Registration Nos. 33-52929
811-7161
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
Pre-Effective Amendment No. 1 /X/
Post-Effective Amendment No. / /
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940 /X/
Amendment No. / /
(Check appropriate box or boxes)
DREYFUS INTERNATIONAL RECOVERY FUND, INC.
(Exact Name of Registrant as Specified in Charter)
c/o The Dreyfus Corporation
200 Park Avenue, New York, New York 10166
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212)
922-6130
Daniel C. Maclean, Esq.
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)
copy to:
Lewis G. Cole, Esq.
Stroock & Stroock & Lavan
7 Hanover Square
New York, New York 10004-2696
Approximate Date of Proposed Public Offering: As soon as
practicable after
this Registration Statement is declared effective.
It is proposed that this filing will become effective
(check appropriate box)
____ immediately upon filing pursuant to paragraph (b)
____ on (date) pursuant to paragraph (b)
____ 60 days after filing pursuant to paragraph (a)
____ on (date) pursuant to paragraph (a) of Rule 485.
<PAGE>
Cross-Reference Sheet Pursuant to Rule 495(a)
Items in
Part A of
Form N-1A Caption Page
1 Cover Cover Page
2 Synopsis 3
3 Condensed Financial Information *
4 General Description of Registrant 4
5 Management of the Fund 22
6 Capital Stock and Other Securities 38
7 Purchase of Securities Being Offered 23
8 Redemption or Repurchase 31
9 Pending Legal Proceedings *
Items in
Part B of
Form N-1A
10 Cover Page B-1
11 Table of Contents B-1
12 General Information and History *
13 Investment Objective and Policies B-2
14 Management of the Fund B-12
15 Control Persons and Principal Holders
of Securities B-12
16 Investment Advisory and Other Services B-16
17 Brokerage Allocation B-31
18 Capital Stock and Other Securities B-33
19 Purchase, Redemption and Pricing of
Securities Being Offered B-20, B-21, B-27
20 Tax Status B-28
21 Underwriters *
22 Calculations of Performance Data B-32
23 Financial Statements B-34
Items in
Part C of
Form N-1A
24 Financial Statements and Exhibits C-1
25 Persons Controlled by or Under Common
Control with Registrant C-2
26 Number of Holders of Securities C-2
27 Indemnification C-2
28 Business and Other Connections of
Investment Adviser C-3
29 Principal Underwriters C-32
30 Location of Accounts and Records C-42
31 Management Services C-42
32 Undertakings C-42
- ---------
*Omitted since answer is negative or inapplicable.
<PAGE>
June , 1994
DREYFUS INTERNATIONAL RECOVERY FUND, INC.
Supplement to Prospectus Dated June , 1994
The following information supplements and should be
read in conjunction with the section of the Fund's Prospectus
entitled "Management of the Fund."
The Fund's investment adviser, The Dreyfus Corporation
("Dreyfus"), has entered into an Agreement and Plan of Merger
providing for the merger of Dreyfus with a subsidiary of Mellon
Bank Corporation ("Mellon").
Following the merger, it is anticipated that Dreyfus
will be a direct subsidiary of Mellon Bank, N.A. Closing of
this
merger is subject to a number of contingencies, including the
receipt of certain regulatory approvals and the approvals of the
stockholders of Dreyfus and of Mellon. The merger is expected to
occur in August 1994, but could occur significantly
later.
<PAGE>
PROSPECTUS June , 1994
DREYFUS INTERNATIONAL RECOVERY FUND, INC.
Dreyfus International Recovery Fund, Inc. (the "Fund")
is an open-end, non-diversified, management investment company,
known as a mutual fund. Its goal is to provide you with capital
growth. The Fund will invest primarily in the equity securities
of foreign companies that are going through a difficult period
but where, in the judgment of the Fund's sub-investment adviser,
the marketplace is underpricing the prospects of recovery.
You can invest, reinvest or redeem Fund shares at any
time without charge or penalty imposed by the Fund. You can
purchase or redeem shares by telephone using Dreyfus
TeleTransfer.
The Dreyfus Corporation ("Dreyfus") will serve as the
Fund's investment adviser. Dreyfus has engaged M&G Investment
Management Limited ("M&G") to serve as the Fund's sub-investment
adviser and provide day-to-day management of the Fund's
investments. Dreyfus and M&G are referred to collectively as the
"Advisers."
The Fund bears certain costs pursuant to a Distribution
Plan adopted in accordance with Rule 12b-1 under the Investment
Company Act of 1940 and a Shareholder Services Plan.
This Prospectus sets forth concisely information about
the Fund that you should know before investing. It should be
read and retained for future reference.
Part B (also known as the Statement of Additional
Information), dated June , 1994, 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 1-800-554-4611. When
telephoning, ask for Operator 666.
Mutual Fund shares are not deposits or obligations of,
or guaranteed or endorsed by, any bank, and are not
federally insured by the Federal Deposit Insurance Corporation,
the Federal Reserve Board or any other agency. The net asset
value of funds of this type will fluctuate from time to time.
_______________________________________________________________
TABLE OF CONTENTS
Page
Annual Fund Operating Expenses. . . . . . . .
Description of the Fund . . . . . . . . . . .
Management of the Fund. . . . . . . . . . . .
How to Buy Fund Shares. . . . . . . . . . . .
Shareholder Services. . . . . . . . . . . . .
How to Redeem Fund Shares . . . . . . . . . .
Distribution Plan and Shareholder
Services Plan. . . . . . . . . . . . . . . .
Dividends, Distributions and Taxes. . . . . .
Performance Information . . . . . . . . . . .
General Information . . . . . . . . . . . . .
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
Management Fees . . . . . . . . . . . . . . . . . . . . .75%
12b-1 Fees . . . . . . . . . . . . . . . . . . . . . . .50%
Other Expenses. . . . . . . . . . . . . . . . . . . . . .85%
Total Fund Operating Expenses . . . . . . . . . . . . . 2.10%
EXAMPLE 1 Year 3 Years
You would pay the following
expenses on a $1,000 invest-
ment, assuming (1) 5% annual
return and (2) redemption at
the end of each time period: $21 $66
_________________________________________________________________
THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE
CONSIDERED AS REPRESENTATIVE OF FUTURE EXPENSES AND ACTUAL
EXPENSES MAY BE GREATER OR LESS THAN THOSE INDICATED. MOREOVER,
WHILE THE EXAMPLE ASSUMES A 5% ANNUAL RETURN, THE FUND'S ACTUAL
PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN GREATER
OR LESS THAN 5%.
_________________________________________________________________
The purpose of the foregoing table is to assist you in
understanding the various costs and expenses borne by the Fund,
and therefore indirectly by investors, the payment of which will
reduce investors' return on an annual basis. Other Expenses and
Total Fund Operating Expenses are based on estimated amounts for
the current fiscal year. The information in the foregoing table
does not reflect any 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. Long-term investors could pay more in 12b-1
fees than the economic equivalent of paying a front-end sales
charge. For a further description of the various costs and
expenses incurred in the operation of the Fund, as well as
expense reimbursement or waiver arrangements, see "Management of
the Fund," "How to Buy Fund Shares" and "Distribution Plan and
Shareholder Services Plan."
DESCRIPTION OF THE FUND
INVESTMENT OBJECTIVE
The Fund's goal is to provide you with capital growth.
The Fund's investment objective cannot be changed without
approval by the holders of a majority (as defined in the
Investment Company Act of 1940) of the Fund's outstanding voting
shares. There can be no assurance that the Fund's investment
objective will be achieved.
INVESTMENT APPROACH
M&G, the Fund's sub-investment adviser,
intends to employ a style of investing it calls
"recovery investing." This style involves identifying
companies that are going through a difficult period, but where,
in M&G's
judgement, the market place is undervaluing the prospects of
recovery. Companies, the stock of which is suitable for purchase
by the Fund,
should have, in M&G's opinion, adequate financial strength to
achieve the anticipated recovery and to provide the desired
measure of capital growth over a two to three year period. M&G
expects that a significant proportion of the Fund's investments
will be selected among medium (companies with market
capitalizations of between $ 750 million and $ 2.5 billion) and
smaller
(companies with market capitalizations of under $750 million)
capitalized companies; however, the Fund will not limit
the market capitalizations of companies in which it invests. M&G
continually will seek new holdings to replace those where the
prospects of recovery appear to have been fulfilled or where they
seem to have been unfounded. Capital growth is the Fund's sole
objective and income is not a consideration when investments are
selected. M&G has been applying this particular investment
discipline for more than 24 years and currently manages over $2
billion in U.K. managed accounts, which are similar to mutual
funds, using this style of investment.
MANAGEMENT POLICIES
It is a fundamental policy of the Fund 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 foreign (non-U.S.) issuers located throughout the
world. Equity securities consist of common stocks, convertible
securities and preferred stocks. Under normal market conditions,
it is expected that substantially all of the Fund's assets will
be invested in securities of foreign issuers. While there are no
prescribed limits on geographic asset distribution outside the
United States, the Fund ordinarily will seek to invest its assets
in at least three foreign countries.
The Fund may invest up to 35% of its total assets in
companies whose principal activities are in emerging markets.
The Fund may invest up to 5% of its assets in securities of
companies that have been in continuous operation for fewer than
three years. The Fund also may invest up to 5% of its assets in
debt securities, without limitation as to rating, of foreign
issuers that show "recovery" characteristics similar to those
shown by the Fund's equity investments. The Fund's policy is to
purchase marketable securities traded in markets throughout
the world; however 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. See "Certain Portfolio Securities--Illiquid
Securities" below.
The Fund may invest, in anticipation of investing cash
positions, 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 "Certain Portfolio Securities" below. The
Fund also may hold U.S. Government securities to meet certain
asset segregation requirements. Under normal market conditions,
the Fund expects to have less than 20% 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.
INVESTMENT TECHNIQUES
The Fund may engage in various investment techniques,
such as foreign exchange transactions, options and futures
transactions and lending portfolio securities, each of which
involves risk. See "Risk Factors" below. Options and
futures transactions involve so-called "derivative securities."
FOREIGN CURRENCY TRANSACTIONS--The Fund may engage in currency
exchange transactions to the extent consistent with its
investment objective or to hedge its portfolio. The Fund will
conduct its currency exchange transactions either on a spot
(i.e., cash) basis at the rate prevailing in the currency
exchange market, or through entering into forward contracts to
purchase or sell currencies. A forward currency exchange
contract involves an obligation to purchase or sell a specific
currency at a future date, which must be more than two days from
the date of the contract, at a price set at the time of the
contract. Forward currency exchange contracts are entered into
in the interbank market conducted directly between currency
traders (typically commercial banks or other financial
institutions) and their customers. The Fund also may combine
forward currency exchange contracts with investments in
securities denominated in other currencies.
The Fund also may maintain short positions in forward
currency exchange transactions, 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 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 short
positions, plus accrued interest, in certain cases, in accordance
with releases promulgated by the Securities and Exchange
Commission.
OPTIONS ON FOREIGN CURRENCY--The Fund may purchase and sell call
and put options on foreign currency for the purpose of hedging
against changes in future currency exchange rates. Call options
convey the right to buy the underlying currency at a price which
is expected to be lower than the spot price of the currency at
the time the option expires. Put options convey the right to
sell the underlying currency at a price which is anticipated to
be higher than the spot prices of the currency at the time the
option expires. The Fund may use foreign currency options for
the same purposes as forward currency exchange and futures
transactions, as described herein. See also "Call and Put
Options on Specific Securities" and "Currency Futures and Options
on Currency Futures" below.
CALL AND PUT OPTIONS ON SPECIFIC SECURITIES--The Fund may invest
up to 5% of its assets, represented by the premium paid, in the
purchase of call and put options in respect of specific
securities (or groups or "baskets" of specific securities) in
which the Fund may invest. The Fund may write covered call and
put option contracts to the extent of 20% of the value of its net
assets at the time such option contracts are written. A call
option gives the purchaser of the option the right to buy, and
obligates the writer to sell, the underlying security at the
exercise price at any time during the option period. Conversely,
a put option gives the purchaser of the option the right to sell,
and obligates the writer to buy, the underlying security at the
exercise price at any time during the option period. A covered
call option sold by the Fund, which is a call option with respect
to which the Fund owns the underlying security or securities,
exposes the Fund during the term of the option to possible loss
of opportunity to realize appreciation in the market price of the
underlying security or securities or to possible continued
holding of a security or securities which might otherwise have
been sold to protect against depreciation in the market price
thereof. A covered put option sold by the Fund exposes the Fund
during the term of the option to a decline in price of the
underlying security or securities. A put option sold by the Fund
is covered when, among other things, cash or liquid securities
are placed in a segregated account with the Fund's custodian to
fulfill the obligation undertaken.
To close out a position when writing covered options,
the Fund may make a "closing purchase transaction," which
involves purchasing an option on the same security or securities
with the same exercise price and expiration date as the option
which it has previously written. To close out a position as a
purchaser of an option, the Fund may make a "closing sale
transaction," which involves liquidating the Fund's position by
selling the option previously purchased. The Fund will realize a
profit or loss from a closing purchase or sale transaction
depending upon the difference between the amount paid to purchase
an option and the amount received from the sale thereof.
The Fund intends to treat options in respect of
specific securities that are not traded on a U.S. or foreign
national securities exchange and the securities underlying
covered call options written by the Fund as illiquid securities.
See "Certain Portfolio Securities--Illiquid Securities" below.
The Fund will purchase options only to the extent
permitted by the policies of state securities authorities in
states where shares of the Fund are qualified for offer and sale.
STOCK INDEX OPTIONS--The Fund may purchase and write put and call
options on stock indexes listed on U.S. or foreign securities
exchanges or traded in the over-the-counter market. A stock
index fluctuates with changes in the market values of the stocks
included in the index.
The effectiveness of purchasing or writing stock index
options will depend upon the extent to which price movements in
the Fund's investments correlate with price movements of the
stock index selected. Because the value of an index option
depends upon movements in the level of the index rather than the
price of a particular stock, whether the Fund will realize a gain
or loss from the purchase or writing of options on an index
depends upon movements in the level of stock prices in the stock
market generally or, in the case of certain indexes, in an
industry or market segment, rather than movements in the price of
a particular stock. Accordingly, successful use by the Fund of
options on stock indexes will be subject to the Advisers' ability
to predict correctly movements in the direction of the stock
market generally or of a particular industry. This requires
different skills and techniques than predicting changes in the
price of individual stocks.
When the Fund writes an option on a stock index, the
Fund will place in a segregated account with its custodian or
sub-custodian cash or liquid securities in an amount at least
equal to the market value of the underlying stock index and will
maintain the account while the option is open or otherwise will
cover the transaction.
FUTURES TRANSACTIONS--IN GENERAL--The Fund will not be a
commodity pool. However, as a substitute for a comparable market
position in the underlying securities and for hedging purposes,
the Fund may engage in futures and options on futures
transactions, as described below.
The Fund may trade futures contracts and options on
futures contracts in U.S. domestic markets, such as the Chicago
Board of Trade and the International Monetary Market of the
Chicago Mercantile Exchange, or, to the extent permitted under
applicable law, on exchanges located outside the United States,
such as the London International Financial Futures Exchange and
the Sydney Futures Exchange Limited. Foreign markets may offer
advantages such as trading in commodities that are not currently
traded in the United States or arbitrage possibilities not
available in the United States. Foreign markets, however, may
have greater risk potential than domestic markets. See "Risk
Factors--Foreign Commodity Transactions" below.
The Fund's commodities transactions must constitute
bona fide hedging or other permissible transactions pursuant to
regulations promulgated by the Commodity Futures Trading
Commission (the "CFTC"). In addition, the Fund may not engage in
such transactions if the sum of the amount of initial margin
deposits and premiums paid for unexpired commodity options, other
than for bona fide hedging transactions, would exceed 5% of the
liquidation value of the Fund's assets, after taking into account
unrealized profits and unrealized losses on such contracts it has
entered into; provided, however, that in the case of an option
that is in-the-money at the time of purchase, the in-the-money
amount may be excluded in calculating the 5%. Pursuant to
regulations and/or published positions of the Securities and
Exchange Commission, the 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.
Initially, when purchasing or selling futures contracts
the Fund will be required to deposit with its custodian in the
broker's name an amount of cash or cash equivalents up to
approximately 10% of the contract amount. This amount is subject
to change by the exchange or board of trade on which the contract
is traded and members of such exchange or board of trade may
impose their own higher requirements. This amount is known as
"initial margin" and is in the nature of a performance bond or
good faith deposit on the contract which is returned to the Fund
upon termination of the futures position, assuming all
contractual obligations have been satisfied. Subsequent
payments, known as "variation margin," to and from the broker
will be made daily as the price of the index or securities
underlying the futures contract fluctuates, making the long and
short positions in the futures contract more or less valuable, a
process known as "marking-to-market." At any time prior to the
expiration of a futures contract, the Fund may elect to close the
position by taking an opposite position, at the then prevailing
price, which will operate to terminate the Fund's existing
position in the contract.
Although the 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. If it is
not possible, or the Fund determines not, to close a futures
position in anticipation of adverse price movements, the Fund
will be required to make daily cash payments of variation margin.
In such circumstances, an increase in the value of the portion of
the portfolio being hedged, if any, may offset partially or
completely losses on the futures contract. However, no assurance
can be given that the price of the securities being hedged will
correlate with the price movements in a futures contract and thus
provide an offset to losses on the futures contract.
In addition, to the extent the Fund is engaging in a
futures transaction as a hedging device, due to the risk of an
imperfect correlation between securities in the Fund's portfolio
that are the subject of a hedging transaction and the futures
contract used as a hedging device, it is possible that the hedge
will not be fully effective in that, for example, losses on the
portfolio securities may be in excess of gains on the futures
contract or losses on the futures contract may be in excess of
gains on the portfolio securities that were the subject of the
hedge. In futures contracts based on indexes, the risk of
imperfect correlation increases as the composition of the Fund's
portfolio varies from the composition of the index. In an effort
to compensate for the imperfect correlation of movements in the
price of the securities being hedged and movements in the price
of futures contracts, the Fund may buy or sell futures contracts
in a greater or lesser dollar amount than the dollar amount of
the securities being hedged if the historical volatility of the
futures contract has been less or greater than that of the
securities. Such "over hedging" or "under hedging" may adversely
affect the Fund's net investment results if market movements are
not as anticipated when the hedge is established.
Successful use of futures by the Fund also is subject
to the Advisers' ability to predict correctly movements in the
direction of the market or interest rates. For example, if the
Fund has hedged against the possibility of a decline in the
market adversely affecting the value of securities held in its
portfolio and prices increase instead, the 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. In addition, in such situations, if the Fund has
insufficient cash, it may have to sell securities to meet daily
variation margin requirements. Such sales of securities may, but
will not necessarily, be at increased prices which reflect the
rising market. The Fund may have to sell securities at a time
when it may be disadvantageous to do so.
An option on a futures contract gives the purchaser the
right, in return for the premium paid, to assume a position in a
futures contract (a long position if the option is a call and a
short position if the option is a put) at a specified exercise
price at any time during the option exercise period. The writer
of the option is required upon exercise to assume an offsetting
futures position (a short position if the option is a call and a
long position if the option is a put). Upon exercise of the
option, the assumption of offsetting futures positions by the
writer and holder of the option will be accompanied by delivery
of the accumulated cash balance in the writer's futures margin
account which represents the amount by which the market price of
the futures contract, at exercise, exceeds, in the case of a
call, or is less than, in the case of a put, the exercise price
of the option on the futures contract.
Call options sold by the Fund with respect to futures
contracts will be covered by, among other things, entering into a
long position in the same contract at a price no higher than the
strike price of the call option, or by ownership of the
instruments underlying, or instruments the prices of which are
expected to move relatively consistently with the instruments
underlying, the futures contract. Put options sold by the Fund
with respect to futures contracts will be covered in the same
manner as put options on specific securities as described above.
STOCK INDEX FUTURES AND OPTIONS ON STOCK INDEX FUTURES--The Fund
may purchase and sell stock index futures contracts and options
on stock index futures contracts.
A stock index future obligates the seller to deliver
(and the purchaser to take) an amount of cash equal to a specific
dollar amount times the difference between the value of a
specific stock index at the close of the last trading day of the
contract and the price at which the agreement is made. No
physical delivery of the underlying stocks in the index is made.
With respect to stock indexes that are permitted investments, the
Fund intends to purchase and sell futures contracts on the stock
index for which it can obtain the best price with consideration
also given to liquidity.
The Fund may use index futures as a substitute for a
comparable market position in the underlying securities.
The price of stock index futures may not correlate
perfectly with the movement in the stock index because of certain
market distortions. First, all participants in the futures
market are subject to margin deposit and maintenance
requirements. Rather than meeting additional margin deposit
requirements, investors may close futures contracts through
offsetting transactions which would distort the normal
relationship between the index and futures markets. Secondly,
from the point of view of speculators, the deposit requirements
in the futures market are less onerous than margin requirements
in the securities market. Therefore, increased participation by
speculators in the futures market also may cause temporary price
distortions.
CURRENCY FUTURES AND OPTIONS ON CURRENCY FUTURES--The Fund may
purchase and sell currency futures contracts and options thereon.
See "Call and Put Options on Specific Securities" above. By
selling foreign currency futures, the Fund can establish the
number of U.S. dollars it will receive in the delivery month for
a certain amount of a foreign currency. In this way, if the Fund
anticipates a decline of a foreign currency against the U.S.
dollar, the Fund can attempt to fix the U.S. dollar value of some
or all of its securities that are denominated in that currency.
By purchasing foreign currency futures, the Fund can establish
the number of U.S. dollars it will be required to pay for a
specified amount of a foreign currency in the delivery month.
Thus, if the Fund intends to buy securities in the future and
expects the U.S. dollar to decline against the relevant foreign
currency during the period before the purchase is effected, the
Fund, for the price of the currency future, can attempt to fix
the price in U.S. dollars of the securities it intends to
acquire.
The purchase of options on currency futures will allow
the Fund, for the price of the premium it must pay for the
option, to decide whether or not to buy (in the case of a call
option) or to sell (in the case of a put option) a futures
contract at a specified price at any time during the period
before the option expires. If the Fund, in purchasing an option,
has been correct in its judgment concerning the direction in
which the price of a foreign currency would move as against the
U.S. dollar, it may exercise the option and thereby take a
futures position to hedge against the risk it had correctly
anticipated or close out the option position at a gain that will
offset, to some extent, currency exchange losses otherwise
suffered by the Fund. If exchange rates move in a way the Fund
did not anticipate, the Fund will have incurred the expense of
the option without obtaining the expected benefit. As a result,
the Fund's profits on the underlying securities transactions may
be reduced or overall losses incurred.
FUTURE DEVELOPMENTS--The Fund may take advantage of opportunities
in the area of options and futures contracts and options on
futures contracts and any other derivative investments which are
not presently contemplated for use by the Fund or which are not
currently available but which may be developed, to the extent
such opportunities are both consistent with the 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.
LENDING PORTFOLIO SECURITIES--From time to time, the Fund may
lend securities from its portfolio to brokers, dealers and other
financial institutions needing to borrow securities to complete
certain transactions. Such loans may not exceed 33-1/3% of the
value of the Fund's total assets. In connection with such loans,
the Fund will receive collateral consisting of cash, U.S.
Government securities or irrevocable letters of credit which will
be maintained at all times in an amount equal to at least 100% of
the current market value of the loaned securities. The Fund can
increase its income through the investment of such collateral.
The Fund continues to be entitled to payments in amounts equal to
the interest, dividends and other distributions payable on the
loaned security and receives interest on the amount of the loan.
Such loans will be terminable at any time upon specified notice.
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.
BORROWING MONEY--As a fundamental policy, the Fund is permitted
to borrow to the extent permitted under the Investment Company
Act of 1940. However, the Fund currently intends to borrow money
only for temporary or emergency (not leveraging) purposes, in an
amount up to 15% of the value of the Fund's total assets
(including the amount borrowed) valued at the lesser of cost or
market, less liabilities (not including the amount borrowed) at
the time the borrowing is made. While borrowings exceed 5% of
the Fund's total assets, the Fund will not make any additional
investments.
CERTAIN PORTFOLIO SECURITIES
AMERICAN, EUROPEAN AND CONTINENTAL DEPOSITARY RECEIPTS--The
Fund's assets may be invested in the securities of foreign
issuers in the form of American Depositary Receipts ("ADRs") and
European Depositary Receipts ("EDRs"). These securities may not
necessarily be denominated in the same currency as the securities
into which they may be converted. ADRs are receipts typically
issued by a United States bank or trust company which evidence
ownership of underlying securities issued by a foreign
corporation. EDRs, which are sometimes referred to as
Continental Depositary Receipts ("CDRs"), are receipts issued in
Europe typically by non-United States banks and trust companies
that evidence ownership of either foreign or domestic securities.
Generally, ADRs in registered form are designed for use in the
United States securities markets and EDRs and CDRs in bearer form
are designed for use in Europe. The Fund may invest in ADRs,
EDRs and CDRs 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.
CONVERTIBLE SECURITIES--The Fund may purchase convertible
securities, which are fixed-income securities, such as bonds or
preferred stock, which may be converted at a stated price within
a specified period of time into a specified number of shares of
common stock of the same or a different issuer. Convertible
securities are senior to common stock in a corporation's capital
structure, but usually are subordinated to non-convertible debt
securities. While providing a fixed-income stream (generally
higher in yield than the income derivable from a common stock but
lower than that afforded by a non-convertible debt security), a
convertible security also affords an investor the opportunity,
through its conversion feature, to participate in the capital
appreciation of the common stock into which it is convertible.
In general, the market value of a convertible security
is the higher of its "investment value" (i.e., its value as a
fixed-income security) or its "conversion value" (i.e., the value
of the underlying shares of common stock if the security is
converted). As a fixed-income security, the market value of a
convertible security generally increases when interest rates
decline and generally decreases when interest rates rise.
However, the price of a convertible security also is influenced
by the market value of the security's underlying common stock.
Thus, the price of a convertible security generally increases as
the market value of the underlying stock increases, and generally
decreases as the market value of the underlying stock declines.
Investments in convertible securities generally entail less risk
than investments in the common stock of the same issuer.
MONEY MARKET INSTRUMENTS
The Fund may invest, in the circumstances described
under "--Management Policies," in the following types of money
market instruments.
U.S. GOVERNMENT SECURITIES--The Fund may purchase securities
issued or guaranteed by the U.S. Government or its agencies or
instrumentalities, which include U.S. Treasury securities that
differ in their interest rates, maturities and times of issuance.
Treasury Bills have initial maturities of one year or less;
Treasury Notes have initial maturities of one to ten years; and
Treasury Bonds generally have initial maturities of greater than
ten years. Some obligations issued or guaranteed by U.S.
Government agencies and instrumentalities, for example,
Government National Mortgage Association pass-through
certificates, are supported by the full faith and credit of the
U.S. Treasury; others, such as those of the Federal Home Loan
Banks, by the right of the issuer to borrow from the U.S.
Treasury; others, such as those issued by the Federal National
Mortgage Association, by discretionary authority of the U.S.
Government to purchase certain obligations of the agency or
instrumentality; and others, such as those issued by the Student
Loan Marketing Association, only by the credit of the agency or
instrumentality. These securities bear fixed, floating or
variable rates of interest. Principal and interest may fluctuate
based on generally recognized reference rates or the relationship
of rates. While the U.S. Government provides financial support
to such U.S. Government-sponsored agencies or instrumentalities,
no assurance can be given that it will always do so, because the
U.S. Government is not obligated to do so by law.
BANK OBLIGATIONS--The Fund may purchase certificates of deposit,
time deposits, bankers' acceptances and other short-term
obligations of domestic banks, foreign subsidiaries of domestic
banks, foreign branches of domestic banks, and domestic and
foreign branches of foreign banks, domestic savings and loan
associations and other banking institutions. With respect to
such securities issued by foreign branches of domestic banks,
foreign subsidiaries of domestic banks, and domestic and foreign
branches of foreign banks, the Fund may be subject to additional
investment risks that are different in some respects from those
incurred by a fund which invests only in debt obligations of U.S.
domestic issuers. Such risks include possible future political
and economic developments, the possible imposition of foreign
withholding taxes on interest income payable on the securities,
the possible establishment of exchange controls or the adoption
of other foreign governmental restrictions which might adversely
affect the payment of principal and interest on these securities
and the possible seizure or nationalization of foreign deposits.
Certificates of deposit are negotiable certificates
evidencing the obligation of a bank to repay funds deposited with
it for a specified period of time.
Time deposits are non-negotiable deposits maintained in
a banking institution for a specified period of time at a stated
interest rate. Time deposits which may be held by the Fund will
not benefit from insurance from the Bank Insurance Fund or the
Savings Association Insurance Fund administered by the Federal
Deposit Insurance Corporation. The Fund will not invest more
than 15% of the value of its net assets in time deposits that are
illiquid and in other illiquid securities.
Bankers' acceptances are credit instruments evidencing
the obligation of a bank to pay a draft drawn on it by a
customer. These instruments reflect the obligation both of the
bank and of the drawer to pay the face amount of the instrument
upon maturity. The other short-term obligations may include
uninsured, direct obligations bearing fixed, floating or variable
interest rates.
REPURCHASE AGREEMENTS--Repurchase agreements involve the
acquisition by the Fund of an underlying debt instrument, subject
to an obligation of the seller to repurchase, and the Fund to
resell, the instrument at a fixed price usually not more than one
week after its purchase.
Certain costs may be incurred by the
Fund in connection with the sale of the securities if the seller
does not repurchase them in accordance with the repurchase
agreement. In addition, if bankruptcy proceedings are commenced
with respect to the seller of the securities, realization on the
securities by the Fund may be delayed or limited.
COMMERCIAL PAPER AND OTHER SHORT-TERM CORPORATE OBLIGATIONS--
Commercial paper consists of short-term, unsecured promissory
notes issued to finance short-term credit needs. The commercial
paper purchased by the Fund will consist only of direct
obligations which, at the time of their purchase, are (a) rated
not lower than Prime-1 by Moody's Investors Service Inc.
("Moody's"), A-1 by Standard & Poor's Corporation ("S&P"), F-1 by
Fitch Investors Service, Inc. ("Fitch") or Duff-1 by Duff &
Phelps, Inc. ("Duff"), (b) issued by companies having an
outstanding unsecured debt issue currently rated not lower than
Aa3 by Moody's or AA- by S&P, Fitch or Duff, or (c) if unrated,
determined by the Advisers to be of comparable quality to those
rated obligations which may be purchased by the Fund. The Fund
may purchase floating and variable rate demand notes and bonds,
which are obligations ordinarily having stated maturities in
excess of one year, but which permit the holder to demand payment
of principal at any time or at specified intervals.
WARRANTS--The Fund may invest up to 5% of its net assets in
warrants, except that this limitation does not apply to warrants
acquired in units or attached to securities. 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.
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
options traded in the over-the-counter market 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.
CERTAIN FUNDAMENTAL POLICIES
The Fund may (i) borrow money to the extent permitted
under the Investment Company Act of 1940; and (ii) invest up to
25% of the value of its total assets in the securities of issuers
in a single industry, provided that there is no such limitation
on investments in securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities. This paragraph
describes fundamental policies of the Fund that cannot be changed
without approval by the holders of a majority (as defined in the
Investment Company Act of 1940) of the Fund's outstanding voting
shares. See "Investment Objective and Management Policies--
Investment Restrictions" in the Fund's Statement of Additional
Information.
CERTAIN ADDITIONAL NON-FUNDAMENTAL POLICIES
The Fund may (i) purchase securities of any company
having less than three years' continuous operation (including
operations of any predecessors) if such purchase does not cause
the value of its investments in all such companies to exceed 5%
of the value of its total assets; (ii) pledge, hypothecate,
mortgage or otherwise encumber its assets, but only to secure
permitted borrowings; and (iii) invest up to 15% of the value of
its net assets in repurchase agreements providing for settlement
in more than seven days after notice and in other illiquid
securities. See "Investment Objective and Management Policies--
Investment Restrictions" in the Statement of Additional
Information.
RISK FACTORS
INVESTING IN FOREIGN SECURITIES--Foreign securities
markets generally are not as developed or efficient as those in
the United States. Securities of some foreign issuers are less
liquid and more volatile than securities of comparable U.S.
issuers. Similarly, volume and liquidity in most foreign
securities markets are less than in the United States and, at
times, volatility of price can be greater than in the United
States. The issuers of some of these securities, such as foreign
bank obligations, may be subject to less stringent or different
regulations than are U.S. issuers. In addition, there may be
less publicly available information about a non-U.S. issuer, and
non-U.S. issuers generally are not subject to uniform accounting
and financial reporting standards, practices and requirements
comparable to those applicable to U.S. issuers.
Because stock certificates and other evidences of
ownership of such securities usually are held outside the United
States, the Fund will be subject to additional risks which
include possible adverse political and economic developments,
possible seizure or nationalization of foreign deposits and
possible adoption of governmental restrictions that might
adversely affect the payment of principal, interest and dividends
on the foreign securities or might restrict the payment of
principal, interest and dividends to investors located outside
the country of the issuers, whether from currency blockage or
otherwise. Custodial expenses for a portfolio of non-U.S.
securities generally are higher than for a portfolio of U.S.
securities.
Developing countries have economic structures that are
generally less diverse and mature, and political systems that are
less stable, than those of developed countries. The markets of
developing countries may be more volatile than the markets of
more mature economies; however, such markets may provide higher
rates of return to investors. Many developing countries
providing investment opportunities for the Fund have experienced
substantial, and in some periods extremely high, rates of
inflation for many years. Inflation and rapid fluctuations in
inflation rates have had and may continue to have adverse effects
on the economies and securities markets of certain of these
countries. In an attempt to control inflation, wage and price
controls have been imposed in certain developing countries.
Since foreign securities often are purchased with and
payable in currencies of foreign countries, the value of these
assets as measured in U.S. dollars may be affected favorably or
unfavorably by changes in currency rates and exchange control
regulations. Some currency exchange costs may be incurred when
the Fund changes investments from one country to another.
Furthermore, some of these securities may be subject to
brokerage taxes levied by foreign governments, which have the
effect of increasing the cost of such investment and reducing the
realized gain or increasing the realized loss on such securities
at the time of sale. Income received by the Fund from sources
within foreign countries may be reduced by withholding or other
taxes imposed by such countries. Tax conventions between certain
countries and the United States, however, may reduce or eliminate
such taxes. All such taxes paid by the Fund will reduce its net
income available for distribution to investors.
FOREIGN CURRENCY EXCHANGE--Currency exchange rates may
fluctuate significantly over short periods of time. They
generally are determined by the forces of supply and demand in
the foreign exchange markets and the relative merits of
investments in different countries, actual or perceived changes
in interest rates and other complex factors, as seen from an
international perspective. Currency exchange rates also can be
affected unpredictably by intervention by U.S. or foreign
governments or central banks, or the failure to intervene, or by
currency controls or political developments in the United States
or abroad.
The foreign currency market offers less protection
against defaults in the forward trading of currencies than is
available when trading in currencies occurs on an exchange.
Since a forward currency contract is not guaranteed by an
exchange or clearinghouse, a default on the contract would
deprive the Fund of unrealized profits or force the Fund to cover
its commitments for purchase or resale, if any, at the current
market price.
FOREIGN COMMODITY TRANSACTIONS--Unlike trading on
domestic commodity exchanges, trading on foreign commodity
exchanges is not regulated by the CFTC and may be subject to
greater risks than trading on domestic exchanges. For example,
some foreign exchanges are principal markets so that no common
clearing facility exists and a trader may look only to the broker
for performance of the contract. In addition, unless the Fund
hedges against fluctuations in the exchange rate between the U.S.
dollar and the currencies in which trading is done on foreign
exchanges, any profits that the 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.
OTHER INVESTMENT CONSIDERATIONS--The Fund's net asset
value is not fixed and should be expected to fluctuate. You
should purchase Fund shares only as a supplement to an overall
investment program and only if you are willing to undertake the
risks involved.
The securities in which the Fund invests may be subject
to more abrupt or erratic market movements than the securities of
companies which are not going through the difficulties that have
made them attractive investments for the Fund. This risk occurs
principally because these issuers typically are subject to a
greater degree to changes, and anticipated changes, in earnings
and prospects. As a result, the Fund may be subject to greater
investment risks than those assumed by some other investment
companies. Small capitalization companies may be subject to a
greater degree of changes in earnings and business prospects and
are more volatile than larger companies.
Investors should be aware that equity securities
fluctuate in value, often based on factors unrelated to the value
of the issuer of the securities, and that fluctuations can be
pronounced. Changes in the value of the Fund's securities will
result in changes in the value of a Fund share and thus the
Fund's return to investors.
The use of investment techniques such as engaging in
financial futures and options transactions and lending portfolio
securities involves greater risk than that incurred by many other
funds with similar objectives. Using these techniques may
produce higher than normal portfolio turnover which usually
generates additional brokerage commissions and expenses. In
addition, short-term gains realized from portfolio transactions
are taxable to shareholders as ordinary income. The Fund's
ability to engage in certain short-term transactions may be
limited by the requirement that, to qualify as a regulated
investment company, the Fund must earn less than 30% of its gross
income from the disposition of securities held for less than
three months. This 30% test limits the extent to which the Fund
may sell securities held for less than three months, write
options expiring in less than three months and invest in certain
futures contracts, among other strategies. With exception of the
above requirement, the amount of portfolio activity will not be a
limiting factor when making portfolio decisions. Under normal
market conditions, the Fund's portfolio turnover rate generally
will not exceed 50%. See "Portfolio Transactions" in the
Statement of Additional Information.
The Fund's classification as a "non-diversified"
investment company means that the proportion of the Fund's assets
that may be invested in the securities of a single issuer is not
limited by the Investment Company Act of 1940. A "diversified"
investment company is required by the Investment Company Act of
1940 generally, with respect to 75% of its total assets, to
invest not more than 5% of such assets in the securities of a
single issuer and to hold not more than 10% of the outstanding
voting securities of a single issuer. However, the Fund intends
to conduct its operations so as to qualify as a "regulated
investment company" for purposes of the Internal Revenue Code of
1986, as amended (the "Code"), which requires that, at the end of
each quarter of its taxable year, (i) at least 50% of the market
value of the Fund's total assets be invested in cash, U.S.
Government securities, the securities of other regulated
investment companies and other securities, with such other
securities of any one issuer limited for the purposes of this
calculation to an amount not greater than 5% of the value of the
Fund's total assets and 10% of the outstanding voting securities
of such issuer, and (ii) not more than 25% of the value of its
total assets be invested in the securities of any one issuer
(other than U.S. Government securities or the securities of other
regulated investment companies). Since a relatively high
percentage of the Fund's assets may be invested in the securities
of a limited number of issuers, some of which may be within the
same industry or economic sector, the Fund's portfolio securities
may be more susceptible to any single economic, political or
regulatory occurrence than the portfolio securities of a
diversified investment company.
Investment decisions for the Fund are made
independently from those of other investment companies or
accounts advised by Dreyfus or M&G. However, if such other
investment companies or accounts are prepared to invest in, or
desire to dispose of, securities of the type in which the Fund
invests at the same time 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--Dreyfus, located at 200 Park Avenue, New
York, New York 10166, was formed in 1947 and serves as the Fund's
investment adviser. As of May 31, 1994, Dreyfus managed
or administered approximately $72 billion in assets for
more than $ 1.9 million investor accounts nationwide.
Dreyfus supervises and assists in the overall
management of the Fund's affairs under a Management Agreement
with the Fund, subject to the overall authority of the Fund's
Board of Directors in accordance with Maryland law.
Dreyfus has engaged M&G, located at Three Quays Tower
Hill, London EC3R 6BQ, England, to serve as the Fund's sub-
investment adviser. M&G, a registered investment adviser formed
in 1961, is a wholly-owned subsidiary of M&G Group P.L.C. As of
May 31, 1994, M&G managed approximately $21 billion in assets and
serves as the investment adviser of two other investment
companies.
M&G, subject to the supervision and approval of
Dreyfus, 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 Dreyfus, subject to the overall authority
of the Fund's Board of Directors in accordance with Maryland law.
The Fund's primary investment officer will be Paul D.A. Nix.
He has been employed by M&G since 1968. The Fund's other
investment officers are identified under "Management of the Fund"
in the Fund's Statement of Additional Information. Dreyfus also
provides research services for the Fund as well as for other
funds advised by Dreyfus through a professional staff of
portfolio managers and security analysts.
Under the Management Agreement, the Fund has agreed to
pay Dreyfus a monthly fee at the annual rate of .75 of 1% of the
value of the Fund's average daily net assets.
Under the Sub-Investment Advisory Agreement, Dreyfus
has agreed to pay M&G a monthly fee at the annual rate of .30 of
1% of the value of the Fund's average daily net assets.
EXPENSES--All expenses incurred in the operation of the Fund
will be borne by the Fund, except to the extent specifically
assumed by Dreyfus and/or M&G. The expenses to be borne by the
Fund will include: organizational costs, taxes, interest,
brokerage fees and commissions, if any, fees of Directors who are
not officers, directors, employees or holders of 5% or more of
the outstanding voting securities of Dreyfus or M&G or their
affiliates, Securities and Exchange Commission fees, state Blue
Sky qualification fees, advisory fees, charges of custodians,
transfer and dividend disbursing agents' fees, certain insurance
premiums, industry association fees, outside auditing and legal
expenses, costs of independent pricing services, costs of
maintaining the Fund's existence, costs attributable to investor
services (including, without limitation, telephone and personnel
expenses), costs of shareholders' reports and meetings, and any
extraordinary expenses. The Fund is subject to an annual
distribution fee for advertising, marketing and distributing its
shares and an annual service fee for ongoing personal services
relating to shareholder accounts and services related to the
maintenance of shareholder accounts. See "Distribution Plan and
Shareholder Services Plan."
The management fee paid by the Fund is higher than that
paid by most other investment companies. From time to time,
Dreyfus may waive receipt of its fee and/or voluntarily assume
certain expenses of the Fund, which would have the effect of
lowering the overall expense ratio of the Fund and increasing
yield to investors at the time such amounts are waived or
assumed, as the case may be. The Fund will not pay Dreyfus at a
later time for any amounts it may waive, nor will the Fund
reimburse Dreyfus for any amounts it may assume.
Dreyfus may pay Dreyfus Service Corporation for
shareholder and distribution services from Dreyfus' own assets,
including past profits but not including the management fee paid
by the Fund. Dreyfus Service Corporation may use part or all of
such payments to pay Service Agents in respect of these services.
CUSTODIAN AND TRANSFER AND DIVIDEND DISBURSING AGENT--The Bank of
New York, 110 Washington Street, New York, New York 10286, is the
Fund's Custodian. The Shareholder Services Group, Inc., a
subsidiary of First Data Corporation, P.O. Box 9671, Providence,
Rhode Island 02940-9671, is the Fund's Transfer and Dividend
Disbursing Agent (the "Transfer Agent").
HOW TO BUY FUND SHARES
The Fund's distributor is Dreyfus Service Corporation,
a wholly-owned subsidiary of Dreyfus located at 200 Park Avenue,
New York, New York 10166. The shares it distributes are not
deposits or obligations of The Dreyfus Security Savings Bank,
F.S.B. and therefore are not insured by the Federal Deposit
Insurance Corporation.
You can purchase Fund shares through Dreyfus Service
Corporation or certain financial institutions, securities dealers
and other industry professionals (collectively, "Service Agents")
that have entered into agreements with Dreyfus Service
Corporation. 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.
Management understands that some Service Agents may
impose certain conditions on their clients which are different
from those described in this Prospectus, and, to the extent
permitted by applicable regulatory authority, may charge their
clients direct fees which would be in addition to any amounts
which might be received under the Distribution Plan or
Shareholder Services Plan. Each Service Agent has agreed to
transmit to its clients a schedule of such fees. You should
consult your Service Agent in this regard.
The minimum initial investment is $2,500, or $1,000 if
you are a client of a Service Agent which has made an aggregate
minimum initial purchase for its customers of $2,500. Subsequent
investments must be at least $100. The initial investment must
be accompanied by the Fund's Account Application. For full-time
or part-time employees of Dreyfus or any of its affiliates or
subsidiaries, directors of Dreyfus, Board members of a fund
advised by Dreyfus, including members of the Fund's Board, or the
spouse or minor child of any of the foregoing, the minimum
initial investment is $1,000. For full-time or part-time
employees of Dreyfus or any of its affiliates or subsidiaries who
elect to have a portion of their pay directly deposited into
their Fund 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.
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." 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 #8900103817/Dreyfus International Recovery
Fund, Inc., 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, please call
1-800-645-6561 after completing your wire payment to obtain your
Fund account number. Please include your Fund account number on
the Fund's Account Application and promptly mail the Account
Application to the Fund, as no redemptions will be permitted
until the Account Application is received. You may obtain
further information about remitting funds in this manner from
your bank. All payments should be made in U.S. dollars and, to
avoid fees and delays, should be drawn only on U.S. banks. A
charge will be imposed if any check used for investment in your
account does not clear. The Fund makes available to certain
large institutions the ability to issue purchase instructions
through compatible computer facilities.
Subsequent investments also may be made by electronic
transfer of funds from an account maintained in a bank or other
domestic financial institution that is an Automated Clearing
House member. You must direct the institution to transmit
immediately available funds through the Automated Clearing House
to The Bank of New York with instructions to credit your Fund
account. The instructions must specify your Fund account
registration and your Fund account number preceded by the digits
"1111."
Fund shares are sold on a continuous basis at net asset
value per share next determined after an order in proper form is
received by the Transfer Agent or other agent. Net asset value
per share is determined as of the close of trading on the floor
of the New York Stock Exchange (currently 4:00 p.m., New York
time), on each day the New York Stock Exchange is open for
business. For purposes of determining net asset value, options
and futures contracts will be valued 15 minutes after the close
of trading on the floor of the New York Stock Exchange. Net
asset value per share is computed by dividing the value of the
Fund's net assets (i.e., the value of its assets less
liabilities) by the total number of 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 Fund's Board of Directors.
For further information regarding the methods employed in valuing
the Fund's investments, see "Determination of Net Asset Value" in
the Fund's Statement of Additional Information.
Federal regulations require that you provide a
certified TIN upon opening or reopening an account. See
"Dividends, Distributions and Taxes" and the Fund's Account
Application for further information concerning this requirement.
Failure to furnish a certified TIN to the Fund could subject you
to a $50 penalty imposed by the Internal Revenue Service (the
"IRS").
DREYFUS TELETRANSFER PRIVILEGE
You may purchase Fund shares (minimum $500, maximum
$150,000 per day) by telephone if you have checked the
appropriate box and supplied the necessary information on the
Fund's Account Application or have filed a Shareholder Services
Form with the Transfer Agent. The proceeds will be transferred
between the bank account designated in one of these documents and
your Fund account. Only a bank account maintained in a domestic
financial institution which is an Automated Clearing House member
may be so designated. The Fund may modify or terminate this
Privilege at any time or charge a service fee upon notice to
shareholders. No such fee currently is contemplated.
If you have selected the Dreyfus TeleTransfer
Privilege, you may request a Dreyfus TeleTransfer purchase of
Fund shares by telephoning 1-800-221-4060 or, if you are calling
from overseas, call 1-401-455-3306.
SHAREHOLDER SERVICES
The services and privileges described under this
heading may not be available to clients of certain Service Agents
and some Service Agents may impose certain conditions on their
clients which are different from those in this Prospectus. You
should consult your Service Agent in this regard.
EXCHANGE PRIVILEGE
The Exchange Privilege enables you to purchase, in
exchange for shares of the Fund, shares of certain other funds
managed or administered by Dreyfus, 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 Privilege, you should consult your
Service Agent or Dreyfus Service Corporation to determine if it
is available and whether any conditions are imposed on its use.
To use this Privilege, you or your Service Agent acting
on your behalf must give exchange instructions to the Transfer
Agent in writing, by wire or by telephone. If you previously
have established the Telephone Exchange Privilege, you may
telephone exchange instructions by calling 1-800-221-4060 or, if
you are calling from overseas, call 1-401-455-3306. See "How to
Redeem Fund Shares--Procedures." 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 from Dreyfus Service Corporation. 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. Telephone exchanges
may be made only if the appropriate "YES" box has been checked on
the Account Application, or a separate signed Shareholder
Services Form is on file with the Transfer Agent. 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: Exchange Privilege, Wire Redemption Privilege, Telephone
Redemption Privilege, Dreyfus TeleTransfer Privilege and the
dividend/capital gain distribution option (except for the Dreyfus
Dividend Sweep Privilege) selected by the investor.
Shares will be exchanged at the next determined net
asset value; however, a sales load may be charged with respect to
exchanges into funds sold with a sales load. If you are
exchanging into a fund that charges a sales load, you may qualify
for share prices which do not include the sales load or which
reflect a reduced sales load, if the shares of the fund from
which you are exchanging were: (a) purchased with a sales load,
(b) acquired by a previous exchange from shares purchased with a
sales load, or (c) acquired through reinvestment of dividends or
distributions paid with respect to the foregoing categories of
shares. To qualify, at the time of your exchange you must notify
the Transfer Agent or your Service Agent must notify Dreyfus
Service Corporation. 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 Exchange Privilege may be modified or terminated
at any time upon notice to shareholders.
The exchange of shares of one fund for shares of
another is treated for Federal income tax purposes as a sale of
the shares given in exchange by the shareholder and, therefore,
an exchanging shareholder may realize a taxable gain or loss.
DREYFUS AUTO-EXCHANGE PRIVILEGE
Dreyfus Auto-Exchange Privilege enables you to invest
regularly (on a semi-monthly, monthly, quarterly or annual
basis), in exchange for shares of the Fund, in shares of other
funds in the Dreyfus Family of Funds of which you are currently
an investor. The amount you designate, which can be expressed
either in terms of a specific dollar or share amount ($100
minimum), will be exchanged automatically on the first and/or
fifteenth day of the month according to the schedule you have
selected. Shares will be exchanged at the then-current net asset
value; however, a sales load may be charged with respect to
exchanges into funds sold with a sales load. See "Shareholder
Services" in the Statement of Additional Information. The right
to exercise this Privilege may be modified or canceled by the
Fund or the Transfer Agent. You may modify or cancel your
exercise of this Privilege at any time by mailing written
notification to The Dreyfus Family of Funds, P.O. Box 9671,
Providence, Rhode Island 02940-9671. The Fund may charge a
service fee for the use of this Privilege. No such fee currently
is contemplated. The exchange of shares of one fund for shares
of another is treated for Federal income tax purposes as a sale
of the shares given in exchange by the shareholder and,
therefore, an exchanging shareholder may realize a taxable gain
or loss. For more information concerning this Privilege and the
funds in the Dreyfus Family of Funds eligible to participate in
this Privilege, or to obtain a Dreyfus Auto-Exchange
Authorization Form, please call toll free 1-800-645-6561.
DREYFUS-AUTOMATIC ASSET BUILDER
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 bank 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 from Dreyfus Service Corporation.
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 the Privilege. The
appropriate form may be obtained from Dreyfus Service Corpora-
tion. Death or legal incapacity will terminate your participa-
tion in this Privilege. You may elect at any time to terminate
your participation by notifying in writing the appropriate
Federal agency. Further, the Fund may terminate your participa-
tion upon 30 days' notice to you.
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 a
shareholder to transfer electronically their
dividends or dividends and capital gains, if any, from the Fund
to a designated bank account. Only an account maintained at a
domestic financial institution which is an Automated Clearing
House member may be so designated. Banks may charge a fee for
this service.
For more information concerning these Privileges or to
request a Dividend Options Form, please call toll free 1-800-645-
6561. You may cancel these Privileges by mailing written
notification to The Dreyfus Family of Funds, P.O. Box 9671,
Providence, Rhode Island 02940-9671. Enrollment in or
cancellation of these Privileges is effective three business days
following receipt. These Privileges are available only for
existing accounts and may not be used to open new accounts.
Minimum subsequent investments do not apply for Dreyfus Dividend
Sweep. The Fund may modify or terminate these Privileges at any
time or charge a service fee. No such fee currently is
contemplated. Shares held under Keogh Plans or IRAs are not
eligible for Dreyfus Dividend Sweep.
DREYFUS 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 from Dreyfus Service Corporation. You may change the amount
of purchase or cancel the authorization only by written
notification to your employer. It is the sole responsibility of
your employer, not Dreyfus Service Corporation, Dreyfus, 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.
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 from Dreyfus Service Corporation. There is a service
charge of 50 cents for each withdrawal check. The Automatic
Withdrawal Plan may be ended at any time by you, the Fund or the
Transfer Agent. Shares for which certificates have been issued
may not be redeemed through the Automatic Withdrawal Plan.
RETIREMENT PLANS
The Fund offers a variety of pension and profit-sharing
plans, including Keogh Plans, IRAs, SEP-IRAs and IRA "Rollover
Accounts," 401(k) Salary Reduction Plans and 403(b)(7) Plans.
Plan support services also are available. You can obtain details
on the various plans by calling the following numbers toll free:
for Keogh Plans, please call 1-800-358-5566; for IRAs and IRA
"Rollover Accounts," please call 1-800-645-6561; and for SEP-
IRAs, 401(k) Salary Reduction Plans and 403(b)(7) Plans, please
call 1-800-322-7880.
HOW TO REDEEM FUND SHARES
GENERAL
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
directly through Dreyfus Service Corporation. Service Agents may
charge a nominal fee for effecting redemptions of Fund shares.
Any certificates representing Fund shares being redeemed must be
submitted with the redemption request. The value of the shares
redeemed may be more or less than their original cost, depending
upon the Fund's then-current net asset value.
The Fund ordinarily will make payment for all shares
redeemed within seven days after receipt by the Transfer Agent of
a redemption request in proper form, except as provided by the
rules of the Securities and Exchange Commission. HOWEVER, IF YOU
HAVE PURCHASED FUND SHARES BY CHECK, BY DREYFUS TELETRANSFER
PRIVILEGE OR THROUGH DREYFUS-AUTOMATIC ASSET BUILDER AND SUBSE-
QUENTLY SUBMIT A WRITTEN REDEMPTION REQUEST TO THE TRANSFER
AGENT, THE REDEMPTION PROCEEDS WILL BE TRANSMITTED TO YOU PROMPT-
LY UPON BANK CLEARANCE OF YOUR PURCHASE CHECK, DREYFUS TELETRANS-
FER 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, through the Wire Redemption
Privilege, through the Telephone Redemption Privilege, or through
the Dreyfus TeleTransfer Privilege. Other redemption procedures
may be in effect for investors who effect transactions in Fund
shares through Service Agents. The Fund makes available to
certain large institutions the ability to issue redemption
instructions through compatible computer facilities.
You may redeem or exchange Fund shares by telephone if
you have checked the appropriate box on the Fund's Account
Application or have filed a Shareholder Services Form with the
Transfer Agent. If you select a telephone redemption or exchange
privilege, you authorize the Transfer Agent to act on telephone
instructions from any person representing himself or herself to
be you or a representative of your Service Agent, and reasonably
believed by the Transfer Agent to be genuine. The Fund will
require the Transfer Agent to employ reasonable procedures, such
as requiring a form of personal identification, to confirm that
instructions are genuine and, if it does not follow such
procedures, the Fund or the Transfer Agent may be liable for any
losses due to unauthorized or fraudulent instructions. Neither
the Fund nor the Transfer Agent will be liable for following
telephone instructions reasonably believed to be genuine.
During times of drastic economic or market conditions,
you may experience difficulty in contacting the Transfer Agent by
telephone to request a redemption or exchange of Fund shares. In
such cases, you should consider using the other redemption pro-
cedures described herein. Use of these other redemption pro-
cedures may result in your redemption request being processed at
a later time than it would have been if telephone redemption had
been used. During the delay, the Fund's net asset value may
fluctuate.
REGULAR REDEMPTION--Under the regular redemption procedure, you
may redeem Fund shares by written request mailed to The Dreyfus
Family of Funds, P.O. Box 9671, Providence, Rhode Island 02940-
9671. Redemption requests may be delivered in person only to a
Dreyfus Financial Center. THESE REQUESTS WILL BE FORWARDED TO
THE FUND AND WILL BE PROCESSED ONLY UPON RECEIPT THEREBY. For
the location of the nearest Dreyfus Financial Center, please call
one of the telephone numbers listed under "General Information."
Redemption requests must be signed by each shareholder, including
each owner of a joint account, and each signature must be guar-
anteed. The Transfer Agent has adopted standards and procedures
pursuant to which signature-guarantees in proper form generally
will be accepted from domestic banks, brokers, dealers, credit
unions, national securities exchanges, registered securities
associations, clearing agencies and savings associations, as well
as from participants in the New York Stock Exchange Medallion
Signature Program, the Securities Transfer Agents Medallion
Program ("STAMP") and the Stock Exchanges Medallion Program. If
you have any questions with respect to signature-guarantees,
please call one of the telephone numbers listed under "General
Information."
Redemption proceeds of at least $1,000 will be wired to
any member bank of the Federal Reserve System in accordance with
a written signature-guaranteed request.
WIRE REDEMPTION PRIVILEGE--You may request by wire or telephone
that redemption proceeds (minimum $1,000) be wired to your
account at a bank which is a member of the Federal Reserve
System, or a correspondent bank if your bank is not a member. To
establish the Wire Redemption Privilege, you must check the
appropriate box and supply the necessary information on the
Fund's Account Application or file a Shareholder Services Form
with the Transfer Agent. You may direct that redemption proceeds
be paid by check (maximum $150,000 per day) made out to the
owners of record and mailed to your address. Redemption proceeds
of less than $1,000 will be paid automatically by check. Holders
of jointly registered Fund or bank accounts may have redemption
proceeds of only up to $250,000 wired within any 30-day period.
You may telephone redemption requests by calling 1-800-221-4060
or, if you are calling from overseas, call 1-401-455-3306. The
Fund reserves the right to refuse any redemption request,
including requests made shortly after a change of address, and
may limit the amount involved or the number of such requests.
This Privilege may be modified or terminated at any time by the
Transfer Agent or the Fund. The Fund's Statement of Additional
Information sets forth instructions for transmitting redemption
requests by wire. Shares held under Keogh Plans, IRAs or other
retirement plans, and shares for which certificates have been
issued, are not eligible for this Privilege.
TELEPHONE REDEMPTION PRIVILEGE--You may redeem Fund shares
(maximum $150,000 per day) by telephone if you have checked the
appropriate box on the Fund's Account Application or have filed a
Shareholder Services Form with the Transfer Agent. The
redemption proceeds will be paid by check and mailed to your
address. You may telephone redemption instructions by calling
1-800-221-4060 or, if you are calling from overseas, call
1-401-455-3306. The Fund reserves the right to refuse any
request made by telephone, including requests made shortly after
a change of address, and may limit the amount involved or the
number of telephone redemption requests. This Privilege may be
modified or terminated at any time by the Transfer Agent or the
Fund. Shares held under Keogh Plans, IRAs or other retirement
plans, and shares for which certificates have been issued, are
not eligible for this Privilege.
DREYFUS TELETRANSFER PRIVILEGE--You may redeem Fund shares
(minimum $500 per day) by telephone if you have checked the
appropriate box and supplied the necessary information on the
Fund's Account Application or have filed a Shareholder Services
Form with the Transfer Agent. The proceeds will be transferred
between your Fund account and the bank account designated in one
of these documents. Only such an account maintained in a
domestic financial institution which is an Automated Clearing
House member may be so designated. Redemption proceeds will be
on deposit in your account at an Automated Clearing House member
bank ordinarily two days after receipt of the redemption request
or, at your request, paid by check (maximum $150,000 per day) and
mailed to your address. Holders of jointly registered Fund or
bank accounts may redeem through the Dreyfus TeleTransfer
Privilege for transfer to their bank account only up to $250,000
within any 30-day period. The Fund reserves the right to refuse
any request made by telephone, including requests made shortly
after a change of address, and may limit the amount involved or
the number of such requests. The Fund may modify or terminate
this Privilege at any time or charge a service fee upon notice to
shareholders. No such fee currently is contemplated.
If you have selected the Dreyfus TeleTransfer
Privilege, you may request a Dreyfus TeleTransfer redemption of
Fund shares by telephoning 1-800-221-4060 or, if you are calling
from overseas, call 1-401-455-3306. Shares held under Keogh
Plans, IRAs or other retirement plans, and shares issued in
certificate form, are not eligible for this Privilege.
DISTRIBUTION PLAN AND SHAREHOLDER SERVICES PLAN
Fund shares are subject to a Distribution Plan and a
Shareholder Services Plan.
DISTRIBUTION PLAN--Under the Distribution Plan, adopted pursuant
to Rule 12b-1 under the Investment Company Act of 1940, the Fund
pays Dreyfus Service Corporation for advertising, marketing and
distributing Fund shares at an annual rate of .50 of 1% of the
value of the Fund's average daily net assets. Under the
Distribution Plan, Dreyfus Service Corporation may make payments
to Service Agents in respect of these services. Dreyfus Service
Corporation determines the amounts to be paid to Service Agents.
Service Agents receive such fees in respect of the average daily
value of Fund shares owned by their clients. From time to time,
Dreyfus Service Corporation may defer or waive receipt of fees
under the Distribution Plan while retaining the ability to be
paid by the Fund under the Distribution Plan thereafter. The
fees payable to Dreyfus Service Corporation under the
Distribution Plan for advertising, marketing and distributing
Fund shares and for payments to Service Agents are payable
without regard to actual expenses incurred.
The Fund bears the costs of preparing and printing
prospectuses and statements of additional information used for
regulatory purposes and for distribution to existing Fund
shareholders. Under the Distribution Plan, the Fund bears (a)
the costs of preparing, printing and distributing prospectuses
and statements of additional information used for other purposes
and (b) the costs associated with implementing and operating the
Distribution Plan, the aggregate of such amounts not to exceed in
any fiscal year of the Fund the greater of $100,000 or .005 of 1%
of the value of the Fund's average daily net assets for such
fiscal year.
SHAREHOLDER SERVICES PLAN--Under the Shareholder Services Plan,
the Fund pays Dreyfus Service Corporation 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.
Dreyfus Service Corporation may make payments to Service Agents
in respect of these services. Dreyfus Service Corporation
determines the amounts to be paid to Service Agents. Each
Service Agent is required to disclose to its clients any
compensation payable to it by the Fund pursuant to the
Shareholder Services Plan and any other compensation payable by
their clients in connection with the investment of their assets
in Fund shares.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The Fund ordinarily pays dividends from its net invest-
ment income and distributes net realized securities gains, if
any, once a year, but the Fund may make distributions on a more
frequent basis to comply with the distribution requirements of
the Code, in all events in a manner consistent with the
provisions of the Investment Company Act of 1940. The 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 Fund shares at
net asset value. All expenses are accrued daily and deducted
before declaration of dividends to investors.
Dividends paid by the Fund derived from net investment
income, together with distributions from net realized short-term
securities gains and gains from the sale or disposition of market
discount bonds realized by the Fund will be taxable to U.S.
shareholders as ordinary income whether received in cash or
reinvested in Fund 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, together with distributions from net
realized short-term securities gains and gains from the sale or
other disposition of market discount bonds, paid by the Fund to a
foreign investor generally are subject to U.S. nonresident
withholding taxes at the rate of 30%, unless the foreign investor
claims the benefit of a lower rate specified in a tax treaty.
Distributions from net realized long-term securities gains paid
by the Fund to a foreign investor as well as the proceeds of any
redemptions from a foreign investor's account, regardless of the
extent to which gain or loss may be realized, generally will not
be subject to U.S. nonresident withholding tax. However, such
distributions may be subject to backup withholding, as described
below, unless the foreign investor certifies his non-U.S.
residency status.
Notice as to the tax status of your dividends and
distributions will be mailed to you annually. You also will
receive periodic summaries of your account which will include
information as to dividends and distributions from securities
gains, if any, paid during the year.
Federal regulations generally require the Fund to
withhold ("backup withholding") and remit to the U.S. Treasury
31% of dividends, distributions from net realized securities
gains and the proceeds of any redemption, regardless of the
extent to which gain or loss may be realized, paid to a
shareholder if such shareholder fails to certify either that the
TIN furnished in connection with opening an account is correct or
that such shareholder has not received notice from the IRS of
being subject to backup withholding as a result of a failure to
properly report taxable dividend or interest income on a Federal
income tax return. Furthermore, the IRS may notify the Fund to
institute backup withholding if the IRS determines a
shareholder's TIN is incorrect or if a shareholder has failed to
properly report taxable dividend and interest income on a Federal
income tax return.
A TIN is either the Social Security number or employer
identification number of the record owner of the account. Any
tax withheld as a result of backup withholding does not consti-
tute an additional tax imposed on the record owner of the
account, and may be claimed as a credit on the record owner's
Federal income tax return.
It is expected that the Fund will qualify as a
"regulated investment company" under the Code so long as such
qualification is in the best interests of its shareholders. Such
qualification relieves the Fund of any liability for Federal
income tax to the extent its earnings are distributed in
accordance with applicable provisions of the Code. In addition,
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 in the Fund
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. Computations
of average annual total return for periods of less than one year
represent an annualization of the Fund's actual total return for
the applicable period.
Total return is computed on a per share basis and
assumes the reinvestment of dividends and distributions. Total
return generally is expressed as a percentage rate which is
calculated by combining the income and principal changes for a
specified period and dividing by the net asset value per share at
the beginning of the period. Advertisements may include the
percentage rate of total return or may include the value of a
hypothetical investment at the end of the period which assumes
the application of the percentage rate of total return.
Performance will vary from time to time and past
results are not necessarily representative of future results.
You should remember that performance is a function of portfolio
management in selecting the type and quality of portfolio
securities and is affected by operating expenses. Performance
information, such as that described above, may not provide a
basis for comparison with other investments or other investment
companies using a different method of calculating performance.
Comparative performance information may be used from
time to time in advertising or marketing the Fund's shares,
including data from Lipper Analytical Services, Inc., Morgan
Stanley Capital International World Index, Standard & Poor's 500
Composite Stock Price Index, Standard & Poor's MidCap 400 Index,
the Dow Jones Industrial Average, Morningstar, Inc. and other
industry publications.
GENERAL INFORMATION
The Fund was incorporated under Maryland law on March
31, 1994, and has not engaged in active business to the date of
this Prospectus. The Fund is authorized to issue 300 million
shares of Common Stock, par value $.001 per share. Each share
has one vote.
Unless otherwise required by the Investment Company Act
of 1940, ordinarily it will not be necessary for the Fund to hold
annual meetings of shareholders. As a result, Fund shareholders
may not consider each year the election of Directors or the
appointment of auditors. However, pursuant to the Fund's By-
Laws, the holders of at least 10% of the shares outstanding and
entitled to vote may require the Fund to hold a special meeting
of shareholders for purposes of removing a Director from office
or for any other purpose. Fund shareholders may remove a
Director by the affirmative vote of a majority of the Fund's
outstanding voting shares. In addition, the Board of Directors
will call a meeting of shareholders for the purpose of electing
Directors if, at any time, less than a majority of the Directors
then holding office have been elected by shareholders.
The Transfer Agent maintains a record of your ownership
and will send you confirmations and statements of account.
Shareholder inquires may be made by writing to the Fund
at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144,
or by calling toll free 1-800-645-6561. In New York City, call
1-718-895-1206; on Long Island, call 794-5452.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND IN THE FUND'S OFFICIAL SALES LITERATURE IN CONNEC-
TION WITH THE OFFER OF THE FUND'S SHARES, AND, IF GIVEN OR MADE,
SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED BY THE FUND. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER IN ANY STATE IN WHICH, OR TO ANY PERSON TO
WHOM, SUCH OFFERING MAY NOT LAWFULLY BE MADE.
<PAGE>
DREYFUS INTERNATIONAL RECOVERY FUND, INC.
PART B
(STATEMENT OF ADDITIONAL INFORMATION)
June , 1994
This Statement of Additional Information, which is not
a prospectus, supplements and should be read in conjunction with
the current Prospectus of Dreyfus International Recovery Fund,
Inc. (the "Fund"), dated June , 1994, as it may be
revised from
time to time. To obtain a copy of the Fund's Prospectus, please
write to the Fund at 144 Glenn Curtiss Boulevard, Uniondale, New
York 11556-0144, or call the following numbers:
Call Toll Free -- 1-800-645-6561
In New York City -- Call 1-718-895-1206
On Long Island -- Call 794-54521
The Dreyfus Corporation ("Dreyfus") serves as the
Fund's investment adviser. Dreyfus has engaged M&G Investment
Management Limited ("M&G") to serve as the Fund's sub-investment
adviser and provide day-to-day management of the Fund's
investments, subject to the supervision of Dreyfus. Dreyfus and
M&G are referred to collectively as the "Advisers."
Dreyfus Service Corporation (the "Distributor"), a
wholly-owned subsidiary of Dreyfus, is the distributor of the
Fund's shares.
TABLE OF CONTENTS
Page
Investment Objective and Management Policies. . . . . . B-2
Management of the Fund. . . . . . . . . . . . . . . . . B-12
Management Arrangements . . . . . . . . . . . . . . . . B-16
Distribution Plan and Shareholder Services Plan . . . . B-18
Purchase of Fund Shares . . . . . . . . . . . . . . . . B-20
Redemption of Fund Shares . . . . . . . . . . . . . . . B-21
Shareholder Services. . . . . . . . . . . . . . . . . . B-23
Determination of Net Asset Value. . . . . . . . . . . . B-27
Dividends, Distributions and Taxes. . . . . . . . . . . B-28
Portfolio Transactions. . . . . . . . . . . . . . . . . B-31
Performance Information . . . . . . . . . . . . . . . . B-32
Information About the Fund. . . . . . . . . . . . . . . B-33
Custodian, Transfer and Dividend Disbursing Agent,
Counsel and Independent Auditors. . . . . . . . . . . B-33
Financial Statement . . . . . . . . . . . . . . . . . . B-34
Report of Independent Auditors. . . . . . . . . . . . . B-35
<PAGE>
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE
READ IN CONJUNCTION WITH THE SECTION IN THE FUND'S PROSPECTUS
ENTITLED "DESCRIPTION OF THE FUND."
Portfolio Securities
Bank Obligations. Domestic commercial banks organized
under Federal law are supervised and examined by the Comptroller
of the Currency and are required to be members of the Federal
Reserve System and to have their deposits insured by the Federal
Deposit Insurance Corporation (the "FDIC"). Domestic banks
organized under state law are supervised and examined by state
banking authorities but are members of the Federal Reserve System
only if they elect to join. In addition, state banks whose
certificates of deposit ("CDs") may be purchased by the Fund are
insured by the FDIC (although such insurance may not be of
material benefit to the Fund, depending on the principal amount
of the CDs of each bank held by the Fund) and are subject to
Federal examination and to a substantial body of Federal law and
regulation. As a result of Federal or state laws and
regulations, domestic branches of domestic banks whose CDs may be
purchased by the Fund generally are required, among other things,
to maintain specified levels of reserves, are limited in the
amounts which they can loan to a single borrower and are subject
to other regulation designed to promote financial soundness.
However, not all of such laws and regulations apply to the
foreign branches of domestic banks.
Obligations of foreign branches of domestic banks,
foreign subsidiaries of domestic banks and domestic and foreign
branches of foreign banks, such as CDs and time deposits ("TDs"),
may be general obligations of the parent banks in addition to the
issuing branch, or may be limited by the terms of a specific
obligation and governmental regulation. Such obligations are
subject to different risks than are those of domestic banks.
These risks include foreign economic and political developments,
foreign governmental restrictions that may adversely affect
payment of principal and interest on the obligations, foreign
exchange controls and foreign withholding and other taxes on
interest income. These foreign branches and subsidiaries are not
necessarily subject to the same or similar regulatory
requirements that apply to domestic banks, such as mandatory
reserve requirements, loan limitations, and accounting, auditing
and financial record keeping requirements. In addition, less
information may be publicly available about a foreign branch of a
domestic bank or about a foreign bank than about a domestic bank.
Obligations of United States branches of foreign banks
may be general obligations of the parent bank in addition to the
issuing branch, or may be limited by the terms of a specific
obligation or by Federal or state regulation as well as
governmental action in the country in which the foreign bank has
its head office. A domestic branch of a foreign bank with assets
in excess of $1 billion may be subject to reserve requirements
imposed by the Federal Reserve System or by the state in which
the branch is located if the branch is licensed in that state.
In addition, Federal branches licensed by the
Comptroller of the Currency and branches licensed by certain
states ("State Branches") may be required to: (1) pledge to the
regulator, by depositing assets with a designated bank within the
state, a certain percentage of their assets as fixed from time to
time by the appropriate regulatory authority; and (2) maintain
assets within the state in an amount equal to a specified
percentage of the aggregate amount of liabilities of the foreign
bank payable at or through all of its agencies or branches within
the state. The deposits of Federal and State Branches generally
must be insured by the FDIC if such branches take deposits of
less than $100,000.
In view of the foregoing factors associated with the
purchase of CDs and TDs issued by foreign branches of domestic
banks, by foreign subsidiaries of domestic banks, by foreign
branches of foreign banks or by domestic branches of foreign
banks, the Advisers carefully evaluate such investments on a
case-by-case basis.
Emerging Market Securities. Emerging markets will
include any countries (i) having an "emerging stock market" as
defined by the International Finance Corporation; (ii) with low-
to middle-income economies according to the World Bank; or (iii)
listed in World Bank publications as developing. Currently, the
countries not included in these categories are Australia,
Austria, Belgium, Canada, Denmark, Finland, France, Germany,
Ireland, Italy, Japan, the Netherlands, New Zealand, Norway,
Spain, Sweden, Switzerland, the United Kingdom and the United
States. Issuers whose principal activities are in countries with
emerging markets include issuers: (1) organized under the laws
of, (2) whose securities have their primary trading market in,
(3) deriving at least 50% of their revenues or profits from goods
sold, investments made, or services performed in, or (4) having
at least 50% of their assets located in a country with, an
emerging market.
Repurchase Agreements. The Fund's custodian or sub-
custodian will have custody of, and will hold in a segregated
account, securities acquired by the 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, the Fund will enter into repurchase
agreements only with domestic banks with total assets in excess
of one billion dollars, or primary government securities dealers
reporting to the Federal Reserve Bank of New York, with respect
to securities of the type in which the 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. The Advisers will monitor on an ongoing basis the
value of the collateral to assure that it always equals or
exceeds the repurchase price. The Fund will consider on an
ongoing basis the creditworthiness of the institutions with which
it enters into repurchase agreements.
Commercial Paper and Other Short-Term Corporate
Obligations. Variable rate demand notes include variable amount
master demand notes, which are obligations that permit the 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. As mutually agreed between the parties, the Fund may
increase the amount under the notes at any time up to the full
amount provided by the note agreement, or decrease the amount,
and the borrower may repay up to the full amount of the note
without penalty. Because these obligations are direct lending
arrangements between the lender and borrower, it is not
contemplated that such instruments generally will be traded, and
there generally is no established secondary market for these
obligations, although they are redeemable at face value, plus
accrued interest, at any time. Accordingly, where these
obligations are not secured by letters of credit or other credit
support arrangements, the Fund's right to redeem is dependent on
the ability of the borrower to pay principal and interest on
demand. In connection with floating and variable rate demand
obligations, the Advisers will consider, on an ongoing basis,
earning power, cash flow and other liquidity ratios of the
borrower, and the borrower's ability to pay principal and
interest on demand. Such obligations frequently are not rated by
credit rating agencies, and the 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.
Illiquid Securities. When purchasing securities that
have not been registered under the Securities Act of 1933, as
amended, and are not readily marketable, the Fund will endeavor
to obtain the right to registration at the expense of the issuer.
Generally, there will be a lapse of time between the Fund's
decision to sell any such security and the registration of the
security permitting sale. During any such period, the price of
the securities will be subject to market fluctuations. However,
if a substantial market of qualified institutional buyers
develops pursuant to Rule 144A under the Securities Act of 1933,
as amended, for certain unregistered securities held by the Fund,
the Fund intends to treat certain unregistered securities as
liquid securities in accordance with procedures approved by the
Fund's Board of Directors. Because it is not possible to predict
with assurance how the market for restricted securities pursuant
to Rule 144A will develop, the Fund's Board of Directors has
directed the Advisers to monitor carefully the 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, the Fund's investing in such securities
may have the effect of increasing the level of illiquidity in the
Fund's portfolio during such period.
Management Policies
The Fund engages in the following practices in
furtherance of its objective.
Options Transactions. The Fund may engage in options
transactions, such as purchasing or writing covered call or put
options. The principal reason for writing covered call options
is to realize, through the receipt of premiums, a greater return
than would be realized on the Fund's portfolio securities alone.
In return for a premium, the writer of a covered call option
forfeits the right to any appreciation in the value of the
underlying security above the strike price for the life of the
option (or until a closing purchase transaction can be effected).
Nevertheless, the call writer retains the risk of a decline in
the price of the underlying security. Similarly, the principal
reason for writing covered put options is to realize income in
the form of premiums. The writer of a covered put option accepts
the risk of a decline in the price of the underlying security.
The size of the premiums that the Fund may receive may be
adversely affected as new or existing institutions, including
other investment companies, engage in or increase their option-
writing activities.
Options written ordinarily will have expiration dates
between one and nine months from the date written. The exercise
price of the options may be below, equal to or above the market
values of the underlying securities at the time the options are
written. In the case of call options, these exercise prices are
referred to as "in-the-money," "at-the-money" and "out-of-the-
money," respectively. The Fund may write (a) in-the-money call
options when the Advisers expect that the price of the underlying
security will remain stable or decline moderately during the
option period, (b) at-the-money call options when the Advisers
expect that the price of the underlying security will remain
stable or advance moderately during the option period and
(c) out-of-the-money call options when the Advisers expect that
the premiums received from writing the call option plus the
appreciation in market price of the underlying security up to the
exercise price will be greater than the appreciation in the price
of the underlying security alone. In these circumstances, if the
market price of the underlying security declines and the security
is sold at this lower price, the amount of any realized loss will
be offset wholly or in part by the premium received. Out-of-the-
money, at-the-money and in-the-money put options (the reverse of
call options as to the relation of exercise price to market
price) may be utilized in the same market environments that such
call options are used in equivalent transactions.
So long as the Fund's obligation as the writer of an
option continues, the Fund may be assigned an exercise notice by
the broker-dealer through which the option was sold, requiring
the Fund to deliver, in the case of a call, or take delivery of,
in the case of a put, the underlying security against payment of
the exercise price. This obligation terminates when the option
expires or the Fund effects a closing purchase transaction. The
Fund can no longer effect a closing purchase transaction with
respect to an option once it has been assigned an exercise
notice.
While it may choose to do otherwise, the Fund generally
will purchase or write only those options for which the Advisers
believe there is an active secondary market so as to facilitate
closing transactions. There is no assurance that sufficient
trading interest to create a liquid secondary market on a
securities exchange will exist for any particular option or at
any particular time, and for some options no such secondary
market may exist. A liquid secondary market in an option may
cease to exist for a variety of reasons. In the past, for
example, higher than anticipated trading activity or order flow,
or other unforeseen events, at times have rendered certain
clearing facilities inadequate and resulted in the institution of
special procedures, such as trading rotations, restrictions on
certain types of orders or trading halts or suspensions in one or
more options. There can be no assurance that similar events, or
events that otherwise may interfere with the timely execution of
customers' orders, will not recur. In such event, it might not
be possible to effect closing transactions in particular options.
If as a covered call option writer the 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.
Stock Index Options. The Fund may purchase and write
put and call options on stock indexes listed on U.S. or foreign
securities exchanges or traded in the over-the-counter market. A
stock index fluctuates with changes in the market values of the
stocks included in the index.
Options on stock indexes are similar to options on
stock except that (a) the expiration cycles of stock index
options are generally monthly, while those of stock options are
currently quarterly, and (b) the delivery requirements are
different. Instead of giving the right to take or make delivery
of a stock at a specified price, an option on a stock index gives
the holder the right to receive a cash "exercise settlement
amount" equal to (i) the amount, if any, by which the fixed
exercise price of the option exceeds (in the case of a put) or is
less than (in the case of a call) the closing value of the
underlying index on the date of exercise, multiplied by (ii) a
fixed "index multiplier." Receipt of this cash amount will
depend upon the closing level of the stock index upon which the
option is based being greater than, in the case of a call, or
less than, in the case of a put, the exercise price of the
option. The amount of cash received will be equal to such
difference between the closing price of the index and the
exercise price of the option expressed in dollars times a
specified multiple. The writer of the option is obligated, in
return for the premium received, to make delivery of this amount.
The writer may offset its position in stock index options prior
to expiration by entering into a closing transaction on an
exchange or it may let the option expire unexercised.
Futures Contracts and Options on Futures Contracts.
Upon exercise of an option, the writer of the option will deliver
to the holder of the option the futures position and the
accumulated balance in the writer's futures margin account, which
represents the amount by which the market price of the futures
contract exceeds, in the case of a call, or is less than, in the
case of a put, the exercise price of the option on the futures
contract. The potential loss related to the purchase of options
on futures contracts is limited to the premium paid for the
option (plus transaction costs). Because the value of the option
is fixed at the time of sale, there are no daily cash payments to
reflect changes in the value of the underlying contract; however,
the value of the option does change daily and that change would
be reflected in the net asset value of the Fund.
Foreign Currency Transactions. If the Fund enters into
a currency transaction, it will deposit, if so required by
applicable regulations, with its custodian cash or readily
marketable securities in a segregated account of the Fund in an
amount at least equal to the value of the Fund's total assets
committed to the consummation of the forward contract. If the
value of the securities placed in the segregated account
declines, additional cash or securities will be placed in the
account so that the value of the account will equal the amount of
the Fund's commitment with respect to the contract.
At or before the maturity of a forward contract, the
Fund either may sell a security and make delivery of the
currency, or retain the security and offset its contractual
obligation to deliver the currency by purchasing a second
contract pursuant to which the Fund will obtain, on the same
maturity date, the same amount of the currency which it is
obligated to deliver. If the Fund retains the portfolio security
and engages in an offsetting transaction, the Fund, at the time
of execution of the offsetting transaction, will incur a gain or
loss to the extent movement has occurred in forward contract
prices. Should forward prices decline during the period between
the Fund's entering into a forward contract for the sale of a
currency and the date it enters into an offsetting contract for
the purchase of the currency, the Fund will realize a gain to the
extent the price of the currency it has agreed to sell exceeds
the price of the currency it has agreed to purchase. Should
forward prices increase, the Fund will suffer a loss to the
extent the price of the currency it has agreed to purchase
exceeds the price of the currency it has agreed to sell.
The cost to the Fund of engaging in currency
transactions varies with factors such as the currency involved,
the length of the contract period and the market conditions then
prevailing. Because transactions in currency exchange usually
are conducted on a principal basis, no fees or commissions are
involved. The use of forward currency exchange contracts does
not eliminate fluctuations in the underlying prices of the
securities, but it does establish a rate of exchange that can be
achieved in the future. If a devaluation generally is
anticipated, the Fund may not be able to contract to sell the
currency at a price above the devaluation level it anticipates.
The requirements for qualification as a regulated investment
company under the Internal Revenue Code of 1986, as amended (the
"Code"), may cause the Fund to restrict the degree to which it
engages in currency transactions. See "Dividends, Distributions
and Taxes."
Lending Portfolio Securities. To a limited extent, the
Fund may lend its portfolio securities to brokers, dealers and
other financial institutions, provided it receives cash
collateral which at all times is maintained in an amount equal to
at least 100% of the current market value of the securities
loaned. By lending its portfolio securities, the Fund can
increase its income through the investment of the cash
collateral. For purposes of this policy, the Fund considers
collateral consisting of U.S. Government securities or
irrevocable letters of credit issued by banks whose securities
meet the standards for investment by the Fund to be the
equivalent of cash. From time to time, the 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 Fund's Board of Directors must terminate the
loan and regain the right to vote the securities if a material
event adversely affecting the investment occurs. These
conditions may be subject to future modification.
Risk Factors--Lower Rated Securities. The Fund is
permitted to invest in securities rated below Baa by Moody's
Investors Service, Inc. ("Moody's") and below BBB by Standard &
Poor's Corporation ("S&P"), Fitch Investors Service, Inc.
("Fitch") and Duff & Phelps, Inc. ("Duff") and as low as the
lowest rating assigned by Moody's, S&P, Fitch or Duff. Such
securities, though higher yielding, are characterized by risk.
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
Advisers' 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 and will fluctuate
over time. These securities are considered by S&P, Moody's,
Fitch and Duff, on balance, as 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.
Issues of 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 securities 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 any 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.
The 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 the Distributor
or any other persons concerning the acquisition of such
securities, and the Advisers will review carefully the credit and
other characteristics pertinent to such new issues.
Investment Restrictions. The Fund has adopted invest-
ment restrictions numbered 1 through 8 as fundamental policies.
These restrictions cannot be changed without approval by the
holders of a majority (as defined in the Investment Company Act
of 1940, as amended (the "Act")) of the Fund's outstanding voting
shares. Investment restrictions numbered 9 through 14 are not
fundamental policies and may be changed by vote of a majority of
the Fund's Directors at any time. The Fund may not:
1. 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.
2. Invest in commodities, except that the Fund may
purchase and sell options, forward contracts, futures contracts,
including those relating to indexes, and options on futures
contracts or indexes.
3. 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.
4. Borrow money, except to the extent permitted under
the Act. For purposes of this Investment Restriction, the entry
into options, forward contracts, futures contracts, including
those relating to indexes, and options on futures contracts or
indexes shall not constitute borrowing.
5. 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 guide-
lines established by the Securities and Exchange Commission and
the Fund's Board of Directors.
6. Act as an underwriter of securities of other
issuers, except to the extent the Fund may be deemed an under-
writer under the Securities Act of 1933, as amended, by virtue of
disposing of portfolio securities.
7. Issue any senior security (as such term is defined
in Section 18(f) of the Act), except to the extent the activities
permitted in Investment Restriction Nos. 2, 4, 11 and 12 may be
deemed to give rise to a senior security.
8. 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
indexes, and options on futures contracts or indexes.
9. 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.
10. 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.
11. 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 indexes, and options on futures
contracts or indexes.
12. Purchase, sell or write puts, calls or
combinations thereof, except as described in the Fund's
Prospectus and Statement of Additional Information.
13. 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.
14. Purchase securities of other investment companies,
except to the extent permitted under the Act.
If a percentage restriction is adhered to at the time
of investment, a later change in percentage resulting from a
change in values or assets will not constitute a violation of
such restriction.
The Fund may make commitments more restrictive than the
restrictions listed above so as to permit the sale of Fund shares
in certain states. Should the Fund determine that a commitment
is no longer in the best interest of the Fund and its
shareholders, the Fund reserves the right to revoke the
commitment by terminating the sale of Fund shares in the state
involved.
MANAGEMENT OF THE FUND
Directors and officers of the Fund, together with
information as to their principal business occupations during at
least the last five years, are shown below. Each Director who is
deemed to be an "interested person" of the Fund, as defined in
the Act, is indicated by an asterisk.
Directors and Officers of the Fund
*JOSEPH S. DiMARTINO, Director, President and Investment
Officer. President, Chief Operating Officer and a
director of Dreyfus, Executive Vice President and a
director of the Distributor and an officer, director or
trustee of other investment companies advised or
administered by Dreyfus. He is also a director of Noel
Group, Inc., a director and Corporate Member of The
Muscular Dystrophy Association and a Trustee of
Bucknell University. His address is 200 Park Avenue,
New York, New York 10166.
JOHN M. FRASER, JR., Director. President of Fraser Associates,
a service company for planning and arranging corporate
meetings and other events. From September 1975 to June
1978, he was Executive Vice President of Flagship
Cruises, Ltd. Prior thereto, he was Senior Vice
President and Resident Director of the Swedish-American
Line for the United States and Canada. His address is
965 Fifth Avenue, New York, New York 10021.
ROBERT R. GLAUBER, Director. Research Fellow, Center for
Business and Government at the John F. Kennedy School
of Government, Harvard University since January 1992.
He was Under Secretary of the Treasury for Finance at
the U.S. Treasury Department from May 1989 to January
1992. For more than five years prior thereto, he was a
Professor of Finance at the Graduate School of Business
Administration of Harvard University and, from 1985 to
1989, Chairman of its Advanced Management Program. His
address is 79 John F. Kennedy Street, Cambridge,
Massachusetts 02138.
JAMES F. HENRY, Director. President of the Center for Public
Resources, a non-profit organization principally
engaged in the development of alternatives to business
litigation. He was of counsel to the law firm of
Lovejoy, Wasson & Ashton from October 1975 to December
1976 and from October 1979 to June 1983, and was a
partner of that firm from January 1977 to September
1979. From September 1971 to December 1976, he was
President and a director of the Edna McConnell Clark
Foundation, a philanthropic organization. His address
is c/o Center for Public Resources, 366 Madison Avenue,
New York, New York 10017.
ROSALIND GERSTEN JACOBS, Director. Director of Merchandise and
Marketing for Corporate Property Investors, a real
estate investment company. From 1974 to 1976, she was
owner and manager of a merchandise and marketing
consulting firm. Prior to 1974, she was Vice President
of Macy's, New York. Her address is c/o Corporate
Property Investors, 305 East 47th Street, New York, New
York 10017.
*IRVING KRISTOL, Director. President and principal shareholder
of Irving Kristol, Inc., which serves as a consultant
to Dreyfus on economic matters. He is also John M.
Olin Distinguished Fellow of the American Enterprise
Institute for Public Policy Research. From 1969 to
1988, he was Professor of Social Thought at the
Graduate School of Business Administration, New York
University. From September 1969 to August 1979, he was
Henry R. Luce Professor of Urban Values at New York
University. He is also co-editor of The Public
Interest magazine and an author or co-editor of several
books. He is also a director of Lincoln National
Corporation, an insurance company, and Warner-Lambert
Company, a pharmaceutical and consumer products
company. His address is c/o The Public Interest, 1112
16th Street, N.W., Suite 530, Washington, D.C. 20036.
DR. PAUL A. MARKS, Director. President and Chief Executive
Officer of Memorial Sloan-Kettering Cancer Center. He
was Vice President for Health Sciences and Director of
the Cancer Center at Columbia University from 1973 to
September 1980, and Professor of Medicine and of Human
Genetics and Development at Columbia University from
1968 to 1982. He is also a director of Pfizer, Inc., a
pharmaceutical company, Tularik, Inc., a biotechnology
company, the Charles H. Revson Foundation and Life
Technologies, Inc., a life science company providing
products for cell and molecular biology and
microbiology. His address is c/o Memorial Sloan-
Kettering Cancer Center, 1275 York Avenue, New York,
New York 10021.
DR. MARTIN PERETZ, Director. Editor-in-Chief of The New
Republic magazine and a lecturer in social studies at
Harvard University, where he has been a member of the
faculty since 1965. He is also a director of Bank of
Leumi Trust Company of New York and Carmel Container
Corporation. His address is c/o The New Republic,
1220 19th Street, N.W., Washington, D.C. 20036.
*HOWARD STEIN, Director. Chairman of the Board and Chief
Executive Officer of the Manager, Chairman of the Board
of the Distributor and an officer, director, trustee or
general partner of other investment companies advised
or administered by the Manager. His address is 200
Park Avenue, New York, New York 10166.
BERT W. WASSERMAN, Director. Executive Vice President and
Chief Financial Officer since January 1990 and a
director from January 1990 to March 1993 of Time Warner
Inc. From 1981 to 1990, he was President and a
director of Warner Communications Inc. He is also a
member of the Chemical Bank National Advisory Board.
His address is c/o Time Warner Inc., 75 Rockefeller
Plaza, New York, New York 10019.
Mrs. Jacobs, Messrs. Fraser, Glauber, Henry
Kristol and and Wasserman and Drs. Marks and Peretz are also
directors of Dreyfus A Bonds Plus, Inc., Dreyfus Balanced Fund,
Inc., Dreyfus Growth Opportunity Fund, Inc., Dreyfus
International Equity Fund, Inc., The Dreyfus Leverage Fund, Inc.
and Dreyfus Money Market Instruments, Inc. and trustees of
Dreyfus Institutional Money Market Fund and Dreyfus Variable
Investment Fund. In addition, Mr. Glauber is a director of
Dreyfus California Municipal Income, Inc., The Dreyfus Fund
Incorporated, Dreyfus Municipal Income, Inc., Dreyfus New York
Municipal Income, Inc. and Dreyfus Worldwide Dollar Money Market
Fund, Inc. and a trustee of Dreyfus U.S. Government Income Fund.
For so long as the Fund's plans described in the
section captioned "Distribution Plan and Shareholder Services
Plan" remain in effect, the Directors of the Fund who are not
"interested persons" of the Fund, as defined in the Act, will be
selected and nominated by the Directors who are not "interested
persons" of the Fund.
Officers of the Fund Not Listed Above
PAUL D.A. NIX, Executive Vice President. Chairman,
International Investment Committee and a Director of
M&G. He is an officer of other investment companies
managed by Dreyfus and/or M&G.
MARK N. JACOBS, Vice President. Secretary and Deputy General
Counsel of Dreyfus and an officer of other investment
companies advised or administered by Dreyfus.
JEFFREY N. NACHMAN, Vice President and Treasurer. Vice
President-Mutual Fund Accounting of Dreyfus and an
officer of other investment companies advised or
administered by Dreyfus.
THOMAS J. DURANTE, Controller. Senior Accounting Manager in the
Fund Accounting Department of Dreyfus and an officer of
other investment companies advised or administered by
Dreyfus.
DANIEL C. MACLEAN, Secretary. Vice President and General
Counsel of Dreyfus, Secretary of the Distributor and an
officer of other investment companies advised or
administered by Dreyfus.
MICHAEL A. ROSENBERG, Assistant Secretary. Since October
1991, an Attorney in Dreyfus' Legal Department. From
October 1990 to October 1991, Associate with Sheriff,
Friedman, Hoffman & Goodman. From 1986 to September,
1989, Financial Analyst with the Securities and
Exchange Commission, Division of Investment Management.
CHRISTINE PAVALOS, Assistant Secretary. Assistant Secretary of
Dreyfus, the Distributor and other investment companies
advised or administered by Dreyfus.
The address of each officer of the Fund is 200 Park
Avenue, New York, New York 10166.
MANAGEMENT ARRANGEMENTS
The following information supplements and should be
read in conjunction with the section in the Fund's Prospectus
entitled "Management of the Fund."
Management Agreement. Dreyfus supervises investment
management of the Fund pursuant to the Management Agreement (the
"Management Agreement") dated June 13, 1994 between
Dreyfus and the Fund. The Management Agreement is subject to
annual approval by (i) the Fund's Board of Directors or (ii) vote
of a majority (as defined in the Act) of the Fund's outstanding
voting securities, provided that in either event its continuance
also is approved by a majority of the Fund's Directors who are
not "interested persons" (as defined in the Act) of the Fund or
Dreyfus, by vote cast in person at a meeting called for the
purpose of voting on such approval. The Management Agreement is
terminable without penalty, on 60 days' notice, by the Fund's
Directors or by vote of the holders of a majority of the Fund's
shares, or, on not less than 90 days' notice, by Dreyfus. The
Management Agreement will terminate automatically in the event of
its assignment (as defined in the Act).
In addition to the persons named in the section
entitled "Management of the Fund," the following persons also are
officers and/or directors of Dreyfus: Julian M. Smerling, Vice
Chairman of the Board of Directors; Alan M. Eisner, Vice
President and Chief Financial Officer; David W. Burke, Vice
President and Chief Administrative Officer; Robert F. Dubuss,
Vice President; Elie M. Genadry, Vice President--Institutional
Sales; Peter A. Santoriello, Vice President; Kirk V. Stumpp, Vice
President--New Product Development; Philip L. Toia, Vice
President; John J. Pyburn and Katherine C. Wickham, Assistant
Vice Presidents; Maurice Bendrihem, Controller; and Mandell L.
Berman, Alvin E. Friedman, Lawrence M. Greene, Abigail Q.
McCarthy and David B. Truman, directors.
Dreyfus pays the salaries of all officers and employees
employed by both it and the Fund, maintains office facilities,
and furnishes the Fund statistical and research data, clerical
help, accounting, data processing, bookkeeping and internal
auditing and certain other required services. Dreyfus also may
make such advertising and promotional expenditures using its own
resources, as it from time to time deems appropriate.
Sub-Investment Advisory Agreement. M&G provides
investment advisory assistance and day-to-day management of the
Fund's investments pursuant to the Sub-Investment Advisory
Agreement (the "Sub-Advisory Agreement") dated June 13,1994
between M&G and Dreyfus. The Sub-Advisory Agreement is subject
to annual approval by (i) the Fund's Board of Directors or (ii)
vote of a majority (as defined in the Act) of the Fund's
outstanding voting securities, provided that in either event the
continuance also is approved by a majority of the Fund's
Directors who are not "interested persons" (as defined in the
Act) of the Fund or M&G, by vote cast in person at a meeting
called for the purpose of voting on such approval. The
Sub-Advisory Agreement is terminable without penalty, (i) by
Dreyfus on 60 days' notice, (ii) by the Fund's Board of Directors
or by vote of the holders of a majority of the Fund's shares on
60 days' notice, or (iii) by M&G on not less than 90 days'
notice. The Sub-Advisory Agreement will terminate automatically
in the event of its assignment (as defined in the Act) or upon
the termination of the Management Agreement for any reason.
The following persons are officers and/or directors of
M&G: Laurence E. Linaker, Chairman of the Board of Directors;
David L. Morgan, Managing Director and a director; John P.
Allard, John W. Boeckmann, Gordon P. Craig, Robert A. R. Hayes,
Richard S. Hughes, David J. Hutchins, Peter D. Jones, James R.D.
Korner, Ewen A. Macpherson, Paul R. Marsh, Michael G. McLintock,
Nigel D. Morrison, Roger D. Nightingale, Paul D.A. Nix, William
J. Nott, Neil A. Pegrum, Duncan N. Robertson, J. Christopher
Whitaker, directors; and Anthony J. Ashplant, Secretary.
M&G provides day-to-day management of the Fund's
investments in accordance with the stated policies of the Fund,
subject to the supervision of Dreyfus and approval of the Fund's
Board of Directors. Dreyfus and M&G provide the Fund with
Investment Officers who are authorized by the Board of Directors
to execute purchases and sales of securities. The Fund's
Investment Officers are Joseph S. DiMartino, David L. Morgan,
Paul D.A. Nix and William Vincent. Dreyfus also maintains a
research department with a professional staff of portfolio
managers and securities analysts who provide research services
for the Fund as well as other funds advised by Dreyfus. All
purchases and sales are reported for the Board of Directors'
review at the meeting subsequent to such transactions.
Expenses. All expenses incurred in the operation of
the Fund are borne by the Fund, except to the extent specifically
assumed by Dreyfus and/or M&G. The expenses borne by the Fund
include: organizational costs, taxes, interest, brokerage fees
and commissions, if any, fees of Directors who are not officers,
directors, employees or holders of 5% or more of the outstanding
voting securities of Dreyfus or M&G or any of their affiliates,
Securities and Exchange Commission fees, state Blue Sky
qualification fees, advisory fees, charges of custodians,
transfer and dividend disbursing agents' fees, certain insurance
premiums, industry association fees, outside auditing and legal
expenses, costs of maintaining the Fund's existence, costs of
independent pricing services, costs attributable to investor
services (including, without limitation, telephone and personnel
expenses), costs of shareholders' reports and meetings, and any
extraordinary expenses. The Fund is subject to an annual
distribution fee for advertising, marketing and distributing its
shares and an annual service fee for ongoing personal services
relating to shareholder accounts and services related to the
maintenance of shareholder accounts. See "Distribution Plan and
Shareholder Services Plan."
Dreyfus and M&G have agreed that if in any fiscal year
the aggregate expenses of the Fund, exclusive of interest, taxes,
brokerage 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, Dreyfus and M&G will
bear the excess expense in proportion to their management fee and
sub-advisory fee to the extent required by state law. Such
payment, if any, will be estimated daily, and reconciled and paid
on a monthly basis.
DISTRIBUTION PLAN AND SHAREHOLDER SERVICES PLAN
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE
READ IN CONJUNCTION WITH THE SECTION IN THE FUND'S PROSPECTUS
ENTITLED "DISTRIBUTION PLAN AND SHAREHOLDER SERVICES PLAN."
The Fund's shares are subject to a Distribution Plan
and a Shareholder Services Plan.
Distribution Plan. Rule 12b-1 (the "Rule") adopted by
the Securities and Exchange Commission under the Act provides,
among other things, that an investment company may bear expenses
of distributing its shares only pursuant to a plan adopted in
accordance with the Rule. The Fund's Board of Directors has
adopted such a plan (the "Distribution Plan") with respect to the
Fund's shares, pursuant to which the Fund pays the Distributor
for advertising, marketing and distributing the Fund's shares.
Under the Distribution Plan, the Distributor may make payments to
certain financial institutions, securities dealers and other
financial industry professionals (collectively, "Service Agents")
in respect to these services. The Fund's Board of Directors
believes that there is a reasonable likelihood that the
Distribution Plan will benefit the Fund and its shareholders. In
some states, certain financial institutions effecting
transactions in Fund shares may be required to register as
dealers pursuant to state law.
A quarterly report of the amounts expended under the
Distribution Plan, and the purposes for which such expenditures
were incurred, must be made to the Directors for their review.
In addition, the Distribution Plan provides that it may not be
amended to increase materially the costs which Fund shareholders
may bear for distribution pursuant to the Distribution Plan
without shareholder approval and that other material amendments
of the Distribution Plan must be approved by the Board of
Directors, and by the Directors who are not "interested persons"
(as defined in the Act) of the Fund and have no direct or
indirect financial interest in the operation of the Distribution
Plan or in any agreements entered into in connection with the
Distribution Plan, by vote cast in person at a meeting called for
the purpose of considering such amendments. The Distribution
Plan is subject to annual approval by such vote of the Directors
cast in person at a meeting called for the purpose of voting on
the Distribution Plan. The Distribution Plan was so approved by
the Directors at a meeting held on June 13, 1994. The
Distribution Plan may be terminated at any time by vote of a
majority of the Directors who are not "interested persons" and
have no direct or indirect financial interest in the operation of
the Distribution Plan or in any agreements entered into in
connection with the Distribution Plan or by vote of the holders
of a majority of the Fund's shares.
Shareholder Services Plan. The Fund has adopted a
Shareholder Services Plan, pursuant to which the Fund pays the
Distributor for the provision of certain services to Fund
shareholders.
A quarterly report of the amounts expended under the
Shareholder Services Plan, and the purposes for which such
expenditures were incurred, must be made to the Directors for
their review. In addition, the Shareholder Services Plan
provides that it may not be amended without approval of the
Directors, and by the Directors who are not "interested persons"
(as defined in the Act) of the Fund and have no direct or
indirect financial interest in the operation of the 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.
The Shareholder Services Plan is subject to annual approval by
such vote of the Directors cast in person at a meeting called for
the purpose of voting on the Shareholder Services Plan. The
Shareholder Services Plan was so approved on June 13, 1994. The
Shareholder Services Plan is terminable at any time by vote of a
majority of the Directors who are not "interested persons" and
have no direct or indirect financial interest in the operation of
the Shareholder Services Plan or in any agreements entered into
in connection with the Shareholder Services Plan.
PURCHASE OF FUND SHARES
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE
READ IN CONJUNCTION WITH THE SECTION IN THE FUND'S PROSPECTUS
ENTITLED "HOW TO BUY FUND SHARES."
The Distributor. The Distributor serves as the Fund's
distributor pursuant to an agreement which is renewable annually.
The Distributor also acts as distributor for the other funds in
the Dreyfus Family of Funds and for certain other investment
companies.
Dreyfus TeleTransfer Privilege. Dreyfus TeleTransfer
purchase orders may be made between the hours of 8:00 a.m. and
4:00 p.m., New York time, on any business day that The
Shareholder Services Group, Inc., the Fund's transfer and
dividend disbursing agent (the "Transfer Agent"), and the New
York Stock Exchange are open. Such purchases will be credited to
the shareholder's Fund account on the next bank business day. To
qualify to use the Dreyfus TeleTransfer Privilege, the initial
payment for purchase of Fund shares must be drawn on, and
redemption proceeds paid to, the same bank and account as are
designated on the Account Application or Shareholder Services
Form on file. If the proceeds of a particular redemption are to
be wired to an account at any other bank, the request must be in
writing and signature-guaranteed. See "Redemption of Fund
Shares--Dreyfus TeleTransfer Privilege."
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.
REDEMPTION OF FUND SHARES
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE
READ IN CONJUNCTION WITH THE SECTION IN THE FUND'S PROSPECTUS
ENTITLED "HOW TO REDEEM FUND SHARES."
Wire Redemption Privilege. By using this Privilege,
the investor authorizes the Transfer Agent to act on wire or
telephone redemption instructions from any person representing
himself or herself to be the investor, or a representative of the
investor's Service Agent, and reasonably believed by the Transfer
Agent to be genuine. Ordinarily, the Fund will initiate payment
for shares redeemed pursuant to this Privilege on the next
business day after receipt if the Transfer Agent receives the
redemption request in proper form. Redemption proceeds will be
transferred by Federal Reserve wire only to the commercial bank
account specified by the investor on the Account Application or
Optional Services Form. Redemption proceeds, if wired, must be
in the amount of $1,000 or more and will be wired to the
investor's account at the bank of record designated in the
investor's file at the Transfer Agent, if the investor's bank is
a member of the Federal Reserve System, or to a correspondent
bank if the investor's bank is not a member. Fees ordinarily are
imposed by such bank and usually are borne by the investor.
Immediate notification by the correspondent bank to the
investor's bank is necessary to avoid a delay in crediting the
funds to the investor's bank account.
Investors with access to telegraphic equipment may wire
redemption requests to the Transfer Agent by employing the
following transmittal code which may be used for domestic or
overseas transmissions:
Transfer Agent's
Transmittal Code Answer Back Sign
144295 144295 TSSG PREP
Investors who do not have direct access to telegraphic
equipment may have the wire transmitted by contacting a TRT
Cables operator at 1-800-654-7171, toll free. Investors should
advise the operator that the above transmittal code must be used
and should also inform the operator of the Transfer Agent's
answer back sign.
To change the commercial bank or account designated to
receive redemption proceeds, a written request must be sent to
the Transfer Agent. This request must be signed by each
shareholder, with each signature guaranteed as described below
under "Stock Certificates; Signatures."
Dreyfus TeleTransfer Privilege. Investors should be
aware that if they have selected the Dreyfus TeleTransfer
Privilege, any request for a wire redemption will be effected as
a Dreyfus TeleTransfer transaction through the Automated Clearing
House ("ACH") system unless more prompt transmittal specifically
is requested. Redemption proceeds will be on deposit in the
investor's account at an ACH member bank ordinarily two business
days after receipt of the redemption request. See "Purchase of
Fund Shares--Dreyfus TeleTransfer Privilege."
Stock Certificates; Signatures. Any certificates
representing Fund shares to be redeemed must be submitted with
the redemption request. Written redemption requests must be
signed by each shareholder, including each holder of a joint
account, and each signature must be guaranteed. Signatures on
endorsed certificates submitted for redemption also must be
guaranteed. The Transfer Agent has adopted standards and
procedures pursuant to which signature-guarantees in proper form
generally will be accepted from domestic banks, brokers, dealers,
credit unions, national securities exchanges, registered
securities associations, clearing agencies and savings
associations, as well as from participants in the New York Stock
Exchange Medallion Signature Program, the Securities Transfer
Agents Medallion Program ("STAMP") and the Stock Exchanges
Medallion Program. Guarantees must be signed by an authorized
signatory of the guarantor and "Signature-Guaranteed" must appear
with the signature. The Transfer Agent may request additional
documentation from corporations, executors, administrators,
trustees or guardians, and may accept other suitable verification
arrangements from foreign investors, such as consular
verification. For more information with respect to signature-
guarantees, please call one of the telephone numbers listed on
the cover.
Redemption Commitment. The Fund has committed itself
to pay in cash all redemption requests by any shareholder of
record, limited in amount during any 90-day period to the lesser
of $250,000 or 1% of the value of the 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 of Directors reserves the right to make payments in whole
or in part in securities or other assets in case of an emergency
or any time a cash distribution would impair the liquidity of the
Fund to the detriment of the existing shareholders. In such
event, the securities would be valued in the same manner as the
Fund's portfolio is 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 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 THE FUND'S PROSPECTUS
ENTITLED "SHAREHOLDER SERVICES."
Exchange Privilege. Shares of other funds purchased by
exchange will be purchased on the basis of relative net asset
value per share as follows:
A. Exchanges for shares of funds that are offered without
a sales load will be made without a sales load.
B. Shares of funds purchased without a sales load may be
exchanged for shares of other funds sold with a sales
load, and the applicable sales load will be deducted.
C. Shares of funds purchased with a sales load may be
exchanged without a sales load for shares of other
funds sold without a sales load.
D. Shares of funds purchased with a sales load, shares of
funds acquired by a previous exchange from shares
purchased with a sales load and additional shares
acquired through reinvestment of dividends or
distributions of any such funds (collectively referred
to herein as "Purchased Shares") may be exchanged for
shares of other funds sold with a sales load (referred
to herein as "Offered Shares"), provided that, if the
sales load applicable to the Offered Shares exceeds the
maximum sales load that could have been imposed in
connection with the Purchased Shares (at the time the
Purchased Shares were acquired), without giving effect
to any reduced loads, the difference will be deducted.
To accomplish an exchange under item D above,
shareholders must notify the Transfer Agent of their prior
ownership of fund shares and their account number.
To use this Privilege, an investor or the investor's
Service Agent acting on the investor's behalf must give exchange
instructions to the Transfer Agent in writing, by wire or by
telephone. Telephone exchanges may be made only if the
appropriate "YES" box has been checked on the Account
Application, or a separate signed Shareholder Services Form is on
file with the Transfer Agent. By using this Privilege, the
investor authorizes the Transfer Agent to act on telephonic,
telegraphic or written exchange instructions from any person
representing himself or herself to be the investor or a
representative of the investor's Service Agent, and reasonably
believed by the Transfer Agent to be genuine. Telephone
exchanges may be subject to limitations as to the amount involved
or the number of telephone exchanges permitted. Shares issued in
certificate form are not eligible for telephone exchange.
To establish a Personal Retirement Plan by exchange,
shares of the fund being exchanged must have a value of at least
the minimum initial investment required for the fund into which
the exchange is being made. For Dreyfus-sponsored Keogh Plans,
IRAs and IRAs set up under a Simplified Employee Pension Plan
("SEP-IRAs") with only one participant, the minimum initial
investment is $750. To exchange shares held in Corporate Plans,
403(b)(7) Plans and SEP-IRAs with more than one participant, the
minimum initial investment is $100 if the plan has at least
$2,500 invested among the funds in the Dreyfus Family of Funds.
To exchange shares held in Personal Retirement Plans, the shares
exchanged must have a current value of at least $100.
Dreyfus Auto-Exchange Privilege. Dreyfus Auto-Exchange
permits an investor to purchase, in exchange for shares of the
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 set
forth under "Exchange Privilege" above. 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 his 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.
The Exchange Privilege and 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 from the Distributor, 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144. The Fund
reserves the right to reject any exchange request in whole or in
part. The Exchange Privilege or 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 distribu-
tions, the investor's shares will be reduced and eventually may
be depleted. An Automatic Withdrawal Plan may be established by
completing the appropriate application available from the
Distributor. There is a service charge of $.50 for each with-
drawal check. Automatic Withdrawal may be terminated at any time
by the investor, the Fund or the Transfer Agent. Shares for
which certificates have been issued may not be redeemed through
the Automatic Withdrawal Plan.
Dreyfus Dividend Sweep Privilege. Dreyfus Dividend
Sweep Privilege allows investors to invest on the payment date
their dividends or dividends and capital gain distributions, if
any, from the 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 and the applicable
contingent deferred sales charge, if any, will be
imposed upon redemption of such shares.
Dreyfus Dividend ACH. Dreyfus Dividend ACH permits a
shareholder to transfer electronically on the payment date their
dividends or dividends and capital gains, 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 Dreyfus Dividend
ACH, or to request a Dividend Options form, please call toll free
1-800-645-6561. You may cancel this privilege by mailing written
notification to The Dreyfus Family of Funds, P.O. Box 9671,
Providence, Rhode Island 02940-9671. Enrollment or cancellation
is effective three business days following receipt. This
privilege is available only for existing accounts. The Fund may
modify or terminate this privilege at any time or charge a
service fee. No such fee is currently contemplated. Shares held
under Keogh plans, IRAs or other retirement plans are not
eligible for this privilege.
Corporate Pension/Profit-Sharing and Personal
Retirement Plans. The Fund makes available to corporations a
variety of prototype pension and profit-sharing plans including a
401(k) Salary Reduction Plan. In addition, the Fund makes
available Keogh Plans, IRAs, including SEP-IRAs and IRA "Rollover
Accounts," and 403(b)(7) Plans. Plan support services also are
available. For details, please contact the Dreyfus Group
Retirement Plans, a division of the Distributor, by calling toll
free 1-800-358-5566.
Investors who wish to purchase Fund shares in
conjunction with a Keogh Plan, a 403(b)(7) Plan or an IRA,
including an SEP-IRA, may request from the Distributor forms for
adoption of such plans.
The entity acting as custodian for Keogh Plans,
403(b)(7) Plans or IRAs may charge a fee, payment of which could
require the liquidation of shares. All fees charged are
described in the appropriate form.
Shares may be purchased in connection with these plans
only by direct remittance to the entity acting as custodian.
Purchases for these plans may not be made in advance of receipt
of funds.
The minimum initial investment for corporate plans,
Salary Reduction Plans, 403(b)(7) Plans and SEP-IRAs with more
than one participant, is $2,500 with no minimum or subsequent
purchases. The minimum initial investment for Dreyfus-sponsored
Keogh Plans, IRAs, SEP-IRAs and 403(b)(7) Plans with only one
participant, is normally $750, with no minimum on subsequent
purchases. Individuals who open an IRA may also open a non-
working spousal IRA with a minimum investment of $250.
The investor should read the Prototype Retirement Plan
and the appropriate form of Custodial Agreement for further
details on eligibility, service fees and tax implications, and
should consult a tax adviser.
DETERMINATION OF NET ASSET VALUE
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE
READ IN CONJUNCTION WITH THE SECTION IN THE FUND'S PROSPECTUS
ENTITLED "HOW TO BUY FUND SHARES."
Valuation of Portfolio Securities. The Fund's
securities, including covered call options written by the 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 dollars at the midpoint of the New York
interbank market spot exchange rate as quoted on the day of such
translation by the Federal Reserve Bank of New York or if no such
rate is quoted on such date, at the exchange rate previously
quoted by the Federal Reserve Bank of New York or at such other
quoted market exchange rate as may be determined to be
appropriate by the Advisers. Forward currency contracts will be
valued at the current cost of offsetting the contract. Because
of the need to obtain prices as of the close of trading on
various exchanges throughout the world, the calculation of net
asset value does not take place contemporaneously with the
determination of prices of a majority of the Fund's securities.
Short-term investments are carried at amortized cost, which
approximates value. Any securities or other assets for which
recent market quotations are not readily available are valued at
fair value as determined in good faith by the Fund's Board of
Directors. Expenses and fees of the Fund, including the
management fee paid by the Fund and distribution and service
fees, are accrued daily and taken into account for the purpose of
determining the net asset value of Fund shares.
Restricted securities, as well as securities or other
assets for which market quotations are not readily available, or
are not valued by a pricing service approved by the Board of
Directors, are valued at fair value as determined in good faith
by the Board of Directors. The Board of Directors will review
the method of valuation on a current basis. In making their good
faith valuation of restricted securities, the Directors generally
will take the following factors into consideration: restricted
securities which are, 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 of Directors if the Directors believe that it no
longer reflects the value of the restricted securities.
Restricted securities not of the same class as securities for
which a public market exists usually will be valued initially at
cost. Any subsequent adjustment from cost will be based upon
considerations deemed relevant by the Board of Directors.
New York Stock Exchange Closings. The holidays (as
observed) on which the New York Stock Exchange is closed
currently are: New Year's Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving and
Christmas.
DIVIDENDS, DISTRIBUTIONS AND TAXES
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE
READ IN CONJUNCTION WITH THE SECTION IN THE FUND'S PROSPECTUS
ENTITLED "DIVIDENDS, DISTRIBUTIONS AND TAXES."
It is expected that the Fund will qualify as a
"regulated investment company" under the Code, as long as such
qualification is in the best interests of its shareholders. As a
regulated investment company, the 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 pay out to its shareholders at least 90% of its net income
(consisting of net investment income and net short-term capital
gain), must derive less than 30% of its annual gross income from
gain on the sale of securities held for less than three months,
and must meet certain asset diversification and other
requirements. Accordingly, the Fund may be restricted in the
selling of securities held for less than three months. The Code,
however, allows the Fund to net certain offsetting positions,
making it easier for the Fund to satisfy the 30% test. The term
"regulated investment company" does not imply the supervision of
management or investment practices or policies by any government
agency.
Any dividend or distribution paid shortly after an
investor's purchase may have the effect of reducing the net asset
value of the shares below the cost of the investment. Such a
dividend or distribution would be a return of investment in an
economic sense, although taxable as stated above. In addition,
the Code provides that if a shareholder holds shares of the Fund
for six months or less and has received a capital gain
distribution with respect to such shares, any loss incurred on
the sale of such shares will be treated as long-term capital loss
to the extent of the capital gain distribution received.
Depending upon the composition of the Fund's income,
the entire amount or a portion of the dividends 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
the Fund distributed to the Fund's qualifying corporate
shareholders will be eligible for the dividends received
deduction only to the extent that the Fund's income consists of
dividends paid by U.S. corporations. However, Section 246(c) of
the Code provides that if a qualifying corporate shareholder has
disposed of Fund shares not held for more than 46 days and has
received a dividend from net investment income with respect to
such shares, the portion designated by the Fund as qualifying for
the dividends received deduction will not be eligible for such
shareholder's dividends received deduction. In addition, the Code
provides other limitations with respect to the ability of a
qualifying corporate shareholder to claim the dividends received
deduction in connection with holding Fund shares.
The 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). The Fund
may make an election under Section 853, provided that more than
50% of the value of the Fund's total assets at the close of the
taxable year consists of securities in foreign corporations, and
the Fund satisfies the applicable distribution provisions of the
Code. The foreign tax credit available to shareholders is
subject to certain limitations imposed by the Code.
Ordinarily, gains and losses realized from portfolio
transactions will be treated as capital gains and losses.
However, a portion of the gain or loss realized from the
disposition of foreign currencies (including foreign currency
denominated bank deposits) and non-U.S. dollar denominated
securities (including debt instruments and certain forward
contracts and options) may be treated as ordinary income or loss
under Section 988 of the Code. In addition, all or a portion of
the gain realized from the disposition of certain market discount
bonds will be treated as ordinary income under Section 1278.
Finally, all or a portion of the gain realized from engaging in
"conversion transactions" may be treated as ordinary income under
Section 1258. "Conversion transactions" are defined to include
certain forward, futures, option and straddle transactions,
transactions marketed or sold to produce capital gains, or
transactions described in Treasury regulations to be issued in
the future.
Under Section 1256 of the Code, any gain or loss the
Fund realizes 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 the Fund
characterized in the manner described above.
Offsetting positions held by the 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 Section 1092 and 1258 of
the Code, which, in certain circumstances, overrides or modifies
the provisions of Sections 1256 and 988. As such, all or a
portion of any short or long-term capital gain from certain
"straddle" and/or conversion transactions may be recharacterized
to ordinary income.
If the 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. The 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" 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 the
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 the Fund acquires shares in an entity that is
classified as a "passive foreign investment company" ("PFIC") for
federal income tax purposes, the operation of certain provisions
of the Code applying to PFICs could result in the imposition of
certain federal income taxes on the Fund. In addition, gain
realized from the sale or other disposition of PFIC shares may be
treated as ordinary income under Section 1291 of the Code.
Investment by the Fund in securities issued at a
discount or providing for deferred interest or for payment of
interest in the form of additional obligations could under
special tax rules affect the amount, timing and character of
distributions to shareholders by causing the Fund to recognize
income prior to the receipt of cash payments. For example, the
Fund could be required to accrue as income each year a portion of
the discount (or deemed discount) at which such securities were
issued and to distribute such income. In such case, the Fund may
have to dispose of securities which it might otherwise have
continued to hold in order to generate cash to satisfy these
distribution requirements.
PORTFOLIO TRANSACTIONS
Dreyfus assumes general supervision over placing orders
on behalf of the Fund for the purchase or sale of investment
securities. Allocation of brokerage transactions, including
their frequency, is made in Dreyfus' best judgment and in a
manner deemed fair and reasonable to shareholders. The primary
consideration is prompt execution of orders at the most favorable
net price. Subject to this consideration, the brokers selected
will include those that supplement the Advisers' research
facilities with statistical data, investment information,
economic facts and opinions. Information so received is in
addition to and not in lieu of services required to be performed
by the Advisers and the Advisers' fees are not reduced as a
consequence of the receipt of such supplemental information.
Such information may be useful to Dreyfus in serving
both the Fund and other funds which it advises and to M&G in
serving both the Fund and the other funds or accounts it advises,
and, conversely, supplemental information obtained by the
placement of business of other clients may be useful to the
Advisers in carrying out their obligations to the Fund. Brokers
also will be selected because of their ability to handle special
executions such as are involved in large block trades or broad
distributions, provided the primary consideration is met. Large
block trades may, in certain cases, result from two or more funds
advised or administered by Dreyfus being engaged simultaneously
in the purchase or sale of the same security. Certain of the
Fund's transactions in securities of foreign issuers may not
benefit from the negotiated commission rates available to the
Fund for transactions in securities of domestic issuers. When
transactions are executed in the over-the-counter market, the
Fund will deal with the primary market makers unless a more
favorable price or execution otherwise is obtainable. Foreign
exchange transactions are made with banks or institutions in the
interbank market at prices reflecting a mark-up or mark-down
and/or commission.
Portfolio turnover may vary from year to year as well
as within a year. It is anticipated that in any fiscal year the
turnover rate may approach the 50% level; however, in periods in
which extraordinary market conditions prevail, the Advisers will
not be deterred from changing investment strategy as rapidly as
needed, in which case higher turnover rates can be anticipated
which would result in greater brokerage expenses. The overall
reasonableness of brokerage commissions paid is evaluated by the
Advisers based upon their knowledge of available information as
to the general level of commissions paid by other institutional
investors for comparable services.
PERFORMANCE INFORMATION
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE
READ IN CONJUNCTION WITH THE SECTION IN THE FUND'S PROSPECTUS
ENTITLED "PERFORMANCE INFORMATION."
Average annual total return is calculated by
determining the ending redeemable value of an investment
purchased at a net asset value per share with a hypothetical
$1,000 payment made at the beginning of the period (assuming the
reinvestment of dividends and distributions), dividing by the
amount of the initial investment, taking the "n"th root of the
quotient (where "n" is the number of years in the period) and
subtracting 1 from the result.
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.
Comparative performance may be used from time to time
in advertising the Fund's shares, including data from Lipper
Analytical Services, Inc., Standard & Poor's 500 Composite Stock
Price Index, the Dow Jones Industrial Average, Money Magazine,
Morningstar, Inc. and other industry publications. From time to
time, the Fund may compare its performance against inflation with
the performance of other instruments against inflation, such as
short-term Treasury Bills (which are direct obligations of the
U.S. Government) and FDIC-insured bank money market accounts. In
addition, advertising for the Fund may indicate that investors
may consider diversifying their investment portfolios in order to
seek protection of the value of their assets against inflation.
From time to time, advertising materials for the Fund may refer
to or discuss then-current or past economic or financial
conditions, development and/or events. The Fund's advertising
materials also may refer to the integration of the world's
securities markets, discuss the investment opportunities
available worldwide and mention the increasing importance of an
investment strategy including foreign investments. In addition,
advertising materials for the Fund also may refer to, or include
commentary by the Fund's portfolio managers relating to their
investment strategy, portfolio holdings, recovery
investing, current or past business, political, economic or
financial conditions and other matters of general interest to
shareholders. Such materials may also describe awards bestowed
upon M&G or refer to the clients of M&G.
INFORMATION ABOUT THE FUND
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE
READ IN CONJUNCTION WITH THE SECTION IN THE FUND'S PROSPECTUS
ENTITLED "GENERAL INFORMATION."
Each 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.
The Fund will send annual and semi-annual financial
statements to all its shareholders.
CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT, COUNSEL
AND INDEPENDENT AUDITORS
The Bank of New York, 110 Washington Street, New York,
New York 10286, is the Fund's custodian. The Shareholder
Services Group, Inc., a subsidiary of First Data Corporation,
P.O. Box 9671, Providence, Rhode Island 02940-9671, is the Fund's
transfer and dividend disbursing agent. Neither The Bank of New
York nor The Shareholder Services Group, Inc. has any part in
determining the investment policies of the Fund or which
securities are to be purchased or sold by the Fund.
Stroock & Stroock & Lavan, 7 Hanover Square, New York,
New York 10004-2696, as counsel for the Fund, has rendered its
opinion as to certain legal matters regarding the due
authorization and valid issuance of the shares of Common Stock
being sold pursuant to the Fund's Prospectus.
Ernst & Young, 787 Seventh Avenue, New York, New York
10019, independent auditors, have been selected as auditors of
the Fund.
<PAGE>
DREYFUS INTERNATIONAL RECOVERY FUND, INC.
Statement of Assets and Liabilities
June 17, 1994
ASSETS
Cash $100,000
Deferred organization and initial
offering expenses 73,000
Total Assets 173,000
LIABILITIES
Accrued organization and initial
offering expenses 73,000
NET ASSETS applicable to 8,000 shares of
Common Stock ($.001 par value) issued
and outstanding (300 million
shares authorized). . . . . . . . . . . . . . $100,000
========
NET ASSET VALUE, offering and redemption price per
share ($100,000 * 8,000 shares) . . . . . . . $ 12.50
========
NOTE - Dreyfus International Recovery Fund, Inc. (the "Fund") was
organized as a Maryland corporation on March 31, 1994 and has had
no operations since that date other than matters relating to its
organization and registration as a non-diversified, open-end
investment company under the Investment Company Act of 1940 and
the Securities Act of 1933 and the sale and issuance of 8,000
shares of Common Stock to The Dreyfus Corporation
("Initial Shares"). Organization expenses payable by the Fund
have been deferred and will be amortized from the date operations
commence over a period which it is expected that a benefit will
be realized, not to exceed five years. If any of the Initial
Shares are redeemed during the amortization period by any holder
thereof, the redemption proceeds will be reduced by any
unamortized organization expenses in the same proportion as the
number of Initial Shares being redeemed bears to the number of
Initial Shares outstanding at the time of the redemption.
<PAGE>
REPORT OF INDEPENDENT AUDITORS
Shareholder and Board of Directors
Dreyfus International Recovery Fund, Inc.
We have audited the accompanying statement of assets and liabil-
ities of Dreyfus International Recovery Fund, Inc. as of June 17,
1994. The statement of assets and liabilities is the responsib-
ility of the Fund's management. Our responsibility is to express
an opinion on the statement of assets and liabilities based on
our audit.
We conducted our audit in accordance with generally accepted aud-
iting standards. Those standards require that we plan and per-
form the audit to obtain reasonable assurance about whether the
statement of assets and liabilities is free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the statement
of assets and liabilities. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall statement of assets
and liabilities presentation. We believe that our audit provides
a reasonable basis for our opinion.
In our opinion, the statement of assets and liabilities referred
to above presents fairly, in all material respects, the financial
position of Dreyfus International Recovery Fund, Inc. at June 17,
1994, in conformity with generally accepted accounting
principles.
New York, New York
June 17, 1994
Ernst & Young
<PAGE>
DREYFUS INTERNATIONAL RECOVERY FUND, INC.
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements included in the
Statement of Additional Information:
(1) Statement of Assets and Liabilities as of
June 17, 1994
(2) Report of Ernst & Young, Independent Auditors,
dated June 17, 1994
(b) Exhibits:
(1) Articles of Incorporation
(2) By-Laws
(5) (a) Management Agreement
(b) Sub-Investment Advisory Agreement
(6) Distribution Agreement
(8) Custody Agreement
(9) Shareholder Services Plan
(10) Opinion (including consent) of
Stroock & Stroock & Lavan
(11) Consent of Independent Auditors
(15) Distribution Plan
Other Exhibit: (1) Certificate of Assistant Secretary
(2) Notification of Election Pursuant to Rule
18f-1
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
Common Stock, par value
$.001 per share 1
Item 27. Indemnification
Reference is made to Article SEVENTH of the
Registrant's
Articles of Incorporation filed as Exhibit 1 to the Registration
Statement and to Section 2-418 of the Maryland General
Corporation Law.
The application of these provisions is limited by Article VIII of
the
Registrant's By-Laws filed as Exhibit 2 to the Registration
Statement and
by the following undertaking set forth in the rules promulgated
by the
Securities and Exchange Commission:
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission
such indemnification is against public policy as
expressed in such Act and is, therefore, unenforce-
able. In the event that a claim for indemnification
against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a
director, officer or controlling person of the
registrant in the successful defense of any action,
suit or proceeding) is asserted by such director,
officer or controlling person in connection with the
securities being registered, the registrant will,
unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question
whether such indemnification by it is against public
policy as expressed in such Act and will be governed
by the final adjudication of such issue.
Reference also is made to the Distribution Agreement
filed as Exhibit 6 hereto.
<PAGE>
Item 28. Business and Other Connections of Investment
Adviser.
(a) Investment Adviser - The Dreyfus Corporation
The Dreyfus Corporation ("Dreyfus") and subsidiary companies
comprise a
financial service organization whose business consists primarily
of
providing investment management services as the investment
adviser, manager
and distributor for sponsored investment companies registered
under the
Investment Company Act of 1940 and as an investment adviser to
institutional and individual accounts. Dreyfus also serves as
sub-investment adviser to and/or administrator of other
investment companies.
Dreyfus Service Corporation, a wholly-owned subsidiary of
Dreyfus, serves
primarily as distributor of shares of investment companies
sponsored by
Dreyfus and of investment companies for which Dreyfus acts as
sub-investment adviser and administrator. Dreyfus Management,
Inc., another
wholly-owned subsidiary, provides investment management services
to various
pension plans, institutions and individuals.
Officers and Directors of Dreyfus
Name and Position with
Dreyfus Other Businesses
MANDELL L. BERMAN Real estate consultant and private investor
Director 29100 Northwestern Highway - Suite 370
Southfield, Michigan 48034;
Past Chairman of the Board of Trustees of
Skillman Foundation;
Member of the Board of Vintners International
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.**
ABIGAIL Q. McCARTHY Author, lecturer, columnist and educational
Director consultant
2126 Connecticut Avenue
Washington, D.C. 20008
DAVID B. TRUMAN Educational consultant;
Director Past President of the Russell Sage
Foundation
230 Park Avenue
New York, New York 10017;
Past President of Mount Holyoke College
South Hadley, Massachusetts 01075;
Former Director:
Student Loan Marketing Association
1055 Thomas Jefferson Street, N.W.
Washington, D.C. 20006;
Former Trustee:
College Retirement Equities Fund
730 Third Avenue
New York, New York 10017
HOWARD STEIN Chairman of the Board, President
Chairman of the Board and Investment Officer:
and Chief Executive Dreyfus Capital Growth Fund (A Premier
Officer Fund)++;
Chairman of the Board and Investment
Officer:
The Dreyfus Fund Incorporated++;
Dreyfus New Leaders Fund, Inc.++;
The Dreyfus Socially Responsible Growth Fund,
Inc.++;
The Dreyfus Third Century Fund, Inc.++;
Chairman of the Board:
Dreyfus Acquisition Corporation*;
Dreyfus America Fund++++;
The Dreyfus Consumer Credit Corporation*;
Dreyfus Land Development Corporation*;
Dreyfus Management, Inc.*;
Dreyfus Service Corporation*;
Chairman of the Board and Chief
Executive Officer:
Major Trading Corporation*;
President, Managing General Partner and
Investment Officer:
Dreyfus Global Growth, L.P. (A Strategic
Fund)++;
Dreyfus Strategic Growth, L.P.++;
Director, President and Investment Officer:
Dreyfus Appreciation Fund, Inc.++;
Dreyfus Asset Allocation Fund, Inc.++;
Dreyfus Capital Value Fund (A
Premier
Fund)++;
Dreyfus Focus Funds, Inc.++;
Dreyfus Growth Opportunity Fund,
Inc.++;
The 401(k) Fund++;
Premier Growth Fund, Inc.++;
Director and Investment Officer:
Dreyfus Growth and Income Fund,
Inc.++;
President:
Dreyfus Consumer Life Insurance
Company*;
Director:
Avnet, Inc.**;
Comstock Partners Strategy Fund,
Inc.***;
Dreyfus A Bonds Plus, Inc.++;
Dreyfus BASIC Money Market Fund,
Inc.++;
The Dreyfus Fund International
Limited++++++;
Dreyfus Global Bond Fund, Inc.++;
Dreyfus Insured Municipal Bond
Fund, Inc.++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Money Market Instruments,
Inc.++;
Dreyfus Municipal Bond Fund,
Inc.++;
Dreyfus Municipal Money Market
Fund, Inc.++;
Dreyfus New Jersey Municipal Bond
Fund, Inc.++;
Dreyfus Partnership Management,
Inc.*;
Dreyfus Personal Management, Inc.*;
Dreyfus Precious Metals, Inc.*;
Dreyfus Realty Advisors, Inc.+++;
Dreyfus Service Organization,
Inc.*;
Dreyfus Strategic Governments
Income, Inc.++;
The Dreyfus Trust Company++;
General Government Securities Money
Market Fund, Inc.++;
General Money Market Fund, Inc.++;
General Municipal Money Market
Fund, Inc.++;
Seven Six Seven Agency, Inc.*;
World Balanced Fund++++;
Trustee and Investment Officer:
Dreyfus Short-Intermediate
Government
Fund++;
Dreyfus Strategic Investing++;
Dreyfus Variable Investment Fund++;
Trustee:
Corporate Property Investors
New York, New York;
Dreyfus BASIC U.S. Government Money
Market
Fund++;
Dreyfus California Tax Exempt Money
Market Fund++;
Dreyfus Institutional Money Market
Fund++;
Dreyfus Institutional Short Term
Treasury
Fund++;
Dreyfus Investors GNMA Fund++;
Dreyfus 100% U.S. Treasury
Intermediate Term
Fund++;
Dreyfus 100% U.S. Treasury Long
Term Fund++;
Dreyfus 100% U.S. Treasury Money
Market
Fund++;
Dreyfus 100% U.S. Treasury Short
Term Fund++;
Dreyfus Strategic Income++
JULIAN M. SMERLING Director and Executive Vice
President:
Vice Chairman of the Dreyfus Service Corporation*;
Board of Directors Director and Vice President:
Dreyfus Consumer Life Insurance
Company*;
Dreyfus Service Organization,
Inc.*;
Director and Vice Chairman:
The Dreyfus Trust Company++;
The Dreyfus Trust Company (N.J.)++;
Director:
The Dreyfus Consumer Credit
Corporation*;
Dreyfus Partnership Management,
Inc.*;
Seven Six Seven Agency, Inc.*
JOSEPH S. DiMARTINO Director and Chairman of the Board:
President, Chief The Dreyfus Trust Company++;
Operating Officer Director, President and
and Director Investment Officer:
Dreyfus Cash Management Plus,
Inc.++;
Dreyfus Global Bond Fund, Inc.++;
Dreyfus International Equity Fund,
Inc.++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Money Market Instruments,
Inc.++;
Dreyfus Worldwide Dollar
Money Market Fund, Inc.++;
General Government Securities
Money Market Fund, Inc.++;
General Money Market Fund, Inc.++;
Director and President:
Dreyfus Acquisition Corporation*;
The Dreyfus Consumer Credit
Corporation*;
Dreyfus Edison Electric Index Fund,
Inc.++;
Dreyfus Partnership Management,
Inc.*;
Dreyfus Stock Index Fund++;
The Dreyfus Trust Company (N.J.)++;
Dreyfus-Wilshire Target Funds,
Inc.++;
First Prairie Municipal Bond
Fund++;
Peoples Index Fund, Inc.++;
Peoples S&P MidCap Index Fund,
Inc.++;
Trustee, President and Investment
Officer:
Dreyfus Cash Management++;
Dreyfus Government Cash
Management++;
Dreyfus Institutional Money Market
Fund++;
Dreyfus Short-Intermediate
Government Fund++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash
Management++;
Dreyfus Variable Investment Fund++;
Premier GNMA Fund++;
Trustee and President:
First Prairie Cash Management++;
First Prairie Diversified Asset
Fund++;
First Prairie Money Market Fund++;
First Prairie Municipal Money
Market Fund++;
First Prairie U.S. Government
Income Fund++;
First Prairie U.S. Treasury
Securities Cash
Management++;
Trustee, Vice President and
Investment Officer:
Dreyfus Institutional Short Term
Treasury
Fund++;
Trustee and Investment Officer:
Premier GNMA Fund++;
Director and Executive Vice
President:
Dreyfus Service Corporation*;
Director, Vice President and
Investment
Officer:
Dreyfus Balanced Fund, Inc.++;
Dreyfus International Equity Fund,
Inc.++;
Director and Vice President:
Dreyfus Service Organization,
Inc.*;
General Municipal Bond Fund,
Inc.++;
General Municipal Money Market
Fund, Inc.++;
Director and Investment Officer:
Dreyfus A Bonds Plus, Inc.++;
Dreyfus Appreciation Fund, Inc.++;
Dreyfus Short-Term Income Fund,
Inc.++;
Premier Growth Fund, Inc.++;
Director:
Dreyfus Management, Inc.*;
Dreyfus Personal Management, Inc.*;
Noel Group, Inc.
667 Madison Avenue
New York, New York 10021;
Trustee:
Bucknell University
Lewisburg, Pennsylvania 17837;
President and Investment Officer:
Dreyfus BASIC Money Market Fund,
Inc.++;
Dreyfus BASIC U.S. Government Money
Market
Fund++;
Vice President and former Treasurer
and
Director:
National Muscular Dystrophy
Association
810 Seventh Avenue
New York, New York 10019;
Vice President:
Dreyfus Consumer Life Insurance
Company*;
Investment Officer:
The Dreyfus Fund Incorporated++;
Dreyfus Investors GNMA Fund++;
Dreyfus 100% U.S. Treasury
Intermediate Term
Fund++;
Dreyfus 100% U.S. Treasury Long
Term Fund++;
Dreyfus 100% U.S. Treasury Money
Market
Fund++;
Dreyfus 100% U.S. Treasury Short
Term Fund++;
Director, President and Chief
Operating
Officer:
Major Trading Corporation*
LAWRENCE M. GREENE Chairman of the Board:
Legal Consultant The Dreyfus Security Savings Bank,
F.S.B.+;
and Director Director and Executive Vice
President:
Dreyfus Service Corporation*;
Director and Vice President:
Dreyfus Acquisition Corporation*;
Dreyfus Consumer Life Insurance
Company*;
Dreyfus Service Organization,
Inc.*;
Director:
Dreyfus America Fund++++;
Dreyfus BASIC Municipal Fund++;
Dreyfus California Tax Exempt Bond
Fund,
Inc.++;
Dreyfus Capital Value Fund (A
Premier
Fund)++;
Dreyfus Connecticut Municipal Money
Market Fund, Inc.++;
Dreyfus GNMA Fund, Inc.++;
Dreyfus Intermediate Municipal
Bond Fund, Inc.++;
Dreyfus-Lincoln, Inc.*;
Dreyfus Management, Inc.*;
Dreyfus Michigan Municipal Money
Market Fund, Inc.++;
Dreyfus New Jersey Municipal
Money Market Fund, Inc.++;
Dreyfus New Leaders Fund, Inc.++;
Dreyfus New York Tax Exempt
Bond Fund, Inc.++;
Dreyfus Ohio Municipal
Money Market Fund, Inc.++;
Dreyfus Precious Metals, Inc.*;
Dreyfus Thrift & Commerce+++;
The Dreyfus Trust Company (N.J.)++;
Seven Six Seven Agency, Inc.*;
Vice President:
Dreyfus Growth Opportunity Fund,
Inc.++;
Trustee:
Dreyfus Massachusetts Municipal
Money Market Fund++;
Dreyfus Massachusetts Tax Exempt
Bond Fund++;
Dreyfus New York Tax Exempt
Intermediate
Bond Fund++;
Dreyfus New York Tax Exempt Money
Market
Fund++;
Dreyfus Pennsylvania Municipal
Money Market Fund++;
Investment Officer:
The Dreyfus Fund Incorporated++
ROBERT F. DUBUSS Director and Treasurer:
Vice President Major Trading Corporation*;
Director and Vice President:
The Dreyfus Consumer Credit
Corporation*;
The Truepenny Corporation*;
Vice President:
Dreyfus Consumer Life Insurance
Company*;
Treasurer:
Dreyfus Management, Inc.*;
Dreyfus Precious Metals, Inc.*;
Dreyfus Service Corporation*;
Assistant Treasurer:
The Dreyfus Fund Incorporated++;
Director:
The Dreyfus Trust Company++;
The Dreyfus Trust Company (N.J.)++;
Dreyfus Thrift & Commerce****
ALAN M. EISNER Director and President:
Vice President and The Truepenny Corporation*;
Chief Financial Officer Vice President and Chief Financial
Officer:
Dreyfus Acquisition Corporation*;
Dreyfus Consumer Life Insurance
Company*;
Treasurer:
Dreyfus Realty Advisors, Inc.+++;
Director, Treasurer and Financial
Officer:
The Dreyfus Trust Company++;
The Dreyfus Trust Company (N.J.)++;
Director:
Dreyfus Thrift & Commerce****;
Director and Vice President:
The Dreyfus Consumer Credit
Corporation*
DAVID W. BURKE Director and Vice President:
Vice President and The Dreyfus Trust Company++;
Chief Administrative Formerly, President:
Officer CBS News, a division of CBS, Inc.
524 West 57th Street
New York, New York 10019;
Director:
Dreyfus Asset Allocation Fund,
Inc.++;
Dreyfus BASIC Money Market Fund,
Inc.++;
Dreyfus BASIC Municipal Fund++;
Dreyfus California Municipal
Income, Inc.++;
Dreyfus California Tax Exempt Bond
Fund,
Inc.++;
Dreyfus Capital Value Fund (A
Premier
Fund)++;
Dreyfus Cash Management Plus,
Inc.++;
Dreyfus Connecticut Municipal Money
Market
Fund, Inc.++;
The Dreyfus Fund Incorporated++;
Dreyfus Insured Municipal Bond
Fund, Inc.++;
Dreyfus Intermediate Municipal Bond
Fund,
Inc.++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Michigan Municipal Money
Market Fund,
Inc.++;
Dreyfus Municipal Bond Fund,
Inc.++;
Dreyfus Municipal Income, Inc.++;
Dreyfus Municipal Money Market
Fund, Inc.++;
Dreyfus New Jersey Municipal Money
Market
Fund, Inc.++;
Dreyfus New Leaders Fund, Inc.++;
Dreyfus New York Municipal Income,
Inc.++;
Dreyfus New York Tax Exempt Bond
Fund,
Inc.++;
Dreyfus Ohio Municipal Money Market
Fund,
Inc.++;
Dreyfus Short-Term Income Fund,
Inc.++;
Dreyfus Strategic Governments
Income, Inc.++;
Dreyfus Strategic Municipals,
Inc.++;
Dreyfus Strategic Municipal Bond
Fund,
Inc.++;
Dreyfus Worldwide Dollar Money
Market Fund,
Inc.++;
The 401(k) Fund++;
Trustee:
Dreyfus BASIC U.S. Government Money
Market
Fund++;
Dreyfus California Intermediate
Municipal
Bond Fund++;
Dreyfus California Tax Exempt Money
Market
Fund++;
Dreyfus Cash Management++;
Dreyfus Connecticut Intermediate
Municipal
Bond Fund++;
Dreyfus Government Cash
Management++;
Dreyfus Institutional Short Term
Treasury
Fund++;
Dreyfus Massachusetts Intermediate
Municipal
Bond Fund++;
Dreyfus Massachusetts Municipal
Money Market
Fund++;
Dreyfus Massachusetts Tax Exempt
Bond Fund++;
Dreyfus Municipal Cash Management
Plus++;
Dreyfus New Jersey Intermediate
Municipal
Bond Fund++;
Dreyfus New York Municipal Cash
Management++;
Dreyfus New York Tax Exempt
Intermediate Bond
Fund++;
Dreyfus Pennsylvania Intermediate
Municipal
Bond Fund++;
Dreyfus Pennsylvania Municipal
Money Market
Fund++;
Dreyfus Short-Intermediate
Government Fund++;
Dreyfus Strategic Income++;
Dreyfus Strategic Investing++;
Dreyfus Tax Exempt Cash
Management++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash
Management++
ELIE M. GENADRY President:
Vice President- Institutional Services Division of
Institutional Sales Dreyfus Service Corporation*;
Broker-Dealer Division of Dreyfus
Service
Corporation*;
Group Retirement Plans Division of
Dreyfus
Service Corporation;
Executive Vice President:
Dreyfus Service Corporation*;
Dreyfus Service Organization,
Inc.*;
Senior Vice President:
Dreyfus Cash Management++;
Dreyfus Cash Management Plus,
Inc.++;
Dreyfus Edison Electric Index Fund,
Inc.++;
Dreyfus Government Cash
Management++;
Dreyfus Institutional Short Term
Treasury
Fund++;
Dreyfus Municipal Cash
Management Plus++;
Dreyfus New York Municipal Cash
Management++;
Dreyfus Stock Index Fund++;
Dreyfus Tax Exempt Cash
Management++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash
Management++;
Dreyfus-Wilshire Target Funds,
Inc.++;
Peoples Index Fund, Inc.++;
Peoples S&P MidCap Index Fund,
Inc.++;
Vice President:
The Dreyfus Trust Company++;
Premier California Municipal Bond
Fund++;
Premier Insured Municipal Bond
Fund++;
Premier Municipal Bond Fund++;
Premier New York Municipal Bond
Fund++;
Vice President-Sales:
The Dreyfus Trust Company (N.J.)++;
Treasurer:
Pacific American Fund+++++
DANIEL C. MACLEAN Director, Vice President and
Secretary:
Vice President and Dreyfus Precious Metals, Inc.*;
General Counsel Director and Vice President:
The Dreyfus Consumer Credit
Corporation*;
The Dreyfus Trust Company (N.J.)++;
Director and Secretary:
Dreyfus Partnership Management,
Inc.*;
Major Trading Corporation*;
The Truepenny Corporation+;
Director:
Dreyfus America Fund++++;
Dreyfus Consumer Life Insurance
Company*;
The Dreyfus Trust Company++;
Vice President:
Dreyfus Appreciation Fund, Inc.++;
Dreyfus BASIC Municipal Fund++;
Dreyfus California Tax Exempt Bond
Fund,
Inc.++;
Dreyfus California Tax Exempt Money
Market Fund++;
Dreyfus Capital Value Fund (A
Premier
Fund)++;
Dreyfus Cash Management++;
Dreyfus Cash Management Plus,
Inc.++;
Dreyfus Connecticut Municipal Money
Market Fund, Inc.++;
Dreyfus Edison Electric Index Fund,
Inc.++;
Dreyfus Florida Intermediate
Municipal Bond
Fund++;
Dreyfus Focus Funds, Inc.++;
Dreyfus GNMA Fund, Inc.++;
Dreyfus Government Cash
Management++;
Dreyfus Growth and Income Fund,
Inc.++;
Dreyfus Growth Opportunity Fund,
Inc.++;
Dreyfus Institutional Short Term
Treasury
Fund++;
Dreyfus Insured Municipal Bond
Fund, Inc.++;
Dreyfus Intermediate Municipal
Bond Fund, Inc.++;
Dreyfus Investors GNMA Fund++;
Dreyfus Massachusetts Municipal
Money Market Fund++;
Dreyfus Massachusetts Tax Exempt
Bond Fund++;
Dreyfus Michigan Municipal Money
Market Fund,
Inc.++;
Dreyfus Municipal Cash
Management Plus++;
Dreyfus New Jersey Municipal
Money Market Fund, Inc.++;
Dreyfus New Leaders Fund, Inc.++;
Dreyfus New York Insured Tax Exempt
Bond
Fund++;
Dreyfus New York Municipal Cash
Management++;
Dreyfus New York Tax Exempt Bond
Fund,
Inc.++;
Dreyfus New York Tax Exempt
Intermediate Bond
Fund++;
Dreyfus New York Tax Exempt Money
Market
Fund++;
Dreyfus Ohio Municipal Money
Market Fund, Inc.++;
Dreyfus Pennsylvania Municipal
Money Market
Fund++;
Dreyfus Short-Intermediate
Government Fund++;
Dreyfus Short-Intermediate
Municipal Bond
Fund++;
The Dreyfus Socially Responsible
Growth Fund,
Inc.++;
Dreyfus Stock Index Fund++;
Dreyfus Tax Exempt Cash
Management++;
The Dreyfus Third Century Fund,
Inc.++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash
Management++;
Dreyfus-Wilshire Target Funds,
Inc.++;
First Prairie Cash Management++;
First Prairie Diversified Asset
Fund++;
First Prairie Money Market Fund++;
First Prairie Municipal Bond
Fund++;
First Prairie Municipal Money
Market Fund++;
First Prairie U.S. Government
Income Fund++;
First Prairie U.S. Treasury
Securities Cash
Management++;
General California Municipal Money
Market
Fund++;
General Government Securities
Money Market Fund, Inc.++;
General Money Market Fund, Inc.++;
General Municipal Bond Fund,
Inc.++;
General Municipal Money Market
Fund, Inc.++;
General New York Municipal Bond
Fund, Inc.++;
General New York Municipal Money
Market Fund++;
Peoples Index Fund, Inc.++;
Peoples S&P MidCap Index Fund,
Inc.++;
Premier California Municipal Bond
Fund++;
Premier GNMA Fund++;
Premier Growth Fund, Inc.++;
Premier Insured Municipal Bond
Fund++;
Premier Municipal Bond Fund++;
Premier New York Municipal Bond
Fund++;
Premier State Municipal Bond
Fund++;
Secretary:
Dreyfus A Bonds Plus, Inc.++;
Dreyfus Acquisition Corporation*;
Dreyfus Asset Allocation Fund,
Inc.++;
Dreyfus Balanced Fund, Inc.++;
Dreyfus BASIC Money Market Fund,
Inc.++;
Dreyfus BASIC U.S. Government Money
Market
Fund++;
Dreyfus California Intermediate
Municipal
Bond Fund++;
Dreyfus California Municipal
Income, Inc.++;
Dreyfus Capital Growth Fund (A
Premier
Fund)++;
Dreyfus Connecticut Intermediate
Municipal
Bond Fund++;
Dreyfus Florida Municipal Money
Market
Fund++;
The Dreyfus Fund Incorporated++;
Dreyfus Global Bond Fund, Inc.++;
Dreyfus Global Growth, L.P. (A
Strategic
Fund)++;
Dreyfus Institutional Money Market
Fund++;
Dreyfus International Equity Fund,
Inc.++;
Dreyfus Massachusetts Intermediate
Municipal
Bond Fund++;
Dreyfus Money Market Instruments,
Inc.++;
Dreyfus Municipal Bond Fund,
Inc.++;
Dreyfus Municipal Income, Inc.++;
Dreyfus Municipal Money Market
Fund, Inc.++;
Dreyfus New Jersey Intermediate
Municipal
Bond Fund++;
Dreyfus New Jersey Municipal
Bond Fund, Inc.++;
Dreyfus New York Municipal Income,
Inc.++;
Dreyfus 100% U.S. Treasury
Intermediate Term
Fund++;
Dreyfus 100% U.S. Treasury Long
Term Fund++;
Dreyfus 100% U.S. Treasury Money
Market
Fund++;
Dreyfus 100% U.S. Treasury Short
Term Fund++;
Dreyfus Pennsylvania Intermediate
Municipal
Bond Fund++;
Dreyfus Service Corporation*;
Dreyfus Service Organization,
Inc.*;
Dreyfus Short-Term Income Fund,
Inc.++;
Dreyfus Strategic Governments
Income, Inc.++;
Dreyfus Strategic Growth, L.P.++;
Dreyfus Strategic Income++;
Dreyfus Strategic Investing++;
Dreyfus Strategic Municipal Bond
Fund,
Inc.++;
Dreyfus Strategic Municipals,
Inc.++;
Dreyfus Variable Investment Fund++;
Dreyfus Worldwide Dollar Money
Market
Fund, Inc.++;
The 401(k) Fund++;
General California Municipal Bond
Fund,
Inc.++;
Premier Global Investing++;
Seven Six Seven Agency, Inc.*;
Director and Assistant Secretary:
The Dreyfus Fund International
Limited++++++
JEFFREY N. NACHMAN Vice President-Financial:
Vice President-Mutual Dreyfus A Bonds Plus, Inc.++;
Fund Accounting Dreyfus Appreciation Fund, Inc.++;
Dreyfus California Municipal
Income, Inc.++;
Dreyfus California Tax Exempt Bond
Fund, Inc.++;
Dreyfus California Tax Exempt Money
Market
Fund++;
Dreyfus Capital Growth Fund (A
Premier
Fund)++;
Dreyfus Capital Value Fund (A
Premier
Fund)++;
Dreyfus Cash Management++;
Dreyfus Cash Management Plus,
Inc.++;
Dreyfus Connecticut Municipal Money
Market
Fund, Inc.++;
The Dreyfus Fund Incorporated++;
Dreyfus Global Growth, L.P. (A
Strategic
Fund)++;
Dreyfus GNMA Fund, Inc.++;
Dreyfus Government Cash
Management++;
Dreyfus Growth Opportunity Fund,
Inc.++;
Dreyfus Institutional Money Market
Fund++;
Dreyfus Insured Municipal Bond
Fund,
Inc.++;
Dreyfus Intermediate Municipal Bond
Fund,
Inc.++;
Dreyfus Investors GNMA Fund++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Massachusetts Municipal
Money Market
Fund++;
Dreyfus Massachusetts Tax Exempt
Bond Fund++;
Dreyfus Michigan Municipal Money
Market Fund,
Inc.++;
Dreyfus Money Market Instruments,
Inc.++;
Dreyfus Municipal Bond Fund,
Inc.++;
Dreyfus Municipal Cash Management
Plus++;
Dreyfus Municipal Income, Inc.++;
Dreyfus Municipal Money Market
Fund, Inc.++;
Dreyfus New Jersey Municipal Bond
Fund,
Inc.++;
Dreyfus New Jersey Municipal Money
Market Fund, Inc.++;
Dreyfus New Leaders Fund, Inc.++;
Dreyfus New York Insured Tax Exempt
Bond
Fund++;
Dreyfus New York Municipal Income,
Inc.++;
Dreyfus New York Tax Exempt Bond
Fund,
Inc.++;
Dreyfus New York Tax Exempt
Intermediate
Bond Fund++;
Dreyfus New York Tax Exempt Money
Market
Fund++;
Dreyfus Ohio Municipal Money Market
Fund, Inc.++;
Dreyfus 100% U.S. Treasury
Intermediate Term
Fund++;
Dreyfus 100% U.S. Treasury Long
Term Fund++;
Dreyfus 100% U.S. Treasury Money
Market
Fund++;
Dreyfus 100% U.S. Treasury Short
Term Fund++;
Dreyfus Pennsylvania Municipal
Money Market
Fund++;
Dreyfus Short-Intermediate
Government Fund++;
Dreyfus Short-Intermediate
Municipal Bond
Fund++;
Dreyfus Stock Index Fund++;
Dreyfus Strategic Governments
Income, Inc.++;
Dreyfus Strategic Growth, L.P.++;
Dreyfus Strategic Income++;
Dreyfus Strategic Investing++;
Dreyfus Strategic Municipal Bond
Fund,
Inc.++;
Dreyfus Strategic Municipals,
Inc.++;
Dreyfus Tax Exempt Cash
Management++;
The Dreyfus Third Century Fund,
Inc.++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash
Management++;
Dreyfus Variable Investment Fund++;
Dreyfus Worldwide Dollar Money
Market Fund,
Inc.++;
First Prairie Diversified Asset
Fund++;
First Prairie Money Market Fund++;
First Prairie Municipal Bond
Fund++;
First Prairie Municipal Money
Market Fund++;
General California Municipal Bond
Fund,
Inc.++;
General California Municipal Money
Market
Fund++;
General Government Securities Money
Market
Fund, Inc.++;
General Money Market Fund, Inc.++;
General Municipal Bond Fund,
Inc.++;
General Municipal Money Market
Fund, Inc.++;
General New York Municipal Bond
Fund,
Inc.++;
General New York Municipal Money
Market Fund++;
Peoples Index Fund, Inc.++;
Premier California Municipal Bond
Fund++;
Premier GNMA Fund++;
Premier Municipal Bond Fund++;
Premier New York Municipal Bond
Fund++;
Premier State Municipal Bond
Fund++;
Vice President and Treasurer:
Dreyfus Asset Allocation Fund,
Inc.++;
Dreyfus Balanced Fund, Inc.++;
Dreyfus BASIC Money Market Fund,
Inc.++;
Dreyfus BASIC Municipal Fund++;
Dreyfus BASIC U.S. Government Money
Market
Fund++;
Dreyfus California Intermediate
Municipal
Bond Fund++;
Dreyfus Connecticut Intermediate
Municipal
Bond Fund++;
Dreyfus Edison Electric Index Fund,
Inc.++;
Dreyfus Florida Intermediate
Municipal Bond
Fund++;
Dreyfus Florida Municipal Money
Market
Fund++;
Dreyfus Focus Funds, Inc.++;
Dreyfus Global Bond Fund, Inc.++;
Dreyfus Growth and Income Fund,
Inc.++;
Dreyfus Institutional Short Term
Treasury
Fund++;
Dreyfus International Equity Fund,
Inc.++;
Dreyfus Massachusetts Intermediate
Municipal
Bond Fund++;
Dreyfus New Jersey Intermediate
Municipal
Bond Fund++;
Dreyfus New York Municipal Cash
Management++;
Dreyfus Pennsylvania Intermediate
Municipal
Bond Fund++;
Dreyfus Short-Term Income Fund,
Inc.++;
The Dreyfus Socially Responsible
Growth Fund,
Inc.++;
Dreyfus-Wilshire Target Funds,
Inc.++;
First Prairie Cash Management++;
First Prairie U.S. Government
Income Fund++;
First Prairie U.S. Treasury
Securities Cash
Management++;
The 401(k) Fund++;
Peoples S&P MidCap Index Fund,
Inc.++;
Premier Global Investing++;
Premier Growth Fund, Inc.++;
Premier Insured Municipal Bond
Fund++;
Assistant Treasurer:
Pacific American Fund+++++
PETER A. SANTORIELLO Director, President and Investment
Officer:
Vice President Dreyfus Balanced Fund, Inc.++;
Director and President:
Dreyfus Management, Inc.*;
Vice President:
Dreyfus Personal Management, Inc.*
ROBERT H. SCHMIDT Director and President:
Vice President Dreyfus Service Corporation*;
Seven Six Seven Agency, Inc.*;
Formerly, Chairman and Chief
Executive
Officer:
Levine, Huntley, Schmidt & Beaver
250 Park Avenue
New York, New York 10017
KIRK V. STUMPP Senior Vice President and Director of
Vice President--New Marketing:
Product Development Dreyfus Service Corporation*
PHILIP L. TOIA Chairman of the Board and Vice
President:
Vice President and Dreyfus Thrift and Commerce****;
Director of Fixed- Director:
Income Research The Dreyfus Security Savings Bank,
F.S.B.+;
Senior Loan Officer and Director:
The Dreyfus Trust Company++;
Vice President:
The Dreyfus Consumer Credit
Corporation*;
Director and President:
Dreyfus Personal Management, Inc.*;
Director:
Dreyfus Realty Advisors, Inc.+++;
Formerly, Senior Vice President:
The Chase Manhattan Bank, N.A. and
The Chase Manhattan Capital Markets
Corporation
One Chase Manhattan Plaza
New York, New York l008l
KATHERINE C. WICKHAM Vice President:
Assistant Vice President- Dreyfus Consumer Life Insurance
Company++;
Human Resources Formerly, Assistant Commissioner:
Department of Parks and Recreation
of the
City of New York
830 Fifth Avenue
New York, New York l0022
JOHN J. PYBURN Treasurer and Assistant Secretary:
Assistant Vice President The Dreyfus Fund International
Limited++++++;
Treasurer:
Dreyfus A Bonds Plus, Inc.++;
Dreyfus Appreciation Fund, Inc.++;
Dreyfus California Municipal
Income, Inc.++;
Dreyfus California Tax Exempt
Bond Fund, Inc.++;
Dreyfus California Tax Exempt
Money Market Fund++;
Dreyfus Capital Growth Fund (A
Premier
Fund)++;
Dreyfus Capital Value Fund (A
Premier
Fund)++;
Dreyfus Cash Management++;
Dreyfus Cash Management Plus,
Inc.++;
Dreyfus Connecticut Municipal Money
Market
Fund, Inc.++;
The Dreyfus Fund Incorporated++;
Dreyfus Global Growth, L.P. (A
Strategic
Fund)++;
Dreyfus GNMA Fund, Inc.++;
Dreyfus Government Cash
Management++;
Dreyfus Growth Opportunity Fund,
Inc.++;
Dreyfus Institutional Money Market
Fund++;
Dreyfus Insured Municipal Bond
Fund, Inc.++;
Dreyfus Intermediate Municipal Bond
Fund,
Inc.++;
Dreyfus Investors GNMA Fund++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Massachusetts Municipal
Money Market
Fund++;
Dreyfus Massachusetts Tax Exempt
Bond Fund++;
Dreyfus Michigan Municipal Money
Market Fund,
Inc.++;
Dreyfus Money Market Instruments,
Inc.++;
Dreyfus Municipal Bond Fund,
Inc.++;
Dreyfus Municipal Cash Management
Plus++;
Dreyfus Municipal Income, Inc.++;
Dreyfus Municipal Money Market
Fund, Inc.++;
Dreyfus New Jersey Municipal Bond
Fund,
Inc.++;
Dreyfus New Jersey Municipal Money
Market
Fund, Inc.++;
Dreyfus New Leaders Fund, Inc.++;
Dreyfus New York Insured Tax Exempt
Bond
Fund++;
Dreyfus New York Municipal Income,
Inc.++;
Dreyfus New York Tax Exempt Bond
Fund,
Inc.++;
Dreyfus New York Tax Exempt
Intermediate Bond
Fund++;
Dreyfus New York Tax Exempt Money
Market
Fund++;
Dreyfus Ohio Municipal Money Market
Fund,
Inc.++;
Dreyfus 100% U.S. Treasury
Intermediate
Term Fund++;
Dreyfus 100% U.S. Treasury Long
Term Fund++;
Dreyfus 100% U.S. Treasury Money
Market
Fund++;
Dreyfus 100% U.S. Treasury Short
Term Fund++;
Dreyfus Pennsylvania Municipal
Money Market
Fund++;
Dreyfus Short-Intermediate
Government Fund++;
Dreyfus Short-Intermediate
Municipal Bond
Fund++;
Dreyfus Stock Index Fund++;
Dreyfus Strategic Governments
Income, Inc.++;
Dreyfus Strategic Growth, L.P.++;
Dreyfus Strategic Income++;
Dreyfus Strategic Investing++;
Dreyfus Strategic Municipal Bond
Fund,
Inc.++;
Dreyfus Strategic Municipals,
Inc.++;
Dreyfus Tax Exempt Cash
Management++;
The Dreyfus Third Century Fund,
Inc.++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash
Management++;
Dreyfus Variable Investment Fund++;
Dreyfus Worldwide Dollar Money
Market Fund,
Inc.++;
First Prairie Diversified Asset
Fund++;
First Prairie Money Market Fund++;
First Prairie Municipal Bond
Fund++;
First Prairie Municipal Money
Market Fund++;
General California Municipal Bond
Fund,
Inc.++;
General California Municipal Money
Market
Fund++;
General Government Securities Money
Market
Fund, Inc.++;
General Money Market Fund, Inc.++;
General Municipal Bond Fund,
Inc.++;
General Municipal Money Market
Fund, Inc.++;
General New York Municipal Bond
Fund, Inc.++;
General New York Municipal Money
Market Fund++;
Peoples Index Fund, Inc.++;
Premier California Municipal Bond
Fund++;
Premier GNMA Fund++;
Premier Municipal Bond Fund++;
Premier New York Municipal Bond
Fund++;
Premier State Municipal Bond Fund++
MAURICE BENDRIHEM Treasurer:
Controller Dreyfus Consumer Life Insurance
Company*;
Dreyfus Partnership Management,
Inc.*;
Dreyfus Service Organization,
Inc.*;
Seven Six Seven Agency, Inc.*;
The Truepenny Corporation*;
Controller:
Dreyfus Acquisition Corporation*;
The Dreyfus Trust Company++;
The Dreyfus Trust Company (N.J.)++;
The Dreyfus Consumer Credit
Corporation*;
Assistant Treasurer:
Dreyfus Precious Metals*;
Formerly, Vice President-Financial
Planning, Administration and Tax:
Showtime/The Movie Channel, Inc.
1633 Broadway
New York, New York 10019
MARK N. JACOBS Vice President:
Secretary and Deputy Dreyfus A Bonds Plus, Inc.++;
General Counsel Dreyfus Asset Allocation Fund,
Inc.++;
Dreyfus Balanced Fund, Inc.++;
Dreyfus BASIC Money Market Fund,
Inc.++;
Dreyfus BASIC U.S. Government Money
Market
Fund++;
Dreyfus California Intermediate
Municipal
Bond Fund++;
Dreyfus Capital Growth Fund (A
Premier
Fund)++;
Dreyfus Connecticut Intermediate
Municipal
Bond Fund++;
Dreyfus Edison Electric Index Fund,
Inc.++;
Dreyfus Florida Municipal Money
Market
Fund++;
Dreyfus Focus Funds, Inc.++;
The Dreyfus Fund Incorporated++;
Dreyfus Global Bond Fund, Inc.++;
Dreyfus Global Growth, L.P. (A
Strategic
Fund)++;
Dreyfus Institutional Money Market
Fund++;
Dreyfus International Equity Fund,
Inc.++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Massachusetts Intermediate
Municipal
Bond Fund++;
Dreyfus Money Market Instruments,
Inc.++;
Dreyfus Municipal Bond Fund,
Inc.++;
Dreyfus Municipal Money Market
Fund, Inc.++;
Dreyfus New Jersey Intermediate
Municipal
Bond Fund++;
Dreyfus New Jersey Municipal Bond
Fund,
Inc.++;
Dreyfus 100% U.S. Treasury
Intermediate Term
Fund++;
Dreyfus 100% U.S. Treasury Long
Term Fund++;
Dreyfus 100% U.S. Treasury Money
Market
Fund++;
Dreyfus 100% U.S. Treasury Short
Term Fund++;
Dreyfus Pennsylvania Intermediate
Municipal
Bond Fund++;
Dreyfus Short-Term Income Fund,
Inc.++;
Dreyfus Stock Index Fund++;
Dreyfus Strategic Growth, L.P.++;
Dreyfus Strategic Income++;
Dreyfus Strategic Investing++;
Dreyfus Strategic Municipal Bond
Fund, Inc.++;
Dreyfus Strategic Municipals,
Inc.++;
Dreyfus Variable Investment Fund++;
Dreyfus-Wilshire Target Funds,
Inc.++;
Dreyfus Worldwide Dollar Money
Market Fund,
Inc.++;
The 401(k) Fund++;
General California Municipal Bond
Fund,
Inc.++;
Peoples Index Fund, Inc.++;
Peoples S&P MidCap Index Fund,
Inc.++;
Premier Global Investing++;
Director:
World Balanced Fund++++;
Secretary:
Dreyfus Appreciation Fund, Inc.++;
Dreyfus BASIC Municipal Fund++;
Dreyfus California Tax Exempt Bond
Fund,
Inc.++;
Dreyfus California Tax Exempt
Money Market Fund++;
Dreyfus Capital Value Fund (A
Premier
Fund)++;
Dreyfus Cash Management++;
Dreyfus Cash Management Plus,
Inc.++;
Dreyfus Connecticut Municipal Money
Market
Fund, Inc.++;
The Dreyfus Consumer Credit
Corporation*;
Dreyfus Consumer Life Insurance
Company*;
Dreyfus Florida Intermediate
Municipal Bond
Fund++;
Dreyfus GNMA Fund, Inc.++;
Dreyfus Government Cash
Management++;
Dreyfus Growth and Income Fund,
Inc.++;
Dreyfus Growth Opportunity Fund,
Inc.++;
Dreyfus Institutional Short Term
Treasury
Fund++;
Dreyfus Insured Municipal Bond
Fund, Inc.++;
Dreyfus Intermediate Municipal Bond
Fund,
Inc.++;
Dreyfus Investors GNMA Fund++;
Dreyfus Management, Inc.*;
Dreyfus Massachusetts Municipal
Money Market Fund++;
Dreyfus Massachusetts Tax Exempt
Bond Fund++;
Dreyfus Michigan Municipal Money
Market Fund,
Inc.++;
Dreyfus Municipal Cash Management
Plus++;
Dreyfus New Jersey Municipal
Money Market Fund, Inc.++;
Dreyfus New Leaders Fund, Inc.++;
Dreyfus New York Insured Tax Exempt
Bond Fund++;
Dreyfus New York Municipal Cash
Management++;
Dreyfus New York Tax Exempt
Bond Fund, Inc.++;
Dreyfus New York Tax Exempt
Intermediate Bond Fund++;
Dreyfus New York Tax Exempt
Money Market Fund++;
Dreyfus Ohio Municipal Money Market
Fund, Inc.++;
Dreyfus Pennsylvania Municipal
Money
Market Fund++;
Dreyfus Short-Intermediate
Government Fund++;
Dreyfus Short-Intermediate
Municipal Bond
Fund++;
The Dreyfus Socially Responsible
Growth Fund,
Inc.++;
Dreyfus Tax Exempt Cash
Management++;
The Dreyfus Third Century Fund,
Inc.++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash
Management++;
First Prairie Cash Management++;
First Prairie Diversified Asset
Fund++;
First Prairie Money Market Fund++;
First Prairie Municipal Bond
Fund++;
First Prairie Municipal Money
Market Fund++;
First Prairie U.S. Government
Income Fund++;
First Prairie U.S. Treasury
Securities Cash
Management++;
General California Municipal Money
Market
Fund++;
General Government Securities Money
Market
Fund, Inc.++;
General Money Market Fund, Inc.++;
General Municipal Bond Fund,
Inc.++;
General Municipal Money Market
Fund, Inc.++;
General New York Municipal Bond
Fund,
Inc.++;
General New York Municipal Money
Market Fund++;
Pacific American Fund+++++;
Premier California Municipal Bond
Fund++;
Premier GNMA Fund++;
Premier Growth Fund, Inc.++;
Premier Insured Municipal Bond
Fund++;
Premier Municipal Bond Fund++;
Premier New York Municipal Bond
Fund++;
Premier State Municipal Bond
Fund++;
Assistant Secretary:
Dreyfus Service Organization,
Inc.*;
Major Trading Corporation*;
The Truepenny Corporation*
CHRISTINE PAVALOS Assistant Secretary:
Assistant Secretary Dreyfus A Bonds Plus, Inc.++;
Dreyfus Acquisition Corporation*;
Dreyfus Appreciation Fund, Inc.++;
Dreyfus Asset Allocation Fund,
Inc.++;
Dreyfus Balanced Fund, Inc.++;
Dreyfus BASIC Money Market Fund,
Inc.++;
Dreyfus BASIC Municipal Fund++;
Dreyfus BASIC U.S. Government Money
Market
Fund++;
Dreyfus California Intermediate
Municipal
Bond Fund++;
Dreyfus California Municipal
Income, Inc.++;
Dreyfus California Tax Exempt Bond
Fund,
Inc.++;
Dreyfus California Tax Exempt
Money Market Fund++;
Dreyfus Capital Growth Fund (A
Premier
Fund)++;
Dreyfus Capital Value Fund (A
Premier
Fund)++;
Dreyfus Cash Management++;
Dreyfus Cash Management Plus,
Inc.++;
Dreyfus Connecticut Intermediate
Municipal
Bond Fund++;
Dreyfus Connecticut Municipal Money
Market Fund, Inc.++;
Dreyfus Edison Electric Index Fund,
Inc.++;
Dreyfus Florida Intermediate
Municipal Bond
Fund++;
Dreyfus Florida Municipal Money
Market
Fund++;
Dreyfus Focus Funds, Inc.++;
The Dreyfus Fund Incorporated++;
Dreyfus Global Bond Fund, Inc.++;
Dreyfus Global Growth, L.P. (A
Strategic
Fund)++;
Dreyfus GNMA Fund, Inc.++;
Dreyfus Government Cash
Management++;
Dreyfus Growth and Income, Inc.++;
Dreyfus Growth Opportunity Fund,
Inc.++;
Dreyfus Institutional Money Market
Fund++;
Dreyfus Institutional Short Term
Treasury
Fund++;
Dreyfus Insured Municipal Bond
Fund, Inc.++;
Dreyfus Intermediate Municipal Bond
Fund,
Inc.++;
Dreyfus International Equity Fund,
Inc.++;
Dreyfus Investors GNMA Fund++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Management, Inc.*;
Dreyfus Massachusetts Intermediate
Municipal
Bond Fund++;
Dreyfus Massachusetts Municipal
Money Market
Fund++;
Dreyfus Massachusetts Tax Exempt
Bond Fund++;
Dreyfus Michigan Municipal Money
Market Fund,
Inc.++;
Dreyfus Money Market Instruments,
Inc.++;
Dreyfus Municipal Bond Fund,
Inc.++;
Dreyfus Municipal Cash Management
Plus++;
Dreyfus Municipal Income, Inc.++;
Dreyfus Municipal Money Market
Fund, Inc.++;
Dreyfus New Jersey Intermediate
Municipal
Bond Fund++;
Dreyfus New Jersey Municipal Bond
Fund,
Inc.++;
Dreyfus New Jersey Municipal Money
Market
Fund, Inc.++;
Dreyfus New Leaders Fund, Inc.++;
Dreyfus New York Insured Tax Exempt
Bond
Fund++;
Dreyfus New York Municipal Cash
Management++;
Dreyfus New York Municipal Income,
Inc.++;
Dreyfus New York Tax Exempt Bond
Fund,
Inc.++;
Dreyfus New York Tax Exempt
Intermediate Bond
Fund++;
Dreyfus New York Tax Exempt Money
Market
Fund++;
Dreyfus Ohio Municipal Money Market
Fund,
Inc.++;
Dreyfus 100% U.S. Treasury
Intermediate Term
Fund++;
Dreyfus 100% U.S. Treasury Long
Term Fund++;
Dreyfus 100% U.S. Treasury Money
Market
Fund++;
Dreyfus 100% U.S. Treasury Short
Term Fund++;
Dreyfus Pennsylvania Intermediate
Municipal
Bond Fund++;
Dreyfus Pennsylvania Municipal
Money
Market Fund++;
Dreyfus Service Corporation*;
Dreyfus Short-Intermediate
Government Fund++;
Dreyfus Short-Intermediate
Municipal Bond
Fund++;
Dreyfus Short-Term Income Fund,
Inc.++;
The Dreyfus Socially Responsible
Growth Fund,
Inc.++;
Dreyfus Stock Index Fund++;
Dreyfus Strategic Governments
Income, Inc.++;
Dreyfus Strategic Growth, L.P.++;
Dreyfus Strategic Income++;
Dreyfus Strategic Investing++;
Dreyfus Strategic Municipal Bond
Fund,
Inc.++;
Dreyfus Strategic Municipals,
Inc.++;
Dreyfus Tax Exempt Cash
Management++;
The Dreyfus Third Century Fund,
Inc.++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash
Management++;
Dreyfus Variable Investment Fund++;
Dreyfus-Wilshire Target Funds,
Inc.++;
Dreyfus Worldwide Dollar Money
Market Fund,
Inc.++;
First Prairie Cash Management++;
First Prairie Diversified Asset
Fund++;
First Prairie Money Market Fund++;
First Prairie Municipal Bond
Fund++;
First Prairie Municipal Money
Market Fund++;
First Prairie U.S. Government
Income Fund++;
First Prairie U.S. Treasury
Securities Cash
Management++;
The 401(k) Fund++;
General California Municipal Bond
Fund,
Inc.++;
General California Municipal Money
Market
Fund++;
General Government Securities Money
Market
Fund, Inc.++;
General Money Market Fund, Inc.++;
General Municipal Bond Fund,
Inc.++;
General Municipal Money Market
Fund, Inc.++;
General New York Municipal Bond
Fund,
Inc.++;
General New York Municipal Money
Market Fund++;
Peoples Index Fund, Inc.++;
Peoples S&P MidCap Index Fund,
Inc.++;
Premier California Municipal
Bond Fund++;
Premier Global Investing++;
Premier GNMA Fund++;
Premier Growth Fund, Inc.++;
Premier Insured Municipal Bond
Fund++;
Premier Municipal Bond Fund++;
Premier New York Municipal
Bond Fund++;
Premier State Municipal Bond
Fund++;
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 45
Broadway, New
York, New York 10006.
**** The address of the business so indicated is Five Triad
Center,
Salt Lake City, Utah 84180.
+ The address of the business so indicated is Atrium
Building,
80 Route 4 East, Paramus, New Jersey 07652.
++ The address of the business so indicated is 144 Glenn
Curtiss
Boulevard, Uniondale, New York 11556-0144.
+++ The address of the business so indicated is One
Rockefeller Plaza, New York, New York 10020.
++++ The address of the business so indicated is 2
Boulevard Royal, Luxembourg.
+++++ The address of the business so indicated is 800 West
Sixth Street, Suite 1000, Los Angeles, California 90017.
++++++ The address of the business so indicated is Nassau,
Bahama Islands.
<PAGE>
Item 28. Business and Other Connections of Investment Adviser
(continued)
(b) Sub-Investment Adviser - M&G Investment Management
Limited
M&G Investment Management Limited ("M&G"), a corporation with
principal
place of business at Three Quays Tower Hill, London EC3R 6B2,
England, is a
registered investment adviser under the Investment Advisers Act
of 1940.
The business of M&G consists primarily of providing investment
counselling
services to institutional investors.
Officers and Directors of Sub-Investment Adviser
Principal Occupation or Other
Employment of a Substantial
Name and Position with M&G Nature
LAURENCE EDWARD LINAKER Investment Manager,
Chairman of the Board M&G Investment Management
Limited
of Directors
DAVID LESLIE MORGAN Investment Manager,
Managing Director M&G Investment Management
Limited
JOHN PETER ALLARD Investment Manager,
Director M&G Investment Management
Limited
JOHN WILLIAM BOECKMANN Investment Manager,
Director M&G Investment Management
Limited
GORDON PETER CRAIG Investment Manager,
Director M&G Investment Management
Limited
ROBERT AIDEN ROCHE HAYES Investment Manager,
Director M&G Investment Management
Limited
RICHARD STORMONT HUGHES Investment Manager,
Director M&G Investment Management
Limited
DAVID JAMES HUTCHINS Investment Manager,
Director M&G Investment Management
Limited
JAMES ROBERT DOMINIC KORNER Investment Manager,
Director M&G Investment Management
Limited
EWEN ALAN MACPHERSON Director of Notz Stucid & Cie,
Geneva,
Director and non-executive director of a
number
of other companies
PAUL RODNEY MARSH Professor of Management and
Director Finance at the London Business
School
NIGEL DOUGLAS MORRISON Investment Manager,
Director M&G Investment Management
Limited
ROGER DANIEL NIGHTINGALE Economist with RDN Associates
Director
PAUL DAVID ASHBURNER NIX Investment Manager,
Director M&G Investment Management
Limited
WILLIAM JOHN NOTT Investment Manager,
Director M&G Investment Management
Limited
DANIEL O'SHEA Investment Manager,
Director M&G Investment Management
Limited
DUNCAN NEIL ROBERTSON Investment Manager,
Director M&G Investment Management
Limited
JOHN CHRISTOPHER WHITAKER Investment Manager,
Director M&G Investment Management
Limited
ANTHONY JOHN ASHPLANT Secretary,
Secretary M&G Investment Management
Limited
Item 29. Principal Underwriters
(a) Other investment companies for which Registrant's
principal
underwriter (exclusive distributor) acts as
principal
underwriter or exclusive distributor:
1. Comstock Partners Strategy Fund, Inc.
2. Dreyfus A Bonds Plus, Inc.
3. Dreyfus Appreciation Fund, Inc.
4. Dreyfus Asset Allocation Fund, Inc.
5. Dreyfus Balanced Fund, Inc.
6. Dreyfus BASIC Money Market Fund, Inc.
7. Dreyfus BASIC Municipal Money Market Fund,
Inc.
8. Dreyfus BASIC U.S. Government Money Market
Fund
9. Dreyfus California Intermediate Municipal
Bond Fund
10. Dreyfus California Tax Exempt Bond Fund, Inc.
11. Dreyfus California Tax Exempt Money Market
Fund
12. Dreyfus Capital Value Fund, Inc.
13. Dreyfus Cash Management
14. Dreyfus Cash Management Plus, Inc.
15. Dreyfus Connecticut Intermediate Municipal
Bond Fund
16. Dreyfus Connecticut Municipal Money Market
Fund, Inc.
17. Dreyfus Edison Electric Index Fund, Inc.
18. Dreyfus Florida Intermediate Municipal Bond
Fund
19. Dreyfus Florida Municipal Money Market Fund
20. Dreyfus Focus Funds, Inc.
21. The Dreyfus Fund Incorporated
22. Dreyfus Global Bond Fund, Inc.
23. Dreyfus Global Growth, L.P. (A Strategic
Fund)
24. Dreyfus Global Investing, Inc.
25. Dreyfus GNMA Fund, Inc.
26. Dreyfus Government Cash Management
27. Dreyfus Growth Allocation Fund, Inc.
28. Dreyfus Growth and Income Fund, Inc.
29. Dreyfus Growth Opportunity Fund, Inc.
30. Dreyfus Institutional Money Market Fund
31. Dreyfus Institutional Short Term Treasury
Fund
32. Dreyfus Insured Municipal Bond Fund, Inc.
33. Dreyfus Intermediate Municipal Bond Fund,
Inc.
34. Dreyfus International Equity Fund, Inc.
35. Dreyfus Investors GNMA Fund
36. The Dreyfus Leverage Fund, Inc.
37. Dreyfus Life and Annuity Index Fund, Inc.
38. Dreyfus Liquid Assets, Inc.
39. Dreyfus Massachusetts Intermediate Municipal
Bond Fund
40. Dreyfus Massachusetts Municipal Money Market
Fund
41. Dreyfus Massachusetts Tax Exempt Bond Fund
42. Dreyfus Michigan Municipal Money Market Fund,
Inc.
43. Dreyfus Money Market Instruments, Inc.
44. Dreyfus Municipal Bond Fund, Inc.
45. Dreyfus Municipal Cash Management Plus
46. Dreyfus Municipal Money Market Fund, Inc.
47. Dreyfus New Jersey Intermediate Municipal
Bond Fund
48. Dreyfus New Jersey Municipal Bond Fund, Inc.
49. Dreyfus New Jersey Municipal Money Market
Fund, Inc.
50. Dreyfus New Leaders Fund, Inc.
51. Dreyfus New York Insured Tax Exempt Bond Fund
52. Dreyfus New York Municipal Cash Management
53. Dreyfus New York Tax Exempt Bond Fund, Inc.
54. Dreyfus New York Tax Exempt Intermediate Bond
Fund
55. Dreyfus New York Tax Exempt Money Market Fund
56. Dreyfus Ohio Municipal Money Market Fund,
Inc.
57. Dreyfus 100% U.S. Treasury Intermediate Term
Fund
58. Dreyfus 100% U.S. Treasury Long Term Fund
59. Dreyfus 100% U.S. Treasury Money Market Fund
60. Dreyfus 100% U.S. Treasury Short Term Fund
61. Dreyfus Pennsylvania Intermediate Municipal
Bond Fund
62. Dreyfus Pennsylvania Municipal Money Market
Fund
63. Dreyfus Short-Intermediate Government Fund
64. Dreyfus Short-Intermediate Municipal Bond
Fund
65. Dreyfus Short-Term Income Fund, Inc.
66. The Dreyfus Socially Responsible Growth Fund,
Inc.
67. Dreyfus Strategic Growth, L.P.
68. Dreyfus Strategic Income
69. Dreyfus Strategic Investing
70. Dreyfus Tax Exempt Cash Management
71. The Dreyfus Third Century Fund, Inc.
72. Dreyfus Treasury Cash Management
73. Dreyfus Treasury Prime Cash Management
74. Dreyfus Variable Investment Fund
75. Dreyfus-Wilshire Target Funds, Inc.
76. Dreyfus Worldwide Dollar Money Market
Fund, Inc.
77. First Prairie Cash Management
78. First Prairie Diversified Asset Fund
79. First Prairie Money Market Fund
80. First Prairie Municipal Money Market Fund
81. First Prairie Tax Exempt Bond Fund, Inc.
82. First Prairie U.S. Government Income Fund
83. First Prairie U.S. Treasury Securities Cash
Management
84. General California Municipal Bond Fund, Inc.
85. General California Municipal Money Market
Fund
86. General Government Securities Money Market
Fund, Inc.
87. General Money Market Fund, Inc.
88. General Municipal Bond Fund, Inc.
89. General Municipal Money Market Fund, Inc.
90. General New York Municipal Bond Fund, Inc.
91. General New York Municipal Money Market Fund
92. Pacific American Fund
93. Peoples Index Fund, Inc.
94. Peoples S&P MidCap Index Fund, Inc.
95. Premier California Municipal Bond Fund
96. Premier GNMA Fund
97. Premier Growth Fund, Inc.
98. Premier Insured Municipal Bond Fund
99. Premier Municipal Bond Fund
100. Premier New York Municipal Bond Fund
101. Premier State Municipal Bond Fund
(b)
Positions and offices
Positions and
Name and principal with Dreyfus
offices with
business address Service Corporation
Registrant
Howard Stein* Chairman of the Board None
Robert H. Schmidt* President and Director None
Joseph S. DiMartino* Executive Vice President None
and Director
Lawrence M. Greene* Executive Vice President None
and Director
Julian M. Smerling* Executive Vice President None
and Director
Elie M. Genadry* Executive Vice President None
Henry D. Gottmann* Executive Vice President None
Donald A. Nanfeldt* Executive Vice President None
Kevin Flood* Senior Vice President None
Roy Gross* Senior Vice President None
Irene Papadoulis** Senior Vice President None
Kirk Stumpp* Senior Vice President/ None
Director of Marketing
Diane M. Coffey* Vice President None
Walter T. Harris* Vice President None
William Harvey* Vice President None
Adwick Pinnock** Vice President None
George Pirrone* Vice President/Trading None
Karen Rubin Waldmann* Vice President None
Peter D. Schwab* Vice President/New Products None
Michael Anderson* Assistant Vice President None
Carolyn Sobering* Assistant Vice President-- None
Trading
Daniel C. Maclean* Secretary Vice
President
Robert F. Dubuss* Treasurer None
Maurice Bendrihem* Controller None
Michael J. Dolitsky* Assistant Controller None
Susan Verbil Goldgraben* Assistant Treasurer None
Christine Pavalos* Assistant Secretary
Assistant
Secretary
Broker-Dealer Division of Dreyfus Service Corporation
=====================================================
Positions and offices
with Broker-Dealer
Positions and
Name and principal Division of Dreyfus
offices with
business address Service Corporation
Registrant
Elie M. Genadry* President None
Craig E. Smith* Executive Vice President None
Peter Moeller* Vice President and Sales None
Manager
Kristina Williams Vice President-- None
Pompano Beach, FL Administration
James Barr Regional Vice President None
Newton, MA
Mary B. Brundage Regional Vice President None
Pasadena, CA
Edward Donley Regional Vice President None
Latham, NY
Thomas Ellis Regional Vice President None
Ranchero Murietta, CA
Glenn Farinacci* Regional Vice President None
Peter S. Ferrentino Regional Vice President None
San Francisco, CA
William Frey Regional Vice President None
Hoffman Estates, IL
Suzanne Haley Regional Vice President None
Tampa, FL
Philip Jochem Regional Vice President None
Warrington, PA
Richard P. Kundracik Regional Vice President None
Waterford, MI
Michael Lane Regional Vice President None
Beaver Falls, PA
Fred Lanier Regional Vice President None
Atlanta, GA
Beth Presson Regional Vice President None
Colchester, VT
Joseph Reaves Regional Vice President None
New Orleans, LA
Christian Renninger Regional Vice President None
Germantown, MD
Robert J. Richardson Regional Vice President None
Houston, TX
Kurt Wiessner Regional Vice President None
Minneapolis, MN
Institutional Services Division of Dreyfus Service Corporation
==============================================================
Positions and offices
with Institutional Services
Positions and
Name and principal Division of Dreyfus
offices with
business address Service Corporation
Registrant
Elie M. Genadry* President None
Donald A. Nanfeldt* Executive Vice President None
Kathleen M. Lewis++ Vice President-- None
Institutional Sales Manager
Charles Cardona** Senior Vice President-- None
Institutional Services
Stacy Alexander* Vice President--Bank None
Wholesale
Eric Almquist* Vice President--Eastern None
Regional Sales Manager
James E. Baskin+++++++ Vice President-- None
Institutional Sales
Kenneth Bernstein Vice President--Bank None
Boca Raton, FL Wholesale
Stephen Burke* Vice President--Bank None
Wholesaler Sales Manager
Laurel A. Diedrick Burrows*** Vice President--Bank None
Wholesale
Gary F. Callahan Vice President--Bank None
Somerville, NJ Wholesale
Daniel L. Clawson++++ Vice President-- None
Institutional Sales
Anthony T. Corallo Vice President-- None
San Francisco, CA Institutional Sales
Bonnie M. Cymbryla Vice President--Bank None
Brewerton, NY Wholesale
William Davis Vice President None
Bellevue, WA
Steven Faticone***** Vice President--Bank None
Wholesale
William E. Findley**** Vice President None
Melinda Miller Gordon* Vice President None
Christina Haydt++ Vice President-- None
Institutional Sales
Carol Anne Kelty* Vice President-- None
Institutional Sales
Gwenn Kessler***** Vice President--Bank None
Wholesale
Bradford Lange* Vice President--Bank None
Wholesale
Eva Machek***** Vice President-- None
Institutional Sales
Bradley R. Maybury Vice President--Bank None
Seattle, WA Wholesale
Mary McCabe*** Vice President--Bank None
Wholesale
James McNamara***** Vice President-- None
Institutional Sales
James Neiland* Vice President--Bank None
Wholesale--National
Accounts Manager
Susan M. O'Connor* Vice President-- None
Institutional Seminars
Andrew Pearson+++ Vice President-- None
Institutional Sales
Jean Heitzman Penny***** Vice President-- None
Institutional Sales
Dwight Pierce+ Vice President--Bank None
Wholesale
Lorianne Pinto* Vice President--Bank None
Wholesale
Douglas Rentschler Vice President--Bank None
Grosse Point Park, MI Wholesale
Leah Ryan**** Vice President-- None
Institutional Sales
Edward Sands* Vice President-- None
Institutional Administration
William Schalda* Vice President-- None
Institutional Administration
Sue Ann Seefeld++++ Vice President-- None
Institutional Sales
Brant Snavely Vice President--Bank None
Charlotte, NC Wholesale
Thomas Stallings Vice President-- None
Richmond, VA Institutional Sales
Elizabeth Biordi Wieland* Vice President-- None
Institutional Administration
Thomas Winnick Vice President--Bank None
Malverne, PA Wholesale
Jeanne Butler* Assistant Vice President-- None
Institutional Operations
Roberta Hall***** Assistant Vice President-- None
Institutional Servicing
Tracy Hopkins** Assistant Vice President-- None
Institutional Operations
Lois Paterson* Assistant Vice President-- None
Institutional Operations
Mary Rogers** Assistant Vice President-- None
Institutional Servicing
Karen Markovic Shpall++++++ Assistant Vice President None
Patrick Synan** Assistant Vice President-- None
Institutional Support
Emilie Tongalson** Assistant Vice President-- None
Institutional Servicing
Tonda Watson**** Assistant Vice President-- None
Institutional Sales
Group Retirement Plans Division of Dreyfus Service Corporation
==============================================================
Positions and offices
with Group Retirement
Positions and
Name and principal Plans Division of
offices with
business address Dreyfus Service Corporation
Registrant
Elie M. Genadry* President None
Robert W. Stone* Executive Vice President None
Leonard Larrabee* Vice President and None
Senior Counsel
George Anastasakos* Vice President None
Bart Ballinger++ Vice President--Sales None
Paula Cleary* Vice President--Marketing None
Ellen S. Dinas* Vice President--Marketing/ None
Communications
William Gallagher* Vice President--Sales None
Jeffrey Lejune Vice President--Sales None
Dallas, TX
Samuel Mancino** Vice President-- None
Installation
Joanna Morris* Vice President--Sales None
Joseph Pickert++ Vice President--Sales None
Alison Saunders** Vice President--Enrollment None
Scott Zeleznik* Vice President--Sales None
Alana Zion* Vice President--Sales None
Jeffrey Blake* Assistant Vice President-- None
Sales
_______________
* The address of the offices so indicated is 200 Park
Avenue, New York, New York 10166.
** The address of the offices so indicated is 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144.
*** The address of the offices so indicated is 580
California
Street, San Francisco, California 94104.
**** The address of the offices so indicated is 3384
Peachtree Road,
Suite 100, Atlanta, Georgia 30326-1106.
***** The address of the offices so indicated is 190 South
LaSalle
Street, Suite 2850, Chicago, Illinois 60603.
+ The address of the offices so indicated is P.O. Box
1657, Duxbury,
Massachusetts 02331.
++ The address of the offices so indicated is 800 West
Sixth Street,
Suite 1000, Los Angeles, California 90017.
+++ The address of the offices so indicated is 11 Berwick
Lane,
Edgewood, Rhode Island 02905.
++++ The address of the offices so indicated is 1700 Lincoln
Street,
Suite 3940, Denver, Colorado 80203.
+++++ The address of the offices so indicated is 6767 Forest
Hill Avenue,
Richmond, Virginia 23225.
++++++ The address of the offices so indicated is 2117 Diamond
Street, San
Diego, California 92109.
+++++++ The address of the offices so indicated is P.O. Box 757,
Holliston,
Massachusetts 01746.
Item 30. Location of Accounts and Records
1. The Shareholder Services Group, Inc.,
a subsidiary of First Data Corporation
P.O. Box 9671
Providence, Rhode Island 02940-9671
2. The Bank of New York
110 Washington Street
New York, New York 10286
3. The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Item 31. Management Services
Not Applicable
Item 32. Undertakings
Registrant hereby undertakes
(b) (1) to file a post-effective amendment, using
financial statements, as of a reasonably current date,
which need not be certified, within four to six months
from the effective date of Registrant's 1933 Act
Registration Statement.
(2) to call a meeting of shareholders for the
purpose of voting upon the question of removal of a
director or directors when requested in writing to do so
by the holders of at least 10% of the Registrant's
outstanding shares of common stock and in connection with
such meeting to comply with the provisions of
Section 16(c) of the Investment Company Act of 1940 relating to
shareholder communications.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933
and the Investment Company Act of 1940, the Registrant has duly
caused this Amendment to Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of New York, and State of New York, on the 17th day of June,
1994.
DREYFUS INTERNATIONAL RECOVERY
FUND, INC.
(Registrant)
By:/s/ Joseph S. DiMartino
Joseph S. DiMartino, President
POWER OF ATTORNEY
Each person whose signature appears below on this
Amendment to Registration Statement hereby constitutes and
appoints Mark N. Jacobs, Steven F. Newman and Michael A.
Rosenberg, and each of them, with full power to act without the
other, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities (until revoked
in writing) to sign any and all amendments to this Registration
Statement (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 substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
/s/ Joseph S. DiMartino President June 17, 1994
Joseph S. DiMartino (Principal
Executive Officer)
and Director
/s/ Jeffrey N. Nachman Vice President June 17, 1994
Jeffrey N. Nachman and Treasurer
(Principal Financial
and Accounting Officer)
/s/ John M. Fraser, Jr. Director June 17, 1994
John M. Fraser, Jr.
/s/ Robert R. Glauber Director June 17, 1994
Robert R. Glauber
/s/ James F. Henry Director June 17, 1994
James F. Henry
/s/ Rosalind Gersten Jacobs Director June 17, 1994
Rosalind Gersten Jacobs
/s/ Irving Kristol Director June 17, 1994
Irving Kristol
/s/ Dr. Paul A. Marks Director June 17, 1994
Dr. Paul A. Marks
/s/ Dr. Martin Peretz Director June 17, 1994
Dr. Martin Peretz
/s/ Howard Stein Director June 17, 1994
Howard Stein
/s/ Bert W. Wasserman Director June 17, 1994
Bert W. Wasserman
DREYFUS INTERNATIONAL RECOVERY FUND, INC.
Pre-Effective Amendment No. 1 to
Registration Statement on Form N-1A under
the Securities Act of 1933 and
the Investment Company Act of 1940
____________________
EXHIBITS
____________________
INDEX TO EXHIBITS
Page
(1) Articles of Incorporation. . . . . . . . . . . . . . .
(2) By-Laws. . . . . . . . . . . . . . . . . . . . . . . .
(5) (a) Management Agreement. . . . . . . . . . . . . . .
(5) (b) Sub-Investment Advisory Agreement . . . . . . . .
(6) Distribution Agreement . . . . . . . . . . . . . . . .
(8) Custody Agreement. . . . . . . . . . . . . . . . . . .
(9) Shareholder Services Plan. . . . . . . . . . . . . . .
(10) Opinion (including consent) of
Stroock & Stroock & Lavan. . . . . . . . . . . . . .
(11) Consent of Independent Auditors. . . . . . . . . . . .
(15) Distribution Plan. . . . . . . . . . . . . . . . . . .
Other Exhibits:
Certificate of Assistant Secretary . . . . . . . . . .
Notification of Election Pursuant to Rule 18f-1. . . .
<PAGE>
EXHIBIT (1)
ARTICLES OF INCORPORATION
OF
DREYFUS INTERNATIONAL RECOVERY FUND, INC.
FIRST: The undersigned, Adam J. Shapiro, whose address
is Seven Hanover Square, New York, New York 10004-2696, being at
least eighteen years of age, hereby forms a corporation under the
Maryland General Corporation Law.
SECOND: The name of the corporation (hereinafter called
the "corporation") is Dreyfus International Recovery Fund, Inc.
THIRD: The corporation is formed for the following
purpose or purposes:
(a) to conduct, operate and carry on the
business of an investment company;
(b) to subscribe for, invest in, reinvest
in, purchase or otherwise acquire, hold, pledge, sell,
assign, transfer, lend, write options on, exchange,
distribute or otherwise dispose of and deal in and with
securities of every nature, kind, character, type and
form, including without limitation of the generality of
the foregoing, all types of stocks, shares, futures
contracts, bonds, debentures, notes, bills and other
negotiable or non-negotiable instruments, obligations,
evidences of interest, certificates of interest,
certificates of participation, certificates, interests,
evidences of ownership, guarantees, warrants, options or
evidences of indebtedness issued or created by or
guaranteed as to principal and interest by any state or
local government or any agency or instrumentality
thereof, by the United States Government or any agency,
instrumentality, territory, district or possession
thereof, by any foreign government or any agency,
instrumentality, territory, district or possession
thereof, by any corporation organized under the laws of
any state, the United States or any territory or
possession thereof or under the laws of any foreign
country, bank certificates of deposit, bank time
deposits, bankers' acceptances and commercial paper; to
pay for the same in cash or by the issue of stock,
including treasury stock, bonds or notes of the
corporation or otherwise; and to exercise any and all
rights, powers and privileges of ownership or interest
in respect of any and all such investments of every kind
and description, including without limitation, the right
to consent and otherwise act with respect thereto, with
power to designate one or more persons, firms,
associations or corporations to exercise any of said
rights, powers and privileges in respect of any said
instruments;
(c) to borrow money or otherwise obtain credit
and to secure the same by mortgaging, pledging or
otherwise subjecting as security the assets of the
corporation;
(d) to issue, sell, repurchase, redeem,
retire, cancel, acquire, hold, resell, reissue, dispose
of, transfer, and otherwise deal in, shares of stock of
the corporation, including shares of stock of the
corporation in fractional denominations, and to apply to
any such repurchase, redemption, retirement,
cancellation or acquisition of shares of stock of the
corporation any funds or property of the corporation
whether capital or surplus or otherwise, to the full
extent now or hereafter permitted by the laws of the
State of Maryland;
(e) to conduct its business, promote its
purposes and carry on its operations in any and all of
its branches and maintain offices both within and
without the State of Maryland, in any States of the
United States of America, in the District of Columbia
and in any other parts of the world; and
(f) to do all and everything necessary,
suitable, convenient, or proper for the conduct,
promotion and attainment of any of the businesses and
purposes herein specified or which at any time may be
incidental thereto or may appear conducive to or
expedient for the accomplishment of any of such
businesses and purposes and which might be engaged in or
carried on by a corporation incorporated or organized
under the Maryland General Corporation Law, and to have
and exercise all of the powers conferred by the laws of
the State of Maryland upon corporations incorporated or
organized under the Maryland General Corporation Law.
The foregoing provisions of this Article THIRD shall be
construed both as purposes and powers and each as an independent
purpose and power. The foregoing enumeration of specific
purposes
and powers shall not be held to limit or restrict in any manner
the purposes and powers of the corporation, and the purposes and
powers herein specified shall, except when otherwise provided in
this Article THIRD, be in no wise limited or restricted by
reference to, or inference from, the terms of any provision of
this or any other Article of these Articles of Incorporation;
provided, that the corporation shall not conduct any business,
promote any purpose, or exercise any power or privilege within or
without the State of Maryland which, under the laws thereof, the
corporation may not lawfully conduct, promote, or exercise.
FOURTH: The post office address of the principal office
of the corporation within the State of Maryland, and of the
resident agent of the corporation within the State of Maryland,
is
The Corporation Trust Incorporated, 32 South Street, Baltimore,
Maryland 21202.
FIFTH: (1) The total number of shares of stock which
the corporation has authority to issue is three hundred million
(300,000,000) shares of Common Stock, all of which are of a par
value of one tenth of one cent ($.001) each.
(2) The aggregate par value of all the authorized
shares of stock is three hundred thousand dollars ($300,000.00).
(3) The Board of Directors of the corporation is
authorized, from time to time, to fix the price or the minimum
price or the consideration or minimum consideration for, and to
authorize the issuance of, the shares of stock of the
corporation.
(4) The Board of Directors of the corporation is
authorized, from time to time, to further classify or to re-
classify, as the case may be, any unissued shares of stock of the
corporation by setting or changing the preferences, conversion or
other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms or conditions of redemption
of the stock.
(5) Subject to the power of the Board of Directors to
reclassify unissued shares, the shares of each class of stock of
the corporation shall have the following preferences, conversion
and other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemption:
(a) (i) All consideration received by the
corporation for the issuance or sale of shares together
with all income, earnings, profits and proceeds thereof,
shall irrevocably belong to such class for all purposes,
subject only to the rights of creditors, and are herein
referred to as "assets belonging to" such class.
(ii) The assets belonging to such class shall
be charged with the liabilities of the corporation in
respect of such class and with such class's share of the
general liabilities of the corporation, in the latter
case in proportion that the net asset value of such
class bears to the net asset value of all classes. The
determination of the Board of Directors shall be
conclusive as to the allocation of liabilities,
including accrued expenses and reserves, to a class.
(iii) Dividends or distributions on shares of
each class, whether payable in stock or cash, shall be
paid only out of earnings, surplus or other assets
belonging to such class.
(iv) In the event of the liquidation or
dissolution of the corporation, stockholders of each
class shall be entitled to receive, as a class, out of
the assets of the corporation available for distribution
to stockholders, the assets belonging to such class and
the assets so distributable to the stockholders of such
class shall be distributed among such stockholders in
proportion to the number of shares of such class held by
them.
(b) A class may be invested with one or more other
classes in a common investment portfolio. Notwith-
standing the provisions of paragraph (5)(a) of this
Article Fifth, if two or more classes are invested in a
common investment portfolio, the shares of each such
class of stock of the corporation shall be subject to
the following preferences, conversion and other rights,
voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of
redemption, and, if there are other classes of stock
invested in a different investment portfolio, shall also
be subject to the provisions of paragraph (5)(a) of this
Article Fifth at the portfolio level as if the classes
invested in the common investment portfolio were one
class:
(i) The income and expenses of the investment
portfolio shall be allocated among the classes invested
in the investment portfolio in accordance with the
number of shares outstanding of each such class or as
otherwise determined by the Board of Directors.
(ii) As more fully set forth in this paragraph
(5)(b) of Article Fifth, the liabilities and expenses of
the classes invested in the same investment portfolio
shall be determined separately from those of each other
and, accordingly, the net asset value, the dividends and
distributions payable to holders, and the amounts
distributable in the event of liquidation of the
corporation to holders of shares of the corporation's
stock may vary from class to class invested in the same
investment portfolio. Except for these differences and
certain other differences set forth in this paragraph
(5) of Article Fifth, the classes invested in the same
investment portfolio shall have the same preferences,
conversion and other rights, voting powers,
restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption.
(iii) The dividends and distributions of
investment income and capital gains with respect to the
classes invested in the same investment portfolio shall
be in such amounts as may be declared from time to time
by the Board of Directors, and such dividends and
distributions may vary among the classes invested in the
same investment portfolio to reflect differing
allocations of the expenses of the corporation among the
classes and any resultant differences between the net
asset values per share of the classes, to such extent
and for such purposes as the Board of Directors may deem
appropriate. The allocation of investment income,
capital gains, expenses and liabilities of the
corporation among the classes shall be determined by the
Board of Directors in a manner that is consistent with
the order dated January 14, 1993 (Investment Company Act
of 1940 Release No. 19214) issued by the Securities and
Exchange Commission in connection with the application
for exemption filed by Dreyfus A Bonds Plus, Inc.,
et al., and any existing or future amendment to such
order or any rule or interpretation under the Investment
Company Act of 1940, as amended, that modifies or
supersedes such order (the "Order").
(c) On each matter submitted to a vote of the
stockholders, each holder of a share of stock shall be
entitled to one vote for each share standing in his name
on the books of the corporation irrespective of the
class thereof. All holders of shares of stock shall
vote as a single class except as may otherwise be
required by law pursuant to any applicable order, rule
or interpretation issued by the Securities and Exchange
Commission, or otherwise, or except with respect to any
matter which affects only one or more classes of stock,
in which case only the holders of shares of the class or
classes affected shall be entitled to vote.
Except as provided above, all provisions of the Articles of
Incorporation relating to stock of the corporation shall apply to
shares of, and to the holders of, all classes of stock.
(6) Notwithstanding any provisions of the Maryland
General Corporation Law requiring a greater proportion than a
majority of the votes of stockholders entitled to be cast in
order
to take or authorize any action, any such action may be taken or
authorized upon the concurrence of a majority of the aggregate
number of votes entitled to be cast thereon.
(7) The presence in person or by proxy of the holders
of one-third of the shares of stock of the corporation entitled
to vote (without regard to class) shall constitute a quorum at
any meeting of the stockholders, except with respect to any
matter
which, under applicable statutes or regulatory requirements,
requires approval by a separate vote of one or more classes of
stock, in which case the presence in person or by proxy of the
holders of one-third of the shares of stock of each class
required
to vote as a class on the matter shall constitute a quorum.
(8) The corporation may issue shares of stock in
fractional denominations to the same extent as its whole shares,
and shares in fractional denominations shall be shares of stock
having proportionately to the respective fractions represented
thereby all the rights of whole shares, including, without
limitation, the right to vote, the right to receive dividends and
distributions and the right to participate upon liquidation of
the
corporation, but excluding the right to receive a stock
certificate evidencing a fractional share.
(9) No holder of any shares of any class of the
corporation shall be entitled as of right to subscribe for,
purchase, or otherwise acquire any shares of any class which the
corporation proposes to issue, or any rights or options which the
corporation proposes to issue or to grant for the purchase of
shares of any class or for the purchase of any shares, bonds,
securities, or obligations of the corporation which are
convertible into or exchangeable for, or which carry any rights
to
subscribe for, purchase, or otherwise acquire shares of any class
of the corporation; and any and all of such shares, bonds,
securities or obligations of the corporation, whether now or
hereafter authorized or created, may be issued, or may be
reissued
or transferred if the same have been reacquired and have treasury
status, and any and all of such rights and options may be granted
by the Board of Directors to such persons, firms, corporations
and
associations, and for such lawful consideration, and on such
terms, as the Board of Directors in its discretion may determine,
without first offering the same, or any thereof, to any said
holder.
SIXTH: (1) The number of directors of the corporation,
until such number shall be increased or decreased pursuant to the
by-laws of the corporation, is one. The number of directors
shall
never be less than the minimum number prescribed by the Maryland
General Corporation Law.
(2) The name of the person who shall act as director of
the corporation until the first annual meeting or until his
successor or successors are duly chosen and qualify is as
follows:
Mark N. Jacobs
(3) The initial by-laws of the corporation shall be
adopted by the directors at their organizational meeting or by
their informal written action, as the case may be. Thereafter,
the power to make, alter, and repeal the by-laws of the
corporation shall be vested in the Board of Directors of the
corporation.
(4) Any determination made in good faith by or pursuant
to the direction of the Board of Directors, as to: the amount of
the assets, debts, obligations, or liabilities of the
corporation;
the amount of any reserves or charges set up and the propriety
thereof; the time of or purpose for creating such reserves or
charges; the use, alteration or cancellation of any reserves or
charges (whether or not any debt, obligation or liability for
which such reserves or charges shall have been created shall have
been paid or discharged or shall be then or thereafter required
to
be paid or discharged); the value of any investment or fair value
of any other asset of the corporation; the amount of net
investment income; the number of shares of stock outstanding; the
estimated expense in connection with purchases or redemptions of
the corporation's stock; the ability to liquidate investments in
orderly fashion; the extent to which it is practicable to deliver
a cross-section of the portfolio of the corporation in payment
for
any such shares, or as to any other matters relating to the
issue,
sale, purchase, redemption and/or other acquisition or
disposition
of investments or shares of the corporation, or the determination
of the net asset value of shares of the corporation shall be
final
and conclusive, and shall be binding upon the corporation and all
holders of its shares, past, present and future, and shares of
the
corporation are issued and sold on the condition and
understanding
that any and all such determinations shall be binding as
aforesaid.
SEVENTH: (1) To the fullest extent that limitations on
the liability of directors and officers are permitted by the
Maryland General Corporation Law, no director or officer of the
corporation shall have any liability to the corporation or its
stockholders for damages. This limitation on liability applies
to
events occurring at the time a person serves as a director or
officer of the corporation whether or not such person is a
director or officer at the time of any proceeding in which
liability is asserted.
(2) The corporation shall indemnify and advance
expenses to its currently acting and its former directors to the
fullest extent that indemnification of directors is permitted by
the Maryland General Corporation Law. The corporation shall
indemnify and advance expenses to its officers to the same extent
as its directors and to such further extent as is consistent with
law. The board of directors may, through a by-law, resolution or
agreement, make further provisions for indemnification of
directors, officers, employees and agents to the fullest extent
permitted by the Maryland General Corporation Law.
(3) No provision of this Article SEVENTH shall be
effective to protect or purport to protect any director or
officer
of the corporation against any liability to the corporation or
its
stockholders to which he would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office.
(4) References to the Maryland General Corporation Law
in this Article SEVENTH are to the law as from time to time
amended. No amendment to the Articles of Incorporation of the
corporation shall affect any right of any person under this
Article SEVENTH based on any event, omission or proceeding prior
to such amendment.
EIGHTH: Any holder of shares of stock of the
corporation may require the corporation to redeem and the
corporation shall be obligated to redeem at the option of such
holder all or any part of the shares of the corporation owned by
said holder, at the redemption price, pursuant to the method,
upon
the terms and subject to the conditions hereinafter set forth:
(a) The redemption price per share shall be the
net asset value per share determined at such time or
times as the Board of Directors of the corporation shall
designate in accordance with any provision of the
Investment Company Act of 1940, any rule or regulation
thereunder or exemption or exception therefrom, or any
rule or regulation made or adopted by any securities
association registered under the Securities Exchange Act
of 1934.
(b) Net asset value per share of a class shall
be determined by dividing:
(i) The total value of the assets of
such class or, in the case of a class invested
in a common investment portfolio with other
classes, such class's proportionate share of
the total value of the assets of the common
investment portfolio, such value determined as
provided in Subsection (c) below less, to the
extent determined by or pursuant to the
direction of the Board of Directors, all
debts, obligations and liabilities of such
class (which debts, obligations and
liabilities shall include, without limitation
of the generality of the foregoing, any and
all debts, obligations, liabilities, or
claims, of any and every kind and nature,
fixed, accrued and otherwise, including the
estimated accrued expenses of management and
supervision, administration and distribution
and any reserves or charges for any or all of
the foregoing, whether for taxes, expenses or
otherwise) but excluding such class' liability
upon its shares and its surplus, by
(ii) The total number of shares of such
class outstanding.
The Board of Directors is empowered, in its
absolute discretion, to establish other methods for
determining such net asset value whenever such other
methods are deemed by it to be necessary in order to
enable the corporation to comply with, or are deemed by
it to be desirable provided they are not inconsistent
with, any provision of the Investment Company Act of
1940 or any rule or regulation thereunder.
(c) In determining for the purposes of these
Articles of Incorporation the total value of the assets
of the corporation at any time, investments and any
other assets of the corporation shall be valued in such
manner as may be determined from time to time by the
Board of Directors.
(d) Payment of the redemption price by the
corporation may be made either in cash or in securities
or other assets at the time owned by the corporation or
partly in cash and partly in securities or other assets
at the time owned by the corporation. The value of any
part of such payment to be made in securities or other
assets of the corporation shall be the value employed in
determining the redemption price. Payment of the
redemption price shall be made on or before the seventh
day following the day on which the shares are properly
presented for redemption hereunder, except that delivery
of any securities included in any such payment shall be
made as promptly as any necessary transfers on the books
of the issuers whose securities are to be delivered may
be made.
The corporation, pursuant to resolution of the
Board of Directors, may deduct from the payment made for
any shares redeemed a liquidating charge not in excess
of five percent (5%) of the redemption price of the
shares so redeemed, and the Board of Directors may alter
or suspend any such liquidating charge from time to
time.
(e) Redemption of shares of stock by the
corporation is conditional upon the corporation having
funds or property legally available therefor.
(f) The corporation, either directly or through
an agent, may repurchase its shares, out of funds
legally available therefor, upon such terms and
conditions and for such consideration as the Board of
Directors shall deem advisable, by agreement with the
owner at a price not exceeding the net asset value per
share as determined by the corporation at such time or
times as the Board of Directors of the corporation shall
designate, less a charge not to exceed five percent (5%)
of such net asset value, if and as fixed by resolution
of the Board of Directors of the corporation from time
to time, and take all other steps deemed necessary or
advisable in connection therewith.
(g) The corporation, pursuant to resolution of
the Board of Directors, may cause the redemption, upon
the terms set forth in such resolution and in
subsections (a) through (e) and subsection (h) of this
Article EIGHTH, of shares of stock owned by stockholders
whose shares have an aggregate net asset value less than
such amount as may be fixed from time to time by the
Board of Directors. Notwithstanding any other provision
of this Article EIGHTH, if certificates representing
such shares have been issued, the redemption price need
not be paid by the corporation until such certificates
are presented in proper form for transfer to the
corporation or the agent of the corporation appointed
for such purpose; however, the redemption shall be
effective, in accordance with the resolution of the
Board of Directors, regardless of whether or not such
presentation has been made.
(h) The obligations set forth in this Article
EIGHTH may be suspended or postponed as may be
permissible under the Investment Company Act of 1940 and
the rules and regulations thereunder.
(i) The Board of Directors may establish other
terms and conditions and procedures for redemption,
including requirements as to delivery of certificates
evidencing shares, if issued.
NINTH: All persons who shall acquire stock or other
securities of the corporation shall acquire the same subject to
the provisions of the corporation's Charter, as from time to time
amended.
TENTH: From time to time any of the provisions of the
Charter of the corporation may be amended, altered or repealed,
including amendments which alter the contract rights of any class
of stock outstanding, and other provisions authorized by the
Maryland General Corporation Law at the time in force may be
added or
inserted in the manner and at the time prescribed by said Law,
and
all rights at any time conferred upon the stockholders of the
corporation by its Charter are granted subject to the provisions
of this Article.
IN WITNESS WHEREOF, I have adopted and signed these
Articles of Incorporation and do hereby acknowledge that the
adoption and signing are my act.
Dated: March 31, 1994
/s/ Adam J. Shapiro
Adam J. Shapiro, Incorporator
<PAGE>
EXHIBIT (2)
BY-LAWS
OF
DREYFUS INTERNATIONAL RECOVERY FUND, INC.
(A Maryland Corporation)
___________
ARTICLE I
STOCKHOLDERS
1. CERTIFICATES REPRESENTING STOCK. Certificates
representing shares of stock shall set forth thereon the
statements prescribed by Section 2-211 of the Maryland General
Corporation Law ("General Corporation Law") and by any other
applicable provision of law and shall be signed by the Chairman
of
the Board or the President or a Vice President and countersigned
by the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer and may be sealed with the corporate seal.
The signatures of any such officers may be either manual or
facsimile signatures and the corporate seal may be either
facsimile or any other form of seal. In case any such officer
who
has signed manually or by facsimile any such certificate ceases
to
be such officer before the certificate is issued, it nevertheless
may be issued by the corporation with the same effect as if the
officer had not ceased to be such officer as of the date of its
issue.
No certificate representing shares of stock shall be
issued for any share of stock until such share is fully paid,
except as otherwise authorized in Section 2-207 of the General
Corporation Law.
The corporation may issue a new certificate of stock in
place of any certificate theretofore issued by it, alleged to
have
been lost, stolen or destroyed, and the Board of Directors may
require, in its discretion, the owner of any such certificate or
his legal representative to give bond, with sufficient surety, to
the corporation to indemnify it against any loss or claim that
may
arise by reason of the issuance of a new certificate.
2. SHARE TRANSFERS. Upon compliance with provisions
restricting the transferability of shares of stock, if any,
transfers of shares of stock of the corporation shall be made
only
on the stock transfer books of the corporation by the record
holder thereof or by his attorney thereunto authorized by power
of
attorney duly executed and filed with the Secretary of the
corporation or with a transfer agent or a registrar, if any, and
on surrender of the certificate or certificates for such shares
of
stock properly endorsed and the payment of all taxes due thereon.
3. RECORD DATE FOR STOCKHOLDERS. The Board of
Directors may fix, in advance, a date as the record date for the
purpose of determining stockholders entitled to notice of, or to
vote at, any meeting of stockholders, or stockholders entitled to
receive payment of any dividend or the allotment of any rights or
in order to make a determination of stockholders for any other
proper purpose. Such date, in any case, shall be not more than
90 days, and in case of a meeting of stockholders not less than
10 days, prior to the date on which the meeting or particular
action requiring such determination of stockholders is to be held
or taken. In lieu of fixing a record date, the Board of
Directors
may provide that the stock transfer books shall be closed for a
stated period but not to exceed 20 days. If the stock transfer
books are closed for the purpose of determining stockholders
entitled to notice of, or to vote at, a meeting of stockholders,
such books shall be closed for at least 10 days immediately
preceding such meeting. If no record date is fixed and the stock
transfer books are not closed for the determination of stock-
holders: (1) The record date for the determination of stock-
holders entitled to notice of, or to vote at, a meeting of
stockholders shall be at the close of business on the day on
which
the notice of meeting is mailed or the day 30 days before the
meeting, whichever is the closer date to the meeting; and (2) The
record date for the determination of stockholders entitled to
receive payment of a dividend or an allotment of any rights shall
be at the close of business on the day on which the resolution of
the Board of Directors declaring the dividend or allotment of
rights is adopted, provided that the payment or allotment date
shall not be more than 60 days after the date on which the
resolution is adopted.
4. MEANING OF CERTAIN TERMS. As used herein in
respect
of the right to notice of a meeting of stockholders or a waiver
thereof or to participate or vote thereat or to consent or
dissent
in writing in lieu of a meeting, as the case may be, the term
"share of stock" or "shares of stock" or "stockholder" or "stock-
holders" refers to an outstanding share or shares of stock and to
a holder or holders of record of outstanding shares of stock when
the corporation is authorized to issue only one class of shares
of
stock and said reference also is intended to include any
outstanding share or shares of stock and any holder or holders of
record
of outstanding shares of stock of any class or series upon which
or upon whom the Charter confers such rights where there are two
or more classes or series of shares or upon which or upon whom
the
General Corporation Law confers such rights notwithstanding that
the Charter may provide for more than one class or series of
shares of stock, one or more of which are limited or denied such
rights thereunder.
5. STOCKHOLDER MEETINGS.
- ANNUAL MEETINGS. If a meeting of the stockholders of
the corporation is required by the Investment Company Act of
1940,
as amended, to elect the directors, then there shall be submitted
to the stockholders at such meeting the question of the election
of directors, and a meeting called for that purpose shall be
designated the annual meeting of stockholders for that year. In
other years in which no action by stockholders is required for
the
aforesaid election of directors, no annual meeting need be held.
- SPECIAL MEETINGS. Special stockholder meetings for
any purpose may be called by the Board of Directors or the
President and shall be called by the Secretary for the purpose
of removing a Director and for all other purposes whenever the
holders of shares entitled to at least ten percent of all the
votes entitled to be cast at such meeting shall make a duly
authorized request that such meeting be called. Such request
shall state the purpose of such meeting and the matters proposed
to be acted on thereat, and no other business shall be transacted
at any such special meeting. Notwithstanding the foregoing,
unless requested by stockholders entitled to cast a majority of
the votes entitled to be cast at the meeting, a special meeting
of
the stockholders need not be called at the request of
stockholders
to consider any matter that is substantially the same as a matter
voted on at any special meeting of the stockholders held during
the preceding twelve (12) months.
- PLACE AND TIME. Stockholder meetings shall be held
at such place, either within the State of Maryland or at such
other place within the United States, and at such date or dates
as the directors from time to time may fix.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE.
Written or printed notice of all meetings shall be given by the
Secretary and shall state the time and place of the meeting. The
notice of a special meeting shall state in all instances the
purpose or purposes for which the meeting is called. Written or
printed notice of any meeting shall be given to each stockholder
either by mail or by presenting it to him personally or by
leaving
it at his residence or usual place of business not less than ten
days and not more than ninety days before the date of the
meeting,
unless any provisions of the General Corporation Law shall
prescribe a different elapsed period of time, to each stockholder
at his address appearing on the books of the corporation or the
address supplied by him for the purpose of notice. If mailed,
notice shall be deemed to be given when deposited in the United
States mail addressed to the stockholder at his post office
address as it appears on the records of the corporation with
postage thereon prepaid. Whenever any notice of the time, place
or purpose of any meeting of stockholders is required to be given
under the provisions of these by-laws or of the General Corpora-
tion Law, a waiver thereof in writing, signed by the stockholder
and filed with the records of the meeting, whether before or
after
the holding thereof, or actual attendance or representation at
the
meeting shall be deemed equivalent to the giving of such notice
to
such stockholder. The foregoing requirements of notice also
shall
apply, whenever the corporation shall have any class of stock
which is not entitled to vote, to holders of stock who are not
entitled to vote at the meeting, but who are entitled to notice
thereof and to dissent from any action taken thereat.
- STATEMENT OF AFFAIRS. The President of the corpora-
tion or, if the Board of Directors shall determine otherwise,
some
other executive officer thereof, shall prepare or cause to be
prepared annually a full and correct statement of the affairs of
the
corporation, including a balance sheet and a financial statement
of operations for the preceding fiscal year, which shall be filed
at the principal office of the corporation in the State of Mary-
land.
- CONDUCT OF MEETING. Meetings of the stockholders
shall be presided over by one of the following officers in the
order of seniority and if present and acting: the President, the
Chairman of the Board, a Vice President or, if none of the
foregoing is in office and present and acting, by a chairman to
be
chosen by the stockholders. The Secretary of the corporation or,
in his absence, an Assistant Secretary, shall act as secretary of
every meeting, but if neither the Secretary nor an Assistant
Secretary is present the chairman of the meeting shall appoint a
secretary of the meeting.
- PROXY REPRESENTATION. Every stockholder may author-
ize another person or persons to act for him by proxy in all
matters in which a stockholder is entitled to participate,
whether
for the purposes of determining his presence at a meeting, or
whether by waiving notice of any meeting, voting or participating
at a meeting, expressing consent or dissent without a meeting or
otherwise. Every proxy shall be executed in writing by the
stockholder or by his duly authorized attorney-in-fact and filed
with
the Secretary of the corporation. No unrevoked proxy shall be
valid after eleven months from the date of its execution, unless
a longer time is expressly provided therein.
- INSPECTORS OF ELECTION. The directors, in advance of
any meeting, may, but need not, appoint one or more inspectors to
act at the meeting or any adjournment thereof. If an inspector
or
inspectors are not appointed, the person presiding at the meeting
may, but need not, appoint one or more inspectors. In case any
person who may be appointed as an inspector fails to appear or
act, the vacancy may be filled by appointment made by the direc-
tors in advance of the meeting or at the meeting by the person
presiding thereat. Each inspector, if any, before entering upon
the discharge of his duties, shall take and sign an oath to
execute faithfully the duties of inspector at such meeting with
strict impartiality and according to the best of his ability.
The
inspectors, if any, shall determine the number of shares
outstanding and the voting power of each, the shares represented
at the
meeting, the existence of a quorum and the validity and effect of
proxies, and shall receive votes, ballots or consents, hear and
determine all challenges and questions arising in connection with
the right to vote, count and tabulate all votes, ballots or
consents, determine the result and do such acts as are proper to
conduct the election or vote with fairness to all stockholders.
On request of the person presiding at the meeting or any stock-
holder, the inspector or inspectors, if any, shall make a report
in writing of any challenge, question or matter determined by him
or them and execute a certificate of any fact found by him or
them.
- VOTING. Each share of stock shall entitle the
holder thereof to one vote, except in the election of directors,
at which
each said vote may be cast for as many persons as there are
directors to be elected. Except for election of directors, a
majority
of the votes cast at a meeting of stockholders, duly called and
at
which a quorum is present, shall be sufficient to take or
authorize action upon any matter which may come before a meeting,
unless more than a majority of votes cast is required by the
corporation's Articles of Incorporation. A plurality of all the
votes cast at a meeting at which a quorum is present shall be
sufficient to elect a director.
6. INFORMAL ACTION. Any action required or permitted
to be taken at a meeting of stockholders may be taken without a
meeting if a consent in writing, setting forth such action, is
signed by all the stockholders entitled to vote on the subject
matter thereof and any other stockholders entitled to notice of a
meeting of stockholders (but not to vote thereat) have waived in
writing any rights which they may have to dissent from such
action
and such consent and waiver are filed with the records of the
corporation.
ARTICLE II
BOARD OF DIRECTORS
1. FUNCTIONS AND DEFINITION. The business and affairs
of the corporation shall be managed under the direction of a
Board
of Directors. The use of the phrase "entire board" herein refers
to the total number of directors which the corporation would have
if there were no vacancies.
2. QUALIFICATIONS AND NUMBER. Each director shall be
a
natural person of full age. A director need not be a
stockholder,
a citizen of the United States or a resident of the State of
Maryland. The initial Board of Directors shall consist of one
person.
Thereafter, the number of directors constituting the entire board
shall never be less than three or the number of stockholders,
whichever is less. At any regular meeting or at any special
meeting called for that purpose, a majority of the entire Board
of
Directors may increase or decrease the number of directors,
provided that the number thereof shall never be less than three
or
the number of stockholders, whichever is less, nor more than
twelve and further provided that the tenure of office of a
director shall not be affected by any decrease in the number of
directors.
3. ELECTION AND TERM. The first Board of Directors
shall consist of the director named in the Articles of Incorpora-
tion and shall hold office until the first meeting of
stockholders
or until his successor has been elected and qualified.
Thereafter, directors who are elected at a meeting of
stockholders, and directors who are elected in the interim to
fill
vacancies and newly created directorships, shall hold office
until
their successors have been elected and qualified. Newly created
directorships and any vacancies in the Board of Directors, other
than vacancies resulting from the removal of directors by the
stockholders, may be filled by the Board of Directors, subject to
the provisions of the Investment Company Act of 1940. Newly
created directorships filled by the Board of Directors shall be
by
action of a majority of the entire Board of Directors then in
office. All other vacancies to be filled by the Board of
Directors may be filled by a majority of the remaining members of
the Board of Directors, although such majority is less than a
quorum thereof.
4. MEETINGS.
- TIME. Meetings shall be held at such time as the
Board shall fix, except that the first meeting of a newly elected
Board shall be held as soon after its election as the directors
conveniently may assemble.
- PLACE. Meetings shall be held at such place within
or without the State of Maryland as shall be fixed by the Board.
- CALL. No call shall be required for regular
meetings
for which the time and place have been fixed. Special meetings
may be called by or at the direction of the President or of a
majority of the directors in office.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Whenever
any notice of the time, place or purpose of any meeting of direc-
tors or any committee thereof is required to be given under the
provisions of the General Corporation Law or of these by-laws, a
waiver thereof in writing, signed by the director or committee
member entitled to such notice and filed with the records of the
meeting, whether before or after the holding thereof, or actual
attendance at the meeting shall be deemed equivalent to the
giving
of such notice to such director or such committee member.
- QUORUM AND ACTION. A majority of the entire Board
of
Directors shall constitute a quorum except when a vacancy or
vacancies prevents such majority, whereupon a majority of the
directors in office shall constitute a quorum, provided such
majority shall constitute at least one-third of the entire Board
and, in no event, less than two directors. A majority of the
directors present, whether or not a quorum is present, may
adjourn
a meeting to another time and place. Except as otherwise
specifically provided by the Articles of Incorporation, the
General Corporation Law or these by-laws, the action of a
majority
of the directors present at a meeting at which a quorum is
present
shall be the action of the Board of Directors.
- CHAIRMAN OF THE MEETING. The Chairman of the Board,
if any and if present and acting, or the President or any other
director chosen by the Board, shall preside at all meetings.
5. REMOVAL OF DIRECTORS. Any or all of the directors
may be removed for cause or without cause by the stockholders,
who
may elect a successor or successors to fill any resulting vacancy
or vacancies for the unexpired term of the removed director or
directors.
6. COMMITTEES. The Board of Directors may appoint
from
among its members an Executive Committee and other committees
composed of two or more directors and may delegate to such
committee or committees, in the intervals between meetings of
the Board of Directors, any or all of the powers of the Board of
Directors in the management of the business and affairs of the
corporation, except the power to amend the by-laws, to approve
any
consolidation, merger, share exchange or transfer of assets, to
declare dividends, to issue stock or to recommend to stockholders
any action requiring the stockholders' approval. In the absence
of any member of any such committee, the members thereof present
at any meeting, whether or not they constitute a quorum, may
appoint a member of the Board of Directors to act in the place of
such absent member.
7. INFORMAL ACTION. Any action required or permitted
to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if a written
consent to such action is signed by all members of the Board of
Directors or any such committee, as the case may be, and such
written consent is filed with the minutes of the proceedings of
the Board or any such committee.
Members of the Board of Directors or any committee
designated thereby may participate in a meeting of such Board or
committee by means of a conference telephone or similar
communications equipment by means of which all persons
participating in the
meeting can hear each other at the same time. Participation by
such means shall constitute presence in person at a meeting.
ARTICLE III
OFFICERS
The corporation may have a Chairman of the Board and
shall have a President, a Secretary and a Treasurer, who shall
be elected by the Board of Directors, and may have such other
officers, assistant officers and agents as the Board of Directors
shall authorize from time to time. Any two or more offices,
except those of President and Vice President, may be held by the
same person, but no person shall execute, acknowledge or verify
any instrument in more than one capacity, if such instrument is
required by law to be executed, acknowledged or verified by two
or more officers.
Any officer or agent may be removed by the Board of
Directors whenever, in its judgment, the best interests of the
corporation will be served thereby.
ARTICLE IV
PRINCIPAL OFFICE - RESIDENT AGENT - STOCK LEDGER
The address of the principal office of the corporation
in the State of Maryland prescribed by the General Corporation
Law
is 32 South Street, c/o The Corporation Trust Incorporated,
Baltimore, Maryland 21202. The name and address of the resident
agent in the State of Maryland prescribed by the General
Corporation Law are: The Corporation Trust Incorporated, 32
South
Street, Baltimore, Maryland 21202.
The corporation shall maintain, at its principal office
in the State of Maryland prescribed by the General Corporation
Law
or at the business office or an agency of the corporation, an
original or duplicate stock ledger containing the names and ad-
dresses of all stockholders and the number of shares of each
class
held by each stockholder. Such stock ledger may be in written
form or any other form capable of being converted into written
form within a reasonable time for visual inspection.
The corporation shall keep at said principal office in
the State of Maryland the original or a certified copy of the by-
laws, including all amendments thereto, and shall duly file
thereat the annual statement of affairs of the corporation
prescribed by Section 2-314 of the General Corporation Law.
ARTICLE V
CORPORATE SEAL
The corporate seal shall have inscribed thereon the
name
of the corporation and shall be in such form and contain such
other words and/or figures as the Board of Directors shall deter-
mine or the law require.
ARTICLE VI
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and
shall be subject to change, by the Board of Directors.
ARTICLE VII
CONTROL OVER BY-LAWS
The power to make, alter, amend and repeal the by-laws
is vested in the Board of Directors of the corporation.
ARTICLE VIII
INDEMNIFICATION
1. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The
corporation shall indemnify its directors to the fullest extent
that indemnification of directors is permitted by the law. The
corporation shall indemnify its officers to the same extent as
its
directors and to such further extent as is consistent with law.
The corporation shall indemnify its directors and officers who
while serving as directors or officers also serve at the request
of the corporation as a director, officer, partner, trustee,
employee, agent or fiduciary of another corporation, partnership,
joint venture, trust, other enterprise or employee benefit plan
to
the same extent as its directors and, in the case of officers, to
such further extent as is consistent with law. The indemnifica-
tion and other rights provided by this Article shall continue as
to a person who has ceased to be a director or officer and shall
inure to the benefit of the heirs, executors and administrators
of
such a person. This Article shall not protect any such person
against any liability to the corporation or any stockholder
thereof to which such person would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office
("disabling conduct").
2. ADVANCES. Any current or former director or
officer
of the corporation seeking indemnification within the scope of
this Article shall be entitled to advances from the corporation
for payment of the reasonable expenses incurred by him in con-
nection with the matter as to which he is seeking indemnification
in the manner and to the fullest extent permissible under the
General Corporation Law. The person seeking indemnification
shall
provide to the corporation a written affirmation of his good
faith
belief that the standard of conduct necessary for indemnification
by the corporation has been met and a written undertaking to
repay
any such advance if it should ultimately be determined that the
standard of conduct has not been met. In addition, at least one
of the following additional conditions shall be met: (a) the
person seeking indemnification shall provide a security in form
and amount acceptable to the corporation for his undertaking;
(b) the corporation is insured against losses arising by reason
of
the advance; or (c) a majority of a quorum of directors of the
corporation who are neither "interested persons" as defined in
Section 2(a)(19) of the Investment Company Act of 1940, as
amended, nor parties to the proceeding ("disinterested non-party
directors"), or independent legal counsel, in a written opinion,
shall have determined, based on a review of facts readily avail-
able to the corporation at the time the advance is proposed to be
made, that there is reason to believe that the person seeking in-
demnification will ultimately be found to be entitled to
indemnification.
3. PROCEDURE. At the request of any person claiming
indemnification under this Article, the Board of Directors shall
determine, or cause to be determined, in a manner consistent with
the General Corporation Law, whether the standards required by
this Article have been met. Indemnification shall be made only
following: (a) a final decision on the merits by a court or
other
body before whom the proceeding was brought that the person to be
indemnified was not liable by reason of disabling conduct or
(b) in the absence of such a decision, a reasonable
determination,
based upon a review of the facts, that the person to be indemni-
fied was not liable by reason of disabling conduct by (i) the
vote
of a majority of a quorum of disinterested non-party directors or
(ii) an independent legal counsel in a written opinion.
4. INDEMNIFICATION OF EMPLOYEES AND AGENTS. Employees
and agents who are not officers or directors of the corporation
may be indemnified, and reasonable expenses may be advanced to
such employees or agents, as may be provided by action of the
Board of Directors or by contract, subject to any limitations
imposed by the Investment Company Act of 1940, as amended.
5. OTHER RIGHTS. The Board of Directors may make
further provision consistent with law for indemnification and
advance of expenses to directors, officers, employees and agents
by resolution, agreement or otherwise. The indemnification
provided by this Article shall not be deemed exclusive of any
other right, with respect to indemnification or otherwise, to
which those seeking indemnification may be entitled under any
insurance or other agreement or resolution of stockholders or
disinterested non-party directors or otherwise.
6. AMENDMENTS. References in this Article are to the
General Corporation Law and to the Investment Company Act of 1940
as from time to time amended. No amendment of the by-laws shall
affect any right of any person under this Article based on any
event, omission or proceeding prior to the amendment.
Dated: March 31, 1994
<PAGE>
EXHIBIT (5)(a)
MANAGEMENT AGREEMENT
DREYFUS INTERNATIONAL RECOVERY FUND, INC.
144 Glenn Curtiss Boulevard
Uniondale, New York 11556-0144
June 13, 1994
The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Dear Sirs:
The above-named investment company (the "Fund")
herewith confirms its agreement with you as follows:
The Fund desires to employ its capital by investing and
reinvesting the same in investments of the type and in accordance
with the limitations specified in its charter documents and in
its
Prospectus and Statement of Additional Information as from time
to
time in effect, copies of which have been or will be submitted to
you, and in such manner and to such extent as from time to time
may be approved by the Fund's Board. The Fund desires to employ
you to act as its investment adviser.
In this connection it is understood that from time to
time you will employ or associate with yourself such person or
persons as you may believe to be particularly fitted to assist
you
in the performance of this Agreement. Such person or persons may
be officers or employees who are employed by both you and the
Fund. The compensation of such person or persons shall be paid
by
you and no obligation may be incurred on the Fund's behalf in any
such respect. We have discussed and concur in your employing on
this basis M&G Investment Management Limited to act as the Fund's
sub-investment adviser (the "Sub-Investment Adviser") to provide
day-to-day management of the Fund's investments.
Subject to the supervision and approval of the Fund's
Board, you will provide investment management of the Fund's
portfolio in accordance with the Fund's investment objectives and
policies as stated in its Prospectus and Statement of Additional
Information as from time to time in effect. In connection
therewith, you will supervise the continuous program of
investment, evaluation and, if appropriate, sale and reinvestment
of the Fund's assets conducted by the Sub-Investment Adviser.
You
will furnish to the Fund such statistical information, with
respect to the investments which the Fund may hold or contemplate
purchasing, as the Fund may reasonably request. The Fund wishes
to be informed of important developments materially affecting its
portfolio and shall expect you, on your own initiative, to
furnish
to the Fund from time to time such information as you may believe
appropriate for this purpose.
In addition, you will supply office facilities (which
may be in your own offices), data processing services, clerical,
accounting and bookkeeping services, internal auditing and legal
services, internal executive and administrative services, and
stationery and office supplies; prepare reports to the Fund's
stockholders, tax returns, reports to and filings with the
Securities and Exchange Commission and state Blue Sky
authorities;
calculate the net asset value of the Fund's shares; and generally
assist in all aspects of the Fund's operations. You shall have
the right, at your expense, to engage other entities to assist
you
in performing some or all of the obligations set forth in this
paragraph, provided each such entity enters into an agreement
with
you in form and substance reasonably satisfactory to the Fund.
You agree to be liable for the acts or omissions of each such
entity to the same extent as if you had acted or failed to act
under the circumstances.
You shall exercise your best judgment in rendering the
services to be provided to the Fund hereunder and the Fund agrees
as an inducement to your undertaking the same that neither you
nor
the Sub-Investment Adviser shall be liable hereunder for any
error
of judgment or mistake of law or for any loss suffered by the
Fund, provided that nothing herein shall be deemed to protect or
purport to protect you or the Sub-Investment Adviser against any
liability to the Fund or to its security holders to which you
would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of your duties
hereunder, or by reason of your reckless disregard of your
obligations and duties hereunder, or to which the Sub-Investment
Adviser would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of
its duties under its Sub-Investment Advisory Agreement with you
or
by reason of its reckless disregard of its obligations and duties
under said Agreement.
In consideration of services rendered pursuant to this
Agreement, the Fund will pay you on the first business day of
each
month a fee at the annual rate of .75 of 1% of the value of the
Fund's average daily net assets. Net asset value shall be
computed on such days and at such time or times as described in
the Fund's then-current Prospectus and Statement of Additional
Information. The fee for the period from the date of the
commencement of the initial public sale of the Fund's shares to
the end of the month during which such sale shall have been
commenced shall be pro-rated according to the proportion which
such period bears to the full monthly period, and upon any
termination of this Agreement before the end of any month, the
fee
for such part of a month shall be pro-rated according to the
proportion which such period bears to the full monthly period and
shall be payable upon the date of termination of this Agreement.
For the purpose of determining fees payable to you, the
value of the Fund's net assets shall be computed in the manner
specified in the Fund's charter documents for the computation of
the value of the Fund's net assets.
You will bear all expenses in connection with the
performance of your services under this Agreement and will pay
all
fees of the Sub-Investment Adviser in connection with its duties
in respect of the Fund. All other expenses to be incurred in the
operation of the Fund (other than those borne by the Sub-
Investment Adviser) will be borne by the Fund, except to the
extent specifically assumed by you. The expenses to be borne by
the Fund include, without limitation, the following:
organizational costs, taxes, interest, loan commitment fees,
interest and distributions paid on securities sold short,
brokerage fees and commissions, if any, fees of Board members who
are not officers, directors, employees or holders of 5% or more
of
the outstanding voting securities of you or the Sub-Investment
Adviser or any affiliate of you or the Sub-Investment Adviser,
Securities and Exchange Commission fees and state Blue Sky
qualification fees, advisory fees, charges of custodians,
transfer
and dividend disbursing agents' fees, certain insurance premiums,
industry association fees, outside auditing and legal expenses,
costs of independent pricing services, costs of maintaining the
Fund's existence, costs attributable to investor services
(including, without limitation, telephone and personnel
expenses),
costs of preparing and printing prospectuses and statements of
additional information for regulatory purposes and for
distribution to existing stockholders, costs of stockholders'
reports and meetings, and any extraordinary expenses.
If in any fiscal year the aggregate expenses of the
Fund
(including fees pursuant to this Agreement, but excluding
interest, taxes, brokerage and, with the prior written consent of
the necessary state securities commissions, extraordinary
expenses) exceed the expense limitation of any state having
jurisdiction over the Fund, the Fund may deduct from the fees to
be paid hereunder, or you will bear, such excess expense to the
extent required by state law. Your obligation pursuant hereto
will be limited to the amount of your fees hereunder. Such
deduction or payment, if any, will be estimated daily, and
reconciled and effected or paid, as the case may be, on a monthly
basis.
The Fund understands that you and the Sub-Investment
Adviser now act, and that from time to time hereafter you or the
Sub-Investment Adviser may act, as investment adviser to one or
more other investment companies and fiduciary or other managed
accounts, and the Fund has no objection to your and the Sub-
Investment Adviser's so acting, provided that when the purchase
or
sale of securities of the same issuer is suitable for the
investment objectives of two or more such companies or accounts
which have available funds for investment, the available
securities will be allocated in a manner believed to be equitable
to each company or account. It is recognized that in some cases
this procedure may adversely affect the price paid or received by
the Fund or the size of the position obtainable for or disposed
of by the Fund.
In addition, it is understood that the persons employed
by you to assist in the performance of your duties hereunder will
not devote their full time to such service and nothing contained
herein shall be deemed to limit or restrict your right or the
right of any of your affiliates to engage in and devote time and
attention to other businesses or to render services of whatever
kind or nature.
Neither you nor the Sub-Investment Adviser shall be
liable for any error of judgment or mistake of law or for any
loss
suffered by the Fund in connection with the matters to which this
Agreement relates, except for a loss resulting from willful
misfeasance, bad faith or gross negligence on your part in the
performance of your duties or from reckless disregard by you of
your obligations and duties under this Agreement and, in the case
of the Sub-Investment Adviser, for a loss resulting from willful
misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard by it of its
obligations and duties under its Sub-Investment Advisory
Agreement. Any person, even though also your officer, director,
partner, employee or agent, who may be or become an officer,
Board
members, employee or agent of the Fund, shall be deemed, when
rendering services to the Fund or acting on any business of the
Fund, to be rendering such services to or acting solely for the
Fund and not as your officer, director, partner, employee or
agent
or one under your control or direction even though paid by you.
This Agreement shall continue until June 13, 1996, and
thereafter shall continue automatically for successive annual
periods ending on June 13th of each year, provided such
continuance is specifically approved at least annually by (i) the
Fund's Board or (ii) vote of a majority (as defined in the
Investment Company Act of 1940) of the Fund's outstanding voting
securities, provided that in either event its continuance also is
approved by a majority of the Fund's Board members who are not
"interested persons" (as defined in said Act) of any party to
this
Agreement, by vote cast in person at a meeting called for the
purpose of voting on such approval. This Agreement is terminable
without penalty, on 60 days' notice, by the Fund's Board or by
vote of holders of a majority of the Fund's shares or, upon not
less than 90 days' notice, by you. This Agreement also will
terminate automatically in the event of its assignment (as
defined in said Act).
The Fund recognizes that from time to time your
directors, officers and employees may serve as directors,
trustees, partners, officers and employees of other corporations,
business trusts, partnerships or other entities (including other
investment companies) and that such other entities may include
the
name "Dreyfus" as part of their name, and that your corporation
or
its affiliates may enter into investment advisory or other
agreements with such other entities. If you cease to act as the
Fund's investment adviser, the Fund agrees that, at your request,
the Fund will take all necessary action to change the name of the
Fund to a name not including "Dreyfus" in any form or combination
of words.
The Fund is agreeing to the provisions of this
Agreement
that limit the Sub-Investment Adviser's liability and other
provisions relating to the Sub-Investment Adviser so as to induce
the Sub-Investment Adviser to enter into its Sub-Investment
Advisory Agreement with you and to perform its obligations
thereunder. The Sub-Investment Adviser is expressly made a third
party beneficiary of this Agreement with rights as respects the
Fund to the same extent as if it had been a party hereto.
If the foregoing is in accordance with your
understanding, will you kindly so indicate by signing and
returning to us the enclosed copy hereof.
Very truly yours,
DREYFUS INTERNATIONAL RECOVERY
FUND, INC.
By:___________________________
Accepted:
THE DREYFUS CORPORATION
By:_______________________________
<PAGE>
EXHIBIT (5)(b)
SUB-INVESTMENT ADVISORY AGREEMENT
THE DREYFUS CORPORATION
200 Park Avenue
New York, New York 10166
June 13, 1994
M&G Investment Management Limited
Three Quays Tower Hill
London EC3R 6BQ, England
Dear Sirs:
As you are aware, Dreyfus International Recovery
Fund, Inc., a Maryland corporation (the "Fund"), desires to
employ
its capital by investing and reinvesting the same in investments
of the type and in accordance with the limitations specified in
its Articles of Incorporation and in its Prospectus and Statement
of Additional Information as from time to time in effect, copies
of which have been or will be submitted to you, and in such
manner
and to such extent as from time to time may be approved by the
Fund's Board of Directors. The Fund intends to employ The
Dreyfus
Corporation (the "Adviser") to act as its investment adviser
pursuant to a written agreement (the "Management Agreement"), a
copy of which has been furnished to you. The Adviser desires to
employ you to act as the Fund's sub-investment adviser.
In this connection, it is understood that from
time
to time you will employ or associate with yourself such person or
persons as you may believe to be particularly fitted to assist
you
in the performance of this Agreement. Such person or persons may
be officers or employees who are employed by both you and the
Fund. The compensation of such person or persons shall be paid
by
you and no obligation may be incurred on the Fund's behalf in any
such respect.
Subject to the supervision and approval of the
Adviser, you will provide investment management of the Fund's
portfolio in accordance with the Fund's investment objectives and
policies as stated in the Fund's Prospectus and Statement of
Additional Information as from time to time in effect. In
connection therewith, you will supervise the Fund's investments
and conduct a continuous program of investment, evaluation and,
if
appropriate, sale and reinvestment of the Fund's assets. You
will
furnish to the Adviser or the Fund such statistical information,
with respect to the investments which the Fund may hold or
contemplate purchasing, as the Adviser or the Fund may reasonably
request. The Fund and the Adviser wish to be informed of
important developments materially affecting the Fund's portfolio
and shall expect you, on your own initiative, to furnish to the
Fund or the Adviser from time to time such information as you may
believe appropriate for this purpose.
You shall exercise your best judgment in rendering
the services to be provided hereunder, and the Adviser agrees as
an inducement to your undertaking the same that you shall not be
liable hereunder for any error of judgment or mistake of law or
for any loss suffered by the Fund or the Adviser, provided that
nothing herein shall be deemed to protect or purport to protect
you against any liability to the Adviser, the Fund or the Fund's
security holders to which you would otherwise be subject by
reason
of willful misfeasance, bad faith or gross negligence in the
performance of your duties hereunder, or by reason of your
reckless disregard of your obligations and duties hereunder.
In consideration of services rendered pursuant to
this Agreement, the Adviser will pay you, on the first business
day of each month, out of the management fee it receives and only
to the extent thereof, a fee calculated daily and paid monthly at
the annual rate of .30 of 1% of the value of the Fund's average
daily net assets, for the preceding month.
Net asset value shall be computed on such days and
at such time or times as described in the Fund's then-current
Prospectus and Statement of Additional Information. The fee for
the period from the date following the commencement of sales of
the Fund's shares (after any sales are made to the Adviser) to
the
end of the month during which such sales shall have been
commenced
shall be pro-rated according to the proportion which such period
bears to the full monthly period, and upon any termination of
this
Agreement before the end of any month, the fee for such part of a
month shall be pro-rated according to the proportion which such
period bears to the full monthly period and shall be payable
within 10 business days of the date of termination of this Agree-
ment.
For the purpose of determining fees payable to
you,
the value of the Fund's net assets shall be computed in the
manner
specified in the Fund's Articles of Incorporation for the
computation of the value of the Fund's net assets.
You will bear all expenses in connection with the
performance of your services under this Agreement. The Adviser
and the Fund have agreed that all other expenses to be incurred
in
the operation of the Fund (other than those borne by the Adviser)
will be borne by the Fund, except to the extent specifically
assumed by the Adviser or you. The expenses to be borne by the
Fund include, without limitation, the following: organizational
costs, taxes, interest, brokerage fees and commissions, if any,
fees of Directors who are not officers, directors, employees or
holders of 5% or more of the outstanding voting securities of you
or the Adviser or any affiliate of you or the Adviser, Securities
and Exchange Commission fees and state Blue Sky qualification
fees, advisory fees, charges of custodians, transfer and dividend
disbursing agents' fees, certain insurance premiums, industry
association fees, outside auditing and legal expenses, costs of
independent pricing services, costs of maintaining the Fund's
existence, costs attributable to investor services (including,
without limitation, telephone and personnel expenses), costs of
stockholders' reports and meetings, costs of preparing, printing
and distributing certain prospectuses and statements of
additional
information, and any extraordinary expenses.
If in any fiscal year the aggregate expenses of
the
Fund (including fees pursuant to the Fund's Management Agreement,
but excluding interest, taxes, brokerage and, with the prior
written consent of the necessary state securities commissions,
extraordinary expenses) exceed the expense limitation of any
state
having jurisdiction over the Fund, the Adviser may deduct from
the
fees to be paid hereunder, or you will bear such excess expense
on
a pro-rata basis with the Adviser, in the proportion that the
sub-
advisory fee payable to you pursuant to this Agreement bears to
the fee payable to the Adviser pursuant to the Management
Agreement, to the extent required by state law. Your obligation
pursuant hereto will be limited to the amount of your fees here-
under. Such deduction or payment, if any, will be estimated
daily, and reconciled and effected or paid, as the case may be,
on
a monthly basis.
The Adviser understands that you now act, and that
from time to time hereafter you may act, as investment adviser to
one or more other investment companies and fiduciary or other
managed accounts, and the Adviser has no objection to your so
acting, provided that when purchase or sale of securities of the
same issuer is suitable for the investment objectives of two or
more companies or accounts managed by you which have available
funds for investment, the available securities will be allocated
in a manner believed by you to be equitable to each company or
account. It is recognized that in some cases this procedure may
adversely affect the price paid or received by the Fund or the
size of the position obtainable for or disposed of by the Fund.
In addition, it is understood that the persons
employed by you to assist in the performance of your duties
hereunder will not devote their full time to such services and
nothing contained herein shall be deemed to limit or restrict
your
right or the right of any of your affiliates to engage in and
devote time and attention to other businesses or to render
services of whatever kind or nature.
You shall not be liable for any error of judgment
or mistake of law or for any loss suffered by the Fund or the
Adviser in connection with the matters to which this Agreement
relates, except for a loss resulting from willful misfeasance,
bad
faith or gross negligence on your part in the performance of your
duties or from reckless disregard by you of your obligations and
duties under this Agreement. Any person, even though also your
officer, director, partner, employee or agent, who may be or
become an officer, Director, employee or agent of the Fund, shall
be deemed, when rendering services to the Fund or acting on any
business of the Fund, to be rendering such services to or acting
solely for the Fund and not as your officer, director, partner,
employee, or agent or one under your control or direction even
though paid by you.
This Agreement shall continue until June 13, 1996
and thereafter shall continue automatically for successive annual
periods ending on June 13th of each year, provided such
continuance is specifically approved at least annually by (i) the
Fund's Directors or (ii) vote of a majority (as defined in the
Investment Company Act of 1940, as amended) of the Fund's
outstanding voting securities, provided that in either event its
continuance also is approved by a majority of the Fund's
Directors
who are not "interested persons" (as defined in said Act) of any
party to this Agreement, by vote cast in person at a meeting
called for the purpose of voting on such approval. This
Agreement
is terminable without penalty (i) by the Adviser upon 60 days'
notice to you, (ii) by the Fund's Board of Directors or by vote
of
the holders of a majority of the Fund's shares upon 60 days'
notice to you, or (iii) by you upon not less than 90 days' notice
to the Fund and the Adviser. This Agreement also will terminate
automatically in the event of its assignment (as defined in said
Act). In addition, notwithstanding anything herein to the
contrary, if the Management Agreement terminates for any reason,
this Agreement shall terminate effective upon the date the
Management Agreement terminates.
You agree to obtain as soon as reasonably
practicable and thereafter maintain in respect of the balance of
the period during which this Agreement is in effect a fidelity
bond covering you and each of your directors, officers, employees
and authorized agents in such amounts and containing such
provisions as would be required by the Investment Company Act of
1940, as amended, and any applicable regulations thereunder if
you
and/or our directors, officers, employees and authorized agents
are subject to the bonding provisions of said Act and
regulations.
Such bond shall be issued by a qualified insurance carrier with a
Best's rating of at least "A" and shall name the Fund as an
insured. You agree to provide the Fund with a certificate of
insurance evidencing such coverage. Until you are able to obtain
said fidelity bond, the Adviser agrees to use its best efforts to
include you under the existing fidelity bond coverage which names
the Fund as an insured.
If the foregoing is in accordance with your
understanding, will you kindly so indicate by signing and
returning to us the enclosed copy hereof.
Very truly yours,
THE DREYFUS CORPORATION
By:_________________________
Accepted:
M&G INVESTMENT MANAGEMENT LIMITED
By:______________________________
<PAGE>
EXHIBIT (6)
DISTRIBUTION AGREEMENT
DREYFUS INTERNATIONAL RECOVERY FUND, INC.
144 Glenn Curtiss Boulevard
Uniondale, New York 11556-0144
June 13, 1994
Dreyfus Service Corporation
200 Park Avenue
New York, New York 10166
Dear Sirs:
This is to confirm that, in consideration of the
agreements hereinafter contained, the undersigned, Dreyfus
International Recovery Fund, Inc., a Maryland corporation (the
"Fund"), has agreed that you shall be, for the period of this
Agreement, the distributor of shares of Common Stock of the Fund.
1. Services as Distributor
1.1 You will act as agent for the distribution of
shares of the Fund covered by, and in accordance with, the regis-
tration statement and prospectus then in effect under the Secu-
rities Act of 1933, as amended, and will transmit promptly any
orders received by you for purchase or redemption of shares of
the
Fund to the Transfer and Dividend Disbursing Agent for the Fund
of
which the Fund has notified you in writing.
1.2 You agree to use your best efforts to solicit
orders for the sale of shares of the Fund. It is contemplated
that you will enter into sales or servicing agreements with
securities dealers, financial institutions and other industry
professionals, such as investment advisers, accountants and
estate
planning firms, and in so doing you will act only on your own
behalf as principal.
1.3 You shall act as distributor of the Fund's shares
in compliance with all applicable laws, rules and regulations,
including, without limitation, all rules and regulations made or
adopted pursuant to the Investment Company Act of 1940, as
amended, by the Securities and Exchange Commission or any
securities association registered under the Securities Exchange
Act of 1934, as amended.
1.4 Whenever in their judgment such action is
warranted
by market, economic or political conditions, or by abnormal
circumstances of any kind, the Fund's officers may decline to
accept any orders for, or make any sales of, any of the Fund's
shares until such time as they deem it advisable to accept such
orders and to make such sales and the Fund shall advise you
promptly of such determination.
1.5 The Fund agrees to pay all costs and expenses in
connection with the registration of the Fund's shares under the
Securities Act of 1933, as amended, and all expenses in
connection
with maintaining facilities for the issue and transfer of the
Fund's shares and for supplying information, prices and other
data
to be furnished by the Fund hereunder, and the expenses in
connection with preparing and printing the Fund's prospectuses
and
statements of additional information for regulatory purposes and
for distribution to existing stockholders.
1.6 The Fund agrees to execute any and all documents
and to furnish any and all information and otherwise to take all
actions which may be reasonably necessary in the discretion of
the
Fund's officers in connection with the qualification of the
Fund's
shares for sale in such states as you may designate to the Fund
and the Fund may approve, and the Fund agrees to pay all expenses
which may be incurred in connection with such qualification. You
shall pay all expenses connected with your own qualification as a
dealer under state or Federal laws and, except as otherwise
specifically provided in this agreement, all other expenses
incurred by you in connection with the sale of the Fund's shares
as contemplated in this agreement.
1.7 The Fund shall furnish you from time to time, for
use in connection with the sale of the Fund's shares, such
information with respect to the Fund and its shares as you may
reasonably request, all of which shall be signed by one or more
of
the Fund's duly authorized officers; and the Fund warrants that
the statements contained in any such information, when so signed
by the Fund's officers, shall be true and correct. The Fund also
shall furnish you upon request with: (a) semi-annual reports and
annual audited reports of the Fund's books and accounts made by
independent public accountants regularly retained by the Fund,
(b) quarterly earnings statements prepared by the Fund, (c) a
monthly itemized list of the securities in the Fund's portfolio,
(d) monthly balance sheets as soon as practicable after the end
of
each month, and (e) from time to time such additional information
regarding the Fund's financial condition as you may reasonably
request.
1.8 The Fund represents to you that all registration
statements and prospectuses filed by the Fund with the Securities
and Exchange Commission under the Securities Act of 1933, as
amended, with respect to the Fund's shares have been carefully
prepared in conformity with the requirements of said Act and
rules
and regulations of the Securities and Exchange Commission there-
under. As used in this agreement the terms "registration state-
ment" and "prospectus" shall mean any registration statement and
prospectus, including the statement of additional information
incorporated by reference therein, filed with the Securities and
Exchange Commission and any amendments and supplements thereto
which at any time shall have been filed with said Commission.
The
Fund represents and warrants to you that any registration state-
ment and prospectus, when such registration statement becomes
effective, will contain all statements required to be stated
therein in conformity with said Act and the rules and regulations
of said Commission; that all statements of fact contained in any
such registration statement and prospectus will be true and
correct when such registration statement becomes effective; and
that neither any registration statement nor any prospectus when
such registration statement becomes effective will include an
untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the
state-
ments therein not misleading. The Fund may but shall not be
obligated to propose from time to time such amendment or amend-
ments to any registration statement and such supplement or
supple-
ments to any prospectus as, in the light of future developments,
may, in the opinion of the Fund's counsel, be necessary or
advisable. If the Fund shall not propose such amendment or
amend-
ments and/or supplement or supplements within fifteen days after
receipt by the Fund of a written request from you to do so, you
may, at your option, terminate this agreement or decline to make
offers of the Fund's securities until such amendments are made.
The Fund shall not file any amendment to any registration state-
ment or supplement to any prospectus without giving you
reasonable
notice thereof in advance; provided, however, that nothing
contained in this agreement shall in any way limit the Fund's
right to file at any time such amendments to any registration
statement and/or supplements to any prospectus, of whatever
character, as the Fund may deem advisable, such right being in
all
respects absolute and unconditional.
1.9 The Fund authorizes you to use any prospectus in
the form furnished to you from time to time, in connection with
the sale of the Fund's shares. The Fund agrees to indemnify,
defend and hold you, your several officers and directors, and any
person who controls you within the meaning of Section 15 of the
Securities Act of 1933, as amended, free and harmless from and
against any and all claims, demands, liabilities and expenses
(including the cost of investigating or defending such claims,
demands or liabilities and any counsel fees incurred in
connection
therewith) which you, your officers and directors, or any such
controlling person, may incur under the Securities Act of 1933,
as
amended, or under common law or otherwise, arising out of or
based
upon any untrue statement, or alleged untrue statement, of a
material fact contained in any registration statement or any pro-
spectus or arising out of or based upon any omission, or alleged
omission, to state a material fact required to be stated in
either
any registration statement or any prospectus or necessary to make
the statements in either thereof not misleading; provided,
however, that the Fund's agreement to indemnify you, your
officers
or directors, and any such controlling person shall not be deemed
to cover any claims, demands, liabilities or expenses arising out
of any untrue statement or alleged untrue statement or omission
or
alleged omission made in any registration statement or prospectus
in reliance upon and in conformity with written information
furnished to the Fund by you specifically for use in the
preparation thereof. The Fund's agreement to indemnify you, your
officers and directors, and any such controlling person, as
aforesaid, is expressly conditioned upon the Fund's being
notified
of any action brought against you, your officers or directors, or
any such controlling person, such notification to be given by
letter or by telegram addressed to the Fund at its office in
Uniondale, New York within ten days after the summons or other
first legal process shall have been served. The failure so to
notify the Fund of any such action shall not relieve the Fund
from
any liability which the Fund may have to the person against whom
such action is brought by reason of any such untrue, or alleged
untrue, statement or omission, or alleged omission, otherwise
than
on account of the Fund's indemnity agreement contained in this
paragraph 1.9. The Fund will be entitled to assume the defense
of
any suit brought to enforce any such claim, demand or liability,
but, in such case, such defense shall be conducted by counsel of
good standing chosen by the Fund and approved by you. In the
event the Fund elects to assume the defense of any such suit and
retain counsel of good standing approved by you, the defendant or
defendants in such suit shall bear the fees and expenses of any
additional counsel retained by any of them; but in case the Fund
does not elect to assume the defense of any such suit, or in case
you do not approve of counsel chosen by the Fund, the Fund will
reimburse you, your officers and directors, or the controlling
person or persons named as defendant or defendants in such suit,
for the fees and expenses of any counsel retained by you or them.
The Fund's indemnification agreement contained in this
paragraph 1.9 and the Fund's representations and warranties in
this agreement shall remain operative and in full force and
effect
regardless of any investigation made by or on behalf of you, your
officers and directors, or any controlling person, and shall
survive the delivery of any of the Fund's shares. This agreement
of indemnity will inure exclusively to your benefit, to the
benefit of your several officers and directors, and their
respective estates, and to the benefit of any controlling persons
and their successors. The Fund agrees promptly to notify you of
the commencement of any litigation or proceedings against the
Fund
or any of its officers or directors in connection with the issue
and sale of any of the Fund's shares.
1.10 You agree to indemnify, defend and hold the Fund,
its several officers and directors, and any person who controls
the Fund within the meaning of Section 15 of the Securities Act
of
1933, as amended, free and harmless from and against any and all
claims, demands, liabilities and expenses (including the cost of
investigating or defending such claims, demands or liabilities
and
any counsel fees incurred in connection therewith) which the
Fund,
its officers or directors, or any such controlling person, may
incur under the Securities Act of 1933, as amended, or under
common law or otherwise, but only to the extent that such
liability or expense incurred by the Fund, its officers or
directors, or such controlling person resulting from such claims
or demands, shall arise out of or be based upon any untrue, or
alleged untrue, statement of a material fact contained in
information furnished in writing by you to the Fund specifically
for use in the Fund's registration statement and used in the
answers to any of the items of the registration statement or in
the corresponding statements made in the prospectus, or shall
arise out of or be based upon any omission, or alleged omission,
to state a material fact in connection with such information
furnished in writing by you to the Fund and required to be stated
in such answers or necessary to make such information not
misleading. Your agreement to indemnify the Fund, its officers
and directors, and any such controlling person, as aforesaid, is
expressly conditioned upon your being notified of any action
brought against the Fund, its officers or directors, or any such
controlling person, such notification to be given by letter or
telegram addressed to you at your principal office in New York,
New York within ten days after the summons or other first legal
process shall have been served. You shall have the right to con-
trol the defense of such action, with counsel of your own
choosing, satisfactory to the Fund, if such action is based
solely
upon such alleged misstatement or omission on your part, and in
any other event the Fund, its officers or directors or such con-
trolling person shall each have the right to participate in the
defense or preparation of the defense of any such action. The
failure so to notify you of any such action shall not relieve you
from any liability which you may have to the Fund, its officers
or
directors, or to such controlling person by reason of any such
untrue, or alleged untrue, statement or omission, or alleged
omission, otherwise than on account of your indemnity agreement
contained in this paragraph 1.10.
1.11 None of the Fund's shares shall be offered by
either you or the Fund under any of the provisions of this agree-
ment and no orders for the purchase or sale of such shares
hereunder shall be accepted by the Fund if and so long as the
effectiveness of the registration statement then in effect or any
necessary amendments thereto shall be suspended under any of the
provisions of the Securities Act of 1933, as amended, or if and
so
long as a current prospectus as required by Section 10 of said
Act, as amended, is not on file with the Securities and Exchange
Commission; provided, however, that nothing contained in this
paragraph 1.11 shall in any way restrict or have an application
to
or bearing upon the Fund's obligation to repurchase shares of the
Fund's shares from any stockholder in accordance with the
provisions of the Fund's prospectus or Articles of Incorporation.
1.12 The Fund agrees to advise you immediately in
writing:
(a) of any request by the Securities and Exchange
Commission for amendments to the registration statement
or prospectus then in effect or for additional
information;
(b) in the event of the issuance by the Securities
and Exchange Commission of any stop order suspending
the
effectiveness of the registration statement or prospec-
tus then in effect or the initiation of any proceeding
for that purpose;
(c) of the happening of any event which makes
untrue any statement of a material fact made in the
reg-
istration statement or prospectus then in effect or
which requires the making of a change in such registra-
tion statement or prospectus in order to make the
state-
ments therein not misleading; and
(d) of all actions of the Securities and
Exchange Commission with respect to any amendments to
any registration statement or prospectus which may from
time to time be filed with the Securities and Exchange
Commission.
2. Term
This agreement shall continue until June 13, 1996, and
thereafter shall continue automatically for successive annual
periods ending on June 13th of each year, provided such
continuance is specifically approved at least annually by (i) the
Fund's Board of Directors or (ii) vote of a majority (as defined
in the Investment Company Act of 1940) of the Fund's outstanding
voting securities, provided that in either event its continuance
also is approved by a majority of the Fund's directors who are
not
"interested persons" (as defined in said Act) of any party to
this
agreement, by vote cast in person at a meeting called for the
purpose of voting on such approval. This agreement is terminable
without penalty, on 60 days' notice, by the Fund's Board of
Direc-
tors, by vote of holders of a majority of the Fund's shares, or
by
you. This agreement also will terminate automatically in the
event of its assignment (as defined in said Act).
3. Miscellaneous
The Fund recognizes that from time to time your
directors, officers and employees may serve as directors,
trustees, partners, officers and employees of other corporations,
business trusts, partnerships or other entities (including other
investment companies) and that such other entities may include
the
name "Dreyfus" as part of their name, and that your corporation
or
its affiliates may enter into distribution or other agreements
with such other entities. If you cease to act as the distributor
of the Fund's shares or if The Dreyfus Corporation (the
"Adviser")
ceases to act as the Fund's investment adviser, the Fund agrees
that, at the Adviser's request, the Fund will take all necessary
action to change the name of the Fund to a name not including
"Dreyfus" in any form or combination of words.
Please confirm that the foregoing is in accordance with
your understanding and indicate your acceptance hereof by signing
below, whereupon it shall become a binding agreement between us.
Very truly yours,
DREYFUS INTERNATIONAL RECOVERY FUND, INC.
By:
Accepted:
DREYFUS SERVICE CORPORATION
By:________________________
<PAGE>
EXHIBIT (8)
CUSTODY AGREEMENT
Custody Agreement made as of June 13, 1994 between
DREYFUS INTERNATIONAL RECOVERY FUND, INC., a corporation
organized
and existing under the laws of the State of Maryland, having its
principal office and place of business at 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144 (hereinafter called the
"Fund"), and THE BANK OF NEW YORK, a New York corporation
authorized to do a banking business, having its principal office
and place of business at 110 Washington Street, New York, New
York
10286 (hereinafter called the "Custodian").
W I T N E S S E T H :
that for and in consideration of the mutual promises hereinafter
set forth the Fund and the Custodian agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words
and
phrases, unless the context otherwise requires, shall have the
following meanings:
1. "Authorized Person" shall be deemed to include the
Treasurer, the Controller or any other person, whether or not any
such person is an Officer or employee of the Fund, duly
authorized
by the Directors of the Fund to give Oral Instructions and
Written
Instructions on behalf of the Fund and listed in the Certificate
annexed hereto as Appendix A or such other Certificate as may be
received by the Custodian from time to time.
2. "Available Balance" shall mean for any given day
during a calendar year the aggregate amount of Federal Funds held
in the Fund's custody account(s) at The Bank of New York, or its
successors, as of the close of such day or, if such day is not a
business day, the close of the preceding business day.
3. "Bankruptcy" shall mean with respect to a party
such
party's making a general assignment, arrangement or composition
with or for the benefit of its creditors, or instituting or
having
instituted against it a proceeding seeking a judgment of
insolvency or bankruptcy or the entry of an order for relief
under
the Federal bankruptcy law or any other relief under any
bankruptcy or insolvency law or other similar law affecting
creditors' rights, or if a petition is presented for the winding
up or liquidation of the party or a resolution is passed for its
winding up or liquidation, or it seeks, or becomes subject to,
the
appointment of an administrator, receiver, trustee, custodian or
other similar official for it or for all or substantially all of
its assets or its taking any action in furtherance of, or
indicating its consent to approval of, or acquiescence in, any of
the foregoing.
4. "Book-Entry System" shall mean the Federal Reserve/
Treasury book-entry system for United States and Federal agency
securities, its successor or successors and its nominee or
nominees.
5. "Call Option" shall mean an exchange traded option
with respect to Securities other than Stock Index Options,
Futures
Contracts and Futures Contract Options entitling the holder, upon
timely exercise and payment of the exercise price, as specified
therein, to purchase from the writer thereof the specified
underlying Securities.
6. "Certificate" shall mean any notice, instruction,
or
other instrument in writing, authorized or required by this
Agreement to be given to the Custodian, which is actually
received
by the Custodian and signed on behalf of the Fund by any two
Officers of the Fund.
7. "Clearing Member" shall mean a registered broker-
dealer which is a clearing member under the rules of O.C.C. and a
member of a national securities exchange qualified to act as a
custodian for an investment company, or any broker-dealer
reasonably believed by the Custodian to be such a clearing
member.
8. "Collateral Account" shall mean a segregated
account
so denominated and pledged to the Custodian as security for, and
in consideration of, the Custodian's issuance of (a) any Put
Option guarantee letter or similar document described in para-
graph 8 of Article V herein, or (b) any receipt described in
Article V or VIII herein.
9. "Consumer Price Index" shall mean the U.S. Consumer
Price Index, all items and all urban consumers, U.S. city average
l982-84 equals 100, as first published without seasonal
adjustment
by the Bureau of Labor Statistics, the Department of Labor,
without regard to subsequent revisions or corrections by such
Bureau.
10. "Covered Call Option" shall mean an exchange
traded
option entitling the holder, upon timely exercise and payment of
the exercise price, as specified therein, to purchase from the
writer thereof the specified Securities (excluding Futures
Contracts) which are owned by the writer thereof and subject to
appropriate restrictions.
11. "Depository" shall mean The Depository Trust
Company ("DTC"), a clearing agency registered with the Securities
and Exchange Commission, its successor or successors and its
nominee or nominees, provided the Custodian has received a
certified copy of a resolution of the Fund's Directors
specifically approving deposits in DTC. The term "Depository"
shall further mean and include any other person authorized to act
as a depository under the Investment Company Act of 1940, its
successor or successors and its nominee or nominees, specifically
identified in a certified copy of a resolution of the Fund's
Directors specifically approving deposits therein by the
Custodian.
12. "Earnings Credit" shall mean for any given day
during a calendar year the product of (a) the Federal Funds Rate
for such date minus .25%, and (b) 82% of the Available Balance.
13. "Federal Funds" shall mean immediately available
same day funds.
14. "Federal Funds Rate" shall mean, for any day, the
Federal Funds (Effective) interest rate so denominated as
published in Federal Reserve Statistical Release H.15 (519) and
applicable to such day and each succeeding day which is not a
business day.
15. "Financial Futures Contract" shall mean the firm
commitment to buy or sell fixed income securities, including,
without limitation, U.S. Treasury Bills, U.S. Treasury Notes,
U.S.
Treasury Bonds, domestic bank certificates of deposit, and
Eurodollar certificates of deposit, during a specified month at
an
agreed upon price.
16. "Futures Contract" shall mean a Financial Futures
Contract and/or Stock Index Futures Contracts.
17. "Futures Contract Option" shall mean an option
with
respect to a Futures Contract.
18. "Margin Account" shall mean a segregated account
in
the name of a broker, dealer, futures commission merchant or
Clearing Member, or in the name of the Fund for the benefit of a
broker, dealer, futures commission merchant or Clearing Member,
or
otherwise, in accordance with an agreement between the Fund, the
Custodian and a broker, dealer, futures commission merchant or
Clearing Member (a "Margin Account Agreement"), separate and
distinct from the custody account, in which certain Securities
and/or money of the Fund shall be deposited and withdrawn from
time to time in connection with such transactions as the Fund may
from time to time determine. Securities held in the Book-Entry
System or the Depository shall be deemed to have been deposited
in, or withdrawn from, a Margin Account upon the Custodian's
effecting an appropriate entry on its books and records.
19. "Merger" shall mean (a) with respect to the Fund,
the consolidation or amalgamation with, merger into, or transfer
of all or substantially all of its assets to, another entity,
where the Fund is not the surviving entity, and (b) with respect
to the Custodian, any consolidation or amalgamation with, merger
into, or transfer of all or substantially all of its assets to,
another entity, except for any such consolidation, amalgamation,
merger or transfer of assets between the Custodian and The Bank
of
New York Company, Inc. or any subsidiary thereof, or the Irving
Bank Corporation or any subsidiary thereof, provided that the
surviving entity agrees to be bound by the terms of this
Agreement.
20. "Money Market Security" shall be deemed to
include,
without limitation, debt obligations issued or guaranteed as to
principal and interest by the government of the United States or
agencies or instrumentalities thereof, commercial paper,
certificates of deposit and bankers' acceptances, repurchase and
reverse repurchase agreements with respect to the same and bank
time deposits, where the purchase and sale of such securities
normally requires settlement in Federal funds on the same date as
such purchase or sale.
21. "O.C.C." shall mean Options Clearing Corporation,
a
clearing agency registered under Section 17A of the Securities
Exchange Act of 1934, its successor or successors, and its
nominee
or nominees.
22. "Officers" shall be deemed to include the
President, any Vice President, the Secretary, the Treasurer, the
Controller, any Assistant Secretary, any Assistant Treasurer or
any other person or persons duly authorized by the Directors of
the Fund to execute any Certificate, instruction, notice or other
instrument on behalf of the Fund and listed in the Certificate
annexed hereto as Appendix B or such other Certificate as may be
received by the Custodian from time to time.
23. "Option" shall mean a Call Option, Covered Call
Option, Stock Index Option and/or a Put Option.
24. "Oral Instructions" shall mean verbal instructions
actually received by the Custodian from an Authorized Person or
from a person reasonably believed by the Custodian to be an
Authorized Person.
25. "Put Option" shall mean an exchange traded option
with respect to Securities other than Stock Index Options,
Futures
Contracts, and Futures Contract Options entitling the holder,
upon
timely exercise and tender of the specified underlying
Securities,
to sell such Securities to the writer thereof for the exercise
price.
26. "Reverse Repurchase Agreement" shall mean an
agreement pursuant to which the Fund sells Securities and agrees
to repurchase such Securities at a described or specified date
and
price.
27. "Security" shall be deemed to include, without
limitation, Money Market Securities, Call Options, Put Options,
Stock Index Options, Stock Index Futures Contracts, Stock Index
Futures Contract Options, Financial Futures Contracts, Financial
Futures Contract Options, Reverse Repurchase Agreements, common
stock and other instruments or rights having characteristics
similar to common stocks, preferred stocks, debt obligations
issued by state or municipal governments and by public
authorities
(including, without limitation, general obligation bonds, revenue
bonds and industrial bonds and industrial development bonds),
bonds, debentures, notes, mortgages or other obligations, and any
certificates, receipts, warrants or other instruments
representing
rights to receive, purchase, sell or subscribe for the same, or
evidencing or representing any other rights or interest therein,
or any property or assets.
28. "Segregated Security Account" shall mean an
account
maintained under the terms of this Agreement as a segregated
account, by recordation or otherwise, within the custody account
in which certain Securities and/or other assets of the Fund shall
be deposited and withdrawn from time to time in accordance with
Certificates received by the Custodian in connection with such
transactions as the Fund may from time to time determine.
29. "Shares" shall mean the shares of Common Stock of
the Fund, each of which, in the case of a Fund having Series, is
allocated to a particular Series.
30. "Stock Index Futures Contract" shall mean a
bilateral agreement pursuant to which the parties agree to take
or
make delivery of an amount of cash equal to a specified dollar
amount times the difference between the value of a particular
stock index at the close of the last business day of the contract
and the price at which the futures contract is originally struck.
31. "Stock Index Option" shall mean an exchange traded
option entitling the holder, upon timely exercise, to receive an
amount of cash determined by reference to the difference between
the exercise price and the value of the index on the date of
exercise.
32. "Written Instructions" shall mean written
communications actually received by the Custodian from an
Authorized Person or from a person reasonably believed by the
Custodian to be an Authorized Person by telex or any other such
system whereby the receiver of such communications is able to
verify by codes or otherwise with a reasonable degree of
certainty
the authenticity of the sender of such communication.
ARTICLE II
APPOINTMENT OF CUSTODIAN
1. The Fund hereby constitutes and appoints the
Custodian as custodian of all the Securities and moneys at any
time owned by the Fund during the period of this Agreement,
except
that (a) if the Custodian fails to provide for the custody of any
of the Fund's Securities and moneys located or to be located
outside the United States in a manner satisfactory to the Fund,
the Fund shall be permitted to arrange for the custody of such
Securities and moneys located or to be located outside the United
States other than through the Custodian at rates to be negotiated
and borne by the Fund and (b) if the Custodian fails to continue
any existing sub-custodial or similar arrangements on
substantially the same terms as exist on the date of this
Agreement, the Fund shall be permitted to arrange for such or
similar services other than through the Custodian at rates to be
negotiated and borne by the Fund. The Custodian shall not charge
the Fund for any such terminated services after the date of such
termination.
2. The Custodian hereby accepts appointment as such
custodian and agrees to perform the duties thereof as hereinafter
set forth.
ARTICLE III
CUSTODY OF CASH AND SECURITIES
1. Except as otherwise provided in paragraph 7 of this
Article and in Article VIII, the Fund will deliver or cause to be
delivered to the Custodian all Securities and all moneys owned by
it, including cash received for the issuance of its shares, at
any
time during the period of this Agreement. The Custodian will not
be responsible for such Securities and such moneys until actually
received by it. The Custodian will be entitled to reverse any
credits made on the Fund's behalf where such credits have been
previously made and moneys are not finally collected. The Fund
shall deliver to the Custodian a certified resolution of the
Directors of the Fund approving, authorizing and instructing the
Custodian on a continuous and on-going basis to deposit in the
Book-Entry System all Securities eligible for deposit therein and
to utilize the Book-Entry System to the extent possible in
connection with its performance hereunder, including, without
limitation, in connection with settlements of purchases and sales
of Securities, loans of Securities, and deliveries and returns of
Securities collateral. Prior to a deposit of Securities of the
Fund in the Depository the Fund shall deliver to the Custodian a
certified resolution of the Directors of the Fund approving,
authorizing and instructing the Custodian on a continuous and on-
going basis until instructed to the contrary by a Certificate
actually received by the Custodian to deposit in the Depository
all Securities eligible for deposit therein and to utilize the
Depository to the extent possible in connection with its
performance hereunder, including, without limitation, in
connection with settlements of purchases and sales of Securities,
loans of Securities, and deliveries and returns of Securities
collateral. Securities and moneys of the Fund deposited in
either
the Book-Entry System or the Depository will be represented in
accounts which include only assets held by the Custodian for
customers, including, but not limited to, accounts in which the
Custodian acts in a fiduciary or representative capacity. Prior
to the Custodian's accepting, utilizing and acting with respect
to
Clearing Member confirmations for Options and transactions in
Options as provided in this Agreement, the Custodian shall have
received a certified resolution of the Fund's Board of Directors
approving, authorizing and instructing the Custodian on a
continuous and on-going basis, until instructed to the contrary
by
a Certificate actually received by the Custodian, to accept,
utilize and act in accordance with such confirmations as provided
in this Agreement.
2. The Custodian shall credit to a separate account in
the name of the Fund all moneys received by it for the account of
the Fund, and shall disburse the same only:
(a) In payment for Securities purchased, as provided
in
Article IV hereof;
(b) In payment of dividends or distributions, as
provided in Article XI hereof;
(c) In payment of original issue or other taxes, as
provided in Article XII hereof;
(d) In payment for Shares redeemed by it, as provided
in Article XII hereof;
(e) Pursuant to Certificates setting forth the name
and
address of the person to whom the payment is to be made, and the
purpose for which payment is to be made; or
(f) In payment of the fees and in reimbursement of the
expenses and liabilities of the Custodian, as provided in Article
XV hereof.
3. Promptly after the close of business on each day,
the Custodian shall furnish the Fund with confirmations and a
summary of all transfers to or from the account of the Fund
during
said day. Where Securities are transferred to the account of the
Fund, the Custodian shall also by book-entry or otherwise
identify
as belonging to the Fund a quantity of Securities in a fungible
bulk of Securities registered in the name of the Custodian (or
its
nominee) or shown on the Custodian's account on the books of the
Book-Entry System or the Depository. At least monthly and from
time to time, the Custodian shall furnish the Fund with a
detailed
statement of the Securities and moneys held for the Fund under
this Agreement.
4. Except as otherwise provided in paragraph 7 of this
Article and in Article VIII, all Securities held for the Fund,
which are issued or issuable only in bearer form, except such
Securities as are held in the Book-Entry System, shall be held by
the Custodian in that form; all other Securities held for the
Fund
may be registered in the name of the Fund, in the name of any
duly
appointed registered nominee of the Custodian as the Custodian
may
from time to time determine, or in the name of the Book-Entry
System or the Depository or their successor or successors, or
their nominee or nominees. The Fund agrees to furnish to the
Custodian appropriate instruments to enable the Custodian to hold
or deliver in proper form for transfer, or to register in the
name
of its registered nominee or in the name of the Book-Entry System
or the Depository, any Securities which it may hold for the
account of the Fund and which may from time to time be registered
in the name of the Fund. The Custodian shall hold all such
Securities which are not held in the Book-Entry System or in the
Depository in a separate account in the name of the Fund
physically segregated at all times from those of any other person
or persons.
5. Except as otherwise provided in this Agreement and
unless otherwise instructed to the contrary by a Certificate, the
Custodian by itself, or through the use of the Book-Entry System
or the Depository with respect to Securities therein deposited,
shall with respect to all Securities held for the Fund in
accordance with this Agreement:
(a) Collect all income due or payable and, in any
event, if the Custodian receives a written notice from the Fund
specifying that an amount of income should have been received by
the Custodian within the last 90 days, the Custodian will provide
a conditional payment of income within 60 days from the date the
Custodian received such notice, unless the Custodian reasonably
concludes that such income was not due or payable to the Fund,
provided that the Custodian may reverse any such conditional
payment upon its reasonably concluding that all or any portion of
such income was not due or payable, and provided further that the
Custodian shall not be liable for failing to collect on a timely
basis the full amount of income due or payable in respect of a
"floating rate instrument" or "variable rate instrument" (as such
terms are defined under Rule 2a-7 under the Investment Company
Act
of 1940, as amended) if it has acted in good faith, without
negligence or willful misconduct.
(b) Present for payment and collect the amount payable
upon such Securities which are called, but only if either (i) the
Custodian receives a written notice of such call, or (ii) notice
of such call appears in one or more of the publications listed in
Appendix C annexed hereto, which may be amended at any time by
the
Custodian upon five business days' prior notification to the
Fund;
(c) Present for payment and collect the amount payable
upon all Securities which may mature;
(d) Surrender Securities in temporary form for
definitive Securities;
(e) Execute, as Custodian, any necessary declarations
or certificates of ownership under the Federal Income Tax Laws or
the laws or regulations of any other taxing authority now or
hereafter in effect; and
(f) Hold directly, or through the Book-Entry System or
the Depository with respect to Securities therein deposited, for
the account of the Fund all rights and similar securities issued
with respect to any Securities held by the Custodian hereunder.
6. Upon receipt of a Certificate and not otherwise,
the
Custodian, directly or through the use of the Book-Entry System
or
the Depository, shall:
(a) Execute and deliver to such persons as may be
designated in such Certificate proxies, consents, authorizations,
and any other instruments whereby the authority of the Fund as
owner of any Securities may be exercised;
(b) Deliver any Securities held for the Fund in
exchange for other Securities or cash issued or paid in
connection
with the liquidation, reorganization, refinancing, merger,
consolidation or recapitalization of any corporation, or the
exercise of any conversion privilege;
(c) Deliver any Securities held for the Fund to any
protective committee, reorganization committee or other person in
connection with the reorganization, refinancing, merger,
consolidation, recapitalization or sale of assets of any
corporation, and receive and hold under the terms of this
Agreement such certificates of deposit, interim receipts or other
instruments or documents as may be issued to it to evidence such
delivery;
(d) Make such transfers or exchanges of the assets of
the Fund and take such other steps as shall be stated in said
order to be for the purpose of effectuating any duly authorized
plan of liquidation, reorganization, merger, consolidation or
recapitalization of the Fund; and
(e) Present for payment and collect the amount payable
upon Securities not described in preceding paragraph 5(b) of this
Article which may be called as specified in the Certificate.
7. Notwithstanding any provision elsewhere contained
herein, the Custodian shall not be required to obtain possession
of any instrument or certificate representing any Futures
Contract, Option or Futures Contract Option until after it shall
have determined, or shall have received a Certificate from the
Fund stating, that any such instruments or certificates are
available. The Fund shall deliver to the Custodian such a
Certificate no later than the business day preceding the
availability of any such instrument or certificate. Prior to
such
availability, the Custodian shall comply with Section 17(f) of
the
Investment Company Act of 1940, as amended, in connection with
the
purchase, sale, settlement, closing out or writing of Futures
Contracts, Options or Futures Contract Options by making payments
or deliveries specified in Certificates received by the Custodian
in connection with any such purchase, sale, writing, settlement
or
closing out upon its receipt from a broker, dealer or futures
commission merchant of a statement or confirmation reasonably
believed by the Custodian to be in the form customarily used by
brokers, dealers, or futures commission merchants with respect to
such Futures Contracts, Options or Futures Contract Options, as
the case may be, confirming that such Security is held by such
broker, dealer or futures commission merchant, in book-entry form
or otherwise, in the name of the Custodian (or any nominee of the
Custodian) as custodian for the Fund, provided, however, that
payments to or deliveries from the Margin Account shall be made
in
accordance with the terms and conditions of the Margin Account
Agreement. Whenever any such instruments or certificates are
available, the Custodian shall, notwithstanding any provision in
this Agreement to the contrary, make payment for any Futures
Contract, Option or Futures Contract Option for which such
instruments or such certificates are available only against the
delivery to the Custodian of such instrument or such certificate,
and deliver any Futures Contract, Option or Futures Contract
Option for which such instruments or such certificates are
available only against receipt by the Custodian of payment
therefor. Any such instrument or certificate delivered to the
Custodian shall be held by the Custodian hereunder in accordance
with, and subject to, the provisions of this Agreement.
ARTICLE IV
PURCHASE AND SALE OF INVESTMENTS OF THE FUND OTHER THAN OPTIONS,
FUTURES CONTRACTS, FUTURES CONTRACT OPTIONS AND REVERSE
REPURCHASE AGREEMENTS
1. Promptly after each purchase of Securities by the
Fund, other than a purchase of any Option, Futures Contract,
Futures Contract Option or Reverse Repurchase Agreement, the Fund
shall deliver to the Custodian (i) with respect to each purchase
of Securities which are not Money Market Securities, a
Certificate, and (ii) with respect to each purchase of Money
Market Securities, a Certificate, Oral Instructions or Written
Instructions, specifying with respect to each such purchase: (a)
the name of the issuer and the title of the Securities; (b) the
number of shares or the principal amount purchased and accrued
interest, if any; (c) the date of purchase and settlement; (d)
the
purchase price per unit; (e) the total amount payable upon such
purchase; (f) the name of the person from whom or the broker
through whom the purchase was made, and the name of the clearing
broker, if any; and (g) the name of the broker to which payment
is
to be made. The Custodian shall, upon receipt of Securities
purchased by or for the Fund, pay out of the moneys held for the
account of the Fund the total amount payable to the person from
whom, or the broker through whom, the purchase was made, provided
that the same conforms to the total amount payable as set forth
in
such Certificate, Oral Instructions or Written Instructions.
2. Promptly after each sale of Securities by the Fund,
other than a sale of any Option, Futures Contract, Futures
Contract Option or Reverse Repurchase Agreement, the Fund shall
deliver to the Custodian (i) with respect to each sale of
Securities which are not Money Market Securities, a Certificate,
and (ii) with respect to each sale of Money Market Securities, a
Certificate, Oral Instructions or Written Instructions,
specifying
with respect to each such sale: (a) the name of the issuer and
the title of the Security; (b) the number of shares or principal
amount sold, and accrued interest, if any; (c) the date of sale;
(d) the sale price per unit; (e) the total amount payable to the
Fund upon such sale; (f) the name of the broker through whom or
the person to whom the sale was made, and the name of the
clearing
broker, if any; and (g) the name of the broker to whom the
Securities are to be delivered. The Custodian shall deliver the
Securities upon receipt of the total amount payable to the Fund
upon such sale, provided that the same conforms to the total
amount payable as set forth in such Certificate, Oral
Instructions
or Written Instructions. Subject to the foregoing, the Custodian
may accept payment in such form as shall be satisfactory to it,
and may deliver Securities and arrange for payment in accordance
with the customs prevailing among dealers in Securities.
ARTICLE V
OPTIONS
1. Promptly after the purchase of any Option by the
Fund, the Fund shall deliver to the Custodian a Certificate
specifying with respect to each Option purchased: (a) the type
of
Option (put or call); (b) the name of the issuer and the title
and
number of shares subject to such Option or, in the case of a
Stock
Index Option, the stock index to which such Option relates and
the
number of Stock Index Options purchased; (c) the expiration date;
(d) the exercise price; (e) the dates of purchase and settlement;
(f) the total amount payable by the Fund in connection with such
purchase; (g) the name of the Clearing Member through which such
Option was purchased; and (h) the name of the broker to whom
payment is to be made. The Custodian shall pay, upon receipt of
a
Clearing Member's statement confirming the purchase of such
Option
held by such Clearing Member for the account of the Custodian (or
any duly appointed and registered nominee of the Custodian) as
custodian for the Fund, out of moneys held for the account of the
Fund, the total amount payable upon such purchase to the Clearing
Member through whom the purchase was made, provided that the same
conforms to the total amount payable as set forth in such
Certificate.
2. Promptly after the sale of any Option purchased by
the Fund pursuant to paragraph 1 hereof, the Fund shall deliver
to
the Custodian a Certificate specifying with respect to each such
sale: (a) the type of Option (put or call); (b) the name of the
issuer and the title and number of shares subject to such Option
or, in the case of a Stock Index Option, the stock index to which
such Option relates and the number of Stock Index Options sold;
(c) the date of sale; (d) the sale price; (e) the date of
settlement; (f) the total amount payable to the Fund upon such
sale; and (g) the name of the Clearing Member through which the
sale was made. The Custodian shall consent to the delivery of
the
Option sold by the Clearing Member which previously supplied the
confirmation described in preceding paragraph 1 of this Article
with respect to such Option against payment to the Custodian of
the total amount payable to the Fund, provided that the same
conforms to the total amount payable as set forth in such
Certificate.
3. Promptly after the exercise by the Fund of any Call
Option purchased by the Fund pursuant to paragraph 1 hereof, the
Fund shall deliver to the Custodian a Certificate specifying with
respect to such Call Option: (a) the name of the issuer and the
title and number of shares subject to the Call Option; (b) the
expiration date; (c) the date of exercise and settlement; (d) the
exercise price per share; (e) the total amount to be paid by the
Fund upon such exercise; and (f) the name of the Clearing Member
through which such Call Option was exercised. The Custodian
shall, upon receipt of the Securities underlying the Call Option
which was exercised, pay out of the moneys held for the account
of
the Fund the total amount payable to the Clearing Member through
whom the Call Option was exercised, provided that the same
conforms to the total amount payable as set forth in such
Certificate.
4. Promptly after the exercise by the Fund of any Put
Option purchased by the Fund pursuant to paragraph 1 hereof, the
Fund shall deliver to the Custodian a Certificate specifying with
respect to such Put Option: (a) the name of the issuer and the
title and number of shares subject to the Put Option; (b) the
expiration date; (c) the date of exercise and settlement; (d) the
exercise price per share; (e) the total amount to be paid to the
Fund upon such exercise; and (f) the name of the Clearing Member
through which such Put Option was exercised. The Custodian
shall,
upon receipt of the amount payable upon the exercise of the Put
Option, deliver or direct the Depository to deliver the
Securities, provided the same conforms to the amount payable to
the Fund as set forth in such Certificate.
5. Promptly after the exercise by the Fund of any
Stock
Index Option purchased by the Fund pursuant to paragraph 1
hereof,
the Fund shall deliver to the Custodian a Certificate specifying
with respect to such Stock Index Option: (a) the type of Stock
Index Option (put or call); (b) the number of Options being
exercised; (c) the stock index to which such Option relates;
(d) the expiration date; (e) the exercise price; (f) the total
amount to be received by the Fund in connection with such
exercise; and (g) the Clearing Member from which such payment is
to be received.
6. Whenever the Fund writes a Covered Call Option, the
Fund shall promptly deliver to the Custodian a Certificate
specifying with respect to such Covered Call Option: (a) the
name
of the issuer and the title and number of shares for which the
Covered Call Option was written and which underlie the same;
(b) the expiration date; (c) the exercise price; (d) the premium
to be received by the Fund; (e) the date such Covered Call Option
was written; and (f) the name of the Clearing Member through
which
the premium is to be received. The Custodian shall deliver or
cause to be delivered, in exchange for receipt of the premium
specified in the Certificate with respect to such Covered Call
Option, such receipts as are required in accordance with the
customs prevailing among Clearing Members dealing in Covered Call
Options and shall impose, or direct the Depository to impose,
upon
the underlying Securities specified in the Certificate such
restrictions as may be required by such receipts.
Notwithstanding
the foregoing, the Custodian has the right, upon prior written
notification to the Fund, at any time to refuse to issue any
receipts for Securities in the possession of the Custodian and
not
deposited with the Depository underlying a Covered Call Option.
7. Whenever a Covered Call Option written by the Fund
and described in the preceding paragraph of this Article is
exercised, the Fund shall promptly deliver to the Custodian a
Certificate instructing the Custodian to deliver, or to direct
the
Depository to deliver, the Securities subject to such Covered
Call
Option and specifying: (a) the name of the issuer and the title
and number of shares subject to the Covered Call Option; (b) the
Clearing Member to whom the underlying Securities are to be
delivered; and (c) the total amount payable to the Fund upon such
delivery. Upon the return and/or cancellation of any receipts
delivered pursuant to paragraph 6 of this Article, the Custodian
shall deliver, or direct the Depository to deliver, the
underlying
Securities as specified in the Certificate for the amount to be
received as set forth in such Certificate.
8. Whenever the Fund writes a Put Option, the Fund
shall promptly deliver to the Custodian a Certificate specifying
with respect to such Put Option: (a) the name of the issuer and
the title and number of shares for which the Put Option is
written
and which underlie the same; (b) the expiration date; (c) the
exercise price; (d) the premium to be received by the Fund;
(e) the date such Put Option is written; (f) the name of the
Clearing Member through which the premium is to be received and
to
whom a Put Option guarantee letter is to be delivered; (g) the
amount of cash, and/or the amount and kind of Securities, if any,
to be deposited in the Segregated Security Account; and (h) the
amount of cash and/or the amount and kind of Securities to be
deposited into the Collateral Account. The Custodian shall,
after
making the deposits into the Collateral Account specified in the
Certificate, issue a Put Option guarantee letter substantially in
the form utilized by the Custodian on the date hereof, and
deliver
the same to the Clearing Member specified in the Certificate
against receipt of the premium specified in said Certificate.
Notwithstanding the foregoing, the Custodian shall be under no
obligation to issue any Put Option guarantee letter or similar
document if it is unable to make any of the representations
contained therein.
9. Whenever a Put Option written by the Fund and
described in the preceding paragraph is exercised, the Fund shall
promptly deliver to the Custodian a Certificate specifying:
(a) the name of the issuer and title and number of shares subject
to the Put Option; (b) the Clearing Member from which the
underlying Securities are to be received; (c) the total amount
payable by the Fund upon such delivery; (d) the amount of cash
and/or the amount and kind of Securities to be withdrawn from the
Collateral Account; and (e) the amount of cash and/or the amount
and kind of Securities, if any, to be withdrawn from the
Segregated Security Account. Upon the return and/or cancellation
of any Put Option guarantee letter or similar document issued by
the Custodian in connection with such Put Option, the Custodian
shall pay out of the moneys held for the account of the Fund the
total amount payable to the Clearing Member specified in the
Certificate as set forth in such Certificate, and shall make the
withdrawals specified in such Certificate.
10. Whenever the Fund writes a Stock Index Option, the
Fund shall promptly deliver to the Custodian a Certificate
specifying with respect to such Stock Index Option: (a) whether
such Stock Index Option is a put or a call; (b) the number of
Options written; (c) the stock index to which such Option
relates;
(d) the expiration date; (e) the exercise price; (f) the Clearing
Member through which such Option was written; (g) the premium to
be received by the Fund; (h) the amount of cash and/or the amount
and kind of Securities, if any, to be deposited in the Segregated
Security Account; (i) the amount of cash and/or the amount and
kind of Securities, if any, to be deposited in the Collateral
Account; and (j) the amount of cash and/or the amount and kind of
Securities, if any, to be deposited in a Margin Account, and the
name in which such account is to be or has been established. The
Custodian shall, upon receipt of the premium specified in the
Certificate, make the deposits, if any, into the Segregated
Security Account specified in the Certificate, and either (1)
deliver such receipts, if any, which the Custodian has
specifically agreed to issue, which are in accordance with the
customs prevailing among Clearing Members in Stock Index Options
and make the deposits into the Collateral Account specified in
the
Certificate, or (2) make the deposits into the Margin Account
specified in the Certificate.
11. Whenever a Stock Index Option written by the Fund
and described in the preceding paragraph of this Article is
exercised, the Fund shall promptly deliver to the Custodian a
Certificate specifying with respect to such Stock Index Option:
(a) such information as may be necessary to identify the Stock
Index Option being exercised; (b) the Clearing Member through
which such Stock Index Option is being exercised; (c) the total
amount payable upon such exercise, and whether such amount is to
be paid by or to the Fund; (d) the amount of cash and/or amount
and kind of Securities, if any, to be withdrawn from the Margin
Account; and (e) the amount of cash and/or amount and kind of
Securities, if any, to be withdrawn from the Segregated Security
Account and the amount of cash and/or the amount and kind of
Securities, if any, to be withdrawn from the Collateral Account.
Upon the return and/or cancellation of the receipt, if any,
delivered pursuant to the preceding paragraph of this Article,
the
Custodian shall pay to the Clearing Member specified in the
Certificate the total amount payable, if any, as specified
therein.
12. Whenever the Fund purchases any Option identical
to
a previously written Option described in paragraphs 6, 8 or 10 of
this Article in a transaction expressly designated as a "Closing
Purchase Transaction" in order to liquidate its position as a
writer of an Option, the Fund shall promptly deliver to the
Custodian a Certificate specifying with respect to the Option
being purchased: (a) that the transaction is a Closing Purchase
Transaction; (b) the name of the issuer and the title and number
of shares subject to the Option, or, in the case of a Stock Index
Option, the stock index to which such Option relates and the
number of Options held; (c) the exercise price; (d) the premium
to
be paid by the Fund; (e) the expiration date; (f) the type of
Option (put or call); (g) the date of such purchase; (h) the name
of the Clearing Member to which the premium is to be paid; and
(i)
the amount of cash and/or the amount and kind of Securities, if
any, to be withdrawn from the Collateral Account, a specified
Margin Account or the Segregated Security Account. Upon the
Custodian's payment of the premium and the return and/or
cancellation of any receipt issued pursuant to paragraphs 6, 8 or
10 of this Article with respect to the Option being liquidated
through the Closing Purchase Transaction, the Custodian shall
remove, or direct the Depository to remove, the previously
imposed
restrictions on the Securities underlying the Call Option.
13. Upon the expiration or exercise of, or
consummation
of a Closing Purchase Transaction with respect to, any Option
purchased or written by the Fund and described in this Article,
the Custodian shall delete such Option from the statements
delivered to the Fund pursuant to paragraph 3 of Article III
herein, and upon the return and/or cancellation of any receipts
issued by the Custodian, shall make such withdrawals from the
Collateral Account, the Margin Account and/or the Segregated
Security Account as may be specified in a Certificate received in
connection with such expiration, exercise, or consummation.
ARTICLE VI
FUTURES CONTRACTS
1. Whenever the Fund shall enter into a Futures
Contract, the Fund shall deliver to the Custodian a Certificate
specifying with respect to such Futures Contract (or with respect
to any number of identical Futures Contract(s)): (a) the
category
of Futures Contract (the name of the underlying stock index or
financial instrument); (b) the number of identical Futures
Contracts entered into; (c) the delivery or settlement date of
the
Futures Contract(s); (d) the date the Futures Contract(s) was
(were) entered into and the maturity date; (e) whether the Fund
is
buying (going long) or selling (going short) on such Futures
Contract(s); (f) the amount of cash and/or the amount and kind of
Securities, if any, to be deposited in the Segregated Security
Account; (g) the name of the broker, dealer or futures commission
merchant through which the Futures Contract was entered into; and
(h) the amount of fee or commission, if any, to be paid and the
name of the broker, dealer or futures commission merchant to whom
such amount is to be paid. The Custodian shall make the
deposits,
if any, to the Margin Account in accordance with the terms and
conditions of the Margin Account Agreement. The Custodian shall
make payment of the fee or commission, if any, specified in the
Certificate and deposit in the Segregated Security Account the
amount of cash and/or the amount and kind of Securities specified
in said Certificate.
2. (a) Any variation margin payment or similar
payment
required to be made by the Fund to a broker, dealer or futures
commission merchant with respect to an outstanding Futures
Contract shall be made by the Custodian in accordance with the
terms and conditions of the Margin Account Agreement.
(b) Any variation margin payment or similar
payment
from a broker, dealer or futures commission merchant to the Fund
with respect to an outstanding Futures Contract shall be received
and dealt with by the Custodian in accordance with the terms and
conditions of the Margin Account Agreement.
3. Whenever a Futures Contract held by the Custodian
hereunder is retained by the Fund until delivery or settlement is
made on such Futures Contract, the Fund shall deliver to the
Custodian a Certificate specifying: (a) the Futures Contract;
(b)
with respect to a Stock Index Futures Contract, the total cash
settlement amount to be paid or received, and with respect to a
Financial Futures Contract, the Securities and/or amount of cash
to be delivered or received; (c) the broker, dealer or futures
commission merchant to or from which payment or delivery is to be
made or received; and (d) the amount of cash and/or Securities to
be withdrawn from the Segregated Security Account. The Custodian
shall make the payment or delivery specified in the Certificate
and delete such Futures Contract from the statements delivered to
the Fund pursuant to paragraph 3 of Article III herein.
4. Whenever the Fund shall enter into a Futures
Contract to offset a Futures Contract held by the Custodian
hereunder, the Fund shall deliver to the Custodian a Certificate
specifying: (a) the items of information required in a
Certificate described in paragraph 1 of this Article, and (b) the
Futures Contract being offset. The Custodian shall make payment
of the fee or commission, if any, specified in the Certificate
and
delete the Futures Contract being offset from the statements
delivered to the Fund pursuant to paragraph 3 of Article III
herein, and make such withdrawals from the Segregated Security
Account as may be specified in such Certificate. The
withdrawals,
if any, to be made from the Margin Account shall be made by the
Custodian in accordance with the terms and conditions of the
Margin Account Agreement.
ARTICLE VII
FUTURES CONTRACT OPTIONS
1. Promptly after the purchase of any Futures Contract
Option by the Fund, the Fund shall deliver to the Custodian a
Certificate specifying with respect to such Futures Contract
Option: (a) the type of Futures Contract Option (put or call);
(b) the type of Futures Contract and such other information as
may
be necessary to identify the Futures Contract underlying the
Futures Contract Option purchased; (c) the expiration date; (d)
the exercise price; (e) the dates of purchase and settlement; (f)
the amount of premium to be paid by the Fund upon such purchase;
(g) the name of the broker or futures commission merchant through
which such option was purchased; and (h) the name of the broker
or
futures commission merchant to whom payment is to be made. The
Custodian shall pay the total amount to be paid upon such
purchase
to the broker or futures commission merchant through whom the
purchase was made, provided that the same conforms to the amount
set forth in such Certificate.
2. Promptly after the sale of any Futures Contract
Option purchased by the Fund pursuant to paragraph 1 hereof, the
Fund shall promptly deliver to the Custodian a Certificate
specifying with respect to each such sale: (a) the type of
Futures Contract Option (put or call); (b) the type of Futures
Contract and such other information as may be necessary to
identify the Futures Contract underlying the Futures Contract
Option; (c) the date of sale; (d) the sale price; (e) the date of
settlement; (f) the total amount payable to the Fund upon such
sale; and (g) the name of the broker or futures commission
merchant through which the sale was made. The Custodian shall
consent to the cancellation of the Futures Contract Option being
closed against payment to the Custodian of the total amount
payable to the Fund, provided the same conforms to the total
amount payable as set forth in such Certificate.
3. Whenever a Futures Contract Option purchased by the
Fund pursuant to paragraph 1 is exercised by the Fund, the Fund
shall promptly deliver to the Custodian a Certificate specifying:
(a) the particular Futures Contract Option (put or call) being
exercised; (b) the type of Futures Contract underlying the
Futures
Contract Option; (c) the date of exercise; (d) the name of the
broker or futures commission merchant through which the Futures
Contract Option is exercised; (e) the net total amount, if any,
payable by the Fund; (f) the amount, if any, to be received by
the
Fund; and (g) the amount of cash and/or the amount and kind of
Securities to be deposited in the Segregated Security Account.
The Custodian shall make the payments, if any, and the deposits,
if any, into the Segregated Security Account as specified in the
Certificate. The deposits, if any, to be made to the Margin
Account shall be made by the Custodian in accordance with the
terms and conditions of the Margin Account Agreement.
4. Whenever the Fund writes a Futures Contract Option,
the Fund shall promptly deliver to the Custodian a Certificate
specifying with respect to such Futures Contract Option: (a) the
type of Futures Contract Option (put or call); (b) the type of
Futures Contract and such other information as may be necessary
to
identify the Futures Contract underlying the Futures Contract
Option; (c) the expiration date; (d) the exercise price; (e) the
premium to be received by the Fund; (f) the name of the broker or
futures commission merchant through which the premium is to be
received; and (g) the amount of cash and/or the amount and kind
of
Securities, if any, to be deposited in the Segregated Security
Account. The Custodian shall, upon receipt of the premium
specified in the Certificate, make the deposits into the
Segregated Security Account, if any, as specified in the
Certificate. The deposits, if any, to be made to the Margin
Account shall be made by the Custodian in accordance with the
terms and conditions of the Margin Account Agreement.
5. Whenever a Futures Contract Option written by the
Fund which is a call is exercised, the Fund shall promptly
deliver
to the Custodian a Certificate specifying: (a) the particular
Futures Contract Option exercised; (b) the type of Futures
Contract underlying the Futures Contract Option; (c) the name of
the broker or futures commission merchant through which such
Futures Contract Option was exercised; (d) the net total amount,
if any, payable to the Fund upon such exercise; (e) the net total
amount, if any, payable by the Fund upon such exercise; and (f)
the amount of cash and/or the amount and kind of Securities to be
deposited in the Segregated Security Account. The Custodian
shall, upon its receipt of the net total amount payable to the
Fund, if any, specified in such Certificate make the payments, if
any, and the deposits, if any, into the Segregated Security
Account as specified in the Certificate. The deposits, if any,
to
be made to the Margin Account shall be made by the Custodian in
accordance with the terms and conditions of the Margin Account
Agreement.
6. Whenever a Futures Contract Option which is written
by the Fund and which is a Put Option is exercised, the Fund
shall
promptly deliver to the Custodian a Certificate specifying: (a)
the particular Futures Contract Option exercised; (b) the type of
Futures Contract underlying such Futures Contract Option; (c) the
name of the broker or futures commission merchant through which
such Futures Contract Option is exercised; (d) the net total
amount, if any, payable to the Fund upon such exercise; (e) the
net total amount, if any, payable by the Fund upon such exercise;
and (f) the amount and kind of Securities and/or cash to be
withdrawn from or deposited in the Segregated Security Account,
if
any. The Custodian shall, upon its receipt of the net total
amount payable to the Fund, if any, specified in the Certificate,
make the payments, if any, and the deposits, if any, into the
Segregated Security Account as specified in the Certificate. The
deposits to and/or withdrawals from the Margin Account, if any,
shall be made by the Custodian in accordance with the terms and
conditions of the Margin Account Agreement.
7. Whenever the Fund purchases any Futures Contract
Option identical to a previously written Futures Contract Option
described in this Article in order to liquidate its position as a
writer of such Futures Contract Option, the Fund shall promptly
deliver to the Custodian a Certificate specifying with respect to
the Futures Contract Option being purchased: (a) that the
transaction is a closing transaction; the type of Futures
Contract and such other information as may be necessary to
identify the Futures Contract underlying the Futures Contract
Option; (c) the exercise price; (d) the premium to be paid by the
Fund; (e) the expiration date; (f) the name of the broker or
futures commission merchant to which the premium is to be paid;
and (g) the amount of cash and/or the amount and kind of
Securities, if any, to be withdrawn from the Segregated Security
Account. The Custodian shall effect the withdrawals from the
Segregated Security Account specified in the Certificate. The
withdrawals, if any, to be made from the Margin Account shall be
made by the Custodian in accordance with the terms and conditions
of the Margin Account Agreement.
8. Upon the expiration or exercise of, or consummation
of a closing transaction with respect to, any Futures Contract
Option written or purchased by the Fund and described in this
Article, the Custodian shall (a) delete such Futures Contract
Option from the statements delivered to the Fund pursuant to
para-
graph 3 of Article III herein, and (b) make such withdrawals
from,
and/or, in the case of an exercise, such deposits into, the
Segregated Security Account as may be specified in a Certificate.
The deposits to and/or withdrawals from the Margin Account, if
any, shall be made by the Custodian in accordance with the terms
and conditions of the Margin Account Agreement.
9. Futures Contracts acquired by the Fund through the
exercise of a Futures Contract Option described in this Article
shall be subject to Article VI hereof.
ARTICLE VIII
SHORT SALES
1. Promptly after any short sale, the Fund shall
deliver to the Custodian a Certificate specifying: (a) the name
of the issuer and the title of the Security; (b) the number of
shares or principal amount sold, and accrued interest or
dividends, if any; (c) the dates of the sale and settlement; (d)
the sale price per unit; (e) the total amount credited to the
Fund
upon such sales, if any; (f) the amount of cash and/or the amount
and kind of Securities, if any, which are to be deposited in a
Margin Account and the name in which such Margin Account has been
or is to be established; (g) the amount of cash and/or the amount
and kind of Securities, if any, to be deposited in a Segregated
Security Account; and (h) the name of the broker through which
such short sale was made. The Custodian shall upon its receipt
of
a statement from such broker confirming such sale and that the
total amount credited to the Fund upon such sale, if any, as
specified in the Certificate is held by such broker for the
account of the Custodian (or any nominee of the Custodian) as
custodian of the Fund, issue a receipt or make the deposits into
the Margin Account and the Segregated Security Account specified
in the Certificate.
2. In connection with the closing-out of any short
sale, the Fund shall promptly deliver to the Custodian a
Certificate specifying with respect to each such closing-out:
(a)
the name of the issuer and the title of the Security; (b) the
number of shares or the principal amount, and accrued interest or
dividends, if any, required to effect such closing-out to be
delivered to the broker; (c) the dates of the closing-out and
settlement; (d) the purchase price per unit; (e) the net total
amount payable to the Fund upon such closing-out; (f) the net
total amount payable to the broker upon such closing-out; (g) the
amount of cash and the amount and kind of Securities to be
withdrawn, if any, from the Margin Account; (h) the amount of
cash
and/or the amount and kind of Securities, if any, to be withdrawn
from the Segregated Security Account; and (i) the name of the
broker through which the Fund is effecting such closing-out. The
Custodian shall, upon receipt of the net total amount payable to
the Fund upon such closing-out and the return and/or cancellation
of the receipts, if any, issued by the custodian with respect to
the short sale being closed-out, pay out of the moneys held for
the account of the Fund to the broker the net total amount
payable
to the broker, and make the withdrawals from the Margin Account
and the Segregated Security Account, as the same are specified in
the Certificate.
ARTICLE IX
REVERSE REPURCHASE AGREEMENTS
1. Promptly after the Fund enters into a Reverse
Repurchase Agreement with respect to Securities and money held by
the Custodian hereunder, the Fund shall deliver to the Custodian
a
Certificate or in the event such Reverse Repurchase Agreement is
a
Money Market Security, a Certificate, Oral Instructions or
Written
Instructions specifying: (a) the total amount payable to the
Fund
in connection with such Reverse Repurchase Agreement; (b) the
broker or dealer through or with which the Reverse Repurchase
Agreement is entered; (c) the amount and kind of Securities to be
delivered by the Fund to such broker or dealer; (d) the date of
such Reverse Repurchase Agreement; and (e) the amount of cash
and/or the amount and kind of Securities, if any, to be deposited
in a Segregated Security Account in connection with such Reverse
Repurchase Agreement. The Custodian shall, upon receipt of the
total amount payable to the Fund specified in the Certificate,
Oral Instructions or Written Instructions make the delivery to
the
broker or dealer, and the deposits, if any, to the Segregated
Security Account, specified in such Certificate, Oral
Instructions
or Written Instructions.
2. Upon the termination of a Reverse Repurchase
Agreement described in paragraph 1 of this Article, the Fund
shall
promptly deliver a Certificate or, in the event such Reverse
Repurchase Agreement is a Money Market Security, a Certificate,
Oral Instructions or Written Instructions to the Custodian
specifying: (a) the Reverse Repurchase Agreement being
terminated; (b) the total amount payable by the Fund in
connection
with such termination; (c) the amount and kind of Securities to
be
received by the Fund in connection with such termination; (d) the
date of termination; (e) the name of the broker or dealer with or
through which the Reverse Repurchase Agreement is to be
terminated; and (f) the amount of cash and/or the amount and kind
of Securities to be withdrawn from the Segregated Security
Account. The Custodian shall, upon receipt of the amount and
kind
of Securities to be received by the Fund specified in the
Certificate, Oral Instructions or Written Instructions, make the
payment to the broker or dealer, and the withdrawals, if any,
from
the Segregated Security Account, specified in such Certificate,
Oral Instructions or Written Instructions.
ARTICLE X
CONCERNING MARGIN ACCOUNTS, SEGREGATED SECURITY
ACCOUNTS AND COLLATERAL ACCOUNTS
1. The Custodian shall, from time to time, make such
deposits to, or withdrawals from, a Segregated Security Account
as
specified in a Certificate received by the Custodian. Such
Certificate shall specify the amount of cash and/or the amount
and
kind of Securities to be deposited in, or withdrawn from, the
Segregated Security Account. In the event that the Fund fails to
specify in a Certificate the name of the issuer, the title and
the
number of shares or the principal amount of any particular
Securities to be deposited by the Custodian into, or withdrawn
from, a Segregated Securities Account, the Custodian shall be
under no obligation to make any such deposit or withdrawal and
shall so notify the Fund.
2. The Custodian shall make deliveries or payments
from
a Margin Account to the broker, dealer, futures commission
merchant or Clearing Member in whose name, or for whose benefit,
the account was established as specified in the Margin Account
Agreement.
3. Amounts received by the Custodian as payments or
distributions with respect to Securities deposited in any Margin
Account shall be dealt with in accordance with the terms and
conditions of the Margin Account Agreement.
4. The Custodian shall have a continuing lien and
security interest in and to any property at any time held by the
Custodian in any Collateral Account described herein. In
accordance with applicable law, the Custodian may enforce its
lien
and realize on any such property whenever the Custodian has made
payment or delivery pursuant to any Put Option guarantee letter
or
similar document or any receipt issued hereunder by the
Custodian.
In the event the Custodian should realize on any such property
net
proceeds which are less than the Custodian's obligations under
any
Put Option guarantee letter or similar document or any receipt,
such deficiency shall be a debt owed the Custodian by the Fund
within the scope of Article XIII herein.
5. On each business day, the Custodian shall furnish
the Fund with a statement with respect to each Margin Account in
which money or Securities are held specifying as of the close of
business on the previous business day: (a) the name of the
Margin
Account; (b) the amount and kind of Securities held therein; and
(c) the amount of money held therein. The Custodian shall make
available upon request to any broker, dealer or futures
commission
merchant specified in the name of a Margin Account a copy of the
statement furnished the Fund with respect to such Margin Account.
6. Promptly after the close of business on each
business day in which cash and/or Securities are maintained in a
Collateral Account, the Custodian shall furnish the Fund with a
Statement with respect to such Collateral Account specifying the
amount of cash and/or the amount and kind of Securities held
therein. No later than the close of business next succeeding the
delivery to the Fund of such statement, the Fund shall furnish to
the Custodian a Certificate or Written Instructions specifying
the
then market value of the securities described in such statement.
In the event such then market value is indicated to be less than
the Custodian's obligation with respect to any outstanding Put
Option, guarantee letter or similar document, the Fund shall
promptly specify in a Certificate the additional cash and/or
Securities to be deposited in such Collateral Account to
eliminate
such deficiency.
ARTICLE XI
PAYMENT OF DIVIDENDS OR DISTRIBUTIONS
1. The Fund shall furnish to the Custodian a copy of
the resolution of the Directors, certified by the Secretary or
any
Assistant Secretary, either (i) setting forth the date of the
declaration of a dividend or distribution, the date of payment
thereof, the record date as of which shareholders entitled to
payment shall be determined, the amount payable per share to the
shareholders of record as of that date and the total amount
payable to the Dividend Agent of the Fund on the payment date, or
(ii) authorizing the declaration of dividends and distributions
on
a daily basis and authorizing the Custodian to rely on Oral
Instructions, Written Instructions or a Certificate setting forth
the date of the declaration of such dividend or distribution, the
date of payment thereof, the record date as of which shareholders
entitled to payment shall be determined, the amount payable per
share to the shareholders of record as of that date and the total
amount payable to the Dividend Agent on the payment date.
2. Upon the payment date specified in such resolution,
Oral Instructions, Written Instructions or Certificate, as the
case may be, the Custodian shall pay out of the moneys held for
the account of the Fund the total amount payable to the Dividend
Agent of the Fund.
ARTICLE XII
SALE AND REDEMPTION OF SHARES OF COMMON STOCK
1. Whenever the Fund shall sell any of its Shares, it
shall deliver to the Custodian a Certificate duly specifying:
(a) The number of Shares sold, trade date, and price;
and
(b) The amount of money to be received by the
Custodian
for the sale of such Shares.
2. Upon receipt of such money from the Transfer Agent,
the Custodian shall credit such money to the account of the Fund.
3. Upon issuance of any of the Fund's Shares in
accordance with the foregoing provisions of this Article, the
Custodian shall pay, out of the money held for the account of the
Fund, all original issue or other taxes required to be paid by
the
Fund in connection with such issuance upon the receipt of a
Certificate specifying the amount to be paid.
4. Except as provided hereinafter, whenever the Fund
shall hereafter redeem any of its Shares, it shall furnish to the
Custodian a Certificate specifying:
(a) The number of Shares redeemed; and
(b) The amount to be paid for the Shares redeemed.
5. Upon receipt from the Transfer Agent of an advice
setting forth the number of Shares received by the Transfer Agent
for redemption and that such Shares are valid and in good form
for
redemption, the Custodian shall make payment to the Transfer
Agent
out of the moneys held for the account of the Fund of the total
amount specified in the Certificate issued pursuant to the
foregoing paragraph 4 of this Article.
6. Notwithstanding the above provisions regarding the
redemption of any of the Fund's Shares, whenever its Shares are
redeemed pursuant to any check redemption privilege which may
from
time to time be offered by the Fund, the Custodian, unless
otherwise instructed by a Certificate, shall, upon receipt of an
advice from the Fund or its agent setting forth that the
redemption is in good form for redemption in accordance with the
check redemption procedure, honor the check presented as part of
such check redemption privilege out of the money held in the
account of the Fund for such purposes.
ARTICLE XIII
OVERDRAFTS OR INDEBTEDNESS
1. If the Custodian should in its sole discretion
advance funds on behalf of the Fund which results in an overdraft
because the moneys held by the Custodian for the account of the
Fund shall be insufficient to pay the total amount payable upon a
purchase of Securities as set forth in a Certificate or Oral
Instructions issued pursuant to Article IV, or which results in
an
overdraft for some other reason, or if the Fund is for any other
reason indebted to the Custodian (except a borrowing for
investment or for temporary or emergency purposes using
Securities
as collateral pursuant to a separate agreement and subject to the
provisions of paragraph 2 of this Article XIII), such overdraft
or
indebtedness shall be deemed to be a loan made by the Custodian
to
the Fund payable on demand and shall bear interest from the date
incurred at a rate per annum (based on a 360-day year for the
actual number of days involved) equal to the Federal Funds Rate
plus l/2%, such rate to be adjusted on the effective date of any
change in such Federal Funds Rate but in no event to be less than
6% per annum, except that any overdraft resulting from an error
by
the Custodian shall bear no interest. Any such overdraft or
indebtedness shall be reduced by an amount equal to the total of
all amounts due the Fund which have not been collected by the
Custodian on behalf of the Fund when due because of the failure
of
the Custodian to make timely demand or presentment for payment.
In addition, the Fund hereby agrees that the Custodian shall have
a continuing lien and security interest in and to any property at
any time held by it for the benefit of the Fund or in which the
Fund may have an interest which is then in the Custodian's
possession or control or in possession or control of any third
party acting in the Custodian's behalf. The Fund authorizes the
Custodian, in its sole discretion, at any time to charge any such
overdraft or indebtedness together with interest due thereon
against any balance of account standing to the Fund's credit on
the Custodian's books. For purposes of this Section 1 of
Article XIII, "overdraft" shall mean a negative Available
Balance.
2. The Fund will cause to be delivered to the
Custodian
by any bank (including, if the borrowing is pursuant to a
separate
agreement, the Custodian) from which it borrows money for
investment or for temporary or emergency purposes using
Securities
as collateral for such borrowings, a notice or undertaking in the
form currently employed by any such bank setting forth the amount
which such bank will loan to the Fund against delivery of a
stated
amount of collateral. The Fund shall promptly deliver to the
Custodian a Certificate specifying with respect to each such
borrowing: (a) the name of the bank; (b) the amount and terms of
the borrowing, which may be set forth by incorporating by
reference an attached promissory note, duly endorsed by the Fund,
or other loan agreement; (c) the time and date, if known, on
which
the loan is to be entered into; (d) the date on which the loan
becomes due and payable; (e) the total amount payable to the Fund
on the borrowing date; (f) the market value of Securities to be
delivered as collateral for such loan, including the name of the
issuer, the title and the number of shares or the principal
amount
of any particular Securities; and (g) a statement specifying
whether such loan is for investment purposes or for temporary or
emergency purposes and that such loan is in conformance with the
Investment Company Act of 1940 and the Fund's prospectus. The
Custodian shall deliver on the borrowing date specified in a
Certificate the specified collateral and the executed promissory
note, if any, against delivery by the lending bank of the total
amount of the loan payable, provided that the same conforms to
the
total amount payable as set forth in the Certificate. The
Custodian may, at the option of the lending bank, keep such
collateral in its possession, but such collateral shall be
subject
to all rights therein given the lending bank by virtue of any
promissory note or loan agreement. The Custodian shall deliver
such Securities as additional collateral as may be specified in a
Certificate to collateralize further any transaction described in
this paragraph. The Fund shall cause all Securities released
from
collateral status to be returned directly to the Custodian, and
the Custodian shall receive from time to time such return of
collateral as may be tendered to it. In the event that the Fund
fails to specify in a Certificate the name of the issuer, the
title and number of shares or the principal amount of any
particular Securities to be delivered as collateral by the
Custodian, the Custodian shall not be under any obligation to
deliver any Securities.
ARTICLE XIV
LOAN OF PORTFOLIO SECURITIES OF THE FUND
1. If the Fund is permitted by the terms of its
Articles of Incorporation and as disclosed in its most recent and
currently effective prospectus to lend its portfolio Securities,
within 24 hours after each loan of portfolio Securities the Fund
shall deliver or cause to be delivered to the Custodian a
Certificate specifying with respect to each such loan: (a) the
name of the issuer and the title of the Securities; (b) the
number
of shares or the principal amount loaned; (c) the date of loan
and
delivery; (d) the total amount to be delivered to the Custodian
against the loan of the Securities, including the amount of cash
collateral and the premium, if any, separately identified; and
(e)
the name of the broker, dealer or financial institution to which
the loan was made. The Custodian shall deliver the Securities
thus designated to the broker, dealer or financial institution to
which the loan was made upon receipt of the total amount
designated as to be delivered against the loan of Securities.
The
Custodian may accept payment in connection with a delivery
otherwise than through the Book-Entry System or Depository only
in
the form of a certified or bank cashier's check payable to the
order of the Fund or the Custodian drawn on New York Clearing
House funds and may deliver Securities in accordance with the
customs prevailing among dealers in securities.
2. Promptly after each termination of the loan of
Securities by the Fund, the Fund shall deliver or cause to be
delivered to the Custodian a Certificate specifying with respect
to each such loan termination and return of Securities: (a) the
name of the issuer and the title of the Securities to be
returned;
(b) the number of shares or the principal amount to be returned;
(c) the date of termination; (d) the total amount to be delivered
by the Custodian (including the cash collateral for such
Securities minus any offsetting credits as described in said
Certificate); and (e) the name of the broker, dealer or financial
institution from which the Securities will be returned. The
Custodian shall receive all Securities returned from the broker,
dealer, or financial institution to which such Securities were
loaned and upon receipt thereof shall pay, out of the moneys held
for the account of the Fund, the total amount payable upon such
return of Securities as set forth in the Certificate.
ARTICLE XV
CONCERNING THE CUSTODIAN
1. Except as hereinafter provided, neither the
Custodian nor its nominee shall be liable for any loss or damage,
including counsel fees, resulting from its action or omission to
act or otherwise, either hereunder or under any Margin Account
Agreement, except for any such loss or damage arising out of its
own negligence or willful misconduct. The Custodian may, with
respect to questions of law arising hereunder or under any Margin
Account Agreement, apply for and obtain the advice and opinion of
counsel to the Fund or of its own counsel, at the expense of the
Fund, and shall be fully protected with respect to anything done
or omitted by it in good faith in conformity with such advice or
opinion. The Custodian shall be liable to the Fund for any loss
or damage resulting from the use of the Book-Entry System or any
Depository arising by reason of any negligence, misfeasance or
willful misconduct on the part of the Custodian or any of its
employees or agents.
Without limiting the generality of the foregoing,
the Custodian shall be under no obligation to inquire into, and
shall not be liable for:
(a) The validity of the issue of any Securities
purchased, sold or written by or for the Fund, the legality of
the
purchase, sale or writing thereof, or the propriety of the amount
paid or received therefor;
(b) The legality of the issue or sale of any of the
Fund's Shares, or the sufficiency of the amount to be received
therefor;
(c) The legality of the redemption of any of the
Fund's
Shares, or the propriety of the amount to be paid therefor;
(d) The legality of the declaration or payment of any
dividend by the Fund;
(e) The legality of any borrowing by the Fund using
Securities as collateral;
(f) The legality of any loan of portfolio Securities
pursuant to Article XIV of this Agreement, nor shall the
Custodian
be under any duty or obligation to see to it that any cash
collateral delivered to it by a broker, dealer or financial
institution or held by it at any time as a result of such loan of
portfolio Securities of the Fund is adequate collateral for the
Fund against any loss it might sustain as a result of such loan.
The Custodian specifically, but not by way of limitation, shall
not be under any duty or obligation periodically to check or
notify the Fund that the amount of such cash collateral held by
it
for the Fund is sufficient collateral for the Fund, but such duty
or obligation shall be the sole responsibility of the Fund. In
addition, the Custodian shall be under no duty or obligation to
see that any broker, dealer or financial institution to which
portfolio Securities of the Fund are lent pursuant to Article XIV
of this Agreement makes payment to it of any dividends or
interest
which are payable to or for the account of the Fund during the
period of such loan or at the termination of such loan, provided,
however, that the Custodian shall promptly notify the Fund in the
event that such dividends or interest are not paid and received
when due; or
(g) The sufficiency or value of any amounts of money
and/or Securities held in any Margin Account, Segregated Security
Account or Collateral Account in connection with transactions by
the Fund. In addition, the Custodian shall be under no duty or
obligation to see that any broker, dealer, futures commission
merchant or Clearing Member makes payment to the Fund of any
variation margin payment or similar payment which the Fund may be
entitled to receive from such broker, dealer, futures commission
merchant or Clearing Member, to see that any payment received by
the Custodian from any broker, dealer, futures commission
merchant
or Clearing Member is the amount the Fund is entitled to receive,
or to notify the Fund of the Custodian's receipt or non-receipt
of
any such payment; provided however that the Custodian, upon the
Fund's written request, shall, as Custodian, demand from any
broker, dealer, futures commission merchant or Clearing Member
identified by the Fund the payment of any variation margin
payment
or similar payment that the Fund asserts it is entitled to
receive
pursuant to the terms of a Margin Account Agreement or otherwise
from such broker, dealer, futures commission merchant or Clearing
Member.
3. The Custodian shall not be liable for, or
considered
to be the Custodian of, any money, whether or not represented by
any check, draft or other instrument for the payment of money,
received by it on behalf of the Fund until the Custodian actually
receives and collects such money directly or by the final
crediting of the account representing the Fund's interest at the
Book-Entry System or the Depository.
4. The Custodian shall have no responsibility and
shall
not be liable for ascertaining or acting upon any calls,
conversions, exchange, offers, tenders, interest rate changes or
similar matters relating to Securities held in the Depository,
unless the Custodian shall have actually received timely notice
from the Depository. In no event shall the Custodian have any
responsibility or liability for the failure of the Depository to
collect, or for the late collection or late crediting by the
Depository of any amount payable upon Securities deposited in the
Depository which may mature or be redeemed, retired, called or
otherwise become payable. However, upon receipt of a Certificate
from the Fund of an overdue amount on Securities held in the
Depository, the Custodian shall make a claim against the
Depository on behalf of the Fund, except that the Custodian shall
not be under any obligation to appear in, prosecute or defend any
action, suit or proceeding in respect to any Securities held by
the Depository which in its opinion may involve it in expense or
liability, unless indemnity satisfactory to it against all
expense
and liability be furnished as often as may be required.
5. The Custodian shall not be under any duty or
obligation to take action to effect collection of any amount due
to the Fund from the Transfer Agent of the Fund nor to take any
action to effect payment or distribution by the Transfer Agent of
the Fund of any amount paid by the Custodian to the Transfer
Agent
of the Fund in accordance with this Agreement.
6. The Custodian shall not be under any duty or
obligation to take action to effect collection of any amount, if
the Securities upon which such amount is payable are in default,
or if payment is refused after due demand or presentation, unless
and until (i) it shall be directed to take such action by a
Certificate and (ii) it shall be assured to its satisfaction of
reimbursement of its costs and expenses in connection with any
such action.
7. The Custodian may appoint one or more banking
institutions as Depository or Depositories or as Sub-Custodian or
Sub-Custodians, including, but not limited to, banking
institutions located in foreign countries, of Securities and
moneys at any time owned by the Fund, upon terms and conditions
approved in a Certificate, which shall, if requested by the
Custodian, be accompanied by an approving resolution of the
Fund's
Board of Directors adopted in accordance with Rule 17f-5 under
the
Investment Company Act of 1940, as amended. Notwithstanding
anything to the contrary contained in this Agreement, the
Custodian shall hold harmless and indemnify the Fund from and
against any losses, actions, claims, demands, expenses and
proceedings, including counsel fees, that occur as a result of
any
act or omission of any Foreign Sub-Custodian or Depository with
respect to the safekeeping of moneys and securities of the Fund.
8. The Custodian shall not be under any duty or
obligation to ascertain whether any Securities at any time
delivered to or held by it for the account of the Fund are such
as
properly may be held by the Fund under the provisions of its
Articles of Incorporation.
9. (a) The Custodian shall be entitled to receive and
the Fund agrees to pay to the Custodian all reasonable out-of-
pocket expenses and such compensation and fees as are specified
on
Schedule A hereto. The Custodian shall not deem amounts payable
in respect of foreign custodial services to be out-of-pocket
expenses, it being the parties' intention that all fees for such
services shall be as set forth on Schedule B hereto and shall be
provided for the term of this Agreement without any automatic or
unilateral increase. The Custodian shall have the right to
unilaterally increase the figures on Schedule A on or after
March 1, 1994 and on or after each succeeding March 1 thereafter
by an amount equal to 50% of the increase in the Consumer Price
Index for the calendar year ending on the December 31 immediately
preceding the calendar year in which such March 1 occurs,
provided, however, that during each such annual period commencing
on a March 1, the aggregate increase during such period shall not
be in excess of 10%. Any increase by the Custodian shall be
specified in a written notice delivered to the Fund at least
thirty days prior to the effective date of the increase. The
Custodian may charge such compensation and any expenses incurred
by the Custodian in the performance of its duties pursuant to
such
agreement against any money held by it for the account of the
Fund. The Custodian shall also be entitled to charge against any
money held by it for the account of the Fund the amount of any
loss, damage, liability or expense, including counsel fees, for
which it shall be entitled to reimbursement under the provisions
of this Agreement. The expenses which the Custodian may charge
against the account of the Fund include, but are not limited to,
the expenses of Sub-Custodians and foreign branches of the
Custodian incurred in settling outside of New York City
transactions involving the purchase and sale of Securities of the
Fund.
(b) The Fund shall receive a credit for each
calendar month against such compensation and fees of the
Custodian
as may be payable by the Fund with respect to such calendar month
in an amount equal to the aggregate of its Earnings Credit for
such calendar month. In no event may any Earnings Credits be
carried forward to any fiscal year other than the fiscal year in
which it was earned, or, unless permitted by applicable law,
transferred to, or utilized by, any other person or entity,
provided that any such transferred Earnings Credit can be used
only to offset compensation and fees of the Custodian for
services
rendered to such transferee and cannot be used to pay the
Custodian's out-of-pocket expenses. For purposes of this sub-
section (b), the Fund is permitted to transfer Earnings Credits
only to The Dreyfus Corporation, its affiliates and/or any
investment company now or in the future sponsored by The Dreyfus
Corporation or any of its affiliates or for which The Dreyfus
Corporation or any of its affiliates acts as the sole investment
adviser or as the principal distributor. For purposes of this
sub-section (b), a fiscal year shall mean the twelve-month period
commencing on the effective date of this Agreement and on each
anniversary thereof.
10. The Custodian shall be entitled to rely upon any
Certificate, notice or other instrument in writing received by
the
Custodian and reasonably believed by the Custodian to be a
Certificate. The Custodian shall be entitled to rely upon any
Oral Instructions and any Written Instructions actually received
by the Custodian pursuant to Article IV or XI hereof. The Fund
agrees to forward to the Custodian a Certificate or facsimile
thereof, confirming such Oral Instructions or Written
Instructions
in such manner so that such Certificate or facsimile thereof is
received by the Custodian, whether by hand delivery, telex or
otherwise, by the close of business of the same day that such
Oral
Instructions or Written Instructions are given to the Custodian.
The Fund agrees that the fact that such confirming instructions
are not received by the Custodian shall in no way affect the
validity of the transactions or enforceability of the
transactions
hereby authorized by the Fund. The Fund agrees that the
Custodian
shall incur no liability to the Fund in acting upon Oral
Instructions given to the Custodian hereunder concerning such
transactions, provided such instructions reasonably appear to
have
been received from an Authorized Person.
11. The Custodian shall be entitled to rely upon any
instrument, instruction or notice received by the Custodian and
reasonably believed by the Custodian to be given in accordance
with the terms and conditions of any Margin Account Agreement.
Without limiting the generality of the foregoing, the Custodian
shall be under no duty to inquire into, and shall not be liable
for, the accuracy of any statements or representations contained
in any such instrument or other notice including, without
limitation, any specification of any amount to be paid to a
broker, dealer, futures commission merchant or Clearing Member.
12. The books and records pertaining to the Fund which
are in the possession of the Custodian shall be the property of
the Fund. Such books and records shall be prepared and
maintained
as required by the Investment Company Act of 1940, as amended,
and
other applicable securities laws and rules and regulations. The
Fund, or the Fund's authorized representatives, shall have access
to such books and records during the Custodian's normal business
hours. Upon the reasonable request of the Fund, copies of any
such books and records shall be provided by the Custodian to the
Fund or the Fund's authorized representative at the Fund's
expense.
13. The Custodian shall provide the Fund with any
report obtained by the Custodian on the system of internal
accounting control of the Book-Entry System or the Depository, or
O.C.C., and with such reports on its own systems of internal
accounting control as the Fund may reasonably request from time
to
time.
14. The Fund agrees to indemnify the Custodian against
and save the Custodian harmless from all liability, claims,
losses
and demands whatsoever, including attorney's fees, howsoever
arising or incurred because of or in connection with the
Custodian's payment or non-payment of checks pursuant to
paragraph
6 of Article XII as part of any check redemption privilege
program
of the Fund, except for any such liability, claim, loss and
demand
arising out of the Custodian's own negligence or willful
misconduct.
15. Subject to the foregoing provisions of this
Agreement, the Custodian may deliver and receive Securities and
receipts with respect to such Securities and arrange for payments
to be made and received by the Custodian in accordance with the
customs prevailing from time to time among brokers or dealers in
such Securities.
16. The Custodian shall have no duties or responsi-
bilities whatsoever except such duties and responsibilities as
are
specifically set forth in this Agreement, and no covenant or
obligation shall be implied in this Agreement against the
Custodian.
ARTICLE XVI
TERMINATION
1. (a) Any termination of this Agreement may be
effected only by the terminating party giving to the other party
a
notice in writing specifying the date of such termination, which
shall be not less than two hundred seventy (270) days after the
date of giving of such notice.
(b) The Fund may at any time terminate this
Agreement if the Custodian has materially breached its
obligations
under this Agreement and such breach has remained uncured for a
period of thirty days after the Custodian's receipt from the Fund
of written notice specifying such breach.
(c) Either party, immediately upon written notice
to the other party, may terminate this Agreement upon the Merger
or Bankruptcy of the other party.
(d) The Fund may at any time terminate this
Agreement if the Custodian has materially breached its
obligations
under the "Amendment to Transfer Agency Agreements" dated August
18, 1989 and has not cured such breach as promptly as practicable
and in any event within seven days of its receipt of written
notice of such breach, provided that the Custodian shall not be
permitted to cure any such material breach arising from the
willful misconduct of the Custodian.
In the event notice of termination is given by the
Fund,
it shall be accompanied by a copy of a resolution of the
Directors
of the Fund, certified by the Secretary or any Assistant
Secretary, electing to terminate this Agreement and designating a
successor custodian or custodians, each of which shall be a bank
or trust company having not less than $2,000,000 aggregate
capital, surplus and undivided profits. In the event notice of
termination is given by the Custodian, the Fund shall, on or
before the termination date, deliver to the Custodian a copy of a
resolution of its Directors, certified by the Secretary or any
Assistant Secretary, designating a successor custodian or
custodians. In the absence of such designation by the Fund, the
Custodian may designate a successor custodian which shall be a
bank or trust company having not less than $2,000,000 aggregate
capital, surplus and undivided profits. Upon the date set forth
in such notice, this Agreement shall terminate and the Custodian
shall, upon receipt of a notice of acceptance by the successor
custodian, on that date deliver directly to the successor
custodian all Securities and moneys then owned by the Fund and
held by it as Custodian, after deducting all fees, expenses and
other amounts for the payment or reimbursement of which it shall
then be entitled.
2. If a successor custodian is not designated by the
Fund or the Custodian in accordance with the preceding paragraph,
the Fund shall, upon the date specified in the notice of
termination of this Agreement and upon the delivery by the
Custodian of all Securities (other than Securities held in the
Book-Entry System which cannot be delivered to the Fund) and
moneys then owned by the Fund, be deemed to be its own custodian,
and the Custodian shall thereby be relieved of all duties and
responsibilities pursuant to this Agreement, other than the duty
with respect to Securities held in the Book-Entry System, in any
Depository or by a Clearing Member which cannot be delivered to
the Fund, to hold such Securities hereunder in accordance with
this Agreement.
ARTICLE XVII
MISCELLANEOUS
1. Annexed hereto as Appendix A is a Certificate
setting forth the names of the present Authorized Persons. The
Fund agrees to furnish to the Custodian a new Certificate in
similar form in the event that any such present Authorized Person
ceases to be an Authorized Person or in the event that other or
additional Authorized Persons are elected or appointed. Until
such new Certificate shall be received, the Custodian shall be
fully protected in acting under the provisions of this Agreement
upon Oral Instructions or signatures of the present Authorized
Persons as set forth in the last delivered Certificate.
2. Annexed hereto as Appendix B is a Certificate
signed
by two of the present Officers of the Fund setting forth the
names
of the present Officers of the Fund. The Fund agrees to furnish
to the Custodian a new Certificate in similar form in the event
any such present Officer ceases to be an Officer of the Fund, or
in the event that other or additional Officers are elected or
appointed. Until such new Certificate shall be received, the
Custodian shall be fully protected in acting under the provisions
of this Agreement upon the signatures of the Officers as set
forth
in the last delivered Certificate.
3. Any notice or other instrument in writing,
authorized or required by this Agreement to be given to the
Custodian, shall be sufficiently given if addressed to the
Custodian and mailed or delivered to it at its offices at 110
Washington Street, 13th Floor, New York, New York 10286, or at
such other place as the Custodian may from time to time designate
in writing.
4. Any notice or other instrument in writing,
authorized or required by this Agreement to be given to the Fund,
shall be sufficiently given if addressed to the Fund and mailed
or
delivered to it at its offices at 144 Glenn Curtiss Boulevard,
Uniondale, New York 11556-0144, or at such other place as the
Fund
may from time to time designate in writing.
5. This Agreement may not be amended or modified in
any
manner except by a written agreement executed by both parties
with
the same formality as this Agreement and approved by a resolution
of the Board of Directors of the Fund.
6. This Agreement shall extend to and shall be binding
upon the parties hereto, and their respective successors and
assigns; provided, however, that this Agreement shall not be
assignable by the Fund without the written consent of the
Custodian, or by the Custodian without the written consent of the
Fund, authorized or approved by a resolution of its Board of
Directors.
7. This Agreement shall be construed in accordance
with
the laws of the State of New York.
8. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original,
but
such counterparts shall, together, constitute only one
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective Officers, thereunto
duly authorized, as of the day and year first above written.
DREYFUS INTERNATIONAL RECOVERY
FUND, INC.
By:
Attest:
THE BANK OF NEW YORK
By:
Attest:
<PAGE>
Appendix A
DREYFUS INTERNATIONAL RECOVERY FUND, INC.
AUTHORIZED SIGNATORIES:
CASH ACCOUNT AND/OR CUSTODIAN ACCOUNT
FOR PORTFOLIO SECURITIES TRANSACTIONS
Group I Group II
All current Fund officers, Paul Casti, Jr. Alan Eisner
Michael Condon, Frank Jeffrey N. Nachman Lawrence Greene
Greene, Phyllis Meiner, John Pyburn Julian Smerling
Steven Powanda and Joseph DiMartino Thomas Durante
Richard Cassaro Robert Dubuss James Windels
Joseph Connolly Paul Molloy
Gregory Gruber
Cash Account
1. Fees payable to The Bank of New York pursuant to written
agreement with the Fund for services rendered in its
capacity
as Custodian or agent of the Fund, or to The Shareholder
Services Group, Inc. in its capacity as Transfer Agent or
agent of the Fund:
Two (2) signatures required, one of which must be from
Group II, except that an officer of the Fund who also
is
listed in Group II shall sign only once.
2. Other expenses of the Fund, $5,000 and under:
Any combination of two (2) signatures from either Group
I or Group II, or both such Groups, except that an
officer of the Fund who also is listed in Group II
shall sign only once.
3. Other expenses of the Fund, over $5,000 but not over
$25,000:
Two (2) signatures required, one of which must be from
Group II, except that an officer of the Fund who also
is listed in Group II shall sign only once.
4. Other expenses of the Fund, over $25,000:
Two (2) signatures required, one from Group I or Group
II, including any one of the following: Paul Casti,
Jr., James Windels, Jeffrey N. Nachman, John Pyburn or
Alan Eisner, except that no individual shall be
authorized to sign more than once.
Custodian Account for Portfolio Securities Transactions
Two (2) signatures required from any of the following:
All current Fund officers, and Joseph DiMartino,
Robert Dubuss, Alan Eisner, Lawrence Greene,
Julian
Smerling, Michael Condon, A. Paul Disdier,
Gregory S. Gruber, Linda Lionetti, Steven Powanda,
Richard Weiner and Colleen Brennan.
<PAGE>
DREYFUS INTERNATIONAL RECOVERY FUND, INC.
CUSTODY AGREEMENT
APPENDIX B
The undersigned Officers of the Fund do hereby certify
that the following individuals, whose specimen signatures are on
file with The Bank of New York, have been duly elected or
appointed by the Fund's Board to the position set forth opposite
their names and have qualified therefor:
Name Position
Joseph S. DiMartino President and Investment
Officer
Paul D.A. Nix Executive Vice President and
Investment Officer
Mark N. Jacobs Vice President
Jeffrey N. Nachman Vice President and Treasurer
Thomas J. Durante Controller
Daniel C. Maclean Secretary
Steven F. Newman Assistant Secretary
Christine Pavalos Assistant Secretary
David L. Morgan Investment Officer
William Vincent Investment Officer
Title: Title:
<PAGE>
CUSTODY AGREEMENT
APPENDIX C
The following are designated publications for purposes
of paragraph 5(b) of Article III:
The Bond Buyer
Depository Trust Company Notices
Financial Daily Card Service
New York Times
Standard & Poor's Called Bond Record
Wall Street Journal
<PAGE>
Schedule A
The fees payable to the Custodian with respect to
securities held in domestic custody are annexed hereto.
DREYFUS INTERNATIONAL RECOVERY FUND, INC.
Domestic Custody Fees
Basic Fee: 1/100 of 1% per annum of the first $500,000,000
and
1/200 of 1% of the excess over $500,000,000 per
annum of the total market value of domestic
securities held.
Custodial Transactions:
$8.00 per transaction for each receipt and
delivery
of book entry securities through DTC/FRB.
$20.00 per transaction for physical settlements,
municipal sub-custodian settlements, writing
options (preparation of depository or escrow
receipts) and initial futures transactions.
$5.00 for futures variation margin maintenance.
<PAGE>
Schedule B
The fees payable to the Custodian with respect to
securities held in foreign custody are as set forth in a letter
dated September 21, 1993 from Jerome P. Isoldi of The Bank of New
York to Jeffrey Nachman of The Dreyfus Corporation.
<PAGE>
THE BANK OF NEW YORK
110 Washington Street
New York, New York 10286
September 21, 1993
Mr. Jeffrey N. Nachman
Vice President - Financial
The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Re: Global Custody Fees
Dear Jeff:
This letter is an update of my May 14, 1993 global
custody fee schedule letter addressed to you for the Dreyfus
Family of Funds.
Safekeeping charges and transaction fees will be
applied
per country, as indicated in the attached schedule.
Warmest regards.
Sincerely,
Jerome P. Isoldi
Senior Vice President
JPI/nd
Enclosure
bcc: S. Newman
<PAGE>
GLOBAL CUSTODY FEE PROPOSAL
THE DREYFUS FAMILY OF FUNDS
AUSTRALIA MEXICO (BONDS)
CANADA NETHERLANDS
FRANCE NEW ZEALAND
GERMANY SWEDEN
IRELAND SWITZERLAND
JAPAN
SAFEKEEPING FEE
12 b.p. PER ANNUM ON FIRST 250MM MARKET VALUE OF ASSETS
10 b.p. PER ANNUM ON NEXT 500MM
8 b.p. PER ANNUM ON EXCESS
TRANSACTION FEE
$50 FOR EACH TRANSACTION
CEDEL
SAFEKEEPING FEE
5 b.p. PER ANNUM ON MARKET VALUE OF ASSETS HELD
TRANSACTION FEE
$25 FOR EACH TRANSACTION
<PAGE>
GLOBAL CUSTODY FEE PROPOSAL
THE DREYFUS FAMILY OF FUNDS
SAFEKEEPING TRANSACTIONS
ARGENTINA 30 b.p. $ 75
AUSTRIA 8 b.p. 60
BELGIUM 8 b.p. 75
BRAZIL * 45 b.p. 75
CHILE 35 b.p. 90
COLUMBIA 45 b.p. 125
DENMARK 15 b.p. 75
FINLAND 10 b.p. 75
HONG KONG 15 b.p. 100
INDIA 45 b.p. 125
INDONESIA 15 b.p. 75
ITALY 18 b.p. 75
KOREA 12.5 b.p. 25
MALAYSIA 15 b.p. 100
MEXICO (EQUITIES) 25 b.p. 60
NORWAY 25 b.p. 125
PAKISTAN 40 b.p. 150
PHILIPPINES 12.5 b.p. 150
PORTUGAL 25 b.p. 220
SINGAPORE 15 b.p. 150
SOUTH AFRICA 12.5 b.p. 150
SPAIN 8 b.p. 50
SRI LANKA 20 b.p. 60
TAIWAN 15 b.p. 150
THAILAND 18 b.p. 95
TURKEY 25 b.p. 60
UNITED KINGDOM 8 b.p. 50
URUGUAY ** 55 b.p. 75
VENEZUELA 45 b.p. 75
* Includes Local Administrator
** $4,000 Per Year, Per Account.
OUT-OF-POCKET EXPENSES
TELEX, TELEPHONE, SECURITIES REGISTRATION, ETC., ARE IN ADDITION
TO THE ABOVE.
<PAGE>
EXHIBIT (9)
DREYFUS INTERNATIONAL RECOVERY FUND, INC.
SHAREHOLDER SERVICES PLAN
Introduction:
It has been proposed that the above-captioned investment company
(the "Fund") adopt a Shareholder Services Plan under which the
Fund would pay the Fund's distributor (the "Distributor") for
providing services to (a) shareholders of each series of the Fund
or class of Fund shares set forth on Exhibit A hereto, as such
Exhibit may be revised from time to time, or (b) if no series or
classes are set forth on such Exhibit, shareholders of the Fund.
The Distributor would be permitted to pay certain financial
institutions, securities dealers and other industry professionals
(collectively, "Service Agents") in respect of these services.
The Plan is not to be adopted pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended (the "Act"), and the
fee under the Plan is intended to be a "service fee" as defined
in
Article III, Section 26, of the NASD Rules of Fair Practice.
The Fund's
Board, in considering whether the Fund should implement a written
plan, has requested and evaluated such information as it deemed
necessary to an informed determination as to whether a written
plan should be implemented and has considered such pertinent
factors as it deemed necessary to form the basis for a decision
to use Fund assets for such purposes.
In voting to
approve the implementation of such a plan, the Board has
concluded, in the exercise of its reasonable business judgment
and
in light of applicable fiduciary duties, that there is a
reasonable likelihood that the plan set forth below will benefit
the Fund and its shareholders.
The Plan:
The material aspects of this Plan are as follows:
5.The Fund
shall pay to the Distributor a fee at the annual rate set forth
on
Exhibit A in respect of the provision of personal services to
shareholders and/or the maintenance of shareholder accounts. The
Distributor shall determine the amounts to be paid to Service
Agents and the basis on which such payments will be made.
Payments to a Service Agent are subject to compliance by the
Service Agent with the terms of any related Plan agreement
between
the Service Agent and the Distributor.
6.For the
purpose of determining the fees payable under this Plan, the
value
of the net assets of the Fund or the net assets attributable to
each series or class of Fund shares identified on Exhibit A, as
applicable, shall be computed in the manner specified in the
Fund's charter documents for the computation of net asset value.
7.The Board
shall be provided, at least quarterly, with a written report of
all amounts expended pursuant to this Plan. The report shall
state the purpose for which the amounts were expended.
8.This Plan
will become effective immediately upon approval by a majority of
the Board members, including a majority of the Board members who
are not "interested persons" (as defined in the Act) of the Fund
and have no direct or indirect financial interest in the
operation
of this Plan or in any agreements entered into in connection with
this Plan, pursuant to a vote cast in person at a meeting called
for the purpose of voting on the approval of this Plan.
9.This Plan
shall continue for a period of one year from its effective date,
unless earlier terminated in accordance with its terms, and
thereafter shall continue automatically for successive annual
periods, provided such continuance is approved at least annually
in the manner provided in paragraph 4 hereof.
10.This Plan
may be amended at any time by the Board, provided that any
material amendments of the terms of this Plan shall become
effective only upon approval as provided in paragraph 4 hereof.
11.This Plan
is terminable without penalty at any time by vote of a majority
of
the Board members who are not "interested persons" (as defined in
the Act) of the Fund and have no direct or indirect financial
interest in the operation of this Plan or in any agreements
entered into in connection with this Plan.
Dated: June 13, 1994
<PAGE>
EXHIBIT A
Fee
.25 of 1% of
average daily
net assets
<PAGE>
EXHIBIT (10)
[LETTERHEAD OF STROOCK & STROOCK & LAVAN]
June 20, 1994
Dreyfus International Recovery Fund, Inc.
144 Glenn Curtiss Boulevard
Uniondale, New York 11556-0144
Gentlemen:
We have acted as counsel to Dreyfus International Recovery Fund,
Inc. (the "Fund") in connection with the preparation of a
Registration Statement on Form N-1A, Registration No. 33-52929
(the "Registration Statement"), covering shares of common stock
(the "Common Stock") of the Fund.
We have examined copies of the Articles of Incorporation and By-
Laws of the Fund, the Registration Statement and such other
documents, records, papers, statutes and authorities as we deemed
necessary to form a basis for the opinion hereinafter expressed.
In our examination of such material, we have assumed the
genuineness of all signatures and the conformity to original
documents of all copies submitted to us. As to various questions
of fact material to such opinion, we have relied upon statements
and certificates of officers and representatives of the Fund and
others.
Attorneys involved in the preparation of this opinion are
admitted only to the bar of the State of New York. As to various
questions arising under the laws of the State of Maryland, we
have relied on the opinion of Messrs. Venable, Baetjer and
Howard, a copy of which is attached hereto. Qualifications set
forth in their opinion are deemed incorporated herein.
Based upon the foregoing, we are of the opinion that (a) the
8,000 presently issued and outstanding shares of Common Stock of
the Fund have been validly and legally issued and are fully paid
and nonassessable; and (b) the shares of Common Stock to be
offered for sale pursuant to the Prospectus are, to the extent of
the number of shares authorized to be issued by the Fund in its
Articles of Incorporation, duly authorized and, when sold, issued
and paid for as contemplated by the Prospectus, will have been
validly and legally issued and will be fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the reference to us in the
Prospectus included in the Registration Statement, and to the
filing of this opinion as an exhibit to any application made by
or on behalf of the Fund or any distributor or dealer in
connection with the registration and qualification of the Fund or
its Shares under the securities laws of any state or
jurisdiction. In giving such permission, we do not admit hereby
that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the
rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
STROOCK & STROOCK & LAVAN
<PAGE>
[LETTERHEAD OF VENABLE, BAETJER AND HOWARD]
June 20, 1994
Stroock & Stroock & Lavan
Seven Hanover Square
New York, New York 10004
Re: Dreyfus International Recovery Fund, Inc.
Ladies and Gentlemen:
We have acted as special Maryland counsel for Dreyfus
International Recovery Fund, Inc., a Maryland corporation (the
"Fund"), in connection with the organization of the Fund and the
issuance of shares of its Common Stock, par value $.001 per share
(the "Common Stock").
As Maryland counsel for the Fund, we are familiar with
its Charter and Bylaws. We have examined the prospectus included
in its Registration Statement on Form N-1A, File No. 33-52929
(the "Registration Statement"), substantially in the form in
which it is to become effective (the "Prospectus"). We have
further examined and relied upon a certificate of the Maryland
State Department of Assessments and Taxation to the effect that
the Fund is duly incorporated and existing under the laws of the
State of Maryland and is in good standing and duly authorized to
transact business in the State of Maryland.
We have also examined and relied upon such corporate
records of the Fund and other documents and certificates with
respect to factual matters as we have deemed necessary to render
the opinion expressed herein. We have assumed, without
independent verification, the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and
the conformity with originals of all documents submitted to us as
copies.
Based on such examination, we are of the opinion and so
advise you that:
12. The Fund is duly organized and validly existing as
a corporation in good standing under the laws of
the State of Maryland.
13. The 8,000 presently issued and outstanding shares
of Common Stock of the Fund have been validly and
legally issued and are fully paid and
nonassessable.
14. The shares of Common Stock of the Fund to be
offered for sale pursuant to the Prospectus are,
to the extent of the number of shares authorized
to be issued by the Fund in its Articles of
Incorporation, duly authorized and, when sold,
issued and paid for as contemplated by the
Prospectus, will have been validly and legally
issued and will be fully paid and nonassessable.
This letter expresses our opinion with respect to the
Maryland General Corporation Law governing matters such as due
organization and the authorization and issuance of stock. It
does not extend to the securities or "Blue Sky" laws of Maryland,
to federal securities laws or to other laws.
You may rely upon our foregoing opinion in rendering
your opinion to the Fund that is to be filed as an exhibit to the
Registration Statement. We consent to the filing of this opinion
as an exhibit to the Registration Statement.
Very truly yours,
VENABLE, BAETJER AND HOWARD
<PAGE>
EXHIBIT (11)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Custodian, Transfer and Dividend Disbursing Agent, Counsel and
Independent Auditors" and to the use of our report dated June 17,
1994, in this Registration Statement (Form N-1A No. 33-52929) of
Dreyfus International Recovery Fund, Inc.
ERNST & YOUNG
New York, New York
June 17, 1994
<PAGE>
EXHIBIT (15)
DREYFUS INTERNATIONAL RECOVERY FUND, INC.
DISTRIBUTION PLAN
Introduction: It has been proposed that the above-
captioned investment company (the "Fund") adopt a Distribution
Plan (the "Plan") in accordance with Rule 12b-1 promulgated under
the Investment Company Act of 1940, as amended (the "Act").
Under the Plan, the Fund would pay the Fund's distributor,
Dreyfus Service Corporation (the "Distributor"), for advertising,
marketing and distributing the Fund's shares. The Distributor
would be permitted to pay certain financial institutions,
securities dealers and other industry professionals
(collectively, "Service Agents") in respect of these services.
If the proposal is to be implemented, the Act and Rule 12b-1
require that a written plan describing all material aspects of
the proposed financing be adopted by the Fund.
The Fund's Board, in considering whether the Fund
should implement a written plan, has requested and evaluated such
information as it deemed necessary to an informed determination
as to whether a written plan should be implemented and has
considered such pertinent factors as it deemed necessary to form
the basis for a decision to use Fund assets for such purposes.
In voting to approve the implementation of such a plan,
the Board has concluded, in the exercise of its reasonable
business judgment and in light of applicable fiduciary duties,
that there is a reasonable likelihood that the plan set forth
below will benefit the Fund and its shareholders.
The Plan: The material aspects of this Plan are as
follows:
15. (a) The Fund shall pay to the Distributor a fee
at an annual rate of .50 of 1% of the value of the Fund's average
daily net assets for advertising, marketing and distributing the
Fund's shares. The Distributor may pay one or more Service
Agents a fee in respect of these services. The Distributor shall
determine the amounts to be paid to Service Agents and the basis
on which such payments will be made. Payments to a Service Agent
are subject to compliance by the Service Agent with the terms of
any related Plan agreement between the Service Agent and the
Distributor.
(b) The Fund shall pay all costs of preparing and
printing prospectuses and statements of additional information
for regulatory purposes and for distribution to existing
shareholders. The Fund also shall pay an amount of the costs and
expenses in connection with (a) preparing, printing and
distributing the Fund's prospectuses used for other purposes and
(b) implementing and operating this Plan not to exceed in any
fiscal year of the Fund the greater of $100,000 or .005 of 1% of
the average daily value of the Fund's net assets for such fiscal
year.
16. For the purposes of determining the fees payable
under this Plan, the value of the Fund's net assets shall be
computed in the manner specified in the Fund's Articles of
Incorporation for the computation of the value of the Fund's net
assets.
17. The Board shall be provided, at least quarterly,
with a written report of all amounts expended pursuant to this
Plan. The report shall state the purpose for which the amounts
were expended.
18. This Plan will become effective immediately upon
approval by (a) holders of a majority of the Fund's outstanding
shares, and (b) a majority of the Board members, including a
majority of the Board members who are not "interested persons"
(as defined in the Act) of the Fund and have no direct or
indirect financial interest in the operation of this Plan or in
any agreements entered into in connection with this Plan,
pursuant to a vote cast in person at a meeting called for the
purpose of voting on the approval of this Plan.
19. This Plan shall continue for a period of one year
from its effective date, unless earlier terminated in accordance
with its terms, and thereafter shall continue automatically for
successive annual periods, provided such continuance is approved
at least annually in the manner provided in paragraph 4(b)
hereof.
20. This Plan may be amended at any time by the Board,
provided that (a) any amendment to increase materially the costs
which the Fund may bear pursuant to this Plan shall be effective
only upon approval by a vote of holders of a majority of the
Fund's outstanding shares, and (b) any material amendments of the
terms of this Plan shall become effective only upon approval as
provided in paragraph 4(b) hereof.
21. This Plan is terminable without penalty at any
time by (a) vote of a majority of the Board members who are not
"interested persons" (as defined in the Act) of the Fund and have
no direct or indirect financial interest in the operation of this
Plan or in any agreements entered into in connection with this
Plan, or (b) vote of holders of a majority of the Fund's
outstanding shares.
Dated: June 13, 1994
<PAGE>
OTHER EXHIBIT
DREYFUS INTERNATIONAL RECOVERY FUND, INC.
Certificate of Assistant Secretary
The undersigned, Christine Pavalos, Assistant Secretary
of Dreyfus International Recovery Fund, Inc. (the "Fund"), hereby
certifies that set forth below is a copy of the resolution
adopted by the Fund's Board authorizing the signing of the Fund's
Registration Statement and all amendments and supplements thereto
on behalf of the proper officers of the Fund pursuant to a power
of attorney.
RESOLVED, that the Registration Statement and
any and all amendments and supplements
thereto, may be signed by any one of Mark N.
Jacobs, Steven F. Newman and Michael A.
Rosenberg 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 June 15, 1994.
/s/ Christine Pavalos
Christine Pavalos,
Assistant Secretary
(SEAL)
<PAGE>
OTHER EXHIBIT
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
NOTIFICATION OF ELECTION PURSUANT TO RULE 18f-1
UNDER THE INVESTMENT COMPANY ACT OF 1940
DREYFUS INTERNATIONAL RECOVERY FUND, INC.
Exact Name of Registrant
<PAGE>
NOTIFICATION OF ELECTION
Dreyfus International Recovery Fund, Inc. (the "Fund"), an
open-end investment company registered with the Securities and
Exchange Commission (the "Commission") under the Investment
Company Act of 1940, as amended (the "1940 Act"), hereby notifies
the Commission that it elects to commit itself to pay in cash all
redemptions by a shareholder of record as provided by Rule 18f-1
under the 1940 Act (the "Rule"). The Fund understands that this
election is irrevocable while the Rule is in effect unless the
Commission by order upon application permits the withdrawal of
this Notification of Election.
SIGNATURE
Pursuant to the requirements of Rule 18f-1 under the 1940 Act,
the Fund has caused this Notification of Election to be duly
executed on its behalf in the City of New York and the State of
New York on June 15, 1994.
DREYFUS INTERNATIONAL RECOVERY
FUND, INC.
By:/s/ Mark N. Jacobs
Mark N. Jacobs,
Vice President
Attest:/s/ Christine Pavalos
Christine Pavalos,
Assistant Secretary
