Registration Nos. 33-
811-
===============================================================
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 OMNI 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>
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
=================================================================
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities Being Price Per Offering Registration
Being Registered Registered Unit Price Fee
<S> <C> <C> <C> <C>
Shares of Common * * * $500.00
Stock, par value
$.001 per share
============================================================================
* 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.
</TABLE>
=================================================================
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.
================================================================
<PAGE>
Cross-Reference Sheet Pursuant to Rule 495(a)
Items in
Part A of
Form N-1A Caption Page
1 Cover Page Cover
2 Synopsis 3
3 Condensed Financial Information *
4 General Description of Registrant 3, 34
5 Management of the Fund 18
5(a) Management's Discussion of Fund's
Performance *
6 Capital Stock and Other Securities 34
7 Purchase of Securities Being Offered 19
8 Redemption or Repurchase 27
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 B-10
of Securities
16 Investment Advisory and Other Services B-10
17 Brokerage Allocation and Other Practices B-20
18 Capital Stock and Other Securities B-__
19 Purchase, Redemption and Pricing of
Securities Being Offered B-11
Items in
Part B of
Form N-1A
20 Tax Status *
21 Underwriters B-13
22 Calculations of Performance Data B-22
23 Financial Statement B-24
Items in
Part C of
Form N-1A
24 Financial Statements and Exhibits C-1
25 Persons Controlled by or Under Common C-2
Control with Registrant
26 Number of Holders of Securities C-2
27 Indemnification C-2
28 Business and Other Connections of C-3
Investment Adviser
29 Principal Underwriters C-9
30 Location of Accounts and Records C-11
31 Management Services C-11
32 Undertakings C-12
* Omitted since answer is negative or inapplicable.
<PAGE>
PROSPECTUS , 1994
DREYFUS OMNI FUND, INC.
Dreyfus OMNI Fund, Inc. (the "Fund") is an open-
end, diversified, management investment company, known as a
mutual fund. Its goal is to maximize total return, consisting of
capital appreciation and current income, to the extent consistent
with reasonable risk. The Fund seeks to achieve its objective by
concentrating its investments in shares of other open-end
registered investment companies.
You can invest, reinvest or redeem shares at any
time without charge or penalty. You can purchase or redeem
shares by telephone using Dreyfus TeleTransfer.
The Dreyfus Corporation will professionally manage
the Fund's portfolio.
This Prospectus sets forth concisely information
about the Fund that you should know before investing. It should
be read and retained for future reference.
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 1-800-645-6561. When telephoning,
ask for Operator 666.
Mutual fund shares are not deposits or obligations
of, or guaranteed or endorsed by, any bank, and are not federally
insured by the Federal Deposit Insurance Corporation, the Federal
Reserve Board, or any other agency. The net asset value of
fund's of this type fluctuate from time to time.
<PAGE>
TABLE OF CONTENTS
Page
Annual Fund Operating Expenses. . . . . . . .
Description of the Fund . . . . . . . . . . .
Management of the Fund. . . . . . . . . . . .
How to Buy Fund Shares. . . . . . . . . . . .
Shareholder Services. . . . . . . . . . . . .
How to Redeem Fund Shares . . . . . . . . . .
Shareholder Services Plan . . . . . . . . . .
Dividends, Distributions and Taxes. . . . . .
Performance Information . . . . . . . . . . .
General Information . . . . . . . . . . . . .
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE>
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
Management Fees. . . . . . . . . . . . . . . . . . . .75%
Other Expenses . . . . . . . . . . . . . . . . . . . .__%
Total Fund Operating Expenses . . . . . . . . . . . .__%
EXAMPLE: 1 YEAR 3 YEARS
You would pay the following
expenses on a $1,000 investment,
assuming (1) 5% annual return
and (2) redemption at the end
of each time period: $____ $____
________________________________________________________________
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. You can purchase Fund shares
without charge directly from the Fund's distributor; you may be
charged a nominal fee if you effect transactions in Fund shares
through a securities dealer, bank or other financial institution.
For a further description of the various costs and expenses
incurred in the Fund's operation, as well as expense
reimbursement or waiver arrangements, see "Management of the
Fund" and "Shareholder Services Plan."
DESCRIPTION OF THE FUND
INVESTMENT OBJECTIVE
The Fund's goal is to maximize total return,
consisting of capital appreciation and current income, to the
extent consistent with reasonable risk. 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.
MANAGEMENT POLICIES
GENERAL--The Fund seeks to achieve its investment objective by
concentrating its investments in shares of other open-end
registered investment companies, known as mutual funds. The Fund
also may invest in securities of issuers that are not investment
companies such as equity securities of domestic issuers,
including
common stocks, preferred stocks, convertible securities and
warrants; U.S. Treasury Notes and Bonds with remaining maturities
at the time of purchase of at least one year; and short-term
money market instruments. The Fund also may engage in various
investment techniques, such as options and futures transactions.
Options and futures transactions involve so-called "derivative
securities."
INVESTMENT COMPANY SECURITIES--The Dreyfus Corporation has broad
latitude in selecting the types of mutual funds in which the Fund
will invest. The Fund is not required to maintain a portion of
its assets in any particular type of mutual fund. The Dreyfus
Corporation will vary the proportion of the Fund's assets
invested in particular types of mutual funds based upon the
investment mix it considers most likely to achieve the Fund's
investment objective. The underlying funds in which the Fund
will invest generally consist of mutual funds that seek capital
growth and appreciation by investing primarily in common stock or
securities convertible into or exchangeable for common stock
(such as convertible preferred stock, convertible debentures or
warrants) of domestic and/or foreign issuers; mutual funds that
seek a combination of capital appreciation and current income
(including, income from dividends or interest, growth of income
or any combination thereof) by investing primarily in common
stocks, preferred stocks, bonds and other fixed-income securities
(including, convertible preferred stock and debentures) of
domestic and/or foreign issuers; mutual funds that seek high
current income by investing primarily in long- or short-term
bonds and other fixed-income securities (such as securities
issued, guaranteed or insured by the U.S. Government, its
agencies or instrumentalities, commercial paper, preferred stock,
convertible preferred stock or convertible debentures); and
mutual funds that seek as high a level of current income as is
consistent with the preservation of capital and the maintenance
of liquidity by investing in a broad range of high quality,
short-term money market instruments. The Fund will not invest in
other funds in the Dreyfus Family of Funds, except for money
market funds.
To determine the general types of underlying
mutual funds in which the Fund will invest, The Dreyfus
Corporation will employ both fundamental and technical analysis
to assess relative risks and opportunities throughout the
financial markets, with the
objective of providing the best opportunity for maximizing total
return without incurring unreasonable risk. The Dreyfus
Corporation will assess the relative risk-reward levels of
various asset types based on its experience and analysis of
current conditions. Generally, The Dreyfus Corporation will
alter the composition of the Fund's portfolio as economic and
market trends
change. Consequently, the Fund's portfolio may vary considerably
among equity, bond and money market mutual funds as these changes
occur. After determining the proportion of the Fund's assets to
be allocated to particular types of mutual funds, The Dreyfus
Corporation will determine whether certain specific
sub-categories of funds offer greater potential for positive
returns than others.
For example, The Dreyfus Corporation may choose to emphasize
growth funds that invest in foreign securities or growth funds
that invest in a particular industry sector; or The Dreyfus
Corporation may select income funds based on whether such funds
invest in long- or short-term debt securities.
The Fund's investment in an underlying fund is
based, in part, upon The Dreyfus Corporation's analysis of such
fund's past performance, management style and investment
objectives and policies. The Dreyfus Corporation also considers
other factors in the selection of funds, including asset size,
liquidity, expense ratios, quality of shareholder services,
reputation and tenure of portfolio managers, industry
classifications represented in such funds' portfolios and
specific portfolio holdings. The underlying funds may, but need
not, have the same investment objective, policies and investment
restrictions as the Fund. The Fund may be affected by the losses
of the underlying funds in which it invests and the level of risk
arising from the investment practices of such funds and has no
control over the risks taken by such funds. The Fund can elect
to redeem (subject to the 1% limitation described below) its
investment in an underlying fund if such action is considered
necessary or appropriate. See "Risk Factors" below.
EQUITY SECURITIES--The Fund may make direct investments in equity
securities of domestic issuers that are not investment companies
that The Dreyfus Corporation has determined offer above average
potential for total return. In making this determination, The
Dreyfus Corporation takes into account factors including price-
earnings ratios, cash flow and the relationship of asset value to
market value of the securities. The Fund will be alert to
companies engaged in restructuring efforts, such as mergers,
acquisitions and divestitures of less profitable units.
U.S. TREASURY NOTES AND BONDS--The Fund may make direct
investments in U.S. Treasury Notes and Bonds with remaining
maturities at the time of purchase by the Fund of at least one
year. Under normal circumstances, the dollar-weighted average
maturity of this portion of the Fund's portfolio is expected to
range between three and ten years.
MONEY MARKET INSTRUMENTS--The short-term money market instruments
in which the Fund may invest directly consist 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.
INVESTMENT TECHNIQUES
The Fund may employ directly, among others, the
investment techniques described below. See "Risk
Factors--Certain Investment Techniques."
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 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. 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 Dreyfus
Corporation's 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
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 is not 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's commodities transactions must
constitute
bona fide hedging or other permissible transactions pursuant to
regulations promulgated by the Commodity Futures Trading
Commission. 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. To the extent the Fund engages in the use of futures
and options on futures for other than bona fide hedging purposes,
the Fund may be subject to additional risk.
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 owned by the Fund 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
investments
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 Dreyfus Corporation's ability to predict correctly
movements in the direction of the market. 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 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, you
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.
INTEREST RATE FUTURES CONTRACTS AND OPTIONS ON INTEREST RATE
FUTURES CONTRACTS--The Fund may invest in interest rate futures
contracts and options on interest rate futures contracts as a
substitute for a comparable market position and to hedge against
adverse movements in interest rates.
To the extent the Fund has invested in interest
rate futures contracts or options on interest rate futures
contracts as a substitute for a comparable market position, the
Fund will be subject to the investment risks of having purchased
the securities underlying the contract.
The Fund may purchase call options on interest
rate futures contracts to hedge against a decline in interest
rates and
may purchase put options on interest rate futures contracts to
hedge its portfolio securities against the risk of rising
interest rates.
The Fund may sell call options on interest rate
futures contracts to partially hedge against declining prices of
its portfolio securities. If the futures price at expiration of
the option is below the exercise price, the Fund will retain the
full amount of the option premium which provides a partial hedge
against any decline that may have occurred in the Fund's
portfolio
holdings. The Fund may sell put options on interest rate futures
contracts to hedge against increasing prices of the securities
which are deliverable upon exercise of the futures contracts. If
the futures price at expiration of the option is higher than the
exercise price, the Fund will retain the full amount of the
option premium which provides a partial hedge against any
increase in the
price of securities which the Fund intends to purchase. If a put
or call option sold by the Fund is exercised, the Fund will incur
a loss which will be reduced by the amount of the premium it
receives. Depending on the degree of correlation between changes
in the value of its portfolio securities and changes in the value
of its futures positions, the Fund's losses from existing options
on futures may to some extent be reduced or increased by changes
in the value of its portfolio securities.
The Fund also may sell options on interest rate
futures contracts as part of closing purchase transactions to
terminate its options positions. No assurance can be given that
such closing transactions can be effected or that there will be
correlation between price movements in the options on interest
rate futures and price movements in the Fund's portfolio
securities which are the subject of the hedge. In addition, the
Fund's purchase of such options will be based upon predictions as
to anticipated interest rate trends, which could prove to be
inaccurate.
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.
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 its total assets (including the
amount borrowed) valued at the lesser of cost or market, less
liabilities (not including the amount borrowed) at the time the
borrowing is made. While borrowings exceed 5% of the Fund's
total assets, the Fund will not make any additional investments.
FORWARD COMMITMENTS--The Fund may purchase securities of issuers
that are not investment companies on a when-issued or forward
commitment basis, which means that the price is fixed at the time
of commitment, but delivery and payment ordinarily take place a
number of days after the date of the commitment to purchase. The
Fund will make commitments to purchase such securities only with
the intention of actually acquiring the securities, but the Fund
may sell these securities before the settlement date if it is
deemed advisable. The Fund will not accrue income in respect of
a security purchased on a when-issued or forward commitment basis
prior to its stated delivery date.
Securities purchased on a when-issued or forward
commitment basis and certain other securities held by the Fund
are
subject to changes in value (both generally changing in the same
way, i.e., appreciating when interest rates decline and
depreciating when interest rates rise) based upon the public's
perception of the creditworthiness of the issuer and changes,
real or anticipated, in the level of interest rates. Securities
purchased on a when-issued or forward commitment basis may expose
the Fund to risk because they may experience such fluctuations
prior to their actual delivery. Purchasing securities on a when-
issued or forward commitment basis can involve the additional
risk that the yield available in the market when the delivery
takes place actually may be higher than that obtained in the
transaction itself. A segregated account of the Fund consisting
of cash, cash
equivalents or U.S. Government securities or other high quality
liquid debt securities at least equal at all times to the amount
of the when-issued or forward commitments will be established and
maintained at the Fund's custodian bank. Purchasing securities
on a when-issued or forward commitment basis when the Fund is
fully or almost fully invested may result in greater potential
fluctuation in the value of the Fund's net assets and its net
asset value per share.
CERTAIN PORTFOLIO SECURITIES
MONEY MARKET INSTRUMENTS--The Fund may invest in the following
types of money market instruments:
U.S. GOVERNMENT SECURITIES. The Fund may purchase
securities issued or guaranteed by the U.S. Government or its
agencies or instrumentalities, which include U.S. Treasury
securities that differ in their interest rates, maturities and
times of issuance. Treasury Bills have initial maturities of one
year or less; Treasury Notes have initial maturities of one to
ten
years; and Treasury Bonds generally have initial maturities of
greater than ten years. Some obligations issued or guaranteed by
U.S. Government agencies and instrumentalities, for example,
Government National Mortgage Association pass-through
certificates, are supported by the full faith and credit of the
U.S. Treasury; others, such as those of the Federal Home Loan
Banks, by the right of the issuer to borrow from the U.S.
Treasury; others, such as those issued by the Federal National
Mortgage Association, by discretionary authority of the U.S.
Government to purchase certain obligations of the agency or
instrumentality; and others, such as those issued by the Student
Loan Marketing Association, only by the credit of the agency or
instrumentality. These securities bear fixed, floating or
variable rates of interest. Principal and interest may fluctuate
based on generally recognized reference rates or the relationship
of rates. While the U.S. Government provides financial support
to
such U.S. Government-sponsored agencies or instrumentalities, no
assurance can be given that it will always do so, because the
U.S. Government is not obligated to do so by law.
BANK OBLIGATIONS. The Fund may purchase
certificates of deposit, time deposits, bankers' acceptances and
other short-term obligations issued by banks, savings and loan
associations and similar entities with assets in excess of $1
billion.
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 a
Portfolio will not benefit from insurance from the Bank Insurance
Fund or the Savings Association Insurance Fund administered by
the Federal Deposit Insurance Corporation.
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 such Fund to resell, the instrument at a fixed price usually
not more than one week after its purchase. Certain costs may be
incurred in connection with the sale of the securities if the
seller does not repurchase them in accordance with the repurchase
agreement. In addition, if bankruptcy proceedings are commenced
with respect to the seller of the securities, realization on the
securities by the Fund may be delayed or limited.
COMMERCIAL PAPER AND OTHER SHORT-TERM CORPORATE
OBLIGATIONS. Commercial paper consists of short-term, unsecured
promissory notes issued to finance short-term credit needs. The
commercial paper purchased by the Fund will consist only of
direct
obligations which, at the time of their purchase, are (a) rated
not lower than Prime-1 by Moody's, A-1 by 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 Dreyfus
Corporation 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.
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 you 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.
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, shares of an open-end registered investment company
owned by the Fund in an amount exceeding 1% of the issuer's total
outstanding securities, repurchase agreements providing for
settlement in more than seven days after notice, and certain
options traded in the over-the-counter market and securities used
to cover such options. As to these securities, the Fund is
subject to a risk that should the Fund desire to sell them when a
ready buyer is not available at a price the Fund deems
representative of their value, the value of the Fund's net assets
could be adversely affected.
CERTAIN FUNDAMENTAL POLICIES
The Fund (i) may borrow money to the extent
permitted under the Investment Company Act of 1940; (ii) may
invest up to 5% of the value of its total assets in the
obligations of any issuer, except that up to 25% of the value of
its total assets may be invested, and securities issued or
guaranteed by the U.S. Government, its agencies or
instrumentalities may be purchased, without regard to any such
limitation; and (iii) will invest, under normal market
conditions,
at least 25% of the value of its total assets in the shares of
other open-end registered investment companies and may invest up
to 25% of the value of its total assets in the securities of
issuers in a single industry (which includes the securities of
underlying mutual funds that invest more than 25% of their assets
in the same industry), provided that, through its investments in
other mutual funds, the Fund may invest indirectly more than 25%
of its total assets in one industry and provided further 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
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 Fund's Statement of Additional Information.
RISK FACTORS
INVESTMENT COMPANY SECURITIES--Investors should recognize that by
investing in mutual funds indirectly through the Fund, they will
bear not only their proportionate share of expenses of the Fund,
but also indirectly similar expenses of the underlying funds.
Investors could avoid this duplication of expenses by investing
directly in the mutual fund investments made by the Fund.
Through its investment in underlying funds, the
Fund indirectly may invest more than 25% of its assets in one
industry. Such indirect concentration of the Fund's assets may
subject the Fund's shares to greater fluctuation in value than
would be the case in the absence of such concentration.
Under certain circumstances, an underlying fund
may determine to make a payment for redemption of its shares to
the Fund wholly or partly by a distribution in kind of securities
from its portfolio, in lieu of cash, in conformity with the rules
of the Securities and Exchange Commission. In such cases, the
Fund may hold securities distributed by an underlying fund until
The Dreyfus Corporation determines that it is appropriate to
dispose of such securities. Such disposition may entail
additional costs to the Fund.
Investment decisions by the investment advisers of
the underlying funds are made independently of the Fund and The
Dreyfus Corporation. Therefore, the investment adviser of the
underlying fund may be purchasing securities of the same issuer
whose securities are being sold by the investment adviser of
another underlying fund. The result of this would be an indirect
expense to the Fund without accomplishing any investment purpose.
In the event the Fund holds more than one percent
(1%) of an underlying fund's shares, the Investment Company Act
of 1940 provides that the underlying fund will be obligated to
redeem only one percent (1%) of the underlying fund's outstanding
shares during any period of less than 30 days. To the extent
that, due
to this restriction, the Fund is unable at its discretion to
dispose of shares of an underlying fund, the Fund would not be
able to protect itself against a decline in value of such shares
during the period such description remains in effect. Any shares
of an underlying fund held by the Fund in excess of one percent
(1%) of the underlying fund's shares will be considered illiquid
securities that, together with other such securities, may not
exceed 15% of the value of the Fund's net assets.
The Fund, together with any "affiliated persons"
(as defined in the Investment Company Act of 1940) may purchase
only up to 3% of the total outstanding securities of an
underlying
fund. Accordingly, when affiliated persons and other investment
companies managed by The Dreyfus Corporation hold shares of any
of the underlying funds, the Fund's ability to invest fully in
shares of those funds is restricted, and The Dreyfus Corporation
must then, in some instances, select alternative investments that
would not have been its first preference.
CERTAIN INVESTMENT TECHNIQUES--The use of investment techniques
such as engaging in financial futures and options transactions,
and purchasing securities on a forward commitment basis involves
greater risk than that incurred by many other funds with a
similar
objective. Using these techniques may produce higher than normal
portfolio turnover and may affect the degree to which the Fund's
net asset value fluctuates. Higher portfolio turnover rates,
whether incurred by the Fund or an underlying fund, are likely to
result in comparatively greater brokerage commissions or
transaction costs.
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, it 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, effect short
sales of 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 portfolio turnover rate of the Fund
generally will not exceed ___%. See "Portfolio Transactions" in
the Fund's Statement of Additional Information.
EQUITY SECURITIES--You 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 common stocks in the
Fund's portfolio will result in changes in the value of the
Fund's
shares and thus the Fund's yield and total return to investors.
FIXED-INCOME SECURITIES--You 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. Thus, if interest
rates
have increased from the time a security was purchased, such
security, if sold, might be sold at a price less than its cost.
Similarly, if interest rates have declined from the time a
security was purchased, such security, if sold, might be sold at
a price greater than its cost. In either instance, if the
security was purchased at face value and held to maturity, no
gain
or loss would be realized. The value of U.S. Treasury securities
also will be affected by the supply and demand, as well as the
perceived supply and demand, for such securities.
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.
Investment decisions for the Fund are made
independently from those of other investment companies advised by
The Dreyfus Corporation. However, if such other investment
companies are prepared to invest in, or desire to dispose of,
securities in which the Fund invests at the same time as the
Fund,
available investments or opportunities for sales will be
allocated
equitably to each investment company. In some cases, this
procedure may adversely affect the size of the position obtained
for or disposed of by the Fund or the price paid or received by
the Fund.
MANAGEMENT OF THE FUND
The Dreyfus Corporation, located at 200 Park
Avenue, New York, New York 10166, was formed in 1947 and serves
as
the Fund's investment adviser. The Dreyfus Corporation is a
wholly-owned subsidiary of Mellon Bank, N.A., which is a wholly-
owned subsidiary of Mellon Bank Corporation ("Mellon"). As of
July 31, 1994, The Dreyfus Corporation managed or administered
approximately $71 billion in assets for more than 1.9 million
investor accounts nationwide.
The Dreyfus Corporation supervises and assists in
the overall management of the Fund's affairs under a Management
Agreement with the Fund, subject to the overall authority of the
Fund's Board of Directors in accordance with Maryland law. The
Fund's primary portfolio manager will be Ernest G. Wiggins, Jr.,
who has been an employee of The Dreyfus Corporation since
December 1993. From 1992 to December 1993, Mr. Wiggins was
President of Gabelli International and, prior thereto, he held
various positions with Fidelity Management and Research Company.
The Fund's other portfolio managers are identified under
"Management of the Fund" in the Fund's Statement of Additional
Information. The Dreyfus Corporation also provides research
services for the Fund as well as for other funds advised by The
Dreyfus Corporation through a professional staff of portfolio
managers and securities analysts.
Mellon is a publicly owned multibank holding
company incorporated under Pennsylvania law in 1971 and
registered
under the Federal Bank Holding Company Act of 1956, as amended.
Mellon provides a comprehensive range of financial products and
services in domestic and selected international markets. Mellon
is among the twenty-five largest bank holding companies in the
United States based on total assets. Mellon's principal wholly-
owned subsidiaries are Mellon Bank, N.A., Mellon Bank (DE)
National Association, Mellon Bank (MD), The Boston Company, Inc.,
AFCO Credit Corporation and a number of companies known as Mellon
Financial Services Corporations. Through its subsidiaries,
Mellon
managed more than $130 billion in assets as of July 31, 1994,
including approximately $6 billion in mutual fund assets. As of
July 31, 1994, various subsidiaries of Mellon provided non-
investment services, such as custodial or administration
services,
for more than $___ billion in assets, including $___ billion in
mutual fund assets.
Under the terms of the Management Agreement, the
Fund has agreed to pay The Dreyfus Corporation a monthly fee at
the annual rate of .75 of 1% of the value of the Fund's average
daily net assets. From time to time, The Dreyfus Corporation 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 The Dreyfus Corporation at a
later time for any amounts it may waive, nor will the Fund
reimburse The Dreyfus Corporation for any amounts it may assume.
The Dreyfus Corporation may pay the Fund's
distributor for shareholder services from The Dreyfus
Corporation's own assets, including past profits but not
including
the management fee paid by the Fund. The Fund's distributor may
use part or all of such payments to pay securities dealers or
others in respect of these services.
All expenses incurred in the operation of the Fund
will be borne by the Fund, except to the extent specifically
assumed by The Dreyfus Corporation. The expenses to be borne by
the Fund will include: organizational costs, taxes, interest,
loan commitment fees, 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 The Dreyfus
Corporation, 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 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 Premier Mutual Fund
Services, Inc. (the "Distributor"), located at One Exchange
Place,
Boston, Massachusetts 02109. The Distributor is a wholly-owned
subsidiary of Institutional Administration Services, Inc., a
provider of mutual fund administration services, the parent
company of which is Boston Institutional Group, Inc.
You can purchase Fund shares without a sales
charge
if you purchase them directly from the Distributor; you may be
charged a nominal fee if you effect transactions in Fund shares
through a securities dealer, bank or other financial institution.
Share certificates are issued only upon your written request. No
certificates are issued for fractional shares. The Fund reserves
the right to reject any purchase order.
The minimum initial investment is $2,500, or
$1,000 if you are a client of a securities dealer, bank or other
financial institution which has made an aggregate minimum initial
purchase for its customers of $2,500. Subsequent investments
must be at least $100. The initial investment must be
accompanied by
the Fund's Account Application. For full-time or part-time
employees of The Dreyfus Corporation or any of its affiliates or
subsidiaries, directors of The Dreyfus Corporation, Board members
of a fund advised by The Dreyfus Corporation, including members
of
the Fund's Board, or the spouse or minor child of any of the
foregoing, the minimum initial investment is $1,000. For full-
time or part-time employees of The Dreyfus Corporation or any of
its affiliates or subsidiaries who elect to have a portion of
their pay directly deposited into their Fund account, the minimum
initial investment is $50. The Fund reserves the right to offer
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. For the location of the nearest Dreyfus
Financial Center, please call one of the telephone numbers listed
under "General Information." THESE ORDERS WILL BE FORWARDED TO
THE FUND AND WILL BE PROCESSED ONLY UPON RECEIPT THEREBY.
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 OMNI 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. You should
include
your Fund account number on the Fund's Account Application and
promptly mail the Account Application to the Fund, as no
redemptions will be permitted until the Account Application is
received. You may obtain further information about remitting
funds in this manner from your bank. All payments should be made
in U.S. dollars and, to avoid fees and delays, should be drawn
only on U.S. banks. A charge will be imposed if any check used
for investment in your account does not clear. The Fund makes
available to certain large institutions the ability to issue
purchase instructions through compatible computer facilities.
Subsequent investments also may be made by
electronic transfer of funds from an account maintained in a bank
or other domestic financial institution that is an Automated
Clearing House member. You must direct the institution to
transmit immediately available funds through the Automated
Clearing House to The Bank of New York with instructions to
credit
your Fund account. The instructions must specify your Fund
account registration and your Fund account number preceded by the
digits "1111."
Fund shares are sold on a continuous basis at the
net asset value per share next determined after an order in
proper
form is received by the Transfer Agent. 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 per share, 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 Board of Directors. Certain securities may be valued by
an independent pricing service approved by the Board of Directors
and are valued at fair value as determined by the pricing
service.
For further information regarding the methods employed in valuing
Fund investments, see "Determination of Net Asset Value" in the
Fund's Statement of Additional Information.
The Distributor may pay dealers a fee of up to .5%
of the amount invested through such dealers in Fund shares by
employees participating in qualified or non-qualified employee
benefit plans or other programs where (i) the employers or
affiliated employers maintaining such plans or programs have a
minimum of 250 employees eligible for participation in such plans
or programs or (ii) such plan's or program's aggregate investment
in the Dreyfus Family of Funds or certain other products made
available by the Distributor to such plans or programs exceeds
one
million dollars ("Eligible Benefit Plans"). The determination of
the number of employees eligible for participation in a plan or
program shall be made on the date Fund shares are first purchased
by or on behalf of employees participating in such plan or
program
and on each subsequent January 1st. All present holdings of
shares of funds in the Dreyfus Family of Funds by Eligible
Benefit
Plans will be aggregated to determine the fee payable with
respect
to each purchase of Fund shares. The Distributor reserves the
right to cease paying these fees at any time. The Distributor
will pay such fees from its own funds, other than amounts
received
from the Fund, including past profits or any other source
available to it.
Federal regulations require that you provide a
certified TIN upon opening or reopening an account. See
"Dividends, Distributions and Taxes" and the 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. Shares issued in certificate form
are not eligible for this Privilege.
SHAREHOLDER SERVICES
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 The Dreyfus Corporation, to the extent
such shares are offered for sale in your state of residence.
These funds have different investment objectives which may be of
interest to you. To use this Privilege, you should consult the
Distributor to determine if it is available and whether any
conditions are imposed on its use.
To use this Privilege, you 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 calling from overseas, 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 the Distributor. 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, 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
dividends and distributions payment option (except for Dreyfus
Dividend Sweep) selected by the investor.
Shares will be exchanged at the next determined
net
asset value; however, a sales load may be charged with respect to
exchanges into funds sold with a sales load. If you are
exchanging into a fund that charges a sales load, you may qualify
for share prices which do not include the sales load or which
reflect a reduced sales load, if the shares of the fund from
which
you are exchanging were: (a) purchased with a sales load, (b)
acquired by a previous exchange from shares purchased with a
sales
load, or (c) acquired through reinvestment of dividends or
distributions paid with respect to the foregoing categories of
shares. To qualify, at the time of the exchange you must notify
the Transfer Agent. 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, 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 the Distributor. 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 DIVIDEND OPTIONS
Dreyfus Dividend Sweep enables you to invest
automatically dividends or dividends and capital gain
distributions, if any, paid by the Fund in shares of another fund
in the Dreyfus Family of Funds of which you are an investor.
Shares of the other fund will be purchased at the then-current
net
asset value; however, a sales load may be charged with respect to
investments in shares of a fund sold with a sales load. If you
are investing in a fund that charges a sales load, you may
qualify
for share prices which do not include the sales load or which
reflect a reduced sales load. See "Shareholder Services" in the
Statement of Additional Information. Dreyfus Dividend ACH
permits
you to transfer electronically on the payment date dividends or
dividends and capital gain distributions, if any, from the Fund
to
a designated bank account. Only an account maintained at a
domestic financial institution which is an Automated Clearing
House member may be so designated. Banks may charge a fee for
this service.
For more information concerning these privileges
or to request a Dividend Options Form, please call toll free
1-800-645-6561. You may cancel these privileges by mailing
written
notification to The Dreyfus Family of Funds, P.O. Box 9671,
Providence, Rhode Island 02940-9671. Enrollment in or
cancellation of these privileges is effective three business days
following receipt. These privileges are available only for
existing accounts and may not be used to open new accounts.
Minimum subsequent investments do not apply for Dreyfus Dividend
Sweep. The Fund may modify or terminate these privileges at any
time or charge a service fee. No such fee currently is
contemplated. Shares held under Keogh Plans, IRAs or other
retirement plans are not eligible for Dreyfus Dividend Sweep.
DREYFUS GOVERNMENT DIRECT DEPOSIT PRIVILEGE
Dreyfus Government Direct Deposit Privilege
enables
you to purchase Fund shares (minimum of $100 and maximum of
$50,000 per transaction) by having Federal salary, Social
Security, or certain veterans', military or other payments from
the Federal government automatically deposited into your Fund
account. You may deposit as much of such payments as you elect.
To enroll in Dreyfus Government Direct Deposit, you must file
with
the Transfer Agent a completed Direct Deposit Sign-Up Form for
each type of payment that you desire to include in this
Privilege.
The appropriate form may be obtained from the Distributor. Death
or legal incapacity will terminate a shareholder's 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 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 the direct deposit
program of your employer, 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 the Distributor. You may change the
amount of purchase or cancel the authorization only by written
notification to your employer. It is the sole responsibility of
your employer, not the Distributor, The Dreyfus Corporation, the
Fund, the Transfer Agent or any other person, to arrange for
transactions under the Dreyfus Payroll Savings Plan. The Fund
may
modify or terminate this Privilege at any time or charge a
service
fee. No such fee currently is contemplated. Shares held under
Keogh Plans, IRAs or other retirement plans are not eligible for
this Privilege.
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 the Distributor. There is a service charge
of 50 cents for each withdrawal check. The Automatic Withdrawal Plan
may be ended at any time by you, the Fund or the Transfer Agent.
Shares for which certificates have been issued may not be
redeemed through the Automatic Withdrawal Plan.
RETIREMENT PLANS
The Fund offers a variety of pension and profit-
sharing plans, including Keogh Plans, IRAs, SEP-IRAs and IRA
"Rollover Accounts," 401(k) Salary Reduction Plans and 403(b)(7)
Plans. Plan support services also are available. You can obtain
details on the various plans by calling the following numbers
toll
free: for Keogh Plans, please call 1-800-358-5566; for IRAs and
IRA "Rollover Accounts," please call 1-800-645-6561; for
SEP-IRAs,
401(k) Salary Reduction Plans and 403(b)(7) Plans, please call 1-
800-322-7880.
HOW TO REDEEM 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 the Distributor. Securities dealers,
banks and other financial institutions 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, by wire or
telephone or through the Dreyfus TeleTransfer Privilege. 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 the 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 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 your shares by written request mailed to The Dreyfus
Family of Funds, P.O. Box 9671, Providence, Rhode Island 02940-
9671, or, if for Dreyfus retirement plan accounts, to The Dreyfus
Trust Company, Custodian, P.O. Box 6427, Providence, Rhode Island
02940-6427. Redemption requests may be delivered in person only
to a Dreyfus Financial Center. For the location of the nearest
Dreyfus Financial Center, please call one of the telephone
numbers
listed under "General Information." THESE REQUESTS WILL BE
FORWARDED TO THE FUND AND WILL BE PROCESSED ONLY UPON RECEIPT
THEREBY. 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.
SHAREHOLDER SERVICES PLAN
The Fund has adopted a Shareholder Services Plan pursuant to
which
the Fund reimburses Dreyfus Service Corporation, a wholly-owned
subsidiary of The Dreyfus Corporation, an amount not to exceed an
annual rate of .25 of 1% of the value of the Fund's average daily
net assets for certain allocated expenses of providing personal
services and/or maintaining shareholder accounts. 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.
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 it may make distributions on a more
frequent basis to comply with the distribution requirements of
the
Internal Revenue Code of 1986, as amended (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 derived from net investment income,
together with distributions from net realized short-term
securities gains and all or a portion of any gains realized from
the sale or other disposition of certain market discount bonds,
paid by the Fund will be taxable to U.S. shareholders as ordinary
income whether received in cash or reinvested in 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 derived from net investment income,
together with distributions from net realized short-term
securities gains and all or a portion of any gains realized from
the sale or other disposition of certain market discount bonds,
paid by the Fund to a foreign investor generally are subject to
U.S. nonresident withholding taxes at the rate of 30%, unless the
foreign investor claims the benefit of a lower rate specified in
a tax treaty. Distributions from net realized long-term
securities gains paid by the Fund to a foreign investor as well
as
the proceeds of any redemptions from a foreign investor's
account,
regardless of the extent to which gain or loss may be realized,
generally will not be subject to U.S. nonresident withholding
tax.
However, such distributions may be subject to backup withholding,
as described below, unless the foreign investor certifies his
non-U.S. residency status.
For purposes of determining the character of
income
received by the Fund when an underlying fund distributes net
capital gains to the Fund, the Fund will treat the distribution
as a long-term capital gain, even if it has held shares of the
mutual fund for less than one year. However, any loss incurred
by the Fund on the sale of that underlying fund's shares held for
six months or less will be treated as long-term capital loss only
to the extent of the gain distribution. The tax treatment of
distributions from the Fund is the same whether the distributions
are received in additional shares or in cash.
The Fund may invest in underlying funds with
capital loss carry-forwards. If such an underlying fund realized
capital gains, it will be able to offset the gains to the extent
of its loss carry-forwards in determining the amount of capital
gains which must be distributed to its shareholders.
Notice as to the tax status of dividends and
distributions will be mailed to investors annually. Investors
also will receive periodic summaries of their 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 taxable 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 interest of its shareholders. Such
qualification relieves the Fund of any liability for Federal
income taxes to the extent its earnings are distributed in
accordance with applicable provisions of the Code. The Fund is
subject to a non-deductible 4% excise tax, measured with respect
to certain undistributed amounts of taxable investment income and
capital gains.
You should consult your tax adviser regarding
specific questions as to Federal, state or local taxes.
PERFORMANCE INFORMATION
For purposes of advertising, performance may be
calculated on the basis of average annual total return and/or
total return.
Average annual total return is calculated pursuant
to a standardized formula which assumes that an investment 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.,
Morningstar,
Inc., Wilshire 4500 Stock Index, Russell Mid Cap Index, Standard
& Poor's MidCap 400 Index, Standard & Poor's 500 Stock Index, the
Dow Jones Industrial Average and other industry publications.
GENERAL INFORMATION
The Fund was organized as a corporation under the
laws of the State of Maryland on August 26, 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 and
shareholders will vote in the aggregate.
In accordance with the Investment Company Act of
1940, if an underlying fund submits a matter to shareholders for
vote, the Fund intends to vote the shares of the underlying fund
held by it in the same proportion as the vote of all other
holders
of such underlying fund's securities. The effect of such
"mirror"
voting will be to neutralize the Fund's influence on corporate
governance matters regarding the underlying fund's in which the
Fund invests. Shareholders of the Fund will not have the
opportunity to vote on matters submitted to shareholders of the
underlying funds. However, shareholders of the Fund, of course,
will have the opportunity to vote on matters required to be
submitted to shareholders of the Fund.
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 and
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 confirmations and statements of account.
Shareholder inquiries may be made by writing to
the
Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-
0144, or by calling toll free 1-800-645-6561. In New York City,
call 1-718-895-1206; 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 OMNI 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 OMNI 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 794-5452
The Dreyfus Corporation (the "Manager") serves as
the Fund's investment adviser.
Premier Mutual Fund Services, Inc. (the
"Distributor") is the distributor of the Fund's shares.
TABLE OF CONTENTS
Page
Investment Objective and Management Policies . . . . . . . B-2
Management of the Fund . . . . . . . . . . . . . . . . . . B-9
Management Agreement . . . . . . . . . . . . . . . . . . . B-10
Purchase of Fund Shares. . . . . . . . . . . . . . . . . . B-11
Shareholder Services Plan. . . . . . . . . . . . . . . . . B-12
Redemption of Fund Shares. . . . . . . . . . . . . . . . . B-13
Shareholder Services . . . . . . . . . . . . . . . . . . . B-15
Determination of Net Asset Value . . . . . . . . . . . . . B-19
Portfolio Transactions . . . . . . . . . . . . . . . . . . B-20
Dividends, Distributions and Taxes . . . . . . . . . . . . B-21
Performance Information. . . . . . . . . . . . . . . . . . B-22
Information About the Fund . . . . . . . . . . . . . . . . B-23
Custodian, Transfer and Dividend Disbursing Agent,
Counsel and Independent Auditors . . . . . . . . . . . . B-23
Financial Statement. . . . . . . . . . . . . . . . . . . . B-24
Report of Independent Auditors . . . . . . . . . . . . . . B-
<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 Manager carefully evaluates such investments on a
case-by-case basis.
REPURCHASE AGREEMENTS. The Fund's 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 Manager
will monitor on an ongoing basis the value of the collateral to
assure that it always equals or exceeds the repurchase price.
The Fund will consider on an ongoing basis the creditworthiness
of the institutions with which the Fund enters into repurchase
agreements.
COMMERCIAL PAPER AND OTHER SHORT-TERM CORPORATE
OBLIGATIONS. Variable rate demand notes include variable amount
master demand notes, which are obligations that permit the Fund
to
invest fluctuating amounts at varying rates of interest pursuant
to direct arrangements between the Fund, as lender, and the
borrower. These notes permit daily changes in the amounts
borrowed. As mutually agreed between the parties, the Fund may
increase the amount under the notes at any time up to the full
amount provided by the note agreement, or decrease the amount,
and
the borrower may repay up to the full amount of the note without
penalty. Because these obligations are direct lending
arrangements between the lender and borrower, it is not
contemplated that such instruments generally will be traded, and
there generally is no established secondary market for these
obligations, although they are redeemable at face value, plus
accrued interest, at any time. Accordingly, where these
obligations are not secured by letters of credit or other credit
support arrangements, the Fund's right to redeem is dependent on
the ability of the borrower to pay principal and interest on
demand. In connection with floating and variable rate demand
obligations, the Manager will consider, on an ongoing basis,
earning power, cash flow and other liquidity ratios of the
borrower, and the borrower's ability to pay principal and
interest
on demand. Such obligations frequently are not rated by credit
rating agencies, and the Fund may invest in them only if at the
time of an investment the borrower meets the criteria set forth
in
the Fund's Prospectus for other commercial paper issuers.
ILLIQUID SECURITIES. When purchasing securities
that have not been registered under the Securities Act of 1933,
as
amended, and are not readily marketable, the Fund will endeavor
to
obtain the right to registration at the expense of the issuer.
Generally, there will be a lapse of time between the Fund's
decision to sell any such security and the registration of the
security permitting sale. During any such period, the price of
the securities will be subject to market fluctuations. However,
if a substantial market of qualified institutional buyers
develops
pursuant to Rule 144A under the Securities Act of 1933, as
amended, for certain unregistered securities held by the Fund,
the
Fund intends to treat such 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
Manager to monitor carefully the Fund's investments in such
securities with particular regard to trading activity,
availability of reliable price information and other relevant
information. To the extent that, for a period of time, qualified
institutional buyers cease purchasing restricted securities
pursuant to Rule 144A, the Fund's investing in such securities
may
have the effect of increasing the level of illiquidity in the
Fund's portfolio during such period.
MANAGEMENT POLICIES
The Fund engages, except as noted, 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 Manager expects 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 Manager
expects 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 Manager expects 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
Manager believes 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 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.
INVESTMENT RESTRICTIONS
The Fund has adopted investment restrictions
numbered 1 through 10 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 11 through 15 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 5% of its assets in the
obligations of any single issuer, except that up to 25% of the
value of the Fund's total assets may be invested, and securities
issued or guaranteed by the U.S. Government, or its agencies or
instrumentalities may be purchased, without regard to any such
limitation.
2. Hold more than 10% of the outstanding voting
securities of any single issuer. This Investment Restriction
applies only with respect to 75% of the Fund's total assets.
3. Invest less than 25% of the value of its total
assets in shares of other open-end registered investment
companies
or invest more than 25% of the value of its total assets in the
securities of issuers in any other industry (which includes the
securities of underlying mutual funds that invest more than 25%
of
their assets in the same industry), provided that, through its
investments in other mutual funds, the Fund may invest indirectly
more than 25% of its total assets in one industry and provided
further that there shall be no limitation on the purchase of
obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities. Notwithstanding the foregoing,
for
temporary defensive purposes the Fund may invest less than 25% of
its total assets in shares of other open-end registered
investment companies.
4. 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.
5. Purchase, hold or deal in real estate, or oil,
gas or other mineral leases or exploration or development
programs, but the Fund may purchase and sell securities that are
secured by real estate or issued by companies that invest or deal
in real estate or real estate investment trusts.
6. Borrow money, except to the extent permitted
under the 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.
7. Make loans to others, except through the
purchase of debt obligations and the entry into repurchase
agreements.
8. Act as an underwriter of securities of other
issuers, except to the extent the Fund may be deemed an under-
writer under the Securities Act of 1933, as amended, by virtue of
disposing of portfolio securities.
9. Issue any senior security (as such term is
defined in Section 18(f) of the Act), except to the extent the
activities permitted in Investment Restriction Nos. 4, 6, 13 and
14 may be deemed to give rise to a senior security.
10. Purchase securities on margin, but the 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.
11. Purchase securities of any company having
less
than three years' continuous operations (including operations of
any predecessor) if such purchase would cause the value of the
Fund's investments in all such companies to exceed 5% of the
value
of its total assets.
12. Invest in the securities of a company for the
purpose of exercising management or control, but, except with
respect to shares of the underlying funds in its portfolio, the
Fund will vote the securities it owns in its portfolio as a
shareholder in accordance with its views.
13. Pledge, mortgage or hypothecate its assets,
except to the extent necessary to secure permitted borrowings and
to the extent related to the purchase of securities on a when-
issued or forward commitment basis and the deposit of assets in
escrow in connection with writing covered put and call options
and
collateral and initial or variation margin arrangements with
respect to options, forward contracts, futures contracts,
including those relating to indexes, and options on futures
contracts or indexes.
14. Purchase, sell or write puts, calls or
combinations thereof, except as described in the Fund's
Prospectus
and Statement of Additional Information.
15. Enter into repurchase agreements providing
for
settlement in more than seven days after notice or purchase
securities which are illiquid, if, in the aggregate, more than
15% of the value of the Fund's net assets would be so invested.
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 the Fund's shares in the state
involved.
MANAGEMENT OF THE FUND
Directors and officers of the Fund, together with
information as to their principal business occupations during at
least the last five years, are shown below.
DIRECTORS OF THE FUND
[TO BE INSERTED]
For so long as the Fund's plan described in the
section captioned "Shareholder Services Plan" remains 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
MARIE E. CONNOLLY, President and Treasurer. President and
Chief Operating Officer of the Distributor and an
officer of other investment companies advised or
administered by the Manager.
JOHN E. PELLETIER, Secretary. General Counsel of the
Distributor and an officer of other investment companies
advised or administered by the Manager.
JOSEPH F. TOWER, III, Assistant Treasurer. Senior Vice
President, Treasurer and Chief Financial Officer of the
Distributor and an officer of other investment companies
advised or administered by the Manager.
FREDERICK C. DEY, Assistant Treasurer. Senior Vice President
of the Distributor and an officer of other investment
companies advised or administered by the Manager.
ERIC B. FISCHMAN, Assistant Secretary. Associate General
Counsel of the Distributor and an officer of other
investment companies advised or administered by the
Manager.
RUTH LIEBERT, Assistant Secretary. Assistant Vice President
of the Distributor and an officer of other investment
companies advised or administered by the Manager.
The address of each officer of the Fund is One
Exchange Place, Boston, Massachusetts 02109.
MANAGEMENT AGREEMENT
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"Management of the Fund."
The Manager provides management services pursuant to the
Management Agreement (the "Agreement") dated _____________, 1994
with the Fund, which 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 Directors who are not "interested persons" (as
defined in the Act) of the Fund or the Manager, by vote cast in
person at a meeting called for the purpose of voting on such
approval. The Agreement is terminable without penalty, on 60
days' notice, by the Fund's Board of Directors or by vote of the
holders of a majority of the Fund's shares, or, upon not less
than 90 days' notice, by the Manager. The Agreement will
terminate automatically in the event of its assignment (as
defined in the Act).
The following persons are officers and/or directors of the
Manager: [to come].
The Manager manages the Fund's portfolio of investments in
accordance with the stated policies of the Fund, subject to the
approval of the Fund's Board of Directors. The Manager is
responsible for investment decisions, and provides the Fund with
Portfolio Managers who are authorized by the Board of Directors
to
execute purchases and sales of securities. The Fund's Portfolio
Managers are Ernest G. Wiggins, Jr. and ________________. The
Manager also maintains a research department with a professional
staff of portfolio managers and securities analysts who provide
research services for the Fund as well as for other funds advised
by the Manager. All purchases and sales are reported for the
Directors' review at the meeting subsequent to such transactions.
All expenses incurred in the operation of the Fund are borne
by the Fund, except to the extent specifically assumed by the
Manager. The expenses borne by the Fund include: organizational
costs, taxes, interest, loan commitment fees, 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 the Manager, Securities and Exchange
Commission fees, state Blue Sky qualification fees, advisory
fees,
charges of custodians, transfer and dividend disbursing agents'
fees, certain insurance premiums, industry association fees,
outside auditing and legal expenses, costs of maintaining the
Fund's existence, costs of independent pricing services, costs
attributable to investor services (including, without limitation,
telephone and personnel expenses), costs of shareholders' reports
and corporate meetings, costs of preparing and printing certain
prospectuses and statements of additional information, and any
extraordinary expenses.
The Manager pays the salaries of all its employees,
maintains
office facilities, and furnishes statistical and research data,
clerical help, accounting, data processing, bookkeeping and
internal auditing and certain other required services. The
Manager also may make such advertising and promotional
expenditures, using its own resources, as it from time to time
deems appropriate.
The Manager has agreed that if in any fiscal year the
aggregate expenses of the Fund, exclusive of taxes, brokerage,
interest on borrowings and (with the prior written consent of the
necessary state securities commissions) extraordinary expenses,
but including the management fee, exceed the expense limitation
of
any state having jurisdiction over the Fund, the Fund may deduct
from the payment to be made to the Manager under the Agreement,
or
the Manager will bear, such excess expense to the extent required
by state law. Such deduction or payment, if any, will be
estimated daily, and reconciled and effected or paid, as the case
may be, on a monthly basis.
The aggregate of the fees payable to the Manager is not
subject to reduction as the value of the Fund's net assets
increases.
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, provided the information on
the old Account Application is still applicable.
SHAREHOLDER SERVICES PLAN
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN
CONJUNCTION WITH THE SECTION IN THE FUND'S PROSPECTUS ENTITLED
"SHAREHOLDER SERVICES PLAN."
The Fund has adopted a Shareholder Services Plan, pursuant
to
which the Fund reimburses Dreyfus Service Corporation, a wholly-
owned subsidiary of the Manager, for certain allocated expenses
of
providing personal service and/or maintainaing shareholder
accounts. 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.
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 neither "interested persons" (as defined
in the Act) of the Fund nor have any direct or indirect financial
interest in the operation of the Shareholder Services Plan, 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 who have no direct or indirect
financial interest in the operation of the Shareholder Services
Plan.
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 and reasonably believed by the
Transfer
Agent to be genuine. Ordinarily, the Fund will initiate payment
for shares redeemed pursuant to this Privilege on the next
business day after receipt if the Transfer Agent receives the
redemption request in proper form. Redemption proceeds will be
transferred by Federal Reserve wire only to the commercial bank
account specified by the investor on the Account Application or
Shareholder Services Form. Redemption proceeds, if wired, must
be
in the amount of $1,000 or more and will be wired to the
investor's account at the bank of record designated in the
investor's file at the Transfer Agent, if the investor's bank is
a member of the Federal Reserve System, or to a correspondent
bank
if the investor's bank is not a member. Fees ordinarily are
imposed by such bank and usually are borne by the investor.
Immediate notification by the correspondent bank to the
investor's
bank is necessary to avoid a delay in crediting the funds to the
investor's bank account.
Investors with access to telegraphic equipment may wire
redemption requests to the Transfer Agent by employing the
following transmittal code which may be used for domestic or
overseas transmissions:
TRANSFER AGENT'S
TRANSMITTAL CODE ANSWER BACK SIGN
144295 144295 TSSG PREP
Investors who do not have direct access to telegraphic
equipment may have the wire transmitted by contacting a TRT
Cables
operator at 1-800-654-7171, toll free. Investors should advise
the operator that the above transmittal code must be used and
should also inform the operator of the Transfer Agent's answer
back sign.
To change the commercial bank or account designated to receive
redemption proceeds, a written request must be sent to the
Transfer Agent. This request must be signed by each shareholder,
with each signature guaranteed as described below under "Stock
Certificates; Signatures."
DREYFUS TELETRANSFER PRIVILEGE. Investors should be aware
that
if they have selected the Dreyfus TELETRANSFER Privilege, any
request for a wire redemption will be effected as a Dreyfus
TELETRANSFER transaction through the Automated Clearing House
("ACH") system unless more prompt transmittal specifically is
requested. Redemption proceeds will be on deposit in the
investor's account at an ACH member bank ordinarily two business
days after receipt of the redemption request. See "Purchase of
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 of the
Fund, 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 securities are valued. If the recipient sold such
securities, brokerage charges would be incurred.
SUSPENSION OF REDEMPTIONS. The right of redemption may be
suspended or the date of payment postponed (a) during any period
when the New York Stock Exchange is closed (other than customary
weekend and holiday closings), (b) when trading in the markets
the
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 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, you must give exchange instructions to
the Transfer Agent in writing, by wire or by telephone.
Telephone
exchanges may be made 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, you authorize the Transfer Agent to act on
telephonic, telegraphic or written exchange instructions from any
person representing himself or herself to be you 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 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 SEP-IRAs with
only one participant, the minimum initial investment is $750. To
exchange shares held in Corporate Plans, 403(b)(7) Plans and IRAs
set up under a Simplified Employee Pension Plan ("SEP-IRAs") with
more than one participant, the minimum initial investment is $100
if the plan has at least $2,500 invested among the funds in the
Dreyfus Family of Funds. To exchange shares held in a Personal
Retirement Plan account, the shares exchanged must have a current
value of at least $100.
DREYFUS AUTO-EXCHANGE PRIVILEGE. Dreyfus Auto-Exchange
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 described
above under "Exchange Privilege." 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 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, ____________. 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. 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. Dreyfus Dividend Sweep allows an
investor to invest on the payment date 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 ("CDSC") and the
applicable CDSC, if any, will be imposed upon
redemption of such shares.
CORPORATE PENSION/PROFIT-SHARING AND 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.
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 investments in
shares of other open-end registered investment companies are
valued by the underlying funds at their respective net asset
values pursuant to the Act. The Fund's other 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.
Short-term investments are carried at amortized cost, which
approximates value. 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. 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 Manager. Forward currency contracts will be
valued at the current cost of offsetting the contract. 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, 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 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."
The Code provides that if a shareholder has not held his Fund
shares for more than six months (or such shorter period as the
Internal Revenue Service may prescribe by regulation) and has
received an exempt-interest dividend with respect to such shares,
any loss incurred on the sale of such shares shall be disallowed
to the extent of the exempt-interest dividend received. In
addition, any dividend or distribution paid shortly after your
purchase may have the effect of reducing the net asset value of
his shares below the cost of his investment. Such a distribution
should be a return on the investment in an economic sense
although
taxable as stated in "Dividends, Distributions and Taxes" in the
Prospectus.
Under Section 1256 of the Code, gain or loss realized by the
Fund from certain financial futures 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 futures and options as well as from closing
transactions. In addition, any such futures 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 financial
futures and options contracts may constitute "straddles."
"Straddles" are defined to include "offsetting positions" in
actively traded personal property. The tax treatment of
"straddles" is governed by Sections 1092 and 1258 of the Code,
which, in certain circumstances, overrides or modifies the
provisions of Section 1256. As such, all or a portion of any
short or long-term capital gain from certain "straddle"
transactions may be recharacterized to ordinary income.
If the Fund were treated as entering into "straddles" by
reason
of its engaging in certain futures or options transactions, such
"straddles" would be characterized as "mixed straddles" if the
futures 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" and conversion transaction rules apply to positions
established by the Fund, losses realized by the Fund will be
deferred to the extent of unrealized gain in the offsetting
position. Moreover, as a result of the "straddle" 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.
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 obligation 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
The Manager assumes general supervision over placing orders on
behalf of the Fund for the purchase or sale of investment
securities. Allocation of brokerage transactions, including
their
frequency, is made in the Manager's best judgment and in a manner
deemed fair and reasonable to shareholders. The primary
consideration is prompt execution of orders at the most favorable
net price. Subject to this consideration, the brokers selected
will include those that supplement the Manager's research
facilities with statistical data, investment information,
economic
facts and opinions. Information so received is in addition to
and
not in lieu of services required to be performed by the Manager
and the Manager's fees are not reduced as a consequence of the
receipt of such supplemental information.
Such information may be useful to the Manager in serving both
the Fund and other funds which it advises and, conversely,
supplemental information obtained by the placement of business of
other clients may be useful to the Manager in carrying out its
obligations to the Fund. Sales of Fund shares by a broker may be
taken into consideration, and brokers also will be selected
because of their ability to handle special executions such as are
involved in large block trades or broad distributions, provided
the primary consideration is met. Large block trades may, in
certain cases, result from two or more funds advised or
administered by the Manager being engaged simultaneously in the
purchase or sale of the same security. 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 ___% level for the Fund; however, in
periods
in which extraordinary market conditions prevail, the Manager
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
Manager based upon its 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 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.
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. Fund 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 LLP, 787 Seventh Avenue, New York, New York
10019, independent auditors, have been selected as auditors of
the
Fund.
<PAGE>
FINANCIAL STATEMENTS
[To be filed by Amendment]
<PAGE>
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 LLP, Independent
Auditors, dated __________, 1994*
(b) Exhibits:
(1) Articles of Incorporation*
(2) By-Laws*
(5) Form of Management Agreement*
(6) Form of Distribution Agreement*
(8) Form of Custody Agreement*
(9) Shareholder Services Plan*
(10) Opinion, including consent, of Stroock &
Stroock & Lavan*
(11) Consent of Independent Auditors*
Other Exhibit: Secretary's Certificate*
______________________
*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 to be filed as Exhibit 1
hereto 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 to be filed as Exhibit 2 hereto
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
to be filed as Exhibit 6 hereto.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
The Dreyfus Corporation ("Dreyfus") is a wholly-owned
subsidiary of Mellon Bank, N.A. and an indirect subsidiary of
Mellon Bank Corporation ("Mellon"). Dreyfus and its subsidiary
companies comprise a financial service organization whose
business
consists primarily of providing investment management services as
the investment adviser, manager and distributor for sponsored
investment companies registered under the Investment Company Act
of 1940 and as an investment adviser to institutional and
individual accounts. Dreyfus also serves as sub-investment
adviser to and/or administrator of other investment companies.
Dreyfus Service Corporation, a wholly-owned subsidiary of
Dreyfus,
serves primarily as a broker-dealer of shares of investment
companies sponsored by Dreyfus and of other investment companies
for which Dreyfus acts as investment adviser, sub-investment
adviser or administrator. Dreyfus Management, Inc., another
wholly-owned subsidiary, provides investment management services
to various pension plans, institutions and individuals.
OFFICERS AND DIRECTORS OF DREYFUS
<TABLE>
<CAPTION>
NAME AND POSITION WITH
DREYFUS OTHER BUSINESSES
<S> <C>
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:
Chairman of the Board Dreyfus Acquisition Corporation*;
and Chief Executive The Dreyfus Consumer Credit Corporation*;
Officer Dreyfus Land Development Corporation*;
Dreyfus Management, Inc.*;
Dreyfus Service Corporation*;
Chairman of the Board and Chief Executive Officer:
Major Trading Corporation*;
Director:
Avnet, Inc.**;
Dreyfus Partnership Management, Inc.*;
Dreyfus Personal Management, Inc.*;
Dreyfus Precious Metals, Inc.*;
Dreyfus Realty Advisors, Inc.+++;
Dreyfus Service Organization, Inc.*;
The Dreyfus Trust Company++;
Seven Six Seven Agency, Inc.*;
Trustee:
Corporate Property Investors
New York, New York
JULIAN M. SMERLING Director and Executive Vice President:
Vice Chairman of the Dreyfus Service Corporation*;
Board of Directors Director and Vice President:
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 and President:
and Director Dreyfus Acquisition Corporation*;
The Dreyfus Consumer Credit Corporation*;
Dreyfus Partnership Management, Inc.*;
The Dreyfus Trust Company (N.J.)++;
Director and Executive Vice President:
Dreyfus Service Corporation*;
Director and Vice President:
Dreyfus Service Organization, Inc.*;
Director:
Dreyfus Management, Inc.*;
Dreyfus Personal Management, Inc.*;
Noel Group, Inc.
667 Madison Avenue
New York, New York 10021;
Trustee:
Bucknell University
Lewisburg, Pennsylvania 17837;
Vice President and former Treasurer and
Director:
National Muscular Dystrophy Association
810 Seventh Avenue
New York, New York 10019;
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 Service Organization, Inc.*;
Director:
Dreyfus-Lincoln, Inc.*;
Dreyfus Management, Inc.*;
Dreyfus Precious Metals, Inc.*;
Dreyfus Thrift & Commerce+++;
The Dreyfus Trust Company (N.J.)++;
Seven Six Seven Agency, Inc.*
ROBERT F. DUBUSS Director and Treasurer:
Vice President Major Trading Corporation*;
Director and Vice President:
The Dreyfus Consumer Credit Corporation*;
The Truepenny Corporation*;
Treasurer:
Dreyfus Management, Inc.*;
Dreyfus Precious Metals, Inc.*;
Dreyfus Service Corporation*;
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*;
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*
ELIE M. GENADRY President:
Vice President- Institutional Services Division of
Institutional Sales Dreyfus Service Corporation*;
Broker-Dealer Division of Dreyfus Service Corporation*;
Group Retirement Plans Division of Dreyfus Service Corporation;
Executive Vice President:
Dreyfus Service Corporation*;
Dreyfus Service Organization, Inc.*;
Vice President:
The Dreyfus Trust Company++;
Vice President-Sales:
The Dreyfus Trust Company (N.J.)++
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:
The Dreyfus Trust Company++;
Secretary:
Seven Six Seven Agency, Inc.*
PETER A. SANTORIELLO Director and President:
Vice President Dreyfus Management, Inc.*;
Vice President:
Dreyfus Personal Management, Inc.*
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 Formerly, Assistant Commissioner:
Assistant Vice President- Department of Parks and Recreation of the
Human Resources City of New York
830 Fifth Avenue
New York, New York l0022
MAURICE BENDRIHEM Treasurer:
Controller Dreyfus Partnership Management, Inc.*;
Dreyfus Service Organization, Inc.*;
Seven Six Seven Agency, Inc.*;
The Truepenny Corporation*;
Controller:
Dreyfus Acquisition Corporation*;
The Dreyfus Trust Company++;
The Dreyfus 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 Assistant Secretary:
Secretary and Deputy Dreyfus Service Organization, Inc.*;
General Counsel Major Trading Corporation*;
The Truepenny Corporation*
CHRISTINE PAVALOS Assistant Secretary:
Assistant Secretary The Truepenny Corporation*
* The address of the business so indicated is 200 Park
Avenue, New York, New York 10166.
** The address of the business so indicated is 80 Cutter
Mill Road, Great Neck, New York 11021.
*** The address of the business so indicated is Five Triad
Center, Salt Lake City, Utah 84180.
+ The address of the business so indicated is Atrium
Building, 80 Route 4 East, Paramus, New Jersey 07652.
++ The address of the business so indicated is 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144.
+++ The address of the business so indicated is One
Rockefeller Plaza, New York, New York 10020.
</TABLE>
<PAGE>
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 International Recovery Fund, Inc.
36. Dreyfus Investors GNMA Fund
37. The Dreyfus Leverage Fund, Inc.
38. Dreyfus Life and Annuity Index Fund, Inc.
39. Dreyfus Liquid Assets, Inc.
40. Dreyfus Massachusetts Intermediate Municipal Bond
Fund
41. Dreyfus Massachusetts Municipal Money Market Fund
42. Dreyfus Massachusetts Tax Exempt Bond Fund
43. Dreyfus Michigan Municipal Money Market Fund, Inc.
44. Dreyfus Money Market Instruments, Inc.
45. Dreyfus Municipal Bond Fund, Inc.
46. Dreyfus Municipal Cash Management Plus
47. Dreyfus Municipal Money Market Fund, Inc.
48. Dreyfus New Jersey Intermediate Municipal Bond Fund
49. Dreyfus New Jersey Municipal Bond Fund, Inc.
50. Dreyfus New Jersey Municipal Money Market Fund, Inc.
51. Dreyfus New Leaders Fund, Inc.
52. Dreyfus New York Insured Tax Exempt Bond Fund
53. Dreyfus New York Municipal Cash Management
54. Dreyfus New York Tax Exempt Bond Fund, Inc.
55. Dreyfus New York Tax Exempt Intermediate Bond Fund
56. Dreyfus New York Tax Exempt Money Market Fund
57. Dreyfus Ohio Municipal Money Market Fund, Inc.
58. Dreyfus 100% U.S. Treasury Intermediate Term Fund
59. Dreyfus 100% U.S. Treasury Long Term Fund
60. Dreyfus 100% U.S. Treasury Money Market Fund
61. Dreyfus 100% U.S. Treasury Short Term Fund
62. Dreyfus Pennsylvania Intermediate Municipal Bond
Fund
63. Dreyfus Pennsylvania Municipal Money Market Fund
64. Dreyfus Short-Intermediate Government Fund
65. Dreyfus Short-Intermediate Municipal Bond Fund
66. Dreyfus Short-Term Income Fund, Inc.
67. The Dreyfus Socially Responsible Growth Fund, Inc.
68. Dreyfus Strategic Growth, L.P.
69. Dreyfus Strategic Income
70. Dreyfus Strategic Investing
71. Dreyfus Tax Exempt Cash Management
72. The Dreyfus Third Century Fund, Inc.
73. Dreyfus Treasury Cash Management
74. Dreyfus Treasury Prime Cash Management
75. Dreyfus Variable Investment Fund
76. Dreyfus-Wilshire Target Funds, Inc.
77. Dreyfus Worldwide Dollar Money Market Fund, Inc.
78. First Prairie Cash Management
79. First Prairie Diversified Asset Fund
80. First Prairie Money Market Fund
81. First Prairie Municipal Money Market Fund
82. First Prairie Tax Exempt Bond Fund, Inc.
83. First Prairie U.S. Government Income Fund
84. First Prairie U.S. Treasury Securities
Cash Management
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>
<CAPTION>
POSITIONS AND OFFICES POSITIONS AND
NAME AND PRINCIPAL WITH PREMIER MUTUAL OFFICES WITH
BUSINESS ADDRESS FUND SERVICES, INC. REGISTRANT
<S> <C> <C>
Marie E. Connolly* President and Chief President and
Operating Officer Treasurer
Joseph F. Tower III* Treasurer and Chief Assistant
Financial Officer Treasurer
John E. Pelletier* Senior Vice President-- Secretary
General Counsel/Secretary
and Clerk
Jean M. O'Leary* Assistant Secretary and None
Clerk
_______________
* The address of the officers so indicated is One Exchange Place, Boston, Massachusetts 02109.
</TABLE>
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
(1) to file a post-effective amendment, using
financial statements which need not be certified,
within four to six months from the effective date
of Registrant's 1933 Act Registration Statement.
(2) to call a meeting of shareholders for the purpose
of voting upon the question of removal of a
director or directors when requested in writing
to do so by the holders of at least 10% of the
Registrant's outstanding shares of common stock
and in connection with such meeting to comply
with the provisions of Section 16(c) of the
Investment Company Act of 1940 relating to
shareholder communications.
(3) to furnish each person to whom a proxpectus is
delivered with a copy of its latest annual report
to shareholders, upon request and without charge.
<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 26th day of August, 1994.
DREYFUS OMNI FUND, INC.
(Registrant)
By: /s/ Marie E. Connolly
Marie E. Connolly, 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.
/S/ MARIE E. CONNOLLY
Marie E. Connolly Principal Executive August 26, 1994
Officer and Chief
Financial and
Accounting Officer
/S/ ERIC B. FISCHMAN
Eric B. Fischman Director August 26, 1994
