UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
DREYFUS A BONDS PLUS, INC.
DREYFUS BASIC U.S. MORTGAGE SECURITIES FUND
DREYFUS FLORIDA INTERMEDIATE MUNICIPAL BOND FUND
DREYFUS GNMA FUND, INC.
DREYFUS GROWTH OPPORTUNITY FUND, INC.
DREYFUS INDEX FUNDS, INC. (1 Series)
--Dreyfus S&P 500 Index Fund
DREYFUS INVESTMENT GRADE BOND FUNDS, INC. (2 Series)
--Dreyfus Intermediate Term Income Fund
--Dreyfus Short Term Income Fund
DREYFUS MASSACHUSETTS TAX EXEMPT BOND FUND
DREYFUS MIDCAP INDEX FUND, INC.
DREYFUS NEW LEADERS FUND, INC.
DREYFUS NEW YORK TAX EXEMPT INTERMEDIATE BOND FUND
DREYFUS PREMIER CALIFORNIA MUNICIPAL BOND FUND
DREYFUS PREMIER GNMA FUND
DREYFUS PREMIER MUNICIPAL BOND FUND
DREYFUS PREMIER NEW YORK MUNICIPAL BOND FUND
DREYFUS PREMIER STATE MUNICIPAL BOND FUND
DREYFUS PREMIER VALUE EQUITY FUNDS (1 Series)
--Dreyfus Premier Value Fund
DREYFUS SHORT-INTERMEDIATE GOVERNMENT FUND
DREYFUS SHORT-INTERMEDIATE MUNICIPAL BOND FUND
DREYFUS STOCK INDEX FUND, INC.
DREYFUS U.S. TREASURY INTERMEDIATE TERM FUND
DREYFUS U.S. TREASURY LONG TERM FUND
DREYFUS VARIABLE INVESTMENT FUND (4 Series)
--Appreciation Portfolio
--Small Cap Portfolio
--Special Value Portfolio
--Quality Bond Portfolio
GENERAL CALIFORNIA MUNICIPAL BOND FUND, INC.
THE DREYFUS/LAUREL FUNDS TRUST (1 Series)
--Dreyfus Premier Limited Term High Income Fund
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] 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:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
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[_] 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:
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(4) Date Filed:
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
THE DREYFUS FAMILY OF FUNDS
200 Park Avenue
New York, New York 10166
Dear Stockholder:
Your Dreyfus fund(s) and many other funds in the Dreyfus Family of Funds
will hold special stockholder meetings on December 18, 2002. Stockholders of
several funds will be asked to approve one or more changes to their fund's
fundamental policies and investment restrictions. These changes would provide
such funds with greater management and/or investment flexibility, or the
opportunity for increased revenue, and would conform these funds' relevant
policies and restrictions to those of most other similar funds in the Dreyfus
Family of Funds. These changes would not alter the fund's investment objectives
or basic investment policies. In addition, certain funds are seeking stockholder
approval to change the investment objective of such funds. The change to these
funds' investment objective would provide the funds' portfolio managers the
opportunity to more effectively employ their current investment process, while
continuing to invest in the same types of securities. Finally, there is a
proposal to amend the organization documents of several funds to permit the
issuance of additional classes of shares. The amendment would provide these
funds the flexibility, if needed, to permit investors alternative methods of
purchasing fund shares. Not all of these changes relate to your fund(s); you
will have the opportunity to vote separately on each change that does apply, as
described on the enclosed proxy card(s). Please take the time to read the
enclosed materials.
Since in many cases the proposals are common to several funds, we have
combined the proxy statement to save on fund expenses. If you own shares of more
than one Dreyfus fund, the combined proxy statement also may save you the time
of reading more than one document before you vote. The proposals which are
specific to your fund are easily identifiable on the Notice, in the proxy
statement discussion and on the proxy card. We have also included a section
following this letter that answers commonly asked questions. The proxy statement
provides a detailed description of each proposal, why the proposal is being
made, and whether it applies to your fund. After careful review, your fund's
Board has approved each proposal relevant to your fund, and recommends that you
vote in favor of each applicable proposal. If you own shares of more than one
Dreyfus fund on the record date for the meeting, please note that each fund has
a separate proxy card. You should vote one for each fund you own.
Remember, your vote is extremely important, no matter how large or small
your fund holdings. By voting now, you can help avoid additional costs that are
incurred with follow-up letters and calls.
To vote, you may use any of the following methods:
. By Mail. Please complete, date and sign the enclosed proxy card for
each fund you own and mail it in the enclosed, postage-paid envelope.
. By Internet. Have your proxy card(s) available. Go to the website
listed on the proxy card. Enter your control number from your proxy
card. Follow the instructions on the website.
. By Telephone. Have your proxy card(s) available. Call the toll-free
number listed on the proxy card. Enter your control number from your
proxy card. Follow the recorded instructions.
If you have any questions before you vote, please call our proxy solicitor
at 1-800-769-7666.
Your vote is very important to us. Thank you for your response and for your
continued investment with the Dreyfus Family of Funds.
Sincerely,
/s/ Stephen E. Canter
Stephen E. Canter
President
QUESTIONS AND ANSWERS
Q. What is happening?
A. Several of the funds in the Dreyfus Family of Funds are proposing in
Proposal 1 a number of changes to certain of their fundamental policies and
investment restrictions. Approval of this Proposal would permit the
applicable funds to participate in a portfolio securities lending program,
to invest in other investment companies or to engage in futures and options
transactions, as the case may be. These changes would provide such funds
with greater management and/or investment flexibility, or the opportunity
for increased revenue, and would conform the relevant policies and
restrictions to those of most other similar funds in the Dreyfus Family of
Funds. These changes would not alter the funds' investment objectives or
basic investment policies.
Proposal 2 seeks stockholder approval to change the investment objective of
the funds listed under the Proposal. These funds are taxable fixed-income
funds that generally seek to provide high current income consistent with
the preservation of capital; the proposed investment objective is to
maximize total return, consisting of current income and capital
appreciation. Changing the investment objective as proposed would mean that
the funds will not only concentrate on generating a competitive monthly
dividend, but also will place more emphasis on trying to grow the principal
value of stockholders' investments.
Proposal 3 seeks stockholder approval to amend the organization documents
(i.e., the Charter) of some of the funds to permit the issuance of
additional classes of shares. Amending the Charter would provide these
funds the flexibility, as needed, to permit investors alternative methods
of purchasing fund shares, and could help maintain the competitive position
of these funds in relation to other funds that offer multiple classes of
shares.
Not all of these Proposals relate to your fund. You will have the
opportunity to vote separately on each Proposal that does relate to your
fund as set forth on the enclosed Proxy Card(s).
Q. How do the Board members of my fund recommend that I vote?
A. After careful consideration, the Board members of your fund recommend that
you vote in favor of all the Proposals listed on the enclosed Proxy
Card(s).
Q. What happens if I own shares in more than one fund?
A. If you have more than one fund account in your name at the same address,
you will receive a separate Proxy Card for each fund, but only one Proxy
Statement. Please vote all Proposals listed on each Proxy Card you receive.
Q. How can I vote my shares?
A. You can vote in any one of the following ways:
. By mail, with the enclosed Proxy Card(s) and postage-paid envelope;
. By telephone, with a toll-free call to the number listed on your Proxy
Card(s);
. Through the Internet, at the website address listed on your Proxy
Card(s); or
. In person at the meeting.
We encourage you to vote through the Internet, or by telephone using the
number that appears on your Proxy Card(s). These voting methods will save
the funds money because they would not have to pay for return-mail postage.
Whichever voting method you choose, please take the time to read the full
text of the Proxy Statement before you vote.
Q. I plan to vote by mail. How should I sign my Proxy Card?
A. If you are an individual account owner, please sign exactly as your name
appears on the Proxy Card. Either owner of a joint account may sign the
Proxy Card, but the signer's name must exactly match one that appears on
the card. You should sign the Proxy Card for other types of accounts in a
way that indicates your authority (for instance, "John Brown, Custodian").
Q. I am a small investor. Why should I bother to vote?
A. Your vote makes a difference. If numerous stockholders just like you fail
to vote their proxies, your fund may not receive enough votes to go forward
with its meeting. If this happens, we may need to mail proxies again -- a
costly proposition for your fund!
Q. Whom do I call for more information?
A. If you need more information, please call D.F. King & Co., Inc., your
fund's proxy solicitor, at 1-800-769-7666.
THE DREYFUS FAMILY OF FUNDS
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Notice of Special Meetings of Stockholders
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To the Stockholders:
Special Meetings of Stockholders of each of the funds in the Dreyfus Family
of Funds listed below (each, a "Fund" and, collectively, the "Funds") will be
held at the Grand Hyatt New York, Park Avenue at Grand Central Station, New
York, New York 10017 on Wednesday, December 18, 2002 at 3:00 p.m., Eastern time,
for the following purposes:
1. To approve changes to certain of the fundamental policies and
investment restrictions of the Funds in Groups A, B and C as follows:
A. With respect to Funds in Group A only, to permit or expand, as
the case may be, participation in a portfolio securities lending
program.
B. With respect to Funds in Group B only, to permit or expand, as
the case may be, investment in other investment companies.
C. With respect to Funds in Group C only, to permit futures and
options transactions.
2. With respect to Funds in Group D only, to change the Funds' investment
objective.
3. With respect to Funds in Group E only, to amend the Funds' Charter to
permit the issuance of additional classes of shares.
4. To transact such other business as may properly come before the
meeting, or any adjournment or adjournments thereof.
Stockholders of record at the close of business on October 22, 2002 will be
entitled to receive notice of and to vote at the meeting.
By Order of the Boards
Secretary
New York, New York
October 25, 2002
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WE NEED YOUR PROXY VOTE.
A STOCKHOLDER MAY THINK HIS OR HER VOTE IS NOT IMPORTANT, BUT IT IS VITAL. BY
LAW, THE MEETING OF STOCKHOLDERS OF A FUND WILL HAVE TO BE ADJOURNED WITHOUT
CONDUCTING ANY BUSINESS IF LESS THAN A QUORUM IS REPRESENTED. IN THAT EVENT, THE
AFFECTED FUND 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(S) OR OTHERWISE VOTE IMMEDIATELY.
YOU AND ALL OTHER STOCKHOLDERS WILL BENEFIT FROM YOUR COOPERATION.
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The Funds are:
Group A Funds
Dreyfus Index Funds, Inc.
- Dreyfus S&P 500 Index Fund
Dreyfus Midcap Index Fund, Inc.
Dreyfus New Leaders Fund, Inc.
Dreyfus Premier GNMA Fund
Dreyfus Stock Index Fund, Inc.
Dreyfus Variable Investment Fund
- Appreciation Portfolio
- Quality Bond Portfolio
- Small Cap Portfolio
- Special Value Portfolio
Stockholders of Group A Funds are being asked to approve Proposal 1A to
permit or expand, as the case may be, the Funds' participation in a
portfolio securities lending program.
Group B Funds
Dreyfus Growth Opportunity Fund, Inc.
Dreyfus Index Funds, Inc.
- Dreyfus S&P 500 Index Fund
Dreyfus Midcap Index Fund, Inc.
Dreyfus New Leaders Fund, Inc.
Dreyfus Premier California Municipal Bond Fund
Dreyfus Premier GNMA Fund
Dreyfus Premier Municipal Bond Fund
Dreyfus Premier New York Municipal Bond Fund
Dreyfus Premier State Municipal Bond Fund*
- Dreyfus Premier Value Equity Funds
Dreyfus Premier Value Fund
Dreyfus Short-Intermediate Government Fund
Dreyfus Stock Index Fund, Inc.
General California Municipal Bond Fund, Inc.
Stockholders of Group B Funds are being asked to approve Proposal 1B to
permit or expand, as the case may be, the Funds' ability to invest in
other investment companies.
Group C Funds
Dreyfus Premier GNMA Fund
Dreyfus Short-Intermediate Government Fund
Dreyfus Variable Investment Fund
- Quality Bond Portfolio
Stockholders of Group C Funds are being asked to approve Proposal 1C to
permit the Funds to engage in futures and options transactions.
Group D Funds
Dreyfus A Bonds Plus, Inc.
Dreyfus BASIC U.S. Mortgage Securities Fund
Dreyfus GNMA Fund, Inc.
Dreyfus Investment Grade Bond Funds, Inc.
- Dreyfus Intermediate Term Income Fund
- Dreyfus Short Term Income Fund
Dreyfus Premier GNMA Fund
Dreyfus Short-Intermediate Government Fund
Dreyfus U.S. Treasury Intermediate Term Fund
Dreyfus U.S. Treasury Long Term Fund
Dreyfus Variable Investment Fund
- Quality Bond Portfolio
The Dreyfus/Laurel Funds Trust
- Dreyfus Premier Limited Term High Income Fund
Stockholders of Group D Funds are being asked to approve Proposal 2 to change
the Funds' investment objective.
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* The Fund is a "series" investment company comprised of separate portfolios,
each of which is deemed a Fund, as applicable, in the Proxy Statement. The
series are: Connecticut, Florida, Maryland, Massachusetts, Michigan, Minnesota,
North Carolina, Ohio, Pennsylvania, Texas and Virginia.
i
Group E Funds
Dreyfus Florida Intermediate Municipal Bond Fund
Dreyfus Massachusetts Tax Exempt Bond Fund
Dreyfus New York Tax Exempt Intermediate Bond Fund
Dreyfus Short-Intermediate Government Fund
Dreyfus Short-Intermediate Municipal Bond Fund
Stockholders of Group E Funds are being asked to approve Proposal 3 to permit
the Funds to issue additional classes of shares.
ii
THE DREYFUS FAMILY OF FUNDS
COMBINED PROXY STATEMENT
Special Meetings of Stockholders
to be held on Wednesday, December 18, 2002
This Proxy Statement is furnished in connection with a solicitation of
proxies by the Board of each of the funds in the Dreyfus Family of Funds listed
in the accompanying Notice of Special Meetings of Stockholders (each, a "Fund"
and, collectively, the "Funds") to be used at the Special Meeting of
Stockholders (the "Meeting") of each Fund to be held on Wednesday, December 18,
2002 at 3:00 p.m., Eastern time, at the Grand Hyatt New York, Park Avenue at
Grand Central Station, New York, New York 10017, for the purposes set forth in
such Notice. Stockholders of record at the close of business on October 22, 2002
are entitled to receive notice of and to vote at the Meeting. Stockholders are
entitled to one vote for each Fund share held and fractional votes for each
fractional Fund share held. Stockholders can vote only on matters affecting the
Fund(s) of which they are stockholders. Shares represented by executed and
unrevoked proxies will be voted in accordance with the specifications made
thereon. If any enclosed form of proxy is executed and returned, it nevertheless
may be revoked by another proxy, by calling the toll-free telephone number,
through the Internet, by fax, or by letter or telegram directed to the relevant
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.
Stockholders of each Fund will vote as a single class and will vote
separately on each proposal on which stockholders of that Fund are entitled to
vote. If a proposal is approved by stockholders of one Fund and not approved by
stockholders of any other Fund, the proposal will be implemented for the Fund
that approved the proposal and will not be implemented for any Fund that did not
approve the proposal. Therefore, it is essential that stockholders who own
shares in more than one Fund complete, date, sign and return each proxy card
they receive, or otherwise vote immediately.
Information as to the number of shares outstanding and share ownership for
each Fund is set forth on Schedule 1 to this Proxy Statement.
It is estimated that proxy materials will be mailed to stockholders of
record on or about October 28, 2002. The principal executive offices of each
Fund are located at 200 Park Avenue, New York, New York 10166. Copies of each
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 1: TO APPROVE CHANGES TO CERTAIN OF THE FUNDS' FUNDAMENTAL POLICIES
AND INVESTMENT RESTRICTIONS
Only stockholders of Funds in Groups A, B or C vote on Proposal 1, as
described below.
Introduction
Management of each Fund believes it appropriate to modify certain
investment restrictions which are fundamental policies, as described below. The
Investment Company Act of 1940, as amended (the "1940 Act"), requires that a
relatively limited number of investment policies and restrictions be designated
as fundamental policies that may not be changed without stockholder approval./1/
When the Funds were formed, each Fund's Board adopted certain restrictions now
believed to be unduly restrictive, and designated certain other policies as
fundamental which are not required to be fundamental policies.
The Boards of the relevant Funds have approved changes to the Fund's
fundamental policies and investment restrictions and recommend stockholders
approve such changes, as follows:
(A) with respect to Funds in Group A only, to permit or expand, as the case
may be, participation in a portfolio securities lending program;
(B) with respect to Funds in Group B only, to permit or expand, as the case
may be, investment in other investment companies; and
(C) with respect to Funds in Group C only, to permit futures and options
transactions.
The Boards and Fund management believe that the changes are in the best
interests of the respective Funds and will enhance the ability of The Dreyfus
Corporation ("Dreyfus") to manage each Fund's assets and increase investment
management opportunities, or provide the opportunity for increased revenue. This
Proposal does not involve any change to a Fund's investment objective.
Changes in Fundamental Policies and Investment Restrictions
PROPOSAL 1(A): TO PERMIT OR EXPAND, AS THE CASE MAY BE, PARTICIPATION IN A
PORTFOLIO SECURITIES LENDING PROGRAM
Only stockholders of Funds in Group A vote on this Proposal 1(A).
Most of the funds in the Dreyfus Family of Funds have the ability to engage
in portfolio securities lending, and several participate in a securities lending
program operated by Mellon Bank, N.A. ("Mellon Bank"), the parent company of
Dreyfus. Funds in Group A either are not permitted by their fundamental policies
to lend their portfolio securities or are limited by such policies with respect
to the extent to which they can lend their portfolio securities, as described
below. The respective Boards of the Funds in Group A recommend that stockholders
approve the changes to the Funds' fundamental policies to permit the Funds to
participate to the fullest extent possible in securities lending, including in
the program sponsored by Mellon Bank.
The practice of mutual funds lending their portfolio securities to enhance
returns to stockholders has become accepted in the industry. Generally,
securities lending programs work as follows: A borrower (normally a
broker-dealer or other financial institution) seeks a specific security for one
of a variety of reasons. A lending agent, which operates a securities lending
program, will negotiate the terms of the loan with the borrower, and deliver the
security from one of the lenders participating in the program, in return for
collateral (cash or securities) from the borrower. Where the collateral is
securities, the borrower pays the lender a loan premium fee, part of which goes
to the lending agent for its services. When the collateral is cash, it is
invested on behalf of the lender by the lending agent, and the borrower is paid
a pre-negotiated cash collateral fee. The lender is compensated by the amount
earned from the investment of the cash collateral, after deducting the
borrower's fee and the portion of the return due to the lending agent.
The securities lending program operated by Mellon Bank normally accepts
only cash as collateral, although Treasury bills or other securities issued by
the U.S. Government also may be accepted. The collateral is marked-to-market
daily, and additional collateral deposited if the value of the collateral falls
below the minimum required, normally equal to 100%-105% of the value
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1 The policies required to be fundamental under the 1940 Act relate to (a) the
classification and subclassification under the 1940 Act within which the Fund
may operate, (b) borrowing money, (c) issuing senior securities, (d) engaging in
the business of underwriting securities issued by other persons, (e)
concentrating investments in a particular industry or group of industries, (f)
purchasing and selling real estate or commodities, (g) making loans to other
persons, and (h) changing the nature of the business so as to cease to be an
investment company.
2
of the security loaned. Any loan of Fund portfolio securities would be
terminable by the Fund at will, at any time. Should the borrower of the
securities fail financially, the lending Fund may experience delays in
recovering the loaned securities or exercising its rights in the collateral. The
list of potential borrowers includes only those entities which have otherwise
been approved under Dreyfus money market fund creditworthiness procedures. In a
loan transaction, the lending Fund will bear the risk of any decline in value of
securities acquired with cash collateral. A lending Fund will minimize this risk
by limiting the investment of cash collateral to repurchase agreements or other
high quality instruments with short maturities or, if permitted by its policies,
shares of money market funds advised by Dreyfus.
Currently, Dreyfus Premier GNMA Fund is not permitted by its fundamental
policies to lend portfolio securities. The Fund's fundamental policy with
respect to making loans to others currently reads as follows:
"Dreyfus Premier GNMA Fund may not make loans to others, except through the
purchase of debt obligations referred to in the Prospectus."
Currently, Dreyfus S&P 500 Index Fund, Dreyfus Midcap Index Fund, Inc. and
Dreyfus Stock Index Fund, Inc. are limited to 30%, Special Value Portfolio is
limited to 20%, and Dreyfus New Leaders Fund, Inc., Appreciation Portfolio,
Quality Bond Portfolio and Small Cap Portfolio are limited to 10% by their
respective fundamental policies as to the amount of the Fund's total assets that
may be the subject of portfolio securities loans. These Funds' fundamental
policies with respect to making loans to others currently read, in relevant
part, as follows:
"The Fund may not lend any funds or other assets, except through the
purchase of [a portion of an issue of publicly distributed bonds,
debentures or other] debt securities, or the purchase of bankers'
acceptances and commercial paper of corporations and other entities.
However, the Fund may lend its portfolio securities in any amount not to
exceed [30%/20%/10%] of the value of its total assets. Any loans of
portfolio securities will be made according to guidelines established by
the Securities and Exchange Commission and the Fund's Board."
If approved by the respective Fund's stockholders, each Fund's fundamental
policy with respect to making loans to other persons in connection with lending
portfolio securities would be changed to allow the Fund to lend its portfolio
securities in an amount not to exceed the maximum amount permitted under the
1940 Act (currently, no more than 331/3% of the value of the Fund's total
assets). The changes also would clarify, in certain cases, the Fund's
flexibility to engage in transactions that might be deemed to involve loans,
such as the purchase of certain debt instruments. Such policy would read, in
relevant part, as follows:
"The Fund may not lend any securities or make loans to others, except to
the extent permitted under the 1940 Act (which currently limits such loans
to no more than 331/3% of the value of the Fund's total assets) or as
otherwise permitted by the Securities and Exchange Commission. For purposes
of this Investment Restriction, the purchase of debt obligations (including
acquisitions of loans, loan participations or other forms of debt
instruments) and the entry into repurchase agreements shall not constitute
loans by the Fund. Any loans of portfolio securities will be made according
to guidelines established by the Securities and Exchange Commission and the
Fund's Board."
* * *
PROPOSAL 1(B): TO PERMIT OR EXPAND, AS THE CASE MAY BE, INVESTMENT IN OTHER
INVESTMENT COMPANIES
Only stockholders of Funds in Group B vote on this Proposal 1(B).
Most of the funds in the Dreyfus Family of Funds have the ability to invest
in securities issued by other investment companies. Funds in Group B either are
not permitted by their fundamental policies to invest in other open-end
investment companies or are limited by such policies in the types of other
investment companies in which they may invest or the circumstances under which
such investment may be made. The respective Boards of the Funds in Group B
recommend that stockholders approve the changes to the Funds' fundamental
policies to permit the Funds to invest in the securities of other investment
companies to the extent permitted under the 1940 Act, as described below, and
make such policies non-fundamental. Non-fundamental policies may be changed by
the Fund's Board at any time without stockholder approval.
Generally, if the changes are approved by stockholders, a Fund would be
able to invest its uninvested cash or, if it participated in the securities
lending program, cash collateral received from borrowers of the Fund's portfolio
securities, in shares of one or more money market funds advised by Dreyfus. The
Funds also would be able to invest in the securities of other investment
3
companies for investment purposes. For example, certain Funds would be able to
invest in shares of exchange-traded investment companies (commonly known as
"ETFs") designed to provide investment results corresponding to an equity or
fixed-income securities index.
Under the 1940 Act, a Fund's investment in the securities of other
investment companies, subject to certain exceptions, currently is limited to (i)
3% of the total voting stock of any one investment company, (ii) 5% of the
Fund's total assets with respect to any one investment company and (iii) 10% of
the Fund's total assets in the aggregate. The Securities and Exchange Commission
(the "SEC") has granted an Exemptive Order to the Funds and Dreyfus which
generally permits each Dreyfus-managed fund to use cash collateral received from
borrowers of the fund's portfolio securities, and any other uninvested cash held
by the fund, to purchase shares of one or more institutional money market funds
advised by Dreyfus in excess of the percentage limitations imposed by the 1940
Act on investments in other investment companies. While granting relief from
such limitations for both the investment of cash collateral and other uninvested
cash, the Exemptive Order does require that a fund not invest its uninvested
cash (monies totally separate and apart from any cash collateral received in
connection with the securities lending program) in other investment companies in
excess of 25% of its total assets.
Investments in the securities of other investment companies may involve
duplication of advisory fees and other expenses. With respect to the management
fees to be earned by Dreyfus in connection with the investment of one fund's
uninvested cash, totally separate and apart from the securities lending program,
in another Dreyfus fund, Dreyfus will reduce the management fee charged the
first fund by the amount of the fee it earns in the second fund. For example, if
uninvested cash from an equity fund where Dreyfus is earning a 0.75% management
fee were to be invested in a money market fund where Dreyfus is earning a 0.20%
management fee, Dreyfus would reduce its fee charged to the equity fund on those
assets by 0.20%.
Currently, Dreyfus Premier California Municipal Bond Fund, Dreyfus Premier
GNMA Fund, Dreyfus Premier Municipal Bond Fund, Dreyfus Premier New York
Municipal Bond Fund, Dreyfus Premier State Municipal Bond Fund, Dreyfus
Short-Intermediate Government Fund, and General California Municipal Bond Fund,
Inc. are not permitted to invest in the securities of other investment
companies, except as they may be acquired as part of a merger, consolidation or
acquisition of assets. Dreyfus Growth Opportunity Fund, Inc., Dreyfus S&P 500
Index Fund, Dreyfus Midcap Index Fund, Inc., Dreyfus New Leaders Fund, Inc.,
Dreyfus Premier Value Fund and Dreyfus Stock Index Fund, Inc. currently are not
permitted to purchase or retain securities issued by other open-end investment
companies, and may invest in closed-end investment companies only in limited
circumstances.
If approved by the respective Fund's stockholders, each Fund's current
fundamental policy with respect to investing in the securities of other
investment companies would be replaced in its entirety with a non-fundamental
policy that could be changed by the Fund's Board members at any time without
stockholder approval. The non-fundamental policy would read as follows:
"The Fund may not purchase securities of other investment companies, except
to the extent permitted under the 1940 Act."
* * *
PROPOSAL 1(C): TO PERMIT FUTURES AND OPTIONS TRANSACTIONS
Only stockholders of Funds in Group C vote on this Proposal 1(C).
Management believes that in a rapidly changing market it is important for
each Fund in Group C to have greater flexibility in the types of investment
techniques in which the Fund is permitted to engage. By expanding the universe
of investment techniques in which these Funds may engage to include futures and
options transactions, management will be given the opportunity to adjust the
Fund's portfolio from time to time in such manner as it then deems appropriate.
Specifically, this Proposal involves changing the Funds' investment
techniques and certain investment restrictions relating thereto to permit the
Funds to engage in options, futures and options on futures (including those
relating to securities, indices, and interest rates), which are forms of
derivatives. Most of the funds in the Dreyfus Family of Funds that are not money
market funds currently have the ability to engage in such derivative
transactions.
If approved by the relevant Fund's stockholders, the Fund would be
permitted, but not required, to use these derivatives as a substitute for taking
a position in the underlying assets, to increase returns, to manage interest
rate risk, or as part of a hedging strategy. The use of derivatives involves
risks different from, or possibly greater than, the risks associated with
investing directly in the underlying assets. Derivatives can be highly volatile,
illiquid and difficult to value, and there is the risk that changes in the value
of a derivative held by the Fund will not correlate with the Fund's other
investments. A small investment in derivatives
4
could have a potentially large impact on the Fund's performance. For a more
detailed discussion of these investment techniques, and their related risks, see
Exhibit A to this Proxy Statement.
If this Proposal is approved by the relevant Fund's stockholders, the
Fund's current investment restrictions will be revised to the extent necessary
to permit the Fund to, or clarify the extent to which the Fund may, engage in
futures and options transactions. Each of these restrictions, except the
restriction pertaining to pledging, hypothecating, mortgaging or otherwise
encumbering Fund assets, is a fundamental policy.
If approved by the Fund's stockholders, the relevant investment
restrictions of the indicated Fund would read as follows (new language is
underscored and language to be deleted is in brackets):
Dreyfus Premier GNMA Fund may not:
"Borrow money, except to the extent permitted under the 1940 Act (which
currently limits borrowing to no more than 331/3% of the value of the
Fund's total assets). For purposes of this Investment Restriction, the
entry into options, forward contracts, futures contracts, including those
relating to indices, and options on futures contracts or indices shall not
constitute borrowing."
"Sell securities short or purchase securities on margin [or write or
purchase put or call options or combinations thereof], but the Fund may
make margin deposits in connection with transactions in options, forward
contracts, futures contracts, and options on futures contracts."
"Purchase or sell real estate, real estate investment trust securities,
commodities, or oil and gas interests, except that the Fund may purchase
and sell options, forward contracts, futures contracts, including those
relating to indices, and options on futures contracts or indices, and
provided that the Fund may purchase Ginnie Maes without limitation."
"Pledge, hypothecate, mortgage or otherwise encumber 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 in connection with writing covered put and call
options and margin arrangements with respect to options, forward contracts,
futures contracts, including those relating to indices, and options on
futures contracts or indices."
* * *
Dreyfus Short-Intermediate Government Fund may not:
"Borrow money, except to the extent permitted under the 1940 Act (which
currently limits borrowing to no more than 331/3% of the value of the
Fund's total assets). For purposes of this Investment Restriction, the
entry into options, forward contracts, futures contracts, including those
relating to indices, and options on futures contracts or indices shall not
constitute borrowing."
"Purchase securities on margin [or write or purchase put or call options or
combinations thereof], but the Fund may make margin deposits in connection
with transactions in options, forward contracts, futures contracts, and
options on futures contracts."
"Purchase or sell real estate, real estate investment trust securities,
commodities or commodity contracts, or oil and gas interests, except that
the Fund may purchase and sell options, forward contracts, futures
contracts, including those relating to indices, and options on futures
contracts or indices."
"Pledge, mortgage, hypothecate or otherwise encumber 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 in connection with writing covered put and call
options and margin arrangements with respect to options, forward contracts,
futures contracts, including those relating to indices, and options on
futures contracts or indices."
* * *
Dreyfus Variable Investment Fund - Quality Bond Portfolio may not:
"Borrow money, except ... to the extent permitted under the 1940 Act (which
currently limits borrowing to no more than 331/3% of the value of the
Portfolio's total assets). ... For purposes of this Investment Restriction,
the entry into
5
options, forward contracts, futures contracts, including those relating to
indices, and options on futures contracts or indices shall not constitute
borrowing."
"Sell securities short or purchase securities on margin, except that ...
each Portfolio may obtain such short-term credit as may be necessary for
the clearance of purchases and sales of securities and the Quality Bond
Portfolio may make margin deposits in connection with transactions in
options, forward contracts, futures contracts, and options on futures
contracts."
"Purchase or sell real estate or real estate investment trust securities,
but each Portfolio may purchase and sell securities that are secured by
real estate and may purchase and sell securities issued by companies that
invest or deal in real estate, and the Quality Bond Portfolio may purchase
and sell options, forward contracts, futures contracts, including those
relating to indices, and options on futures contracts or indices."
"Invest in commodities, except that the Appreciation, [and] Special Value
and Quality Bond Portfolios may invest in futures contracts, including
those related to indices, and options on futures contracts or indices, and
commodities underlying or related to any such futures contracts as well as
invest in forward contracts and currency options."
"Pledge, hypothecate, mortgage or otherwise encumber its assets, except to
the extent necessary to secure permitted borrowings. The Appreciation,
Small Cap, [and] Special Value and Quality Bond Portfolios' entry into
collateral arrangements with respect to options, currency options, futures
contracts, including those related to indices, and options on futures
contracts or indices and arrangements with respect to initial or variation
margin for futures contracts or options will not be deemed to be pledges of
such Portfolio's assets."
* * *
Vote Required and Each Board's Recommendation
Approval of changes to fundamental policies, for each respective Fund, as
set forth on the Fund's proxy card, requires the affirmative vote of (a) 67% of
the Fund's outstanding voting securities present at the Meeting, if the holders
of more than 50% of the Fund's outstanding voting securities are present or
represented by proxy, or (b) more than 50% of the Fund's outstanding voting
securities, whichever is less.
EACH FUND'S BOARD RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" APPROVAL OF THE
CHANGES TO CERTAIN OF THE FUND'S FUNDAMENTAL POLICIES AND INVESTMENT
RESTRICTIONS.
PROPOSAL 2: TO CHANGE THE FUNDS' INVESTMENT OBJECTIVE
Only stockholders of Funds in Group D vote on Proposal 2.
The investment objective of each Fund in Group D generally is to provide
high current income consistent with the preservation of capital./2/ Each Fund's
objective is a fundamental policy that cannot be changed without stockholder
approval.
Management believes, and each Fund's Board concurs, that it is in the
stockholders' best interests to make use of each Fund's broad investment
parameters and invest with an objective of maximizing total return, consisting
of current income and capital appreciation. Accordingly, each Fund's Board has
approved, subject to stockholder approval, changing the Fund's investment
objective to maximizing total return, consisting of capital appreciation and
current income. Changing the investment objective as proposed would mean that
the Funds will not only concentrate on generating a competitive monthly
dividend, but also will place more emphasis on trying to grow the principal
value of stockholders' investments.
In all other respects, each Fund's management policies, investment
restrictions and available investment techniques would remain as described in
the Fund's prospectus and statement of additional information. The Funds'
portfolio managers generally seek to add value and diversify risk by using a
research-oriented investment process that combines duration/yield curve
analysis, sector weighting, and security selection. By managing the Funds
pursuant to a total return objective, management believes the
- ----------------------------
/2/ Specifically, Dreyfus A Bonds Plus, Inc. and the Quality Bond Portfolio of
Dreyfus Variable Investment Fund each seek to maximize current income to the
extent consistent with the preservation of capital and the maintenance of
liquidity; Dreyfus Premier Limited Term High Income Fund of The Dreyfus/Laurel
Funds Trust seeks high current income; and each other Fund in Group D seeks to
provide as high a level of current income as is consistent with the preservation
of capital.
6
portfolio managers can more effectively employ this investment process to the
benefit of stockholders and continue to invest in the same types of securities.
In seeking principal growth, income sometimes can be sacrificed, but management
believes that the Fund's dividend payout can remain competitive while pursuing a
total return objective. Also, in seeking principal growth, certain market
environments may cause the Fund's share price to become more volatile. However,
there are also certain other market environments in which a more strict income
focus can result in higher share price volatility, compared with a fund being
managed for total return.
Vote Required and the Board's Recommendation
Approval of this Proposal, for each respective Fund, requires the
affirmative vote of (a) 67% of the Fund's outstanding voting securities present
at the Meeting, if the holders of more than 50% of the Fund's outstanding voting
securities are present or represented by proxy, or (b) more than 50% of the
Fund's outstanding voting securities, whichever is less.
EACH FUND'S BOARD RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" APPROVAL OF THE
CHANGE TO THE FUND'S INVESTMENT OBJECTIVE.
PROPOSAL 3: TO AMEND THE FUNDS' CHARTER TO PERMIT THE ISSUANCE OF ADDITIONAL
CLASSES OF SHARES
Only stockholders of Funds in Group E vote on Proposal 3.
The Charter (i.e., Agreement and Declaration of Trust, as amended) of each
Fund in Group E currently provides for the issuance of one class of shares with
each share representing an equal proportionate interest in the Fund. Each Fund's
Board recommends that the Fund's Charter be amended to permit the Board, without
further stockholder action, to cause to be issued one or more additional classes
of shares having such preferences or special or relative rights and privileges
as the Board members may determine, to the extent permitted under the 1940 Act.
Currently, the Charter of each other fund in the Dreyfus Family of Funds (except
some money market funds) permits the issuance of additional classes of shares.
The purpose of the amendment would be to permit the Funds to take advantage
of alternative methods of selling Fund shares to attract new investors and
assets to the Fund. Attracting new assets could benefit Fund stockholders by
increasing investment flexibility for the Fund and lowering the Fund's overall
expense ratio over time through the spreading of fixed costs of Fund operations
over a larger asset base. Each Fund's Board believes that, under certain
circumstances, providing investors with alternative methods of purchasing Fund
shares would (i) enable investors to choose the purchasing method which best
suits their individual situation; (ii) facilitate distribution of the Fund's
shares; and (iii) maintain the competitive position of the Fund in relation to
other funds that have implemented or are seeking to implement similar
distribution arrangements.
If this amendment to the Charter is approved by a Fund's stockholders, the
Fund would be permitted to offer two or more classes of shares representing
interests in the same portfolio of investments. The classes most likely would
differ principally in the method of offering shares to investors (e.g., pursuant
to a front-end sales load or contingent deferred sales load and/or subject to a
Rule 12b-1 plan or non-Rule 12b-1 shareholder service plan). Any such additional
class of shares would participate in all other respects on an equal
proportionate basis with all other classes of shares, including as to investment
income, realized and unrealized gains and losses on portfolio investments and
all other operating expenses of the Fund. All classes of shares would vote
together as a single class at meetings of stockholders except that shares of a
class which is affected by any matter in a manner materially different from
shares of other classes would vote as a separate class and holders of shares of
a class not affected by a matter would not vote on that matter.
In the case of Dreyfus Short-Intermediate Municipal Bond Fund, the Fund's
Board has approved, subject to stockholder approval of this Proposal, the
issuance of additional classes of shares. Specifically, the Fund would offer
Class A, B, P and S shares, in addition to the current class of shares which
would be reclassified as Class D shares. Class A shares would be offered subject
to a front-end sales charge, Class B and Class S shares would be subject to a
contingent deferred sales charge upon redemption, and Class P shares would be
subject to a higher minimum initial investment amount than the other classes.
Class B and Class S shares also would be subject to a Rule 12b-1 plan. These new
classes of shares would be offered through financial advisers, brokers and
certain other financial intermediaries that have entered into agreements with
Dreyfus Service Corporation, the Fund's distributor. Current Fund stockholders
will not be affected by the proposed new class structure, except that their Fund
shares would be designated as Class D shares. Class D shares would continue to
be offered at net asset value (without any sales charge) in the same manner as
the Fund's existing shares are offered.
7
None of the other Funds in Group E has any current intention of offering
additional classes of shares. The determination whether to implement any such
arrangement would be made in light of then existing business conditions. Each
Fund's Board members, however, recommend that Fund stockholders approve the
amendment to the Fund's Charter at this time in order to permit the Fund to take
advantage of such opportunities as may exist in the future to develop
alternative sales and distribution arrangements.
Subject to stockholder approval, each Fund's Board approved this amendment.
The Board members of each Fund believe that approval of the proposed amendment
is in the best interests of the Fund and its stockholders.
Vote Required and Each Board's Recommendation
For each Fund, approval of this Proposal requires the affirmative vote of a
majority of the Fund's shares outstanding and entitled to vote.
EACH FUND'S BOARD RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" APPROVAL TO AMEND
EACH FUND'S CHARTER TO PERMIT THE ISSUANCE OF ADDITIONAL CLASSES OF SHARES.
ADDITIONAL INFORMATION
Service Providers
Dreyfus, located at 200 Park Avenue, New York, New York 10166, serves as
each Fund's investment adviser.
Dreyfus Service Corporation, a wholly-owned subsidiary of Dreyfus with
principal offices at 200 Park Avenue, New York, New York 10166, serves as each
Fund's distributor.
Dreyfus Transfer, Inc., a wholly-owned subsidiary of Dreyfus, 200 Park
Avenue, New York, New York 10166, serves as each Fund's transfer and dividend
disbursing agent.
Voting Information
Each Fund will bear its pro rata share of the cost of soliciting proxies
based on the net assets of the Fund. In addition to the use of the mails,
proxies may be solicited personally or by telephone, and each Fund may pay
persons holding Fund shares in their names or those of their nominees for their
expenses in sending soliciting materials to their principals. Each Fund has
retained D.F. King & Co., Inc. to assist in the solicitation of proxies
primarily by contacting stockholders by telephone, which will cost approximately
$600,000, such cost to be borne pro rata among the Funds based on the net assets
of the Funds. Authorizations to execute proxies may be obtained by fax, or by
telephonic instructions in accordance with procedures designed to authenticate
the stockholder's identity. In all cases where a telephonic proxy is solicited
(as opposed to where the stockholder calls the toll-free number directly to
vote), the stockholder will be asked to provide his or her address, social
security number (in the case of an individual) or taxpayer identification number
(in the case of a non-individual) and to confirm that the stockholder has
received the Fund's Proxy Statement and proxy card in the mail. Within 72 hours
of receiving a stockholder's solicited telephonic voting instructions, a
confirmation will be sent to the stockholder to ensure that the vote has been
taken in accordance with the stockholder's instructions and to provide a
telephone number to call immediately if the stockholder's instructions are not
correctly reflected in the confirmation. Shares represented by executed and
unrevoked proxies will be voted in accordance with the specifications made
thereon, and if no voting instructions are given, shares will be voted "FOR" the
Proposals. Any stockholder giving a proxy may revoke it at any time before it is
exercised by submitting to the Fund a written notice of revocation or a
subsequently executed proxy, by calling the toll-free telephone number or
through the Internet, or by attending the Meeting and voting in person.
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 Fund
shares on a particular matter with respect to which the broker or nominee does
not have a discretionary power) or is marked with an abstention (collectively,
"abstentions"), the Fund 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. Abstentions will not constitute a vote in favor of
a Proposal. For this reason, abstentions will have the effect of a "no" vote for
the purpose of obtaining requisite approval for the Proposals.
If a quorum is not present at the Meeting, or if a quorum is present but
sufficient votes to approve a Proposal are not received, the persons named as
proxies may propose one or more adjournments of the Meeting to permit further
solicitation of
8
proxies. In determining whether to adjourn the Meeting, the following factors
may be considered: the nature of the Proposal, the percentage of favorable votes
actually cast, the percentage of negative votes actually cast, and the nature of
any further 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 one or more
of the Proposals 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
Proposals in favor of such adjournment, and will vote those proxies required to
be voted "AGAINST" the Proposals against any adjournment.
Shares of Dreyfus Stock Index Fund, Inc. and Dreyfus Variable Investment
Fund have been offered only to separate accounts established by insurance
companies ("Participating Insurance Companies") to fund variable annuity
contracts and variable life insurance policies (collectively referred to as the
"Policies"). As the owner of all of the assets held in such separate accounts,
the Participating Insurance Companies are the record owners of such Fund's
shares. However, pursuant to applicable laws, Fund shares held in a separate
account which are attributable to Policies will be voted by the relevant
Participating Insurance Company in accordance with instructions received from
the holders of the Policies ("Policyowners"). Participating Insurance Companies
have agreed to solicit instructions from Policyowners holding Fund shares in the
relevant separate account as of the record date of the Meeting and to vote by
proxy the shares at the Meeting according to such instructions. To be effective,
voting instructions must be received by Participating Insurance Companies prior
to the close of business on December 17, 2002. Such instructions may be revoked
at any time prior to the Meeting by written notice of revocation or another
voting instructions form delivered to the relevant Participating Insurance
Company. Participating Insurance Companies will vote by proxy (i) Fund shares as
to which no timely instructions are received, (ii) Fund shares owned exclusively
by the relevant Participating Insurance Company or its affiliates and (iii) Fund
shares held in the separate account representing charges imposed by the relevant
Participating Insurance Company against the separate account, for or against the
relevant Proposal in the same proportion as the voting instructions received
from Policyowners. Additional information regarding voting instruction rights is
provided in the prospectus or statement of additional information for the
Policies.
OTHER MATTERS
Each Fund's Board is 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.
Stockholders wishing to submit proposals for inclusion in a proxy statement
for a Fund's stockholder meeting subsequent to this Meeting, if any, must submit
such proposals a reasonable period of time before the Fund begins to print and
mail the proxy materials for such meeting.
NOTICE TO BANKS, BROKER/DEALERS AND VOTING TRUSTEES
AND THEIR NOMINEES
Please advise the appropriate Fund, in care of Dreyfus Transfer, Inc., P.O.
Box 9263, Boston, Massachusetts 02205-8501, whether other persons are the
beneficial owners of Fund shares for which proxies are being solicited from you,
and, if so, the number of copies of this Proxy Statement and other soliciting
material you wish to receive in order to supply copies to the beneficial owners
of shares.
IT IS IMPORTANT THAT PROXIES BE VOTED PROMPTLY. THEREFORE, STOCKHOLDERS WHO DO
NOT EXPECT TO ATTEND THE MEETING(S) IN PERSON ARE URGED TO COMPLETE, SIGN, DATE
AND RETURN EACH PROXY CARD IN THE ENCLOSED STAMPED ENVELOPE, OR TO OTHERWISE
VOTE IMMEDIATELY.
Dated: October 25, 2002
9
SCHEDULE 1
PERTAINING TO SHARE OWNERSHIP
Set forth below for each Fund is information as to the number of shares of
the Fund outstanding and those stockholders known by the Fund, if any, to own
beneficially 5% or more of the Fund's outstanding voting securities as of
September 24, 2002. A stockholder who beneficially owns, directly or indirectly,
more than 25% of a Fund's voting securities may be deemed a "control person" (as
defined in the 1940 Act) of the Fund.
Name of Fund and Number of Name and Address of Amount of Class Percentage of Class
Shares Outstanding Stockholder of Shares Held of Shares Held
- ---------------------------- --------------------------------- ----------------------------- -----------------------------
Dreyfus A Bonds Plus, Inc. Nationwide Variable Account 8,340,889.110 19.30%
P.O. Box 182029
43,220,552.337 Columbus, OH 43218
The Guardian Insurance & 3,498,094.121 8.09%
Annuity Company, Inc.
3900 Burgess Place
Bethlehem, PA 18017
Travelers Insurance Company 2,819,446.758 6.52%
One Tower Square
Hartford, CT 06183
Charles Schwab & Company, Inc. 2,601,745.795 6.02%
101 Montgomery Street
San Francisco, CA 94104
Dreyfus BASIC U.S. Valic Separate Account 4,984,201.937 31.25%
Mortgage Securities Fund 2929 Allen Parkway
Suite L7-01
15,947,949.587 Houston, TX 77019
Fiserv Securities, Inc. 843,029.169 5.29%
One Commerce Square
2005 Market Street
Suite 1200
Philadelphia, PA 19103
Dreyfus Florida Intermediate Charles Schwab & Company, Inc. 959,672.957 5.11%
Municipal Bond Fund 101 Montgomery Street
San Francisco, CA 94104
18,786,240.145
Dreyfus GNMA Fund, Inc. Charles Schwab & Company, Inc. 5,271,483.317 7.45%
101 Montgomery Street
70,739,507.740 San Francisco, CA 94104
Dreyfus Growth Opportunity N/A N/A N/A
Fund, Inc.
35,637,757.058
S-1
Name of Fund and Number of Name and Address of Amount of Class Percentage of Class
Shares Outstanding Stockholder of Shares Held of Shares Held
- ---------------------------- --------------------------------- ----------------------------- -----------------------------
Dreyfus S&P 500 Index Fund Financial Service Exchange 20,458,935.095 24.25%
5319 U.S. Highway
84,362,537.020 New Port Richey, FL 34652
Charles Schwab & Company, Inc. 13,043,897.380 15.46%
101 Montgomery Street
San Francisco, CA 94104
Fidelity Investments 11,163,301.795 13.23%
100 Magellan Way
Covington, KY 41015
The Guardian Insurance & 5,225,949.991 6.19%
Annuity Company, Inc.
3900 Burgess Place
Bethlehem, PA 18017
Dreyfus Intermediate Term National Investors Services 411,630.785 64.76%
Income Fund Corporation (Institutional Shares) (Institutional Shares)
55 Water Street
60,921,076.419 Floor 32
New York, NY 10041
Institutional Shares Muncy & Company 167,485.186 26.35%
635,586.740 2 North Main Street (Institutional Shares) (Institutional Shares)
Muncy, PA 17756
Investor Shares Trust Company of the Berkshires 52,774.774 8.30%
60,285,489.679 P.O. Box 1759 (Institutional Shares) (Institutional Shares)
Pittsfield, MA 01202
Charles Schwab & Company, Inc. 25,885,152.187 42.94%
101 Montgomery Street (Investor Shares) (Investor Shares)
San Francisco, CA 94104
Wells Fargo 8,653,562.480 14.35%
608 Second Avenue (Investor Shares) (Investor Shares)
Minneapolis, MN 55479
S-2
Name of Fund and Number of Name and Address of Amount of Class Percentage of Class
Shares Outstanding Stockholder of Shares Held of Shares Held
- ---------------------------- --------------------------------- ----------------------------- -----------------------------
NFSC 5,992,717.828 9.94%
82 Devonshire Street (Investor Shares) (Investor Shares)
Boston, MA 02109
Donaldson, Lufkin & Jenrette 3,078,430.390 5.11%
Securities Corporation, Inc. (Investor Shares) (Investor Shares)
P.O. Box 2052
Jersey City, NJ 07303
Dreyfus Short Term NFSC 19,000,877.291 20.34%
Income Fund 82 Devonshire Street
Boston, MA 02109
93,429,977.709
Charles Schwab & Company, Inc. 17,510,847.694 18.74%
101 Montgomery Street
San Francisco, CA 94104
Donaldson, Lufkin & Jenrette 5,332,976.927 5.71%
Securities Corporation, Inc.
P.O. Box 2052
Jersey City, NJ 07303
Dreyfus Massachusetts Tax Charles Schwab & Company, Inc. 696,730.470 7.66%
Exempt Bond Fund 101 Montgomery Street
San Francisco, CA 94104
9,089,886.527
Dreyfus Midcap Index Fund, Inc. Charles Schwab & Company, Inc. 12,322,303.786 31.15%
101 Montgomery Street
39,551,962.921 San Francisco, CA 94104
NFSC 4,077,082.270 10.31%
82 Devonshire Street
Boston, MA 02109
First Union National Bank 3,630,889.727 9.18%
1525 W. WT Harris Boulevard
Charlotte, NC 28262
MAC & Company 3,463,844.187 8.76%
Mellon Private Asset Management
P.O. Box 534005
Pittsburgh, PA 15253
Dreyfus New Leaders Fund, Inc. Boston Safe Deposit & Trust 2,064,875.177 13.97%
Company
14,778,943.781 135 Santilli Highway
Everett, MA 02149
S-3
Name of Fund and Number of Name and Address of Amount of Class Percentage of Class
Shares Outstanding Stockholder of Shares Held of Shares Held
- ---------------------------- --------------------------------- ----------------------------- -----------------------------
Charles Schwab & Company, Inc. 936,244.387 6.34%
101 Montgomery Street
San Francisco, CA 94104
Dreyfus New York Tax Exempt Charles Schwab & Company, Inc. 1,775,278.053 8.52%
Intermediate Bond Fund 101 Montgomery Street
San Francisco, CA 94104
20,835,019.797
Donaldson, Lufkin & Jenrette 1,319,183.820 6.33%
Securities Corporation, Inc.
P.O. Box 2052
Jersey City, NJ 07303
NFSC 1,315,903.027 6.32%
82 Devonshire Street
Boston, MA 02109
Dreyfus Premier California Salomon Smith Barney, Inc. 940,836.246 10.39%
Municipal Bond Fund 333 West 34th Street (Class A Shares) (Class A Shares)
3rd Floor
10,462,460.760 New York, NY 10001
Merrill Lynch, Pierce, Fenner 471,549.787 5.21%
& Smith for the Benefit of (Class A Shares) (Class A Shares)
Class A Shares G. Weiss
9,056,816.616 4800 Deer Lake Drive
Jacksonville, FL 32246
Class B Shares
1,224,731.614 Merrill Lynch, Pierce, Fenner 126,493.132 10.33%
& Smith for the Sole Benefit (Class B Shares) (Class B Shares)
Class C Shares of its Customers
180,912.530 4800 Deer Lake Drive
Jacksonville, FL 32246
Wells Fargo Investments LLC 95,785.537 7.82%
608 Second Avenue South (Class B Shares) (Class B Shares)
8th Floor
Minneapolis, MN 55402
Merrill Lynch, Pierce, Fenner 48,587.751 26.86%
& Smith for the Sole Benefit (Class C Shares) (Class C Shares)
of its Customers
4800 Deer Lake Drive
Jacksonville, FL 32246
Dean Witter for the Benefit 37,017.092 20.46%
of N. Clay, Trustee (Class C Shares) (Class C Shares)
P.O. Box 250
New York, NY 10008
S-4
Name of Fund and Number of Name and Address of Amount of Class Percentage of Class
Shares Outstanding Stockholder of Shares Held of Shares Held
- ---------------------------- --------------------------------- ----------------------------- -------------------------
Bear Stearns Securities 17,500.000 9.67%
Corporation (Class C Shares) (Class C Shares)
1 Metrotech Center
Brooklyn, NY 11201
Shevick Credit Sheter 16,772.237 9.27%
Trust B (Class C Shares) (Class C Shares)
UA 1/26/1987
P.O. Box 1139
Windsor, CA 95492
First Clearing Corporation 12,378.210 6.84%
107 North Park Drive (Class C Shares) (Class C Shares)
Glen Allen, VA 23060
Wells Fargo Investments LLC 11,023.494 6.09%
608 Second Avenue South (Class C Shares) (Class C Shares)
8th Floor
Minneapolis, MN 55402
Dreyfus Premier GNMA Fund Donaldson, Lufkin & Jenrette 752,392.859 11.92%
Securities Corporation, Inc. (Class A Shares) (Class A Shares)
12,575,674.630 P.O. Box 2052
Jersey City, NJ 07303
Class A Shares
6,311,474.605 Merrill Lynch, Pierce, Fenner 483,586.857 7.66%
& Smith for the Sole Benefit (Class A Shares) (Class A Shares)
Class B Shares of its Customers
4,593,382.762 4800 Deer Lake Drive
Jacksonville, FL 32246
Class C Shares
1,670,817.263 NFSC 368,019.424 5.83%
82 Devonshire Street (Class A Shares) (Class A Shares)
Boston, MA 02109
Donaldson, Lufkin & Jenrette 594,519.814 12.94%
Securities Corporation, Inc. (Class B Shares) (Class B Shares)
P.O. Box 2052
Jersey City, NJ 07303
Merrill Lynch, Pierce, Fenner 561,874.276 12.23%
& Smith for the Sole Benefit of (Class B Shares) (Class B Shares)
its Customers
4800 Deer Lake Drive
Jacksonville, FL 32246
NFSC 497,350.792 10.83%
82 Devonshire Street (Class B Shares) (Class B Shares)
Boston, MA 02109
S-5
Name of Fund and Number of Name and Address of Amount of Class Percentage of Class
Shares Outstanding Stockholder of Shares Held of Shares Held
- ---------------------------- --------------------------------- ----------------------------- -----------------------------
Fiserv Securities, Inc. 374,154.548 8.15%
One Commerce Square (Class B Shares) (Class B Shares)
2005 Market Street
Suite 1200
Philadelphia, PA 19103
First Clearing Corporation 322,946.836 7.03%
107 North Park Drive (Class B Shares) (Class B Shares)
Glen Allen, VA 23060
Wedbush Morgan Securities 565,698.048 33.86%
1000 Wilshire Boulevard (Class C Shares) (Class C Shares)
Los Angeles, CA 90017
Merrill Lynch, Pierce, Fenner 333,761.754 19.98%
& Smith for the Sole Benefit of its (Class C Shares) (Class C Shares)
Customers
4800 Deer Lake Drive
Jacksonville, FL 32246
NFSC FEBO 173,504.846 10.38%
82 Devonshire Street (Class C Shares) (Class C Shares)
Boston, MA 02109
Donaldson, Lufkin & Jenrette 91,457.724 5.47%
Securities Corporation, Inc. (Class C Shares) (Class C Shares)
P.O. Box 2052
Jersey City, NJ 07303
Dreyfus Premier Municipal Merrill Lynch, Pierce, Fenner 2,636,891.164 9.54%
Bond Fund & Smith for the Sole Benefit of its (Class A Shares) (Class A Shares)
Customers
32,060,413.982 4800 Deer Lake Drive
Jacksonville, FL 32246
Class A Shares
27,645,833.855 NFSC 2,079,107.597 7.52%
82 Devonshire Street (Class A Shares) (Class A Shares)
Class B Shares Boston, MA 02109
3,363,546.441
Salomon Smith Barney, Inc. 1,526,434.850 5.52%
Class C Shares 333 West 34th Street (Class A Shares) (Class A Shares)
1,051,033.686 New York, NY 10001
Merrill Lynch, Pierce, Fenner & 531,294.459 15.80%
Smith for the Sole Benefit of its (Class B Shares) (Class B Shares)
Customers
4800 Deer Lake Drive
Jacksonville, FL 32246
NFSC 412,796.125 12.27%
82 Devonshire Street (Class B Shares) (Class B Shares)
Boston, MA 02109
S-6
Name of Fund and Number of Name and Address of Amount of Class Percentage of Class
Shares Outstanding Stockholder of Shares Held of Shares Held
- ---------------------------- --------------------------------- ----------------------------- -----------------------------
Donaldson, Lufkin & Jenrette 267,435.785 7.95%
Securities Corporation, Inc. (Class B Shares) (Class B Shares)
P.O. Box 2052
Jersey City, NJ 07303
Wells Fargo Investments LLC 528,299.573 50.26%
608 Second Avenue South (Class C Shares) (Class C Shares)
8th Floor
Minneapolis, MN 55402
Merrill Lynch, Pierce, Fenner 150,871.219 14.35%
& Smith for the Sole Benefit of its (Class C Shares) (Class C Shares)
Customers
4800 Deer Lake Drive
Jacksonville, FL 32246
Dreyfus Premier New York Salomon Smith Barney, Inc. 2,348,181.898 23.49%
Municipal Bond Fund 333 West 34th Street (Class A Shares) (Class A Shares)
3rd Floor
12,968,388.621 New York, NY 10001
Class A Shares NFSC 1,558,208.568 15.59%
9,996,252.121 82 Devonshire Street (Class A Shares) (Class A Shares)
Boston, MA 02109
Class B Shares
2,505,499.159 Donaldson, Lufkin & Jenrette 657,416.932 6.58%
Securities Corporation, Inc. (Class A Shares) (Class A Shares)
Class C Shares P.O. Box 2052
466,637.341 Jersey City, NJ 07303
NFSC 1,020,732.610 40.74%
82 Devonshire Street (Class B Shares) (Class B Shares)
Boston, MA 02109
Salomon Smith Barney, Inc. 187,722.858 7.49%
333 West 34th Street (Class B Shares) (Class B Shares)
3rd Floor
New York, NY 10001
Donaldson, Lufkin & Jenrette 168,866.245 6.74%
Securities Corporation, Inc. (Class B Shares) (Class B Shares)
P.O. Box 2052
Jersey City, NJ 07303
Merrill Lynch, Pierce, Fenner 163,792.800 6.54%
& Smith for the Sole Benefit of its (Class B Shares) (Class B Shares)
Customers
4800 Deer Lake Drive
Jacksonville, FL 32246
S-7
Name of Fund and Number of Name and Address of Amount of Class Percentage of Class
Shares Outstanding Stockholder of Shares Held of Shares Held
- ---------------------------- --------------------------------- ----------------------------- -----------------------------
NFSC 149,388.370 32.01%
82 Devonshire Street (Class C Shares) (Class C Shares)
Boston, MA 02109
Donaldson, Lufkin & Jenrette 70,334.995 15.07%
Securities Corporation, Inc. (Class C Shares) (Class C Shares)
P.O. Box 2052
Jersey City, NJ 07303
Felicia Townsend 50,585.512 10.84%
1 East 66th Street (Class C Shares) (Class C Shares)
New York, NY 10021
PaineWebber 34,397.723 7.37%
1000 Harbor Boulevard (Class C Shares) (Class C Shares)
Weehawken, NJ 07086
Dreyfus Premier State Merrill Lynch, Pierce, Fenner 1,930,291.907 7.55%
Municipal Bond Fund & Smith for the Sole Benefit (Class A Shares) (Class A Shares)
of its Customers
4800 Deer Lake Drive
Connecticut Series Jacksonville, FL 32246
30,236,003.509
People's Securities, Inc. 1,634,484.743 6.40%
Class A Shares 1000 Lafayette Boulevard (Class A Shares) (Class A Shares)
25,555,533.478 Bridgeport, CT 06604
Class B Shares Salomon Smith Barney, Inc. 1,577,760.779 6.17%
3,758,800.613 333 West 34th Street (Class A Shares) (Class A Shares)
New York, NY 10001
Class C Shares
921,669.418 Donaldson, Lufkin & Jenrette 404,516.804 10.76%
Securities Corporation, Inc. (Class B Shares) (Class B Shares)
P.O. Box 2052
Jersey City, NJ 07303
Merrill Lynch, Pierce, Fenner 397,314.866 10.57%
& Smith for the Sole Benefit (Class B Shares) (Class B Shares)
of its Customers
4800 Deer Lake Drive
Jacksonville, FL 32246
NFSC 344,743.400 9.17%
82 Devonshire Street (Class B Shares) (Class B Shares)
Boston, MA 02109
S-8
Name of Fund and Number of Name and Address of Amount of Class Percentage of Class
Shares Outstanding Stockholder of Shares Held of Shares Held
- ---------------------------- --------------------------------- ----------------------------- -----------------------------
People's Securities, Inc. 294,049.072 7.82%
1000 Lafayette Boulevard (Class B Shares) (Class B Shares)
Bridgeport, CT 06604
U.S. Clearing Corporation 189,817.972 5.05%
26 Broadway (Class B Shares) (Class B Shares)
New York, NY 10004
Fiserv Securities, Inc. 193,918.907 21.04%
One Commerce Square (Class C Shares) (Class C Shares)
2005 Market Street
Suite 1200
Philadelphia, PA 19103
Donaldson, Lufkin & Jenrette 144,489.825 15.68%
Securities Corporation, Inc. (Class C Shares) (Class C Shares)
P.O. Box 2052
Jersey City, NJ 07303
Merrill Lynch, Pierce, Fenner 111,622.908 12.11%
& Smith for the Sole Benefit (Class C Shares) (Class C Shares)
of its Customers
4800 Deer Lake Drive
Jacksonville, FL 32246
NFSC 51,200.590 5.56%
82 Devonshire Street (Class C Shares) (Class C Shares)
Boston, MA 02109
Florida Series Salomon Smith Barney, Inc. 1,108,447.897 14.15%
333 West 34th Street (Class A Shares) (Class A Shares)
8,888,747.306 New York, NY 10001
Class A Shares NFSC 569,815.618 7.27%
7,833,262.972 82 Devonshire Street (Class A Shares) (Class A Shares)
Boston, MA 02109
Class B Shares
831,078.699 Merrill Lynch, Pierce, Fenner 514,866.028 6.57%
& Smith for the Sole Benefit (Class A Shares) (Class A Shares)
Class C Shares of Its Customers
224,405.635 4800 Deer Lake Drive
Jacksonville, FL 32246
Merrill Lynch, Pierce, Fenner 153,671.733 18.49%
& Smith for the Sole Benefit (Class B Shares) (Class B Shares)
of Its Customers
4800 Deer Lake Drive
Jacksonville, FL 32246
S-9
Name of Fund and Number of Name and Address of Amount of Class Percentage of Class
Shares Outstanding Stockholder of Shares Held of Shares Held
- ---------------------------- --------------------------------- ----------------------------- -----------------------------
Donaldson, Lufkin & Jenrette 127,554.847 15.35%
Securities Corporation, Inc. (Class B Shares) (Class B Shares)
P.O. Box 2052
Jersey City, NJ 07303
NFSC 71,522.471 8.61%
82 Devonshire Street (Class B Shares) (Class B Shares)
Boston, MA 02109
First Clearing Corporation 77,359.234 34.47%
107 North Park Drive (Class C Shares) (Class C Shares)
Glen Allen, VA 23060
PaineWebber for the Benefit of 21,303.033 9.49%
E. Kwierant Sr., E. Kwierant Jr. (Class C Shares) (Class C Shares)
and P. Kwierant as Tenants
in Common
27 Augustine Court
Fairfield Glade, TN 38558
Merrill Lynch, Pierce, Fenner 20,914.960 9.32%
& Smith for the Sole Benefit (Class C Shares) (Class C Shares)
of Its Customers
4800 Deer Lake Drive
Jacksonville, FL 32246
Donaldson, Lufkin & Jenrette 14,579.159 6.50%
Securities Corporation, Inc. (Class C Shares) (Class C Shares)
P.O. Box 2052
Jersey City, NJ 07303
PaineWebber for the Benefit of 12,979.380 5.78%
H. M. Griggs (Class C Shares) (Class C Shares)
671 SW 6th Street
Pompano Beach, FL 33060
Maryland Series NFSC 3,682,219.605 19.22%
24,148,430.999 82 Devonshire Street (Class A Shares) (Class A Shares)
Boston, MA 02109
Class A Shares
19,160,565.547 Salomon Smith Barney, Inc. 1,561,433.830 8.15%
333 West 34th Street (Class A Shares) (Class A Shares)
Class B Shares New York, NY 10001
4,549,097.019
First Clearing Corporation 1,393,167.577 7.27%
Class C Shares 107 North Park Drive (Class A Shares) (Class A Shares)
438,768.433 Glen Allen, VA 23060
S-10
Name of Fund and Number of Name and Address of Amount of Class Percentage of Class
Shares Outstanding Stockholder of Shares Held of Shares Held
- ---------------------------- --------------------------------- ----------------------------- -----------------------------
Merrill Lynch, Pierce, Fenner 1,121,488.610 24.65%
& Smith for the Sole Benefit (Class B Shares) (Class B Shares)
of Its Customers
4800 Deer Lake Drive
Jacksonville, FL 32246
First Clearing Corporation 619,747.618 13.62%
107 North Park Drive (Class B Shares) (Class B Shares)
Glen Allen, VA 23060
NFSC 379,225.016 8.34%
82 Devonshire Street (Class B Shares) (Class B Shares)
Boston, MA 02109
Donaldson, Lufkin & Jenrette 371,979.143 8.18%
Securities Corporation, Inc. (Class B Shares) (Class B Shares)
P.O. Box 2052
Jersey City, NJ 07303
Merrill Lynch, Pierce, Fenner 114,291.098 26.05%
& Smith for the Sole Benefit (Class C Shares) (Class C Shares)
of Its Customers
4800 Deer Lake Drive
Jacksonville, FL 32246
First Clearing Corporation 49,433.057 11.27%
107 North Park Drive (Class C Shares) (Class C Shares)
Glen Allen, VA 23060
Legg Mason Wood Walker, Inc. 45,586.912 10.39%
100 Light Street (Class C Shares) (Class C Shares)
P.O. Box 1476
Baltimore, MD 21203
Donaldson, Lufkin & Jenrette 29,940.142 6.82%
Securities Corporation, Inc. (Class C Shares) (Class C Shares)
P.O. Box 2052
Jersey City, NJ 07303
NFSC 28,522.901 6.50%
82 Devonshire Street (Class C Shares) (Class C Shares)
Boston, MA 02109
Salomon Smith Barney, Inc. 24,557.091 5.60%
333 West 34th Street (Class C Shares) (Class C Shares)
New York, NY 10001
Massachusetts Series Salomon Smith Barney, Inc. 429,642.688 9.38%
333 West 34th Street (Class A Shares) (Class A Shares)
5,185,088.543 New York, NY 10001
S-11
Name of Fund and Number of Name and Address of Amount of Class Percentage of Class
Shares Outstanding Stockholder of Shares Held of Shares Held
- ---------------------------- --------------------------------- ----------------------------- -----------------------------
Class A Shares NFSC 341,551.657 7.46%
4,578,485.214 82 Devonshire Street (Class A Shares) (Class A Shares)
Boston, MA 02109
Class B Shares
477,630.449 Merrill Lynch, Pierce, Fenner 71,796.458 15.03%
& Smith for the Sole Benefit (Class B Shares) (Class B Shares)
Class C Shares of Its Customers
128,972.880 4800 Deer Lake Drive
Jacksonville, FL 32246
Salomon Smith Barney, Inc. 60,631.956 12.69%
333 West 34th Street (Class B Shares) (Class B Shares)
New York, NY 10001
NFSC 60,322.416 12.63%
82 Devonshire Street (Class B Shares) (Class B Shares)
Boston, MA 02109
Fiserv Securities, Inc. 35,293.331 7.39%
One Commerce Square (Class B Shares) (Class B Shares)
2005 Market Street
Suite 1200
Philadelphia, PA 19103
U.S. Clearing Corporation 24,269.920 5.08%
26 Broadway (Class B Shares) (Class B Shares)
New York, NY 10004
Merrill Lynch, Pierce, Fenner 47,476.521 36.81%
& Smith for the Sole Benefit (Class C Shares) (Class C Shares)
of Its Customers
4800 Deer Lake Drive
Jacksonville, FL 32246
Donaldson, Lufkin & Jenrette 41,842.550 32.44%
Securities Corporation, Inc. (Class C Shares) (Class C Shares)
P.O. Box 2052
Jersey City, NJ 07303
Fiserv Securities, Inc. 11,754.559 9.11%
One Commerce Square (Class C Shares) (Class C Shares)
2005 Market Street
Suite 1200
Philadelphia, PA 19103
U.S. Clearing Corporation 8,140.748 6.31%
26 Broadway (Class C Shares) (Class C Shares)
New York, NY 10004
Michigan Series Salomon Smith Barney, Inc. 623,379.424 8.20%
333 West 34th Street (Class A Shares) (Class A Shares)
8,734,499.896 New York, NY 10001
S-12
Name of Fund and Number of Name and Address of Amount of Class Percentage of Class
Shares Outstanding Stockholder of Shares Held of Shares Held
- ---------------------------- --------------------------------- ----------------------------- -----------------------------
Class A Shares NFSC 436,563.305 5.75%
7,598,959.890 82 Devonshire Street (Class A Shares) (Class A Shares)
Boston, MA 02109
Class B Shares
692,547.561 NFSC 227,999.710 32.92%
82 Devonshire Street (Class B Shares) (Class B Shares)
Class C Shares Boston, MA 02109
442,992.445
Merrill Lynch, Pierce, Fenner 174,599.938 25.21%
& Smith for the Sole Benefit (Class B Shares) (Class B Shares)
of Its Customers
4800 Deer Lake Drive
Jacksonville, FL 32246
Robert W. Baird & Company, Inc. 35,971.305 5.19%
777 East Wisconsin Avenue (Class B Shares) (Class B Shares)
Milwaukee, WI 53202
NFSC 188,296.973 42.51%
82 Devonshire Street (Class C Shares) (Class C Shares)
Boston, MA 02109
Merrill Lynch, Pierce, Fenner 89,362.090 20.17%
& Smith for the Sole Benefit (Class C Shares) (Class C Shares)
of Its Customers
4800 Deer Lake Drive
Jacksonville, FL 32246
First Clearing Corporation 35,271.314 7.96%
107 North Park Drive (Class C Shares) (Class C Shares)
Glen Allen, VA 23060
Minnesota Series Wells Fargo Investments 1,470,004.519 18.59%
LLC (Class A Shares) (Class A Shares)
9,188,050.104 608 Second Avenue South
Minneapolis, MN 55479
Class A Shares
7,907,889.314 Merrill Lynch, Pierce, Fenner 224,368.801 21.82%
& Smith for the Sole Benefit (Class B Shares) (Class B Shares)
Class B Shares of Its Customers
1,028,111.711 4800 Deer Lake Drive
Jacksonville, FL 32246
Class C Shares
252,049.079 Wells Fargo Investments 175,883.077 17.11%
LLC (Class B Shares) (Class B Shares)
608 Second Avenue South
Minneapolis, MN 55479
NFSC 166,299.630 16.18%
82 Devonshire Street (Class B Shares) (Class B Shares)
Boston, MA 02109
S-13
Name of Fund and Number of Name and Address of Amount of Class Percentage of Class
Shares Outstanding Stockholder of Shares Held of Shares Held
- ---------------------------- --------------------------------- ----------------------------- -----------------------------
Donaldson, Lufkin & Jenrette 87,217.639 8.48%
Securities Corporation, Inc. (Class B Shares) (Class B Shares)
P.O. Box 2052
Jersey City, NJ 07303
Merrill Lynch, Pierce, Fenner 123,541.931 49.02%
& Smith for the Sole Benefit (Class C Shares) (Class C Shares)
of Its Customers
4800 Deer Lake Drive
Jacksonville, FL 32246
Wells Fargo Investments 60,753.942 24.10%
LLC (Class C Shares) (Class C Shares)
608 Second Avenue South
Minneapolis, MN 55479
North Carolina Series NFSC 634,487.270 13.63%
82 Devonshire Street (Class A Shares) (Class A Shares)
6,214,553.593 Boston, MA 02109
Class A Shares First Clearing Corporation 533,466.716 11.46%
4,653,992.367 107 North Park Drive (Class A Shares) (Class A Shares)
Glen Allen, VA 23060
Class B Shares
1,454,323.183 NFSC 608,871.949 41.87%
82 Devonshire Street (Class B Shares) (Class B Shares)
Class C Shares Boston, MA 02109
106,238.043
Donaldson, Lufkin & Jenrette 146,773.905 10.09%
Securities Corporation, Inc. (Class B Shares) (Class B Shares)
P.O. Box 2052
Jersey City, NJ 07303
Merrill Lynch, Pierce, Fenner 85,789.962 5.90%
& Smith for the Sole Benefit (Class B Shares) (Class B Shares)
of Its Customers
4800 Deer Lake Drive
Jacksonville, FL 32246
Davenport & Company LLC 84,442.632 5.81%
P.O. Box 85678 (Class B Shares) (Class B Shares)
Richmond, VA 23285
First Clearing Corporation 79,022.547 5.43%
107 North Park Drive (Class B Shares) (Class B Shares)
Glen Allen, VA 23060
Merrill Lynch, Pierce, Fenner 51,423.985 48.40%
& Smith for the Sole Benefit (Class C Shares) (Class C Shares)
of Its Customers
4800 Deer Lake Drive
Jacksonville, FL 32246
S-14
Name of Fund and Number of Name and Address of Amount of Class Percentage of Class
Shares Outstanding Stockholder of Shares Held of Shares Held
- ---------------------------- --------------------------------- ----------------------------- -----------------------------
PaineWebber 13,248.622 12.47%
100 Harbor Boulevard (Class C Shares) (Class C Shares)
Weehawken, NJ 07086
First Clearing Corporation 8,463.417 7.97%
107 North Park Drive (Class C Shares) (Class C Shares)
Glen Allen, VA 23060
NFSC 8,081.746 7.61%
82 Devonshire Street (Class C Shares) (Class C Shares)
Boston, MA 02109
Prudential Securities, Inc. 7,891.953 7.43%
4588 Mariner Lane (Class C Shares) (Class C Shares)
Denver, NC 28037
American Enterprise Investment 5,499.336 5.18%
Services (Class C Shares) (Class C Shares)
P.O. Box 9446
Minneapolis, MN 55440
Ohio Series McDonald Investments, Inc. 3,049,910.002 18.29%
800 Superior Avenue (Class A Shares) (Class A Shares)
21,017,750.617 Cleveland, OH 44114
Class A Shares Donaldson, Lufkin & Jenrette 1,147,543.088 6.88%
16,678,271.047 Securities Corporation, Inc. (Class A Shares) (Class A Shares)
P.O. Box 2052
Class B Shares Jersey City, NJ 07303
3,473,326.627
First Clearing Corporation 986,703.787 5.92%
Class C Shares 107 North Park Drive (Class A Shares) (Class A Shares)
866,152.943 Glen Allen, VA 23060
McDonald Investments, Inc. 1,070,754.887 30.83%
4900 Tiedeman Road (Class B Shares) (Class B Shares)
Brooklyn, NY 44144
Fiserv Securities, Inc. 759,686.015 21.87%
One Commerce Square (Class B Shares) (Class B Shares)
2005 Market Street
Suite 1200
Philadelphia, PA 19103
Merrill Lynch, Pierce, Fenner 298,043.506 8.58%
& Smith for the Sole Benefit (Class B Shares) (Class B Shares)
of Its Customers
4800 Deer Lake Drive
Jacksonville, FL 32246
NFSC 290,626.634 8.37%
82 Devonshire Street (Class B Shares) (Class B Shares)
Boston, MA 02109
S-15
Name of Fund and Number of Name and Address of Amount of Class Percentage of Class
Shares Outstanding Stockholder of Shares Held of Shares Held
- ---------------------------- --------------------------------- ----------------------------- -----------------------------
Fiserv Securities, Inc. 329,336.791 38.02%
One Commerce Square (Class C Shares) (Class C Shares)
2005 Market Street
Suite 1200
Philadelphia, PA 19103
NFSC 98,285.374 11.35%
82 Devonshire Street (Class C Shares) (Class C Shares)
Boston, MA 02109
Merrill Lynch, Pierce, Fenner 82,166.384 9.49%
& Smith for the Sole Benefit (Class C Shares) (Class C Shares)
of Its Customers
4800 Deer Lake Drive
Jacksonville, FL 32246
Donaldson, Lufkin & Jenrette 49,465.548 5.71%
Securities Corporation, Inc. (Class C Shares) (Class C Shares)
P.O. Box 2052
Jersey City, NJ 07303
M. Weisbrod & S. Weisbrod as 44,398.995 5.13%
Joint Tenants with Right of (Class C Shares) (Class C Shares)
Survival
1602 25th Street NW
Canton, OH 44709
Pennsylvania Series First Clearing Corporation 1,553,443.139 13.06%
107 North Park Drive (Class A Shares) (Class A Shares)
14,810,642.412 Glen Allen, VA 23060
Class A Shares Fiserv Securities, Inc. 1,019,328.889 8.57%
11,894,924.850 One Commerce Square (Class A Shares) (Class A Shares)
2005 Market Street
Class B Shares Suite 1200
2,675,330.751 Philadelphia, PA 19103
Class C Shares Salomon Smith Barney, Inc. 821,261.774 6.90%
240,386.811 333 West 34th Street (Class A Shares) (Class A Shares)
Third Floor
New York, NY 10001
Fiserv Securities, Inc. 1,320,526.629 49.36%
One Commerce Square (Class B Shares) (Class B Shares)
2005 Market Street
Suite 1200
Philadelphia, PA 19103
Donaldson, Lufkin & Jenrette 259,934.199 9.72%
Securities Corporation, Inc. (Class B Shares) (Class B Shares)
P.O. Box 2052
Jersey City, NJ 07303
S-16
Name of Fund and Number of Name and Address of Amount of Class Percentage of Class
Shares Outstanding Stockholder of Shares Held of Shares Held
- ---------------------------- --------------------------------- ----------------------------- -----------------------------
First Clearing Corporation 146,446.000 5.47%
107 North Park Drive (Class B Shares) (Class B Shares)
Glen Allen, VA 23060
NFSC 135,469.652 5.06%
82 Devonshire Street (Class B Shares) (Class B Shares)
Boston, MA 02109
PaineWebber for the Benefit 60,433.728 25.14%
of Raimond Family Limited (Class C Shares) (Class C Shares)
Partnership
1604 Fieldstone Lane
Sewickley, PA 15143
Merrill Lynch, Pierce, Fenner 22,739.048 9.46%
& Smith for the Sole Benefit (Class C Shares) (Class C Shares)
of Its Customers
4800 Deer Lake Drive
Jacksonville, FL 32246
PaineWebber for the Benefit of 18,733.969 7.79%
C. Monzo (Class C Shares) (Class C Shares)
1000 Harbor Boulevard
Weehawken, NJ 07086
PaineWebber 18,727.423 7.79%
1000 Harbor Boulevard (Class C Shares) (Class C Shares)
Weehawken, NJ 07086
Fiserv Securities, Inc. 18,237.418 7.59%
One Commerce Square (Class C Shares) (Class C Shares)
2005 Market Street
Suite 1200
Philadelphia, PA 19103
Texas Series Salomon Smith Barney, Inc. 344,520.047 13.86%
333 West 34th Street (Class A Shares) (Class A Shares)
2,871,069.169 Third Floor
New York, NY 10001
Class A Shares
2,485,947.189 Donaldson, Lufkin & Jenrette 284,885.427 11.46%
Securities Corporation, Inc. (Class A Shares) (Class A Shares)
Class B Shares P.O. Box 2052
330,880.149 Jersey City, NJ 07303
Class C Shares NFSC 221,424.570 8.91%
54,241.831 82 Devonshire Street (Class A Shares) (Class A Shares)
Boston, MA 02109
S-17
Name of Fund and Number of Name and Address of Amount of Class Percentage of Class
Shares Outstanding Stockholder of Shares Held of Shares Held
- ---------------------------- --------------------------------- ----------------------------- -----------------------------
NFSC 140,869.949 42.57%
82 Devonshire Street (Class B Shares) (Class B Shares)
Boston, MA 02109
Merrill Lynch, Pierce, Fenner 32,113.794 9.71%
& Smith for the Sole Benefit (Class B Shares) (Class B Shares)
of Its Customers
4800 Deer Lake Drive
Jacksonville, FL 32246
Wells Fargo Investments LLC 19,878.287 6.01%
608 Second Avenue (Class B Shares) (Class B Shares)
Minneapolis, MN 55479
Merrill Lynch, Pierce, Fenner 41,542.703 76.59%
& Smith for the Sole Benefit (Class C Shares) (Class C Shares)
of Its Customers
4800 Deer Lake Drive
Jacksonville, FL 32246
E. D. Jones 4,324.308 7.97%
201 Progress Parkway (Class C Shares) (Class C Shares)
Maryland Heights, MO 63043
Donaldson, Lufkin & Jenrette 4,116.490 7.59%
Securities Corporation, Inc. (Class C Shares) (Class C Shares)
P.O. Box 2052
Jersey City, NJ 07303
Virginia Series First Clearing Corporation 592,844.838 13.72%
107 North Park Drive (Class A Shares) (Class A Shares)
5,479,551.389 Glen Allen, VA 23060
Class A Shares NFSC 378,616.157 8.76%
4,320,451.796 82 Devonshire Street (Class A Shares) (Class A Shares)
Boston, MA 02109
Class B Shares
938,825.255 Merrill Lynch, Pierce, Fenner 305,381.214 7.07%
& Smith for the Sole Benefit (Class A Shares) (Class A Shares)
Class C Shares of Its Customers
220,274.338 4800 Deer Lake Drive
Jacksonville, FL 32246
Salomon Smith Barney, Inc. 298,072.387 6.90%
333 West 34th Street (Class A Shares) (Class A Shares)
Third Floor
New York, NY 10001
S-18
Name of Fund and Number of Name and Address of Amount of Class Percentage of Class
Shares Outstanding Stockholder of Shares Held of Shares Held
- ---------------------------- --------------------------------- ----------------------------- -----------------------------
First Clearing Corporation 234,738.049 25.00%
107 North Park Drive (Class B Shares) (Class B Shares)
Glen Allen, VA 23060
Merrill Lynch, Pierce, Fenner 141,748.835 15.10%
& Smith for the Sole Benefit (Class B Shares) (Class B Shares)
of Its Customers
4800 Deer Lake Drive
Jacksonville, FL 32246
NFSC 53,243.642 5.67%
82 Devonshire Street (Class B Shares) (Class B Shares)
Boston, MA 02109
Merrill Lynch, Pierce, Fenner 75,520.796 34.28%
& Smith for the Sole Benefit (Class C Shares) (Class C Shares)
of Its Customers
4800 Deer Lake Drive
Jacksonville, FL 32246
Donaldson, Lufkin & Jenrette 44,237.429 20.08%
Securities Corporation, Inc. (Class C Shares) (Class C Shares)
P.O. Box 2052
Jersey City, NJ 07303
U.S. Clearing Corporation 21,234.737 9.64%
26 Broadway (Class C Shares) (Class C Shares)
New York, NY 10004
First Clearing Corporation 21,146.327 9.60%
107 North Park Drive (Class C Shares) (Class C Shares)
Glen Allen, VA 23060
Salomon Smith Barney, Inc. 13,471.790 6.12%
333 West 34th Street (Class C Shares) (Class C Shares)
Third Floor
New York, NY 10001
Dreyfus Premier Value Fund Merrill Lynch, Pierce, Fenner 152,587.315 24.25%
8,146,894.908 & Smith for the Sole Benefit (Class B Shares) (Class B Shares)
of Its Customers
4800 Deer Lake Drive
Class A Shares Jacksonville, FL 32246
7,429,633.765
NFSC 56,305.392 8.95%
Class B Shares 82 Devonshire Street (Class B Shares) (Class B Shares)
629,099.284 Boston, MA 02109
Class C Shares
84,691.558
Class R Shares
505.883
S-19
Name of Fund and Number of Name and Address of Amount of Class Percentage of Class
Shares Outstanding Stockholder of Shares Held of Shares Held
- ---------------------------- --------------------------------- ----------------------------- -----------------------------
Class T Shares Donaldson, Lufkin & Jenrette 36,125.572 5.74%
2,964.418 Securities Corporation, Inc. (Class B Shares) (Class B Shares)
P.O. Box 2052
Jersey City, NJ 07303
PaineWebber 33,435.104 5.31%
1000 Harbor Boulevard (Class B Shares) (Class B Shares)
Weehawken, NJ 07086
Merrill Lynch, Pierce, Fenner 41,801.473 49.36%
& Smith for the Sole Benefit (Class C Shares) (Class C Shares)
of Its Customers
4800 Deer Lake Drive
Jacksonville, FL 32246
Salomon Smith Barney, Inc. 6,578.610 7.77%
333 West 34th Street (Class C Shares) (Class C Shares)
Third Floor
New York, NY 10001
PaineWebber 5,563.939 6.57%
1000 Harbor Boulevard (Class C Shares) (Class C Shares)
Weehawken, NJ 07086
Scott & Stringfellow, Inc. 4,977.380 5.88%
Breezy Jacobs (Class C Shares) (Class C Shares)
909 East Main Street
Richmond, VA 23219
Dreyfus Trust Company 266.023 52.59%
FBO G. S. Herman (Class R Shares) (Class R Shares)
18 Mohegan Place
New Rochelle, NY 10804
Fifth Third Bank 163.822 32.38%
538 Fountain Square (Class R Shares) (Class R Shares)
Cincinnati, OH 45202
IClearing LLC 42.239 8.35%
70 Hudson Street (Class R Shares) (Class R Shares)
5th Floor
Jersey City, NJ 07302
Dreyfus Trust Company 33.799 6.68%
FBO Elise Nicks (Class R Shares) (Class R Shares)
3525 N. 41st Street
Milwaukee, WI 53216
First Clearing Corporation 1,076.801 36.32%
107 North Park Drive (Class T Shares) (Class T Shares)
Glen Allen, VA 23060
S-20
Name of Fund and Number of Name and Address of Amount of Class Percentage of Class
Shares Outstanding Stockholder of Shares Held of Shares Held
- ---------------------------- --------------------------------- ----------------------------- -----------------------------
NFSC 876.909 29.58%
82 Devonshire Street (Class T Shares) (Class T Shares)
Boston, MA 02109
Scott & Stringfellow, Inc. 522.053 17.61%
909 East Main Street (Class T Shares) (Class T Shares)
P.O. Box 1575
Richmond, VA 23218
Dreyfus Trust Company 357.691 12.07%
FBO S. M. Hummel (Class T Shares) (Class T Shares)
7601 Redmont Drive
Arlington, TX 76001
Dreyfus Short-Intermediate Charles Schwab & 10,979,465.301 24.59%
Government Fund Company, Inc.
101 Montgomery Street
44,656,507.009 San Francisco, CA 94104
NFSC 4,916,625.769 11.01%
82 Devonshire Street
Boston, MA 02109
Dreyfus Short-Intermediate National Financial Services 4,831,968.630 18.15%
Municipal Bond Fund Corporation
125 High Street
26,627,198.992 Floor 29
Boston, MA 02110
Charles Schwab & 3,506,938.686 13.17%
Company, Inc.
101 Montgomery Street
San Francisco, CA 94104
Dreyfus Stock Index Fund, Inc. Nationwide Life Insurance 88,780,988.982 64.61%
Company (Initial Shares) (Initial Shares)
139,652,374.785 P.O. Box 182029
Columbus, OH 43218
Initial Shares
137,400,570.829 Travelers Insurance Company 17,125,000.120 12.46%
1 Tower Square (Initial Shares) (Initial Shares)
Service Shares Hartford, CT 06183
2,251,803.956
Transamerica Occidental Life 1,378,943.891 61.24%
Insurance Company (Service Shares) (Service Shares)
4333 Edgewood Road
Cedar Rapids, IA 52499
Allianz Life Insurance Company 585,802.539 26.01%
of North America (Service Shares) (Service Shares)
5701 Golden Hills Drive
Minneapolis, MN 55416
S-21
Name of Fund and Number of Name and Address of Amount of Class Percentage of Class
Shares Outstanding Stockholder of Shares Held of Shares Held
- ---------------------------- --------------------------------- ----------------------------- -----------------------------
First Transamerica Life Insurance 191,972.750 8.53%
Company (Service Shares) (Service Shares)
4333 Edgewood Road
Cedar Rapids, IA 52499
Dreyfus U.S. Treasury N/A N/A N/A
Intermediate Term Fund
11,306,005.937
Dreyfus U.S. Treasury Long N/A N/A N/A
Term Fund
6,391,857.261
Dreyfus Variable Investment Nationwide Life Insurance 9,586,483.817 37.64%
Fund Company (Initial Shares) (Initial Shares)
P.O. Box 182029
Appreciation Portfolio Columbus, OH 43218
27,333,125.396
Transamerica Occidental Life 6,182,358.241 24.27%
Initial Shares Insurance Company (Initial Shares) (Initial Shares)
25,469,268.892 4333 Edgewood Road
Cedar Rapids, IA 52499
Service Shares
1,863,856.504 Travelers Fund 4,077,664.246 16.01%
One Tower Square (Initial Shares) (Initial Shares)
Hartford, CT 06183
Transamerica Life Insurance 1,961,247.518 7.70%
Company of New York (Initial Shares) (Initial Shares)
4333 Edgewood Road
Cedar Rapids, IA 52499
Transamerica Occidental Life 1,250,615.639 67.10%
Insurance Company (Service Shares) (Service Shares)
4333 Edgewood Road
Cedar Rapids, IA 52499
MetLife Investors Life Insurance 397,562.950 21.33%
Company (Service Shares) (Service Shares)
4700 Westown Parkway
Suite 200
W. Des Moines, IA 50266
First Transamerica Life Insurance 102,543.021 5.50%
Company (Service Shares) (Service Shares)
4333 Edgewood Road
Cedar Rapids, IA 52499
S-22
Name of Fund and Number of Name and Address of Amount of Class Percentage of Class
Shares Outstanding Stockholder of Shares Held of Shares Held
- ---------------------------- --------------------------------- ----------------------------- -----------------------------
Quality Bond Portfolio Transamerica Occidental Life 8,066,891.434 45.50%
Insurance Company (Initial Shares) (Initial Shares)
22,167,432.573 4333 Edgewood Road
Cedar Rapids, IA 52499
Initial Shares
17,728,790.209 American General Life 3,562,834.991 20.10%
Insurance Company (Initial Shares) (Initial Shares)
Service Shares P.O. Box 1591
4,438,642.364 Houston, TX 77251
First Transamerica Life 2,334,890.271 13.17%
Insurance Company (Initial Shares) (Initial Shares)
4333 Edgewood Road
Cedar Rapids, IA 52499
Transamerica Life 994,781.979 5.61%
Insurance Company (Initial Shares) (Initial Shares)
4333 Edgewood Road
Cedar Rapids, IA 52499
Nationwide Life Insurance 904,975.577 5.10%
P.O. Box 182029 (Initial Shares) (Initial Shares)
Columbus, OH 43218
Transamerica Occidental Life 3,678,804.692 82.88%
Insurance Company (Service Shares) (Service Shares)
4333 Edgewood Road
Cedar Rapids, IA 52499
First Transamerica Life 603,091.146 13.59%
Insurance Company (Service Shares) (Service Shares)
4333 Edgewood Road
Cedar Rapids, IA 52499
Small Cap Portfolio Travelers Fund 6,922,609.948 33.57%
20,965,068.283 One Tower Square (Initial Shares) (Initial Shares)
Hartford, CT 06183
Initial Shares
20,620,879.513 Transamerica Occidental Life 3,700,362.174 17.94%
Insurance Company (Initial Shares) (Initial Shares)
Service Shares 1150 S. Olive Street
344,188.770 Los Angeles, CA 90015
Nationwide Insurance Company 2,306,528.579 11.19%
P.O. Box 182029 (Initial Shares) (Initial Shares)
Columbus, OH 43218
Lincoln Life Variable Annuity 2,085,159.065 10.11%
Account (Initial Shares) (Initial Shares)
1300 S. Clinton Street
Fort Wayne, IN 46802
S-23
Name of Fund and Number of Name and Address of Amount of Class Percentage of Class
Shares Outstanding Stockholder of Shares Held of Shares Held
- ---------------------------- --------------------------------- ----------------------------- -----------------------------
First Transamerica Life Insurance 1,473,398.938 7.15%
Company (Initial Shares) (Initial Shares)
4333 Edgewood Road
Cedar Rapids, IA 52499
Transamerica Occidental Life 260,630.812 75.72%
Insurance Company (Service Shares) (Service Shares)
4333 Edgewood Road
Cedar Rapids, IA 52499
Farmer New World 51,611.646 15.00%
Life Insurance Company (Service Shares) (Service Shares)
3003 77th Avenue SE
Mercer Island, WA 98040
First Transamerica Life Insurance 31,932.960 9.28%
Company (Service Shares) (Service Shares)
4333 Edgewood Road
Cedar Rapids, IA 52499
Special Value Portfolio Transamerica Occidental Life 1,784,888.650 67.72%
Insurance Company (Initial Shares) (Initial Shares)
2,967,261.892 4333 Edgewood Road
Cedar Rapids, IA 52499
Initial Shares
2,635,854.211 First Transamerica Life 849,731.856 32.24%
Insurance Company (Initial Shares) (Initial Shares)
Service Shares 4333 Edgewood Road
331,407.681 Cedar Rapids, IA 52499
Transamerica Occidental Life 310,344.273 93.64%
Insurance Company (Service Shares) (Service Shares)
4333 Edgewood Road
Cedar Rapids, IA 52499
First Transamerica Life 21,028.122 6.35%
Insurance Company (Service Shares) (Service Shares)
4333 Edgewood Road
Cedar Rapids, IA 52499
General California Municipal Charles Schwab & Company, Inc. 1,495,541.595 8.09%
Bond Fund, Inc. 101 Montgomery Street
San Francisco, CA 94104
18,476,424.750
Dreyfus Premier Limited Term First Clearing Corporation 1,342,350.875 9.38%
High Income Fund 107 North Park Drive (Class A Shares) (Class A Shares)
Glen Allen, VA 23060
61,904,680.744
S-24
Name of Fund and Number of Name and Address of Amount of Class Percentage of Class
Shares Outstanding Stockholder of Shares Held of Shares Held
- ---------------------------- --------------------------------- ----------------------------- -----------------------------
Class A Shares Merrill Lynch, Pierce, Fenner 1,221,901.306 8.54%
14,310,359.069 & Smith for the Sole Benefit (Class A Shares) (Class A Shares)
of its Customers
Class B Shares 4800 Deer Lake Drive
37,645,569.440 Jacksonville, FL 32246
Class C Shares Fiserv Securities, Inc. 1,202,854.266 8.41%
9,919,234.615 One Commerce Square (Class A Shares) (Class A Shares)
2005 Market Street
Class R Shares Suite 1200
29,517.620 Philadelphia, PA 19103
Donaldson, Lufkin & Jenrette 967,705.500 6.76%
Securities Corporation, Inc. (Class A Shares) (Class A Shares)
P.O. Box 2052
Jersey City, NJ 07303
Merrill Lynch, Pierce, Fenner 11,874,321.761 31.54%
& Smith for the Sole Benefit (Class B Shares) (Class B Shares)
of its Customers
4800 Deer Lake Drive
Jacksonville, FL 32246
Donaldson, Lufkin & Jenrette 2,254,892.072 5.99%
Securities Corporation, Inc. (Class B Shares) (Class B Shares)
P.O. Box 2052
Jersey City, NJ 07303
NFSC 2,136,022.210 5.67%
82 Devonshire Street (Class B Shares) (Class B Shares)
Boston, MA 02109
First Clearing Corporation 1,935,569.684 5.14%
107 North Park Drive (Class B Shares) (Class B Shares)
Glen Allen, VA 23060
Merrill Lynch, Pierce, Fenner 3,752,186.446 37.83%
& Smith for the Sole Benefit (Class C Shares) (Class C Shares)
of its Customers
4800 Deer Lake Drive
Jacksonville, FL 32246
PaineWebber 561,111.108 5.66%
1000 Harbor Boulevard (Class C Shares) (Class C Shares)
Weehawken, NJ 07086
MBCIC 16,345.209 55.37%
C/O Mellon Bank, N.A. (Class R Shares) (Class R Shares)
4001 Kennett Pike
Suite 218
2 Greenville Crossing
Greenville, DE 19807
S-25
Name of Fund and Number of Name and Address of Amount of Class Percentage of Class
Shares Outstanding Stockholder of Shares Held of Shares Held
- ---------------------------- --------------------------------- ----------------------------- -----------------------------
H. Piggot Trust 11,895.801 40.30%
1930 Tyler Street (Class R Shares) (Class R Shares)
Hollywood, FL 33020
S-26
EXHIBIT A
If Proposal 1(C) is approved by stockholders, each Fund in Group C would be
permitted to engage in certain options and futures transactions, as described
below.
Options and Futures Transactions. Each Fund proposes to engage in options
and futures transactions as described below, which are forms of derivatives.
These derivatives may be purchased on established exchanges or through
privately negotiated transactions referred to as over-the-counter derivatives.
Exchange-traded derivatives generally are guaranteed by the clearing agency
which is the issuer or counterparty to such derivatives. This guarantee usually
is supported by a daily variation margin system operated by the clearing agency
in order to reduce overall credit risk. As a result, unless the clearing agency
defaults, there is relatively little counterparty credit risk associated with
derivatives purchased on an exchange. By contrast, no clearing agency guarantees
over-the-counter derivatives. Therefore, each party to an over-the-counter
derivative bears the risk that the counterparty will default. Accordingly,
Dreyfus will consider the creditworthiness of counterparties to over-the-counter
derivatives in the same manner as it would review the credit quality of a
security to be purchased by the Fund. Over-the-counter derivatives are less
liquid than exchange-traded derivatives since the other party to the transaction
may be the only investor with sufficient understanding of the derivative to be
interested in bidding for it.
Although the Fund will not be a commodity pool, certain options and futures
transactions subject the Fund to the rules of the Commodity Futures Trading
Commission which limit the extent to which the Fund can enter into such
transactions. The Fund may invest in futures contracts and options with respect
thereto for hedging purposes without limit. However, the Fund may not invest in
such contracts and options for other purposes if the sum of the amount of
initial margin deposits and premiums paid for unexpired options with respect to
such contracts, other than for bona fide hedging purposes, exceeds 5% of the
liquidation value of the Fund's assets, after taking into account unrealized
profits and unrealized losses on such contracts and options; 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% limitation.
When required by the SEC, the Fund will set aside permissible liquid assets
to cover its obligations relating to its transactions in these derivatives. To
maintain this required cover, the Fund may have to sell portfolio securities at
disadvantageous prices or times since it may not be possible to liquidate a
derivative position at a reasonable price.
Options -- In addition to purchasing call and put options, the Fund proposes to
write (i.e., sell) call or put options with respect to specific securities. A
call option gives the purchaser of the option the right to buy, and obligates
the writer to sell, the underlying security or securities at the exercise price
at any time during the option period, or at a specific date. Conversely, a put
option gives the purchaser of the option the right to sell, and obligates the
writer to buy, the underlying security or securities at the exercise price at
any time during the option period, or at a specific date.
A covered call option written by the Fund is a call option with respect to
which the Fund owns the underlying security or otherwise covers the transaction
by segregating permissible liquid assets. A put option written by the Fund is
covered when, among other things, the Fund segregates permissible liquid assets
having a value equal to or greater than the exercise price of the option to
fulfill the obligation undertaken. The principal reason for writing covered call
and put options is to realize, through the receipt of premiums, a greater return
than would be realized on the underlying securities alone. The Fund receives a
premium from writing covered call or put options which it retains whether or not
the option is exercised.
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 of the
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 may otherwise 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.
A-1
Successful use by the Fund of options will be subject to Dreyfus' ability
to permit or expand, as the case To the extent Dreyfus' predictions are
incorrect, the Fund may incur losses.
Futures Contracts -- The Fund proposes to enter into futures contracts in U.S.
domestic markets. Engaging in these transactions involves risk of loss to the
Fund which could adversely affect the value of the Fund's net assets. 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.
Successful use of futures by the Fund also is subject to Dreyfus' ability
to predict correctly movements in the direction of the relevant market, and, to
the extent the transaction is entered into for hedging purposes, to ascertain
the appropriate correlation between the transaction being hedged and the price
movements of the futures contract. For example, if the Fund uses futures to
hedge against the possibility of a decline in the market value of securities
held in its portfolio and the prices of such securities instead increase, 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. Furthermore, if in such circumstances the Fund has insufficient cash,
it may have to sell securities to meet daily variation margin requirements. The
Fund may have to sell such securities at a time when it may be disadvantageous
to do so.
Pursuant to regulations and/or published positions of the SEC, the Fund may
be required to segregate permissible liquid assets in connection with its
commodities transactions in an amount generally equal to the value of the
underlying commodity. The segregation of such assets will have the effect of
limiting the Fund's ability otherwise to invest those assets.
A-2
[LOGO] Dreyfus Family of Funds FIRST CLASS
P.O. Box 9117 U.S. POSTAGE
Hingham, MA 02043-9117 PAID
PROXY
TABULATOR
3 EASY WAYS TO VOTE YOUR PROXY
1. Call toll-free 1-888-221-0697, enter the ***Control Number*** listed below
and follow the recorded instructions; or
2. Visit the Internet at www.proxyweb.com and use the ***Control Number***
listed below and follow the instructions on the website; or
3. Return this Proxy Card, signed and dated, in the enclosed postage-paid
envelope.
If You Are NOT Voting by Telephone or Internet, Please Sign, Date and Return the
Proxy Card Promptly Using the Enclosed Envelope.
Please fold and detach card at perforation before mailing
**** CONTROL NUMBER: 999 999 999 999 99 ****
DREYFUS PREMIER MUNICIPAL BOND FUND
The undersigned stockholder(s) of the above-referenced fund (the "Fund")
hereby appoint(s) Kathleen DeNicholas and Robert R. Mullery, 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 the Fund standing in the name
of the undersigned at the close of business on October 22, 2002, at a Special
Meeting of Stockholders to be held at the Grand Hyatt New York, Park Avenue at
Grand Central Station, New York, New York 10017 at 3:00 p.m., Eastern time, on
Wednesday, December 18, 2002 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 proposals, as more fully described in the
Proxy Statement for the meeting.
THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED "FOR" EACH
PROPOSAL UNLESS OTHERWISE INDICATED.
Dated: ________________, 2002
________________________________________
________________________________________
Signature(s)
Signature(s) should be exactly as name
or names appearing on this proxy. If
shares are held jointly, each stockholder
is requested to sign, but only one
signature is required. If signing is by
attorney, executor, administrator,
trustee or guardian, please give full
title. By signing this proxy card,
receipt of the accompanying Notice of
Special Meetings of Stockholders and
Proxy Statement is acknowledged.
DREY-A
Please fold and detach card at perforation before mailing
Please fill in box(es) as shown using black or blue ink or number 2 pencil.
PLEASE DO NOT USE FINE POINT PENS. [x]
YOUR BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSALS.
1. To approve changes to the Fund's fundamental policies and investment FOR AGAINST ABSTAIN
restrictions in order to:
1B. expand the Fund's ability to invest in other investment companies [_] [_] [_]
4. In their discretion, the proxies are authorized to vote on such other matters
as may properly come before the meeting and any adjournment(s) thereof.
GA7