This Statement of Additional Information, which is not a prospectus, supplements and should be read in conjunction with the Prospectus/Proxy Statement dated December __, 2006 relating specifically to the proposed transfer of all of the assets and liabilities of Dreyfus Premier Value Fund (the "Fund"), a series of Dreyfus Premier Value Equity Funds (the "Trust"), in exchange for Class A, Class B, Class C, Class R and Class T shares of Dreyfus Premier Strategic Value Fund (the "Acquiring Fund"), a series of Advantage Funds, Inc. (the "Company"). The transfer is to occur pursuant to an Agreement and Plan of Reorganization. This Statement of Additional Information consists of this cover page and the following documents attached hereto:
The Acquiring Fund's Statement of Additional Information, and the financial statements included in the Acquiring Fund's Annual Report and the Fund's Annual Report and Semi-Annual Report, are incorporated herein by reference. The Prospectus/Proxy Statement dated December __, 2006 may be obtained by writing to the Fund or the Acquiring Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144.
The Acquiring Fund's Statement of Additional Information dated January 1, 2006 is incorporated herein by reference to the Company's Post-Effective Amendment No. 65 to its Registration Statement on Form N-1A, filed December 28, 2006 (File No. 33-51061). The financial statements of the Acquiring Fund are incorporated herein by reference to its Annual Report for its fiscal year ended August 31, 2006, filed October 27, 2006.
The Fund's Statement of Additional Information dated March 1, 2006 is incorporated herein by reference to the Trust's Post-Effective Amendment No. 32 to its Registration Statement on Form N-1A, filed February 28, 2006 (File No. 33-06013). The financial statements of the Fund are incorporated herein by reference to its Annual Report for its fiscal year ended October 31, 2005, filed December 28, 2005.
Pro Forma STATEMENT OF INVESTMENTS (Unaudited)
Dreyfus Premier Strategic Value Fund
August 31, 2006 Shares Value ($)
----------------------------------------------------------------------------------------
Dreyfus Premier Dreyfus Proforma Dreyfus Premier Dreyfus Proforma
Strategic Premier Combined Strategic Premier Combined
Value Fund Value Fund (*) Value Fund Value Fund (*)
Common Stocks--99.3%
- ---------------------------------------------------------------------------------------------------------------------------------
Banking--10.8%
Countrywide Financial 25,300 11,100 36,400 855,140 375,180 1,230,320
Freddie Mac 69,400 31,000 100,400 4,413,840 1,971,600 6,385,440
MGIC Investment 46,000 20,300 66,300 2,662,020 1,174,761 3,836,781
PMI Group 109,500 46,200 155,700 4,734,780 1,997,688 6,732,468
PNC Financial Services Group 36,800 16,500 53,300 2,605,072 1,168,035 3,773,107
SunTrust Banks 33,800 14,600 48,400 2,582,320 1,115,440 3,697,760
U.S. Bancorp 98,300 42,900 141,200 3,152,481 1,375,803 4,528,284
Wachovia 108,000 47,500 155,500 5,900,040 2,594,925 8,494,965
Washington Mutual 78,700 36,200 114,900 3,296,743 1,516,418 4,813,161
30,202,436 13,289,850 43,492,286
Consumer Discretionary--10.7%
Clear Channel Communications 159,000 73,100 232,100 4,617,360 2,122,824 6,740,184
CSK Auto 30,500 a 14,100 a 44,600 349,835 161,727 511,562
Gap 171,300 75,800 247,100 2,879,553 1,274,198 4,153,751
Johnson Controls 45,000 20,400 65,400 3,236,850 1,467,372 4,704,222
Liberty Global, Ser. C 82,814 a 38,073 a 120,887 1,911,347 878,725 2,790,072
Limited Brands 54,300 24,100 78,400 1,397,139 620,093 2,017,232
Marriott International, Cl. A 37,600 16,700 54,300 1,416,016 628,922 2,044,938
McDonald's 117,500 50,700 168,200 4,218,250 1,820,130 6,038,380
News, Cl. A 107,400 42,200 149,600 2,043,822 803,066 2,846,888
NIKE, Cl. B 13,300 5,800 19,100 1,074,108 468,408 1,542,516
Omnicom Group 49,500 19,800 69,300 4,327,290 1,730,916 6,058,206
OSI Restaurant Partners 30,600 13,700 44,300 947,682 424,289 1,371,971
Polo Ralph Lauren 18,400 6,500 24,900 1,085,416 383,435 1,468,851
Wyndham Worldwide 15,820 a 7,260 a 23,080 462,893 212,428 675,321
29,967,561 12,996,533 42,964,094
Consumer Staples--6.8%
Altria Group 87,100 41,100 128,200 7,275,463 3,433,083 10,708,546
Colgate-Palmolive 47,100 19,700 66,800 2,819,406 1,179,242 3,998,648
Dean Foods 63,300 a 27,500 a 90,800 2,507,946 1,089,550 3,597,496
Kraft Foods, Cl. A 42,000 18,300 60,300 1,424,220 620,553 2,044,773
Procter & Gamble 83,900 30,100 114,000 5,193,410 1,863,190 7,056,600
19,220,445 8,185,618 27,406,063
Energy--9.9%
Cameron International 31,400 a 14,400 a 45,800 1,504,374 689,904 2,194,278
Chesapeake Energy 68,700 30,000 98,700 2,168,859 947,100 3,115,959
Chevron 100,678 43,500 144,178 6,483,663 2,801,400 9,285,063
ConocoPhillips 108,200 49,900 158,100 6,863,126 3,165,157 10,028,283
Exxon Mobil 54,240 17,600 71,840 3,670,421 1,190,992 4,861,413
Halliburton 43,900 18,900 62,800 1,432,018 616,518 2,048,536
Marathon Oil 30,800 13,100 43,900 2,571,800 1,093,850 3,665,650
Noble Energy 27,800 12,100 39,900 1,373,876 597,982 1,971,858
Valero Energy 34,700 15,100 49,800 1,991,780 866,740 2,858,520
28,059,917 11,969,643 40,029,560
Financial--19.0%
American International Group 63,829 28,727 92,556 4,073,567 1,833,357 5,906,924
AON 59,800 26,000 85,800 2,067,286 898,820 2,966,106
Bank of New York 67,900 30,900 98,800 2,291,625 1,042,875 3,334,500
Capital One Financial 70,700 32,100 102,800 5,168,170 2,346,510 7,514,680
Chubb 115,100 48,300 163,400 5,773,416 2,422,728 8,196,144
Citigroup 53,514 53,514 2,640,916 2,640,916
Genworth Financial, Cl. A 116,500 53,170 169,670 4,011,095 1,830,643 5,841,738
Goldman Sachs Group 9,100 3,800 12,900 1,352,715 564,870 1,917,585
Janus Capital Group 69,500 31,100 100,600 1,235,710 552,958 1,788,668
JPMorgan Chase & Co. 223,876 94,872 318,748 10,222,178 4,331,855 14,554,033
Lincoln National 46,800 15,200 62,000 2,840,760 922,640 3,763,400
MBIA 23,200 10,000 33,200 1,429,816 616,300 2,046,116
Merrill Lynch & Co. 72,400 32,300 104,700 5,323,572 2,375,019 7,698,591
MetLife 25,600 11,900 37,500 1,408,768 654,857 2,063,625
Morgan Stanley 37,600 17,300 54,900 2,473,704 1,138,167 3,611,871
Realogy 19,775 a 9,100 a 28,875 423,185 194,740 617,925
UnumProvident 79,400 36,600 116,000 1,504,630 693,570 2,198,200
54,241,113 22,419,909 76,661,022
Health Care--10.2%
Abbott Laboratories 60,000 28,300 88,300 2,922,000 1,378,210 4,300,210
Advanced Medical Optics 29,300 a 12,800 a 42,100 1,410,795 616,320 2,027,115
Amgen 23,600 a 8,600 a 32,200 1,603,148 584,198 2,187,346
Baxter International 32,900 14,300 47,200 1,460,102 634,634 2,094,736
Cephalon 22,100 a 10,000 a 32,100 1,260,142 570,200 1,830,342
Pfizer 285,000 127,900 412,900 7,854,600 3,524,924 11,379,524
Quest Diagnostics 25,000 11,500 36,500 1,607,000 739,220 2,346,220
Thermo Electron 87,600 a 32,300 a 119,900 3,433,920 1,266,160 4,700,080
WellPoint 40,900 a 17,500 a 58,400 3,166,069 1,354,675 4,520,744
Wyeth 81,400 37,200 118,600 3,964,180 1,811,640 5,775,820
28,681,956 12,480,181 41,162,137
Industrial--7.8%
3M 39,700 17,000 56,700 2,846,490 1,218,900 4,065,390
Avery Dennison 23,400 9,900 33,300 1,449,396 613,206 2,062,602
Eaton 12,900 12,900 857,850 857,850
Emerson Electric 25,200 11,200 36,400 2,070,180 920,080 2,990,260
Empresa Brasileira de
Aeronautica, ADR 26,320 11,700 38,020 1,015,952 451,620 1,467,572
GATX 32,700 14,600 47,300 1,213,497 541,806 1,755,303
Lockheed Martin 17,700 7,900 25,600 1,462,020 652,540 2,114,560
Mueller Water Products, Cl. A 28,860 13,260 42,120 490,620 225,420 716,040
Navistar International 83,500 a 35,600 a 119,100 1,915,490 816,664 2,732,154
Tyco International 78,500 45,600 124,100 2,052,775 1,192,440 3,245,215
Union Pacific 35,500 15,200 50,700 2,852,425 1,221,320 4,073,745
United Technologies 23,300 8,900 32,200 1,461,143 558,119 2,019,262
US Airways Group 51,800 a 23,300 a 75,100 2,188,550 984,425 3,172,975
21,876,388 9,396,540 31,272,928
Information Technology--11.5%
Accenture, Cl. A 53,600 19,700 73,300 1,589,776 584,302 2,174,078
Automatic Data Processing 59,100 25,100 84,200 2,789,520 1,184,720 3,974,240
Cisco Systems 301,800 a 131,000 a 432,800 6,636,582 2,880,690 9,517,272
Fiserv 44,100 a 13,300 a 57,400 1,947,897 587,461 2,535,358
Hewlett-Packard 121,700 53,200 174,900 4,449,352 1,944,992 6,394,344
Intel 144,500 61,800 206,300 2,823,530 1,207,572 4,031,102
International Business Machines 17,900 7,800 25,700 1,449,363 631,566 2,080,929
Microsoft 157,700 65,400 223,100 4,051,313 1,680,126 5,731,439
NCR 70,600 a 29,600 a 100,200 2,456,174 1,029,784 3,485,958
Sun Microsystems 568,400 a 247,500 a 815,900 2,836,316 1,235,025 4,071,341
Take-Two Interactive Software 80,300 a 35,700 a 116,000 979,660 435,540 1,415,200
Tellabs 67,500 a 29,100 a 96,600 687,825 296,529 984,354
32,697,308 13,698,307 46,395,615
Materials--3.6%
Air Products & Chemicals 20,300 9,500 29,800 1,345,687 629,755 1,975,442
Alcoa 28,200 11,800 40,000 806,238 337,362 1,143,600
Martin Marietta Materials 52,600 23,000 75,600 4,332,136 1,894,280 6,226,416
Mosaic 80,400 a 35,500 a 115,900 1,305,696 576,520 1,882,216
Phelps Dodge 8,700 3,700 12,400 778,650 331,150 1,109,800
Smurfit-Stone Container 128,300 a 57,200 a 185,500 1,461,337 651,508 2,112,845
10,029,744 4,420,575 14,450,319
Telecommunication Services--5.3%
Alltel 19,600 8,800 28,400 1,062,516 477,048 1,539,564
AT & T 335,900 153,000 488,900 10,456,567 4,762,890 15,219,457
BellSouth 62,000 28,300 90,300 2,524,640 1,152,376 3,677,016
Windstream 54,251 23,208 77,459 716,113 306,346 1,022,459
14,759,836 6,698,660 21,458,496
Utilities--3.7%
Constellation Energy Group 25,000 11,300 36,300 1,502,250 679,017 2,181,267
Entergy 18,100 8,400 26,500 1,405,465 652,260 2,057,725
Exelon 34,100 15,700 49,800 2,079,418 957,386 3,036,804
NRG Energy 105,500 a 45,300 a 150,800 5,342,520 2,293,992 7,636,512
10,329,653 4,582,655 14,912,308
Total Common Stocks
(cost $244,971,850 and $104,425,814 respectively) 280,066,357 120,138,471 400,204,828
Other Investment--.7%
Registered Investment Company;
Dreyfus Institutional Preferred
Plus Money Market Fund
(cost $1,470,000 and
$1,511,000 respectively) 1,470,000 b 1,511,000 b 2,981,000 1,470,000 1,511,000 2,981,000
Total Investments --100.0%
(cost $246,441,850 and $105,936,814 respectively) 281,536,357 121,649,471 403,185,828
ADR - American Depository Receipts
* Management does not anticipate having to sell any securities as a result of the Exchange.
a Non-income producing security.
b Investment in affiliated money market mutual fund.
Pro Forma Statement of Assets and Liabilities (Unaudited)
August 31, 2006 (Unaudited)
Dreyfus
Premier Strategic
Value Fund
Dreyfus Pro Forma
Dreyfus Premier Strategic Combined
Premier Value Fund Value Fund Adjustments** (Note 1)
------------------ ----------------- ------------- -----------------
ASSETS: Investments in securities,
at value - See Statement
of Investments *
Unaffiliated issuers $ 120,138,471 $ 280,066,357 $ 400,204,828
Affiliated issuers 1,511,000 1,470,000 2,981,000
Cash 5,533 - 5,533
Receivable for investment securities sold 342,748 6,269,068 6,611,816
Dividends and interest receivable 203,214 498,980 702,194
Receivable for shares of Common
Stock subscribed 377 278,311 278,688
Prepaid expenses 35,396 37,466 72,862
--------------- -------------- ------------- ---------------
Total Assets 122,236,739 288,620,182 410,856,921
--------------- -------------- ------------- ---------------
LIABILITIES:
Due to the Dreyfus Corporation and
affiliates $ 120,961 $ 290,338 411,299
Payable for investment securities
purchased 559,936 3,710,371 4,270,307
Payable for shares of Common Stock
redeemed 19,936 106,741 126,677
Cash overdraft due to Custodian - 47,130 47,130
Accrued expenses 58,380 143,592 201,972
--------------- -------------- ------------- ---------------
Total Liabilities 759,213 4,298,172 5,057,385
--------------- -------------- ------------- ---------------
NET ASSETS $ 121,477,526 284,322,010 $ 405,799,536
=============== ============== ============= ===============
REPRESENTED BY:
Paid-in capital $ 92,559,159 $ 236,088,337 $ 328,647,496
Accumulated undistributed
investment income-net 694,087 1,472,850 2,166,937
Accumulated net realized gain
(loss) on investments 12,511,624 11,666,315 24,177,939
Accumulated net unrealized
appreciation (depreciation)
on investments 15,712,656 35,094,508 50,807,164
--------------- -------------- ---------------
NET ASSETS $ 121,477,526 $ 284,322,010 $ 405,799,536
=============== ============== ===============
Class A Shares (Unlimited and 100 million respectively,
$.001 par value shares authorized)
Net Assets $ 116,111,933 $ 242,377,184 $ 358,489,117
Shares outstanding 5,962,387 7,881,824 (2,187,178) 11,657,033
Net asset value, and redemption
price per share $ 19.47 $ 30.75 $ 30.75
=============== ============== ===============
Maximum offering price per share (net asset value
plus maximum sales charge) $ 20.66 $ 32.63 $ 32.63
=============== ============== ===============
Class B Shares (Unlimited and 100 million respectively,
$.001 par value shares authorized)
Net Assets $ 4,169,865 $ 14,213,088 $ 18,382,953
Shares outstanding 228,744 479,796 (87,961) 620,579
Net asset value, offering price and redemption
price per share $ 18.23 $ 29.62 $ 29.62
=============== ============== ===============
Class C Shares (Unlimited and 100 million respectively,
$.001 par value shares authorized)
Net Assets $ 953,223 $ 21,669,110 $ 22,622,333
Shares outstanding 53,213 730,953 (21,070) 763,096
Net asset value, offering price and redemption
price per share $ 17.91 $ 29.65 $ 29.65
=============== ============== ===============
Class R Shares (Unlimited and 100 million respectively,
$.001 par value shares authorized)
Net Assets $ 39,750 $ 1,826,377 $ 1,866,127
Shares outstanding 2,104 59,328 (813) 60,619
Net asset value, offering price and redemption
price per share $ 18.89 $ 30.78 $ 30.78
=============== ============== ===============
Class T Shares (Unlimited and 100 million respectively,
$.001 par value shares authorized)
Net Assets $ 202,755 $ 4,236,251 $ 4,439,006
Shares outstanding 10,754 140,994 (4,008) 147,740
Net asset value, offering price and redemption
price per share $ 18.85 $ 30.05 $ 30.05
=============== ============== ===============
Maximum offering price per share (net asset value
plus maximum sales charge) $ 19.74 $ 31.47 $ 31.47
=============== ============== ===============
* Investments in securities, at cost
Unaffiliated issuers $ 1,511,00 $ 1,470,000 $ 2,981,000
=============== ============== ===============
Affiliated issuers $104,425,814 $244,971,849 $ 349,397,663
=============== ============== ===============
**Adjustment to reflect the exchange of shares outstanding from Dreyfus Premier
Value Fund to Dreyfus Premier Strategic Value Fund.
See notes to unaudited pro forma financial statements.
Pro Forma Statement of Operations
For the Twelve Months Ended August 31, 2006 (Unaudited)
Dreyfus
Premier
Strategic
Dreyfus Value Fund
Dreyfus Premier Pro Forma
Premier Strategic Combined
Value Fund Value Fund Adjustments (a) (Note 1)
-------------- --------------- ---------------- --------------
INVESTMENT INCOME:
INCOME: Cash Dividends (net of $1,092 and $2,146
foreign taxes
withheld at source)
Unaffiliated issuers $ 2,311,662 $ 4,501,517 $ 6,813,179
Affiliated issuers 8,881 63,084 71,965
Interest 6,784 78,330 85,114
Income on securities lending 3,574 5,329 8,903
------------ ----------- ------------- ------------
Total Income 2,330,901 4,648,260 6,979,161
------------ ----------- ------------- ------------
EXPENSES: Management fee 924,765 1,848,650 2,773,415
Shareholder servicing costs 408,846 903,932 1,312,778
Distribution fees 45,577 222,490 268,067
Registration fees 53,997 67,008 (50,000)(b) 71,005
Prospectus and shareholders' reports 42,418 65,603 (5,000)(b) 103,021
Custodian fees 19,133 25,362 44,495
Professional fees 18,578 18,578 (35,000)(b) 36,371
Directors' fees and expenses 13,645 6,974 (5,000)(b) 15,619
Loan Commitment fees 697 1,746 2,443
Interest expense 4,031 621 4,652
Miscellaneous 9,998 12,116 (1,500)(b) 20,604
------------ ----------- ------------- ------------
Total Expenses 1,575,890 3,173,080 (96,500) 4,652,470
------------ ----------- ------------- ------------
INVESTMENT INCOME - NET 755,011 1,475,180 96,500 2,326,691
------------ ----------- ------------- ------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on investments 15,144,428 15,873,451 31,017,879
Net unrealized appreciation (depreciation) on
investments (719,119) 11,864,749 11,145,630
------------ ----------- ------------- ------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS 14,425,309 27,738,200 42,163,509
------------ ----------- ------------- ------------
NET INCREASE (DECREASE) IN NET ASSETS RESULTING
FROM OPERATIONS ($): $ 15,180,320 $29,213,380 $ 96,500 $ 44,490,200
============ ============ ============ =============
(a) Merger related expenses are excluded.
(b) Reflects the adjustment of expenses to be commensurate with those of the combined fund.
See notes to unaudited pro forma financial statements.
Dreyfus Premier Strategic Value Fund
NOTES TO PRO FORMA FINANCIAL STATEMENTS (Unaudited)
NOTE 1 — Basis of Combination:
At special meetings of the Board held on December 5, 2006 and November 8, 2006, the Board of Trustees/Directors of Dreyfus Premier Value Equity Funds and Advantage Funds, Inc., each approved an Agreement and Plan of Reorganization pursuant to which, subject to approval by the shareholders of Dreyfus Premier Value Fund (the “Fund”), the Fund will transfer all of its assets, subject to its liabilities, to Dreyfus Premier Strategic Value Fund (the “Acquiring Fund”), a series of Advantage Funds, Inc. Fund shares will be exchanged for a number of shares of the Acquiring Fund equal in value to the assets less liabilities of the Fund (the “Exchange”). Shares of the Acquiring Fund then will be distributed to the Fund shareholders on a pro rata basis in liquidation of the Fund.
The Exchange will be accounted for as a tax-free merger of investment companies. The unaudited pro forma statement of investments and statement of assets and liabilities reflect the financial position of the Acquiring Fund and the Fund at August 31, 2006. The unaudited pro forma statement of operations reflects the results of operations of the Acquiring Fund and the Fund for the twelve months ended August 31, 2006. These statements have been derived from the Fund’s and the Acquiring Fund’s respective books and records utilized in calculating daily net asset value at the dates indicated above under accounting principles generally accepted in the United States. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets. The historical cost of investment securities will be carried forward to the surviving entity and results of operations of the Acquiring Fund for pre-combination periods will not be restated. The fiscal year ends are August 31 for the Acquiring Fund and October 31 for the Fund.
The pro forma statements of investments, assets and liabilities and operations should be read in conjunction with the historical financial statements of the Fund and the Acquiring Fund included or incorporated by reference in the respective Statements of Additional Information. The pro forma combined financial statements are presented for information only and may not necessarily be representative of what the actual combined financial statements would have been had the reorganization occurred at August 31, 2006. The fund’s pro forma financial statements were prepared in accordance with accounting principles generally accepted in the United States, which may require the use of management estimates and assumptions. Actual results could differ from those estimates. Following the proposed merger, the Acquiring Fund will be the accounting survivor.
All costs with respect to the Exchange will be borne by The Dreyfus Corporation.
The funds enter into contracts that contain a variety of indemnifications. The funds’ maximum exposure under these arrangements is unknown. The funds do not anticipate recognizing any loss related to these arrangements.
NOTE 2 — Portfolio Valuation:
Investments in securities (including financial futures) are valued at the last sales price on the securities exchange on which such securities are primarily traded or at the last sales price on the national securities market. Securities not listed on an exchange or the national securities market, or securities for which there were no transactions, are valued at the average of the most recent bid and asked prices. Bid price is used when no asked price is available. Securities for which there are no such valuations are valued at fair value as determined in good faith under the direction of the Board.
NOTE 3 — Capital Shares:
The pro forma number of shares that would be issuable was calculated by dividing the net assets of the Fund at August 31, 2006 by Class A, Class B, Class C, Class R and Class T shares net asset value per share of the Acquiring Fund on August 31, 2006.
NOTE 4 — Pro Forma Operating Expenses:
The accompanying pro forma statement of operations reflects changes in fund expenses as if the Exchange had taken place on September 1, 2005.
NOTE 5 — Federal Income Taxes:
Each fund has elected to be taxed as a “regulated investment company” under the Internal Revenue Code. After the Exchange, the Acquiring Fund intends to continue to qualify as a regulated investment company, if such qualification is in the best interests of its shareholders, by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of taxable income sufficient to relieve it from all, or substantially all, federal income taxes.
The identified cost of investments for the funds is substantially the same for both financial accounting and federal income tax purposes. The tax cost of investments will remain unchanged for the combined entity.
ADVANTAGE FUNDS, INC.
PART C
OTHER INFORMATION
| Item 15 | Indemnification.
The response to this item is incorporated by reference to Item 25 of Part C of Post-Effective Amendment No. 20 to the Registrant's Registration Statement on Form N-1A (File No. 33-51061) (the "Registration Statement"), filed on December 17, 1998. |
| (1)(a) | Registrant's Articles of Incorporation and Articles of Amendment are incorporated by reference to Exhibit (1) of Pre-Effective Amendment No. 1 to the Registration Statement, filed on December 22, 1993, and Exhibit (1)(b) of Post-Effective Amendment No. 5 to the Registration Statement, filed on September 27, 1995, Exhibit (a)(1) of Post-Effective Amendment No. 33 to the Registration Statement, filed on April 2, 2001 and Exhibit (a)(2) of Post-Effective Amendment No. 62 to the Registration Statement, filed on June 25, 2004. |
| (1)(b) | Registrant's Articles of Amendment and Articles Supplementary are incorporated by reference to Exhibits (a)(2) and (a)(3), respectively, of Post-Effective Amendment No. 69 to the Registration Statement, filed on March 14, 2006. |
| (2) | Registrant's By-Laws, as amended and restated, are incorporated by reference to Exhibit (b) of Post-Effective Amendment No. 69 to the Registration Statement, filed on March 14, 2006. |
| (4) | Agreement and Plan of Reorganization.* |
| (5) | Reference is made to Exhibits (1) and (2) hereof. |
| (6)(a) | Management Agreement is incorporated by reference to Exhibit (d) of Post-Effective Amendment No. 69 to the Registration Statement, filed on March 14, 2006. |
| (6)(b) | Sub-Investment Advisory Agreement between The Dreyfus Corporation and Franklin Portfolio Associates, LLC is incorporated by reference to Exhibit (f)(1) of Post-Effective Amendment No. 59 to the Registration Statement, filed on December 23, 2003. |
| (6)(c) | Sub-Investment Advisory Agreement between The Dreyfus Corporation and The Boston Company Asset Management, LLC is incorporated by reference to Exhibit (f)(2) of Post-Effective Amendment No. 62 to the Registration Statement, filed on June 25, 2004. |
| (7) | Distribution Agreement is incorporated by reference to Exhibit (e) of Post-Effective Amendment No. 69 to the Registration Statement, filed on March 13, 2006. |
| (9) | Amended and Restated Custody Agreement is incorporated by reference to Exhibit (8)(a) of Post-Effective Amendment No. 5 to the Registration Statement, filed on September 27, 1995. |
| (10)(a) | Shareholder Services Plan is incorporated by reference to Exhibit (h) of Post-Effective Amendment No. 69 to the Registration Statement, filed March 14, 2006. |
| (10)(b) | Distribution Plan is incorporated by reference to Exhibit (n) of Post-Effective Amendment No. 69 to the Registration Statement, filed on March 14, 2006. |
| (10)(c) | Rule 18f-3 Plan is incorporated by reference to Exhibit (o) of Post-Effective Amendment No. 69 to the Registration Statement, filed on March 14, 2006. |
| (11)(a) | Opinion and consent of Registrant's counsel is incorporated by reference to Exhibit (i) of Post-Effective Amendment No. 28 to the Registration Statement, filed on February 25, 2000. |
| (11)(b) | Consent of Registrant's counsel.* |
| (12) | Opinion and consent of counsel regarding tax matters.** |
| (14) | Consent of Independent Registered Public Accounting Firm.* |
| (16) | Power of Attorney.*** |
| (17)(b) | The Prospectus and Statement of Additional Information of Advantage Funds, Inc. dated January 1, 2006 are incorporated by reference to Post-Effective Amendment No. 65 to the Registration Statement, filed on December 28, 2005 (File No. 33-51061). |
________________________
| ** | To be filed by Post-Effective Amendment. |
| *** | Filed as part of signature page. |
| (1) | The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. |
| (2) | The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933 each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them. |
| (3) | The undersigned Registrant agrees to file by post-effective amendment the final opinion of counsel regarding tax matters within a reasonable period of time after receiving such opinion. |
SIGNATURES
As required by the Securities Act of 1933, this Registration Statement has been signed on behalf of the Registrant, in the City of New York, and State of New York on the 24th day of November, 2006.
| ADVANTAGE FUNDS, INC.
By: /s/ Stephen E. Canter
Stephen E. Canter, President |
Power of Attorney
Each person whose signature appears below on this Registration Statement on Form N-14 hereby constitutes and appoints Mark N. Jacobs, James Windels, Michael A. Rosenberg, Janette E. Farragher, Robert R. Mullery, Jeff Prusnofsky, James Bitetto and John B. Hammalian and each of them, with full power to act without the other, his/her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all capacities (until revoked in writing) to sign any and all amendments to this Registration Statement (including post-effective amendments and amendments thereto), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1993, the following persons in the capacities and on the dates indicated have signed this Registration Statement below.
/s/ Stephen E. Canter
Stephen E. Canter | President (Principal Executive
Officer) | November 24, 2006 |
/s/ James Windels
James Windels | Treasurer (Principal Accounting and
Financial Officer) | November 24, 2006 |
/s/ Joseph S. DiMartino
Joseph S. DiMartino | Chairman of the Board | November 24, 2006 |
/s/ Peggy C. Davis
Peggy C. Davis | Board Member | November 24, 2006 |
/s/ David P. Feldman
David P. Feldman | Board Member | November 24, 2006 |
/s/ James F. Henry
James F. Henry | Board Member | November 24, 2006 |
/s/ Ehud Houminer
Ehud Houminer | Board Member | November 24, 2006 |
/s/ Dr. Paul A. Marks
Dr. Paul A. Marks | Board Member | November 24, 2006 |
/s/ Gloria Messinger
Gloria Messinger | Board Member | November 24, 2006 |
/s/ Dr. Martin Peretz
Dr. Martin Peretz | Board Member | November 24, 2006 |
/s/ Anne Wexler
Anne Wexler | Board Member | November 24, 2006 |
Exhibit Index
| | (11)(b)
(14) | Consent of Registrant’s Counsel
Consent of Independent Registered Public Accounting Firm |
