SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF
1934
(AMENDMENT NO. __)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Sections 240.14a-11(c) or 240.14a-12
DREYFUS FOCUS FUNDS, INC.
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(Name of Registrant as Specified In Its Charter)
DREYFUS FOCUS FUNDS, INC.
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[X] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
DREYFUS FOCUS FUNDS, INC.
SMALL COMPANY VALUE PORTFOLIO
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NOTICE OF SPECIAL MEETINGS OF STOCKHOLDERS
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To the Stockholders of
SMALL COMPANY VALUE PORTFOLIO of
DREYFUS FOCUS FUNDS, INC.
A Special Meeting of Stockholders of the Small Company Value portfolio
(the "Portfolio") of Dreyfus Focus Funds, Inc. (the "Fund") will be held at
the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor West, New
York, New York, on Friday, September 29, 1995 at 10:00 a.m. for the
following
purposes:
1. To approve an Amended Management Agreement between the Fund and
The Dreyfus Corporation and to approve a Sub-Investment Advisory Agreement
between The Dreyfus Corporation and The Boston Company Asset Management,
Inc.
2. To transact such business as may properly come before the meeting,
or any adjournment or adjournments thereof.
Stockholders of record at the close of business on September 15, 1995,
will be entitled to receive notice of and to vote at the meeting.
By Order of the Board of Directors
John E. Pelletier
Secretary
New York, New York
September 15, 1995
WE NEED YOUR PROXY VOTE IMMEDIATELY A STOCKHOLDER MAY THINK HIS
VOTE IS NOT IMPORTANT, BUT IT IS VITAL. BY LAW, THE MEETING OF
STOCKHOLDERS OF THE PORTFOLIO WILL HAVE TO BE ADJOURNED WITHOUT
CONDUCTING ANY BUSINESS IF LESS THAN A QUORUM IS REPRESENTED. IN
THAT EVENT, THE PORTFOLIO, AT STOCKHOLDERS' EXPENSE, WOULD CONTINUE
TO SOLICIT VOTES IN AN ATTEMPT TO ACHIEVE A QUORUM. CLEARLY, YOUR
VOTE COULD BE CRITICAL TO ENABLE THE FUND TO HOLD THE
MEETING AS SCHEDULED, SO PLEASE RETURN YOUR PROXY CARD
IMMEDIATELY. YOU AND ALL OTHER STOCKHOLDERS WILL BENEFIT FROM
YOUR COOPERATION.
DREYFUS FOCUS FUNDS, INC.
SMALL COMPANY VALUE PORTFOLIO
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON FRIDAY, SEPTEMBER 29, 1995
This proxy statement is furnished in connection with a solicitation of
proxies by the Board of Directors of Dreyfus Focus Funds, Inc. (the "Fund")
for use at a Special Meeting of Stockholders (the "Meeting") of its series,
Small Company Value (the "Portfolio"), to be held on Friday, September 29,
1995 at 10:00 a.m., at the offices of The Dreyfus Corporation, 200 Park
Avenue, 7th Floor West, New York, New York, for the purposes set forth in
the accompanying Notice of Special Meeting of Stockholders. Stockholders
of record
at the close of business on September 15, 1995 are entitled to be present
and to vote at the meeting. Stockholders of the Portfolio are entitled to
one vote
for each share held and fractional votes for each fractional share held.
Shares represented by executed and unrevoked proxies will be voted in
accordance with the specifications made thereon. If the enclosed form of
proxy
is executed and returned, it nevertheless may be revoked by giving another
proxy or by letter or telegram directed to the Fund, which must indicate the
stockholder's name and account number. To be effective, such revocation must
be received before the meeting. In addition, any stockholder who attends the
meeting in person may vote by ballot at the meeting, thereby canceling any
proxy previously given. As of September 15, 1995, 452,466.385 shares of the
Portfolio's common stock were outstanding.
It is estimated that proxy materials will be mailed to Portfolio
stockholders of record on or about September 18, 1995. The Fund's principal
executive offices are located at 200 Park Avenue, New York, New York 10166.
Copies of the Fund's most recent Annual and Semi-Annual Reports are
available
upon request, without charge, by writing to the Fund at 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144, or by calling toll-free
1-800-645-6561.
PROPOSAL: TO APPROVE AN AMENDED MANAGEMENT AGREEMENT BETWEEN THE FUND
AND THE DREYFUS CORPORATION, WITH RESPECT TO THE PORTFOLIO ONLY, AND TO
APPROVE A NEW SUB-INVESTMENT ADVISORY AGREEMENT BETWEEN THE DREYFUS
CORPORATION AND THE BOSTON COMPANY ASSET MANAGEMENT, INC.
Introduction
In August 1994, The Dreyfus Corporation ("Dreyfus"), the Portfolio's
investment adviser, merged with a subsidiary of Mellon Bank, N.A. ("Mellon
Bank"). As a result of such merger, Dreyfus has direct access to a
comprehensive range of financial products and services provided by Mellon
Bank
Corporation ("Mellon") and its subsidiaries. Among them are value-oriented
investment management services offered by The Boston Company Asset
Management,
Inc. ("TBC Asset Management"), an affiliate of Dreyfus, which augment
Dreyfus'
capabilities. TBC Asset Management currently serves as sub-investment
adviser to two of the Fund's other series.
At a meeting held on September 14, 1995, the Fund's Board of Directors,
including a majority of the Directors who are not "interested persons" (as
defined in the Investment Company Act of 1940, as amended (the "Act")) of
the
Fund (i) approved the entry by the Fund into an amended Management Agreement
(the "Amended Management Agreement") with Dreyfus, (ii) approved the entry
by
Dreyfus into a Sub-Investment Advisory Agreement (the "Sub-Advisory
Agreement") with TBC Asset Management, and (iii) directed that the Amended
Management Agreement and the Sub-Advisory Agreement be submitted to
Portfolio stockholders at this meeting.
The Amended Management Agreement is substantially identical to the
Management Agreement to which the Portfolio is subject (the "Existing
Management Agreement"), except that it provides for the employment by
Dreyfus
of TBC Asset Management as the Portfolio's sub-investment adviser and sets
forth Dreyfus' duties with respect thereto. The contractual rate the
Portfolio
will be charged under the Amended Management Agreement will not change. The
fees payable to TBC Asset Management pursuant to the Sub-Advisory Agreement
will be paid by Dreyfus, not by the Portfolio.
Information Pertaining to Dreyfus, the Amended Management Agreement and the
Existing Management Agreement
Dreyfus. Dreyfus, located at 200 Park Avenue, New York, New York 10166,
currently serves as the Portfolio's investment adviser under the terms of
the Existing Management Agreement dated August 24, 1994, as amended
September 14, 1995. The Fund's Board of Directors, including a majority of
the Directors who
are not "interested persons" of any party to the Existing Management
Agreement, last approved the Existing Management Agreement at a meeting held
on September 14, 1995.
Dreyfus is a wholly-owned subsidiary of Mellon Bank, which is a
wholly-owned subsidiary of Mellon. As of September 1, 1995, Dreyfus managed
or
administered approximately $80 billion in assets for more than 1.8 million
investor accounts nationwide. The name and amount of net assets of each
registered investment company with a substantially similar investment
objective as the Portfolio for which Dreyfus provides investment advisory
services, and the annual rate of Dreyfus' fees for its advisory services to
each such investment company is set forth on Exhibit A to this proxy
statement.
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 Credit Corporation, Mellon Bank (MD),
The Boston Company, Inc., AFCO Credit Corporation and a number of companies
known as Mellon Financial Services Corporations. Through its subsidiaries,
including Dreyfus, Mellon managed more than $203 billion in assets as of
June 30, 1995, including approximately $73 billion in mutual fund assets.
As of June 30, 1995, Mellon, through various subsidiaries, provided
non-investment
services, such as custodial or administration services, for more than $707
billion in assets, including approximately $71 billion in mutual fund
assets.
The Chairman of the Board and Chief Executive Officer of Dreyfus is
Howard Stein. Other directors of Dreyfus are Mandell L. Berman, real estate
consultant and private investor, Southfield, Michigan; Frank V. Cahouet,
Chairman of the Board, President and Chief Executive Officer of Mellon,
Pittsburgh, Pennsylvania; Stephen E. Canter, Vice Chairman and Chief
Investment Officer of Dreyfus; Alvin E. Friedman, Senior Adviser to Dillon,
Read & Co., Inc., Investment Bankers, New York, New York; Lawrence M.
Greene,
former Legal Consultant to Dreyfus; Lawrence S. Kash, Vice
Chairman-Distribution of Dreyfus; Robert E. Riley, President and
Chief Operating Officer of Dreyfus; Julian M. Smerling, former Vice
Chairman
of the Board of Directors of Dreyfus; W. Keith Smith, Vice Chairman of Board
of Directors of Dreyfus; and Dr. David B. Truman, educational consultant and
past president of Mt. Holyoke College and the Russell Sage Foundation,
Hillsdale, New York.
Amended Management Agreement. The Amended Management Agreement and
Existing Management Agreement are substantially identical, except for the
scope of Dreyfus' services with respect to the Portfolio, the provision in
the
Amended Management Agreement for the engagement of TBC Asset Management as
the
Portfolio's sub-investment adviser to provide investment management of the
Portfolio's investments and the dates of effectiveness and termination.
Under the terms of the Amended Management Agreement, Dreyfus, subject to
the supervision and approval of the Fund's Board of Directors in accordance
with Maryland law, will manage the Portfolio's investments in accordance
with
its investment objective and policies and provide continuous supervision of
the Portfolio's investment portfolio. The Amended Management Agreement
provides for the employment by Dreyfus of TBC Asset Management to provide
day-to-day management of the Portfolio's securities. TBC Asset Management's
fees for such services will be paid by Dreyfus, not by the Portfolio.
Dreyfus
will continue to supply office facilities (which may be in its own offices),
data processing services, clerical, accounting and bookkeeping services,
internal auditing and legal services, internal executive and administrative
services, and stationery and office supplies; prepare reports to the
Portfolio's stockholders, tax returns, reports to and filings with the
Securities and Exchange Commission and state Blue Sky authorities; calculate
the net asset value of the Portfolio's shares; and generally assist in all
aspects of the Portfolio's operations.
Dreyfus will continue to bear all expenses in connection with the
performance
of its services under the Amended Management Agreement and will pay all fees
of TBC Asset Management in connection with its duties in respect of the
Portfolio.
As compensation for Dreyfus' services under the Amended Management
Agreement, the Fund has agreed to continue to pay Dreyfus a monthly fee at
the annual rate of .75 of 1% of the average daily net assets of the
Portfolio. The
fees payable to Dreyfus are not subject to reduction as the value of the
Portfolio's net assets increases, but may be reduced pursuant to expense
limitations in effect. For the period December 29, 1993 (commencement of
operations) through October 31, 1994, the management fee payable to Dreyfus
with respect to the Portfolio under the Existing Management Agreement was
$32,544, which amount was waived in its entirety pursuant to an undertaking
by Dreyfus.
All expenses incurred in the operation of the Fund (other than those
borne by TBC Asset Management) are borne by the Fund, except to the extent
specifically assumed by Dreyfus. The expenses borne by the Fund include,
without limitation, the following: organizational costs, taxes, interest,
loan commitment fees, interest and distributions paid on securities sold
short, brokerage fees and commissions, if any, fees of Board members who are
not officers, directors, employees or holders of 5% or more of the
outstanding
voting securities of Dreyfus or TBC Asset Management or any of their
affiliates, Securities and Exchange Commission fees and state Blue Sky
qualification fees, advisory fees, charges of custodians, transfer and
dividend disbursing agents' fees, certain insurance premiums, industry
association fees, outside auditing and legal expenses, costs of independent
pricing services, costs of maintaining the Fund's existence, costs
attributable to investor services (including, without limitation, telephone
and personnel expenses), costs of preparing and printing prospectuses and
statements of additional information for regulatory purposes and for
distribution to existing stockholders, costs of stockholders' reports and
meetings, and any extraordinary expenses.
As to the Portfolio, the Amended Management Agreement provides that if
in any fiscal year the aggregate expenses of the Fund (including fees
pursuant to Amended Management Agreement, but excluding interest, taxes,
brokerage and, with the prior written consent of the necessary state
securities commissions,
extraordinary expenses) exceed the expense limitation of any state having
jurisdiction over the Portfolio, the Fund may deduct from the fees to be
paid
under the Amended Management Agreement, or Dreyfus will bear, such excess
expense to the extent required by state law.
Currently, the primary portfolio managers of the Portfolio are Ernest G.
Wiggins, Jr. and David L. Diamond. Mr. Wiggins has held that position since
the Portfolio's inception and has been an employee of Dreyfus since December
1993. Mr. Diamond has been employed by TBC Asset Management since 1991 and,
pursuant to a dual employment agreement between Dreyfus and TBC Asset
Management, by Dreyfus since May, 1995. He currently serves as primary
portfolio manager for all of TBC Asset Management's small cap accounts.
Prior
to joining TBC Asset Management, Mr. Diamond was a research analyst and
portfolio manager at Delphi Management. If the Proposal is approved, Mr.
Diamond will be the Portfolio's primary portfolio manager.
As to the Portfolio, the Amended Management Agreement will continue in
effect until March 30, 1997 and thereafter shall continue automatically for
successive annual periods ending on March 30th of each year, provided such
continuance is specifically approved at least annually by (i) the Fund's
Board
of Directors or (ii) vote of a majority (as defined in the Act) of the
Portfolio'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), by vote cast in person at a
meeting called for the purpose of voting on such approval. As to the
Portfolio, the Amended Management Agreement may be terminated without
penalty,
on 60 days' notice, by the Fund's Board of Directors or by vote of the
holders of a majority of the Portfolio's shares, or, upon not less than
90 days' notice, by Dreyfus.
The Amended Management Agreement will terminate automatically, as to the
Portfolio, in the event of its assignment (as defined in the Act). A copy of
the Amended Management Agreement in the form being presented for approval,
and as approved by the Board of Directors, is set forth as Exhibit B to
this proxy statement.
Information Pertaining to TBC Asset Management and the Sub-Advisory
Agreement
TBC Asset Management. TBC Asset Management, located at One Boston
Place, Boston, Massachusetts 02108, is a registered investment adviser
formed in 1970, and is an indirect wholly-owned subsidiary of Mellon and
an affiliate of
Dreyfus. As of July 31, 1995, TBC Asset Management managed approximately
10.7
billion in assets and served as the investment adviser to four other
investment companies. None of these registered investment companies have a
substantially similar investment objective as the Portfolio.
The Chairman of the Board and Chief Executive Officer of TBC Asset
Management is Christopher M. Condron. Other directors are Philip R. Roberts,
officer and director of various Mellon-related investment firms, Pittsburgh,
Pennsylvania; and W. Keith Smith, Vice Chairman of the Board of Dreyfus.
Sub-Advisory Agreement. Under the terms of the Sub-Advisory Agreement,
TBC Asset Management, subject to the supervision and approval of Dreyfus and
the Fund's Board of Directors, will provide investment advisory assistance
and the day-to-day management of the Portfolio's investment portfolio, as
well as investment research and statistical information with respect to
the Portfolio.
As compensation for TBC Asset Management's services to the Portfolio
under the Sub-Advisory Agreement, Dreyfus has agreed to pay TBC Asset
Management an annual fee, payable monthly, at the rate of .375 of 1% of the
Portfolio's average daily net assets.
As to the Portfolio, the Sub-Advisory Agreement will continue until
March 30, 1997 and thereafter automatically for successive annual periods
ending on March 30th of each year, provided such continuance is
specifically approved at
least annually by (i) the Fund's Board of Directors or (ii) vote of a
majority (as defined in the Act) of the outstanding voting securities of
the Portfolio,
and provided that, in either event, the continuance also is approved by a
majority of Directors who are not "interested persons" of any party to the
Sub-Advisory Agreement, by vote cast in person at a meeting called for the
purpose of voting on such approval. As to the Portfolio, the Sub-Advisory
Agreement may be terminated without penalty (i) by Dreyfus on 60 days'
notice
to TBC Asset Management, (ii) by the Fund's Board of Directors or by vote of
the holders of a majority of the Portfolio's outstanding voting securities
on
60 days' notice to TBC Asset Management, or (iii) by TBC Asset Management on
not less than 90 days' notice to the Fund and Dreyfus. The Sub-Advisory
Agreement will terminate automatically, as to the Portfolio, in the event of
its assignment (as defined in the Act) or upon the termination of the
Amended
Management Agreement for any reason. A copy of the Sub-Advisory Agreement in
the form being presented for approval, and as approved by the Board of
Directors, is set forth as Exhibit C to this proxy statement.
Board Considerations
In considering whether to approve the Amended Management Agreement and
the Sub-Advisory Agreement and to submit each agreement to the Portfolio's
stockholders for their approval, the Fund's Board of Directors concluded
that (a) there was a reasonable likelihood that the additional services
TBC Asset Management could provide the Portfolio would benefit
stockholders, (b) it was
satisfied with the management services provided to the Fund by Dreyfus and
(c)
no change in the management fee was appropriate since Dreyfus and not the
Portfolio would pay TBC Asset Management for its sub-investment advisory
services to the Portfolio. In evaluating TBC Asset Management's ability to
provide sub-investment advisory services to the Portfolio, the Fund's
Directors received and considered information concerning TBC Asset
Management's experience, business organization, financial resources,
personnel and other matters.
Vote Required and Directors' Recommendation
Approval of this Proposal requires the affirmative vote of (a) 67% of the
voting securities present at this meeting, if the holders of more than 50%
of the Portfolio's outstanding voting securities are present or represented
by proxy, or (b) more than 50% of the Portfolio's outstanding voting
securities,
whichever is less. If stockholders do not approve the Amended Management
Agreement and the Sub-Advisory Agreement, the Existing Management Agreement
will remain in effect.
ADDITIONAL INFORMATION
On or about the date of the meeting, the name of the Fund will be
changed to Dreyfus Growth and Value Funds, Inc. and the name of the
Portfolio will be changed to Dreyfus Small Company Value Fund.
Premier Mutual Fund Services, Inc. (the "Distributor"), with principal
offices at One Exchange Place, Boston, Massachusetts 02109, serves as the
Fund's distributor. The Distributor's ultimate parent company is Boston
Institutional Group, Inc.
As of September 5, 1995, Gloria Messinger, a Director of the Fund,
beneficially owned 1,037.898 shares of the Portfolio, constituting less than
1% of the Portfolio's outstanding shares. As of such date, no other officer
and Director of the Fund owned any of the Portfolio's outstanding shares.
VOTING INFORMATION
If a proxy is properly executed and returned accompanied by
instructions
to withhold authority to vote, represents a broker "non-vote" (that is, a
proxy from a broker or nominee indicating that such person has not received
instructions from the beneficial owner or other person entitled to vote
shares
of the Portfolio on a particular matter with respect to which the broker or
nominee does not have discretionary power) or marked with an abstention
(collectively, "abstentions"), the Portfolio's shares represented thereby
will
be considered to be present at the meeting for purposes of determining the
existence of a quorum for the transaction of business. Under Maryland law,
abstentions do not constitute a vote "for" or "against" a matter and will be
disregarded in determining the "votes cast" on an issue. For this reason,
abstentions will have the effect of a "no" vote for purposes of obtaining
the requisite approval of the Proposal.
In the event that a quorum is not present at the meeting, or if a
quorum is present but sufficient votes to approve the Proposal are not
received, the
persons named as proxies may propose one or more adjournments of the meeting
to permit further solicitation of proxies. In determining whether to adjourn
the meeting, the following factors may be considered: the nature of the
Proposal, the percentage of votes actually cast, the percentage of negative
votes actually cast, the nature of any further solicitation and the
information to be provided to stockholders with respect to the reasons for
the
solicitation. Any adjournment will require the affirmative vote of a
majority
of those shares affected by the adjournment that are represented at the
meeting in person or by proxy. A stockholder vote may be taken for the
Proposal in this proxy statement prior to any adjournment if sufficient
votes
have been received for approval. If a quorum is present, the persons named
as
proxies will vote those proxies which they are entitled to vote "FOR" the
Proposal in favor of such adjournment, and will vote those proxies required
to
be voted "AGAINST" the Proposal against any adjournment. A quorum is
constituted with respect to the Portfolio by the presence in person or by
proxy of the holders of more than one-third of the Portfolio's outstanding
shares entitled to vote at the meeting.
As of September 5, 1995, the following stockholder was known by the
Fund to own 5% or more of the Portfolio's outstanding voting securities:
Name and Address Number Percentage of
of Stockholder of Shares Shares Outstanding
-------------- --------- ------------------
Major Trading Corporation 437,032.437 96.59%
200 Park Avenue
New York, NY 10166-0005
A stockholder who beneficially owns, directly or indirectly, more than
25% of the Portfolio's voting securities may be deemed a "control person"
(as defined in the Act) of the Portfolio.
OTHER MATTERS
The Fund's Board members are not aware of any other matters which may
come before the meeting. However, should any such matters properly come
before
the meeting, it is the intention of the persons named in the accompanying
form of proxy to vote the proxy in accordance with their judgment on such
matters.
The Fund will bear the cost of soliciting proxies from stockholders. In
addition to the use of the mails, proxies may be solicited personally, by
telephone or by telegraph, and the Fund may pay persons holding shares of
the
Portfolio in their names or those of their nominees for their expenses in
sending soliciting materials to their principals.
Unless otherwise required under the Act, ordinarily it will not be
necessary for the Fund to hold annual meetings of stockholders. As a result,
the Fund's stockholders will not consider each year the election of Board
members or the appointment of auditors. However, the Fund's Board will call
a
meeting of its stockholders for the purpose of electing Board members if, at
any time, less than a majority of the Board members then holding office have
been elected by stockholders. Under the Act, stockholders of record of not
less than two-thirds of the Fund's outstanding shares may remove Board
members
of the Fund through a declaration in writing or by vote cast in person or by
proxy at a meeting called for that purpose. Under the Fund's By-Laws, the
Board members are required to call a meeting of stockholders for the purpose
of voting upon the question of removal of any Board members when requested
in
writing to do so by the stockholders of record of not less than 10% of the
Fund's outstanding shares. Stockholders wishing to submit proposals for
inclusion in the Fund's proxy statement for a subsequent stockholder meeting
should send their written submissions to the principal executive offices of
the Fund at 200 Park Avenue, New York, New York 10166, Attention: General
Counsel.
NOTICE TO BANKS, BROKER/DEALERS AND VOTING TRUSTEES
AND THEIR NOMINEES
Please advise the Fund, in care of Elon Bernat, The Shareholder
Services
Group, Inc., One American Express Plaza Providence, Rhode Island 02940-9671,
whether other persons are the beneficial owners of Portfolio shares for
which
proxies are being solicited from you, and, if so, the number of copies of
the
proxy statement and other soliciting material you wish to receive in order
to
supply copies to the beneficial owners of Portfolio shares.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, STOCKHOLDERS
WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO COMPLETE,
DATE, SIGN AND RETURN THE PROXY CARD IN THE ENCLOSED STAMPED ENVELOPE.
Dated: September 15, 1995
EXHIBIT A
The investment companies which have a similar investment objective to
that of the Portfolio for which Dreyfus serves as investment adviser are
listed below. The approximate net assets of each investment company as of
June
30, 1995 and the investment advisory fee payable by it to Dreyfus (expressed
as a percentage of average daily net assets) also are listed below:
Investment Advisory Fee
as a Percentage of Average Approximate Net Assets
Name of Fund Daily Net Assets (in millions)
------------ -------------------------- ----------------------
Dreyfus Appreciation Fund, Inc. * $304
Dreyfus Capital Value Fund ** 389
(A Premier Fund) (incorporated
as Dreyfus Capital Value Fund, Inc.)
Dreyfus Core Value Fund .90 365
Dreyfus Disciplined Midcap Stock Fund 1.10 681
Dreyfus Disciplined Stock Fund .90 336
Dreyfus Focus Funds, Inc.+ .75 2
Dreyfus New Leaders Fund, Inc. .75 491
Dreyfus Special Growth Fund 1.15 66
Dreyfus Strategic Growth, L.P. .75 78
Dreyfus Strategic Investing .75 256
Dreyfus Variable Investment Fund++ *** 306
Premier Capital Growth Fund, Inc. .75 581
Premier Growth Fund, Inc. .75 38
Premier Small Company Stock Fund 1.25 1
---------------------
+ Does not include Small Company Value.
++ Capital Appreciation Portfolio and Managed Assets Portfolio.
* .44 of 1% if the first $25 million of average daily net assets, .37 of 1% of the next $50 million of such assets,
.33 of 1% of the next $125 million of such assets, .29 of 1% of the next $100 million of such assets and .275 of
1% of such assets over $300 million.
** .60 of 1% of the first $25 million of average daily net assets, .50 of 1% of the next $50 million of such assets, .45 of 1%
of the next $125 million of such assets, .40 of 1% of the next $100 million of such assets and .375 of 1% of such assets over
$300 million.
*** Capital Appreciation Portfolio: .55 of 1% of the first $150 million of average daily net assets of the Portfolio, .50 of 1%
of the next $150 million of such assets, and .375 of 1% of such assets over $300 million; Managed Assets Portfolio: .375 of
1% of the average daily net assets of the Portfolio.
EXHIBIT B
MANAGEMENT AGREEMENT
DREYFUS GROWTH AND VALUE FUNDS, INC.
200 Park Avenue
New York, New York 10166
August 24, 1994
As Amended, September 14, 1995
The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Dear Sirs:
The above-named investment company (the "Fund"), consisting
of the series
named on Schedule 1 hereto, as such Schedule may be
revised from time to time (each, a "Series"), herewith confirms
its agreement with you as follows:
The Fund desires to employ its capital by investing and
reinvesting the
same in investments of the type and in accordance with
the limitations specified in its charter documents and in the
relevant Series'
Prospectus and its Statement of Additional Information
as from time to time in effect, copies of which have been or
will be submitted
to you, and in such manner and to such extent as from
time to time may be approved by the Fund's Board. The Fund
desires to employ you to act as its investment adviser.
In this connection it is understood that from time to time
you will
employ or associate with yourself such person or persons
as you may believe to be particularly fitted to assist you in
the performance
of this Agreement. Such person or persons may be
officers or employees who are employed by both you and the Fund.
The compensation of such person or persons shall be paid by you
and no obligation may be incurred on the Fund's behalf in any
such respect. We have discussed and concur in your employing
on this
basis each sub-adviser named on Schedule 1 hereto to act as the
Fund's sub-investment adviser (the "Sub-Investment Adviser")
with respect to the Series indicated on Schedule 1 hereto (the
"Sub-Advised
Series") to provide day-to-day management of the Sub-Advised
Series' investments.
Subject to the supervision and approval of the Fund's
Board, you will
provide investment management of each Series' portfolio
in accordance with such Series' investment objectives and
policies as stated
in the Series' Prospectus and its Statement of
Additional Information as from time to time in effect. In
connection
therewith, you will obtain and provide investment research and
will supervise each Series' investments and conduct, or, with
respect to the
Sub-Advised Series, supervise, a continuous program
of investment, evaluation and, if appropriate, sale and
reinvestment of the
Series' assets. You will furnish to the Fund such
statistical information, with respect to the investments which a
Series may hold or contemplate purchasing, as the Fund may
reasonably request. The Fund wishes to be informed of important
developments
materially affecting any Series' portfolio and shall
expect you, on your own initiative, to furnish to the Fund from
time to time such information as you may believe appropriate for
this purpose.
In addition, you will supply office facilities (which may
be in your own
offices), data processing services, clerical,
accounting and bookkeeping services, internal auditing and legal
services, internal executive and administrative services, and
stationery and office supplies; prepare reports to each Series'
stockholders,
tax returns, reports to and filings with the Securities
and Exchange Commission and state Blue Sky authorities;
calculate the net
asset value of each Series' shares; and generally assist
in all aspects of the Fund's operations. You shall have the
right, at your expense, to engage other entities to assist you
in
performing some or all of the obligations set forth in this
paragraph,
provided each such entity enters into an agreement with you
in form and substance reasonably satisfactory to the Fund. You
agree to be
liable for the acts or omissions of each such entity to
the same extent as if you had acted or failed to act under the
circumstances.
You shall exercise your best judgment in rendering the
services to be
provided to the Fund hereunder and the Fund agrees as
an inducement to your undertaking the same that neither you nor
the Sub-Investment Adviser shall be liable hereunder for any
error of judgment or mistake of law or for any loss suffered by
one or more Series,
provided that nothing herein shall be deemed to protect
or purport to protect you or the Sub-Investment Adviser against
any liability
to the Fund or a Series or to its security holders
to which you would otherwise be subject by reason of willful
misfeasance, bad
faith or gross negligence in the performance of your
duties hereunder, or by reason of your reckless disregard of
your obligations
and duties hereunder, or to which the Sub-Investment
Adviser would otherwise be subject by reason of willful
misfeasance, bad faith
or gross negligence in the performance of its duties
under its Sub-Investment Advisory Agreement with you or by
reason of its reckless disregard of its obligations and duties
under said Agreement.
In consideration of services rendered pursuant to this
Agreement, the
Fund will pay you on the first business day of each month
a fee at the rate set forth opposite each Series' name on
Schedule 1 hereto.
Net asset value shall be computed on such days and at
such time or times as described in the Series' then-current
Prospectus and its
then-current Statement of Additional Information.
The fee for the period from the date of the commencement of the
public sale of
a Series' shares to the end of the month during which
such sale shall have been commenced shall be pro-rated according
to the
proportion which such period bears to the full monthly
period, and upon any termination of this Agreement before the
end of any
month, the fee for such part of a month shall be pro-rated
according to the proportion which such period bears to the full
monthly period and shall be payable upon the date of termination
of this Agreement.
For the purpose of determining fees payable to you, the
value of each
Series' net assets shall be computed in the manner
specified in the Fund's charter documents for the computation of
the value of each Series' net assets.
You will bear all expenses in connection with the
performance of your
services under this Agreement and will pay all fees of
the Sub-Investment Adviser in connection with its duties in
respect of the
Fund. All other expenses to be incurred in the operation
of the Fund (other than those borne by the Sub-Investment
Adviser) will be
borne by the Fund, except to the extent specifically
assumed by you. The expenses to be borne by the Fund include,
without
limitation, the following: organizational costs, taxes,
interest, loan commitment fees, interest and distributions paid
on securities
sold short, brokerage fees and commissions, if any,
fees of Board members who are not officers, directors, employees
or holders of
5% or more of the outstanding voting securities of
you or the Sub-Investment Adviser or any affiliate of you or the
Sub-Investment Adviser, Securities and Exchange Commission fees
and state Blue Sky qualification fees, advisory fees, charges of
custodians,
transfer and dividend disbursing agents' fees, certain
insurance premiums, industry association fees, outside auditing
and legal
expenses, costs of independent pricing services, costs
of maintaining the Fund's existence, costs attributable to
investor services
(including, without limitation, telephone and personnel
expenses), costs of preparing and printing prospectuses and
statements of
additional information for regulatory purposes and for
distribution to existing stockholders, costs of stockholders'
reports and meetings, and any extraordinary expenses.
As to each Series, if in any fiscal year the aggregate
expenses of the
Fund (including fees pursuant to this Agreement, but
excluding interest, taxes, brokerage and, with the prior written
consent of
the necessary state securities commissions, extraordinary
expenses) exceed the expense limitation of any state having
jurisdiction over
the Series, the Fund may deduct from the fees to be
paid hereunder, or you will bear, such excess expense to the
extent required
by state law. Your obligation pursuant hereto will be
limited to the amount of your fees hereunder. Such deduction or
payment, if
any, will be estimated daily, and reconciled and effected
or paid, as the case may be, on a monthly basis.
The Fund understands that you and the Sub-Investment
Adviser now act, and
that from time to time hereafter you or the
Sub-Investment Adviser may act, as investment adviser to one or
more other
investment companies and fiduciary or other managed
accounts, and the Fund has no objection to your and the
Sub-Investment
Adviser's so acting, provided that when the purchase or sale
of securities of the same issuer is suitable for the investment
objectives of
two or more such companies or accounts which have
available funds for investment, the available securities will be
allocated in
a manner believed to be equitable to each company or
account. It is recognized that in some cases this procedure may
adversely
affect the price paid or received by one or more Series
or the size of the position obtainable for or disposed of by one
or more Series.
In addition, it is understood that the persons employed by
you to assist in the performance of your duties hereunder will
not devote their full time to such service and nothing contained
herein shall be deemed to limit or restrict your right or the
right of any of your affiliates to engage in and devote time and
attention to other businesses or to render services of whatever
kind or nature.
Neither you nor the Sub-Investment Adviser shall be liable
for any error
of judgment or mistake of law or for any loss suffered
by the Fund in connection with the matters to which this
Agreement relates,
except for a loss resulting from willful misfeasance,
bad faith or gross negligence on your part in the performance of
your duties
or from reckless disregard by you of your obligations
and duties under this Agreement and, in the case of the
Sub-Investment
Adviser, for a loss resulting from willful misfeasance, bad
faith or gross negligence on its part in the performance of its
duties or from
reckless disregard by it of its obligations and duties
under its Sub-Investment Advisory Agreement. Any person, even
though also your
officer, director, partner, employee or agent, who
may be or become an officer, Board member, employee or agent of
the Fund,
shall be deemed, when rendering services to the Fund or
acting on any business of the Fund, to be rendering such
services to or acting
solely for the Fund and not as your officer, director,
partner, employee or agent or one under your control or
direction even though paid by you.
As to each Series, this Agreement shall continue until the
date set forth
opposite such Series' name on Schedule 1 hereto (the
"Reapproval Date"), and thereafter shall continue automatically
for successive annual periods ending on the day of each year set
forth opposite the Series' name on Schedule 1 hereto (the
"Reapproval Day"),
provided such continuance is specifically approved at
least annually by (i) the Fund's Board or (ii) vote of a
majority (as defined
in the Investment Company Act of 1940) of such Series'
outstanding voting securities, provided that in either event its
continuance also is approved by a majority of the Fund's Board
members who are not "interested persons" (as defined in said
Act) of any party
to this Agreement, by vote cast in person at a meeting
called for the purpose of voting on such approval. As to each
Series, this Agreement is terminable without penalty, on 60
days' notice, by the Fund's Board or by vote of holders of a
majority of such
Series' shares or, upon not less than 90 days' notice, by
you. This Agreement also will terminate automatically, as to the
relevant Series, in the event of its assignment (as defined in
said Act).
The Fund recognizes that from time to time your directors,
officers and
employees may serve as directors, trustees, partners,
officers and employees of other corporations, business trusts,
partnerships or
other entities (including other investment companies)
and that such other entities may include the name "Dreyfus" as
part of their
name, and that your corporation or its affiliates may
enter into investment advisory or other agreements with such
other entities.
If you cease to act as the Fund's investment adviser,
the Fund agrees that, at your request, the Fund will take all
necessary action to change the name of the Fund to a name not
including "Dreyfus" in any form or combination of words.
The Fund is agreeing to the provisions of this Agreement
that limit the
Sub-Investment Adviser's liability and other provisions
relating to the Sub-Investment Adviser so as to induce the
Sub-Investment
Adviser to enter into its Sub-Investment Advisory Agreement
with you and to perform its obligations thereunder. The
Sub-Investment Adviser
is expressly made a third party beneficiary of this
Agreement with rights as respects the Sub-Advised Series to the
same extent as if it had been a party hereto.
If the foregoing is in accordance with your understanding,
will you kindly so indicate by signing and returning to us the
enclosed copy hereof.
Very truly yours,
DREYFUS GROWTH AND VALUE FUNDS, INC.
By:________________________________
Accepted:
THE DREYFUS CORPORATION
By:_______________________________
SCHEDULE 1
Annual Fee as a
Percentage of Average
Name of Series Daily Net Assets Reapproval Date Reapproval Day
-------------- ---------------------- --------------- --------------
Dreyfus Emerging
Leaders Fund .90 March 30, 1997 March 30
Dreyfus Growth Fund .75 March 30, 1996 March 30
Dreyfus International
Growth Fund 1.00 March 30, 1997 March 30
Dreyfus International
Value Fund* 1.00 March 30, 1997 March 30
Dreyfus Midcap Value Fund* .75 March 30, 1997 March 30
Dreyfus Small Company .75 March 30, 1996 March 30
Growth Fund
Dreyfus Small Company Value Fund* .75 March 30, 1997 March 30
Dreyfus Ultra Growth Fund .75 March 30, 1997 March 30
Dreyfus Ultra Value Fund .75 March 30, 1997 March 30
Dreyfus Value Fund .75 March 30, 1996 March 30
--------------------
* The Dreyfus Corporation has employed The Boston Company Asset Management, Inc.
to act as sub-investment adviser.
EXHIBIT C
SUB-INVESTMENT ADVISORY AGREEMENT
THE DREYFUS CORPORATION
200 Park Avenue
New York, New York 10166
September 14, 1995
The Boston Company Asset
Management, Inc.
Exchange Place
53 State Street
Boston, MA 02109-2818
Dear Sirs:
As you are aware, each series of Dreyfus Growth and Value
Funds, Inc. (the "Fund") named on Schedule 1 hereto, as such
Schedule may be revised from time to time (each, a "Series"),
desires to employ its capital by investing and reinvesting the
same in
investments of the type and in accordance with the limitations
specified in its charter documents and in the relevant Series'
Prospectus and its Statement of Additional Information as from
time to time in
effect, copies of which have been or will be submitted
to you, and in such manner and to such extent as from time to
time may be
approved by the Fund's Board. The Fund employs The Dreyfus
Corporation (the "Adviser") to act as its investment adviser
pursuant to a
written agreement (the "Management Agreement"), a copy
of which has been furnished to you. The Adviser desires to
employ you to act as each Series' sub-investment adviser.
In this connection, it is understood that from time to time
you will employ or associate with yourself such person or
persons as you may believe to be particularly fitted to assist
you in the performance of this Agreement. Such person or persons
may be officers or employees who are employed by both you and
the Fund. The
compensation of such person or persons shall be paid by you
and no obligation may be incurred on the Fund's behalf in any
such respect.
Subject to the supervision and approval of the Adviser, you
will provide investment management of each Series' portfolio in
accordance with such Series' investment objectives and policies
as stated in
the Series' Prospectus and the Statement of Additional
Information as from time to time in effect. In connection
therewith, you will
supervise the Series' investments and conduct a
continuous program of investment, evaluation and, if
appropriate, sale and
reinvestment of the Series' assets. You will furnish to
the Adviser or the Fund such statistical information, with
respect to the
investments which a Series may hold or contemplate
purchasing, as the Adviser or the Fund may reasonably request.
The Fund and
the Adviser wish to be informed of important developments
materially affecting a Series' portfolio and shall expect you,
on your own
initiative, to furnish to the Fund or the Adviser from
time to time such information as you may believe appropriate for
this purpose.
You shall exercise your best judgment in rendering the
services to be
provided hereunder, and the Adviser agrees as an
inducement to your undertaking the same that you shall not be
liable hereunder
for any error of judgment or mistake of law or for
any loss suffered by one or more Series or the Adviser, provided
that nothing
herein shall be deemed to protect or purport to protect
you against any liability to the Adviser, the Fund or a Series
or to its
security holders to which you would otherwise be subject
by reason of willful misfeasance, bad faith or gross negligence
in the performance of your duties hereunder, or by reason of
your reckless disregard of your obligations and duties
hereunder.
In consideration of services rendered pursuant to this
Agreement, the
Adviser will pay you, on the first business day of each
month, out of the management fee it receives and only to the
extent thereof,
a fee calculated daily and paid monthly at the rate
set forth opposite each Series' name on Schedule 1 hereto.
Net asset value shall be computed on such days and at such
time or times
as described in the relevant Series' then-current
Prospectus and Statement of Additional Information. The fee for
the period
from the date following the commencement of sales of a
Series' shares (after any sales are made to the Adviser) to the
end of the
month during which such sales shall have been commenced
shall be pro-rated according to the proportion which such period
bears to the
full monthly period, and upon any termination of this
Agreement before the end of any month, the fee for such part of
a month shall
be pro-rated according to the proportion which such
period bears to the full monthly period and shall be payable
within 10 business days of date of termination of this
Agreement.
For the purpose of determining fees payable to you, the
value of each Series' net assets shall be computed in the manner
specified in the Fund's charter documents for the computation of
the value of each Series' net assets.
You will bear all expenses in connection with the
performance of your services under this Agreement. All other
expenses to be incurred in the operation of the Fund (other than
those borne by the Adviser)
will be borne by the Fund, except to the extent
specifically assumed by you. The expenses to be borne by the
Fund include,
without limitation, the following: organizational costs,
taxes, interest, loan commitment fees, interest and
distributions paid on
securities sold short, brokerage fees and commissions,
if any, fees of Board members who are not officers, directors,
employees or
holders of 5% or more of the outstanding voting
securities of you or the Adviser or any affiliate of you or the
Adviser,
Securities and Exchange Commission fees and state Blue Sky
qualification fees, advisory fees, charges of custodians,
transfer and
dividend disbursing agents' fees, certain insurance premiums,
industry association fees, outside auditing and legal expenses,
costs of
independent pricing services, costs of maintaining the
Fund's existence, costs attributable to investor services
(including, without
limitation, telephone and personnel expenses), costs
of preparing and printing prospectuses and statements of
additional
information for regulatory purposes and for distribution to
existing stockholders, costs of stockholders' reports and
meetings, and any extraordinary expenses.
As to each Series, if in any fiscal year the aggregate
expenses of the Fund (including fees pursuant to the Fund's
Management
Agreement, but excluding interest, taxes, brokerage and, with
the prior
written consent of the necessary state securities
commissions, extraordinary expenses) exceed the expense
limitation of any
state having jurisdiction over the Series, the Adviser
may deduct from the fees to be paid hereunder, or you will bear
such excess
expense on a pro-rata basis with the Adviser, in the
proportion ("Your Proportion") that the sub-advisory fee payable
to you
pursuant to this Agreement bears to the fee payable to the
Adviser pursuant to the Management Agreement, to the extent
required by state
law. As to each Series, if the Adviser waives, for
any other reason, or fails to receive any portion of its fees
with respect to
such Series under the Management Agreement, your fee
under this Agreement shall be reduced by Your Proportion of the
amount which
the Adviser shall have waived or not received. Your
obligation pursuant hereto will be limited to the amount of your
fees
hereunder. Such deduction or payment, if any, will be estimated
daily, and reconciled and effected or paid, as the case may be,
on a monthly basis.
The Adviser understands that you now act, and that from
time to time hereafter you may act, as investment adviser to one
or more other investment companies and fiduciary or other
managed accounts, and
the Adviser has no objection to your so acting, provided
that when purchase or sale of securities of the same issuer is
suitable for
the investment objectives of two or more companies or
accounts managed by you which have available funds for
investment, the
available securities will be allocated in a manner believed
by you to be equitable to each company or account. It is
recognized that in
some cases this procedure may adversely affect the price
paid or received by one or more Series or the size of the
position obtainable for or disposed of by one or more Series.
In addition, it is understood that the persons employed by
you to assist
in the performance of your duties hereunder will not
devote their full time to such services and nothing contained
herein shall be
deemed to limit or restrict your right or the right
of any of your affiliates to engage in and devote time and
attention to other
businesses or to render services of whatever kind or
nature.
You shall not be liable for any error of judgment or
mistake of law or
for any loss suffered by the Fund or the Adviser in
connection with the matters to which this Agreement relates,
except for a loss
resulting from willful misfeasance, bad faith or gross
negligence on your part in the performance of your duties or
from reckless
disregard by you of your obligations and duties under
this Agreement. Any person, even though also your officer,
director, partner,
employee or agent, who may be or become an officer,
Board member, employee or agent of the Fund, shall be deemed,
when rendering
services to the Fund or acting on any business of the
Fund, to be rendering such services to or acting solely for the
Fund and not
as your officer, director, partner, employee, or agent
or one under your control or direction even though paid by you.
As to each Series, this Agreement shall continue until the
date set forth opposite such Series' name on Schedule 1 hereto
(the "Reapproval Date"), and thereafter shall continue
automatically for successive
annual periods ending on the day of each year set
forth opposite the Series' name on Schedule 1 hereto (the
"Reapproval Day"),
provided such continuance is specifically approved at
least annually by (i) the Fund's Board or (ii) vote of a
majority (as defined
in the Investment Company Act of 1940, as amended)
of such Series' outstanding voting securities, provided that in
either event
its continuance also is approved by a majority of the
Fund's Board members who are not "interested persons" (as
defined in said Act)
of any party to this Agreement, by vote cast in person
at a meeting called for the purpose of voting on such approval.
As to each
Series, this Agreement is terminable without penalty (i)
by the Adviser upon 60 days' notice to you, (ii) by the Fund's
Board or by
vote of the holders of a majority of such Series' shares
upon 60 days' notice to you, or (iii) by you upon not less than
90 days'
notice to the Fund and the Adviser. This Agreement also
will terminate automatically, as to the relevant Series, in the
event of its
assignment (as defined in said Act). In addition,
notwithstanding anything herein to the contrary, if the
Management Agreement
terminates for any reason, this Agreement shall
terminate effective upon the date the Management Agreement
terminates.
If the foregoing is in accordance with your understanding,
will you kindly so indicate by signing and returning to us the
enclosed copy hereof.
Very truly yours,
THE DREYFUS CORPORATION
By:_________________________
Accepted:
THE BOSTON COMPANY ASSET
MANAGEMENT, INC.
By:__________________________
SCHEDULE 1
Annual Fee as a
Percentage of Average
Name of Series Daily Net Assets Reapproval Date Reapproval Day
-------------- --------------------- --------------- -------------
Dreyfus International
Value Fund .50 March 30, 1997 March 30
Dreyfus Midcap Value
Fund .375 March 30, 1997 March 30
Dreyfus Small Company
Value Fund .375 March 30, 1997 March 30
DREYFUS FOCUS FUNDS
SMALL COMPANY VALUE PORTFOLIO
Vote This Proxy Card Today!
Your Prompt Response Will Save
The Expense of Additional Mailings
The undersigned stockholder of Small Company Value (the
"Portfolio") of Dreyfus Focus Funds, Inc. (the "Fund") hereby
appoints Steven F. Newman and Michael A. Rosenberg, and each of
them, the attorneys and proxies of the undersigned, with full
power of substitution, to vote, as indicated herein, all of the
shares of common stock of the Portfolio standing in the name of
the undersigned at the close of business on September 15, 1995,
at the Special Meeting of Stockholders to be held at the offices
of The Dreyfus Corporation, 200 Park Avenue, New York, New York
at 10:00 a.m. on Friday, September 29, 1995, and at any and all
adjournments thereof, with all of the powers the undersigned
would possess if then and there personally present and especially
(but without limiting the general authorization and power hereby
given) to vote as indicated on the proposal, as more fully
described in the Proxy Statement for the meeting.
Sign and Date Reverse Side
THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED FOR THE PROPOSALS BELOW UNLESS OTHERWISE INDICATED
1. To approve an Amended Management Agreement between the Fund
and The Dreyfus Corporation and to approve a Sub-Investment
Advisory Agreement between The Dreyfus Corporation and The Boston
Company Asset Management, Inc.
FOR AGAINST ABSTAIN
2. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting, or
any adjournment(s) or postponement(s) thereof.
Signature(s) should be exactly as name or
names appearing on this proxy. If shares are
held jointly, each holder should sign. If
signing is by attorney, executor, administrator, trustee or guardian, please give full
title.
Dated: , 1995
Signature(s)
Signature(s)