Registration Nos. 33-
811-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. [ ]
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>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
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<S> <C> <C> <C> <C>
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities Being Price Per Offering Registration
Being Registered Registered Unit Price Fee
Shares of Common Stock * * * $500.00
par value $.001
per share
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</TABLE>
* Pursuant to Regulation 270.24f-2 under the Investment
Company Act of 1940, the Registrant hereby elects to
register an indefinite number of shares of its Common Stock.
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The Registrant hereby amends this registration statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
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<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 3
5 Management of the Fund 23
6 Capital Stock and Other Securities 39
7 Purchase of Securities Being Offered 25
8 Redemption or Repurchase 32
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-9
15 Control Persons and Principal Holders
of Securities B-9
16 Investment Advisory and Other Services B-12
17 Brokerage Allocation B-24
18 Capital Stock and Other Securities B-26
19 Purchase, Redemption and Pricing of
Securities Being Offered B-16,
B-17, B-23
20 Tax Status B-24
21 Underwriters *
22 Calculations of Performance Data B-28
23 Financial Statements B-35
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-40
31 Management Services C-40
32 Undertakings C-40
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*Omitted since answer is negative or inapplicable.
<PAGE>
________, 1994
DREYFUS INTERNATIONAL RECOVERY FUND, INC.
Supplement to Prospectus
Dated _________, 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, Dreyfus will be a direct
subsidiary of Mellon, whose principal banking subsidiary is
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
mid-1994, but could occur significantly later.
As a result of regulatory requirements and the terms of
the Merger Agreement, Dreyfus will seek various
approvals from the Fund's board and shareholders before
completion of the merger. Shareholder approval will be
solicited by a proxy statement.
<PAGE>
PROSPECTUS _____, 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 ____ __, 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.
The Fund's shares are not deposits or obligations of,
or guaranteed or endorsed by, any bank, and shares are
not federally insured by the Federal Deposit Insurance
Corporation, the Federal Reserve Board or any other agency. The
Fund's shares involve certain investment risks, including the
possible loss of principal. The Fund's share price and
investment return are not guaranteed and should be expected to
fluctuate.
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 EXPENSE
(as a percentage of average daily net assets)
Management Fees . . . . . . . . . . . . . . . . . . . . .75%
12b-1 Fees . . . . . . . . . . . . . . . . . . . . . . .50%
Other Expenses. . . . . . . . . . . . . . . . . . . . . .__%
Total Fund Operating Expenses . . . . . . . . . . . . . . %
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: $ $
_________________________________________________________________
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."
<PAGE>
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 intends to employ a style of investing it calls
"recovery investing." This style involves identifying the
shares of the 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 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 and smaller 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 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 include in its portfolio securities
of issuers collectively having their principal business
activities in no fewer than three foreign countries. 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 limitations 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 which
are not restricted as to public sale, subject to the limited
exception set forth below under "Certain Portfolio
Securities--Illiquid Securities."
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 does not expect to have
a substantial portion of its assets invested in money
market instruments. However, when the Advisers determine that
adverse market conditions exist, the Fund may adopt a
temporary defensive posture and invest all of its assets in money
market instruments. To the extent the Fund is so
invested, the Fund's investment objective may not be achieved.
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 may involve risk. See "Risk Factors" below.
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.
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. 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. 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. 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--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.
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 above for other commercial paper
issuers.
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. 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.
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.
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.
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.
For the portion of the Fund's assets invested in debt
securities, investors should be aware that even though
interest-bearing securities are investments which promise a
stable stream of income, the prices of such securities are
inversely affected by changes in interest rates and, therefore,
are subject to the risk of market price fluctuations.
The values of fixed-income securities also may be affected by
changes in the credit rating or financial conditions of
the issuing entities. Certain securities purchased by the Fund,
such as those rated Baa by Moody's Investors Service,
Inc. ("Moody's"), BBB by Standard & Poor's Corporation ("S&P"),
Fitch Investors Service, Inc. ("Fitch") or Duff &
Phelps, Inc. ("Duff"), or as low as the lowest rating category
assigned by Moody's, S&P, Fitch or Duff, may be subject
to such risk with respect to the issuing entity and to greater
market fluctuations than certain lower yielding, higher
rated fixed-income securities. Securities rated Ba by Moody's
are judged to have speculative elements; their future
cannot be considered as well assured and often the protection of
interest and principal payments may be very moderate.
Securities rated BB by S&P, Fitch or Duff are regarded as having
predominantly speculative characteristics and, while
such obligations have less near-term vulnerability to default
than other speculative grade debt, they face major ongoing
uncertainties or exposure to adverse business, financial or
economic conditions which could lead to inadequate capacity
to meet timely interest and principal payments. Securities rated
C by Moody's are regarded as having extremely poor
prospects of ever attaining any real investment standing.
Securities rated D by S&P, Fitch and Duff are in default and
the payment of interest and/or repayment of principal is in
arrears. Such securities, though high yielding, are
characterized by great risk. Although these ratings may be an
initial criterion for selection of portfolio investments,
the Advisers also will evaluate these securities and the ability
of the issuers of such securities to pay interest and
principal. The Fund's ability to achieve its investment
objectives may be more dependent on the Advisers' credit
analysis than might be the case for a fund that invested in
higher rated securities. See Investment Objective and
Management Policies--"Risk Factors -- Lower Rated Securities" in
the Statement of Additional Information.
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 _____, 1994, Dreyfus managed or
administered approximately $__ billion in assets for
more than $___ 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 ______, 1994, M&G managed approximately $____
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 __________.
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 #__________/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 Corporation. Death or legal
incapacity will terminate your participation in this
Privilege. You may elect at any time to terminate your
participation by notifying in writing the appropriate Federal
agency. Further, the Fund may terminate your participation upon
30 days' notice to you.
Dreyfus Dividend Sweep 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 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 chage 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 these Privileges.
Dreyfus Payroll Savings Plan
Dreyfus Payroll Savings Plan permits you to purchase
Fund shares (minimum of $100 per transaction) automatic-
ally 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 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 subsequently submit a written redemption
request to the Transfer Agent, the redemption proceeds will
be transmitted to you promptly upon bank clearance of your
purchase check, Dreyfus TeleTransfer purchase or Dreyfus-
Automatic Asset Builder order, which may take up to eight
business days or more. In addition, the Fund will reject
requests to redeem shares by wire or telephone or pursuant to the
Dreyfus TeleTransfer Privilege for a period of eight
business days after receipt by the Transfer Agent of the purchase
check, the Dreyfus TeleTransfer purchase or the
Dreyfus-Automatic Asset Builder order against which such
redemption is requested. These procedures will not apply if
your shares were purchased by wire payment, or if you otherwise
have a sufficient collected balance in your account to
cover the redemption request. Prior to the time any redemption
is effective, dividends on such shares will accrue and
be payable, and you will be entitled to exercise all other rights
of beneficial ownership. Fund shares will not be
redeemed until the Transfer Agent has received your Account
Application.
The Fund reserves the right to redeem your account at
its option upon not less than 45 days' written notice if
your account's net asset value is $500 or less and remains so
during the notice period.
Procedures
You may redeem shares by using the regular redemption
procedure through the Transfer Agent, 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 procedures described herein. Use of
these other redemption procedures may result in your
redemption request being processed at a later time than it would
have been if telephone redemption had been used.
During the delay, the Fund's net asset value may fluctuate.
Regular Redemption--Under the regular redemption procedure, you
may redeem 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 guaranteed. The
Transfer Agent has adopted standards and procedures pursuant
to which signature-guarantees in proper form generally will be
accepted from domestic banks, brokers, dealers, credit
unions, national securities exchanges, registered securities
associations, clearing agencies and savings associations,
as well as from participants in the New York Stock Exchange
Medallion Signature Program, the Securities Transfer Agents
Medallion Program ("STAMP") and the Stock Exchanges Medallion
Program. If you have any questions with respect to
signature-guarantees, please call one of the telephone numbers
listed under "General Information."
Redemption proceeds of at least $1,000 will be wired to
any member bank of the Federal Reserve System in
accordance with a written signature-guaranteed request.
Wire Redemption Privilege--You may request by wire or telephone
that redemption proceeds (minimum $1,000) be wired to
your account at a bank which is a member of the Federal Reserve
System, or a correspondent bank if your bank is not a
member. To establish the Wire Redemption Privilege, you must
check the appropriate box and supply the necessary
information on the Fund's Account Application or file a
Shareholder Services Form with the Transfer Agent. You may
direct that redemption proceeds be paid by check (maximum
$150,000 per day) made out to the owners of record and mailed
to your address. Redemption proceeds of less than $1,000 will be
paid automatically by check. Holders of jointly
registered Fund or bank accounts may have redemption proceeds of
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
investment 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 constitute an additional tax imposed on the record
owner of the account, and may be claimed as a credit on the
record owner's Federal income tax return.
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 will be
calculated on the basis of average annual total return.
Advertisements also may include performance calculated on the
basis of 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 connection with the offer of the Fund's
shares, and, if given or made, such other information or
representations must not be relied upon as having been
authorized by the Fund. This Prospectus does not constitute an
offer in any State in which, or to any person to whom,
such offering may not lawfully be made.
<PAGE>
DREYFUS INTERNATIONAL RECOVERY FUND, INC.
PART B
(STATEMENT OF ADDITIONAL INFORMATION)
________, 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 ________, 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-11
Management Arrangements . . . . . . . . . . . . . . . . B-12
Distribution Plan and Shareholder Services Plan . . . . B-14
Purchase of Fund Shares . . . . . . . . . . . . . . . . B-16
Redemption of Fund Shares . . . . . . . . . . . . . . . B-16
Shareholder Services. . . . . . . . . . . . . . . . . . B-19
Determination of Net Asset Value. . . . . . . . . . . . B-22
Dividends, Distributions and Taxes. . . . . . . . . . . B-24
Portfolio Transactions. . . . . . . . . . . . . . . . . B-27
Performance Information . . . . . . . . . . . . . . . . B-28
Information About the Fund. . . . . . . . . . . . . . . B-29
Custodian, Transfer and Dividend Disbursing Agent,
Counsel and Independent Auditors. . . . . . . . . . . B-29
Financial Statement . . . . . . . . . . . . . . . . . . B-30
Report of Independent Auditors. . . . . . . . . . . . . B-31
<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.
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
investment 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 guidelines 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
underwriter 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
[To be inserted]
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
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 __________, 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: Howard Stein, Chairman
of the Board of Directors and Chief Executive Officer;
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; Robert H. Schmidt, 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 _________,
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 __________________________.
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
___________, 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 ___________, 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 distributions, 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 withdrawal check.
Automatic Withdrawal may be terminated at any time by the
investor, the Fund or the Transfer Agent. Shares for which
certificates have been issued may not be redeemed through
the Automatic Withdrawal Plan.
Dreyfus Dividend Sweep 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, asset
growth of the Fund, 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 and the Fund.
<PAGE>
DREYFUS INTERNATIONAL RECOVERY FUND, INC.
Statement of Assets and Liabilities
________, 1994
ASSETS
Cash $
Deferred organization expenses Total
Assets
LIABILITIES
Accrued organization expenses
NET ASSETS applicable to ___ shares of
Common Stock ($.001 par value) issued
and outstanding (300 million
shares authorized). . . . . . . . . . . . . . . . $
========
NET ASSET VALUE, offering and redemption price per
share ($________ * ________ shares) . . . . . . . $
========
NOTE - Dreyfus International Recovery Fund, Inc. (the "Fund") was
organized as a Maryland corporation on _________, 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 ______ 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
liabilities of Dreyfus International Recovery Fund, Inc. as of
_______, 1994. This financial statement is the responsibility of
the Fund's management. Our responsibility is to
express an opinion on this financial statement based on our
audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan
and perform the audit to obtain reasonable assurance about
whether this financial statement is free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statement. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statement referred to above
presents fairly, in all material respects, the financial
position of Dreyfus International Recovery Fund, Inc. at
________, 1994, in conformity with generally accepted
accounting principles.
New York, New York
_________, 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 ___________, 1994*
(2) Report of Ernst & Young, Independent Auditors,
dated ___________, 1994*
(b) Exhibits:
(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 Exhibit: (1) Certificate of Assistant
Secretary*
(2) Notification of Election
Pursuant to Rule 18f-1*
___________________________
* To be filed by amendment.
<PAGE>
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, unenforceable. In
the event that a claim for indemnification against such
liabilities (other than the payment by the
registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in
the successful defense of any action, suit or
proceeding) is asserted by such director, officer or
controlling person in connection with the securities
being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as
expressed in such Act and will be governed by the final
adjudication of such issue.
Reference also is made to the Distribution Agreement
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.
<TABLE>
<CAPTION>
Officers and Directors of Dreyfus
<S> <C>
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 Directorconsultant
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 OfficerFund)++;
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.++;
FN Network Tax Free 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 Life and Annuity Index Fund, Inc.++;
Dreyfus Partnership Management, Inc.*;
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 and Corporate Member:
Muscular Dystrophy Association
810 Seventh Avenue
New York, New York 10019;
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:
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 Life and Annuity Index Fund,
Inc.++;
Dreyfus Municipal Cash
Management Plus++;
Dreyfus New York Municipal Cash Management++;
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 Life and Annuity Index Fund,
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++;
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++;
FN Network Tax Free Money Market 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 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 Life and Annuity Index Fund, Inc.++;
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 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++;
FN Network Tax Free Money Market Fund, Inc.++;
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 Life and Annuity Index Fund, Inc.++;
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 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++;
FN Network Tax Free Money Market Fund, Inc.++;
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 Life and Annuity Index 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 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++;
FN Network Tax Free Money Market 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++;
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 Life and Annuity Index Fund, Inc.++;
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 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++;
FN Network Tax Free Money Market Fund, Inc.++;
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.
</TABLE>
<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.
<TABLE>
<CAPTION>
Officers and Directors of Sub-Investment Adviser
<S> <C>
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
</TABLE>
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. FN Network Tax Free Money Market Fund, Inc.
85. General California Municipal Bond Fund, Inc.
86. General California Municipal Money Market
Fund
87. General Government Securities Money Market
Fund, Inc.
88. General Money Market Fund, Inc.
89. General Municipal Bond Fund, Inc.
90. General Municipal Money Market Fund, Inc.
91. General New York Municipal Bond Fund, Inc.
92. General New York Municipal Money Market Fund
93. Pacific American Fund
94. Peoples Index Fund, Inc.
95. Peoples S&P MidCap Index Fund, Inc.
96. Premier California Municipal Bond Fund
97. Premier GNMA Fund
98. Premier Growth Fund, Inc.
99. Premier Insured Municipal Bond Fund
100. Premier Municipal Bond Fund
101. Premier New York Municipal Bond Fund
102. Premier State Municipal Bond Fund
(b)
<TABLE>
<S> <C> <C>
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
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
Mary Genet***** 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
Nancy Knee++++ Vice President--Bank None
Wholesale
Bradford Lange* Vice President--Bank None
Wholesale
Kathleen McIntyre Lewis++ Vice President--Western None
Regional Sales Manager
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
Emil Samman* Vice President- None
Institutional Marketing
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
Karen Markovic Shpall++++++ Assistant Vice President None
Patrick Synan** Assistant Vice President-- None
Institutional Support
Emilie Tongalson** Assistant Vice President- None
Institutional Servicing
Carolyn Warren Stein++ 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
Brent Glading* Vice President-Sales None
Jeffrey Lejune Vice President-Sales None
Dallas, TX
Samuel Mancino** Vice President-Installation None
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
</TABLE>
_______________
* 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 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 Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of New York, and State of New York, on the 31st day of March,
1994.
DREYFUS INTERNATIONAL RECOVERY FUND, INC.
(Registrant)
By: /s/ Mark N. Jacobs
Mark N. Jacobs, Principal
Executive Officer
Pursuant to the requirements of the Securities Act
of 1933, this Amendment to the Registration Statement has been
signed below by the following persons in the capacities and on
the dates indicated.
<TABLE>
<S> <C> <C>
/s/ Mark N. Jacobs Principal Executive March 31, 1994
Mark N. Jacobs Officer and
Trustee
/s/ Jeffrey N. Nachman Vice President and March 31, 1994
Jeffrey N. Nachman Treasurer (Chief
Financial and
Accounting Officer)
</TABLE>
