/2 or become permanently disabled.
Distributions must begin no later than the first day of April following
the calendar year in which you reach age 70 1/2. Generally, you are
permitted to receive your IRA in a lump sum or installments over a period
not extending beyond your life expectancy or the joint life and last
survivor expectancy of you and your Beneficiary. You may also request a
distribution of any part of your IRA balance. Life expectancies are
determined in accordance with the IRS tables. Unless otherwise elected by
you prior to the required commencement of your distributions, your life
expectancy and that of your spouse will not be recalculated annually. An
election by you to recalculate shall be irrevocable and shall apply to all
subsequent years. The life expectancy of a nonspousal Beneficiary cannot
be recalculated. All distributions are taxed at ordinary income tax rates
and are not eligible for capital gains treatment or five-year averaging.
If you direct distributions to be made over your life or the joint lives
of you and your designated Beneficiary, the Custodian will purchase with
your IRA an immediate annuity contract from an insurance company you
choose and your payments will be made under the annuity.
You must provide a completed annuity application from the insurance
company of your choosing.
When requesting a distribution, you must specify the reason for the
distribution. Examples are: premature distributions (i.e., distributions
before age 59 1/2), rollovers, disability, death, normal (at or after age
59 1/2), excess contribution returns and other.
Distributions On and After Your Death. If you die after you are required
to begin receiving distributions, your designated Beneficiary must receive
the balance of your IRA at least as rapidly as under your method of
distribution. If you die before you are required to begin receiving
distributions, distribution must be made to your Beneficiary in one of the
following ways:
(i) by December 31st of the year containing the fifth anniversary of
your death (if a distribution option is not selected, this option
will apply);
(ii) in equal or substantially equal installments over a set period
not extending beyond your Beneficiary's life expectancy,
beginning no later than December 31st of the year following the
year of your death;
(iii) in the case of a spousal Beneficiary who so elects within the
five-year period following your death, installment payments over
a set period not extending beyond your spousal Beneficiary's life
expectancy commencing at any date prior to December 31st of the
year in which you would have reached age 70 1/2; or
(iv) unless you direct the Custodian otherwise in writing, and if your
spouse is your Beneficiary, then notwithstanding the foregoing,
he or she may elect to treat the account as his or her own IRA,
in which case the normal IRA distribution rules will apply.
Election (iv) is considered to have been made if your spouse makes a
regular IRA contribution to this IRA, makes a rollover to or from this IRA
or fails to elect any of the above distribution provisions. Payments will
be calculated by the use of the IRS tables. Unless otherwise elected by
your surviving spouse Beneficiary when you die before you are required to
begin receiving distributions, the life expectancy of your surviving
spouse Beneficiary will not be recalculated. An election to recalculate
shall be irrevocable and shall apply to all subsequent years. The life
expectancy of a nonspousal Beneficiary cannot be recalculated. You may
designate a change of Beneficiary on a form provided by the Sponsor or the
Custodian. The change will not be effective unless the Custodian receives
a properly completed form prior to your death. If after your death your
designated Beneficiary is receiving (or entitled to receive) payments over
a set period, he or she may designate a Beneficiary to receive the balance
of the IRA (if any) on his or her death in accordance with the above
rules. A written authorization filed with the Custodian (which can be on
your Beneficiary designation form) permits a designated Beneficiary
receiving installment payments, from time to time, to choose to increase
the frequency or amount of payments and/or withdraw all or any portion of
the IRA.
Distribution After Age 70 1/2. Minimum Distribution Requirements. If the
amount distributed to you for any tax year after you reach age 70 1/2 is
less than the minimum amount required by law, the IRS may impose a penalty
tax equal to 50% of any such deficiency unless it is satisfied that
reasonable steps are being taken to remedy the deficiency. The amount
required to be distributed in any year is generally based on your life
expectancy or the joint life expectancies of you and your designated
Beneficiary. However, if your Beneficiary is not your spouse, the law
imposes an additional requirement which is called the minimum distribution
incidental benefit requirement. In general, this requirement is designed
to prevent you from naming a Beneficiary who is much younger than yourself
in order to extend your payout period. You may wish to consult your tax
advisor to determine your minimum distribution. These rules on
distribution apply equally to Spousal IRAs.
Distribution of Nondeductible Contributions. Withdrawals which include
nondeductible contributions will be treated as part taxable and part
nontaxable. The amount considered nontaxable is the portion which
bears the same ratio to the total distribution that your aggregate
nondeductible contributions bear to your Account balance at the end of
the year for all of your IRAs, plus adding back any distributions for
the year. The 10% tax penalty on distributions prior to age 59 1/2
will apply for the taxable portion of the distribution.
Penalty for Excess Distributions. A 15% tax penalty is imposed on the
sum of all annual distributions received during the calendar year in
excess of $150,000 (or $112,500 adjusted for cost of living increases,
if higher). Please consult with your tax advisor for more complete
information, including the availability of favorable elections. The
excess distribution penalty tax will not apply to a distribution of
nondeductible contributions, or a distribution to an alternate payee
under a qualified domestic relations order.
Estate and Gift Tax Exemption. Generally, your IRA will be included in
your estate for Federal estate tax purposes. Your IRA may qualify for a
deduction for purposes of that tax if the Beneficiary is your spouse.
Designation of a Beneficiary to receive your IRA on your death is not
treated as a gift subject to the Federal gift tax.
Fees and Charges; Commissions. The Custodian of your IRA will charge
against your Account an annual maintenance fee for each mutual fund
account, bank deposit account and other investment in your IRA. The
Custodian may also charge against your Account any taxes assessed on it,
administrative expenses incurred by it (including, without limitation,
attorneys' fees), and penalties required or permitted by law (including
penalties for early withdrawals of time deposits). The Custodian may
liquidate assets held in your IRA and apply the proceeds to pay such fees
and expenses. In lieu of charging such fees and expenses against your
Account, the Custodian may, in its sole discretion, allow you to pay such
fees and expenses directly by separate check. To the extent directed by
you in writing, the Custodian of your IRA will also charge against your
Account the fees of an investment advisor authorized to direct the
investment of your Account. The Custodian will liquidate assets held in
your IRA and apply the proceeds to pay such advisory fees in accordance
with your written instructions. The payment of advisory fees out of your
Account will not be reported to the IRS as a taxable distribution provided
that you certify to the Custodian that your IRA is solely liable for the
payment of such fees. The Custodian's current fee schedule is set forth in
the Application and may be amended from time to time upon written notice
to you. In the case of a mutual fund that charges a sales commission on
the purchase of shares, a sales commission will also be charged against
each investment in such mutual fund as described in the mutual fund's
prospectus.
Federal Income Tax Withholding and Filing Requirements. Distributions from
your IRA are subject to Federal income tax withholding unless you (or your
Beneficiary) elect not to have withholding apply. The current withholding
rate set by law is 10%. When you want to receive a distribution from your
IRA, contact the Custodian which will supply you with additional
information and election forms. Form 5329 must be filed with the IRS for
each tax year you owe tax penalties, such as taxes on excess contribution,
early distribution or underdistributions over age 70 1/2.
Form Approved by IRS. A form of your Dreyfus IRA has been approved by the
IRS.
Questions About Your IRA. You can obtain further information about IRAs
from any IRS district office or from Dreyfus Service Corporation.
Investment and Holding of Contributions. Contributions to your IRA and any
earnings on such contributions are invested in shares of mutual funds
managed by The Dreyfus Corporation and such other investments as may be
authorized from time to time by The Dreyfus Corporation and approved by
the Custodian. Your IRA assets are held in a Custodial Account exclusively
for your benefit and the benefit of such Beneficiaries as you may
designate in writing delivered to the Custodian. Your right to the entire
balance in your IRA is nonforfeitable. No part of your IRA assets may be
invested in life insurance contracts or in collectibles such as works of
art, antiques or stamps; however, investments in gold and silver coins
issued by the United States are permitted, if permitted as investments by
the Custodian.
Financial Information. The growth in the value of mutual fund investments
held in your IRA can neither be guaranteed nor projected.
Table of Contents
<TABLE>
<CAPTION>
<S> <C> <S> <C>
Article I: Definitions Article III: Contributions
1.1 Actual Deferral Percentage ......... 1 3.1 Limit on Employer Contributions ..... 3
1.2 Adoption Agreement ................. 1 3.2 402(h) Limit ........................ 3
1.3 Average Actual Deferral Percentage . 1 3.3 Employer Discretionary Contributions. 3
1.4 Code ............................... 1 3.4 Elective Deferrals .................. 4
1.5 Committee .......................... 1
1.6 Compensation ....................... 1 Article IV: Participants' Rights to Benefits
1.7 Earned Income ...................... 1 4.1 Nonforfeitability ................... 5
1.8 Elective Deferrals ................. 1 4.2 Withdrawals and Distributions ....... 5
1.9 Eligible Employee .................. 1 4.3 Death ............................... 5
1.10 Employee ........................... 1
1.11 Employer ........................... 2 Article V: Top-Heavy Provision
1.12 Family Member ...................... 2 5.1 Definitions ......................... 5
1.13 Highly Compensated Employee ........ 2 5.2 Top-Heavy Determination ............. 7
1.14 IRA or SEP-IRA ..................... 2 5.3 Minimum Allocation .................. 7
1.15 Integration Level .................. 2
1.16 Net Profits ........................ 2 Article VI: Plan Administration
1.17 Non-Highly Compensated Employee .... 2 6.1 Appointment of Committee ............ 8
1.18 Participant ........................ 2 6.2 Claims Procedure .................... 8
1.19 Plan ............................... 2 6.3 Records and Reports ................. 8
1.20 Plan Year .......................... 2 6.4 Powers and Duties ................... 8
1.21 SEP ................................ 2 6.5 Committee Action .................... 8
1.22 Sponsor ............................ 3 6.6 Reliance on Professional Advice ..... 8
1.23 Taxable Wage Base .................. 3 6.7 Participant Information ............. 8
6.8 Standard of Care .................... 9
Article II: Participation Article VII: Miscellaneous Provisions
2.1 Commencement of Participation ...... 3 7.1 No Right of Continued Employment .... 9
7.2 Amendments .......................... 9
7.3 Termination ......................... 9
7.4 Governing Law ....................... 9
</TABLE>
Article I: Definitions
1.1 "Actual Deferral Percentage" shall mean the ratio (expressed as a
percentage) of Elective Deferrals (including excess elective
deferrals) contributed on behalf of an Eligible Employee for the Plan
Year to the Eligible Employee's Compensation for the Plan Year. The
Actual Deferral Percentage of an Eligible Employee who does not make
an Elective Deferral is zero.
1.2 "Adoption Agreement" shall mean the document executed by the adopting
Employer which contains all the options which may be selected and
which incorporates this basic plan document by reference.
1.3 "Average Actual Deferral Percentage" shall mean the average
(expressed as a percentage) of the Actual Deferral Percentages of the
Eligible Employees in a group.
1.4 "Code" shall mean the Internal Revenue Code of 1986, as amended.
1.5 "Committee" shall mean the person or persons appointed by the
Employer to administer the Plan in accordance with Section 6.1. If
no such Committee is appointed by the Employer, the Employer shall
act as the Committee.
1.6 "Compensation" shall mean, unless otherwise specified in the Adoption
Agreement, in the case of an Employee other than a Self-Employed
Individual, his or her section 3401(a) wages, which are actually paid
during the applicable period. In the case of a Self-Employed
Individual, Compensation shall mean his or her Earned Income. Unless
otherwise specified in the Adoption Agreement, the applicable period
shall be the Plan Year. If elected by the Employer in the Adoption
Agreement, Compensation shall also include Employer contributions
made pursuant to a salary reduction agreement with an Employee which
are not currently includible in the gross income of the Employee by
reason of the application of sections 125, 402(e)(3), 402(h)(1)(B) or
403(b) of the Code. Compensation shall not include amounts in excess
of $150,000, as adjusted by the Secretary of the Treasury at the same
time and in the same manner as under section 415(d) of the Code. In
determining Compensation for purposes of the adjusted $150,000
limitation, the family member rules of section 414(q)(6) of the Code
shall apply except that in applying such rules, the term "family"
shall include only the Employee's spouse and any lineal descendants
who have not attained age 19 before the close of the Plan Year. If,
as a result of the application of such family member rules, the
adjusted $150,000 limitation is exceeded, then (except for purposes
of determining the portion of Compensation up to the Integration
Level if this Plan is integrated with Social Security), the adjusted
$150,000 limitation shall be prorated among the affected individuals
in proportion to each such individual's Compensation as determined
under this Section prior to the application of the adjusted $150,000
limitation.
1.7 "Earned Income" shall mean the annual net earnings from
self-employment in the trade or business with respect to which the
Plan is established, provided that personal services of the
individual are a material income-producing factor. Net earnings will
be determined without regard to items not included in gross income
and the deductions allocable to such items. Net earnings are reduced
by contributions by the Employer to a qualified plan to the extent
deductible under section 404 of the Code. Net earnings shall be
determined with regard to the deduction allowed to the taxpayer by
section 164(f) of the Code.
1.8 "Elective Deferrals" shall mean any Employer contributions made to
the Plan at the election of the Participant, in lieu of cash
compensation, pursuant to a salary reduction agreement or other
deferral mechanism.
1.9 "Eligible Employee" shall mean, for a particular Plan Year, each
Employee who is not excluded from eligibility to participate in the
Plan under the Adoption Agreement. The determination of eligibility
shall be made on the last day of the Plan Year.
1.10 "Employee" shall mean any person employed by the Employer and any
person treated as an employee under section 401(c) of the Code.
A "leased employee" shall also be treated as an Employee. The term
"leased employee" means any person (other than an employee of the
recipient employer) who pursuant to an agreement between the
recipient employer and any other person ("leasing organization") has
performed services for the recipient employer (or for the recipient
employer and related persons determined in accordance with section
414(n)(6) of the Code) on a substantially full-time basis for a
period of at least one year, and such services are of a type
historically performed by employees in the business field of the
recipient employer. Contributions or benefits provided a leased
employee by the leasing organization which are attributable to
services performed for the recipient employer shall be treated as
provided by the recipient employer.
Notwithstanding the preceding paragraph, a leased employee shall not
be considered an employee of the recipient employer if: (i) such
employee is covered by a money purchase pension plan providing (1) a
nonintegrated employer contribution rate of at least ten percent
(10%) of Compensation, as defined in section 415(c)(3) of the Code,
but including amounts contributed pursuant to a salary reduction
agreement which are excludable from the employee's gross income under
section 125, section 402(a)(8), section 402(h) or section 403(b) of
the Code,(2) immediate participation and (3) full and immediate
vesting; and (ii) leased employees do not constitute more than twenty
percent (20%) of the recipient employer's non-highly compensated
workforce.
1.11 "Employer" shall mean the corporation, partnership, proprietorship or
other business entity which shall adopt the Plan or any successor
thereof and any employer required to be aggregated with such entity
under section 414(b), (c), (m) or (o) of the Code.
1.12 "Family Member" shall, with respect to a five percent (5%) owner or
top-ten Highly Compensated Employee described in section 414(q)(6)(A)
of the Code, include the spouse and lineal ascendants and descendants
of an Employee and the spouses of such lineal ascendants and
descendants. The determination of who is a Family Member will be
made in accordance with section 414(q) of the Code.
1.13 "Highly Compensated Employee" shall include any Employee who performs
services for the Employer during the Determination Year and who,
during the Look-Back Year: (i) received Compensation from the
Employer in excess of $75,000 (as adjusted pursuant to section 415(d)
of the Code); (ii) received Compensation from the Employer in excess
of $50,000 (as adjusted pursuant to section 415(d) of the Code), and
was a member of the top-paid group for such year; or (iii) was an
officer of the Employer and received Compensation during such year
that is greater than fifty percent (50%) of the dollar limitation in
effect under section 415(b)(1)(A) of the Code. The term "Highly
Compensated Employee" also includes: (i) an Employee who is described
in the preceding sentence if the term "Determination Year" is
substituted for the term "Look-Back Year" and the Employee is one of
the 100 most highly compensated Employees of the Employer during the
Plan Year; and (ii) an Employee who is a five percent (5%) owner of
the Employer at any time during the Look-Back or Determination Year.
For this purpose, the Determination Year shall be the Plan Year, and
the Look-Back Year shall be the twelve (12) month period immediately
preceding the Determination Year unless the Employer has elected to
use the calendar year ending with or within the Determination Year as
the Look-Back Year for purposes of its employee benefit plans. If
the Employer has so elected to use such calendar year as the
Look-Back Year for its employee benefit plans, the Determination Year
shall be the "lag period," if any, by which the applicable
Determination Year extends beyond such calendar year.
The determination of who is a Highly Compensated Employee, including
the determinations of the number and identity of employees in the
top-paid group, the top 100 employees, the number of employees
treated as officers and the compensation that is considered, will be
made in accordance with section 414(q) of the Code and the
regulations thereunder.
1.14 "IRA" or "SEP-IRA" shall mean the Dreyfus Individual Retirement
Account (a prototype IRA upon which a favorable opinion letter has
been issued by the Internal Revenue Service).
1.15 "Integration Level" shall mean the Taxable Wage Base or such lesser
amount elected by the Employer in the Adoption Agreement.
1.16 "Net Profits" shall mean the current and accumulated earnings of the
Employer before Federal and State taxes and contributions to this and
any other qualified plan.
1.17 "Non-Highly Compensated Employee" shall mean an Employee of the
Employer who is neither a Highly Compensated Employee nor a Family
Member.
1.18 "Participant" shall mean an Eligible Employee participating in the
Plan in accordance with Section 2.1.
1.19 "Plan" shall mean this Prototype Simplified Employee Pension and the
Adoption Agreement of the Adopting Employer, as from time to time
amended.
1.20 "Plan Year" shall mean the calendar year, unless the Employer's
fiscal year is specified as the Plan Year in the Adoption Agreement.
1.21 "SEP" shall mean a Simplified Employee Pension within the meaning of
section 408(k) of the Code.
1.22 "Sponsor" shall mean The Dreyfus Corporation.
1.23 "Taxable Wage Base" shall mean the contribution and benefit base in
effect under Section 230 of the Social Security Act at the beginning
of the Plan Year.
Article II: Participation
2.1 Commencement of Participation
The Employer shall promptly notify each Employee that satisfies the
Plan's eligibility requirements set forth in the Adoption Agreement
that he/she may take the necessary steps to commence participation
in the Plan. If an Eligible Employee cannot be located or refuses
to establish an IRA to receive contributions made to the Plan, the
Employer may execute the necessary documents to establish an IRA on
such Eligible Employee's behalf.
An Eligible Employee shall commence participation in the Plan by
establishing an IRA to receive contributions made to the Plan,
notifying the Committee of the establishment of the IRA, and, if
applicable, entering into a "salary reduction agreement" as
described in Section 3.4 with the Employer.
Article III: Contributions
3.1 Limit on Employer Contributions
Employer contributions for each Plan Year (including, if
applicable, Elective Deferrals) shall be determined in accordance
with the Adoption Agreement, but shall not exceed the maximum
amount which shall constitute an allowable deduction under section
404(h) of the Code. Unless otherwise specified in the Adoption
Agreement, Employer contributions may only be made out of Net
Profits.
3.2 402(h) Limit
In no event shall Employer contributions (including Elective
Deferrals made pursuant to Section 3.4) made on behalf of any
Participant exceed the lesser of 15% of the Participant's
Compensation includible in the Participant's gross income for the
year (determined without regard to the Employer contributions made
under this Plan), or the limitation in effect under Section
415(c)(1)(A) of the Code (currently $30,000). In the case of a
Participant who is a Highly Compensated Employee, the limitation in
effect under Section 415 (c)(1)(A) of the Code (currently $30,000)
shall be reduced, if the Plan is integrated with Social Security,
by the amount of contributions made on behalf of the Participant
based on Compensation over the Integration level. [Note: The Plan
may not be integrated with Social Security if the Plan permits only
Elective Deferrals.] All businesses of a Self-Employed Individual
shall be aggregated for purposes of applying the 15% of
Compensation described in this Section 3.2.
3.3 Employer Discretionary Contributions
The following provisions shall apply if the Employer has elected in
the Adoption Agreement to make Employer Discretionary
Contributions.
(a) If the Plan is not integrated with Social Security, the
Employer Discretionary Contribution for any Plan Year shall be
allocated to the IRA established for each Participant in the
ratio which each Participant's Compensation for the Plan Year
bears to that of all Participants for such Plan Year.
(b) If the Plan is integrated with Social Security, the Employer
Discretionary Contribution shall be allocated as follows:
(i) If under Article V, the Plan is Top-Heavy for the Plan Year
and the minimum Top-Heavy contribution is made under the
Plan, then contributions shall be allocated to each
Participant's IRA in the ratio that each Participant's
aggregate Compensation bears to that of all Participants
for the Plan Year, up to three percent (3%) of each
Participant's aggregate Compensation for the Plan Year.
Any remaining contributions shall be allocated to each
Participant's IRA in the ratio that each Participant's
Compensation in excess of the Integration Level bears to
the sum of all Participant's Compensation in excess of the
Integration Level for the Plan Year, up to three V (3%) of
each Participant's Compensation for the Plan Year in excess
of the Integration Level.
(ii) If the Plan is not Top-Heavy for the Plan Year,
contributions (or if the Plan is Top-Heavy, contributions
remaining after step (i) above) shall be allocated to each
Participant's IRA in the ratio that the sum of each
Participant's aggregate Compensation and Compensation in
excess of the Integration Level bears to the sum of all
Participants' aggregate Compensation and Compensation in
excess of the Integration Level for the Plan Year, up to
the product of (a) the Permitted Disparity Percentage as
specified in the Adoption Agreement (reduced by three
percent (3%) if the Plan is Top-Heavy) times (b) each
Participant's aggregate Compensation plus Compensation in
excess of the Integration Level for the Plan Year. Any
remaining contributions will be allocated to all
Participants in the ratio that each Participant's aggregate
Compensation bears to all Participants' aggregate
Compensation for the Plan Year.
(c) Employer Discretionary Contributions will be paid by the
Employer to Participants' IRA within the time period prescribed
in Section 404(h) of the Code.
3.4 Elective Deferrals
The following provisions shall apply if the Employer has elected in the
Adoption Agreement to permit Elective Deferrals.
(a) Elective Deferrals shall be permitted for a Plan Year only if:
(i) Not less than 50% of Eligible Employees elect, or have an
election in effect, to have Elective Deferrals made to the
Plan; and
(ii) The Employer had no more than 25 Eligible Employees at any
time during the prior Plan Year.
(b) In the event that the 50% requirement of Section 3.4(a)(i) is
not satisfied as of the end of any Plan Year, then all Elective
Deferrals made by Participants for that Plan Year shall be
considered "disallowed deferrals," i.e., IRA contributions that
are not SEP-IRA contributions. The Employer shall notify each
affected Participant, within 2 1/2 months following the end of
the Plan Year to which the disallowed deferrals relate, that
the Elective Deferrals are no longer considered SEP-IRA
contributions. Such notification shall specify the amount of
the disallowed deferrals and the calendar year in which they
are includible in income and must provide an explanation of
applicable penalties if the disallowed deferrals are not
withdrawn in a timely fashion.
(c) The Employer shall contribute and allocate to each
Participant's IRA an amount equal to the amount of the
Employee's Elective Deferrals. Elective Deferrals will be paid
by the Employer to the Participant's IRA trustee or custodian
as soon as practicable in compliance with Department of Labor
Regulation Section 2510.3-102.
(d) An Eligible Employee may elect to have Elective Deferrals made
under this Plan by entering into a salary reduction arrangement
with his Employer. A salary reduction arrangement is an
agreement whereby the Employee accepts a reduction in
Compensation in consideration of a contribution by the Employer
on such Employee's behalf in the same amount to the Employee's
IRA established under the Plan. A salary reduction arrangement
may also include an agreement whereby the Employee elects to
have all or part of a cash bonus contributed to his/her IRA
rather than paid to him/her in cash. An Eligible Employee may
elect to enter into such an agreement with the Employer by
filing a written election with the Committee, on a form
supplied by the Committee, specifying a dollar amount or a
whole percentage of his/her Compensation or cash bonus he/she
wishes to be contributed by the Employer to the IRA he/she has
established pursuant to the Plan. No Elective Deferrals may be
based on Compensation an Employee received, or had a right to
receive, before execution of the salary reduction agreement.
An election shall remain in force until changed or canceled in
writing by a Participant in accordance with rules established
by the Committee on a form supplied by the Committee.
(e) Under no circumstances may a Participant's Elective Deferrals
in any calendar year exceed the limitation under section 402
(g) of the Code based on all of the plans of the Employer.
Each Participant shall be solely responsible for determining
whether such Participant's Elective Deferrals have exceeded
such limitation.
(f) If the Employer contributes nonelective employer contributions
to this Plan or any other SEP for a Plan Year, or contributes
to any qualified defined contribution plan for such Plan Year,
then an Employee's Elective Deferrals may be limited to the
extent necessary to satisfy the maximum contribution
limitations under section 415(c)(1)(A) of the Code.
(g) In no event shall the percentage of Compensation deferred by a
Highly Compensated Employee in a Plan Year exceed the Average
Actual Deferral Percentage of all Eligible Employees who are
Non-Highly Compensated Employees in such Plan Year multiplied
by 1.25. The Compensation and Elective Deferrals of Family
Members shall be attributed to Highly Compensated Employees in
computing the percentage of compensation deferred by a Highly
Compensated Employee in any Plan Year, and Family Members shall
be disregarded as separate employees. In computing the Average
Actual Deferral Percentage of all Eligible Employees who are
not Highly Compensated Employees, Eligible Employees not
participating in the Plan shall be counted as contributing 0%
of Compensation. Amounts in excess of the deferral percentage
limitation will be deemed excess SEP contributions on behalf of
the affected Highly Compensated Employee or Employees.
(h) The Employer shall notify each affected Highly Compensated
Employee, within 2 1/2 months following the end of the Plan
Year to which the excess SEP contributions relate, of any
excess SEP contributions to the Highly Compensated Employee's
SEP-IRA for the applicable year. Such notification shall
specify the amount of the excess SEP contributions and the
calendar year in which the contributions are includible in
income and must provide an explanation of applicable penalties
if the excess SEP contributions are not withdrawn in a timely
fashion.
(i) The Employer shall notify each Participant who makes an
Elective Deferral to the Plan that, until 2 1/2 months after
the end of a particular Plan Year, any transfer or distribution
from that Participant's SEP-IRA of SEP contributions (or income
on these contributions) attributable to Elective Deferrals made
during that Plan Year will be includible in income for purposes
of sections 72(t) and 408(d)(1) of the Code.
(j) The Committee shall have the right to monitor and limit a
Highly Compensated Employee's Elective Deferrals to prevent
such Highly Compensated Employee from making Elective Deferrals
in excess of the limitations set forth in Sections 3.4(e),
3.4(f), and 3.4(g) of the Plan.
Article IV: Participants' Rights to Benefits
4.1 Nonforfeitability
All contributions made to this Plan by the Employer on behalf of a
Participant shall be fully vested and nonforfeitable at all times.
4.2 Withdrawals and Distributions
The right of a Participant to withdraw amounts or to otherwise
receive distributions from the IRA selected by the Participant upon
commencement of participation in the Plan shall be determined by
reference to the terms of such IRA, subject to such rules as may
be issued by the Internal Revenue Service relating to excess
contributions. Except as provided in the preceding sentence,
Employer contributions are not conditioned on the retention in the
Plan of any portion of the amount contributed and there is no
prohibition imposed on withdrawals from the Plan.
4.3 Death
In the event of a Participant's death, disposition of the
Participant's IRA shall be determined by reference to the terms of
such IRA and any designation of beneficiary(ies) made by
Participants pursuant thereto.
Article V: Top-Heavy Provisions
5.1 Definitions
For purposes of this Article, the following words shall have the
following meaning:
(a) "Determination Date" shall mean (i) the last day of the
preceding Plan Year, or (ii) in the case of the first Plan Year
of any Plan, the last day of such Plan Year.
(b) "Key Employee" shall mean any Employee or former Employee (and
the Beneficiaries of such Employee) who at any time during the
Plan Year containing the Determination Date and the four (4)
preceding Plan Years was:
(1) An officer of the Employer if such individual's annual
Compensation exceeds fifty percent (50%) of the dollar
limitation under section 415(b)(1)(A) of the Code (provided
that the number of Employees treated as officers shall be
no more than fifty (50) or, if fewer, the greater of three
(3) Employees or ten percent (10%) of all Employees);
(2) An owner (or considered an owner under section 318 of the
Code) of at least a one-half of one percent (.5%) interest
and one of the ten (10) largest interests in the Employer
if such individual's annual Compensation exceeds one
hundred percent (100%) of the dollar limitation under
section 415(c)(1)(A) of the Code;
(3) A five percent (5%) owner of the Employer; or
(4) A one percent (1%) owner of the Employer who has an annual
Compensation of more than one hundred fifty thousand
dollars ($150,000).
For this purpose, annual Compensation means Compensation as defined
in section 415(c)(3) of the Code, but including amounts excludable
rom the Employee's gross income by reason of sections 125,
401(a)(8), 402(h) or 403(b) of the Code. The determination of who
is a Key Employee will be made in accordance with section 416(i)(1)
of the Code and the regulations thereunder.
(c) "Non-Key Employee" shall mean any Employee who is not a Key
Employee.
(d) "Permissive Aggregation Group" shall mean the Required
Aggregation Group of plans plus any other plan or plans of the
Employer which, when considered as a group with the Required
Aggregation Group, would continue to satisfy the requirements
of sections 401(a)(4) and 410 of the Code.
(e) "Present Value" shall be based on the interest and mortality
table specified in the Employer's qualified defined benefit
plan for Top-Heavy purposes, or if such assumptions are not
specified in the Employer's qualified defined benefit plan,
Present Value shall be based on the assumptions specified in
the Adoption Agreement.
(f) "Required Aggregation Group" shall mean (1) each qualified
defined contribution plan of the Employer in which at least one
Key Employee participates or participated at any time during
the determination period (regardless of whether the Plan has
terminated), and (2) any other qualified defined contribution
plan of the Employer which enables a plan described in (1) to
meet the requirements of sections 401(a)(4) or 410 of the Code.
(g) "Top-Heavy Ratio."
(1) If the Employer maintains one or more defined contribution
plans (including this or any other SEP) and the Employer
has not maintained any defined benefit plan which during
the five (5) year period ending on the Determination Date
has or has had accrued benefits, the Top-Heavy Ratio for
this Plan alone or for the Required or Permissive
Aggregation Group as appropriate is a fraction, the
numerator of which is the sum of the account balances of
all Key Employees as of the Determination Date (including
any part of any account balance distributed in the five (5)
year period ending on the Determination Date), and the
denominator of which is the sum of all account balances
(including any part of any account balance distributed in
the five (5) year period ending on the Determination Date),
both computed in accordance with Section 416 of the Code
and the regulations thereunder. The Employer may elect in
the Adoption Agreement to consider the contributions that
have been made to this Plan on behalf of Key Employees and
all Employees rather than the account balances of Key
Employees and all Employees under this Plan in computing
the Top-Heavy Ratio. Both the numerator and denominator of
the Top-Heavy Ratio are increased to reflect any
contribution not actually made as of the Determination
Date, but which is required to be taken into account on
that date under Section 416 of the Code and the regulations
thereunder.
(2) If the Employer maintains one or more defined contribution
plans (including this or any other Simplified Employee
Pension) and the Employer maintains or has maintained one
or more defined benefit plans which during the five (5)
year period ending on the Determination Date has or has had
any accrued benefits, the Top-Heavy Ratio for any Required
or Permissive Aggressive Group as appropriate is a
fraction, the numerator of which is the sum of account
balances under the aggregated defined contribution plan or
plans for all Key Employees determined in accordance with
the above rules, and the Present Value of accrued benefits
under the aggregated defined benefit plan or plans for all
Employees as of the Determination Date, and the denominator
of which is the sum of the account balances under the
aggregated defined contribution plan or plans for all
Participants, determined in accordance with the rules
above, and the Present Value of accrued benefits under the
defined benefit plan or plans for all Participants as of
the Determination Date, all determined in accordance with
section 416 of the Code and the regulations thereunder. The
Employer may elect in the Adoption Agreement to consider
the contributions that have been made to this Plan on
behalf of Key Employees and all Employees rather than the
account balances of Key Employees and all Employees under
this Plan in computing the Top-Heavy Ratio. The accrued
benefits under a defined benefit plan in both the numerator
and denominator of the Top-Heavy Ratio are increased for
any distribution of an accrued benefit made in the five (5)
year period ending on the Determination Date.
(3) For purposes of (1) and (2) above, the value of account
balances and the Present Value of accrued benefits will be
determined as of the most recent Valuation Date that falls
within or ends with the twelve (12) month period ending on
the Determination Date, except as provided in section 416
of the Code and the regulations thereunder for the first
and second Plan Years of a defined benefit plan. The
account balances and accrued benefits of a Participant who
is not a Key Employee but who was a Key Employee in a prior
year, or has not been credited with at least one hour of
service for the Employer maintaining the Plan at any time
during the five (5) year period ending on the Determination
Date, will be disregarded. The calculation of the
Top-Heavy Ratio, and the extent to which distributions,
rollovers, and transfers are taken into account, will be
made in accordance with section 416 of the Code and the
regulations thereunder. Deductible Employee contributions
will not be taken into account for purposes of computing
the Top-Heavy Ratio. When aggregating plans, the value of
account balances and accrued benefits will be calculated
with reference to the Determination Date that falls within
the same calendar year.
(4) Solely for the purpose of determining if the Plan, or any
other plan included in a Required Aggregation Group of
which this Plan is a part, is Top-Heavy (within the meaning
of section 416(g) of the Code) the accrued benefit of a
Non-Key Employee shall be determined under (a) the method,
if any, that uniformly applies for accrual purposes under
all plans maintained by the Employer, or (b) if there is no
such method, as if such benefit accrued not more rapidly
than the slowest accrual rate of section 411(b)(1)(C) of
the Code.
(h) "Valuation Date" shall mean the last day of the Plan Year and
is the day on which account balances are valued for purposes of
determining whether the Plan is Top-Heavy.
5.2 Top-Heavy Determination
The Plan shall be Top-Heavy for any Plan Year if any of the
following conditions exist:
(a) If the Top-Heavy Ratio for this Plan exceeds sixty percent
(60%) and this Plan is not part of any Required Group or
Permissive Group of plans.
(b) If this Plan is a part of a Required Aggregation Group of
plans, but not part of a Permissive Aggregation Group and the
Top-Heavy Ratio for the group of plans exceeds sixty percent
(60%).
(c) If this Plan is a part of a Required Aggregation Group and part
of a Permissive Aggregation Group of plans and the Top-Heavy
Ratio for the Permissive Aggregation Group exceeds sixty
percent (60%).
5.3 Minimum Allocation
If the Plan is determined to be Top-Heavy for any Plan Year
pursuant to Section 5.2, a minimum nonelective Employer
contribution shall be made to the Plan on behalf of each Eligible
Employee who is Non-Key Employee. Such minimum contribution shall
be in an amount equal to the lesser of (i) 3% of the Non-Key
Employee's Compensation, or (ii) the highest Employer contribution
as a percentage of Compensation allocated on behalf of any Key
Employee in such Plan Year. The minimum contribution will not be
required under this Plan (assuming the Plan is Top-Heavy) with
respect to any Participant covered under any other qualified plan
or plans of the Employer if the adopting Employer has elected in
the Adoption Agreement that the minimum Top-Heavy allocation will
be met in such plan. For purposes of determining whether a Plan is
Top-Heavy, Elective Deferrals are considered Employer
contributions. However, Elective Deferrals may not be used to
satisfy this 3% minimum contribution requirement. Such minimum
contribution shall be determined without regard to a Social
Security contribution.
Article VI: Plan Administration
6.1 Appointment of Committee
The Employer may appoint a person or persons to act as the
Committee and serve at its pleasure. If no Committee is appointed,
the Employer shall act as the Committee. The Committee shall have
the sole responsibility for the administration of the Plan.
6.2 Claims Procedure
A Participant or beneficiary ("Claimant") may file a written claim
for benefits under the Plan with the Committee. If the Committee
decides that a Claimant is not entitled to all or any part of the
benefits claimed, it shall, within ninety (90) days of receipt of
such claim, inform the Claimant in writing of its determination;
the reasons for its determination, including specific references to
the pertinent Plan provisions; and the Plan's review procedures.
The Claimant or his authorized personal representative shall be
permitted to review pertinent documents and within sixty (60) days
after receipt of the notice of denial of claim to request to appear
personally before it or to submit such further information or
comments to the Committee as will, in the Claimant's opinion,
establish his right to such benefits.
The Committee will render its final decision with the specific
reason therefore in writing and will transmit it to the claimant by
certified mail within 60 days (or 120 days, if special
circumstances require an extension of time and the Claimant is
given written notice within the initial 60 day period) of any such
appearance. If the final decision is not made within such period,
it will be considered denied. If, upon review of a request for
benefits hereunder, the Committee finds the Participant ineligible
for such benefits, it shall inform the Participant in writing of
the reason or reasons for such denial. In the event any
Participant disagrees with the conclusions of the Committee, the
Committee must reconsider their decision based on the facts and
evidence presented to them by the Participant. Further, the
Committee must substantiate in writing to any Participant who
disagrees with the amount of his benefit the method under which the
benefit computations were made.
6.3 Records and Reports
The Committee shall maintain such records as may be necessary for
proper administration of the Plan and shall be responsible for
supplying all information and reports to the Internal Revenue
Service, Department of Labor, Participants, Beneficiaries and
others as required by law. Employees may examine records
pertaining directly to them.
6.4 Powers and Duties
The Committee shall have such powers and duties as are necessary
for the proper administration of the Plan, including but not
limited to the power to make decisions with respect to the
application and interpretation of the Plan. The Committee shall be
empowered to establish rules and regulations for the transactions
of its business and for the administration of the Plan. The
determinations of the Committee with respect to the interpretation,
application, or administration of the Plan shall be final, binding,
and conclusive upon each person or party interested or concerned.
6.5 Committee Action
In the event that the Employer appoints a person or persons to act
as the Committee, such Committee shall act by a majority of its
members at a meeting or in writing without a meeting. A member of
the Committee ho is also a Participant of the Plan shall not vote
or act as a member of the Committee upon any matter relating solely
to his rights or benefits under the Plan.
6.6 Reliance on Professional Advice
The Committee shall be entitled to rely conclusively on the advice
or opinion of any consultant, accountant, or attorney and such
persons may also act in their respective professional capacities as
advisors to the Employer.
6.7 Participant Information
The Committee may require a Participant to complete and file with
the Committee any and all forms approved by the Committee, and to
furnish all pertinent information requested by the Committee. The
Committee shall be entitled to rely upon all such information.
6.8 Standard of Care
The Committee must discharge its duties solely in the interest of
the Participants. The Committee must carry out its duties with the
care, skill, prudence and diligence under circumstances then
prevailing that a prudent man acting in a like capacity and
familiar with such matters would use in the conduct of an
enterprise of like character and with like aims. The Committee,
however, shall not be liable for any acts or decisions based on the
advice or opinion of any consultant, accountant or attorney
employed by the Committee in their respective professional
capacities as advisors to the Employer, provided, however, that the
Committee did not violate its general fiduciary duty in selecting
or retaining such advisor.
Article VII: Miscellaneous Provisions
7.1 No Right of Continued Employment
No Employee or Participant shall have any right or claim to any
benefit under the Plan except in accordance with the provisions of
the Plan. The adoption of the Plan shall not he construed as
creating any contract of employment between the Employer and any
Employee or otherwise conferring upon any Employee or other person
any legal right to continuation of employment, nor as limiting or
qualifying the right of the Employer to discharge any Employee
without regard to the effect that such discharge might have upon
his rights under the Plan.
7.2 Amendments
(a) The Employer expressly recognizes the authority of the Sponsor
to amend the Plan from time to time, and the Employer shall be
deemed to have consented to any such amendment. The Employer
shall receive a written instrument indicating the amendment of
the Plan and such amendment shall become effective as of the
effective date of such amendment.
(b) The Employer reserves the right to make from time to time any
amendments to this Plan which do not cause any part of
contributions hereunder to be used for any purpose other than
the exclusive benefit of Participants. Participants will be
provided with a copy of any such amendment within thirty days
of the later of: (i) such amendment's effective date, or (ii)
the date such amendment is adopted. If the Employer amends the
Plan, the Employer shall be deemed to have an individually
designed SEP and shall not be entitled to rely on the opinion
letter obtained by the Sponsor with respect to the Plan.
7.3 Termination
The Plan has been established with the intent that it be permanent,
but the Employer reserves the right to terminate the Plan at any
time.
7.4 Governing Law
The Plan shall be administered, construed and enforced in
accordance with the laws of the state wherein the Employer
maintains its principal place of business, except to the extent
preempted by the Employee Retirement Income Security Act of 1974,
as amended.
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POWER OF ATTORNEY
The undersigned hereby constitute and appoint Elizabeth Bachman,
Marie E. Connolly, Frederick C. Dey, Eric B. Fischman, Margaret Pardo,
John E. Pelletier, John J Pyburn, and Joseph F. Tower, and each of them,
with full power to act without the other, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her, and in his or her name, place and stead,
in any and all capacities (until revoked in writing) to sign any and all
amendments to the Registration Statement of Dreyfus Growth and Value
Funds, Inc. (including post-effective amendments and amendments thereto),
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing
ratifying and confirming all that said attorneys-in-fact and agents or any
of them, or their or his or her substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
/s/ Joseph S. DiMartino January 29, 1996
Joseph S. DiMartino
/s/ John M. Fraser, Jr.
John M. Fraser, Jr.
/s/ Ehud Houminer
Ehud Houminer
/s/ David J. Mahoney
David J. Mahoney
/s/ Gloria Messinger
Gloria Messinger
POWER OF ATTORNEY
The undersigned hereby constitute and appoint Elizabeth Bachman, Eric
B. Fischman, Margaret Pardo, John E. Pelletier, John J Pyburn, and Joseph
F. Tower, and each of them, with full power to act without the other, his
or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her, and in his or her name,
place and stead, in any and all capacities (until revoked in writing) to
sign any and all amendments to the Registration Statement of Dreyfus
Growth and Value Funds, Inc. (including post-effective amendments and
amendments thereto), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and
thing ratifying and confirming all that said attorneys-in-fact and agents
or any of them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Frederick C. Dey January 29, 1996
Frederick C. Dey
POWER OF ATTORNEY
The undersigned hereby constitute and appoint Elizabeth Bachman, Eric
B. Fischman, Margaret Pardo, John E. Pelletier, John J Pyburn, and Joseph
F. Tower, and each of them, with full power to act without the other, his
or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her, and in his or her name,
place and stead, in any and all capacities (until revoked in writing) to
sign any and all amendments to the Registration Statement of Dreyfus
Growth and Value Funds, Inc. (including post-effective amendments and
amendments thereto), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and
thing ratifying and confirming all that said attorneys-in-fact and agents
or any of them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
/s/ Marie E. Connolly January 29,1996
Marie E. Connolly
Other Exhibit (b)
DREYFUS GROWTH AND VALUE FUNDS, INC.
DREYFUS LARGE COMPANY GROWTH FUND
DREYUS AGGRESSIVE GROWTH FUND
DREYFUS LARGE COMPANY VALUE FUND
DREYFUS AGGRESSIVE VALUE FUND
DREYFUS MIDCAP VALUE FUND
DREYFUS SMALL COMPANY VALUE FUND
DREYFUS INTERNATIONAL GROWTH FUND
DREYFUS INTERNATIONAL VALUE FUND
DREYFUS EMERGING LEADERS FUND
Assistant Secretary's Certificate
I, Eric B. Fischman, Vice President and Assistant Secretary of
Dreyfus Growth and Value Funds, Inc. (the "Fund"), hereby certify that set
forth below is a copy of the resolution adopted by the Fund's Board
members by Written Consent dated January 29, 1996:
RESOLVED, that the Registration Statement and any and all
amendments and supplements thereto may be signed by any one
of Elizabeth Bachman, Frederick C. Dey, Eric B. Fischman,
Margaret Pardo, John E. Pelletier, John J. Pyburn, and Joseph
F. Tower as the attorney-in-fact for the proper officers of the
Fund, with full power of substitution and resubstitution; and that
the appointment of each of such persons as such attorney-in-fact,
hereby is authorized and approved; and that such attorneys-in-
fact, and each of them, shall have full power and authority to do
and perform each and every act and thing requisite and
necessary to be done in connection with such Registration
Statement and any and all amendments and supplements thereto,
as fully to all intents and purposes as the officer for whom he is
acting as attorney-in-fact, might or could do in person.
IN WITNESS WHEREOF, I have hereunto signed my name and affixed
the seal of the Fund on January 30, 1996.
/s/ Eric .Fischman
Eric B. Fischman
Vice President and Assistant Secretary
(SEAL)
