N-CSR 1 form.htm FORM NCSR-6016 form
    UNITED STATES 
    SECURITIES AND EXCHANGE COMMISSION 
    Washington, D.C. 20549 
 
 
    FORM N-CSR 
 
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT 
    INVESTMENT COMPANIES 
 
Investment Company Act file number 811-21386 
 
    Dreyfus Premier Manager Funds I 
    (Exact name of Registrant as specified in charter) 
 
 
    c/o The Dreyfus Corporation 
    200 Park Avenue 
    New York, New York 10166 
    (Address of principal executive offices) (Zip code) 
 
    Mark N. Jacobs, Esq. 
    200 Park Avenue 
    New York, New York 10166 
    (Name and address of agent for service) 
 
Registrant's telephone number, including area code: (212) 922-6000 
 
Date of fiscal year end:    03/31 
 
Date of reporting period:    03/31/2005 

FORM N-CSR

Item 1. Reports to Stockholders.

Bear Stearns 
Prime Money 
Market Fund 

ANNUAL REPORT March 31, 2005

The views expressed in this report reflect those of the portfolio manager only through the end of the period covered and do not necessarily represent the views of Dreyfus or any other person in the Dreyfus organization. Any such views are subject to change at any time based upon market or other conditions and Dreyfus disclaims any responsibility to update such views.These views may not be relied on as investment advice and, because investment decisions for a Dreyfus fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Dreyfus fund.

Not FDIC-Insured • Not Bank-Guaranteed • May Lose Value

    Contents 
 
    THE FUND 
2    Letter to Shareholders 
5    Understanding Your Fund's Expenses 
5    Comparing Your Fund's Expenses 
    With Those of Other Funds 
6    Statement of Investments 
9    Statement of Assets and Liabilities 
10    Statement of Operations 
11    Statement of Changes in Net Assets 
12    Financial Highlights 
13    Notes to Financial Statements 
19    Report of Independent Registered 
    Public Accounting Firm 
20    Information About the Review and Approval 
    of the Fund's Investment Advisory Agreement 
24    Board Members Information 
26    Officers of the Fund 
    FOR MORE INFORMATION 
    Back Cover 

Bear Stearns 
Prime Money Market Fund 

The Fund

LETTER TO SHAREHOLDERS

Dear Shareholder:

We are pleased to present this annual report for Bear Stearns Prime Money Market Fund for the 12-month period ended March 31, 2005. During the reporting period, the fund produced a yield of 1.53%, which, after taking into account the effects of compounding, results in an effective yield of 1.54% .1,2

The Economy

Although the U.S. economy appeared to be growing moderately during the first quarter of 2004, labor markets remained persistently weak, and inflation remained near historically low levels. At the time, the Federal Reserve Board (the "Fed") indicated that it could be "patient" before moving away from the aggressively accommodative monetary policy of the past several years.

In April 2004, just after the reporting period began, an unexpectedly strong employment report and rising energy prices rekindled investors' concerns that inflationary pressures might be reemerging, and money market yields began to rise at the longer end of the maturity spectrum. At the same time, longer-term bond prices fell sharply as investors revised their inflation expectations higher.

While the Fed left interest rates unchanged in May, it indicated that future rate hikes were likely to be "measured," and investors began to anticipate that the Fed might tighten monetary policy as early as the next meeting of the Federal Open Market Committee ("FOMC") in June. Indeed, on June 30 the Fed raised the overnight federal funds rate to 1.25%, its first increase in more than four years. Because most investors had anticipated the Fed's initial move, the money markets had already reflected its impact.

2

However, the economy appeared to hit a "soft patch" in the summer as the number of jobs created in June and July failed to meet expectations. As a result, longer-term bond prices rallied and their yields fell. Money market yields rose, however, when the Fed again increased the federal funds rate at the August and September FOMC meetings.

Economic activity continued to gather momentum in the fall of 2004, and energy prices hit their 2004 peak in October amid rising global demand for a limited supply of oil and gas. In November, the end of the contentious presidential election lifted a cloud of uncertainty from the financial markets, as evidenced by a strong stock market rally near year-end. At its December 2004 FOMC meeting, the Fed stated that economic activity was growing at a moderate pace and job creation was on an upward trend, albeit at a somewhat slower rate than is typical during economic recoveries. Indeed, it was later confirmed that the U.S. economy grew at a 3.8% annualized rate during the fourth quarter of 2004 and by a relatively robust 4.4% rate for the year overall.

As most analysts expected, the Fed raised its target for the federal funds rate another 25 basis points to 2.5% at its FOMC meeting in February 2005. The seventh rate hike of the current tightening cycle followed in late March, just before the end of the reporting period. In its announcement of the rate increase the Fed noted that "pressures on inflation have picked up in recent months and pricing power is more evident." This more hawkish tone, together with additional evidence of economic strength, caused investors to revise upward their estimates of how much more tightening the Fed has in store. At the same time, longer-term bonds and stocks suffered a decline as investors worried about the potential effects of higher inflation on riskier assets.

The Fund 3

LETTER TO SHAREHOLDERS (continued)

Portfolio Focus

As inflationary pressures and the likelihood of higher interest rates intensified during the first half of the reporting period, we began to shift toward a more defensive investment posture by allowing the fund's weighted average maturity to fall from a relatively long position toward a range we consider shorter than industry averages.

We continued to maintain the fund's relatively short weighted average maturity throughout the remainder of the reporting period in an attempt to boost liquidity and capture higher yields as they became available. However, we have occasionally and opportunistically shortened or extended the fund's weighted average maturity to reflect prevailing market conditions and the proximity of upcoming FOMC meetings. In our judgment, these are prudent strategies in a rising interest-rate environment.

James O'Connor
Portfolio Manager
  April 15, 2005
New York, N.Y.

An investment in the fund is not insured or guaranteed by the FDIC or any other government agency. Although the fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the fund.

1    Effective yield is based upon dividends declared daily and reinvested monthly. Past performance is 
    no guarantee of future results.Yields fluctuate.Yield provided reflects the absorption of fund 
    expenses by The Dreyfus Corporation, pursuant to an undertaking in effect through May 1, 
    2006, at which time it may be terminated. Had these expenses not been absorbed, the fund's 
    yield and effective yield would have been 1.50% and 1.51%, respectively. 
2    The fund commenced operations after Class Y shares predecessor mutual fund were transferred to 
    the fund in exchange for equal shares of the fund in a tax-free reorganization on May 1, 2004. 
    Performance for the fund includes returns for the predecessor fund, and reflects current management 
    fees in effect only since the reorganization date. 

4

UNDERSTANDING YOUR FUND'S EXPENSES (Unaudited)

As a mutual fund investor, you pay ongoing expenses, such as management fees and other expenses. Using the information below, you can estimate how these expenses affect your investment and compare them with the expenses of other funds.You also may pay one-time transaction expenses, including sales charges (loads) and redemption fees, which are not shown in this section and would have resulted in higher total expenses. For more information, see your fund's prospectus or talk to your financial adviser.

Review your fund's expenses

The table below shows the expenses you would have paid on a $1,000 investment in Bear Stearns Prime Money Market Fund from October 1, 2004 to March 31, 2005. It also shows how much a $1,000 investment would be worth at the close of the period, assuming actual returns and expenses.

Expenses and Value of a $1,000 Investment 
assuming actual returns for the six months ended March 31, 2005 
 
Expenses paid per $1,000 †    $ 1.00 
Ending value (after expenses)    $1,009.90 

COMPARING YOUR FUND'S EXPENSES
WITH THOSE OF OTHER FUNDS (Unaudited)

Using the SEC's method to compare expenses

The Securities and Exchange Commission (SEC) has established guidelines to help investors assess fund expenses. Per these guidelines, the table below shows your fund's expenses based on a $1,000 investment, assuming a hypothetical 5% annualized return. You can use this information to compare the ongoing expenses (but not transaction expenses or total cost) of investing in the fund with those of other funds.All mutual fund shareholder reports will provide this information to help you make this comparison. Please note that you cannot use this information to estimate your actual ending account balance and expenses paid during the period.

Expenses and Value of a $1,000 Investment 
assuming a hypothetical 5% annualized return for the six months ended March 31, 2005 
 
Expenses paid per $1,000 †    $ 1.01 
Ending value (after expenses)    $1,023.93 

† Expenses are equal to the fund's annualized expense ratio of .20%; multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).

The Fund 5

  STATEMENT OF INVESTMENTS
March 31, 2005
    Principal     
Negotiable Bank Certificates of Deposit—19.2%    Amount ($)    Value ($) 
Banco Bilbao Vizcaya Argentaria S.A. (Yankee)         
3.01%, 6/24/2005    45,000,000    45,001,042 
Barclays Bank PLC (Yankee)         
3.00%, 6/24/2005    45,000,000    45,000,000 
Credit Agricole Indo NY (London)         
1.52%, 4/18/2005    12,000,000    12,000,000 
Toronto-Dominion Bank (Yankee)         
2.60%, 4/4/2005    50,000,000    49,999,562 
Washington Mutual Bank         
3.02%, 6/27/2005    50,000,000    50,000,000 
World Savings Bank         
2.64%, 4/18/2005    50,000,000    50,000,000 
Total Negotiable Bank Certificates of Deposit         
(cost $252,000,604)        252,000,604 
 
Commercial Paper—58.6%         
ANZ International Limited         
2.99%, 6/23/2005    50,000,000    49,657,625 
Atlantis One Funding Corp.         
3.02%, 6/22/2005    45,000,000 a    44,692,500 
BNP Paribas Finance Inc.         
2.86%, 4/1/2005    50,000,000    50,000,000 
CC USA Inc.         
2.98%, 6/20/2005    50,000,000    49,671,111 
Ciesco LLC         
2.60%, 4/4/2005    35,000,000 a    34,992,446 
Citigroup Global Market Holdings Inc.         
2.84%, 4/1/2005    50,000,000    50,000,000 
CSFB (USA) Inc.         
2.98%, 6/17/2005    50,000,000    49,683,444 
DEPFA Bank PLC         
2.62%, 4/11/2005    50,000,000    49,963,750 
Deutsche Financial LLC Inc.         
2.84%, 4/1/2005    50,000,000    50,000,000 
General Electric Capital Corp.         
2.60%, 4/6/2005    25,000,000 a    24,991,007 
General Electric Capital Service         
2.74%, 5/2/2005    50,000,000    49,882,458 
Goldman Sachs Group Inc.         
2.86%, 5/16/2005    46,000,000    45,836,125 

6

    Principal     
Commercial Paper (continued)    Amount ($)    Value ($) 
Harrier Finance Funding         
2.18%, 4/14/2005    20,000,000 a    19,984,400 
HBOS Treasury Service PLC         
2.90%, 6/9/2005    50,000,000    49,724,479 
K2 USA LLC         
3%, 6/27/2005    50,000,000 a    49,640,521 
Solitaire Funding LLC         
2.61%, 4/1/2005    50,000,000 a    50,000,000 
UBS Finance (DE) LLC         
2.84%, 4/1/2005    50,000,000    50,000,000 
Total Commercial Paper         
(cost $768,719,866)        768,719,866 
 
Corporate Notes—6.6%         
General Electric Capital Corp.         
2.93%, 5/17/2005    14,000,000 a,b    14,000,000 
Harrier Finance Funding         
2.79%, 11/15/2005    25,000,000 b    24,998,158 
Lehman Brothers Holdings Inc.         
2.82%, 5/16/2005    6,000,000 b    6,000,000 
Sigma Finance Inc.         
2.83%, 10/17/2005    30,000,000 a,b    29,995,120 
Westpac Capital Corp.         
2.64%, 4/25/2005    12,000,000 b    12,000,235 
Total Corporate Notes         
(cost $86,993,513)        86,993,513 
 
U.S. Government Agencies—5.5%         
Federal Home Loan Banks, Discount Notes         
2.81%, 4/11/2006    50,000,000    49,969,163 
Federal Home Loan Banks, Floating Rate Notes     
1.35%, 4/29/2005    7,000,000 b    7,000,000 
Federal National Mortgage Association,         
Floating Rate Notes         
1.40%—1.60%, 5/3/2005—5/13/2005    15,000,000 b    15,000,000 
Total U.S. Government Agencies         
(cost $71,969,163)        71,969,163 

The Fund 7

STATEMENT OF INVESTMENTS (continued)

    Principal     
Time Deposits—10.0%    Amount ($)    Value ($) 
Branch Banking & Trust Co. Inc. (Grand Cayman)         
2.84%, 4/1/2005    40,000,000    40,000,000 
Key Bank N.A. (Grand Cayman)         
2.84%, 4/1/2005    20,000,000    20,000,000 
Manufacturers & Traderstrust Co. (Grand Cayman)         
2.88%, 4/1/2005    50,000,000    50,000,000 
State Street Bank & Trust Co. (Grand Cayman)         
2.83%, 4/1/2005    21,000,000    21,000,000 
Total Time Deposits         
(cost $131,000,000)        131,000,000 
 
Total Investments (cost $1,310,683,146)    99.9%    1,310,683,146 
Cash and Receivables (Net)    .1%    973,621 
Net Assets    100.0%    1,311,656,767 

a Securities exempt from registration under Rule 144A of the Securities Act of 1933.These securities may be resold in 
transactions exempt from registration, normally to qualified institutional buyers.These securities have been determined to be 
liquid by the Board of Trustees.At March 31, 2005, these securities amounted to $268,295,994 or 20.5% of net assets. 
b Variable interest rate—subject to periodic change. 

Portfolio Summary (Unaudited) †         
 
    Value (%)        Value (%) 
Banking    60.1    Asset Backed-Multiseller Programs    6.5 
Asset Backed-Structured        U.S. Government Agencies    5.5 
Investment Vehicles    13.2    Brokerage    4.0 
Finance    10.6        99.9 

  † Based on net assets.
See notes to financial statements.

8

STATEMENT OF ASSETS AND LIABILITIES

March 31, 2005

    Cost    Value 
Assets ($):         
Investments in securities—See Statement of Investments    1,310,683,146    1,310,683,146 
Interest receivable        1,462,238 
Prepaid expenses        68,399 
        1,312,213,783 
Liabilities ($):         
Due to The Dreyfus Corporation and affiliates—Note 2(a)        171,267 
Cash overdraft due to Custodian        306,329 
Accrued expenses        79,420 
        557,016 
Net Assets ($)        1,311,656,767 
Composition of Net Assets ($):         
Paid-in capital        1,311,709,632 
Accumulated net realized gain (loss) on investments        (52,865) 
Net Assets ($)        1,311,656,767 
Shares Outstanding         
(unlimited number of $.001 par value shares of         
Beneficial Interest authorized)        1,311,709,632 
Net Asset Value, offering and redemption price per share ($)    1.00 

See notes to financial statements.

The Fund 9

STATEMENT OF OPERATIONS†
Year Ended March 31, 2005
Investment Income ($):     
Interest Income    24,635,466 
Expenses:     
Management fees—Note 2(a)    2,952,137 
Custodian fees    124,482 
Registration fees    96,967 
Shareholder servicing costs    71,071 
Administration fees—Note 2(a)    67,528 
Professional fees    36,406 
Prospectus and shareholders' reports    25,739 
Trustees' fees and expenses—Note 2(b)    24,705 
Miscellaneous    32,934 
Total Expenses    3,431,969 
Less—reduction in management fee     
due to undertaking—Note 2(a)    (479,832) 
Net Expenses    2,952,137 
Investment Income—Net    21,683,329 
Net Realized Gain (Loss) on Investments—Note 1(b) ($)    (25,935) 
Net Increase in Net Assets Resulting from Operations    21,657,394 

† Represents information for predecessor, Prime Money Market Portfolio, through April 30, 2004.
See notes to financial statements.
10

STATEMENT OF CHANGES IN NET ASSETS

    Year Ended March 31, 
    2005 a    2004a 
Operations ($):         
Investment income—net    21,683,329    20,125,184 
Net realized gain (loss) on investments    (25,935)    4,352 
Net Increase (Decrease) in Net Assets         
Resulting from Operations    21,657,394    20,129,536 
Dividends to Shareholders from ($):         
Investment income—net    (21,683,329)    (20,125,184) 
Beneficial Interest Transactions ($1.00 per share):     
Net proceeds from shares sold    6,936,266,391    7,554,322,920 
Dividends reinvested    20,088,246    17,104,179 
Cost of shares redeemed    (7,246,927,060)    (8,390,744,571) 
Increase (Decrease) in Net Assets from         
Beneficial Interest Transactions    (290,572,423)    (819,317,472) 
Total Increase (Decrease) in Net Assets    (290,598,358)    (819,313,120) 
Net Assets ($):         
Beginning of Period    1,602,255,125    2,421,568,245 
End of Period    1,311,656,767    1,602,255,125 

a Represents information for predecessor, Prime Money Market Portfolio through April 30, 2004.
See notes to financial statements.

The Fund 11

FINANCIAL HIGHLIGHTS

Please note that the financial highlights information in the following table for the fund's shares represents the financial highlights of the fund's predecessor, Prime Money Market Portfolio, before the fund commenced operations as of the close of business on April 30, 2004, and represents the performance of the fund's shares thereafter. Before the fund commenced operations, all of the assets of the Prime Money Market Portfolio were transferred to the fund in exchange for shares of the fund in a tax-free reorganization.Total return shows how much your investment in the fund would have increased (or decreased) during each period, assuming you had reinvested all dividends and distributions.These figures have been derived from the fund's and fund's predecessor's financial statements.

        Year Ended March 31,     
    2005    2004    2003    2002    2001 
Per Share Data ($):                     
Net asset value,                     
beginning of period    1.00    1.00    1.00    1.00    1.00 
Investment Operations:                     
Investment income—net    .015    .010    .016    .031    .062 
Distributions:                     
Dividends from investment                     
income—net    (.015)    (.010)    (.016)    (.031)    (.062) 
Net asset value, end of period    1.00    1.00    1.00    1.00    1.00 
Total Return (%)    1.54    .97    1.59    3.13    6.40 
Ratios/Supplemental Data (%):                 
Ratio of total expenses                     
to average net assets    .23    .29    .29    .30    .33 
Ratio of net expenses                     
to average net assets    .20    .20    .20    .20    .20 
Ratio of net investment income                 
to average net assets    1.47    .97    1.57    2.95    6.15 
Net Assets, end of period                     
($ x 1,000)    1,311,657    1,602,255    2,421,568    2,637,721    1,963,646 

See notes to financial statements.

12

NOTES TO FINANCIAL STATEMENTS

NOTE 1—Significant Accounting Policies:

Bear Stearns Prime Money Market Fund (the "fund") is a separate diversified series of Dreyfus Premier Manager Funds I (the "Company"), which is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end management investment company and operates as a series company that offers five series, including the fund. The fund's investment objective seeks to provide current income and liquidity consistent with stability of principal.The Dreyfus Corporation (the "Manager" or "Dreyfus") serves as the fund's investment adviser. The Manager is a wholly-owned subsidiary of Mellon Financial Corporation ("Mellon Financial"). Dreyfus Service Corporation ("the Distributor"), a wholly-owned subsidiary of the Manager, is the distributor of the fund's shares, which are sold to the public without a sales charge. Shares of the fund may not be purchased directly by individuals, although Bear Stearns Prime Money Market Fund may purchase fund shares for accounts maintained by individuals.

On April 30, 2004, pursuant to an Agreement and Plan of Reorganization previously approved by the Company's Board and shareholders of Bear Stearns Prime Money Market Portfolio ("Prime Money Market Portfolio") a series of The Bear Stearns Funds, all of the assets, subject to the liabilities, of Prime Money Market Portfolio, were transferred to the fund in exchange for shares of beneficial interest of the fund's shares of equal value on the close of business on April 30, 2004.The net asset value of the fund's shares on the close of business on April 30, 2004, after the reorganization, was $1.00 per share and a total of 1,756,454,218 shares, representing net assets of $1,756,422,047 were issued to Prime Money Market Portfolio's shareholders in the exchange. The exchange was a tax-free event to shareholders. Prime Money Market Portfolio was the accounting survivor in the reorganization and as such, the financial statements and financial highlights reflect the financial information of Prime Money Market Portfolio through April 30, 2004.

The Fund 13

NOTES TO FINANCIAL STATEMENTS (continued)

Prior to April 30, 2004, Bear Stearns Asset Management ("BSAM") served as investment advisor, Bear Stearns Funds Management Inc. ("BSFM") served as administrator and Bear, Stearns &Co. Inc. ("Bear Stearns") served as distributor to Prime Money Market Portfolio. BSAM, BSFM and Bear Stearns are each wholly owned subsidiaries of The Bear Stearns Companies, Inc.

It is the fund's policy to maintain a continuous net asset value per share of $1.00; the fund has adopted certain investment, portfolio valuation and dividend and distribution policies to enable it to do so.There is no assurance, however, that the fund will be able to maintain a stable net asset value per share of $1.00.

The fund's financial statements are prepared in accordance with U.S. generally accepted accounting principles, which may require the use of management estimates and assumptions. Actual results could differ from those estimates.

The fund enters into contracts that contain a variety of indemnifications. The fund's maximum exposure under these arrangements is unknown.The fund does not anticipate recognizing any loss related to these arrangements.

(a) Portfolio valuation: Investments in securities are valued at amortized cost in accordance with Rule 2a-7 of the Act, which has been determined by the Board of Trustees to represent the fair value of the fund's investments.

(b) Securities transactions and investment income: Securities transactions are recorded on a trade date basis. Interest income, adjusted for accretion of discount and amortization of premium on investments, is earned from settlement date and is recognized on the accrual basis. Realized gain and loss from securities transactions are recorded on the identified cost basis. Cost of investments represents amortized cost.

The fund has an arrangement with the custodian bank whereby the fund receives earnings credits from the custodian when positive cash balances are maintained, which are used to offset custody fees. For

14

financial reporting purposes, the fund includes net earnings credits, if any, as an expense offset in the Statement of Operations.

The fund may enter into repurchase agreements with financial institutions, deemed to be creditworthy by the Manager, subject to the seller's agreement to repurchase and the fund's agreement to resell such securities at a mutually agreed upon price. Securities purchased subject to repurchase agreements are deposited with the fund's custodian and, pursuant to the terms of the repurchase agreement, must have an aggregate market value greater than or equal to the repurchase price plus accrued interest at all times. If the value of the underlying securities falls below the value of the repurchase price plus accrued interest, the fund will require the seller to deposit additional collateral by the next business day. If the request for additional collateral is not met, or the seller defaults on its repurchase obligation, the fund maintains the right to sell the underlying securities at market value and may claim any resulting loss against the seller.

(c) Dividends to shareholders: It is the policy of the fund to declare dividends daily from investment income-net. Such dividends are paid monthly. Dividends from net realized capital gain, if any, are normally declared and paid annually, but the fund may make distributions on a more frequent basis to comply with the distribution requirements of the Internal Revenue Code of 1986, as amended (the "Code").To the extent that net realized capital gain can be offset by capital loss carryovers, it is the policy of the fund not to distribute such gain.

(d) Federal income taxes: It is the policy of the fund to continue to qualify as a regulated investment company, if such qualification is in the best interests of its shareholders, by complying with the applicable provisions of the Code, and to make distributions of taxable income sufficient to relieve it from substantially all federal income and excise taxes.

At March 31, 2005, the components of accumulated earnings on a tax basis were substantially the same as for financial reporting purposes.

The Fund 15

NOTES TO FINANCIAL STATEMENTS (continued)

The accumulated capital loss carryover of $52,865 is available to be applied against future net securities profits, if any, realized subsequent to March 31, 2005. If not applied, $25,610 of the carryover expires in fiscal 2007, $1,279 expires in fiscal 2008, $41 expires in fiscal 2009 and $25,935 expires in fiscal 2013.

The tax character of distributions paid to shareholders during the fiscal periods ended March 31, 2005 and March 31, 2004, were all ordinary income.

At March 31, 2005, the cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes (see the Statement of Investments).

NOTE 2—Management Fee and Other Transactions With Affiliates:

(a) Pursuant to a management agreement with the Manager, the management fee is computed at the annual rate of .20 of 1% of the value of the fund's average daily net assets and is payable monthly.The Manager has contractually agreed to waive receipt of its fees and/or assume the expenses of the fund for the two-year period ending May 1, 2006, so that the expenses, exclusive of taxes, brokerage fees, interest on borrowings and extraordinary expenses, exceed an annual rate of .20 of 1% of the value of the fund's average daily net assets. During the period from April 1, 2004 through April 30, 2004, BSAM received a fee at an annual rate of .20 of 1% of the value of Prime Money Market Portfolio's average daily net assets. BSAM had also agreed to limit total operating expenses to certain maximum levels as a percent of average daily net assets.The management fees earned and expense reductions undertaken for the period ended March 31, 2005 were as follows:

        Expense 
    Management Fee ($)    Reductions ($) 
Dreyfus    2,681,826    347,951 
BSAM    270,311    131,881 
Total    2,952,137    479,832 

16

BSFM served as administrator to Prime Money Market Portfolio pursuant to an Administration Agreement. BSFM received from Prime Money Market Portfolio a monthly fee equal to an annual rate of 0.05% of the average daily net assets. The administration fee amounted to $67,528 for the period ended April 30, 2004. This agreement was terminated as of the close of business on April 30, 2004, due to the reorganization.

The fund compensates Dreyfus Transfer, Inc., a wholly-owned subsidiary of the Manager, under a transfer agency agreement for providing personnel and facilities to perform transfer agency services for the fund. During the period ended March 31, 2005, the fund was charged $33,198 pursuant to the transfer agency agreement.

The components of Due to The Dreyfus Corporation and affiliates in the Statement of Assets and Liabilities consist of: management fees $212,831 and transfer agency per account fees $5,450, which are offset against an expense reimbursement currently in effect in the amount of $47,014.

(b) Each Board member also serves as a Board member of other funds within the Dreyfus complex. Annual retainer fees and attendance fees are allocated to each fund based on net assets.

NOTE 3—Legal Matters:

In early 2004, two purported class and derivative actions were filed against Mellon Financial, Mellon Bank, N.A., Dreyfus, Founders Asset Management LLC, and certain directors of the Dreyfus Funds and the Dreyfus Founders Funds (together, the "Funds") in the United States District Court for the Western District of Pennsylvania. In September 2004, plaintiffs served a Consolidated Amended Complaint (the "Amended Complaint") on behalf of a purported class of all persons who acquired interests in any of the Funds between January 30, 1999

The Fund 17

NOTES TO FINANCIAL STATEMENTS (continued)

and November 17, 2003, and derivatively on behalf of the Funds.The Amended Complaint in the newly styled In re Dreyfus Mutual Funds Fee Litigation also named the Distributor, Premier Mutual Fund Services, Inc. and two additional Fund directors as defendants and alleges violations of the Investment Company Act of 1940, the Investment Advisers Act of 1940, the Pennsylvania Unfair Trade Practices and Consumer Protection Law and common-law claims. Plaintiffs seek to recover allegedly improper and excessive Rule 12b-1 and advisory fees allegedly charged to the Funds for marketing and distribution services. More specifically, plaintiffs claim, among other things, that 12b-1 fees and directed brokerage were improperly used to pay brokers to recommend the Funds over other funds, and that such payments were not disclosed to investors. In addition, plaintiffs assert that economies of scale and soft-dollar benefits were not passed on to the Funds. Plaintiffs further allege that 12b-1 fees were improperly charged to certain of the Funds that were closed to new investors.The Amended Complaint seeks compensatory and punitive damages, rescission of the advisory contracts, and an accounting and restitution of any unlawful fees, as well as an award of attorneys' fees and litigation expenses. As noted, some of the claims in this litigation are asserted derivatively on behalf of the Funds that have been named as nominal defendants.With respect to such derivative claims, no relief is sought against the Funds. Dreyfus believes the allegations to be totally without merit and intends to defend the action vigorously. Defendants filed motions to dismiss the Amended Complaint on November 12, 2004, and those motions are pending.

Additional lawsuits arising out of these circumstances and presenting similar allegations and requests for relief may be filed against the defendants in the future. Neither Dreyfus nor the Funds believe that any of the pending actions will have a material adverse effect on the Funds or Dreyfus' ability to perform its contract with the Funds.

18

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

Shareholders and Board of Trustees Bear Stearns Prime Money Market Fund

We have audited the accompanying statement of assets and liabilities, including the statement of investments, of Bear Stearns Prime Money Market Fund (one of the funds comprising Dreyfus Premier Manager Funds I) as of March 31, 2005 and the related statements of operations and changes in net assets and financial highlights for the year then ended.These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit. The statement of changes in net assets for the year ended March 31, 2004 and financial highlights for each of the four years in the period then ended were audited by other auditors, whose report dated April 28, 2004 expressed an unqualified opinion on such statement of changes in net assets and financial highlights.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement.We were not engaged to perform an audit of the Fund's internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances,but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting.Accordingly, we express no such opinion.An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of March 31, 2005 by correspondence with the custodian.We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above and audited by us present fairly, in all material respects, the financial position of Bear Stearns Prime Money Market Fund at March 31, 2005, and the results of its operations, the changes in its net assets and the financial highlights for the year then ended, in conformity with U.S. generally accepted accounting principles.

  New York, New York
May 16, 2005

The Fund 19

  INFORMATION ABOUT THE REVIEW AND APPROVAL OF THE
FUND'S INVESTMENT ADVISORY AGREEMENT (Unaudited)

At a meeting of the Board of Trustees held on March 14, 2005, the Board considered the re-approval for another one-year term of the fund's Management Agreement, pursuant to which the Manager provides the fund with investment advisory and administrative services. The Board members who are not "interested persons" (as defined in the Act (the "Independent Trustees")) of the fund were assisted in their review by independent legal counsel and met with counsel in executive session separate from representatives of the Manager.

Analysis of Nature, Quality and Extent of Services Provided to the Fund. The Board members received a presentation from representatives of the Manager regarding services provided to the fund and other funds in the Dreyfus complex, and discussed the nature, quality and extent of the services provided to the fund pursuant to its Management Agreement.The Manager's representatives reviewed the fund's distribution of accounts and the relationships the Manager has with various intermediaries and the different needs of each. The Manager's representatives noted the diversity of distribution of the fund as well as the distribution of other funds in the Dreyfus complex, and the Manager's corresponding need for broad, deep, and diverse resources to be able to provide ongoing shareholder services to each of the fund's distribution channels.The Board also reviewed the number of shareholder accounts in the fund, as well as the fund's asset size.

The Board members also considered the Manager's research and portfolio management capabilities and that the Manager also provides oversight of day-to-day fund operations, including fund accounting and administration and assistance in meeting legal and regulatory requirements. The Board members also considered the Manager's extensive administrative, accounting and compliance infrastructure.

Comparative Analysis of the Fund's Performance, Management Fee and Expense Ratio. The Board members reviewed the fund's performance, management fee and expense ratios and placed significant emphasis on comparisons to a group of comparable funds, and to iMoneyNet and Lipper averages, and discussed the results of the comparisons.The Board

20

members noted that the Manager assumed management of the fund on May 1, 2004, after all the assets of a predecessor fund were transferred to the fund in a tax-free reorganization.The Board members noted that the fund's performance as measured by total return was competitive with that of the comparison group and the iMoneyNet category average for the one-, three-, and five-year periods ended January 31, 2005. The Board members discussed the fund's management fee and expense ratio, noting that the fund's management fee was the same as or lower than a majority of the funds in the comparison group, and that the fund's expense ratio was lower than the fund's comparison group and Lipper category averages.The Board members noted that the Manager has contractually agreed to waive receipt of its fees and/or assume the expenses of the fund for the two-year period ending May 1, 2006, so that annual fund operating expenses (excluding taxes, interest, brokerage commissions, commitment fees on borrowings and extraordinary expenses) do not exceed .20%.

Representatives of the Manager reviewed with the Board members the fees paid to the Manager or its affiliates by mutual funds managed by the Manager or its affiliates with similar investment objectives, policies and strategies (the "Similar Funds"), and explained the nature of each Similar Fund and the differences, from the Manager's perspective, in providing services to these Similar Funds as compared to the fund. The Manager's representatives also reviewed the costs associated with distribution through intermediaries.The Board analyzed differences in fees paid to the Manager and discussed the relationship of the advisory fees paid in light of the Manager's performance and the services pro-vided.The Board members considered the relevance of the fee information provided for the Similar Funds to evaluate the appropriateness and reasonableness of the fund's management fees. The Board acknowledged differences in fees paid by the Similar Funds seemed to be consistent with the management and other services provided.There were no separate accounts managed by the Manager with similar investment objectives, policies and strategies as the fund.

The Fund 21

INFORMATION ABOUT THE REVIEW AND APPROVAL O F T H E

F U N D 'S I N V E S T M E N T A DV I S O RY A G R E E M E N T (Unaudited) ( c o n t i n u e d )

Analysis of Profitability and Economies of Scale. The Manager's representatives reviewed the dollar amount of expenses allocated and profit received by the Manager and the method used to determine such expenses and profit.The Board members evaluated the analysis in light of the relevant circumstances for the fund and the extent to which economies of scale would be realized as the fund grows and whether fee levels reflect these economies of scale for the benefit of fund investors.The Board members also considered potential benefits to the Manager from acting as investment adviser and noted that there were no soft dollar arrangements with respect to trading the fund's portfolio.

It was noted that the Board members should consider the Manager ‘s profitability with respect to the fund as part of their evaluation of whether the fee under the Management Agreement bears a reasonable relationship to the mix of services provided by the Manager, including the nature, quality and extent of such services and that a discussion of economies of scale is predicated on increasing assets and that, if a fund's assets had been decreasing, the possibility that the Manager may have realized any economies of scale would be less. It also was noted that the profitability percentage for managing the fund was within ranges determined by appropriate court cases to be reasonable given the services rendered and given the fund's overall performance and generally superior service levels provided.

At the conclusion of these discussions, each of the Independent Trustees expressed the opinion that he or she had been furnished with sufficient information to make an informed business decision with respect to continuation of the fund's Management Agreement. Based on their discussions and considerations as described above, the Board made the following conclusions and determinations.

  • The Board concluded that the nature, quality and extent of theservices provided by the Manager are adequate and appropriate.
  • The Board was satisfied with the fund's overall performance.

22

  • The Board concluded that the fee paid to the Manager was rea-sonable in light of comparative performance and expense andadvisory fee information, costs of the services provided and profitsto be realized and benefits derived or to be derived by theManager from its relationship with the fund.
  • The Board recognized that economies of scale may be realized asthe fund's assets increase and determined that, to the extent thatmaterial economies of scale had not been shared with the fund,the Board would seek to do so.

The Board members considered these conclusions and determinations, along with information received on a routine and regular basis throughout the year, and, without any one factor being dispositive, the Board determined that re-approval of the fund's Management Agreement was in the best interests of the fund and its shareholders.

The Fund 23

BOARD MEMBERS INFORMATION (Unaudited)

Joseph S. DiMartino (61) 
Chairman of the Board (2003) 
Principal Occupation During Past 5 Years: 
• Corporate Director and Trustee 
Other Board Memberships and Affiliations: 
• The Muscular Dystrophy Association, Director 
• Levcor International, Inc., an apparel fabric processor, Director 
• Century Business Services, Inc., a provider of outsourcing functions for small and medium size 
companies, Director 
• The Newark Group, a provider of a national market of paper recovery facilities, paperboard 
mills and paperboard converting plants, Director 
• Azimuth Trust, an institutional asset management firm, Member of Board of Managers and 
Advisory Board 
No. of Portfolios for which Board Member Serves: 193 
——————— 
David P. Feldman (65) 
Board Member (2003) 
Principal Occupation During Past 5 Years: 
• Corporate Director & Trustee 
Other Board Memberships and Affiliations: 
• BBH Mutual Funds Group (11 funds), Director 
• The Jeffrey Company, a private investment company, Director 
• QMED, a medical device company, Director 
No. of Portfolios for which Board Member Serves: 58 
——————— 
Ehud Houminer (64) 
Board Member (2003) 
Principal Occupation During Past 5 Years: 
• Executive-in-Residence at the Columbia Business School, Columbia University 
• Principal of Lear,Yavitz and Associates, a management consulting firm (1996 to 2001) 
Other Board Memberships and Affiliations: 
• Avnet Inc., an electronics distributor, Director 
• International Advisory Board to the MBA Program School of Management, Ben Gurion 
University, Chairman 
• Explore Charter School, Brooklyn, NY, Chairman 
No. of Portfolios for which Board Member Serves: 36 

24

Gloria Messinger (75) 
Board Member (2003) 
Principal Occupation During Past 5 Years: 
• Arbitrator for American Arbitration Association and National Association of Securities Dealers, Inc. 
• Consultant in Intellectual Property 
Other Board Memberships and Affiliations: 
• Yale Law School Fund, Director 
• Theater for a New Audience, Inc., Director 
• Brooklyn Philharmonic, Director 
• New York Women's Agenda Music Performance Trust Fund, Director 
No. of Portfolios for which Board Member Serves: 25 
——————— 
T. John Szarkowski (79) 
Board Member (2003) 
Principal Occupation During Past 5 Years: 
• Consultant in Photography 
Other Board Memberships and Affiliations: 
• Photography Department at The Museum of Modern Art, Director Emeritus 
No. of Portfolios for which Board Member Serves: 25 
——————— 
Anne Wexler (74) 
Board Member (2003) 
Principal Occupation During Past 5 Years: 
• Chairman of the Wexler & Walker Public Policy Associates, consultants specializing in 
government relations and public affairs 
Other Board Memberships and Affiliations: 
• Wilshire Mutual Funds (5 funds), Director 
• Methanex Corporation, a methanol producing company, Director 
• Member of the Council of Foreign Relations 
• Member of the National Park Foundation 
No. of Portfolios for which Board Member Serves: 36 
——————— 
Once elected all Board Members serve for an indefinite term.The address of the Board Members and Officers is in c/o 
The Dreyfus Corporation, 200 Park Avenue, New York, New York 10166. Additional information about the Board 
Members is available in the fund's Statement of Additional Information which can be obtained from Dreyfus free of 
charge by calling this toll free number: 1-800-554-4611. 

The Fund 25

OFFICERS OF THE FUND (Unaudited)

STEPHEN E. CANTER, President since June 2003.

Chairman of the Board, Chief Executive Officer and Chief Operating Officer of the Manager, and an officer of 90 investment companies (comprised of 185 portfolios) managed by the Manager. Mr. Canter also is a Board member and, where applicable, an Executive Committee Member of the other investment management subsidiaries of Mellon Financial Corporation, each of which is an affiliate of the Manager. He is 59 years old and has been an employee of the Manager since May 1995.

STEPHEN R. BYERS, Executive Vice President since June 2003.

Chief Investment Officer,Vice Chairman and a director of the Manager, and an officer of 90 investment companies (comprised of 185 portfolios) managed by the Manager. Mr. Byers also is an officer, director or an Executive Committee Member of certain other investment management subsidiaries of Mellon Financial Corporation, each of which is an affiliate of the Manager. He is 51 years old and has been an employee of the Manager since January 2000.

MARK N. JACOBS, Vice President since June 2003.

Executive Vice President, Secretary and General Counsel of the Manager, and an officer of 91 investment companies (comprised of 201 portfolios) managed by the Manager. He is 58 years old and has been an employee of the Manager since June 1977.

JEFF PRUSNOFSKY, Secretary since June 2003.

Associate General Counsel of the Manager, and an officer of 24 investment companies (comprised of 88 portfolios) managed by the Manager. He is 39 years old and has been an employee of the Manager since October 1990.

MICHAEL A. ROSENBERG, Assistant Secretary since June 2003.

Associate General Counsel of the Manager, and an officer of 88 investment companies (comprised of 194 portfolios) managed by the Manager. He is 45 years old and has been an employee of the Manager since October 1991.

STEVEN F. NEWMAN, Assistant Secretary since June 2003.

Associate General Counsel and Assistant Secretary of the Manager, and an officer of 91 investment companies (comprised of 201 portfolios) managed by the Manager. He is 55 years old and has been an employee of the Manager since July 1980.

JAMES WINDELS, Treasurer since June 2003.

Director – Mutual Fund Accounting of the Manager, and an officer of 91 investment companies (comprised of 201 portfolios) managed by the Manager. He is 46 years old and has been an employee of the Manager since April 1985.

RICHARD CASSARO, Assistant Treasurer since August 2003.

Senior Accounting Manager – Equity Funds of the Manager, and an officer of 26 investment companies (comprised of 104 portfolios) managed by the Manager. He is 46 years old and has been an employee of the Manager since September 1982.

ROBERT ROBOL, Assistant Treasurer since June 2003.

Senior Accounting Manager – Money Market Funds of the Manager, and an officer of 38 investment companies (comprised of 83 portfolios) managed by the Manager. He is 41 years old and has been an employee of the Manager since October 1988.

26

ROBERT SVAGNA, Assistant Treasurer since June 2003.

Senior Accounting Manager – Equity Funds of the Manager, and an officer of 27 investment companies (comprised of 109 portfolios) managed by the Manager. He is 37 years old and has been an employee of the Manager since November 1990.

KENNETH J. SANDGREN, Assistant Treasurer since June 2003.

Mutual Funds Tax Director of the Manager, and an officer of 91 investment companies (comprised of 201 portfolios) managed by the Manager. He is 50 years old and has been an employee of the Manager since June 1993.

JOSEPH W. CONNOLLY, Chief Compliance Officer since October 2004.

Chief Compliance Officer of the Manager and The Dreyfus Family of Funds (91 investment companies, comprising 201 portfolios). From November 2001 through March 2004, Mr. Connolly was first Vice-President, Mutual Fund Servicing for Mellon Global Securities Services. In that capacity, Mr. Connolly was responsible for managing Mellon's Custody, Fund Accounting and Fund Administration services to third-party mutual fund clients. He is 47 years old and has served in various capacities with the Manager since 1980, including manager of the firm's Fund Accounting Department from 1997 through October 2001.

WILLIAM GERMENIS, Anti-Money Laundering Compliance Officer since June 2003.

Vice President and Anti-Money Laundering Compliance Officer of the Distributor, and the Anti-Money Laundering Compliance Officer of 88 investment companies (comprised of 198 portfolios) managed by the Manager. He is 34 years old and has been an employee of the Distributor since October 1998.

The Fund 27

NOTES

For More    Information 
 
Bear Stearns Prime    Transfer Agent & 
Money Market Fund    Dividend Disbursing Agent 
200 Park Avenue     
    Dreyfus Transfer, Inc. 
New York, NY 10166     
    200 Park Avenue 
Manager    New York, NY 10166 
The Dreyfus Corporation    Distributor 
200 Park Avenue     
    Dreyfus Service Corporation 
New York, NY 10166     
    200 Park Avenue 
Custodian    New York, NY 10166 
The Bank of New York     
One Wall Street     
New York, NY 10286     

Telephone Call your financial representative or 1-800-554-4611

Mail    The Dreyfus Premier Family of Funds 
    144 Glenn Curtiss Boulevard, Uniondale, NY 11556-0144 

The fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission ("SEC") for the first and third quarters of each fiscal year on Form N-Q. The fund's Forms N-Q are available on the SEC's website at http://www.sec.gov and may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

Information regarding how the fund voted proxies relating to portfolio securities for the 12-month period ended June 30, 2004, is available on the SEC's website at http://www.sec.gov and without charge, upon request, by calling 1-800-645-6561.

®

© 2005 Dreyfus Service Corporation 6102AR0305

Dreyfus Premier 
Alpha Growth Fund 

ANNUAL REPORT March 31, 2005

Save time. Save paper. View your next shareholder report online as soon as it's available. Log into www.dreyfus.com and sign up for Dreyfus eCommunications. It's simple and only takes a few minutes.

The views expressed in this report reflect those of the portfolio manager only through the end of the period covered and do not necessarily represent the views of Dreyfus or any other person in the Dreyfus organization. Any such views are subject to change at any time based upon market or other conditions and Dreyfus disclaims any responsibility to update such views.These views may not be relied on as investment advice and, because investment decisions for a Dreyfus fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Dreyfus fund.

Not FDIC-Insured • Not Bank-Guaranteed • May Lose Value

    Contents 
 
    THE FUND 
2    Letter from the Chairman 
3    Discussion of Fund Performance 
6    Understanding Your Fund's Expenses 
6    Comparing Your Fund's Expenses 
    With Those of Other Funds 
9    Statement of Investments 
12    Statement of Assets and Liabilities 
13    Statement of Operations 
14    Statement of Changes in Net Assets 
16    Financial Highlights 
21    Notes to Financial Statements 
31    Report of Independent Registered 
    Public Accounting Firm 
32    Important Tax Information 
33    Information About the Review and Approval 
    of the Fund's Investment Advisory Agreement 
37    Board Members Information 
39    Officers of the Fund 
    FOR MORE INFORMATION 
    Back Cover 

Dreyfus Premier 
Alpha Growth Fund 

The Fund

LETTER FROM THE CHAIRMAN

Dear Shareholder:

This annual report for Dreyfus Premier Alpha Growth Fund covers the 12-month period from April 1, 2004, through March 31, 2005. Inside, you'll find valuable information about how the fund was managed during the reporting period, including a discussion with the fund's portfolio manager, Jim O'Shaughnessy, of Bear Stearns Asset Management Inc., the fund's investment sub-adviser.

Stocks produced lackluster returns for much of the reporting period before rallying strongly in the wake of the U.S. presidential election during the fourth quarter of 2004. Subsequently, over the first three months of 2005, stocks lost some ground as rising energy prices, higher interest rates and greater inflation concerns dampened investor sentiment. Nonetheless, certain sectors of the stock market — most notably natural resources and foreign shares — produced relatively robust gains. In addition, a recent flurry of mergers-and-acquisitions activity boosted the prices of a number of individual stocks across a variety of industry groups.

In our view, the stock market's performance over the reporting period highlights the potential benefits of a long-term investment perspective and a diversified portfolio.At times such as these, when market conditions are mixed, we believe it is important to stay in touch with your financial advisor, who can help you respond to the challenges and opportunities of a changing investment environment.

Thank you for your continued confidence and support.

Stephen E. Canter
Chairman and Chief Executive Officer
The Dreyfus Corporation
April 15, 2005

2

DISCUSSION OF FUND PERFORMANCE

Jim O'Shaughnessy, Portfolio Manager

How did Dreyfus Premier Alpha Growth Fund perform relative to its benchmark?

For the 12-month period ended March 31, 2005, the fund produced total returns of 3.08% for Class B shares, 3.13% for Class C shares and 3.66% for Class T shares.1 In comparison, the fund's benchmark, the Standard & Poor's 500 Composite Stock Price Index ("S&P 500 Index"), produced a total return of 6.69% for the same period.2,3

From its transition to Dreyfus on May 1, 2004, through March 31, 2005, the fund's Class A and Class R shares produced total returns of 12.49% and 12.37%, respectively. 1 The S&P 500 Index produced a total return of 8.39% for the same period. 2,3

Despite lackluster market conditions over much of the reporting period, a sharp rally in the final months of 2004 drove stock prices higher.The fund generally produced lower returns than the S&P 500 Index for the full one-year reporting period, primarily due to its relatively heavy exposure to the lagging technology sector and disappointing stock selections within that sector.As evident, though, for the 11-month period ended March 31, 2000, performance for the fund's Class A shares was almost double that of the S&P 500 Index.

What is the fund's investment approach?

The fund seeks capital appreciation. To pursue this goal, it invests in stocks that are selected using one or more quantitative growth models developed by the fund's sub-adviser.These growth models are designed to identify equity securities with the following characteristics: high projected earnings for the next three to five years, positive earnings momentum, positive price momentum, and reasonable valuation.

The fund uses the models systematically to select approximately 50 securities. Generally, the fund allocates an equal amount of its assets to each holding. Periodically (usually on a quarterly basis and at least once a year), we reapply our models to the fund's investment universe and adjust the fund's holdings to reflect the results. Stocks no longer

The Fund 3

DISCUSSION OF FUND PERFORMANCE (continued)

favored by the models are sold, and highly rated stocks are purchased on an equal-weighted basis.

The fund's models are enhanced from time to time as suggested by our ongoing research efforts.

What other factors influenced the fund's performance?

Heightened political and economic uncertainty produced lackluster stock market performance during the first half of the reporting period. In the fourth quarter of 2004, however, the end of the presidential election and signs of stronger economic growth buoyed investor sentiment, and stocks moved sharply higher.While rising interest rates and intensifying inflationary pressures weighed on the stock market during the first quarter of 2005, their effect was not enough to offset earlier gains.

When the reporting period began, our quantitative models already had indicated that earnings momentum was building among stocks in the technology sector. In addition, many technology stocks appeared to us to be reasonably valued.Accordingly, we maintained an overweighted position in technology stocks, emphasizing those that we believed would benefit from a recovering economy. Despite improving business conditions overall, however, technology stocks generally failed to advance and, in fact, were one of only two market sectors that produced negative absolute returns during the reporting period. Instead, traditionally defensive market sectors fared best, including the materials, industrials and energy groups.As a result, the fund underperformed the S&P 500 Index.

The fund's technology-related weakness was offset to a significant degree by strong results in other areas. For example, the fund's relatively heavy exposure to the materials sector benefited its performance, as commodity prices rose in response to greater industrial demand from developing economies in Asia and other parts of the world.The fund especially benefited from its holdings of steel producers and metals-and-mining companies, such as the world's largest diversified resources company, Australia's BHP Billiton.

Conversely, the fund's relatively light exposure to the lagging health care sector helped support its relative performance, as did strong stock selections within the health care sector, including medical insurance providers Aetna and UnitedHealth Group. The consumer staples area also provided positive contributions to the fund's performance. For

4

example, food products producer Archer Daniels Midland achieved higher earnings as pricing power returned to its industry.

What is the fund's current strategy?

We rebalanced the fund's portfolio in January 2005, a process that resulted in significant changes in sector concentrations and individual holdings. Unlike the adjustments made one year earlier, the most recent results of our quantitative models assigned high rankings to relatively defensive stocks in sectors that historically have tended to do well in flat to declining market environments. Indeed, the fund already experienced positive contributions to performance from stocks in the energy and materials sectors during the first trimester of 2005. This first quarter was characterized by rising interest rates, surging energy prices, concerns regarding a potential economic slowdown and a disappointing stock market performance. In addition, we have begun to see evidence that market leadership may be shifting from smaller, more speculative stocks to the types of large-cap growth stocks in which the fund primarily invests. In our view, the fund's disciplined investment process is particularly well suited to market conditions such as these.

April 15, 2005

1    Total return includes reinvestment of dividends and any capital gains paid, and does not take into 
    consideration the maximum initial sales charges in the case of Class A and Class T shares, or the 
    applicable contingent deferred sales charges imposed on redemptions in the case of Class B and 
    Class C shares. Had these charges been reflected, returns would have been lower. Past performance 
    is no guarantee of future results. Share price and investment return fluctuate such that upon 
    redemption, fund shares may be worth more or less than their original cost. Return figures 
    provided reflect the absorption of fund expenses by The Dreyfus Corporation, which has 
    contractually agreed to waive receipt of its fees and/or assume the expenses of Class B, C and T 
    for the two-year period ending May 1, 2006, at which time it may be extended, terminated or 
    modified. Had these expenses not been absorbed, the fund's returns would have been lower. 
2    SOURCE: LIPPER INC. — Reflects the reinvestment of dividends and, where applicable, 
    capital gain distributions.The Standard & Poor's 500 Composite Stock Price Index is a widely 
    accepted, unmanaged index of U.S. stock market performance. 
3    The fund commenced operations after all of the assets of a predecessor mutual fund that was advised 
    by the fund's current sub-investment adviser were transferred to the fund in exchange for a 
    corresponding class of shares of the fund in a tax-free reorganization on May 1, 2004.The fund 
    offers Class A, B, C and T shares, which are subject to different sales charges and distribution and 
    servicing fees. Performance for each share class includes returns for the predecessor fund and reflects 
    current distribution and servicing fees in effect only since the reorganization date.The predecessor 
    fund's Class A shares were reorganized into Class T shares of the fund, and were subject to a 
    distribution fee (reflected in the predecessor fund's return only) that the fund's Class A shares are not. 

The Fund 5

FUND PERFORMANCE

Comparison of change in value of $10,000 investment in Dreyfus Premier Alpha Growth Fund Class A shares, Class B shares, Class C shares and Class T shares and the Standard & Poor's 500 Composite Stock Price Index

† Source: Lipper Inc.

Past performance is not predictive of future performance.

The above graph compares a $10,000 investment made in each of the Class A, Class B, Class C and Class T shares of Dreyfus Premier Alpha Growth Fund on 12/29/97 (inception date) to a $10,000 investment made in the Standard & Poor's 500 Composite Stock Price Index (the "Index") on that date. For comparative purposes, the value of the Index on 12/31/97 is used as the beginning value on 12/29/97. All dividends and capital gain distributions are reinvested. Effective May 1, 2004, Dreyfus Premier Alpha Growth Fund (the "fund") commenced operations after all of the assets of a predecessor mutual fund that was advised by the fund's current sub-investment adviser were transferred to the fund in exchange for a corresponding class of shares of the fund in a tax-free reorganization. On that date, the fund began to offer Class A, B, C, R and T shares, which are subject to different sales charges and distribution and servicing fees. Performance for each share class in the line graph above includes returns for the predecessor fund and the current applicable sales loads and reflects current distribution and servicing fees in effect only since the reorganization date.The predecessor fund's Class A shares were reorganized into Class T shares of the fund, and were subject to a distribution fee (reflected in the predecessor fund's return only) that the fund's Class A shares are not.The fund's other share classes have achieved different returns.

The fund's performance shown in the line graph above takes into account the maximum initial sales charges on Class A and Class T shares and all other applicable fees and expenses on all classes.The Index is a widely accepted, unmanaged index of U.S. stock market performance.The Index does not take into account charges, fees and other expenses. Further information relating to fund performance, including expense reimbursements, if applicable, is contained in the Financial Highlights section of the prospectus and elsewhere in this report.

6

Average Annual Total Returns as of 3/31/05         
 
    Inception            From 
    Date    1 Year    5 Years    Inception 
Class A shares                 
with maximum sales charge (5.75%)    12/29/97    (2.11)%    (0.67)%    7.69% 
without sales charge    12/29/97    3.87%    0.51%    8.57% 
Class B shares                 
with applicable redemption charge †    12/29/97    (0.66)%    (0.35)%    8.14% 
without redemption    12/29/97    3.08%    0.02%    8.14% 
Class C shares                 
with applicable redemption charge ††    12/29/97    2.19%    0.04%    8.03% 
without redemption    12/29/97    3.13%    0.04%    8.03% 
Class R shares    12/29/97    3.76%    0.49%    8.55% 
Class T shares                 
with applicable sales charge (4.5%)    12/29/97    (1.02)%    (0.45)%    7.85% 
without sales charge    12/29/97    3.66%    0.47%    8.54% 

Past performance is not predictive of future performance.The fund's performance shown in the graph and table does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.The performance figures for Class A, Class B, Class C, Class R and Class T shares shown in the table include the performance of the predecessor fund from December 29, 1997, to April 30, 2004, and are adjusted to reflect the applicable sales loads and expenses. Performance for Class B shares assumes the conversion of Class B shares to Class A shares at the end of the sixth year following the date of purchase.The inception date and record for Class T shares (subject to Class A's sales load) is used to calculate performance for Class A shares, which commenced operations on May 1, 2004.

Prior to 8/1/02, the fund was known as the Bear Stearns Focus List Portfolio and employed a materially different investment strategy in pursuit of its objective of seeking capital appreciation. In deciding whether to invest in the fund, investors should consider that the fund's historical performance prior to this time period does not reflect the fund's current investment strategy. In addition, from time to time prior to 8/1/02, the fund allocated a portion of its assets to money market instruments, during which time the overall stock market declined substantially in value. These past allocations are a material factor contributing to the fund's high current Morningstar rating.

†    The maximum contingent deferred sales charge for Class B shares is 4%. After six years Class B shares convert to 
    Class A shares. 
††    The maximum contingent deferred sales charge for Class C shares is 1% for shares redeemed within one year of the 
    date of purchase. 

The Fund 7

UNDERSTANDING YOUR FUND'S EXPENSES (Unaudited)

As a mutual fund investor, you pay ongoing expenses, such as management fees and other expenses. Using the information below, you can estimate how these expenses affect your investment and compare them with the expenses of other funds.You also may pay one-time transaction expenses, including sales charges (loads) and redemption fees, which are not shown in this section and would have resulted in higher total expenses. For more information, see your fund's prospectus or talk to your financial adviser.

Review your fund's expenses

The table below shows the expenses you would have paid on a $1,000 investment in Dreyfus Premier Alpha Growth Fund from October 1, 2004 to March 31, 2005. It also shows how much a $1,000 investment would be worth at the close of the period, assuming actual returns and expenses.

Expenses and Value of a $1,000 Investment             
assuming actual returns for the six months ended March 31, 2005         
    Class A    Class B    Class C    Class R    Class T 
Expenses paid per $1,000 †    $ 6.51    $ 9.80    $ 9.80    $ 4.75    $ 7.23 
Ending value (after expenses)    $1,071.90    $1,067.90    $1,067.80    $1,072.60    $1,070.40 

COMPARING YOUR FUND'S EXPENSES WITH THOSE OF OTHER FUNDS (Unaudited)

Using the SEC's method to compare expenses

The Securities and Exchange Commission (SEC) has established guidelines to help investors assess fund expenses. Per these guidelines, the table below shows your fund's expenses based on a $1,000 investment, assuming a hypothetical 5% annualized return. You can use this information to compare the ongoing expenses (but not transaction expenses or total cost) of investing in the fund with those of other funds.All mutual fund shareholder reports will provide this information to help you make this comparison. Please note that you cannot use this information to estimate your actual ending account balance and expenses paid during the period.

Expenses and Value of a $1,000 Investment assuming a hypothetical 5% annualized return for the six months ended March 31, 2005

    Class A    Class B    Class C    Class R    Class T 
Expenses paid per $1,000 †    $ 6.34    $ 9.55    $ 9.55    $ 4.63    $ 7.04 
Ending value (after expenses)    $1,018.65    $1,015.46    $1,015.46    $1,020.34    $1,017.95 

† Expenses are equal to the fund's annualized expense ratio of 1.26% for Class A, 1.90% for Class B, 1.90% for Class C, .92% for Class R and 1.40% for Class T, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).

8
STATEMENT OF INVESTMENTS
March 31, 2005
Common Stocks—99.2%    Shares    Value ($) 
Consumer Discretionary—16.1%         
Bed Bath & Beyond    143,593 a    5,246,888 
Coach    105,545 a    5,977,013 
eBay    107,956 a    4,022,441 
MGM Mirage    76,901 a    5,446,129 
Pulte Homes    95,320    7,018,412 
Royal Caribbean Cruises    107,717 b    4,813,873 
Starbucks    96,272 a    4,973,412 
Starwood Hotels & Resorts Worldwide    98,425    5,908,453 
Target    116,577    5,831,182 
        49,237,803 
Consumer Staples—4.1%         
Archer-Daniels-Midland    261,596    6,430,030 
UST    118,690    6,136,273 
        12,566,303 
Energy—8.7%         
Halliburton    150,127    6,492,993 
Kinder Morgan    80,614    6,102,480 
Petroleo Brasileiro S.A.- Petrobras, ADR    151,718    6,702,901 
Transocean    141,029 a    7,257,352 
        26,555,726 
Financials—7.2%         
Capital One Financial    70,326    5,258,275 
Franklin Resources    83,813    5,753,762 
Moody's    69,484    5,618,476 
New York Community Bancorp    1    18 
SLM    106,227    5,294,354 
        21,924,885 
Health Care—7.8%         
Aetna    90,870    6,810,707 
Caremark Rx    139,572 a    5,552,174 
Stryker    116,125 b    5,180,336 
UnitedHealth Group    64,996    6,199,318 
        23,742,535 

The Fund 9

STATEMENT OF INVESTMENTS (continued)

Common Stocks (continued)    Shares    Value ($) 
Industrials—19.3%         
Apollo Group, Cl. A    69,320 a    5,133,839 
Burlington Northern Santa Fe    127,781    6,891,229 
Canadian National Railway    101,357    6,416,912 
Caterpillar    60,763    5,556,169 
FedEx    60,214    5,657,105 
Norfolk Southern    158,040    5,855,382 
PACCAR    78,213    5,661,839 
Parker-Hannifin    79,738    4,857,639 
Rockwell Automation    122,913    6,961,792 
Textron    81,432    6,076,456 
        59,068,362 
Information Technology—18.8%         
Adobe Systems    96,284    6,467,396 
Advanced Micro Devices    290,728 a    4,686,535 
Apple Computer    163,478 a    6,812,128 
Autodesk    172,860    5,144,314 
Cognizant Technology Solutions    144,035 a    6,654,417 
Electronic Arts    97,117 a    5,028,718 
Intel    251,214    5,835,701 
Marvell Technology Group    166,027 a    6,365,475 
QUALCOMM    134,489    4,929,022 
Yahoo!    162,013 a    5,492,241 
        57,415,947 
Materials—12.8%         
BHP Billiton, ADR    248,989    6,966,712 
Dow Chemical    118,610    5,912,708 
Monsanto    106,826    6,890,277 
POSCO, ADR    138,010    6,812,174 
Potash    75,752    6,629,057 
United States Steel    117,330    5,966,231 
        39,177,159 
Utilities—4.4%         
Exelon    134,404    6,167,800 
TXU    90,477    7,204,683 
        13,372,483 
Total Common Stocks         
(cost $281,044,745)        303,061,203 

10

Other Investment—1.5%    Shares    Value ($) 
Registered Investment Company;         
Dreyfus Institutional Preferred Plus Money Market Fund     
(cost $4,776,000)    4,776,000 c    4,776,000 
 
Investment of Cash Collateral         
for Securities Loaned—1.6%         
Registered Investment Company;         
Dreyfus Institutional Cash Advantage Plus Fund     
(cost $4,864,482)    4,864,482 c    4,864,482 
 
Total Investments         
(cost $290,685,227)    102.3%    312,701,685 
Liabilities, Less Cash and Receivables    (2.3%)    (7,112,813) 
Net Assets    100.0%    305,588,872 

ADR—American Depositary Receipts. 
a Non-income producing. 
b All or a portion of these securities are on loan. At March 31, 2005, the total market value of the fund's securities on 
loan is $4,724,453 and the total market value of the collateral held by the fund is $4,864,482. 
c Investments in affiliated money market mutual funds. 

Portfolio Summary †             
 
    Value (%)        Value (%) 
Industrials    19.3    Financials    7.2 
Information Technology    18.8    Utilities    4.4 
Consumer Discretionary    16.1    Consumer Staples    4.1 
Materials    12.8    Money Market Investments    3.1 
Energy    8.7         
Health Care    7.8        102.3 

† Based on net assets.
See notes to financial statements.

The Fund 11

  STATEMENT OF ASSETS AND LIABILITIES
March 31, 2005
    Cost    Value 
Assets ($):         
Investments in securities—         
See Statement of Investments (including securities     
on loan, valued at $4,724,453)—Note 1(b):     
Unaffiliated issuers    281,044,745    303,061,203 
Affiliated issuers    9,640,482    9,640,482 
Cash        1,611,380 
Receivable for shares of Beneficial Interest subscribed    2,544,392 
Dividends receivable        329,602 
Prepaid expenses        28,413 
        317,215,472 
Liabilities ($):         
Due to The Dreyfus Corporation and affiliates—Note 3(c)    348,834 
Liability for securities on loan—Note 1(b)    4,864,482 
Payable for investment securities purchased    6,024,622 
Payable for shares of Beneficial Interest redeemed    305,433 
Accrued expenses        83,229 
        11,626,600 
Net Assets ($)        305,588,872 
Composition of Net Assets ($):     
Paid-in capital        282,743,777 
Accumulated net realized gain (loss) on investments    828,637 
Accumulated net unrealized appreciation     
(depreciation) on investments    22,016,458 
Net Assets ($)        305,588,872 

Net Asset Value Per Share                 
    Class A    Class B    Class C    Class R    Class T 
Net Assets ($)    90,121,727    39,214,710    51,470,258    2,605,002    122,177,175 
Shares Outstanding    4,547,975    2,062,078    2,700,485    131,556    6,176,927 
Net Asset Value                     
Per Share ($)    19.82    19.02    19.06    19.80    19.78 

See notes to financial statements.

12

STATEMENT OF OPERATIONS†
Year Ended March 31, 2005
Investment Income ($):     
Income:     
Cash dividends (net of $80,140 foreign taxes withheld at source):     
Unaffiliated issuers    2,418,831 
Affiliated issuers    48,105 
Income on securities lending    34,239 
Total Income    2,501,175 
Expenses:     
Investment advisory fees—Note 3(a)    1,599,574 
Distribution fees—Note 3(b)    845,743 
Shareholder servicing costs—Note 3(c)    771,272 
Registration fees    105,801 
Professional fees    43,293 
Prospectus and shareholders' reports    30,535 
Custodian fees—Note 3(c)    29,723 
Administration fees—Note 3(a)    21,701 
Directors' fees and expenses—Note 3(d)    6,081 
Interest expense—Note 2    34 
Miscellaneous    18,723 
Total Expenses    3,472,480 
Less—reduction in expenses     
due to undertakings—Note 3(a)    (128,356) 
Less—reduction in custody fees     
due to earnings credits—Note 1(b)    (426) 
Net Expenses    3,343,698 
Investment (Loss)—Net    (842,523) 
Realized and Unrealized Gain (Loss) on Investments—Note 4 ($): 
Net realized gain (loss) on investments    844,020 
Net unrealized appreciation (depreciation) on investments    9,889,121 
Net Realized and Unrealized Gain (Loss) on Investments    10,733,141 
Net Increase in Net Assets Resulting from Operations    9,890,618 

† Represents information for predecessor, Bear Stearns Alpha Growth Portfolio through April 30, 2004.
See notes to financial statements.

The Fund 13

STATEMENT OF CHANGES IN NET ASSETS

        Year Ended March 31, 
    2005a,b    2004b 
Operations ($):         
Investment (loss)—net    (842,523)    (373,885) 
Net realized gain (loss) on investments    844,020    17,013,630 
Net unrealized appreciation         
(depreciation) on investments    9,889,121    14,332,976 
Net Increase (Decrease) in Net Assets         
Resulting from Operations    9,890,618    30,972,721 
Dividends to Shareholders from ($):         
Net realized gain on investments:         
Class B shares    (2,789,238)    — 
Class C shares    (3,096,117)    — 
Class T shares    (9,311,576)    — 
Total Dividends    (15,196,931)    — 
Beneficial Interest Transactions ($):         
Net proceeds from shares sold:         
Class A shares    89,594,251    — 
Class B shares    13,872,805    14,846,850 
Class C shares    26,184,743    18,987,609 
Class R shares    2,500,024    — 
Class T shares    51,132,135    66,609,400 
Dividends reinvested:         
Class B shares    2,580,064    — 
Class C shares    2,850,438    — 
Class T shares    8,713,513    — 
Cost of shares redeemed:         
Class A shares    (1,817,649)    — 
Class B shares    (7,379,672)    (5,709,547) 
Class C shares    (10,150,310)    (4,205,697) 
Class R shares    (15,051)    — 
Class T shares    (41,504,990)    (16,278,827) 
Increase (Decrease) in Net Assets         
from Beneficial Interest Transactions    136,560,301    74,249,788 
Total Increase (Decrease) in Net Assets    131,253,988    105,222,509 
Net Assets ($):         
Beginning of Period    174,334,884    69,112,375 
End of Period    305,588,872    174,334,884 

14
        Year Ended March 31, 
    2005a,b    2004b 
Capital Share Transactions:         
Class A         
Shares sold    4,641,874    — 
Shares redeemed    (93,899)    — 
Net Increase (Decrease) in Shares Outstanding    4,547,975    — 
Class B         
Shares sold    758,115    821,415 
Shares issued for dividends reinvested    149,482    — 
Shares redeemed    (412,832)    (312,939) 
Net Increase (Decrease) in Shares Outstanding    494,765    508,476 
Class C         
Shares sold    1,420,077    1,028,108 
Shares issued for dividends reinvested    164,765    — 
Shares redeemed    (561,278)    (222,799) 
Net Increase (Decrease) in Shares Outstanding    1,023,564    805,309 
Class R         
Shares sold    132,329    — 
Shares redeemed    (773)    — 
Net Increase (Decrease) in Shares Outstanding    131,556    — 
Class T         
Shares sold    2,717,404    3,461,369 
Shares issued for dividends reinvested    487,876    — 
Shares redeemed    (2,199,936)    (847,239) 
Net Increase (Decrease) in Shares Outstanding    1,005,344    2,614,130 

a    The fund commenced offering five classes of shares as of the close of business April 30, 2004.The existing shares 
    were redesignated and the fund added Class A and Class R shares. 
b    Represents information for predecessor, Bear Stearns Alpha Growth Portfolio through April 30, 2004. 
See notes to financial statements. 

The Fund 15

FINANCIAL HIGHLIGHTS

Please note that the financial highlights information in the following tables for the fund's Class B, C and T shares represents the financial highlights of the fund's predecessor, Bear Stearns Alpha Growth Portfolio ("Alpha Growth Portfolio"), before the fund commenced operations as of the close of business on April 30, 2004, and represents the performance of the fund's Class B, C and T shares thereafter. Before the fund commenced operations, substantially all of the assets of the Alpha Growth Portfolio were transferred to the fund in exchange for Class B, C and T shares of the fund in a tax-free reorganization.Total return shows how much your investment in the fund would have increased (or decreased) during each period, assuming you had reinvested all dividends and distributions.These figures have been derived from the fund's and fund's predecessor's financial statements.

    Year Ended 
Class A Shares    March 31, 2005a 
Per Share Data ($):     
Net asset value, beginning of period    17.62 
Investment Operations:     
Investment (loss)—net b    (.01) 
Net realized and unrealized gain     
(loss) on investments    2.21 
Total from Investment Operations    2.20 
Net asset value, end of period    19.82 
Total Return (%) c,d    12.49 
Ratios/Supplemental Data (%):     
Ratio of total expenses to average net assets    1.15d 
Ratio of net expenses to average net assets    1.15d 
Ratio of net investment     
(loss) to average net assets    (.04)d 
Portfolio Turnover Rate    87.73 
Net Assets, end of period ($ X 1,000)    90,122 

a    From May 1, 2004 (commencement of operations) to March 31, 2005. 
b    Based on average shares outstanding at each month end. 
c    Exclusive of sales charge. 
d    Not annualized. 
See notes to financial statements. 

16

        Year Ended March 31,     
Class B Shares†    2005    2004    2003    2002    2001 
Per Share Data ($):                     
Net asset value, beginning of period    20.32    15.17    18.41    16.46    20.93 
Investment Operations:                     
Investment (loss)—net    (.13)a    (.10)    (.08)    (.06)    (.17) 
Net realized and unrealized gain                     
(loss) on investments    .58    5.25    (3.16)    2.01    (4.30) 
Total from Investment Operations    .45    5.15    (3.24)    1.95    (4.47) 
Distributions:                     
Dividends from net realized                     
gain on investments    (1.75)    —    —    —    — 
Net asset value, end of period    19.02    20.32    15.17    18.41    16.46 
Total Return (%) b    3.08    33.95    (17.60)    11.85    (21.36) 
Ratios/Supplemental Data (%):                     
Ratio of total expenses to                     
average net assets    2.00    2.17    2.46    2.96    2.87 
Ratio of net expenses to                     
average net assets    1.90    1.90    1.90    1.90    1.90 
Ratio of net investment                     
(loss) to average net assets    (.74)    (.61)    (.65)    (.92)    (.96) 
Portfolio Turnover Rate    87.73    92.58    185.33    82.40    81.37 
Net Assets, end of period ($ X 1,000)    39,215    31,840    16,059    9,061    7,441 

†    Represents information for Class B shares of predecessor, Bear Stearns Alpha Growth Portfolio, through 
    April 30, 2004. 
a    Based on average shares outstanding at each month end. 
b    Exclusive of sales charge. 
See notes to financial statements. 

The Fund 17

FINANCIAL HIGHLIGHTS (continued)

        Year Ended March 31,     
Class C Shares †    2005    2004    2003    2002    2001 
Per Share Data ($):                     
Net asset value, beginning of period    20.35    15.19    18.42    16.46    20.94 
Investment Operations:                     
Investment (loss)—net    (.14)a    (.09)    (.06)    (.06)    (.17) 
Net realized and unrealized gain                     
(loss) on investments    .60    5.25    (3.17)    2.02    (4.31) 
Total from Investment Operations    .46    5.16    (3.23)    1.96    (4.48) 
Dividends from net realized                     
gain on investments    (1.75)    —    —    —    — 
Net asset value, end of period    19.06    20.35    15.19    18.42    16.46 
Total Return (%) b    3.13    33.97    (17.54)    11.91    (21.40) 
Ratios/Supplemental Data (%):                     
Ratio of total expenses to                     
average net assets    1.98    2.17    2.46    2.96    2.87 
Ratio of net expenses to                     
average net assets    1.90    1.90    1.90    1.90    1.90 
Ratio of net investment                     
(loss) to average net assets    (.74)    (.61)    (.63)    (.92)    (.96) 
Portfolio Turnover Rate    87.73    92.58    185.33    82.40    81.37 
Net Assets, end of period ($ X 1,000)    51,470    34,134    13,236    6,546    4,973 

†    Represents information for Class C shares of predecessor, Bear Stearns Alpha Growth Portfolio, through 
    April 30, 2004. 
a    Based on average shares outstanding at each month end. 
b    Exclusive of sales charge. 
See notes to financial statements. 

18

    Year Ended 
Class R Shares    March 31, 2005 a 
Per Share Data ($):     
Net asset value, beginning of period    17.62 
Investment Operations:     
Investment income—net b    .04 
Net realized and unrealized gain     
(loss) on investments    2.14 
Total from Investment Operations    2.18 
Net asset value, end of period    19.80 
Total Return (%) c    12.37 
Ratios/Supplemental Data (%):     
Ratio of total expenses to average net assets    .86c 
Ratio of net expenses to average net assets    .86c 
Ratio of net investment income     
to average net assets    .20c 
Portfolio Turnover Rate    87.73 
Net Assets, end of period ($ X 1,000)    2,605 

a    From May 1, 2004 (commencement of operations) to March 31, 2005. 
b    Based on average shares outstanding at each month end. 
c    Not annualized. 
See notes to financial statements. 

The Fund 19

FINANCIAL HIGHLIGHTS (continued)

        Year Ended March 31,     
Class T Shares †    2005    2004    2003    2002    2001 
Per Share Data ($):                     
Net asset value, beginning of period    20.95    15.57    18.84    16.75    21.21 
Investment Operations:                     
Investment (loss)—net    (.05)a    (.02)    (.02)    (.03)    (.09) 
Net realized and unrealized gain                     
(loss) on investments    .63    5.40    (3.25)    2.12    (4.37) 
Total from Investment Operations    .58    5.38    (3.27)    2.09    (4.46) 
Distributions:                     
Dividends from net realized                     
gain on investments    (1.75)    —    —    —    — 
Net asset value, end of period    19.78    20.95    15.57    18.84    16.75 
Total Return (%) b    3.66    34.55    (17.36)    12.48    (21.03) 
Ratios/Supplemental Data (%):                     
Ratio of total expenses to                     
average net assets    1.45    1.67    1.96    2.46    2.37 
Ratio of net expenses to                     
average net assets    1.40    1.40    1.40    1.40    1.40 
Ratio of net investment                     
(loss) to average net assets    (.25)    (.11)    (.15)    (.42)    (.46) 
Portfolio Turnover Rate    87.73    92.58    185.33    82.40    81.37 
Net Assets, end of period ($ X 1,000)    122,177    108,361    39,817    23,176    17,316 

†    Represents information for Class A shares of predecessor, Bear Stearns Alpha Growth Portfolio, through 
    April 30, 2004. 
a    Based on average shares outstanding at each month end. 
b    Exclusive of sales charge. 
See notes to financial statements. 

20

NOTES TO FINANCIAL STATEMENTS

NOTE 1—Significant Accounting Policies:

Dreyfus Premier Alpha Growth Fund (the "fund") is a separate diversified series of Dreyfus Premier Manager Funds I (the "Company"),which is registered under the Investment Company Act of 1940, as amended (the "Act"),as an open-end management investment company and operates as a series company that offers five series, including the fund. The fund's investment objective seeks capital appreciation. The Dreyfus Corporation (the "Manager" or "Dreyfus") serves as the fund's investment adviser. Dreyfus is a wholly-owned subsidiary of Mellon Financial Corporation ("Mellon Financial"). Bear Stearns Asset Management Inc. ("BSAM"), serves as the fund's sub-investment adviser.

On April 30, 2004, pursuant to an Agreement and Plan of Reorganization previously approved by the Company's Board and shareholders of Bear Stearns Alpha Growth Portfolio ("Alpha Growth Portfolio"), a series of The Bear Stearns Funds, all of the assets, subject to the liabilities, of Alpha Growth Portfolio, were transferred to the fund in exchange for shares of beneficial interest of the fund's Class B, Class C and Class T shares of equal value on the close of business on April 30, 2004. Holders of Class A shares of Alpha Growth Portfolio received Class T shares of the fund, holders of Class B shares of Alpha Growth Portfolio received Class B shares of the fund and holders of Class C shares of Alpha Growth Portfolio received Class C shares of the fund, in each case in an amount equal to the aggregate net asset value of their investment in Alpha Growth Portfolio at the time of the exchange. On the date of the exchange, the fund created Class A and Class R shares.The net asset value of the fund's shares on the close of business April 30, 2004, after the reorganization, was $17.03 per share for Class B shares, $17.06 per share for Class C shares and $17.62 per share for Class T shares, and a total of 1,747,282 Class B shares, 1,942,735 Class C shares and 5,815,598 Class T shares, representing net assets of $29,751,024 Class B shares, $33,145,934 Class C shares and $102,461,557 Class T shares (including $1,644,040 net

The Fund 21

NOTES TO FINANCIAL STATEMENTS (continued)

unrealized depreciation on investments) were issued to Alpha Growth Portfolio's shareholders in the exchange.The exchange was a tax-free event to shareholders. Alpha Growth Portfolio was the accounting survivor in the reorganization and as such, the financial statements and financial highlights reflect the financial information of Alpha Growth Portfolio through April 30, 2004.

Prior to April 30, 2004, BSAM served as investment advisor, Bear Stearns Funds Management Inc. ("BSFM") served as administrator and Bear, Stearns & Co. Inc. ("Bear Stearns") served as distributor to Alpha Growth Portfolio. BSAM, BSFM and Bear Stearns are each wholly-owned subsidiaries of The Bear Stearns Companies, Inc.

Dreyfus Service Corporation (the "Distributor"), a wholly-owned subsidiary of Dreyfus, is the Distributor of the fund's shares.The fund is authorized to issue an unlimited number of $.001 par value shares of beneficial interest in each of the following classes of shares: Class A, Class B, Class C, Class R and Class T shares. Class A and Class T shares are subject to a sales charge imposed at the time of purchase. Class B shares are subject to a contingent deferred sales charge ("CDSC") imposed on Class B share redemptions made within six years of purchase and automatically convert to Class A shares after six years. Class C shares are subject to a CDSC imposed on Class C shares redeemed within one year of purchase and Class R shares are sold at net asset value per share only to institutional investors. Other differences between the classes include the services offered to and the expenses borne by each class and certain voting rights. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets.

The Company accounts separately for the assets, liabilities and operations of each series. Expenses directly attributable to each series are charged to that series' operations; expenses which are applicable to all series are allocated among them on a pro rata basis.

22

The fund's financial statements are prepared in accordance with U.S. generally accepted accounting principles, which may require the use of management estimates and assumptions. Actual results could differ from those estimates.

The fund enters into contracts that contain a variety of indemnifications. The fund's maximum exposure under these arrangements is unknown.The fund does not anticipate recognizing any loss related to these arrangements.

(a) Portfolio valuation: Investments in securities are valued at the last sales price on the securities exchange or national securities market on which such securities are primarily traded. Securities listed on the National Market System for which market quotations are available are valued at the official closing price or, if there is no official closing price that day, at the last sale price. Securities not listed on an exchange or the national securities market, or securities for which there were no transactions, are valued at the average of the most recent bid and asked prices, except for open short positions, where the asked price is used for valuation purposes. Bid price is used when no asked price is available. Investments in registered investment companies are valued at their net asset value. When market quotations or official closing prices are not readily available, or are determined not to reflect accurately fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded (for example, a foreign exchange or market), but before the fund calculates its net asset value, the fund may value these investments at fair value as determined in accordance with the procedures approved by the Board of Trustees. Fair valuing of securities may be determined with the assistance of a pricing service using calculations based on indices of domestic securities and other appropriate indicators, such as prices of relevant ADR's and futures contracts. For other securities that are fair valued by the Board of Trustees, certain factors may be considered such as: fundamental analytical data, the nature and duration

The Fund 23

NOTES TO FINANCIAL STATEMENTS (continued)

of restrictions on disposition, an evaluation of the forces that influence the market in which the securities are purchased and sold, and public trading in similar securities of the issuer or comparable issuers. Financial futures are valued at the last sales price.

(b) Securities transactions and investment income: Securities transactions are recorded on a trade date basis. Realized gain and loss from securities transactions are recorded on the identified cost basis. Dividend income is recognized on the ex-dividend date and interest income, including, where applicable, accretion of discount and amortization of premium on investments, is recognized on the accrual basis.

The fund has an arrangement with the custodian bank whereby the fund receives earnings credits from the custodian when positive cash balances are maintained, which are used to offset custody fees. For financial reporting purposes, the fund includes net earnings credits as an expense offset in the Statement of Operations.

Pursuant to a securities lending agreement with Mellon Bank, N.A., an affiliate of Dreyfus, the fund may lend securities to qualified institutions. At origination, all loans are secured by collateral of at least 102% of the value of U.S. securities loaned and 105% of the value of foreign securities loaned. Collateral equivalent to at least 100% of the market value of securities on loan will be maintained at all times. Cash collateral is invested in certain money market mutual funds managed by Dreyfus.The fund will be entitled to receive all income on securities loaned, in addition to income earned as a result of the lending transaction. Although each security loaned is fully collateralized, the fund would bear the risk of delay in recovery of, or loss of rights in, the securities loaned should a borrower fail to return the securities in a timely manner.

(c) Affiliated issuers: Investments in other investment companies advised by Dreyfus are defined as "affiliated" in the Act.

(d) Dividends to shareholders: Dividends are recorded on the ex-dividend date. Dividends from investment income-net and dividends

24

from net realized capital gain, if any, are normally declared and paid annually, but the fund may make distributions on a more frequent basis to comply with the distribution requirements of the Internal Revenue Code of 1986, as amended (the "Code").To the extent that net realized capital gain can be offset by capital loss carryovers, it is the policy of the fund not to distribute such gain. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles.

(e) Federal income taxes: It is the policy of the fund to continue to qualify as a regulated investment company, if such qualification is in the best interests of its shareholders, by complying with the applicable provisions of the Code, and to make distributions of taxable income sufficient to relieve it from substantially all federal income and excise taxes.

At March 31,2005, the components of accumulated earnings on a tax basis were as follows: accumulated capital gain $988,086 and unrealized appreciation $21,857,009.

The tax character of distributions paid to shareholders during the fiscal periods ended March 31,2005 and March 31,2004, were as follows: ordinary income $3,242,267 and $0 and long term capital gains $11,954,664 and $0, respectively.

During the period ended March 31,2005, as a result of permanent book to tax differences, primarily due to the tax treatment for net operating losses, the fund increased accumulated undistributed investment income-net by $842,523 and decreased paid-in capital by the same amount. Net assets were not affected by this reclassification.

NOTE 2—Bank Line of Credit:

The fund participates with other Dreyfus-managed funds in a $100 million unsecured line of credit primarily to be utilized for temporary or emergency purposes, including the financing of redemptions. Interest is charged to the fund based on prevailing market rates in effect at the time of borrowings.

The Fund 25

NOTES TO FINANCIAL STATEMENTS (continued)

The average daily amount of borrowings outstanding under the line of credit during the period ended March 31, 2005 was approximately $2,100, with a related weighted average annualized interest rate of 1.58% .

NOTE 3—Investment Advisory Fee, Sub-Investment Advisory Fee and Other Transactions With Affiliates:

(a) Pursuant to an Investment Advisory Agreement ("Agreement") with Dreyfus, the investment advisory fee is computed at the annual rate of .75 of 1% of the value of the fund's average daily net assets and is payable monthly. Dreyfus has contractually agreed to waive receipt of its fees and/or assume the expenses of Class B, Class C and Class T shares for the two-year period ending May 1, 2006, to the extent that the expenses of each such class, exclusive of taxes, brokerage fees, interest on borrowings and extraordinary expenses, exceed an annual rate of 1.90% of the value of Class B and Class C shares average daily net assets and 1.40% of the value of Class T shares average daily net assets. During the period from April 1, 2004 through April 30, 2004, BSAM received a fee at an annual rate of .65 of 1% of the value of Alpha Growth Portfolio's average daily net assets. BSAM had also agreed to limit total operating expenses to certain maximum levels as a percent of average daily net assets. The investment advisory fees earned and expense reductions undertaken for the period ended March 31, 2005 were as follows:

    Investment    Expense 
    Advisory Fee ($)    Reductions ($) 
Dreyfus    1,505,793    108,641 
BSAM    93,781    19,715 
Total    1,599,574    128,356 

Pursuant to a Sub-Investment Advisory Agreement between Dreyfus and BSAM, Dreyfus pays BSAM a fee payable monthly at the annual rate of .25 of 1% of the value of the fund's average daily net assets.

BSFM served as administrator to Alpha Growth Portfolio pursuant to an Administration Agreement. BSFM received from Alpha Growth Portfolio a monthly fee equal to an annual rate of 0.15% of the average

26

daily net assets up to $1 billion, 0.12% of the next $1 billion, 0.10% of the next $3 billion and 0.08% of the average daily net assets above $5 billion. The administration fee amounted to $21,701 for the period ended April 30, 2004.This agreement was terminated as of the close of business on April 30, 2004, due to the reorganization.

During the period ended March 31, 2005, the Distributor retained $73,364 and $22,573 from commissions earned on sales of the fund's Class A and Class T shares, respectively, and $23,890 and $6,106 from contingent deferred sales charges on redemptions of the fund's Class B and Class C shares, respectively. During the period ended March 31, 2005, Bear Stearns retained $48,463 from commissions and $120,880 from contingent deferred sales charges.

(b) Under the Distribution Plan (the "Plan") adopted pursuant to Rule 12b-1 under the Act, Class B, Class C and Class T shares pay the Distributor for distributing their shares at an annual rate of .75 of 1% of the value of the average daily net assets of Class B and Class C shares and .25 of 1% of the value of the average daily net assets of Class T shares. Under the prior distribution plan with Bear Stearns, Class B, Class C and Class T shares were subject to a distribution fee of .75 of 1% of the value of the average daily net assets of Class B and Class C shares and .25 of 1% of the value of the average daily net assets of Class T shares. Distribution plan fees for the period ended March 31, 2005 were as follows:

    Class B ($)    Class C ($)    Class T ($) 
Dreyfus Service Corporation    228,971    285,985    267,259 
Bear Stearns    19,620    21,512    22,396 
Total    248,591    307,497    289,655 

(c) Under the Shareholder Services Plan, Class A, Class B, Class C and Class T shares pay the Distributor at an annual rate of .25 of 1% of the value of their average daily net assets for the provision of certain ser-vices.The services provided may include personal services relating to shareholder accounts, such as answering shareholder inquiries regarding the fund and providing reports and other information, and services

The Fund 27

NOTES TO FINANCIAL STATEMENTS (continued)

related to the maintenance of shareholder accounts. The Distributor may make payments to Service Agents (a securities dealer, financial institution or other industry professional) in respect of these services. The Distributor determines the amounts to be paid to Service Agents. Under the prior shareholder services plan with Bear Stearns, Class B, Class C and Class T shares were subject to a shareholder services plan fee of up to .25 of 1% of the value of the average daily net assets of such class. Shareholder services plan fees for the period ended March 31, 2005 were as follows:

    Class A ($)    Class B ($)    Class C ($)    Class T ($) 
Dreyfus Service Corporation    60,448    76,324    95,328    267,259 
Bear Stearns    —    6,540    7,171    22,396 
Total    60,448    82,864    102,499    289,655 

The fund compensates Dreyfus Transfer, Inc., a wholly-owned subsidiary of Dreyfus, under a transfer agency agreement for providing personnel and facilities to perform transfer agency services for the fund. During the period ended March 31, 2005, the fund was charged $135,664 pursuant to the transfer agency agreement.

The fund compensates Mellon Bank, N.A., an affiliate of Dreyfus, under a custody agreement for providing custodial services for the fund. Prior to April 30, 2004, Custodial Trust Company ("CTC"), a wholly owned subsidiary of The Bear Stearns Companies, Inc., served as custodian to Alpha Growth Portfolio. Custody fees charged for the period ended March 31, 2005 were as follows:

Mellon Bank, N.A.    $26,273 
CTC    3,450 
Total    $29,723 

The components of Due to The Dreyfus Corporation and affiliates in the Statement of Assets and Liabilities consist of: investment advisory fees $190,505, Rule 12b-1 distribution plan fees $84,173, shareholder services plan fees $62,940, custodian fees $5,491 and transfer agency per account fees $24,260, which are offset against an expense reimbursement currently in effect in the amount of $18,535.

28

(d) Each Board member also serves as a Board member of other funds within the Dreyfus complex. Annual retainer fees and attendance fees are allocated to each fund based on net assets.

(e) Pursuant to an exemptive order from the Securities and Exchange Commission, the fund may invest its available cash balances in affiliated money market mutual funds. Management fees of the underlying money market mutual funds have been waived by Dreyfus.

NOTE 4—Securities Transactions:

The aggregate amount of purchases and sales of investment securities, excluding short-term securities, during the period ended March 31, 2005, amounted to $308,643,063 and $188,467,491, respectively.

At March 31, 2005, the cost of investments for federal income tax purposes was $290,844,676; accordingly, accumulated net unrealized appreciation on investments was $21,857,009, consisting of $29,899,397 gross unrealized appreciation and $8,042,388 gross unrealized depreciation.

NOTE 5—Legal Matters:

In early 2004, two purported class and derivative actions were filed against Mellon Financial, Mellon Bank, N.A., Dreyfus, Founders Asset Management LLC, and certain directors of the Dreyfus Funds and the Dreyfus Founders Funds (together, the "Funds") in the United States District Court for the Western District of Pennsylvania. In September 2004, plaintiffs served a Consolidated Amended Complaint (the "Amended Complaint") on behalf of a purported class of all persons who acquired interests in any of the Funds between January 30, 1999 and November 17, 2003, and derivatively on behalf of the Funds.The Amended Complaint in the newly styled In re Dreyfus Mutual Funds Fee Litigation also named the Distributor, Premier Mutual Fund Services, Inc. and two additional Fund directors as defendants and alleges violations of the Investment Company Act of 1940, the Investment Advisers Act of 1940, the Pennsylvania Unfair Trade Practices and Consumer Protection Law and common-law claims.

The Fund 29

NOTES TO FINANCIAL STATEMENTS (continued)

Plaintiffs seek to recover allegedly improper and excessive Rule 12b-1 and advisory fees allegedly charged to the Funds for marketing and distribution services. More specifically, plaintiffs claim, among other things, that 12b-1 fees and directed brokerage were improperly used to pay brokers to recommend the Funds over other funds, and that such payments were not disclosed to investors. In addition, plaintiffs assert that economies of scale and soft-dollar benefits were not passed on to the Funds. Plaintiffs further allege that 12b-1 fees were improperly charged to certain of the Funds that were closed to new investors.The Amended Complaint seeks compensatory and punitive damages, rescission of the advisory contracts, and an accounting and restitution of any unlawful fees, as well as an award of attorneys' fees and litigation expenses. As noted, some of the claims in this litigation are asserted derivatively on behalf of the Funds that have been named as nominal defendants.With respect to such derivative claims, no relief is sought against the Funds. Dreyfus believes the allegations to be totally without merit and intends to defend the action vigorously. Defendants filed motions to dismiss the Amended Complaint on November 12, 2004, and those motions are pending.

Additional lawsuits arising out of these circumstances and presenting similar allegations and requests for relief may be filed against the defendants in the future. Neither Dreyfus nor the Funds believe that any of the pending actions will have a material adverse effect on the Funds or Dreyfus' ability to perform its contract with the Funds.

30

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

  Shareholders and Board of Trustees
Dreyfus Premier Alpha Growth Fund

We have audited the accompanying statement of assets and liabilities, including the statement of investments, of Dreyfus Premier Alpha Growth Fund (one of the funds comprising Dreyfus Premier Manager Funds I) as of March 31, 2005 and the related statements of operations and changes in net assets and financial highlights for the year then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit.The statement of changes in net assets for the year ended March 31, 2004 and financial highlights for each of the four years in the period then ended were audited by other auditors, whose report dated April 28, 2004 expressed an unqualified opinion on such statement of changes in net assets and financial highlights.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement.We were not engaged to perform an audit of the Fund's internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances,but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting.Accordingly, we express no such opinion.An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included verification by examination of securities held by the custodian as of March 31, 2005 and confirmation of securities not held by the custodian by correspondence with oth-ers.We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above and audited by us present fairly, in all material respects, the financial position of Dreyfus Premier Alpha Growth Fund at March 31, 2005, and the results of its operations, the changes in its net assets and the financial highlights for the year then ended, in conformity with U.S. generally accepted accounting principles.

  New York, New York
May 16, 2005

The Fund 31

IMPORTANT TAX INFORMATION (Unaudited)

For federal tax purposes, the fund hereby designates $1.3753 per share as a long-term capital gain distribution of the $1.7483 per share paid on April 29, 2004.Also the fund hereby designates 45.43% of the ordinary dividends paid during the fiscal year ended March 31, 2005 as qualifying for the corporate dividends received deduction.Also certain dividends paid by the fund may be subject to a maximum tax rate of 15%, as provided for by the Jobs and Growth tax Relief Reconciliation Act of 2003. Of the distributions paid during the fiscal year, $1,472,584 represents the maximum amount that may be considered qualified dividend income. Shareholders will receive notification in January 2006 of the percentage applicable to the preparation of their 2005 income tax returns.

32

INFORMATION ABOUT THE REVIEW AND APPROVAL OF THE FUND'S INVESTMENT ADVISORY AGREEMENT (Unaudited)

At a meeting of the Board of Trustees held on March 14, 2005, the Board considered the re-approval for another one-year term of the fund's Investment Advisory Agreement, pursuant to which the Manager provides the fund with investment advisory and administrative services, and of the fund's Sub-Investment Advisory Agreement with Bear Stearns Asset Management, Inc. ("BSAM"), pursuant to which BSAM provides day-to-day management of the fund's portfo-lio.The Board members who are not "interested persons" (as defined in the Act (the "Independent Trustees")) of the fund were assisted in their review by independent legal counsel and met with counsel in executive session separate from representatives of the Manager.

Analysis of Nature, Quality and Extent of Services Provided to the Fund. The Board members received a presentation from representatives of the Manager regarding services provided to the fund and other funds in the Dreyfus complex, and discussed the nature, quality and extent of the services provided to the fund pursuant to its Investment Advisory Agreement, and by BSAM pursuant to the Sub-Investment Advisory Agreement. The Manager's representatives reviewed the fund's distribution of accounts and the relationships the Manager has with various intermediaries and the different needs of each. The Manager's representatives noted the diversity of distribution of the fund as well as the distribution of other funds in the Dreyfus complex, and the Manager's corresponding need for broad, deep, and diverse resources to be able to provide ongoing shareholder services to each of the fund's distribution channels.The Board also reviewed the number of shareholder accounts in the fund, as well as the fund's asset size.

The Board members also considered the Manager's and BSAM's research and portfolio management capabilities and that the Manager also provides oversight of day-to-day fund operations, including fund accounting and administration and assistance in meeting legal and regulatory requirements.The Board members also considered the Manager's extensive administrative, accounting and compliance infrastructure, as well as the Manager's supervisory activities over BSAM.

The Fund 33

INFORMATION ABOUT THE REVIEW AND APPROVAL O F T H E

F U N D 'S I N V E S T M E N T A DV I S O RY A G R E E M E N T (Unaudited) ( c o n t i n u e d )

Comparative Analysis of the Fund's Performance and Management Fee and Expense Ratio. The Board members reviewed the fund's performance, investment advisory fee and expense ratios and placed significant emphasis on comparisons to a group of comparable funds and Lipper averages, and discussed the results of the comparisons.The Board members noted that the Manager assumed management of the fund on May 1, 2004, after all of the assest of a predecessor fund advised by BSAM were transferred to the fund in a tax-free reorganization. The Board members noted for the one-, three- and five-year periods ended January 31, 2005, the fund's performance as measured by total return is competitive with that of the comparison group and the Lipper category. The Board members discussed the fund's management fee and expense ratio, noting that the fund's investment advisory fee was the same as or lower than all but one of the funds in the comparison group, and that the fund's expense ratio was in line with the fund's comparison group and Lipper category averages. The Board members noted that the Manager has contractually agreed to waive receipt of its fees and/or assume the expenses of Class B, C, and T for the two-year period ending May 1, 2006, so that the annual operating expenses of each such class (excluding taxes, interest, brokerage commissions, commitment fees on borrowings and extraordinary expenses) do not exceed 1.90% for Class B and C, and 1.40% for Class T.

Representatives of the Manager noted that there were no other mutual funds or separate accounts managed by the Manager or BSAM or any of their affiliates with similar investment objectives, policies and strategies as the fund.

Analysis of Profitability and Economies of Scale. The Manager's representatives reviewed the dollar amount of expenses allocated and profit received by the Manager and the method used to determine such expenses and profit.The Board members evaluated the analysis in

34

light of the relevant circumstances for the fund, the extent to which economies of scale would be realized as the fund grows and whether fee levels reflect these economies of scale for the benefit of fund investors.The Board members also considered potential benefits to the Manager and BSAM from acting as investment adviser and sub-investment adviser, respectively, and noted that there were no soft dollar arrangements with respect to trading the fund's portfolio.

It was noted that the Board members should consider the Manager's profitability with respect to the fund as part of their evaluation of whether the fees under the Investment Advisory Agreement bear a reasonable relationship to the mix of services provided by the Manager, including the nature, quality and extent of such services and that a discussion of economies of scale is predicated on increasing assets and that, if a fund's assets had been decreasing, the possibility that the Manager may have realized any economies of scale would be less. It also was noted that the Manager, and not the fund, pays BSAM pursuant to the Sub-Investment Advisory Agreement. The Board noted that the fund was not profitable to the Manager for the time period reported.

At the conclusion of these discussions, each of the Independent Trustees expressed the opinion that he or she had been furnished with sufficient information to make an informed business decision with respect to continuation of the fund's Investment Advisory Agreement and Sub-Investment Advisory Agreement. Based on their discussions and considerations as described above, the Board made the following conclusions and determinations.

  • The Board concluded that the nature, quality and extent of theservices provided by the Manager and BSAM are adequate andappropriate.
  • The Board was satisfied with the fund's overall performance.

The Fund 35

INFORMATION ABOUT THE REVIEW AND APPROVAL O F T H E

F U N D 'S I N V E S T M E N T A DV I S O RY A G R E E M E N T (Unaudited) ( c o n t i n u e d )

  • The Board concluded that the fee paid to the Manager was rea-sonable in light of comparative performance and expense andadvisory fee information, costs of the services provided and prof-its to be realized and benefits derived or to be derived by theManager and BSAM from their relationship with the fund.
  • The Board recognized that economies of scale may be realized asthe fund's assets increase and determined that, to the extent thatmaterial economies of scale had not been shared with the fund,the Board would seek to do so.

The Board members considered these conclusions and determinations, along with information received on a routine and regular basis throughout the year, and, without any one factor being dispositive, the Board determined that re-approval of the fund's Investment Advisory Agreement, and the Sub-Investment Advisory Agreement with BSAM, was in the best interests of the fund and its shareholders.

36

BOARD MEMBERS INFORMATION (Unaudited)

Joseph S. DiMartino (61) 
Chairman of the Board (2003) 
Principal Occupation During Past 5 Years: 
• Corporate Director and Trustee 
Other Board Memberships and Affiliations: 
• The Muscular Dystrophy Association, Director 
• Levcor International, Inc., an apparel fabric processor, Director 
• Century Business Services, Inc., a provider of outsourcing functions for small and medium size 
companies, Director 
• The Newark Group, a provider of a national market of paper recovery facilities, paperboard 
mills and paperboard converting plants, Director 
• Azimuth Trust, an institutional asset management firm, Member of Board of Managers and 
Advisory Board 
No. of Portfolios for which Board Member Serves: 193 
——————— 
David P. Feldman (65) 
Board Member (2003) 
Principal Occupation During Past 5 Years: 
• Corporate Director & Trustee 
Other Board Memberships and Affiliations: 
• BBH Mutual Funds Group (11 funds), Director 
• The Jeffrey Company, a private investment company, Director 
• QMED, a medical device company, Director 
No. of Portfolios for which Board Member Serves: 58 
——————— 
Ehud Houminer (64) 
Board Member (2003) 
Principal Occupation During Past 5 Years: 
• Executive-in-Residence at the Columbia Business School, Columbia University 
• Principal of Lear,Yavitz and Associates, a management consulting firm (1996 to 2001) 
Other Board Memberships and Affiliations: 
• Avnet Inc., an electronics distributor, Director 
• International Advisory Board to the MBA Program School of Management, Ben Gurion 
University, Chairman 
• Explore Charter School, Brooklyn, NY, Chairman 
No. of Portfolios for which Board Member Serves: 36 

The Fund 37

BOARD MEMBERS INFORMATION (Unaudited) (continued)

Gloria Messinger (75) 
Board Member (2003) 
Principal Occupation During Past 5 Years: 
• Arbitrator for American Arbitration Association and National Association of Securities 
Dealers, Inc. 
• Consultant in Intellectual Property 
Other Board Memberships and Affiliations: 
• Yale Law School Fund, Director 
• Theater for a New Audience, Inc., Director 
• Brooklyn Philharmonic, Director 
• New York Women's Agenda Music Performance Trust Fund, Director 
No. of Portfolios for which Board Member Serves: 25 
——————— 
T. John Szarkowski (79) 
Board Member (2003) 
Principal Occupation During Past 5 Years: 
• Consultant in Photography 
Other Board Memberships and Affiliations: 
• Photography Department at The Museum of Modern Art, Director Emeritus 
No. of Portfolios for which Board Member Serves: 25 
——————— 
Anne Wexler (74) 
Board Member (2003) 
Principal Occupation During Past 5 Years: 
• Chairman of the Wexler & Walker Public Policy Associates, consultants specializing in govern- 
ment relations and public affairs 
Other Board Memberships and Affiliations: 
• Wilshire Mutual Funds (5 funds), Director 
• Methanex Corporation, a methanol producing company, Director 
• Member of the Council of Foreign Relations 
• Member of the National Park Foundation 
No. of Portfolios for which Board Member Serves: 36 
——————— 
Once elected all Board Members serve for an indefinite term.The address of the Board Members and Officers is in c/o 
The Dreyfus Corporation, 200 Park Avenue, New York, New York 10166. Additional information about the Board 
Members is available in the fund's Statement of Additional Information which can be obtained from Dreyfus free of 
charge by calling this toll free number: 1-800-554-4611. 

38

OFFICERS OF THE FUND (Unaudited)

STEPHEN E. CANTER, President since 
June 2003. 
Chairman of the Board, Chief Executive 
Officer and Chief Operating Officer of 
Dreyfus, and an officer of 90 investment 
companies (comprised of 185 portfolios) 
managed by Dreyfus. Mr. Canter also is a 
Board member and, where applicable, an 
Executive Committee Member of the other 
investment management subsidiaries of Mellon 
Financial Corporation, each of which is an 
affiliate of Dreyfus. He is 59 years old and has 
been an employee of Dreyfus since May 1995. 
 
STEPHEN R. BYERS, Executive Vice 
President since June 2003. 
Chief Investment Officer,Vice Chairman and 
a director of Dreyfus, and an officer of 90 
investment companies (comprised of 185 
portfolios) managed by Dreyfus. Mr. Byers 
also is an officer, director or an Executive 
Committee Member of certain other 
investment management subsidiaries of 
Mellon Financial Corporation, each of which 
is an affiliate of Dreyfus. He is 51 years old 
and has been an employee of Dreyfus since 
January 2000. 
 
MARK N. JACOBS, Vice President since 
June 2003. 
Executive Vice President, Secretary and 
General Counsel of Dreyfus, and an officer of 
91 investment companies (comprised of 201 
portfolios) managed by Dreyfus. He is 58 years 
old and has been an employee of Dreyfus since 
June 1977. 
 
JEFF PRUSNOFSKY, Secretary since 
June 2003. 
Associate General Counsel of Dreyfus, and an 
officer of 24 investment companies (comprised 
of 88 portfolios) managed by Dreyfus. He is 39 
years old and has been an employee of Dreyfus 
since October 1990. 

MICHAEL A. ROSENBERG, Secretary since 
June 2003. 
Associate General Counsel of Dreyfus, and an 
officer of 88 investment companies (comprised 
of 194 portfolios) managed by Dreyfus. He is 
45 years old and has been an employee of 
Dreyfus since October 1991. 
 
STEVEN F. NEWMAN, Assistant Secretary 
since June 2003. 
Associate General Counsel and Assistant 
Secretary of Dreyfus, and an officer of 91 
investment companies (comprised of 201 
portfolios) managed by Dreyfus. He is 55 
years old and has been an employee of 
Dreyfus since July 1980. 
 
JAMES WINDELS, Treasurer since 
June 2003. 
Director – Mutual Fund Accounting of 
Dreyfus, and an officer of 91 investment 
companies (comprised of 201 portfolios) 
managed by Dreyfus. He is 46 years old and has 
been an employee of Dreyfus since April 1985. 
 
RICHARD CASSARO, Assistant Treasurer 
since August 2003. 
Senior Accounting Manager – Equity Funds of 
Dreyfus, and an officer of 26 investment 
companies (comprised of 104 portfolios) 
managed by Dreyfus. He is 46 years old and 
has been an employee of Dreyfus since 
September 1982. 
 
ROBERT ROBOL, Assistant Treasurer 
since June 2003. 
Senior Accounting Manager – Money Market 
Funds of Dreyfus, and an officer of 38 
investment companies (comprised of 83 
portfolios) managed by Dreyfus. He is 40 years 
old and has been an employee of Dreyfus since 
October 1988. 

The Fund 39

OFFICERS OF THE FUND (Unaudited) (continued)

ROBERT SVAGNA, Assistant Treasurer since June 2003.

Senior Accounting Manager – Equity Funds of Dreyfus, and an officer of 27 investment companies (comprised of 109 portfolios) managed by Dreyfus. He is 37 years old and has been an employee of Dreyfus since November 1990.

KENNETH J. SANDGREN, Assistant Treasurer since June 2003.

Mutual Funds Tax Director of Dreyfus, and an officer of 91 investment companies (comprised of 201 portfolios) managed by Dreyfus. He is 50 years old and has been an employee of Dreyfus since June 1993.

JOSEPH W. CONNOLLY, Chief Compliance Officer since October 2004.

Chief Compliance Officer of the Manager and The Dreyfus Family of Funds (92 investment companies, comprising 202 portfolios). From November 2001 through March 2004, Mr. Connolly was first Vice-President, Mutual Fund Servicing for Mellon Global Securities Services. In that capacity, Mr. Connolly was responsible for managing Mellon's Custody, Fund Accounting and Fund Administration services to third-party mutual fund clients. He is 47 years old and has served in various capacities with Dreyfus since 1980, including manager of the firm's Fund Accounting Department from 1997 through October 2001.

WILLIAM GERMENIS, Anti-Money Laundering Compliance Officer since June 2003.

Vice President and Anti-Money Laundering Compliance Officer of the Distributor, and the Anti-Money Laundering Compliance Officer of 88 investment companies (comprised of 198 portfolios) managed by Dreyfus. He is 34 years old and has been an employee of the Distributor since October 1998.

40

For More    Information 
 
Dreyfus Premier    Custodian 
Alpha Growth Fund    Mellon Bank, N.A. 
200 Park Avenue    One Mellon Bank Center 
New York, NY 10166    Pittsburgh, PA 15258 
Investment Adviser    Transfer Agent & 
The Dreyfus Corporation    Dividend Disbursing Agent 
200 Park Avenue    Dreyfus Transfer, Inc. 
New York, NY 10166    200 Park Avenue 
Sub-Investment Adviser    New York, NY 10166 
Bear Stearns Asset    Distributor 
Management Inc.    Dreyfus Service Corporation 
383 Madison Avenue    200 Park Avenue 
New York, NY 10179    New York, NY 10166 

Telephone Call your financial representative or 1-800-554-4611

Mail    The Dreyfus Premier Family of Funds 
    144 Glenn Curtiss Boulevard, Uniondale, NY 11556-0144 

The fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission ("SEC") for the first and third quarters of each fiscal year on Form N-Q. The fund's Forms N-Q are available on the SEC's website at http://www.sec.gov and may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

A description of the policies and procedures that the fund uses to determine how to vote proxies relating to portfolio securities, and information regarding how the fund voted these proxies for the 12-month period ended June 30, 2004, is available through the fund's website at http://www.dreyfus.com and on the SEC's website at http://www.sec.gov. The description of the policies and procedures is also available without charge, upon request, by calling 1-800-645-6561.

®

© 2005 Dreyfus Service Corporation 6031AR0305

Dreyfus Premier 
Intrinsic Value Fund 

ANNUAL REPORT March 31, 2005

Save time. Save paper. View your next shareholder report online as soon as it's available. Log into www.dreyfus.com and sign up for Dreyfus eCommunications. It's simple and only takes a few minutes.

The views expressed in this report reflect those of the portfolio manager only through the end of the period covered and do not necessarily represent the views of Dreyfus or any other person in the Dreyfus organization. Any such views are subject to change at any time based upon market or other conditions and Dreyfus disclaims any responsibility to update such views.These views may not be relied on as investment advice and, because investment decisions for a Dreyfus fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Dreyfus fund.

Not FDIC-Insured • Not Bank-Guaranteed • May Lose Value

    Contents 
 
    THE FUND 
2    Letter from the Chairman 
3    Discussion of Fund Performance 
6    Fund Performance 
8    Understanding Your Fund's Expenses 
8    Comparing Your Fund's Expenses 
    With Those of Other Funds 
9    Statement of Investments 
12    Statement of Assets and Liabilities 
13    Statement of Operations 
14    Statement of Changes in Net Assets 
17    Financial Highlights 
22    Notes to Financial Statements 
33    Report of Independent Registered 
    Public Accounting Firm 
34    Important Tax Information 
35    Information About the Review and Approval 
    of the Fund's Investment Advisory Agreement 
39    Board Members Information 
41    Officers of the Fund 
    FOR MORE INFORMATION 
    Back Cover 

Dreyfus Premier 
Intrinsic Value Fund 

The Fund

LETTER FROM THE CHAIRMAN

Dear Shareholder:

This annual report for Dreyfus Premier Intrinsic Value Fund covers the 12-month period from April 1, 2004, through March 31, 2005. Inside, you'll find valuable information about how the fund was managed during the reporting period, including a discussion with the fund's portfolio managers, James G. McCluskey, CFA, Jeffrey Simon and Daniel Adler, CFA, of Bear Stearns Asset Management Inc., the fund's sub-investment adviser.

Stocks produced lackluster returns for much of the reporting period before rallying strongly in the wake of the U.S. presidential election during the fourth quarter of 2004. Subsequently, over the first three months of 2005, stocks lost some ground as rising energy prices, higher interest rates and greater inflation concerns dampened investor sentiment. Nonetheless, certain sectors of the stock market — most notably natural resources and foreign shares — produced relatively robust gains. In addition, a recent flurry of mergers-and-acquisitions activity boosted the prices of a number of individual stocks across a variety of industry groups.

In our view, the stock market's performance over the reporting period highlights the potential benefits of a long-term investment perspective and a diversified portfolio.At times such as these, when market conditions are mixed, we believe it is important to stay in touch with your financial advisor, who can help you respond to the challenges and opportunities of a changing investment environment.

Thank you for your continued confidence and support.

Sincerely,

  Stephen E. Canter
Chairman and Chief Executive Officer
The Dreyfus Corporation
April 15, 2005

2

DISCUSSION OF FUND PERFORMANCE

James G. McCluskey, CFA, Jeffrey Simon, and Daniel Adler, CFA, Portfolio Managers Bear Stearns Asset Management Inc., Sub-Investment Adviser

How did Dreyfus Premier Intrinsic Value Fund perform relative to its benchmark?

For the 12-month period ended March 31, 2005, the fund produced total returns of 6.07% for Class B shares, 5.97% for Class C shares, 7.09% for Class R shares and 6.55% for Class T shares.1,2 In comparison, the fund's benchmark, the Standard & Poor's 500 Composite Stock Price Index (the "S&P 500 Index"), produced a total return of 6.69% .3

From its transition to Dreyfus on May 1, 2004, through March 31, 2005, the fund's Class A shares produced total returns of 8.12% .1,2 The S&P 500 Index produced a total return of 8.39% for the same period.3

Despite lackluster equity returns over much of the reporting period, a rally during the fourth quarter of 2004 helped propel the S&P 500 Index upward for the 12-month period. The returns for the fund's Class B, C, R and T shares were in line with its benchmark, primarily due to the success of our stock selection strategy in the health care, consumer discretionary and consumer staples sectors, balanced with a few setbacks within the financial services sector.

On a separate note, Dan Adler has been named co-portfolio manager of the fund since October 29, 2004.

What is the fund's investment approach?

The fund seeks capital appreciation.To pursue this goal, the fund normally invests at least 65% of its total assets in equity securities of companies with market capitalizations, at the time of purchase, of more than $10 billion that the portfolio managers identify as value securities.

The portfolio managers use a "value approach" to investing.The portfolio managers look for equity securities that have relatively low price-to-earnings ratios or lower-than-average price-to-cash-flow ratios and low price-to-book ratios.The portfolio managers may consider factors such as a company's earnings growth, dividend pay-out ratios, return

The Fund 3

DISCUSSION OF FUND PERFORMANCE (continued)

on equity, new management and upcoming corporate restructuring, the general business cycle, the company's position within a specific industry and the company's responsiveness to changing conditions.

What other factors influenced the fund's performance?

The first half of the reporting period was marked by political and economic uncertainty, and the U.S. stock market generally failed to advance in a lackluster market environment. These circumstances appeared to change during the fourth quarter of 2004, when the end of the presidential campaign and signs of stronger economic growth fueled a sharp market rally. Although the market gave up some of those gains during the first quarter of 2005 when interest rates and inflation concerns rose, the market produced a respectable gain for the reporting period overall.

In this changing environment, the fund benefited from its focus on fundamentally sound, attractively valued companies.The fund received especially strong contributions to its performance from stocks in the health care, consumer discretionary and consumer staples sectors.

Among consumer-oriented stocks, top performers for the reporting period included programmer Liberty Media, which rebounded from a relatively low valuation during the reporting period as investors increasingly recognized the value of its assets. Advertising conglomerate WPP Group benefited from stronger corporate spending, and retailer Limited Brands saw its stock price rise after announcing a share repurchase plan. Food and tobacco giant Altria Group benefited from reduced litigation concerns and the possibility that a breakup of the company might unlock shareholder value.

In the health care area, pharmaceuticals leader Pfizer saw its stock price fall sharply when safety-related questions were raised regarding some of its major products. However, weakness in Pfizer was offset by better results from Johnson & Johnson, which benefited from strength in its medical devices business. In addition, the fund's hospital holdings fared relatively well. For example, hospitals operator HCA gained value as concerns regarding the company's debt levels waned.

On the other hand, the fund suffered generally disappointing results in the financials sector, where results were hurt by weakness among insurance companies.The insurance sector was subject to ongoing legal and regulatory scrutiny, which adversely affected valuations. American

4

International Group and Marsh & McLennan ranked among the fund's most severely affected insurance holdings during the reporting period.

What is the fund's current strategy?

We have continued to find attractively valued opportunities among media stocks, where we believe industry consolidation is likely to unlock value among companies such as The News Corporation and Viacom, which announced plans to split into two companies.We also believe that the worst is over for the fund's insurance holdings. Both Marsh & McLennan and AIG have installed new management teams and appear to be taking steps toward addressing regulators' concerns. Conversely, valuations of many energy, materials and basic manufacturing stocks may have gotten ahead of themselves, and the fund ended the reporting period with underweighted positions in these areas.

Finally, we have identified a number of attractive values in the information technology sector. Indeed, some technology companies that traditionally have been considered growth stocks have fallen to price levels more akin to traditional value stocks.Among technology companies, we have focused primarily on those that, in our judgment, will be able to continue to grow even in a period of slowing economic growth.

April 15, 2005

1    Total return includes reinvestment of dividends and any capital gains paid, and does not take into 
    consideration the maximum initial sales charges in the case of Class A and Class T shares, or the 
    applicable contingent deferred sales charges imposed on redemptions in the case of Class B and 
    Class C shares. Had these charges been reflected, returns would have been lower. Past performance 
    is no guarantee of future results. Share price and investment return fluctuate such that upon 
    redemption, fund shares may be worth more or less than their original cost. Return figures provided 
    reflect the absorption of fund expenses by The Dreyfus Corporation, who has contractually agreed to 
    waive receipt of its fees and/or assume the expenses of Class B, C, R and T for the two-year 
    period ending May 1, 2006, at which time it may be extended, terminated or modified. Had these 
    expenses not been absorbed, the fund's returns would have been lower. 
2    The fund commenced operations after all of the assets of a predecessor mutual fund were 
    transferred to the fund in exchange for a corresponding class of shares of the fund in a tax-free 
    reorganization on May 1, 2004.The fund offers Class A, B, C, R and T shares, which are 
    subject to different sales charges and distribution and servicing fees. Performance for each share class 
    includes returns for the predecessor fund, and reflects current distribution and servicing fees in effect 
    only since the reorganization date.The predecessor fund's Class A shares were reorganized into 
    Class T shares of the fund, and were subject to a distribution fee (reflected in the predecessor fund's 
    return only) that the fund's Class A shares are not. 
3    SOURCE: LIPPER INC. — Reflects the reinvestment of dividends and, where applicable, 
    capital gain distributions.The Standard & Poor's 500 Composite Stock Price Index is a widely 
    accepted, unmanaged index of U.S. stock market performance. 

The Fund 5

FUND PERFORMANCE

Comparison of change in value of $10,000 investment in Dreyfus Premier Intrinsic Value Fund Class A shares, Class C shares and Class T shares and the Standard & Poor's 500 Composite Stock Price Index

† Source: Lipper Inc.

Past performance is not predictive of future performance.

The above graph compares a $10,000 investment made in each of the Class A, Class C and Class T shares of Dreyfus Premier Intrinsic Value Fund on 04/04/95 (inception date) to a $10,000 investment made in the Standard & Poor's 500 Composite Stock Price Index (the "Index") on that date. For comparative purposes, the value of the Index on 03/31/95 is used as the beginning value on 04/04/95. All dividends and capital gain distributions are reinvested. Performance for Class B and Class R shares will vary from the performance of Class A, Class C and Class T shares shown above due to differences in charges and expenses.

Effective May 1, 2004, Dreyfus Premier Intrinsic Value Fund (the "fund") commenced operations after all of the assets of a predecessor mutual fund that was advised by the fund's current sub-investment adviser were transferred to the fund in exchange for a corresponding class of shares of the fund in a tax-free reorganization. On that date, the fund began offer Class A, B, C, R and T shares, which are subject to different sales charges and distribution and servicing fees. Performance for each share class in the line graph above includes returns for the predecessor fund and the current applicable sales loads and reflects current distribution and servicing fees in effect only since the reorganization date.The predecessor fund's Class A shares were reorganized into Class T shares of the fund, and were subject to a distribution fee (reflected in the predecessor fund's return only) that the fund's Class A shares are not.The fund's other share classes have achieved different returns.

The fund's performance shown in the line graph above takes into account the maximum initial sales charges on Class A and Class T shares and all other applicable fees and expenses on all classes.The Index is a widely accepted, unmanaged index of U.S. stock market performance.The Index does not take into account charges, fees and other expenses. Further information relating to fund performance, including expense reimbursements, if applicable, is contained in the Financial Highlights section of the prospectus and elsewhere in this report.

6

Average Annual Total Returns as of 3/31/05         
 
    Inception            From 
    Date    1 Year    5 Years    Inception 
Class A shares                 
with maximum sales charge (5.75%)    4/4/95    0.65%    6.86%    11.24% 
without sales charge    4/4/95    6.79%    8.13%    11.90% 
Class B shares                 
with applicable redemption charge †    1/28/98    2.07%    7.23%    6.84%†† 
without redemption    1/28/98    6.07%    7.53%    6.84%†† 
Class C shares                 
with applicable redemption charge †††    4/4/95    4.97%    7.54%    11.31% 
without redemption    4/4/95    5.97%    7.54%    11.31% 
Class R shares    9/11/95    7.09%    8.74%    11.27% 
Class T shares                 
with applicable sales charge (4.5%)    4/4/95    1.74%    7.09%    11.35% 
without sales charge    4/4/95    6.55%    8.09%    11.87% 

Past performance is not predictive of future performance.The fund's performance shown in the graph and table does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.The performance figures for Class A, Class C and Class T shares shown in the table include the performance of the predecessor fund from April 4, 1995, to April 30, 2004, for Class B from January 28, 1998, to April 30, 2004, and for Class R from September 11, 1995, to April 30, 2004, and are adjusted to reflect the applicable sales loads and expenses.The inception date and record for Class T shares (subject to Class A's sales load) is used to calculate performance for Class A shares, which commenced operations on May 1, 2004.

†    The maximum contingent deferred sales charge for Class B shares is 4%. After six years Class B shares convert to 
    Class A shares. 
††    Assumes the conversion of Class B shares to Class A shares at the end of the sixth year following the 
    date of purchase. 
†††    The maximum contingent deferred sales charge for Class C shares is 1% for shares redeemed within one year of the 
    date of purchase. 

The Fund 7

UNDERSTANDING YOUR FUND'S EXPENSES (Unaudited)

As a mutual fund investor, you pay ongoing expenses, such as management fees and other expenses. Using the information below, you can estimate how these expenses affect your investment and compare them with the expenses of other funds.You also may pay one-time transaction expenses, including sales charges (loads) and redemption fees, which are not shown in this section and would have resulted in higher total expenses. For more information, see your fund's prospectus or talk to your financial adviser.

Review your fund's expenses

The table below shows the expenses you would have paid on a $1,000 investment in Dreyfus Premier Intrinsic Value Fund from October 1, 2004 to March 31, 2005. It also shows how much a $1,000 investment would be worth at the close of the period, assuming actual returns and expenses.

Expenses and Value of a $1,000 Investment             
assuming actual returns for the six months ended March 31, 2005         
    Class A    Class B    Class C    Class R    Class T 
Expenses paid per $1,000 †    $ 7.55    $ 9.80    $ 9.90    $ 4.32    $ 7.50 
Ending value (after expenses)    $1,060.30    $1,057.40    $1,057.40    $1,063.10    $1,060.00 

COMPARING YOUR FUND'S EXPENSES WITH THOSE OF OTHER FUNDS (Unaudited)

Using the SEC's method to compare expenses

The Securities and Exchange Commission (SEC) has established guidelines to help investors assess fund expenses. Per these guidelines, the table below shows your fund's expenses based on a $1,000 investment, assuming a hypothetical 5% annualized return. You can use this information to compare the ongoing expenses (but not transaction expenses or total cost) of investing in the fund with those of other funds.All mutual fund shareholder reports will provide this information to help you make this comparison. Please note that you cannot use this information to estimate your actual ending account balance and expenses paid during the period.

Expenses and Value of a $1,000 Investment             
assuming a hypothetical 5% annualized return for the six months ended March 31, 2005 
    Class A    Class B    Class C    Class R    Class T 
Expenses paid per $1,000 †    $ 7.39    $ 9.60    $ 9.70    $ 4.23    $ 7.34 
Ending value (after expenses)    $1,017.60    $1,015.41    $1,015.31    $1,020.74    $1,017.65 

† Expenses are equal to the fund's annualized expense ratio of 1.47% for Class A, 1.91% for Class B, 1.93% for Class C, .84% for Class R and 1.46% for Class T, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).

8
STATEMENT OF INVESTMENTS
March 31, 2005
Common Stocks—99.8%    Shares        Value ($) 
Consumer Discretionary—23.1%             
Clear Channel Communications    100,000        3,447,000 
Comcast, Cl. A    89,500    a    3,023,310 
Home Depot    192,300        7,353,552 
IAC/InterActiveCorp    100,300    a,b    2,233,681 
Knight-Ridder    7,900        531,275 
Liberty Media, Cl. A    601,443    a    6,236,964 
McDonald's    7,600        236,664 
News Cl. A    378,676        6,407,198 
TJX Cos.    237,300        5,844,699 
Time Warner    190,800    a    3,348,540 
Viacom, Cl. B    121,400        4,228,362 
WPP Group, ADR    72,500        4,112,925 
Wal-Mart Stores    89,000        4,459,790 
            51,463,960 
Consumer Staples—6.1%             
Altria Group    69,600        4,551,144 
Coca-Cola    55,300        2,304,351 
Procter & Gamble    129,400        6,858,200 
            13,713,695 
Energy—8.7%             
ChevronTexaco    96,212        5,610,122 
ConocoPhillips    44,400        4,788,096 
Exxon Mobil    151,000        8,999,600 
            19,397,818 
Financial—24.0%             
AFLAC    27,800        1,035,828 
American Express    86,900        4,464,053 
American International Group    150,000        8,311,500 
Berkshire Hathaway, Cl. B    1,176    a    3,358,656 
Countrywide Financial    50,000        1,623,000 
JPMorgan Chase & Co.    158,400        5,480,640 
MBIA    18,000        941,040 
Marsh & McLennan Cos.    111,700        3,397,914 
Merrill Lynch & Co.    60,000        3,396,000 
Morgan Stanley    60,200        3,446,450 
St. Paul Travelers Cos.    121,473        4,461,703 

The Fund 9

STATEMENT OF INVESTMENTS (continued)

Common Stocks (continued)    Shares    Value ($) 
Financial (continued)         
U.S. Bancorp    194,200    5,596,844 
Washington Mutual    27,000    1,066,500 
Wells Fargo & Co.    115,500    6,906,900 
        53,487,028 
Financial Services—8.9%         
Bank Of America    208,092    9,176,857 
Citigroup    235,733    10,593,841 
        19,770,698 
Health Care—4.1%         
Johnson & Johnson    85,300    5,728,748 
Pfizer    128,800    3,383,576 
        9,112,324 
Industrial—9.5%         
Dover    5,500    207,845 
General Dynamics    16,500    1,766,325 
General Electric    253,400    9,137,604 
H&R Block    111,000    5,614,380 
United Technologies    44,900    4,564,534 
        21,290,688 
Information Technology—14.4%         
Electronic Data Systems    105,600    2,182,752 
First Data    111,000    4,363,410 
Hewlett-Packard    212,800    4,668,832 
Intel    96,400    2,239,372 
International Business Machines    38,100    3,481,578 
Microsoft    234,400    5,665,448 
Motorola    149,900    2,244,003 
Nokia, ADR    251,700    3,883,731 
Oracle    269,000 a    3,357,120 
        32,086,246 
Telecommunication Services—1.0%     
BellSouth    87,600    2,303,004 
Total Common Stocks         
(cost $199,202,026)        222,625,461 

10
Other Investment—1.1%    Shares    Value ($) 
Registered Investment Company;         
Dreyfus Institutional Preferred         
Plus Money Market Fund         
(cost $2,382,000)    2,382,000 c    2,382,000 
 
Investment of Cash Collateral         
for Securities Loaned—.1%         
Registered Investment Company;         
Dreyfus Institutional Cash Advantage Plus         
Money Market Fund         
(cost $197,708)    197,708 c    197,708 
 
Total Investments (cost $201,781,734)    101.0%    225,205,169 
Liabilities, Less Cash and Receivables    (1.0%)    (2,139,411) 
Net Assets    100.0%    223,065,758 

ADR—American Depository Receipts. 
a Non-income producing. 
b A portion of this security is on loan. At March 31, 2005, the total market value of the portfolio's security on loan is 
$191,433 and the total market value of the collateral held by the portfolio is $197,708. 
c Investments in affiliated money market mutual funds. 

Portfolio Summary †             
 
    Value (%)        Value (%) 
Financial    24.0    Consumer Staples    6.1 
Consumer Discretionary    23.1    Health Care    4.1 
Information Technology    14.4    Money Market Investments    1.2 
Industrial    9.5    Telecommunications Services    1.0 
Financial Services    8.9         
Energy    8.7        101.0 

† Based on net assets.
See notes to financial statements.

The Fund 11

STATEMENT OF ASSETS AND LIABILITIES

March 31, 2005

    Cost    Value 
Assets ($):         
Investments in securities—         
See Statement of Investments (including securities     
on loan, valued at $191,433)—Note 1(b):     
Unaffiliated issuers    199,202,026    222,625,461 
Affiliated issuers    2,579,708    2,579,708 
Cash        212,675 
Receivable for investment securities sold    550,727 
Dividends receivable        278,834 
Receivable for shares of Beneficial Interest subscribed    152,569 
Prepaid expenses        28,981 
        226,428,955 
Liabilities ($):         
Due to The Dreyfus Corporation and affiliates—Note 3(c)    245,733 
Payable for investment securities purchased    1,984,433 
Payable for shares of Beneficial Interest redeemed    766,356 
Liability for securities on loan—Note 1(b)    197,708 
Accrued expenses        168,967 
        3,363,197 
Net Assets ($)        223,065,758 
Composition of Net Assets ($):     
Paid-in capital        193,098,663 
Accumulated undistributed investment income—net    295,866 
Accumulated net realized gain (loss) on investments    6,247,794 
Accumulated net unrealized appreciation     
(depreciation) on investments    23,423,435 
Net Assets ($)        223,065,758 

Net Asset Value Per Share                 
    Class A    Class B    Class C    Class R    Class T 
Net Assets ($)    8,622,333    32,993,203    27,262,971    113,478,290    40,708,961 
Shares Outstanding    395,387    1,548,184    1,272,571    5,129,635    1,865,548 
Net Asset Value                     
Per Share ($)    21.81    21.31    21.42    22.12    21.82 

See notes to financial statements.

12

STATEMENT OF OPERATIONS†
Year Ended March 31, 2005
Investment Income ($):     
Income:     
Cash dividends:     
Unaffiliated issuers    4,533,758 
Affiliated issuers    68,058 
Interest    83,034 
Income from securities lending    10,700 
Total Income    4,695,550 
Expenses:     
Investment advisory fees—Note 3(a)    1,523,584 
Distribution fees—Note 3(b)    543,355 
Shareholder servicing costs—Note 3(c)    473,623 
Professional fees    77,354 
Registration fees    52,463 
Prospectus and shareholders' reports    45,086 
Custodian fees—Note 3(c)    22,084 
Trustees' fees and expenses—Note 3(d)    18,668 
Administration fee—Note 3(a)    14,207 
Interest expense—Note 2    84 
Miscellaneous    46,042 
Total Expenses    2,816,550 
Less—reduction in expenses     
due to undertakings—Note 3(a)    (22,989) 
Net Expenses    2,793,561 
Investment Income—Net    1,901,989 
Realized and Unrealized Gain (Loss) on Investments—Note 4 ($): 
Net realized gain (loss) on investments    12,849,677 
Net unrealized appreciation (depreciation) on investments    7,365,217 
Net Realized and Unrealized Gain (Loss) on Investments    20,214,894 
Net Increase in Net Assets Resulting from Operations    22,116,883 

† Represents information for predecessor, Bear Stearns Intrinsic Value Portfolio, through April 30, 2004.

See notes to financial statements.

The Fund 13

STATEMENT OF CHANGES IN NET ASSETS

    Year Ended March 31, 
    2005 a,b    2004 b 
Operations ($):         
Investment income—net    1,901,989    511,128 
Net realized gain (loss) on investments    12,849,677    2,295,339 
Net unrealized appreciation         
(depreciation) on investments    7,365,217    26,788,726 
Net Increase (Decrease) in Net Assets     
Resulting from Operations    22,116,883    29,595,193 
Dividends to Shareholders from ($):         
Investment income—net:         
Class A shares    (63,753)    — 
Class B shares    (141,317)    (29,005) 
Class C shares    (118,347)    (39,765) 
Class R shares    (1,254,590)    (241,119) 
Class T shares    (385,744)    (211,744) 
Net realized gain on investments:         
Class A shares    (165,026)    — 
Class B shares    (763,985)    — 
Class C shares    (625,287)    — 
Class R shares    (2,425,097)    — 
Class T shares    (1,005,755)    — 
Total Dividends    (6,948,901)    (521,633) 
Beneficial Interest Transactions ($):         
Net proceeds from shares sold:         
Class A shares    9,441,189    — 
Class B shares    5,667,179    6,871,491 
Class C shares    4,102,715    9,104,627 
Class R shares    84,513,993    7,206,002 
Class T shares    6,033,806    22,161,212 
Net assets received in connection         
with reorganization—Note 1:         
Class B shares    11,484,393    — 
Class C shares    6,716,277    — 
Class R shares    375,577    — 
Class T shares    17,645,705    — 

14
    Year Ended March 31, 
    2005 a,b    2004 b 
Beneficial Interest Transactions ($) (continued):     
Dividends reinvested:         
Class A shares    214,748    — 
Class B shares    806,874    25,643 
Class C shares    673,874    35,547 
Class R shares    3,501,826    233,179 
Class T shares    1,244,804    162,794 
Cost of shares redeemed:         
Class A shares    (1,202,976)    — 
Class B shares    (5,335,156)    (2,289,984) 
Class C shares    (5,928,816)    (4,542,192) 
Class R shares    (15,887,374)    (10,085,932) 
Class T shares    (25,843,908)    (8,560,095) 
Increase (Decrease) in Net Assets         
from Beneficial Interest Transactions    98,224,730    20,322,292 
Total Increase (Decrease) in Net Assets    113,392,712    49,395,852 
Net Assets ($):         
Beginning of Period    109,673,046    60,277,194 
End of Period    223,065,758    109,673,046 
Undistributed investment income—net    295,866    357,628 

The Fund 15

STATEMENT OF CHANGES IN NET ASSETS (continued)

    Year Ended March 31, 
    2005 a,b    2004 b 
Capital Share Transactions:         
Class A         
Shares sold    440,792    — 
Shares issued for dividends reinvested    9,708    — 
Shares redeemed    (55,113)    — 
Net Increase (Decrease) in Shares Outstanding    395,387    — 
Class B         
Shares sold    236,809    365,467 
Shares issued in connection with reorganization—Note 1    564,344    — 
Shares issued for dividends reinvested    37,398    1,335 
Shares redeemed    (257,645)    (123,112) 
Net Increase (Decrease) in Shares Outstanding    580,906    243,690 
Class C         
Shares sold    172,796    491,633 
Shares issued in connection with reorganization—Note 1    327,943    — 
Shares issued for dividends reinvested    31,099    1,840 
Shares redeemed    (284,900)    (230,527) 
Net Increase (Decrease) in Shares Outstanding    246,938    262,946 
Class R         
Shares sold    4,426,031    357,139 
Shares issued in connection with reorganization—Note 1    17,817    — 
Shares issued for dividends reinvested    156,780    11,753 
Shares redeemed    (735,779)    (502,732) 
Net Increase (Decrease) in Shares Outstanding    3,864,849    (133,840) 
Class T         
Shares sold    230,671    1,188,300 
Shares issued in connection with reorganization—Note 1    848,351    — 
Shares issued for dividends reinvested    56,590    8,297 
Shares redeemed    (1,221,552)    (442,336) 
Net Increase (Decrease) in Shares Outstanding    (85,940)    754,261 

a    The fund commenced offering five classes of shares as of the close of business on April 30, 2004.The existing shares 
    were redesignated and the fund added Class A shares. 
b    Represents information for predecessor, Bear Stearns Intrinsic Value Portfolio through April 30, 2004. 
See notes to financial statements. 

16

FINANCIAL HIGHLIGHTS

Please note that the financial highlights information in the following tables for the fund's Class B, C, R and T shares represents the financial highlights of the fund's predecessor, Bear Stearns Intrinsic Value Portfolio ("Intrinsic Value Portfolio"), before the fund commenced operations as of the close of business on April 30, 2004, and represents the performance of the fund's Class B, C, R and T shares thereafter. Before the fund commenced operations, substantially all of the assets of the Intrinsic Value Portfolio were transferred to the fund in exchange for Class B, C, R and T shares of the fund in a tax-free reorganization.Total return shows how much your investment in the fund would have increased (or decreased) during each period, assuming you had reinvested all dividends and distributions.These figures have been derived from the fund's and fund's predecessor's financial statements.

    Year Ended 
Class A Shares    March 31, 2005 a 
Per Share Data ($):     
Net asset value, beginning of period    20.80 
Investment Operations:     
Investment income—net b    .19 
Net realized and unrealized gain     
(loss) on investments    1.51 
Total from Investment Operations    1.70 
Distributions:     
Dividends from investment income—net    (.19) 
Dividends from net realized gain on investments    (.50) 
Total Distributions    (.69) 
Net asset value, end of period    21.81 
Total Return (%) c    8.12d 
Ratios/Supplemental Data (%):     
Ratio of total expenses to average net assets    1.32d 
Ratio of net expenses to average net assets    1.32d 
Ratio of net investment income     
to average net assets    .77d 
Portfolio Turnover Rate    69.29 
Net Assets, end of period ($ X 1,000)    8,622 

a    From May 1, 2004 (commencement of operations) to March 31, 2005. 
b    Based on average shares outstanding at each month end. 
c    Exclusive of sales charge. 
d    Not annualized. 
See notes to financial statements. 

The Fund 17

FINANCIAL HIGHLIGHTS (continued)

        Year Ended March 31,     
Class B Shares †    2005    2004    2003    2002    2001 
Per Share Data ($):                     
Net asset value, beginning of period    20.67    14.50    19.65    19.35    16.49 
Investment Operations:                     
Investment income (loss)—net    .06a    .00b    .05    (.02)    .03 
Net realized and unrealized gain                     
(loss) on investments    1.20    6.20    (5.16)    .81    3.78 
Total from Investment Operations    1.26    6.20    (5.11)    .79    3.81 
Distributions:                     
Dividends from investment                     
income—net    (.11)    (.03)    (.04)    —    (.04) 
Dividends from net realized                     
gain on investments    (.51)    —    —    (.49)    (.91) 
Total Distributions    (.62)    (.03)    (.04)    (.49)    (.95) 
Net asset value, end of period    21.31    20.67    14.50    19.65    19.35 
Total Return (%) c    6.07    42.79    (26.02)    4.17    23.19 
Ratios/Supplemental Data (%):                     
Ratio of total expenses                     
to average net assets    2.01    2.32    2.43    2.75    3.50 
Ratio of net expenses                     
to average net assets    2.00    2.00    2.00    2.00    2.00 
Ratio of net investment income (loss)                     
to average net assets    .29    .09    .45    (.07)    .15 
Portfolio Turnover Rate    69.29    53.78    52.98    20.60    60.46 
Net Assets, end of period ($ X 1,000)    32,993    19,990    10,489    9,733    3,687 

†    Represents information for Class B shares of predecessor, Bear Stearns Intrinsic Value Portfolio, through 
    April 30, 2004. 
a    Based on average shares outstanding at each month end. 
b    Amount represents less than $.01 per share. 
c    Exclusive of sales charge. 
See notes to financial statements. 

18

        Year Ended March 31,     
Class C Shares †    2005    2004    2003    2002    2001 
Per Share Data ($):                     
Net asset value, beginning of period    20.79    14.58    19.74    19.43    16.55 
Investment Operations:                     
Investment income (loss)—net    .06a    .01    .06    (.01)    .02 
Net realized and unrealized gain                     
(loss) on investments    1.18    6.24    (5.18)    .81    3.80 
Total from Investment Operations    1.24    6.25    (5.12)    .80    3.82 
Distributions:                     
Dividends from investment                     
income—net    (.10)    (.04)    (.04)    —    (.03) 
Dividends from net realized                     
gain on investments    (.51)    —    —    (.49)    (.91) 
Total Distributions    (.61)    (.04)    (.04)    (.49)    (.94) 
Net asset value, end of period    21.42    20.79    14.58    19.74    19.43 
Total Return (%) b    5.97    42.86    (25.95)    4.20    23.16 
Ratios/Supplemental Data (%):                     
Ratio of total expenses                     
to average net assets    2.00    2.32    2.43    2.75    3.50 
Ratio of net expenses                     
to average net assets    1.98    2.00    2.00    2.00    2.00 
Ratio of net investment income                     
to average net assets    .30    .09    .44    .02    .11 
Portfolio Turnover Rate    69.29    53.78    52.98    20.60    60.46 
Net Assets, end of period ($ X 1,000)    27,263    21,324    11,123    13,528    5,675 

†    Represents information for Class C shares of predecessor, Bear Stearns Intrinsic Value Portfolio, through 
    April 30, 2004. 
a    Based on average shares outstanding at each month end. 
b    Exclusive of sales charge. 
See notes to financial statements. 

The Fund 19

FINANCIAL HIGHLIGHTS (continued)

        Year Ended March 31,     
Class R Shares †    2005    2004    2003    2002    2001 
Per Share Data ($):                     
Net asset value, beginning of period    21.43    14.97    20.17    19.67    16.73 
Investment Operations:                     
Investment income—net    .31a    .16    .22    .11    .26 
Net realized and unrealized gain                     
(loss) on investments    1.21    6.47    (5.23)    .91    3.80 
Total from Investment Operations    1.52    6.63    (5.01)    1.02    4.06 
Distributions:                     
Dividends from investment                     
income—net    (.32)    (.17)    (.19)    (.03)    (.21) 
Dividends from net realized                     
gain on investments    (.51)    —    —    (.49)    (.91) 
Total Distributions    (.83)    (.17)    (.19)    (.52)    (1.12) 
Net asset value, end of period    22.12    21.43    14.97    20.17    19.67 
Total Return (%)    7.09    44.41    (24.92)    5.28    24.38 
Ratios/Supplemental Data (%):                     
Ratio of total expenses                     
to average net assets    .94    1.32    1.43    1.75    2.50 
Ratio of net expenses                     
to average net assets    .93    1.00    1.00    1.00    1.00 
Ratio of net investment income                     
to average net assets    1.37    1.09    1.44    .92    1.65 
Portfolio Turnover Rate    69.29    53.78    52.98    20.60    60.46 
Net Assets, end of period ($ X 1,000)    113,478    27,109    20,931    22,341    7,038 

†    Represents information for Class Y shares of predecessor, Bear Stearns Intrinsic Value Portfolio, through 
    April 30, 2004. 
a    Based on average shares outstanding at each month end. 
See notes to financial statements. 

20

        Year Ended March 31,     
Class T Shares †    2005    2004    2003    2002    2001 
Per Share Data ($):                     
Net asset value, beginning of period    21.14    14.81    20.04    19.63    16.71 
Investment Operations:                     
Investment income—net    .17a    .09    .14    .04    .11 
Net realized and unrealized gain                     
(loss) on investments    1.22    6.35    (5.26)    .87    3.85 
Total from Investment Operations    1.39    6.44    (5.12)    .91    3.96 
Distributions:                     
Dividends from investment                     
income—net    (.20)    (.11)    (.11)    (.01)    (.13) 
Dividends from net realized                     
gain on investments    (.51)    —    —    (.49)    (.91) 
Total Distributions    (.71)    (.11)    (.11)    (.50)    (1.04) 
Net asset value, end of period    21.82    21.14    14.81    20.04    19.63 
Total Return (%) b    6.55    43.53    (25.60)    4.72    23.79 
Ratios/Supplemental Data (%):                     
Ratio of total expenses                     
to average net assets    1.50    1.82    1.93    2.25    3.00 
Ratio of net expenses                     
to average net assets    1.48    1.50    1.50    1.50    1.50 
Ratio of net investment income                     
to average net assets    .79    .59    .93    .38    .72 
Portfolio Turnover Rate    69.29    53.78    52.98    20.60    60.46 
Net Assets, end of period ($ X 1,000)    40,709    41,250    17,734    20,953    11,983 

†    Represents information for Class A shares of predecessor, Bear Stearns Intrinsic Value Portfolio, through 
    April 30, 2004. 
a    Based on average shares outstanding at each month end. 
b    Exclusive of sales charge. 
See notes to financial statements. 

The Fund 21

NOTES TO FINANCIAL STATEMENTS

NOTE 1—Significant Accounting Policies:

Dreyfus Premier Intrinsic Value Fund (the "fund") is a separate diversified series of Dreyfus Premier Manager Funds I (the "Company"), which is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end management investment company and operates as a series company that offers five series, including the fund.The fund's investment objective seeks capital appreciation.The Dreyfus Corporation (the "Manager" or "Dreyfus") serves as the fund's investment adviser. Dreyfus is a wholly-owned subsidiary of Mellon Financial Corporation ("Mellon Financial"). Bear Stearns Asset Management Inc. ("BSAM"), serves as the fund's sub-investment adviser.

On April 30, 2004, pursuant to an Agreement and Plan of Reorganization previously approved by the Company's Board and shareholders of Bear Stearns Intrinsic Value Portfolio ("Intrinsic Value Portfolio"), a series of The Bear Stearns Funds, all of the assets, subject to the liabilities, of Intrinsic Value Portfolio, were transferred to the fund in exchange for shares of beneficial interest of the fund's Class B, Class C, Class R and Class T shares of equal value on the close of business on April 30, 2004. Holders of Class A shares of Intrinsic Value Portfolio received Class T shares of the fund, holders of Class B shares of Intrinsic Value Portfolio received Class B shares of the fund, holders of Class C shares of Intrinsic Value Portfolio received Class C shares of the fund and holders of Class Y shares of Intrinsic Value Portfolio received Class R shares of the fund, in each case in an amount equal to the aggregate net asset value of their investment in Intrinsic Value Portfolio at the time of the exchange. On the date of the exchange, the fund created Class A. The net asset value of the fund's shares on the close of business on April 30, 2004, after the reorganization, was $20.35 per share for Class B shares, $20.48 per share for Class C shares, $21.08 per share for Class R shares and $20.80 per share for Class T shares, and a total of 970,708 Class B shares, 993,706 Class C shares, 1,724,966 Class R shares and 1,979,347 Class T shares, representing net assets of $19,757,674 Class B shares, $20,349,422 Class C shares, $36,360,624 Class R shares and $41,177,476 Class T shares (including $13,088,365 net unrealized

22

appreciation on investments) were issued to Intrinsic Value Portfolio's shareholders in the exchange. The exchange was a tax-free event to shareholders. Intrinsic Value Portfolio was the accounting survivor in the reorganization and as such, the financial statements and financial highlights reflect the financial information of Intrinsic Value Portfolio through April 30, 2004. Intrinsic Value Portfolio was the accounting survivor in the reorganization and as such, the financial statements and financial highlights reflect the financial information of Intrinsic Value Portfolio through April 30, 2004.

On April 30, 2004, pursuant to an Agreement and Plan of Reorganization previously approved by the Company's Board and shareholders of Bear Stearns Insiders Select Fund ("Insiders Select Fund"), a series of The Bear Stearns Funds, all of the assets, subject to the liabilities, of Insiders Select Fund, were transferred to the fund in exchange for shares of beneficial interest of the fund's Class B, Class C, Class R and Class T shares of equal value on the close of business on April 30, 2004. Holders of Class A shares of Insiders Select Fund received Class T shares of the fund, holders of Class B shares of Insiders Select Fund received Class B shares of the fund, holders of Class C shares of Insiders Select Fund received Class C shares of the fund and holders of Class Y shares of Insiders Select Fund received Class R shares of the fund, in each case in an amount equal to the aggregate net asset value of their investment in Insiders Select Fund at the time of the exchange.The net asset value of the fund's shares on the close of business on April 30, 2004, after the reorganization, was $20.35 per share for Class B shares, $20.48 per share for Class C shares, $21.08 per share for Class R shares and $20.80 per share for Class T shares, and a total of 564,344 Class B shares, 327,943 Class C shares, 17,817 Class R shares and 848,351 Class T shares, representing net assets of $11,484,393 Class B shares, $6,716,277 Class C shares, $375,577 Class R shares and $17,645,705 Class T shares (including $7,524,300 net unrealized appreciation on investments) were issued to Insiders Select Fund's shareholders in the exchange. The exchange was a tax-free event to shareholders.

The Fund 23

NOTES TO FINANCIAL STATEMENTS (continued)

Prior to April 30, 2004, BSAM served as investment advisor, Bear Stearns Funds Management Inc. ("BSFM") served as administrator and Bear, Stearns & Co. Inc. ("Bear Stearns") served as distributor to Intrinsic Value Portfolio. BSAM, BSFM and Bear Stearns are each wholly-owned subsidiaries of The Bear Stearns Companies, Inc.

Dreyfus Service Corporation (the "Distributor"), a wholly-owned subsidiary of Dreyfus, is the Distributor of the fund's shares.The fund is authorized to issue an unlimited number of $.001 par value shares of beneficial interest in each of the following classes of shares: Class A, Class B, Class C, Class R and Class T shares. Class A and Class T shares are subject to a sales charge imposed at the time of purchase. Class B shares are subject to a contingent deferred sales charge ("CDSC") imposed on Class B share redemptions made within six years of purchase and automatically convert to Class A shares after six years. Class C shares are subject to a CDSC imposed on Class C shares redeemed within one year of purchase and Class R shares are sold at net asset value per share only to institutional investors. Other differences between the classes include the services offered to and the expenses borne by each class and certain voting rights. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets.

The Company accounts separately for the assets, liabilities and operations of each series. Expenses directly attributable to each series are charged to that series' operations; expenses which are applicable to all series are allocated among them on a pro rata basis.

The fund's financial statements are prepared in accordance with U.S. generally accepted accounting principles, which may require the use of management estimates and assumptions. Actual results could differ from those estimates.

The fund enters into contracts that contain a variety of indemnifications. The fund's maximum exposure under these arrangements is unknown.The fund does not anticipate recognizing any loss related to these arrangements.

24

(a) Portfolio valuation: Investments in securities are valued at the last sales price on the securities exchange or national securities market on which such securities are primarily traded. Securities listed on the National Market System for which market quotations are available are valued at the official closing price or, if there is no official closing price that day, at the last sale price. Securities not listed on an exchange or the national securities market, or securities for which there were no transactions, are valued at the average of the most recent bid and asked prices, except for open short positions, where the asked price is used for valuation purposes. Bid price is used when no asked price is avail-able.When market quotations or official closing prices are not readily available, or are determined not to reflect accurately fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded (for example, a foreign exchange or market), but before the fund calculates its net asset value, the fund may value these investments at fair value as determined in accordance with the procedures approved by the Board of Trustees. Fair valuing of securities may be determined with the assistance of a pricing service using calculations based on indices of domestic securities and other appropriate indicators, such as prices of relevant ADR's and futures contracts. For other securities that are fair valued by the Board of Trustees, certain factors may be considered such as: fundamental analytical data, the nature and duration of restrictions on disposition, an evaluation of the forces that influence the market in which the securities are purchased and sold, and public trading in similar securities of the issuer or comparable issuers. Investments in registered investment companies are valued at their net asset value. Financial futures are valued at the last sales price.

(b) Securities transactions and investment income: Securities transactions are recorded on a trade date basis. Realized gain and loss from securities transactions are recorded on the identified cost basis. Dividend income is recognized on the ex-dividend date and interest income, including, where applicable, accretion of discount and amortization of premium on investments, is recognized on the accrual basis.

The Fund 25

NOTES TO FINANCIAL STATEMENTS (continued)

The fund has an arrangement with the custodian bank whereby the fund receives earnings credits from the custodian when positive cash balances are maintained, which are used to offset custody fees. For financial reporting purposes, the fund includes net earnings credits, if any, as an expense offset in the Statement of Operations.

Pursuant to a securities lending agreement with Mellon Bank, N.A., an affiliate of Dreyfus, the fund may lend securities to qualified institutions. At origination, all loans are secured by collateral of at least 102% of the value of U.S. securities loaned and 105% of the value of foreign securities loaned. Collateral equivalent to at least 100% of the market value of securities on loan will be maintained at all times. Cash collateral is invested in certain money market mutual funds managed by Dreyfus.The fund will be entitled to receive all income on securities loaned, in addition to income earned as a result of the lending transaction. Although each security loaned is fully collateralized, the fund would bear the risk of delay in recovery of, or loss of rights in, the securities loaned should a borrower fail to return the securities in a timely manner.

(c) Affiliated issuers: Investments in other investment companies advised by Dreyfus are defined as "affiliated" in the Act.

(d) Dividends to shareholders: Dividends are recorded on the ex-dividend date. Dividends from investment income-net and dividends from net realized capital gain, if any, are normally declared and paid annually, but the fund may make distributions on a more frequent basis to comply with the distribution requirements of the Internal Revenue Code of 1986, as amended (the "Code").To the extent that net realized capital gain can be offset by capital loss carryovers, it is the policy of the fund not to distribute such gain. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles.

(e) Federal income taxes: It is the policy of the fund to continue to qualify as a regulated investment company, if such qualification is in the best interests of its shareholders, by complying with the applicable provisions of the Code, and to make distributions of taxable income sufficient to relieve it from substantially all federal income and excise taxes.

26

At March 31, 2005, the components of accumulated earnings on a tax basis were as follows: undistributed ordinary income $3,108,162, accumulated capital gains $5,408,788 and unrealized appreciation $21,450,145.

The tax character of distributions paid to shareholders during the fiscal periods ended March 31, 2005 and March 31, 2004, was as follows: ordinary income $2,296,643 and $521,633 and long-term capital gains $4,652,258 and $0, respectively.

During the period ended March 31, 2005, as a result of permanent book to tax differences, primarily due to the utilization of the capital loss carryover from the merger with Insiders Select Fund, the fund decreased accumulated net realized gain (loss) on investments by $837,396 and increased paid-in capital by the same amount. Net assets were not affected by this reclassification.

NOTE 2—Bank Line of Credit:

The fund participates with other Dreyfus-managed funds in a $100 million unsecured line of credit primarily to be utilized for temporary or emergency purposes, including the financing of redemptions. Interest is charged to the fund based on prevailing market rates in effect at the time of borrowings.

The average daily amount of borrowings outstanding under the line of credit during the period ended March 31, 2005 was approximately $4,100, with a related weighted average annualized interest rate of 2.05% .

NOTE 3—Investment Advisory Fee, Sub-Investment Advisory Fee and Other Transactions With Affiliates:

(a) Pursuant to an Investment Advisory Agreement ("Agreement") with Dreyfus, the investment advisory fee is computed at the annual rate of .75 of 1% of the value of the fund's average daily net assets and is payable monthly. Dreyfus has contractually agreed to waive receipt of its fees and/or assume the expenses of Class B, C, R and T shares for the two-year period ending May 1, 2006, to the extent that the expenses of each such class, exclusive of taxes, brokerage fees, interest on borrowings, Rule 12b-1 distribution plan fees, shareholder services

The Fund 27

NOTES TO FINANCIAL STATEMENTS (continued)

plan fees and extraordinary expenses, exceed an annual rate of 1% of the value of such class' average daily net assets. During the period from April 1, 2004 through April 30, 2004, BSAM received a fee at an annual rate of .75 of 1% of the value of Intrinsic Value Portfolio's average daily net assets. BSAM had also agreed to limit total operating expenses to certain maximum levels as a percent of average daily net assets. The investment advisory fees earned and expense reductions undertaken for the period ended March 31, 2005 were as follows:

    Investment    Expense 
    Advisory Fee ($)    Reductions ($) 
Dreyfus    1,452,549    — 
BSAM    71,035    22,989 
Total    1,523,584    22,989 

Pursuant to a Sub-Investment Advisory Agreement between Dreyfus and BSAM, Dreyfus pays BSAM a fee payable monthly at the annual rate of .25 of 1% of the value of the fund's average daily net assets.

BSFM served as administrator to Intrinsic Value Portfolio pursuant to an Administration Agreement. BSFM received from Intrinsic Value Portfolio a monthly fee equal to an annual rate of 0.15% of the average daily net assets up to $1 billion, 0.12% of the next $1 billion, 0.10% of the next $3 billion and 0.08% of the average daily net assets above $5 billion.The administration fee amounted to $14,207 for the period ended April 30, 2004. This agreement was terminated as of the close of business on April 30, 2004, due to the reorganization.

During the period ended March 31, 2005, the Distributor retained $44,550 and $3,388 from commissions earned on sales of the fund's Class A and Class T shares, respectively, and $72,706 and $7,064 from contingent deferred sales charges on redemptions of the fund's Class B and Class C shares, respectively. During the period ended March 31, 2005, Bear Stearns retained $24,907 from commissions and $69,278 from contingent deferred sales charges.

(b) Under the Distribution Plan (the "Plan") adopted pursuant to Rule 12b-1 under the Act, Class B, Class C and Class T shares pay the Distributor for distributing their shares at an annual rate of .75 of 1% of

28

the value of the average daily net assets of Class B and Class C shares and .25 of 1% of the value of the average daily net assets of Class T shares. Under the prior distribution plan with Bear Stearns, Class B, Class C and Class T shares were subject to a distribution fee of .75 of 1% of the value of the average daily net assets of Class B and Class C shares and .25 of 1% of the value of the average daily net assets of Class T shares. Distribution plan fees for the period ended March 31, 2005 were as follows:

    Class B ($)    Class C ($)    Class T ($) 
Dreyfus Service Corporation    221,090    182,688    105,682 
Bear Stearns    12,329    13,003    8,563 
Total    233,419    195,691    114,245 

(c) Under the Shareholder Services Plan, Class A, Class B, Class C and Class T shares pay the Distributor at an annual rate of .25 of 1% of the value of their average daily net assets for the provision of certain services. The services provided may include personal services relating to shareholder accounts, such as answering shareholder inquiries regarding the fund and providing reports and other information, and services related to the maintenance of shareholder accounts.The Distributor may make payments to Service Agents (a securities dealer, financial institution or other industry professional) in respect of these services.The Distributor determines the amounts to be paid to Service Agents. Under the prior shareholder services plan with Bear Stearns, Class B, Class C and Class T shares were subject to a shareholder services plan fee of up to .25 of 1% of the value of the average daily net assets of such class. Shareholder services plan fees for the period ended March 31, 2005 were as follows:

    Class A ($)    Class B ($)    Class C ($)    Class T ($) 
Dreyfus Service Corporation    13,061    73,697    60,896    105,682 
Bear Stearns    —    4,109    4,334    8,563 
Total    13,061    77,806    65,230    114,245 

The fund compensates Dreyfus Transfer, Inc., a wholly-owned subsidiary of Dreyfus, under a transfer agency agreement for providing personnel and facilities to perform transfer agency services for the fund. During the period ended March 31, 2005, the fund was charged $106,356 pursuant to the transfer agency agreement.

The Fund 29

NOTES TO FINANCIAL STATEMENTS (continued)

The fund compensates Mellon Bank, N.A., an affiliate of Dreyfus, under a custody agreement for providing custodial services for the fund. Prior to April 30, 2004, Custodial Trust Company ("CTC"), a wholly owned subsidiary of The Bear Stearns Companies, Inc., served as custodian to Intrinsic Value Portfolio. Custody fees charged for the period ended March 31, 2005 were as follows:

Mellon Bank, N.A.    $20,390 
CTC    1,694 
Total    $22,084 

The components of Due to The Dreyfus Corporation and affiliates in the Statement of Assets and Liabilities consist of: investment advisory fees $144,926, Rule 12b-1 distribution plan fees $47,810, shareholder services plan fees $23,653, custodian fees $10,647 and transfer agency per account fees $18,697.

(d) Each Board member also serves as a Board member of other funds within the Dreyfus complex. Annual retainer fees and attendance fees are allocated to each fund based on net assets.

(e) During the period ended March 31, 2005, the fund incurred total brokerage commissions of $371,605, of which $45,513 was paid to Bear Stearns.

(f) Pursuant to an exemptive order from the SEC, the fund may invest its available cash balances in affiliated money market mutual funds. Management fees of the underlying money market mutual funds have been waived by Dreyfus.

NOTE 4—Securities Transactions:

The aggregate amount of purchases and sales of investment securities, excluding short-term securities and securities received from the reorganization with Insiders Select Portfolio of $31,200,338, during the period ended March 31, 2005, amounted to $188,923,654 and $116,810,859, respectively.

30

At March 31, 2005, the cost of investments for federal income tax purposes was $203,755,024; accordingly, accumulated net unrealized appreciation on investments was $21,450,145, consisting of $27,778,021 gross unrealized appreciation and $6,327,876 gross unrealized depreciation.

NOTE 5—Legal Matters:

In early 2004, two purported class and derivative actions were filed against Mellon Financial, Mellon Bank, N.A., Dreyfus, Founders Asset Management LLC, and certain directors of the Dreyfus Funds and the Dreyfus Founders Funds (together, the "Funds") in the United States District Court for the Western District of Pennsylvania. In September 2004, plaintiffs served a Consolidated Amended Complaint (the "Amended Complaint") on behalf of a purported class of all persons who acquired interests in any of the Funds between January 30, 1999 and November 17, 2003, and derivatively on behalf of the Funds.The Amended Complaint in the newly styled In re Dreyfus Mutual Funds Fee Litigation also named the Distributor, Premier Mutual Fund Services, Inc. and two additional Fund directors as defendants and alleges violations of the Investment Company Act of 1940, the Investment Advisers Act of 1940, the Pennsylvania Unfair Trade Practices and Consumer Protection Law and common-law claims. Plaintiffs seek to recover allegedly improper and excessive Rule 12b-1 and advisory fees allegedly charged to the Funds for marketing and distribution services. More specifically, plaintiffs claim, among other things, that 12b-1 fees and directed brokerage were improperly used to pay brokers to recommend the Funds over other funds, and that such payments were not disclosed to investors. In addition, plaintiffs assert that economies of scale and soft-dollar benefits were not passed on to the Funds. Plaintiffs further allege that 12b-1 fees were improperly charged to certain of the Funds that were closed to new investors.The Amended Complaint seeks compensatory and punitive damages, rescission of the advisory contracts, and an accounting and restitution

The Fund 31

NOTES TO FINANCIAL STATEMENTS (continued)

of any unlawful fees, as well as an award of attorneys' fees and litigation expenses. As noted, some of the claims in this litigation are asserted derivatively on behalf of the Funds that have been named as nominal defendants.With respect to such derivative claims, no relief is sought against the Funds. Dreyfus believes the allegations to be totally without merit and intends to defend the action vigorously. Defendants filed motions to dismiss the Amended Complaint on November 12, 2004, and those motions are pending.

Additional lawsuits arising out of these circumstances and presenting similar allegations and requests for relief may be filed against the defendants in the future. Neither Dreyfus nor the Funds believe that any of the pending actions will have a material adverse effect on the Funds or Dreyfus' ability to perform its contract with the Funds.

32

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
  Shareholders and Board of Trustees
Dreyfus Premier Intrinsic Value Fund

We have audited the accompanying statement of assets and liabilities, including the statement of investments, of Dreyfus Premier Intrinsic Value Fund (one of the funds comprising Dreyfus Premier Manager Funds I) as of March 31, 2005 and the related statements of operations and changes in net assets and financial highlights for the year then ended.These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit. The statement of changes in net assets for the year ended March 31, 2004 and financial highlights for each of the four years in the period then ended were audited by other auditors, whose report dated April 28, 2004 expressed an unqualified opinion on such statement of changes in net assets and financial highlights.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement.We were not engaged to perform an audit of the Fund's internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances,but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting.Accordingly, we express no such opinion.An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included verification by examination of securities held by the custodian as of March 31, 2005 and confirmation of securities not held by the custodian by correspondence with oth-ers.We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above and audited by us present fairly, in all material respects, the financial position of Dreyfus Premier Intrinsic Value Fund at March 31, 2005, and the results of its operations, the changes in its net assets and the financial highlights for the year then ended, in conformity with U.S. generally accepted accounting principles.

  New York, New York
May 16, 2005

The Fund 33

IMPORTANT TAX INFORMATION (Unaudited)

For federal tax purposes, the fund hereby designates $.4716 per share as a long-term capital gain distribution paid on December 15, 2004. Also, the fund hereby designates 73.75% of the ordinary dividends paid during the fiscal year ended March 31, 2005 as qualifying for the corporate dividends received deduction. Also, certain dividends paid by the fund may be subject to a maximum tax rate of 15% as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003. Of the distributions paid during the fiscal year, $1,856,825 represents the maximum amount that may be considered qualified dividend income. Shareholders will receive notification in January 2006 of the percentage applicable to the preparation of their 2005 income tax returns.

INFORMATION ABOUT THE REVIEW AND APPROVAL OF THE FUND'S INVESTMENT ADVISORY AGREEMENT (Unaudited)

At a meeting of the Board of Trustees held on March 14, 2005, the Board considered the re-approval for another one-year term of the fund's Investment Advisory Agreement, pursuant to which the Manager provides the fund with investment advisory and administrative services, and of the fund's Sub-Investment Advisory Agreement with Bear Stearns Asset Management, Inc. ("BSAM"), pursuant to which BSAM provides day-to-day management of the fund's portfo-lio.The Board members who are not "interested persons" (as defined in the Act (the "Independent Trustees")) of the fund were assisted in their review by independent legal counsel and met with counsel in executive session separate from representatives of the Manager.

Analysis of Nature, Quality and Extent of Services Provided to the Fund. The Board members received a presentation from representatives of the Manager regarding services provided to the fund and other funds in the Dreyfus complex, and discussed the nature, quality and extent of the services provided to the Fund pursuant to its Investment Advisory Agreement, and by BSAM pursuant to the Sub-Investment Advisory Agreement.The Manager's representatives reviewed the fund's distribution of accounts and the relationships the Manager has with various intermediaries and the different needs of each. The Manager's representatives noted the diversity of distribution of the fund as well as the distribution of other funds in the Dreyfus complex, and the Manager's corresponding need for broad, deep, and diverse resources to be able to provide ongoing shareholder services to each of the fund's distribution channels.The Board also reviewed the number of shareholder accounts in the fund, as well as the fund's asset size.

The Board members also considered the Manager's and BSAM's research and portfolio management capabilities and that the Manager also provides oversight of day-to-day fund operations, including fund accounting and administration and assistance in meeting legal and regulatory requirements.The Board members also considered the Manager's extensive administrative, accounting and compliance infrastructure, as well as the Manager's supervisory activities over BSAM.

The Fund 35

INFORMATION ABOUT THE REVIEW AND APPROVAL O F T H E

F U N D 'S I N V E S T M E N T A DV I S O RY A G R E E M E N T (Unaudited) ( c o n t i n u e d )

Comparative Analysis of the fund's Performance, Investment Advisory Fee and Expense Ratio. The Board members reviewed the fund's performance, investment advisory fee and expense ratios and placed significant emphasis on comparisons to a group of comparable funds and Lipper averages, and discussed the results of the comparisons.The Board members noted that the Manager assumed management of the fund on May 1, 2004, after all of the assets of a predecessor fund advised by BSAM were transferred to the fund in a tax-free reorganization. The Board members noted that for the one-, three- and five-year periods ended January 31, 2005 the fund's performance as measured by total return was generally competitive with the comparison group and the Lipper category.The Board further noted that while the fund's one-year total return was below the comparison group and the Lipper category averages, the fund has outperformed the S&P 500 Index for five consecutive calendar years.The Board members discussed the fund's investment advisory fee and expense ratio, noting that the fund's investment advisory fee was comparable to those of the comparison group and the Lipper category averages.The Board members noted that the Manager has contractually agreed to waive receipt of its fees and/or assume the expenses of Class B, C, R and T for the two-year period ending May 1, 2006, so that the annual operating expenses of each such class (excluding Rule 12b-1 fees, shareholder services fees, taxes, interest, brokerage commissions, commitment fees on borrowings and extraordinary expenses) do not exceed 1.00% .

Representatives of the Manager reviewed with the Board members the fees paid to the Manager or its affiliates by mutual funds managed by the Manager or its affiliates with similar investment objectives, policies and strategies (the "Similar Funds") and to the Manager or BSAM or any of their affiliates by separate accounts with similar investment objectives, policies and strategies (the "Separate Accounts"and,collectively with the Similar Funds, the "Similar Accounts"), and explained the nature of each Similar Account and the differences, from the Manager and BSAM's perspective, as applicable, in providing services to such Similar Accounts as compared to the fund. The Manager's representatives also reviewed

36

the costs associated with distribution through intermediaries.The Board analyzed differences in fees paid for managing the Similar Accounts and discussed the relationship of the advisory fees paid in light of the Manager's or BSAM's performance, as the case may be, and the services provided.The Board members considered the relevance of the fee information provided for the Similar Accounts managed by the Manager or BSAM, as applicable, to evaluate the appropriateness and reasonableness of the fund's investment advisory and sub-advisory fees. The Board acknowledged that differences in fees paid by the Similar Accounts seemed to be consistent with the services provided.

Analysis of Profitability and Economies of Scale. The Manager's representatives reviewed the dollar amount of expenses allocated and profit received by the Manager and the method used to determine such expenses and profit.The Board members evaluated the analysis in light of the relevant circumstances for the fund, the extent to which economies of scale would be realized as the fund grows and whether fee levels reflect these economies of scale for the benefit of fund investors. The Board members also considered potential benefits to the Manager and BSAM from acting as investment adviser and sub-investment adviser, respectively, and noted that there were no soft dollar arrangements with respect to trading the fund's portfolio.

It was noted that the Board members should consider the Manager's profitability with respect to the fund as part of their evaluation of whether the fees under the Investment Advisory Agreement bear a reasonable relationship to the mix of services provided by the Manager, including the nature, quality and extent of such services and that a discussion of economies of scale is predicated on increasing assets and that, if a fund's assets had been decreasing, the possibility that the Manager may have realized any economies of scale would be less. It also was noted that the Manager, and not the fund, pays BSAM pursuant to the Sub-Investment Advisory Agreement. The Board noted that the fund was not profitable to the Manager for the time period reported.

The Fund 37

INFORMATION ABOUT THE REVIEW AND APPROVAL O F T H E

F U N D 'S I N V E S T M E N T A DV I S O RY A G R E E M E N T (Unaudited) ( c o n t i n u e d )

At the conclusion of these discussions, each of the Independent Trustees expressed the opinion that he or she had been furnished with sufficient information to make an informed business decision with respect to continuation of the fund's Investment Advisory Agreement and Sub-Investment Advisory Agreement. Based on their discussions and considerations as described above, the Board made the following conclusions and determinations:

  • The Board concluded that the nature, quality and extent of theservices provided by the Manager and BSAM are adequate andappropriate.
  • The Board was satisfied with the fund's overall performance.
  • The Board concluded that the fee paid to the Manager was rea-sonable in light of comparative performance and expense andadvisory fee information, costs of the services provided and profitsto be realized and benefits derived or to be derived by theManager and BSAM from their relationship with the fund.
  • The Board recognized that economies of scale may be realized asthe fund's assets increase and determined that, to the extent thatmaterial economies of scale had not been shared with the fund,the Board would seek to do so.

The Board members considered these conclusions and determinations, along with information received on a routine and regular basis throughout the year, and, without any one factor being dispositive, the Board determined that re-approval of the fund's Investment Advisory Agreement, and the Sub-Investment Advisory Agreement with BSAM, was in the best interests of the fund and its shareholders.

38

BOARD MEMBERS INFORMATION (Unaudited)

Joseph S. DiMartino (61) 
Chairman of the Board (2003) 
Principal Occupation During Past 5 Years: 
• Corporate Director and Trustee 
Other Board Memberships and Affiliations: 
• The Muscular Dystrophy Association, Director 
• Levcor International, Inc., an apparel fabric processor, Director 
• Century Business Services, Inc., a provider of outsourcing functions for small and medium size 
companies, Director 
• The Newark Group, a provider of a national market of paper recovery facilities, paperboard 
mills and paperboard converting plants, Director 
• Azimuth Trust, an institutional asset management firm, Member of Board of Managers and 
Advisory Board 
No. of Portfolios for which Board Member Serves: 193 
——————— 
David P. Feldman (65) 
Board Member (2003) 
Principal Occupation During Past 5 Years: 
• Corporate Director & Trustee 
Other Board Memberships and Affiliations: 
• BBH Mutual Funds Group (11 funds), Director 
• The Jeffrey Company, a private investment company, Director 
• QMED, a medical device company, Director 
No. of Portfolios for which Board Member Serves: 58 
——————— 
Ehud Houminer (64) 
Board Member (2003) 
Principal Occupation During Past 5 Years: 
• Executive-in-Residence at the Columbia Business School, Columbia University 
• Principal of Lear,Yavitz and Associates, a management consulting firm (1996 to 2001) 
Other Board Memberships and Affiliations: 
• Avnet Inc., an electronics distributor, Director 
• International Advisory Board to the MBA Program School of Management, Ben Gurion 
University, Chairman 
• Explore Charter School, Brooklyn, NY, Chairman 
No. of Portfolios for which Board Member Serves: 36 

The Fund 39

BOARD MEMBERS INFORMATION (Unaudited) (continued)

Gloria Messinger (75) 
Board Member (2003) 
Principal Occupation During Past 5 Years: 
• Arbitrator for American Arbitration Association and National Association of Securities 
Dealers, Inc. 
• Consultant in Intellectual Property 
Other Board Memberships and Affiliations: 
• Yale Law School Fund, Director 
• Theater for a New Audience, Inc., Director 
• Brooklyn Philharmonic, Director 
• New York Women's Agenda Music Performance Trust Fund, Director 
No. of Portfolios for which Board Member Serves: 25 
——————— 
T. John Szarkowski (79) 
Board Member (2003) 
Principal Occupation During Past 5 Years: 
• Consultant in Photography 
Other Board Memberships and Affiliations: 
• Photography Department at The Museum of Modern Art, Director Emeritus 
No. of Portfolios for which Board Member Serves: 25 
——————— 
Anne Wexler (74) 
Board Member (2003) 
Principal Occupation During Past 5 Years: 
• Chairman of the Wexler & Walker Public Policy Associates, consultants specializing in govern- 
ment relations and public affairs 
Other Board Memberships and Affiliations: 
• Wilshire Mutual Funds (5 funds), Director 
• Methanex Corporation, a methanol producing company, Director 
• Member of the Council of Foreign Relations 
• Member of the National Park Foundation 
No. of Portfolios for which Board Member Serves: 36 
——————— 
Once elected all Board Members serve for an indefinite term.The address of the Board Members and Officers is in c/o 
The Dreyfus Corporation, 200 Park Avenue, New York, New York 10166. Additional information about the Board 
Members is available in the fund's Statement of Additional Information which can be obtained from Dreyfus free of 
charge by calling this toll free number: 1-800-554-4611. 

40

OFFICERS OF THE FUND (Unaudited)

STEPHEN E. CANTER, President since June 2003.

Chairman of the Board, Chief Executive Officer and Chief Operating Officer of Dreyfus, and an officer of 90 investment companies (comprised of 185 portfolios) managed by Dreyfus. Mr. Canter also is a Board member and, where applicable, an Executive Committee Member of the other investment management subsidiaries of Mellon Financial Corporation, each of which is an affiliate of Dreyfus. He is 59 years old and has been an employee of Dreyfus since May 1995.

STEPHEN R. BYERS, Executive Vice President since June 2003.

Chief Investment Officer,Vice Chairman and a director of Dreyfus, and an officer of 90 investment companies (comprised of 185 portfolios) managed by Dreyfus. Mr. Byers also is an officer, director or an Executive Committee Member of certain other investment management subsidiaries of Mellon Financial Corporation, each of which is an affiliate of Dreyfus. He is 51 years old and has been an employee of Dreyfus since January 2000.

MARK N. JACOBS, Vice President since June 2003.

Executive Vice President, Secretary and General Counsel of Dreyfus, and an officer of 91 investment companies (comprised of 201 portfolios) managed by Dreyfus. He is 58 years old and has been an employee of Dreyfus since June 1977.

JEFF PRUSNOFSKY, Secretary since June 2003.

Associate General Counsel of Dreyfus, and an officer of 24 investment companies (comprised of 88 portfolios) managed by Dreyfus. He is 39 years old and has been an employee of Dreyfus since October 1990.

MICHAEL A. ROSENBERG, Secretary since June 2003.

Associate General Counsel of Dreyfus, and an officer of 88 investment companies (comprised of 194 portfolios) managed by Dreyfus. He is 45 years old and has been an employee of Dreyfus since October 1991.

STEVEN F. NEWMAN, Assistant Secretary since June 2003.

Associate General Counsel and Assistant Secretary of Dreyfus, and an officer of 91 investment companies (comprised of 201 portfolios) managed by Dreyfus. He is 55 years old and has been an employee of Dreyfus since July 1980.

JAMES WINDELS, Treasurer since June 2003.

Director – Mutual Fund Accounting of Dreyfus, and an officer of 91 investment companies (comprised of 201 portfolios) managed by Dreyfus. He is 46 years old and has been an employee of Dreyfus since April 1985.

RICHARD CASSARO, Assistant Treasurer since August 2003.

Senior Accounting Manager – Equity Funds of Dreyfus, and an officer of 26 investment companies (comprised of 104 portfolios) managed by Dreyfus. He is 46 years old and has been an employee of Dreyfus since September 1982.

ROBERT ROBOL, Assistant Treasurer since June 2003.

Senior Accounting Manager – Money Market Funds of Dreyfus, and an officer of 38 investment companies (comprised of 83 portfolios) managed by Dreyfus. He is 41 years old and has been an employee of Dreyfus since October 1988.

The Fund 41

OFFICERS OF THE FUND (Unaudited) (continued)

ROBERT SVAGNA, Assistant Treasurer since June 2003.

Senior Accounting Manager – Equity Funds of Dreyfus, and an officer of 27 investment companies (comprised of 109 portfolios) managed by Dreyfus. He is 37 years old and has been an employee of Dreyfus since November 1990.

KENNETH J. SANDGREN, Assistant Treasurer since June 2003.

Mutual Funds Tax Director of Dreyfus, and an officer of 91 investment companies (comprised of 201 portfolios) managed by Dreyfus. He is 50 years old and has been an employee of Dreyfus since June 1993.

JOSEPH W. CONNOLLY, Chief Compliance Officer since October 2004.

Chief Compliance Officer of the Manager and The Dreyfus Family of Funds (91 investment companies, comprising 201 portfolios). From November 2001 through March 2004, Mr. Connolly was first Vice-President, Mutual Fund Servicing for Mellon Global Securities Services. In that capacity, Mr. Connolly was responsible for managing Mellon's Custody, Fund Accounting and Fund Administration services to third-party mutual fund clients. He is 47 years old and has served in various capacities with Dreyfus since 1980, including manager of the firm's Fund Accounting Department from 1997 through October 2001.

WILLIAM GERMENIS, Anti-Money Laundering Compliance Officer since June 2003.

Vice President and Anti-Money Laundering Compliance Officer of the Distributor, and the Anti-Money Laundering Compliance Officer of 88 investment companies (comprised of 198 portfolios) managed by Dreyfus. He is 34 years old and has been an employee of the Distributor since October 1998.

42

NOTES

For More    Information 
 
Dreyfus Premier    Custodian 
Intrinsic Value Fund    Mellon Bank, N.A. 
200 Park Avenue    One Mellon Bank Center 
New York, NY 10166    Pittsburgh, PA 15258 
Investment Advisor    Transfer Agent & 
The Dreyfus Corporation    Dividend Disbursing Agent 
200 Park Avenue    Dreyfus Transfer, Inc. 
New York, NY 10166    200 Park Avenue 
Sub-Investment Advisor    New York, NY 10166 
Bear Stearns Asset    Distributor 
Management Inc.    Dreyfus Service Corporation 
383 Madison Avenue    200 Park Avenue 
New York, NY 10179    New York, NY 10166 

Telephone Call your financial representative or 1-800-554-4611

Mail    The Dreyfus Premier Family of Funds 
    144 Glenn Curtiss Boulevard, Uniondale, NY 11556-0144 

The fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission ("SEC") for the first and third quarters of each fiscal year on Form N-Q. The fund's Forms N-Q are available on the SEC's website at http://www.sec.gov and may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

A description of the policies and procedures that the fund uses to determine how to vote proxies relating to portfolio securities, and information regarding how the fund voted these proxies for the 12-month period ended June 30, 2004, is available through the fund's website at http://www.dreyfus.com and on the SEC's website at http://www.sec.gov. The description of the policies and procedures is also available without charge, upon request, by calling 1-800-645-6561.

®

© 2005 Dreyfus Service Corporation 6026AR0305

Dreyfus Premier 
S&P STARS Fund 

ANNUAL REPORT March 31, 2005

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The views expressed in this report reflect those of the portfolio manager only through the end of the period covered and do not necessarily represent the views of Dreyfus or any other person in the Dreyfus organization. Any such views are subject to change at any time based upon market or other conditions and Dreyfus disclaims any responsibility to update such views.These views may not be relied on as investment advice and, because investment decisions for a Dreyfus fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Dreyfus fund.

Not FDIC-Insured • Not Bank-Guaranteed • May Lose Value

    Contents 
 
    THE FUND 
2    Letter from the Chairman 
3    Discussion of Fund Performance 
6    Fund Performance 
8    Understanding Your Fund's Expenses 
8    Comparing Your Fund's Expenses 
    With Those of Other Funds 
9    Statement of Investments 
12    Statement of Assets and Liabilities 
13    Statement of Operations 
14    Statement of Changes in Net Assets 
16    Financial Highlights 
21    Notes to Financial Statements 
32    Report of Independent Registered 
    Public Accounting Firm 
33    Information About the Review and Approval 
    of the Fund's Investment Advisory Agreement 
37    Board Members Information 
39    Officers of the Fund 
    FOR MORE INFORMATION 
    Back Cover 

Dreyfus Premier 
S&P STARS Fund 

The Fund

LETTER FROM THE CHAIRMAN

Dear Shareholder:

This annual report for Dreyfus Premier S&P STARS Fund covers the 12-month period from April 1, 2004, through March 31, 2005. Inside, you'll find valuable information about how the fund was managed during the reporting period, including a discussion with the fund's portfolio manager, Robert S. Natale, CFA, of Bear Stearns Asset Management Inc., the fund's sub-investment adviser.

Stocks produced lackluster returns for much of the reporting period before rallying strongly in the wake of the U.S. presidential election during the fourth quarter of 2004. Subsequently, over the first three months of 2005, stocks lost some ground as rising energy prices, higher interest rates and greater inflation concerns dampened investor sentiment. Nonetheless, certain sectors of the stock market — most notably natural resources and foreign shares — produced relatively robust gains. In addition, a recent flurry of mergers-and-acquisitions activity boosted the prices of a number of individual stocks across a variety of industry groups.

In our view, the stock market's performance over the reporting period highlights the potential benefits of a long-term investment perspective and a diversified portfolio.At times such as these, when market conditions are mixed, we believe it is important to stay in touch with your financial advisor, who can help you respond to the challenges and opportunities of a changing investment environment.

Thank you for your continued confidence and support.

Sincerely,

  Stephen E. Canter
Chairman and Chief Executive Officer
The Dreyfus Corporation
April 15, 2005

2

DISCUSSION OF FUND PERFORMANCE

Robert S. Natale, CFA, Portfolio Manager

How did Dreyfus Premier S&P STARS Fund perform relative to its benchmark?

For the 12-month period ended March 31, 2005, the fund produced total returns of 8.68% for Class B shares, 8.73% for Class C shares, 9.89% for Class R shares and 9.27% for Class T shares.1 This compares with the fund's benchmark, the Standard & Poor's 500 Composite Stock Price Index ("S&P 500 Index"), which produced a total return of 6.69% for the same period.2,3 In addition, the average return of all funds reported in the Lipper Multi-Cap Core category was 5.84% .4

From its transition to Dreyfus on May 1, 2004, through March 31, 2005, the fund's Class A shares produced total returns of 14.90% .1 The S&P 500 Index produced a total return of 8.39% for this period.2,3

Despite lackluster returns over much of the reporting period, a rally during the fourth quarter of 2004 helped propel the S&P 500 Index upward for this entire one-year period. The fund produced higher returns than its benchmark and Lipper category average, primarily due to the success of our stock selection strategy in the utilities, consumer staples, financials, telecommunications services and energy sectors.

What is the fund's investment approach?

The fund seeks to provide investment results that exceed the total return of the S&P 500 Index.To pursue this goal, the fund normally invests at least 85% of its net assets upon initial purchase in securities that have buy rankings by Standard & Poor's (S&P) analysts according to the S&P STock Appreciation Ranking System (or STARS).

S&P's research staff analyzes approximately 1,500 stocks, and ranks the short- to intermediate-term appreciation potential in one of five categories, from a top rating of 5-STARS (Buy) to a low rating of 1-STARS (Sell).The portfolio manager generally uses STARS to identify common stocks in the highest categories (5- and 4-STARS) for purchase, and in the lowest category (1- and 2-STARS) for occasional short selling."Short selling" refers to a strategy in which the fund sells a security it has borrowed in anticipation of repurchasing it at a lower price in the future, thereby realizing a gain.

The fund's management team independently analyzes the stocks ranked by S&P analysts according to the STARS system and identifies

The Fund 3

DISCUSSION OF FUND PERFORMANCE (continued)

for purchase those highly ranked stocks it believes have the greatest potential to achieve growth and be acquired at a reasonable price.The team identifies the low-ranked stocks for short sale that it believes are most likely to decline in value. In evaluating stocks, the team examines such factors as market segment, industry, earnings history, price-to-earnings ratio, P/E to growth ratio and management.

What other factors influenced the fund's performance?

The first half of the reporting period was marked by political and economic uncertainty, and the U.S. stock market generally failed to advance in a lackluster market environment. These circumstances appeared to change during the fourth quarter of 2004, when the end of the presidential campaign and signs of stronger economic growth fueled a sharp rally. Although the market later gave up some of those gains when interest rates and inflation concerns rose, the fund ended the reporting period with a respectable gain.

In this environment, the stocks in the fund produced higher returns than the S&P 500 Index in nine of ten sub-sectors. Utilities stocks comprised the top-performing sector for the reporting period, led by merchant energy providers AES Corp., Reliant Energy and TXU Corp. In the consumer staples area, beverage maker Constellation Brands contributed strongly to performance as the company consolidated its wine businesses and experienced above-average earnings growth.The fund's investments in the financials sector benefited from its holdings in the insurance and capital markets industries, such as Allstate and Lehman Brothers, respectively.Wireless telephone companies drove performance among telecommunications services providers, where Nextel Partners enjoyed growth in subscribers and free cash flow.

The information technology sector represented the only area in which the fund lagged its benchmark. The fund's technology returns were hindered by its investments in semiconductor companies, which experienced an inventory correction during the reporting period. Although we believe that the industry's business fundamentals remain sound and semiconductor stock prices began to rebound later in the reporting period, it was not enough to offset earlier weakness.

What is the fund's current strategy?

We recently increased the fund's exposure to the information technology sector as stocks fell to more attractive valuations. In the consumer discretionary sector, we have moved assets away from retailers, which may be

4

vulnerable to declining consumer confidence, and into media stocks, which we expect to benefit from stronger advertising spending by corporations.We have moved to a market weight position in the energy sector, while commodity prices settle back to reflect underlying demand. We have maintained an underweight position in the financials sector,where some companies may see profit margins erode on higher interest rates.

In addition, many traditional growth stocks currently are selling at attractive valuations, while many traditional value stocks appear richly valued to us.We have positioned the fund to participate in any upward revaluation of growth stocks in the event they move back toward historical norms.

April 15, 2005

    The fund may engage in short-selling trading, which involves selling a security it does not own in 
    anticipation that the security's price will decline and may expose the fund to the risk that it will 
    be required to buy the security sold short at a time when the security has appreciated in value, 
    thus resulting in a loss to the fund. 
1    Total return includes reinvestment of dividends and any capital gains paid, and does not take into 
    consideration the maximum initial sales charges in the case of Class A and Class T shares, or the 
    applicable contingent deferred sales charges imposed on redemptions in the case of Class B and 
    Class C shares. Had these charges been reflected, returns would have been lower. Past performance 
    is no guarantee of future results. Share price and investment return fluctuate such that upon 
    redemption, fund shares may be worth more or less than their original cost. Return figures provided 
    reflect the absorption of fund expenses by The Dreyfus Corporation, which has contractually agreed 
    to waive receipt of its fees and/or assume the expenses of Classes B, C, R and T for the two-year 
    period ending May 1, 2006, at which time it may be extended, terminated or modified. Had these 
    expenses not been absorbed, the fund's returns would have been lower. 
2    SOURCE: LIPPER INC. — Reflects the reinvestment of dividends and, where applicable, 
    capital gain distributions.The Standard & Poor's 500 Composite Stock Price Index is a widely 
    accepted, unmanaged index of U.S. stock market performance. 
3    The fund commenced operations after all of the assets of a predecessor mutual fund that was advised 
    by the fund's current sub-investment adviser were transferred to the fund in exchange for a 
    corresponding class of shares of the fund in a tax-free reorganization on May 1, 2004.The fund 
    offers Class A, B, C and T shares, which are subject to different sales charges and distribution and 
    servicing fees. Performance for each share class includes returns for the predecessor fund and reflects 
    current distribution and servicing fees in effect only since the reorganization date.The predecessor 
    fund's Class A shares were reorganized into Class T shares of the fund, and were subject to a 
    distribution fee (reflected in the predecessor fund's return only) that the fund's Class A shares are not. 
    "Standard & Poor's®,""S&P STARS,""S&P®" and "STARS®" are trademarks of Standard 
    and Poor's and have been licensed for use on behalf of the fund.The fund is not sponsored, 
    managed, advised, sold or promoted by S&P and its affiliates. 
4    Source: Lipper Inc. 

The Fund 5

FUND PERFORMANCE

Comparison of change in value of $10,000 investment in Dreyfus Premier S&P STARS Fund Class A shares, Class C shares and Class T shares and the Standard & Poor's 500 Composite Stock Price Index

† Source: Lipper Inc.

Past performance is not predictive of future performance.

The above graph compares a $10,000 investment made in each of the Class A, Class C and Class T shares of Dreyfus Premier S&P STARS Fund on 04/05/95 (inception date) to a $10,000 investment made in the Standard & Poor's 500 Composite Stock Price Index (the "Index") on that date. For comparative purposes, the value of the Index on 03/31/95 is used as the beginning value on 04/05/95. All dividends and capital gain distributions are reinvested. Performance for Class B and Class R shares will vary from the performance of Class A, Class C and Class T shares shown above due to differences in charges and expenses.

Effective May 1, 2004, Dreyfus Premier S&P STARS Fund (the "fund") commenced operations after all of the assets of a predecessor mutual fund that was advised by the fund's current sub-investment adviser were transferred to the fund in exchange for a corresponding class of shares of the fund in a tax-free reorganization. On that date, the fund began to offer Class A, B, C, R and T shares, which are subject to different sales charges and distribution and servicing fees. Performance for each share class in the line graph above includes returns for the predecessor fund and the current applicable sales loads and reflects current distribution and servicing fees in effect only since the reorganization date.The predecessor fund's Class A shares were reorganized into Class T shares of the fund, and were subject to a distribution fee (reflected in the predecessor fund's return only) that the fund's Class A shares are not.The fund's other share classes have achieved different returns.

The fund's performance shown in the line graph above takes into account the maximum initial sales charges on Class A and Class T shares and all other applicable fees and expenses on all classes.The Index is a widely accepted, unmanaged index of U.S. stock market performance.The Index does not take into account charges, fees and other expenses. Further information relating to fund performance, including expense reimbursements, if applicable, is contained in the Financial Highlights section of the prospectus and elsewhere in this report.

6

Average Annual Total Returns as of 3/31/05         
 
    Inception            From 
    Date    1 Year    5 Years    Inception 
Class A shares                 
with maximum sales charge (5.75%)    4/5/95    3.10%    (7.62)%    10.74% 
without sales charge    4/5/95    9.40%    (6.52)%    11.39% 
Class B shares                 
with applicable redemption charge †    1/5/98    4.68%    (7.37)%    6.00%†† 
without redemption    1/5/98    8.68%    (7.00)%    6.00%†† 
Class C shares                 
with applicable redemption charge †††    4/5/95    7.73%    (7.01)%    10.82% 
without redemption    4/5/95    8.73%    (7.01)%    10.82% 
Class R shares    8/7/95    9.89%    (6.01)%    10.54% 
Class T shares                 
with applicable sales charge (4.5%)    4/5/95    4.37%    (7.41)%    10.86% 
without sales charge    4/5/95    9.27%    (6.55)%    11.38% 

Past performance is not predictive of future performance.The fund's performance shown in the graph and table does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.The performance figures for Class A, Class C and Class T shares shown in the table include the performance of the predecessor fund from April 5, 1995, to April 30, 2004, for Class B from January 5, 1998, to April 30, 2004, and for Class R from August 7, 1995, to April 30, 2004, and are adjusted to reflect the applicable sales loads and expenses. The inception date and record for Class T shares (subject to Class A's sales load) is used to calculate performance for Class A shares, which commenced operations on May 1, 2004.

†    The maximum contingent deferred sales charge for Class B shares is 4%. After six years Class B shares convert to 
    Class A shares. 
††    Assumes the conversion of Class B shares to Class A shares at the end of the sixth year following the date of 
    purchase. 
†††    The maximum contingent deferred sales charge for Class C shares is 1% for shares redeemed within one year of the 
    date of purchase. 

The Fund 7

UNDERSTANDING YOUR FUND'S EXPENSES (Unaudited)

As a mutual fund investor, you pay ongoing expenses, such as management fees and other expenses. Using the information below, you can estimate how these expenses affect your investment and compare them with the expenses of other funds.You also may pay one-time transaction expenses, including sales charges (loads) and redemption fees, which are not shown in this section and would have resulted in higher total expenses. For more information, see your fund's prospectus or talk to your financial adviser.

Review your fund's expenses

The table below shows the expenses you would have paid on a $1,000 investment in Dreyfus Premier S&P STARS Fund from October 1, 2004 to March 31, 2005. It also shows how much a $1,000 investment would be worth at the close of the period, assuming actual returns and expenses.

Expenses and Value of a $1,000 Investment             
assuming actual returns for the six months ended March 31, 2005         
    Class A    Class B    Class C    Class R    Class T 
Expenses paid per $1,000 †    $ 7.41    $ 10.54    $ 10.54    $ 4.68    $ 7.93 
Ending value (after expenses)    $1,106.80    $1,103.90    $1,104.00    $1,109.90    $1,106.90 

COMPARING YOUR FUND'S EXPENSES
WITH THOSE OF OTHER FUNDS (Unaudited)

Using the SEC's method to compare expenses

The Securities and Exchange Commission (SEC) has established guidelines to help investors assess fund expenses. Per these guidelines, the table below shows your fund's expenses based on a $1,000 investment, assuming a hypothetical 5% annualized return. You can use this information to compare the ongoing expenses (but not transaction expenses or total cost) of investing in the fund with those of other funds.All mutual fund shareholder reports will provide this information to help you make this comparison. Please note that you cannot use this information to estimate your actual ending account balance and expenses paid during the period.

Expenses and Value of a $1,000 Investment             
assuming a hypothetical 5% annualized return for the six months ended March 31, 2005 
    Class A    Class B    Class C    Class R    Class T 
Expenses paid per $1,000 †    $ 7.09    $ 10.10    $ 10.10    $ 4.48    $ 7.59 
Ending value (after expenses)    $1,017.90    $1,014.91    $1,014.91    $1,020.49    $1,017.40 

† Expenses are equal to the fund's annualized expense ratio of 1.41% for Class A, 2.01% for Class B, 2.01% for Class C, .89% for Class R and 1.51% for Class T, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).

8
STATEMENT OF INVESTMENTS
March 31, 2005
Common Stocks—100.0%    Shares    Value ($) 
Consumer Discretionary—10.7%         
Denny's    4,540,000 a,b    21,565,000 
Home Depot    690,000    26,385,600 
Liberty Media, Cl. A    2,700,000 a    27,999,000 
News, Cl. A    1,590,000    26,902,800 
Shopping.com    340,000 a,c    6,052,000 
Time Warner    1,540,000 a    27,027,000 
        135,931,400 
Consumer Staples—4.3%         
Constellation Brands, Cl. A    520,000 a    27,492,400 
Procter & Gamble    510,000    27,030,000 
        54,522,400 
Energy—12.8%         
Apache    490,000    30,002,700 
ConocoPhillips    120,000    12,940,800 
Devon Energy    670,000    31,992,500 
Exxon Mobil    490,000    29,204,000 
Kerr-McGee    360,000    28,198,800 
Noble Energy    440,000    29,928,800 
        162,267,600 
Financial—15.0%         
Affiliated Managers Group    430,000 a    26,672,900 
Allstate    540,000    29,192,400 
Ambac Financial Group    340,000    25,415,000 
Bank of America    630,000    27,783,000 
Citigroup    560,000    25,166,400 
Lehman Brothers Holdings    290,000    27,306,400 
MBNA    1,160,000    28,478,000 
        190,014,100 
Health Care—15.7%         
Boston Scientific    890,000 a    26,068,100 
Coventry Health Care    460,000 a    31,344,400 
Fisher Scientific International    440,000 a    25,044,800 
ICOS    1,200,000 a    26,952,000 
Intuitive Surgical    300,000 a    13,641,000 
Johnson & Johnson    430,000    28,878,800 

The Fund 9

STATEMENT OF INVESTMENTS (continued)

Common Stocks (continued)    Shares        Value ($) 
Health Care (continued)             
LifePoint Hospitals    460,000    a    20,166,400 
Sanofi-Aventis, ADR    630,000        26,674,200 
            198,769,700 
Industrials—6.3%             
Burlington Northern Santa Fe    570,000        30,740,100 
Ingersoll-Rand, Cl. A    380,000        30,267,000 
Manitowoc    470,000        18,983,300 
            79,990,400 
Information Technology—23.6%             
Bankrate    1,110,000    a,b    14,862,900 
Blackboard    102,000    a    1,778,880 
CNET Networks    3,480,000    a,c    32,851,200 
Cisco Systems    1,540,000    a    27,550,600 
EMC    2,110,000    a    25,995,200 
Fiserv    720,000    a    28,656,000 
Flextronics International    2,110,000    a    25,404,400 
iVillage    332,500    a    2,024,925 
Jupitermedia    170,000    a    2,636,700 
Maxim Integrated Products    700,000        28,609,000 
Microsoft    1,080,000        26,103,600 
QUALCOMM    760,000        27,854,000 
ValueClick    2,400,000    a    25,464,000 
Xilinx    980,000        28,645,400 
            298,436,805 
Materials—3.3%             
Cytec Industries    560,000        30,380,000 
United States Steel    230,000        11,695,500 
            42,075,500 
Telecommunication Services—4.7%         
NEXTEL Communications, Cl. A    920,000    a    26,146,400 
Nextel Partners, Cl. A    1,500,000    a,c    32,940,000 
            59,086,400 
Transportation—1.0%             
Continental Airlines, Cl. B    1,100,000    a    13,244,000 

10
Common Stocks (continued)    Shares    Value ($) 
Utilities—2.6%         
AES    2,000,000 a    32,760,000 
Total Common Stocks         
(cost $1,086,539,839)        1,267,098,305 
 
Other Investment—1.1%         
Registered Investment Company;         
Dreyfus Institutional Preferred         
Plus Money Market Fund         
(cost $13,242,000)    13,242,000 d    13,242,000 

Investment of Cash Collateral         
for Securities Loaned—.4%    Shares    Value ($) 
Registered Investment Company;         
Dreyfus Institutional Cash Advantage Plus Fund         
(cost $5,605,220)    5,605,220 d    5,605,220 
Total Investments (cost $1,105,387,059)    101.5%    1,285,945,525 
Liabilities, Less Cash and Receivables    (1.5%)    (18,495,019) 
Net Assets    100.0%    1,267,450,506 

ADR—American Depository Receipts. 
a Non-income producing. 
b Investments in non-controlled affiliates (cost $34,362,756)—see Note 1(c). 
c A portion of these securities are on loan. At March 31, 2005, the total market value of the fund's securities on loan 
is $5,304,076 and the total market value of the collateral held by the fund is $5,605,220. 
d Investments in affiliated money market mutual funds. 

Portfolio Summary †             
 
    Value (%)        Value (%) 
Information Technology    23.6    Industrials    6.3 
Health Care    15.7    Telecommunication Services    4.7 
Financial    15.0    Consumer Staples    4.3 
Energy    12.8    Other    8.4 
Consumer Discretionary    10.7        101.5 

† Based on net assets.
See notes to financial statements.

The Fund 11

  STATEMENT OF ASSETS AND LIABILITIES
March 31, 2005
    Cost    Value 
Assets ($):         
Investments in securities—See Statement         
of Investments (including securities on loan,     
valued at $5,304,076)—Note 1(b):         
Unaffiliated issuers    1,052,177,083    1,230,670,405 
Affiliated issuers    53,209,976    55,275,120 
Receivable for investment securities sold        41,430,744 
Receivable for shares of Beneficial Interest subscribed    5,211,133 
Dividends receivable        913,292 
Prepaid and other expenses        73,150 
        1,333,573,844 
Liabilities ($):         
Due to The Dreyfus Corporation and affiliates—Note 3(c)    1,701,248 
Cash overdraft due to Custodian        8,446,428 
Payable for investment securities purchased    45,707,402 
Liability for securities on loan—Note 1(b)        5,605,220 
Payable for shares of Beneficial Interest redeemed    3,807,066 
Accrued expenses        855,974 
        66,123,338 
Net Assets ($)        1,267,450,506 
Composition of Net Assets ($):         
Paid-in capital        1,986,199,587 
Accumulated net realized gain (loss) on investments    (899,307,547) 
Accumulated net unrealized appreciation         
(depreciation) on investments        180,558,466 
Net Assets ($)        1,267,450,506 

Net Asset Value Per Share                 
    Class A    Class B    Class C    Class R    Class T 
Net Assets ($)    7,789,708    366,710,647    252,670,987    177,667,588    462,611,576 
Shares Outstanding    304,287    14,942,008    10,302,514    6,635,580    18,093,328 
Net Asset Value                     
Per Share ($)    25.60    24.54    24.53    26.77    25.57 

See notes to financial statements.

12

  STATEMENT OF OPERATIONS†
Year Ended March 31, 2005
Investment Income ($):     
Income:     
Cash dividends (net of $8,010 foreign taxes withheld at source):     
Unaffiliated issuers    12,916,468 
Affiliated issuers    56,169 
Interest    180,348 
Income on securities lending    35,230 
Total Income    13,188,215 
Expenses:     
Investment advisory fees—Note 3(a)    9,398,557 
Distribution fees—Note 3(a)    6,225,785 
Shareholder servicing costs—Note 3(c)    4,954,446 
License fee—Note 3(a)    1,694,446 
Prospectus and shareholders' reports    269,254 
Dividends on securities sold short    170,100 
Administration fee—Note 3(a)    169,410 
Custodian fees—Note 3(c)    104,849 
Professional fees    79,306 
Interest expense—Note 2    56,422 
Registration fees    40,748 
Loan commitment fees—Note 2    23,539 
Trustees' fees and expenses—Note 3(d)    22,962 
Miscellaneous    81,875 
Total Expenses    23,291,699 
Less—reduction in expenses     
due to undertakings—Note 3(a)    (721,634) 
Net Expenses    22,570,065 
Investment (Loss)—Net    (9,381,850) 
Realized and Unrealized Gain (Loss) on Investments—Note 4 ($): 
Net realized gain (loss) on investments     
Unaffiliated issuers    118,479,860 
Affiliated issuers    (10,004,640) 
Short sale transactions    (406,568) 
Net Realized Gain (Loss)    108,068,652 
Net unrealized appreciation (depreciation) on investments:     
Unaffiliated issuers    6,837,845 
Affiliated issuers    3,951,448 
Net Unrealized Appreciation (Depreciation)    10,789,293 
Net Realized and Unrealized Gain (Loss) on Investments    118,857,945 
Net Increase in Net Assets Resulting from Operations    109,476,095 

† Represents information for predecessor, Bear Stearns S&P STARS Portfolio through April 30, 2004.

See notes to financial statements.

The Fund 13

STATEMENT OF CHANGES IN NET ASSETS

    Year Ended March 31, 
    2005 a,b    2004 b 
Operations ($):         
Investment (loss)—net    (9,381,850)    (13,454,047) 
Net realized gain (loss) on investments    108,068,652    36,842,368 
Net unrealized appreciation         
(depreciation) on investments    10,789,293    506,580,771 
Net Increase (Decrease) in Net Assets         
Resulting from Operations    109,476,095    529,969,092 
Beneficial Interest Transactions ($):         
Net proceeds from shares sold:         
Class A shares    8,065,903    — 
Class B shares    8,141,402    21,589,177 
Class C shares    8,333,711    19,829,027 
Class R shares    24,617,646    39,881,031 
Class T shares    21,323,543    42,295,179 
Cost of shares redeemed:         
Class A shares    (426,962)    — 
Class B shares    (93,093,913)    (71,379,887) 
Class C shares    (82,326,937)    (80,634,055) 
Class R shares    (32,739,500)    (30,542,917) 
Class T shares    (181,357,568)    (164,470,578) 
Increase (Decrease) in Net Assets         
from Beneficial Interest Transactions    (319,462,675)    (223,433,023) 
Total Increase (Decrease) in Net Assets    (209,986,580)    306,536,069 
Net Assets ($):         
Beginning of Period    1,477,437,086    1,170,901,017 
End of Period    1,267,450,506    1,477,437,086 

14
    Year Ended March 31, 
    2005 a,b    2004 b 
Capital Share Transactions:         
Class A         
Shares sold    321,478    — 
Shares redeemed    (17,191)    — 
Net Increase (Decrease) in Shares Outstanding    304,287    — 
Class B         
Shares sold    353,820    1,105,451 
Shares redeemed    (4,045,410)    (3,578,297) 
Net Increase (Decrease) in Shares Outstanding    (3,691,590)    (2,472,846) 
Class C         
Shares sold    362,792    1,008,420 
Shares redeemed    (3,586,535)    (4,032,071) 
Net Increase (Decrease) in Shares Outstanding    (3,223,743)    (3,023,651) 
Class R         
Shares sold    948,660    1,794,154 
Shares redeemed    (1,334,052)    (1,446,600) 
Net Increase (Decrease) in Shares Outstanding    (385,392)    347,554 
Class T         
Shares sold    893,042    2,125,429 
Shares redeemed    (7,603,999)    (7,993,517) 
Net Increase (Decrease) in Shares Outstanding    (6,710,957)    (5,868,088) 

a    The fund commenced offering five classes of shares as of the close of business April 30, 2004.The existing shares 
    were redesignated and the fund added Class A shares. 
b    Represents information for predecessor, Bear Stearns S&P STARS Portfolio through April 30, 2004. 
See notes to financial statements. 

The Fund 15

FINANCIAL HIGHLIGHTS

Please note that the financial highlights information in the following tables for the fund's Class B, C, R and T shares represents the financial highlights of the fund's predecessor, Bear Stearns S&P STARS Portfolio ("S&P STARS Portfolio"), before the fund commenced operations as of the close of business on April 30, 2004, and represents the performance of the fund's Class B, C, R and T shares thereafter. Before the fund commenced operations, substantially all of the assets of the S&P STARS Portfolio were transferred to the fund in exchange for Class B, C, R and T shares of the fund in a tax-free reorganization.Total return shows how much your investment in the fund would have increased (or decreased) during each period, assuming you had reinvested all dividends and distributions. These figures have been derived from the fund's and fund's predecessor's financial statements.

    Year Ended 
Class A Shares    March 31, 2004a 
Per Share Data ($):     
Net asset value, beginning of period    22.28 
Investment Operations:     
Investment (loss)—net b    (.08) 
Net realized and unrealized gain (loss) on investments    3.40 
Total from Investment Operations    3.32 
Net asset value, end of period    25.60 
Total Return (%) c    14.90d 
Ratios/Supplemental Data (%):     
Ratio of total expenses to average net assets    1.28d 
Ratio of net expenses to average net assets    1.28d 
Ratio of net investment (loss) to average net assets    (.44)d 
Portfolio Turnover Rate    140.38 
Net Assets, end of period ($ X 1,000)    7,790 

a    From May1, 2004 (commencement of operations) to March 31, 2005. 
b    Based on average shares outstanding at each month end. 
c    Exclusive of sales charge. 
d    Not annualized. 
See notes to financial statements. 

16

        Year Ended March 31,     
Class B Shares †    2005    2004    2003    2002    2001 
Per Share Data ($):                     
Net asset value, beginning of period    22.58    15.32    24.46    27.26    35.83 
Investment Operations:                     
Investment (loss)—net    (.24)a    (.27)    (.29)    (.41)    (.37) 
Net realized and unrealized                     
gain (loss) on investments    2.20    7.53    (8.85)    (2.39)    (7.72) 
Total from Investment Operations    1.96    7.26    (9.14)    (2.80)    (8.09) 
Distributions:                     
Dividends from net realized                     
gain on investments    —    —    —    —    (.48) 
Net asset value, end of period    24.54    22.58    15.32    24.46    27.26 
Total Return (%) b    8.68    47.39    (37.37)    (10.27)    (22.73) 
Ratios/Supplemental Data (%):                     
Ratio of total expenses                     
to average net assets    2.10    2.20    2.16    2.08    2.10 
Ratio of net expenses                     
to average net assets    2.02    2.00    2.00    2.00    2.00 
Ratio of net investment                     
(loss) to average net assets    (1.03)    (1.26)    (1.44)    (1.65)    (1.58) 
Portfolio Turnover Rate    140.38    127.25    122.29    110.80    42.93 
Net Assets, end of period ($ x 1,000)    366,711    420,694    323,425    672,833    620,784 

†    Represents information for Class B shares of predecessor, Bear Stearns S&P STARS Portfolio, through 
    April 30, 2004. 
a    Based on average shares outstanding at each month end. 
b    Exclusive of sales charge. 
See notes to financial statements. 

The Fund 17

FINANCIAL HIGHLIGHTS (continued)

        Year Ended March 31,     
Class C Shares †    2005    2004    2003    2002    2001 
Per Share Data ($):                     
Net asset value, beginning of period    22.56    15.31    24.45    27.25    35.82 
Investment Operations:                     
Investment (loss)—net    (.24)a    (.28)    (.31)    (.42)    (.38) 
Net realized and unrealized                     
gain (loss) on investments    2.21    7.53    (8.83)    (2.38)    (7.71) 
Total from Investment Operations    1.97    7.25    (9.14)    (2.80)    (8.09) 
Distributions:                     
Dividends from net realized                     
gain on investments    —    —    —    —    (.48) 
Net asset value, end of period    24.53    22.56    15.31    24.45    27.25 
Total Return (%) b    8.73    47.35    (37.38)    (10.28)    (22.74) 
Ratios/Supplemental Data (%):                     
Ratio of total expenses                     
to average net assets    2.08    2.20    2.16    2.08    2.10 
Ratio of net expenses                     
to average net assets    2.02    2.00    2.00    2.00    2.00 
Ratio of net investment                     
(loss) to average net assets    (1.03)    (1.26)    (1.44)    (1.65)    (1.58) 
Portfolio Turnover Rate    140.38    127.25    122.29    110.80    42.93 
Net Assets, end of period ($ X 1,000)    252,671    305,176    253,391    568,726    540,150 

†    Represents information for Class C shares of predecessor, Bear Stearns S&P STARS Portfolio, through 
    April 30, 2004. 
a    Based on average shares outstanding at each month end. 
b    Exclusive of sales charge. 
See notes to financial statements. 

18

        Year Ended March 31,     
Class R Shares †    2005    2004    2003    2002    2001 
Per Share Data ($):                     
Net asset value, beginning of period    24.36    16.37    25.82    28.49    37.05 
Investment Operations:                     
Investment income (loss)—net    .02a    (.05)    (.09)    (.16)    (.14) 
Net realized and unrealized                     
gain (loss) on investments    2.39    8.04    (9.36)    (2.51)    (7.94) 
Total from Investment Operations    2.41    7.99    (9.45)    (2.67)    (8.08) 
Distributions:                     
Dividends from net realized                     
gain on investments    —    —    —    —    (.48) 
Net asset value, end of period    26.77    24.36    16.37    25.82    28.49 
Total Return (%)    9.89    48.81    (36.60)    (9.37)    (21.95) 
Ratios/Supplemental Data (%):                     
Ratio of total expenses                     
to average net assets    .94    1.20    1.16    1.08    1.10 
Ratio of net expenses                     
to average net assets    .92    1.00    1.00    1.00    1.00 
Ratio of net investment income                     
(loss) to average net assets    .07    (.26)    (.43)    (.65)    (.47) 
Portfolio Turnover Rate    140.38    127.25    122.29    110.80    42.93 
Net Assets, end of period ($ X 1,000)    177,668    171,024    109,212    203,633    176,235 

†    Represents information for Class Y shares of predecessor, Bear Stearns S&P STARS Portfolio, through 
    April 30, 2004. 
a    Based on average shares outstanding at each month end. 
See notes to financial statements. 

The Fund 19

FINANCIAL HIGHLIGHTS (continued)

        Year Ended March 31,     
Class T Shares †    2005    2004    2003    2002    2001 
Per Share Data ($):                     
Net asset value, beginning of period    23.40    15.81    25.11    27.85    36.42 
Investment Operations:                     
Investment (loss)—net    (.13)a    (.17)    (.21)    (.30)    (.27) 
Net realized and unrealized                     
gain (loss) on investments    2.30    7.76    (9.09)    (2.44)    (7.82) 
Total from Investment Operations    2.17    7.59    (9.30)    (2.74)    (8.09) 
Distributions:                     
Dividends from net realized                     
gain on investments    —    —    —    —    (.48) 
Net asset value, end of period    25.57    23.40    15.81    25.11    27.85 
Total Return (%) b    9.27    48.01    (37.06)    (9.80)    (22.36) 
Ratios/Supplemental Data (%):                     
Ratio of total expenses                     
to average net assets    1.56    1.70    1.66    1.58    1.60 
Ratio of net expenses                     
to average net assets    1.52    1.50    1.50    1.50    1.50 
Ratio of net investment                     
(loss) to average net assets    (.53)    (.76)    (.95)    (1.12)    (1.04) 
Portfolio Turnover Rate    140.38    127.25    122.29    110.80    42.93 
Net Assets, end of period ($ X 1,000)    462,612 580,543    484,873 1,151,482    1,173,464 

†    Represents information for Class A shares of predecessor, Bear Stearns S&P STARS Portfolio, through 
    April 30, 2004. 
a    Based on average shares outstanding at each month end. 
b    Exclusive of sales charge. 
See notes to financial statements. 

20

NOTES TO FINANCIAL STATEMENTS

NOTE 1—Significant Accounting Policies:

Dreyfus Premier S&P STARS Fund (the "fund") is a separate diversified series of Dreyfus Premier Manager Funds I (the "Company"), which is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end management investment company and operates as a series company that offers five series, including the fund.The fund's investment objective seeks to provide investment results that exceed the total return of publicly traded common stocks in the aggregate, as represented by the S&P 500 Index. The Dreyfus Corporation (the "Manager" or "Dreyfus") serves as the fund's investment adviser. Dreyfus is a wholly-owned subsidiary of Mellon Financial Corporation ("Mellon Financial"). Bear Stearns Asset Management Inc. ("BSAM"), serves as the fund's sub-investment adviser.

On April 30, 2004, pursuant to an Agreement and Plan of Reorganization previously approved by the Company's Board and shareholders of Bear Stearns S&P STARS Portfolio ("S&P STARS Portfolio"), a series of The Bear Stearns Funds, all of the assets, subject to the liabilities, of S&P STARS Portfolio, were transferred to the fund in exchange for shares of beneficial interest of the fund's Class B, Class C, Class R and Class T shares of equal value on the close of business on April 30, 2004. Holders of Class A shares of S&P STARS Portfolio received Class T shares of the fund, holders of Class B shares of S&P STARS Portfolio received Class B shares of the fund, holders of Class C shares of S&P STARS Portfolio received Class C shares of the fund and holders of Class Y shares of S&P STARS Portfolio received Class R shares of the fund, in each case in an amount equal to the aggregate net asset value of their investment in S&P STARS Portfolio at the time of the exchange. On the date of the exchange, the fund created Class A.The net asset value of the fund's shares on the close of business April 30, 2004, after the reorganization, was $21.49 per share for Class B shares, $21.47 per share for Class C shares, $23.21 per share for Class R shares and $22.28 per share for Class T shares, and a total of 18,388,988 Class B shares, 13,308,904 Class C shares, 6,535,970

The Fund 21

NOTES TO FINANCIAL STATEMENTS (continued)

Class R shares and 24,236,558 Class T shares, representing net assets of $395,161,883 Class B shares, $285,798,687 Class C shares, $151,676,607 Class R shares and $540,107,598 Class T shares (including $65,989,139 net unrealized appreciation on investments) were issued to S&P STARS Portfolio's shareholders in the exchange. The exchange was a tax-free event to shareholders. S&P STARS Portfolio was the accounting survivor in the reorganization and as such, the financial statements and financial highlights reflect the financial information of S&P STARS Portfolio through April 30, 2004.

Prior to April 30, 2004, BSAM served as investment advisor, Bear Stearns Funds Management Inc. ("BSFM") served as administrator and Bear, Stearns & Co. Inc. ("Bear Stearns") served as distributor to S&P STARS Portfolio. BSAM, BSFM and Bear Stearns are each wholly-owned subsidiaries of The Bear Stearns Companies, Inc.

Dreyfus Service Corporation (the "Distributor"), a wholly-owned subsidiary of Dreyfus, is the Distributor of the fund's shares. The fund is authorized to issue an unlimited number of $.001 par value shares of beneficial interest in each of the following classes of shares: Class A, Class B, Class C, Class R and Class T shares. Class A and Class T shares are subject to a sales charge imposed at the time of purchase. Class B shares are subject to a contingent deferred sales charge ("CDSC") imposed on Class B share redemptions made within six years of purchase and automatically convert to Class A shares after six years. Class C shares are subject to a CDSC imposed on Class C shares redeemed within one year of purchase and Class R shares are sold at net asset value per share only to institutional investors. Other differences between the classes include the services offered to and the expenses borne by each class and certain voting rights. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets.

The Company accounts separately for the assets, liabilities and operations of each series. Expenses directly attributable to each series are

22

charged to that series' operations; expenses which are applicable to all series are allocated among them on a pro rata basis.

The fund's financial statements are prepared in accordance with U.S. generally accepted accounting principles, which may require the use of management estimates and assumptions. Actual results could differ from those estimates.

The fund enters into contracts that contain a variety of indemnifications. The fund's maximum exposure under these arrangements is unknown.The fund does not anticipate recognizing any loss related to these arrangements.

(a) Portfolio valuation: Investments in securities (including options) are valued at the last sales price on the securities exchange or national securities market on which such securities are primarily traded. Securities listed on the National Market System for which market quotations are available are valued at the official closing price or, if there is no official closing price that day, at the last sale price. Securities not listed on an exchange or the national securities market, or securities for which there were no transactions, are valued at the average of the most recent bid and asked prices, except for open short positions, where the asked price is used for valuation purposes. Bid price is used when no asked price is available.When market quotations or official closing prices are not readily available, or are determined not to reflect accurately fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded (for example,a foreign exchange or market),but before the fund calculates its net asset value, the fund may value these investments at fair value as determined in accordance with the procedures approved by the Board of Trustees. Fair valuing of securities may be determined with the assistance of a pricing service using calculations based on indices of domestic securities and other appropriate indicators, such as prices of relevant ADR's and futures contracts. For other securi-

The Fund 23

NOTES TO FINANCIAL STATEMENTS (continued)

ties that are fair valued by the Board of Trustees, certain factors may be considered such as: fundamental analytical data, the nature and duration of restrictions on disposition, an evaluation of the forces that influence the market in which the securities are purchased and sold, and public trading in similar securities of the issuer or comparable issuers. Financial futures are valued at the last sales price.

(b) Securities transactions and investment income: Securities transactions are recorded on a trade date basis. Realized gain and loss from securities transactions are recorded on the identified cost basis. Dividend income is recognized on the ex-dividend date and interest income, including, where applicable, accretion of discount and amortization of premium on investments is recognized on the accrual basis.

The fund has an arrangement with the custodian bank whereby the fund receives earnings credits from the custodian when positive cash balances are maintained, which are used to offset custody fees. For financial reporting purposes, the fund includes net earnings credits, if any, as an expense offset in the Statement of Operations.

Pursuant to a securities lending agreement with Mellon Bank, N.A., an affiliate of Dreyfus, the fund may lend securities to qualified institutions. At origination, all loans are secured by collateral of at least 102% of the value of U.S. securities loaned and 105% of the value of foreign securities loaned. Collateral equivalent to at least 100% of the market value of securities on loan will be maintained at all times. Cash collateral is invested in certain money market mutual funds managed by Dreyfus.The fund will be entitled to receive all income on securities loaned, in addition to income earned as a result of the lending transaction. Although each security loaned is fully collateralized, the fund would bear the risk of delay in recovery of, or loss of rights in, the securities loaned should a borrower fail to return the securities in a timely manner.

(c) Affiliated issuers: Investments in other investment companies advised by Dreyfus are defined as "affiliated" in the Act.

24

Issuers in which the fund held 5% or more of the outstanding voting securities are defined as "affiliated" in the Act.The following summarizes affiliated issuers during the period ended March 31, 2005:

Shares
    Beginning            End of    Dividend    Market 
Name of issuer    of Period    Purchases    Sales    Period Income ($)    Value ($) 
Bankrate    130,000    980,000    —    1,110,000    —    14,862,900 
Denny's    —    4,540,000    —    4,540,000    —    21,565,000 
Sportsline.com    3,870,000    —    3,870,000    —    —    — 

(d) Dividends to shareholders: Dividends are recorded on the ex-dividend date. Dividends from investment income-net and dividends from net realized capital gain, if any, are normally declared and paid annually, but the fund may make distributions on a more frequent basis to comply with the distribution requirements of the Internal Revenue Code of 1986, as amended (the "Code").To the extent that net realized capital gain can be offset by capital loss carryovers, it is the policy of the fund not to distribute such gain. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles.

(e) Federal income taxes: It is the policy of the fund to continue to qualify as a regulated investment company, if such qualification is in the best interests of its shareholders, by complying with the applicable provisions of the Code, and to make distributions of taxable income sufficient to relieve it from substantially all federal income and excise taxes.

At March 31, 2005, the components of accumulated earnings on a tax basis were as follows: accumulated capital losses $896,888,974 and unrealized appreciation $178,139,893.

The accumulated capital loss carryover is available to be applied against future net securities profits, if any, realized subsequent to March 31, 2005. If not applied, $2,034,566 of the carryover expires in fiscal 2009, $224,199,591 expires in fiscal 2010, $545,785,145 expires in fiscal 2011 and $124,869,672 expires in fiscal 2012.

The Fund 25

NOTES TO FINANCIAL STATEMENTS (continued)

During the period ended March 31, 2005, as a result of permanent book to tax differences, primarily due to the tax treatment for net operating losses, the fund increased accumulated undistributed investment income-net by $9,381,850 and decreased paid-in capital by the same amount. Net assets were not affected by this reclassification.

NOTE 2—Bank Lines of Credit:

The fund may borrow up to $50 million for leveraging purposes under a short-term unsecured line of credit and participates with other Dreyfus-managed funds in a $100 million unsecured line of credit primarily to be utilized for temporary or emergency purposes, including the financing of redemptions. Interest is charged to the fund based on prevailing market rates in effect at the time of borrowings.

The average daily amount of borrowings outstanding under both arrangements during the period ended March 31, 2005 was approximately $2,208,400, with a related weighted average annualized interest rate of 2.55% .

NOTE 3—Investment Advisory Fee, Sub-Investment Advisory Fee and Other Transactions With Affiliates:

(a) Pursuant to an Investment Advisory Agreement ("Agreement") with Dreyfus, the investment advisory fee is computed at the annual rate of .70 of 1% of the value of the fund's average daily net assets and is payable monthly. Dreyfus has contractually agreed to waive receipt of its fees and/or assume the expenses of Class B, C, R and T shares for the two-year period ending May 1, 2006, to the extent that the expenses of each such class, exclusive of taxes, brokerage fees, interest on borrowings, Rule 12b-1 distribution plan fees, shareholder services plan fees and extraordinary expenses, exceed an annual rate of 1% of the value of such class' average daily net assets. During the period from April 1, 2004 through April 30, 2004, BSAM received a fee at an annual rate of .75 of 1% of the value of S&P STARS Portfolio's average daily net assets. BSAM had also agreed to limit total operating expenses to

26

certain maximum levels as a percent of average daily net assets. The investment advisory fees earned and expense reductions undertaken for the period ended March 31, 2005 were as follows:

    Investment    Expense 
    Advisory Fee ($)    Reductions ($) 
Dreyfus    8,493,857    462,844 
BSAM    904,700    258,790 
Total    9,398,557    721,634 

Pursuant to a Sub-Investment Advisory Agreement between Dreyfus and BSAM, Dreyfus pays BSAM a fee payable monthly at the annual rate of .25 of 1% of the value of the fund's average daily net assets.

BSFM served as administrator to S&P STARS Portfolio pursuant to an Administration Agreement. BSFM received from S&P STARS Portfolio a monthly fee equal to an annual rate of 0.15% of the average daily net assets up to $1 billion, 0.12% of the next $1 billion, 0.10% of the next $3 billion and 0.08% of the average daily net assets above $5 billion. The administration fee amounted to $169,410 for the period ended April 30, 2004.This agreement was terminated as of the close of business on April 30, 2004, due to the reorganization.

The fund has agreed to pay a license fee at the annual rate of .15 of 1% of the value of the fund's average daily net assets for the use of certain of Standard & Poor's proprietary tradenames and trademarks.

During the period ended March 31, 2005, the Distributor retained $6,542 and $23,984 from commissions earned on sales of the fund's Class A and Class T shares, respectively, and $1,544,047 and $15,173 from contingent deferred sales charges on redemptions of the fund's Class B and Class C shares, respectively. During the period ended March 31, 2005, Bear Stearns retained $34,707 from commissions and $1,565,153 from contingent deferred sales charges.

(b) Under the Distribution Plan (the "Plan") adopted pursuant to Rule 12b-1 under the Act, Class B, Class C and Class T shares pay the

The Fund 27

NOTES TO FINANCIAL STATEMENTS (continued)

Distributor for distributing their shares at an annual rate of .75 of 1% of the value of the average daily net assets of Class B and Class C shares and .25 of 1% of the value of the average daily net assets of Class T shares. Under the prior distribution plan with Bear Stearns, Class B, Class C and Class T shares were subject to a distribution fee of .75 of 1% of the value of the average daily net assets of Class B and Class C shares and .25 of 1% of the value of the average daily net assets of Class T shares. Distribution plan fees for the period ended March 31, 2005 were as follows:

    Class B ($)    Class C ($)    Class T ($) 
Dreyfus Service Corporation    2,643,323    1,857,553    1,163,108 
Bear Stearns    257,395    186,402    118,004 
Total    2,900,718    2,043,955    1,281,112 

(c) Under the Shareholder Services Plan, Class A, Class B, Class C and Class T shares pay the Distributor at an annual rate of .25 of 1% of the value of their average daily net assets for the provision of certain services. The services provided may include personal services relating to shareholder accounts, such as answering shareholder inquiries regarding the fund and providing reports and other information, and services related to the maintenance of shareholder accounts.The Distributor may make payments to Service Agents (a securities dealer, financial institution or other industry professional) in respect of these services.The Distributor determines the amounts to be paid to Service Agents. Under the prior shareholder services plan with Bear Stearns, Class B, Class C and Class T shares were subject to a shareholder services plan fee of up to .25 of 1% of the value of the average daily net assets of such class. Shareholder services plan fees for the period ended March 31, 2005 were as follows:

    Class A ($)    Class B ($)    Class C ($)    Class T ($) 
Dreyfus Service Corporation    2,581    881,108    619,184    1,163,108 
Bear Stearns    —    85,798    62,134    118,004 
Total    2,581    966,906    681,318    1,281,112 

The fund compensates Dreyfus Transfer, Inc., a wholly-owned subsidiary of Dreyfus, under a transfer agency agreement for providing personnel and facilities to perform transfer agency services for the fund. During the period ended March 31, 2005, the fund was charged $1,649,992 pursuant to the transfer agency agreement.

28

The fund compensates Mellon Bank, N.A., an affiliate of Dreyfus, under a custody agreement for providing custodial services for the fund. Prior to April 30, 2004, Custodial Trust Company ("CTC"), a wholly owned subsidiary of The Bear Stearns Companies, Inc., served as custodian to S&P STARS Portfolio. Custody fees charged for the period ended March 31, 2005 were as follows:

Mellon Bank, N.A.    $    92,249 
CTC        12,600 
Total    $104,849 

The components of Due to The Dreyfus Corporation and affiliates in the Statement of Assets and Liabilities consist of: investment advisory fees $696,569, Rule 12b-1 distribution plan fees $504,672, shareholder services plan fees $236,279, custodian fees $18,552 and transfer agency per account fees $245,176.

(d) Each Board member also serves as a Board member of other funds within the Dreyfus complex. Annual retainer fees and attendance fees are allocated to each fund based on net assets.

(e) During the period ended March 31, 2005, the fund incurred total brokerage commissions of $6,522,910, of which $964,064 was paid to Bear Stearns.

NOTE 4—Securities Transactions:

The following summarizes the aggregate amount of purchases and sales of investment securities and securities sold short, excluding short-term securities, during the period ended March 31, 2005:

    Purchases    Sales 
Long transactions    1,874,727,694    2,215,317,376 
Short sale transactions    100,964,239    72,860,898 
Total    1,975,691,933    2,288,178,274 

The fund is engaged in short-selling which obligates the fund to replace the security borrowed by purchasing the security at current market value. The fund would incur a loss if the price of the security increases between the date of the short sale and the date on which the fund replaces the

The Fund 29

NOTES TO FINANCIAL STATEMENTS (continued)

borrowed security.The fund would realize a gain if the price of the security declines between those dates. Until the fund replaces the borrowed security, the fund will maintain daily, a segregated account with a broker or custodian of permissible liquid assets sufficient to cover its short posi-tion.At March 31, 2005, there were no securities sold short outstanding.

At March 31, 2005, the cost of investments for federal income tax purposes was $1,107,805,632; accordingly, accumulated net unrealized appreciation on investments was $178,139,893, consisting of $210,611,045 gross unrealized appreciation and $32,471,152 gross unrealized depreciation.

NOTE 5—Legal Matters:

In early 2004, two purported class and derivative actions were filed against Mellon Financial, Mellon Bank, N.A., Dreyfus, Founders Asset Management LLC, and certain directors of the Dreyfus Funds and the Dreyfus Founders Funds (together, the "Funds") in the United States District Court for the Western District of Pennsylvania. In September 2004, plaintiffs served a Consolidated Amended Complaint (the "Amended Complaint") on behalf of a purported class of all persons who acquired interests in any of the Funds between January 30, 1999 and November 17, 2003, and derivatively on behalf of the Funds.The Amended Complaint in the newly styled In re Dreyfus Mutual Funds Fee Litigation also named the Distributor, Premier Mutual Fund Services, Inc. and two additional Fund directors as defendants and alleges violations of the Investment Company Act of 1940, the Investment Advisers Act of 1940, the Pennsylvania Unfair Trade Practices and Consumer Protection Law and common-law claims. Plaintiffs seek to recover allegedly improper and excessive Rule 12b-1 and advisory fees allegedly charged to the Funds for marketing and distribution services. More specifically, plaintiffs claim, among other things, that 12b-1 fees and directed brokerage were improperly used to

30

pay brokers to recommend the Funds over other funds, and that such payments were not disclosed to investors. In addition, plaintiffs assert that economies of scale and soft-dollar benefits were not passed on to the Funds. Plaintiffs further allege that 12b-1 fees were improperly charged to certain of the Funds that were closed to new investors.The Amended Complaint seeks compensatory and punitive damages, rescission of the advisory contracts, and an accounting and restitution of any unlawful fees, as well as an award of attorneys' fees and litigation expenses. As noted, some of the claims in this litigation are asserted derivatively on behalf of the Funds that have been named as nominal defendants.With respect to such derivative claims, no relief is sought against the Funds. Dreyfus believes the allegations to be totally without merit and intends to defend the action vigorously. Defendants filed motions to dismiss the Amended Complaint on November 12, 2004, and those motions are pending.

Additional lawsuits arising out of these circumstances and presenting similar allegations and requests for relief may be filed against the defendants in the future. Neither Dreyfus nor the Funds believe that any of the pending actions will have a material adverse effect on the Funds or Dreyfus' ability to perform its contract with the Funds.

The Fund 31

  REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
Shareholders and Board of Trustees
Dreyfus Premier S&P STARS Fund

We have audited the accompanying statement of assets and liabilities, including the statement of investments, of Dreyfus Premier S&P STARS Fund (one of the funds comprising Dreyfus Premier Manager Funds I) as of March 31, 2005 and the related statements of operations and changes in net assets and financial highlights for the year then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit. The statement of changes in net assets for the year ended March 31, 2004 and financial highlights for each of the four years in the period then ended were audited by other auditors, whose report dated April 28, 2004 expressed an unqualified opinion on such statement of changes in net assets and financial highlights.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement.We were not engaged to perform an audit of the Fund's internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances,but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting.Accordingly, we express no such opinion.An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included verification by examination of securities held by the custodian as of March 31, 2005 and confirmation of securities not held by the custodian by correspondence with oth-ers.We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above and audited by us present fairly, in all material respects, the financial position of Dreyfus Premier S&P STARS Fund at March 31, 2005, and the results of its operations, the changes in its net assets and the financial highlights for the year then ended, in conformity with U.S. generally accepted accounting principles.

New York, New York
May 16, 2005

32

INFORMATION ABOUT THE REVIEW AND APPROVAL OF THE
FUND'S INVESTMENT ADVISORY AGREEMENT (Unaudited)

At a meeting of the Board of Trustees held on March 14, 2005, the Board considered the re-approval for another one-year term of the fund's Investment Advisory Agreement, pursuant to which the Manager provides the fund with investment advisory and administrative services, and of the fund's Sub-Investment Advisory Agreement with Bear Stearns Asset Management, Inc. ("BSAM"), pursuant to which BSAM provides day-to-day management of the fund's portfolio. The Board members who are not "interested persons"(as defined in the Act (the "Independent Trustees")) of the fund were assisted in their review by independent legal counsel and met with counsel in executive session separate from representatives of the Manager.

Analysis of Nature, Quality and Extent of Services Provided to the Fund. The Board members received a presentation from representatives of the Manager regarding services provided to the fund and other funds in the Dreyfus complex, and discussed the nature, quality and extent of the services provided to the Fund pursuant to its Investment Advisory Agreement, and by BSAM pursuant to the Sub-Investment Advisory Agreement. The Manager's representatives reviewed the fund's distribution of accounts and the relationships the Manager has with various intermediaries and the different needs of each. The Manager's representatives noted the diversity of distribution of the fund as well as the distribution of other funds in the Dreyfus complex, and the Manager's corresponding need for broad, deep, and diverse resources to be able to provide ongoing shareholder services to each of the fund's distribution channels.The Board also reviewed the number of shareholder accounts in the fund, as well as the fund's asset size.

The Board members also considered the Manager's and BSAM's research and portfolio management capabilities and that the Manager also provides oversight of day-to-day fund operations, including fund accounting and administration and assistance in meeting legal and regulatory requirements.The Board members also considered the Manager's extensive administrative, accounting and compliance infrastructure, as well as the Manager's supervisory activities over BSAM.

The Fund 33

INFORMATION ABOUT THE REVIEW AND APPROVAL O F T H E

F U N D 'S I N V E S T M E N T A DV I S O RY A G R E E M E N T (Unaudited) ( c o n t i n u e d )

Comparative Analysis of the fund's Performance, Investment Advisory Fee and Expense Ratio. The Board members reviewed the fund's performance, investment advisory fee and expense ratios and placed significant emphasis on comparisons to a group of comparable funds and Lipper averages, and discussed the results of the comparisons. The Board members noted that the Manager assumed management of the fund on May 1, 2004, after all of the assets of a predecessor fund advised by BSAM were transferred to the fund in a tax-free reorgani-zation.The Board members noted that while the fund's performance as measured by total return for the three- and five-year periods ended January 31, 2005 was below the comparison group and Lipper category averages, the fund's total return for the one-year period ended January 31, 2005, exceeded that of the comparison group and the Lipper category average. The Board also noted that the fund significantly outperformed the S&P 500 Index during each of the previous two calendar years and six out of nine calendar years since inception. The Board members discussed the fund's management fee and expense ratio, and reviewed the range of investment advisory fees in the comparison group and the expense ratio averages of the comparison group and Lipper category.The Board members noted that the Manager has contractually agreed to waive receipt of its fees and/or assume the expenses of Class B, C, R and T for the two-year period ending May

1, 2006, so that the annual operating expenses of each such class (excluding Rule 12b-1 fees, shareholder services fees, taxes, interest, brokerage commissions, commitment fees on borrowings and extraordinary expenses) do not exceed 1.00% .

Representatives of the Manager reviewed with the Board members the fees paid to the Manager or its affiliates by mutual funds managed by the Manager or its affiliates with similar investment objectives, policies and strategies (the "Similar Funds"), and explained the nature of the Similar Funds and the differences, from the Manager's and BSAM's perspective, as applicable, in providing services to such Similar Funds as compared to the fund.The Manager's representatives also reviewed

34

the costs associated with distribution through intermediaries. The Board analyzed differences in fees paid for managing the Similar Funds and discussed the relationship of the advisory fees paid in light of the Manager's or BSAM's performance, as the case may be, and the services provided. The Board members considered the relevance of the fee information provided for the Similar Funds managed by the Manager or BSAM, as applicable, to evaluate the appropriateness and reasonableness of the fund's investment advisory and sub-advisory fees.The Board acknowledged that differences in fees paid by the Similar Funds seemed to be consistent with the services provided.

Analysis of Profitability and Economies of Scale. The Manager's representatives reviewed the dollar amount of expenses allocated and profit received by the Manager and the method used to determine such expenses and profit.The Board members evaluated the analysis in light of the relevant circumstances for the fund, the extent to which economies of scale would be realized as the fund grows and whether fee levels reflect these economies of scale for the benefit of fund investors.The Board members also considered potential benefits to the Manager and BSAM from acting as investment adviser and sub-investment adviser, respectively, and noted that there were no soft dollar arrangements with respect to trading the fund's portfolio.

It was noted that the Board members should consider the Manager's profitability with respect to the fund as part of their evaluation of whether the fees under the Investment Advisory Agreement bear a reasonable relationship to the mix of services provided by the Manager, including the nature, quality and extent of such services and that a discussion of economies of scale is predicated on increasing assets and that, if a fund's assets had been decreasing, the possibility that the Manager may have realized any economies of scale would be less. It also was noted that the Manager, and not the fund, pays BSAM pursuant to the Sub-Investment Advisory Agreement. The Board noted that the fund was not profitable to the Manager for the time period reported.

The Fund 35

INFORMATION ABOUT THE REVIEW AND APPROVAL O F T H E

F U N D 'S I N V E S T M E N T A DV I S O RY A G R E E M E N T (Unaudited) ( c o n t i n u e d )

At the conclusion of these discussions, each of the Independent Trustees expressed the opinion that he or she had been furnished with sufficient information to make an informed business decision with respect to continuation of the fund's Investment Advisory Agreement and Sub-Investment Advisory Agreement. Based on their discussions and considerations as described above, the Board made the following conclusions and determinations.

  • The Board concluded that the nature, quality and extent of theservices provided by the Manager and BSAM are adequate andappropriate.
  • The Board was satisfied with the fund's overall performance.
  • The Board concluded that the fee paid to the Manager was rea-sonable in light of comparative performance and expense andadvisory fee information, costs of the services provided and profitsto be realized and benefits derived or to be derived by theManager and BSAM from their relationship with the fund.
  • The Board recognized that economies of scale may be realized asthe fund's assets increase and determined that, to the extent thatmaterial economies of scale had not been shared with the fund,the Board would seek to do so.

The Board members considered these conclusions and determinations, along with information received on a routine and regular basis throughout the year, and, without any one factor being dispositive, the Board determined that re-approval of the fund's Investment Advisory Agreement, and the Sub-Investment Advisory Agreement with BSAM, was in the best interests of the fund and its shareholders.

36

BOARD MEMBERS INFORMATION (Unaudited)

Joseph S. DiMartino (61) 
Chairman of the Board (2003) 
Principal Occupation During Past 5 Years: 
• Corporate Director and Trustee 
Other Board Memberships and Affiliations: 
• The Muscular Dystrophy Association, Director 
• Levcor International, Inc., an apparel fabric processor, Director 
• Century Business Services, Inc., a provider of outsourcing functions for small and medium size 
companies, Director 
• The Newark Group, a provider of a national market of paper recovery facilities, paperboard 
mills and paperboard converting plants, Director 
• Azimuth Trust, an institutional asset management firm, Member of Board of Managers and 
Advisory Board 
No. of Portfolios for which Board Member Serves: 193 
——————— 
David P. Feldman (65) 
Board Member (2003) 
Principal Occupation During Past 5 Years: 
• Corporate Director & Trustee 
Other Board Memberships and Affiliations: 
• BBH Mutual Funds Group (11 funds), Director 
• The Jeffrey Company, a private investment company, Director 
• QMED, a medical device company, Director 
No. of Portfolios for which Board Member Serves: 58 
——————— 
Ehud Houminer (64) 
Board Member (2003) 
Principal Occupation During Past 5 Years: 
• Executive-in-Residence at the Columbia Business School, Columbia University 
• Principal of Lear,Yavitz and Associates, a management consulting firm (1996 to 2001) 
Other Board Memberships and Affiliations: 
• Avnet Inc., an electronics distributor, Director 
• International Advisory Board to the MBA Program School of 
Management, Ben Gurion University, Chairman 
• Explore Charter School, Brooklyn, NY, Chairman 
No. of Portfolios for which Board Member Serves: 36 

The Fund 37

BOARD MEMBERS INFORMATION (Unaudited) (continued)

Gloria Messinger (75) Board Member (2003)

Principal Occupation During Past 5 Years:

• Arbitrator for American Arbitration Association and National Association of Securities Dealers, Inc. • Consultant in Intellectual Property

Other Board Memberships and Affiliations:

• Yale Law School Fund, Director

• Theater for a New Audience, Inc., Director • Brooklyn Philharmonic, Director

• New York Women's Agenda Music Performance Trust Fund, Director

No. of Portfolios for which Board Member Serves: 25

———————

T. John Szarkowski (79) Board Member (2003)

Principal Occupation During Past 5 Years:

• Consultant in Photography

Other Board Memberships and Affiliations:

• Photography Department at The Museum of Modern Art, Director Emeritus

No. of Portfolios for which Board Member Serves: 25

———————

Anne Wexler (74) Board Member (2003)

Principal Occupation During Past 5 Years:

• Chairman of the Wexler & Walker Public Policy Associates, consultants specializing in government relations and public affairs

Other Board Memberships and Affiliations:

• Wilshire Mutual Funds (5 funds), Director

• Methanex Corporation, a methanol producing company, Director • Member of the Council of Foreign Relations • Member of the National Park Foundation

No. of Portfolios for which Board Member Serves: 36

———————

Once elected all Board Members serve for an indefinite term.The address of the Board Members and Officers is in c/o The Dreyfus Corporation, 200 Park Avenue, New York, New York 10166. Additional information about the Board Members is available in the fund's Statement of Additional Information which can be obtained from Dreyfus free of charge by calling this toll free number: 1-800-554-4611.

38

OFFICERS OF THE FUND (Unaudited)

STEPHEN E. CANTER, President since June 2003.

Chairman of the Board, Chief Executive Officer and Chief Operating Officer of Dreyfus, and an officer of 90 investment companies (comprised of 185 portfolios) managed by Dreyfus. Mr. Canter also is a Board member and, where applicable, an Executive Committee Member of the other investment management subsidiaries of Mellon Financial Corporation, each of which is an affiliate of Dreyfus. He is 59 years old and has been an employee of Dreyfus since May 1995.

STEPHEN R. BYERS, Executive Vice President since June 2003.

Chief Investment Officer,Vice Chairman and a director of Dreyfus, and an officer of 90 investment companies (comprised of 185 portfolios) managed by Dreyfus. Mr. Byers also is an officer, director or an Executive Committee Member of certain other investment management subsidiaries of Mellon Financial Corporation, each of which is an affiliate of Dreyfus. He is 51 years old and has been an employee of Dreyfus since January 2000.

MARK N. JACOBS, Vice President since June 2003.

Executive Vice President, Secretary and General Counsel of Dreyfus, and an officer of 91 investment companies (comprised of 201 portfolios) managed by Dreyfus. He is 58 years old and has been an employee of Dreyfus since June 1977.

JEFF PRUSNOFSKY, Secretary since June 2003.

Associate General Counsel of Dreyfus, and an officer of 24 investment companies (comprised of 88 portfolios) managed by Dreyfus. He is 39 years old and has been an employee of Dreyfus since October 1990.

MICHAEL A. ROSENBERG, Secretary since June 2003.

Associate General Counsel of Dreyfus, and an officer of 88 investment companies (comprised of 194 portfolios) managed by Dreyfus. He is 45 years old and has been an employee of Dreyfus since October 1991.

STEVEN F. NEWMAN, Assistant Secretary since June 2003.

Associate General Counsel and Assistant Secretary of Dreyfus, and an officer of 91 investment companies (comprised of 201 portfolios) managed by Dreyfus. He is 55 years old and has been an employee of Dreyfus since July 1980.

JAMES WINDELS, Treasurer since June 2003.

Director - Mutual Fund Accounting of Dreyfus, and an officer of 91 investment companies (comprised of 201 portfolios) managed by Dreyfus. He is 46 years old and has been an employee of Dreyfus since April 1985.

RICHARD CASSARO, Assistant Treasurer since June 2003.

Senior Accounting Manager – Equity Funds of Dreyfus, and an officer of 26 investment companies (comprised of 104 portfolios) managed by Dreyfus. He is 46 years old and has been an employee of Dreyfus since September 1982.

ROBERT ROBOL, Assistant Treasurer since August 2003.

Senior Accounting Manager – Money Market Funds of Dreyfus, and an officer of 38 investment companies (comprised of 83 portfolios) managed by Dreyfus. He is 40 years old and has been an employee of Dreyfus since October 1988.

The Fund 39

OFFICERS OF THE FUND (Unaudited) (continued)

ROBERT SVAGNA, Assistant Treasurer since June 2003.

Senior Accounting Manager – Equity Funds of Dreyfus, and an officer of 27 investment companies (comprised of 109 portfolios) managed by Dreyfus. He is 37 years old and has been an employee of Dreyfus since November 1990.

KENNETH J. SANDGREN, Assistant Treasurer since June 2003.

Mutual Funds Tax Director of Dreyfus, and an officer of 91 investment companies (comprised of 201 portfolios) managed by Dreyfus. He is 50 years old and has been an employee of Dreyfus since June 1993.

JOSEPH W. CONNOLLY, Chief Compliance Officer since June 2003.

Chief Compliance Officer of the Manager and The Dreyfus Family of Funds (91 investment companies, comprising 201 portfolios). From November 2001 through March 2004, Mr. Connolly was first Vice-President, Mutual Fund Servicing for Mellon Global Securities Services. In that capacity, Mr. Connolly was responsible for managing Mellon's Custody, Fund Accounting and Fund Administration services to third-party mutual fund clients. He is 47 years old and has served in various capacities with Dreyfus since 1980, including manager of the firm's Fund Accounting Department from 1997 through October 2001.

WILLIAM GERMENIS, Anti-Money Laundering Compliance Officer since June 2003.

Vice President and Anti-Money Laundering Compliance Officer of the Distributor, and the Anti-Money Laundering Compliance Officer of 88 investment companies (comprised of 198 portfolios) managed by Dreyfus. He is 34 years old and has been an employee of the Distributor since October 1998.

40

For More    Information 
 
 
 
Dreyfus Premier    Custodian 
 
S&P STARS Fund     
    Mellon Bank, N.A. 
200 Park Avenue     
    One Mellon Bank Center 
New York, NY 10166     
    Pittsburgh, PA 15258 
 
 
Investment Advisor    Transfer Agent & 
 
The Dreyfus Corporation    Dividend Disbursing Agent 
 
200 Park Avenue     
    Dreyfus Transfer, Inc. 
New York, NY 10166     
    200 Park Avenue 
 
Sub-Investment Advisor    New York, NY 10166 
 
Bear Stearns Asset    Distributor 
 
Management Inc.     
    Dreyfus Service Corporation 
383 Madison Avenue     
    200 Park Avenue 
New York, NY 10179     
    New York, NY 10166 

Telephone Call your financial representative or 1-800-554-4611

Mail    The Dreyfus Premier Family of Funds 
    144 Glenn Curtiss Boulevard, Uniondale, NY 11556-0144 

The fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission ("SEC") for the first and third quarters of each fiscal year on Form N-Q. The fund's Forms N-Q are available on the SEC's website at http://www.sec.gov and may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

A description of the policies and procedures that the fund uses to determine how to vote proxies relating to portfolio securities, and information regarding how the fund voted these proxies for the 12-month period ended June 30, 2004, is available through the fund's website at http://www.dreyfus.com and on the SEC's website at http://www.sec.gov. The description of the policies and procedures is also available without charge, upon request, by calling 1-800-645-6561.

®

© 2005 Dreyfus Service Corporation 6016AR0305

Dreyfus Premier 
S&P STARS 
Opportunities Fund 

ANNUAL REPORT March 31, 2005

Save time. Save paper. View your next shareholder report online as soon as it's available. Log into www.dreyfus.com and sign up for Dreyfus eCommunications. It's simple and only takes a few minutes.

The views expressed in this report reflect those of the portfolio manager only through the end of the period covered and do not necessarily represent the views of Dreyfus or any other person in the Dreyfus organization. Any such views are subject to change at any time based upon market or other conditions and Dreyfus disclaims any responsibility to update such views.These views may not be relied on as investment advice and, because investment decisions for a Dreyfus fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Dreyfus fund.

Not FDIC-Insured • Not Bank-Guaranteed • May Lose Value

    Contents 
 
    THE FUND 
2    Letter from the Chairman 
3    Discussion of Fund Performance 
6    Fund Performance 
8    Understanding Your Fund's Expenses 
8    Comparing Your Fund's Expenses 
    With Those of Other Funds 
9    Statement of Investments 
12    Statement of Securities Sold Short 
13    Statement of Assets and Liabilities 
14    Statement of Operations 
15    Statement of Changes in Net Assets 
17    Financial Highlights 
22    Notes to Financial Statements 
33    Report of Independent Registered 
    Public Accounting Firm 
34    Important Tax Information 
35    Information About the Review and Approval 
    of the Fund's Management Agreement 
39    Board Members Information 
41    Officers of the Fund 
    FOR MORE INFORMATION 
    Back Cover 

Dreyfus Premier 
S&P STARS Opportunities Fund 

The Fund

LETTER FROM THE CHAIRMAN

Dear Shareholder:

This annual report for Dreyfus Premier S&P STARS Opportunities Fund covers the 12-month period from April 1, 2004, through March 31, 2005. Inside, you'll find valuable information about how the fund was managed during the reporting period, including a discussion with the fund's portfolio manager, Fred Kuehndorf.

Stocks produced lackluster returns for much of the reporting period before rallying strongly in the wake of the U.S. presidential election during the fourth quarter of 2004. Subsequently, over the first three months of 2005, stocks lost some ground as rising energy prices, higher interest rates and greater inflation concerns dampened investor sentiment. Nonetheless, certain sectors of the stock market — most notably natural resources and foreign shares — produced relatively robust gains. In addition, a recent flurry of mergers-and-acquisitions activity boosted the prices of a number of individual stocks across a variety of industry groups.

In our view, the stock market's performance over the reporting period highlights the potential benefits of a long-term investment perspective and a diversified portfolio.At times such as these, when market conditions are mixed, we believe it is important to stay in touch with your financial advisor, who can help you respond to the challenges and opportunities of a changing investment environment.

Thank you for your continued confidence and support.

Stephen E. Canter
Chairman and Chief Executive Officer
The Dreyfus Corporation
April 15, 2005

2

DISCUSSION OF FUND PERFORMANCE

Fred Kuehndorf, Portfolio Manager

How did Dreyfus Premier S&P STARS Opportunities Fund perform relative to its benchmark?

For the 12-month period ended March 31, 2005, the fund produced total returns of 13.50% for Class B shares, 13.42% for Class C shares, 14.54% for Class R shares and 14.14% for Class T shares.1,2 In comparison, the fund's benchmark, the S&P MidCap 400 Index (the "Index"), provided a 10.43% total return for the same period.3,4

From its inception on May 1, 2004, through March 31, 2005, the fund's Class A shares produced a total return of 19.51% .1,2 The Index produced a total return of 14.17% for this period.3,4

Despite lackluster market conditions over much of the reporting period, a sharp rally in the final months of 2004 drove stock prices during this one-year period. The fund produced higher returns than the Index, primarily due to the success of our sector allocation and security selection strategies in the consumer discretionary, utilities and telecommunications services areas, among others.

What is the fund's investment approach?

The fund seeks long-term capital appreciation.To pursue this goal, the fund normally invests at least 80% of its net assets in securities that have been ranked at the time of purchase by Standard & Poor's (S&P) analysts according to the Standard & Poor's STock Appreciation Ranking System (or STARS). S&P's research staff analyzes and ranks the stocks of approximately 1,300 issuers and evaluates their short- to intermediate-term (up to 12 months) appreciation potential. The fund's portfolio manager will principally use STARS to identify common stocks in the highest category (five-STARS) for purchase and in the lowest category (one-STARS) for short-selling.This investment approach is designed to provide opportunities to achieve performance that exceeds the S&P MidCap 400 Index's total return.The portfolio manager generally will select for the fund securities of companies that, at the time of purchase, have market capitalizations of under $7 billion or are components of either the S&P MidCap 400 Index or the S&P SmallCap 600 Index.

When selecting investments for the fund, the portfolio manager analyzes the stocks ranked by S&P analysts according to the STARS and selects those he believes have the best potential for capital

The Fund 3

DISCUSSION OF FUND PERFORMANCE (continued)

appreciation.The portfolio manager focuses on companies that show the potential to achieve growth at a reasonable price.

The portfolio manager considers various factors including market seg-ment,industry,earnings history,price-to-earnings ratio and management.

What other factors influenced the fund's performance?

Heightened political and economic uncertainty produced generally lackluster stock market performance during the first half of the reporting period. In the fourth quarter of 2004, however, the end of the presidential election and signs of stronger economic growth buoyed investor sentiment, and stocks moved sharply higher. Gains were particularly pronounced among midcap stocks, which outperformed their small- and large-cap counterparts.While rising interest rates and intensifying inflationary pressures weighed on the stock market during the first quarter of 2005, it was not enough to offset earlier gains.

In this environment, we focused primarily on midcap stocks with five-star S&P ratings. This emphasis on a relatively small portion of the broader stock market led us to a number of companies that benefited from the recovering economy. For example, in the consumer discretionary sector, luxury retailer Neiman Marcus Group enjoyed strong sales, and the stock rose sharply after the company announced that it was open to acquisition offers. In the utilities sector, the fund received strong contributions to performance from merchant energy provider AES Corp., which benefited from higher energy prices. Among telecommunications services stocks, wireless carrier Nextel Partners rose after posting better-than-expected financial results.

In other areas, the fund participated in gains among stocks such as steel manufacturer Nucor, which saw sales and profits rise amid rising global demand from developing industrial economies. Robust industrial demand also boosted energy prices, benefiting natural gas producer The Williams Cos. Document management software developer Adobe Systems surprised investors with stronger-than-expected financial results.

On the other hand, some of the fund's technology holdings detracted from its otherwise strong returns. Semiconductor equipment manufacturer MKS Instruments suffered from soft customer demand for its products, electronics manufacturer Vishay encountered intensifying competitive and pricing pressures, and enterprise software producer Sybase was constrained by persistently weak corporate capital spending. In addition, the fund's holdings in the health care and industrials sectors generally failed to keep pace with returns from other areas.

4

What is the fund's current strategy?

While the fund had fewer total holdings on March 31, 2005, than one year earlier, we have continued to find what we believe to be attractive opportunities in a variety of industry groups. For example, during the reporting period we added technology company Amdocs, which provides billing and customer care systems to the telecommunications industry;W.W. Grainger, a diversified distributor of industrial products; McAfee, the security software developer; and Community Health Systems, which operates hospitals.We remain optimistic regarding the prospects of these and other highly rated midcap companies, which we believe have already met start-up challenges but have plenty of potential for further growth.

April 15, 2005

1    Total return includes reinvestment of dividends and any capital gains paid, and does not take into 
    consideration the maximum initial sales charges in the case of Class A and Class T shares, or the 
    applicable contingent deferred sales charges imposed on redemptions in the case of Class B and 
    Class C shares. Had these charges been reflected, returns would have been lower. Past performance 
    is no guarantee of future results. Share price, yield and investment return fluctuate such that upon 
    redemption, fund shares may be worth more or less than their original cost. Return figures provided 
    reflect the absorption of fund expenses by The Dreyfus Corporation, which has contractually agreed 
    to waive receipt of its fees and/or assume the expenses of Class B, C, R and T shares for the two- 
    year period ending May 1, 2006, at which time it may be extended, terminated or modified. Had 
    these expenses not been absorbed, the fund's returns would have been lower. 
    Part of the fund's recent performance is attributable to positive returns from its initial public 
    offering (IPO) investments. There can be no guarantee that IPOs will have or continue to 
    have a positive effect on the fund's performance. Currently, the fund is relatively small in 
    asset size. IPOs tend to have a reduced effect on performance as a fund's asset base grows. 
2    The fund commenced operations after all of the assets of a predecessor mutual fund were transferred to 
    the fund in exchange for a corresponding class of shares of the fund in a tax-free reorganization on May 
    1, 2004.The fund offers Class A, B, C, R and T shares, which are subject to different sales charges 
    and distribution and servicing fees. Performance for each share class includes returns for the predecessor 
    fund, and reflects current distribution and servicing fees in effect only since the reorganization date.The 
    predecessor fund's Class A shares were reorganized into Class T shares of the fund, and were subject to 
    a distribution fee (reflected in the predecessor fund's return only) that the fund's Class A shares are not. 
3    SOURCE: LIPPER INC. — Reflects reinvestment of dividends and, where applicable, capital 
    gain distributions.The Standard & Poor's MidCap 400 Index is a widely accepted, unmanaged 
    total return index measuring the performance of the midsize company segment of the U.S. stock 
    market. 
4    "Standard & Poor's®,""S&P STARS,""S&P MidCap 400" and "STARS®" are trademarks 
    of Standard and Poor's and have been licensed for use on behalf of the fund.The fund is not 
    sponsored, managed, advised, sold or promoted by S&P and its affiliates. 

The Fund 5

FUND PERFORMANCE

Comparison of change in value of $10,000 investment in Dreyfus Premier S&P STARS Opportunities Fund Class A shares, Class B shares, Class C shares and Class T shares and the Standard & Poor's MidCap 400 Index

† Source: Lipper Inc.

Past performance is not predictive of future performance.

Part of the fund's recent performance is attributable to positive returns from its initial public offering (IPO) investments. There can be no guarantee that IPOs will have or continue to have a positive effect on the fund's performance. Currently, the fund is relatively small in asset size. IPOs tend to have a reduced effect on performance as a fund's asset base grows. The above graph compares a $10,000 investment made in each of the Class A, Class B, Class C and Class T shares of Dreyfus Premier S&P STARS Opportunities Fund on 10/01/01 (inception date) to a $10,000 investment made in the Standard & Poor's MidCap 400 Index (the "Index") on that date. All dividends and capital gain distributions are reinvested.

Effective May 1, 2004, Dreyfus Premier S&P STARS Opportunities Fund (the "fund") commenced operations after all of the assets of a predecessor mutual fund that was advised by the fund's current sub-investment adviser were transferred to the fund in exchange for a corresponding class of shares of the fund in a tax-free reorganization. On that date, the fund began to offer Class A, B, C, R and T shares, which are subject to different sales charges and distribution and servicing fees. Performance for each share class in the line graph above includes returns for the predecessor fund and the current applicable sales loads and reflects current distribution and servicing fees in effect only since the reorganization date.The predecessor fund's Class A shares were reorganized into Class T shares of the fund, and were subject to a distribution fee (reflected in the predecessor fund's return only) that the fund's Class A shares are not.The fund's other share classes have achieved different returns.

The fund's performance shown in the line graph above takes into account the maximum initial sales charges on Class A and Class T shares and all other applicable fees and expenses on all classes.The Index is a widely accepted, unmanaged total return index measuring the performance of the midsize company segment of the U.S. stock market and does not take into account charges, fees and other expenses. Further information relating to fund performance, including expense reimbursements, if applicable, is contained in the Financial Highlights section of the prospectus and elsewhere in this report.

6

Average Annual Total Returns as of 3/31/05         
 
    Inception        From 
    Date    1 Year    Inception 
Class A shares             
with maximum sales charge (5.75%)    10/1/01    7.22%    9.78% 
without sales charge    10/1/01    13.74%    11.65% 
Class B shares             
with applicable redemption charge †    10/1/01    9.50%    10.41% 
without redemption    10/1/01    13.50%    11.08% 
Class C shares             
with applicable redemption charge ††    10/1/01    12.42%    11.08% 
without redemption    10/1/01    13.42%    11.08% 
Class R shares    10/1/01    14.54%    12.14% 
Class T shares             
with applicable sales charge (4.5%)    10/1/01    9.00%    10.29% 
without sales charge    10/1/01    14.14%    11.76% 

Past performance is not predictive of future performance.The fund's performance shown in the graph and table does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.The performance figures for Class A, Class B, Class C, Class R and Class T shares shown in the table include the performance of the predecessor fund from October 1, 2001, to April 30, 2004, and are adjusted to reflect the applicable sales loads and expenses.The inception date and record for Class T shares (subject to Class A's sales load) is used to calculate performance for Class A shares, which commenced operations on May 1, 2004.

†    The maximum contingent deferred sales charge for Class B shares is 4%. After six years Class B shares convert to 
    Class A shares. 
††    The maximum contingent deferred sales charge for Class C shares is 1% for shares redeemed within one year of the 
    date of purchase. 

The Fund 7

UNDERSTANDING YOUR FUND'S EXPENSES (Unaudited)

As a mutual fund investor, you pay ongoing expenses, such as management fees and other expenses. Using the information below, you can estimate how these expenses affect your investment and compare them with the expenses of other funds.You also may pay one-time transaction expenses, including sales charges (loads) and redemption fees, which are not shown in this section and would have resulted in higher total expenses. For more information, see your fund's prospectus or talk to your financial adviser.

Review your fund's expenses

The table below shows the expenses you would have paid on a $1,000 investment in Dreyfus Premier S&P STARS Opportunities Fund from October 1, 2004 to March 31, 2005. It also shows how much a $1,000 investment would be worth at the close of the period, assuming actual returns and expenses.

Expenses and Value of a $1,000 Investment             
assuming actual returns for the six months ended March 31, 2005         
    Class A    Class B    Class C    Class R    Class T 
Expenses paid per $1,000 †    $ 7.13    $ 10.18    $ 10.18    $ 5.21    $ 7.25 
Ending value (after expenses)    $1,151.20    $1,149.70    $1,149.70    $1,154.60    $1,153.60 

COMPARING YOUR FUND'S EXPENSES
WITH THOSE OF OTHER FUNDS (Unaudited)

Using the SEC's method to compare expenses

The Securities and Exchange Commission (SEC) has established guidelines to help investors assess fund expenses. Per these guidelines, the table below shows your fund's expenses based on a $1,000 investment, assuming a hypothetical 5% annualized return. You can use this information to compare the ongoing expenses (but not transaction expenses or total cost) of investing in the fund with those of other funds.All mutual fund shareholder reports will provide this information to help you make this comparison. Please note that you cannot use this information to estimate your actual ending account balance and expenses paid during the period.

Expenses and Value of a $1,000 Investment             
assuming a hypothetical 5% annualized return for the six months ended March 31, 2005 
    Class A    Class B    Class C    Class R    Class T 
Expenses paid per $1,000 †    $ 6.69    $ 9.55    $ 9.55    $ 4.89    $ 6.79 
Ending value (after expenses)    $1,018.30    $1,015.46    $1,015.46    $1,020.09    $1,018.20 

† Expenses are equal to the fund's annualized expense ratio of 1.33% for Class A, 1.90% for Class B, 1.90% for Class C, .97% for Class R and 1.35% for Class T, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).

8
STATEMENT OF INVESTMENTS
March 31, 2005
Common Stocks—98.8%    Shares    Value ($) 
Consumer Discretionary—20.3%     
Aeropostale    30,000 a    982,500 
Best Buy    10,000    540,100 
Black & Decker    14,000    1,105,860 
Chico's FAS    46,000 a    1,299,960 
Coach    22,500 a    1,274,175 
Guitar Center    25,000 a    1,370,750 
La Quinta    110,000 a    935,000 
Neiman Marcus Group, Cl. A    16,500    1,509,915 
Quiksilver    20,000 a    580,600 
        9,598,860 
Consumer Staples—5.3%         
Constellation Brands, Cl. A    25,000 a    1,321,750 
UST    23,000    1,189,100 
        2,510,850 
Energy—10.6%         
BJ Services    19,000    985,720 
Burlington Resources    30,000    1,502,100 
ENSCO International    37,000    1,393,420 
Williams Cos.    60,000    1,128,600 
        5,009,840 
Finance—8.6%         
Affiliated Managers Group    18,000 a    1,116,540 
E*TRADE Financial    88,000 a    1,056,000 
Eaton Vance    40,000    937,600 
Lehman Brothers Holdings    10,000    941,600 
        4,051,740 
Health Care—15.2%         
Beverly Enterprises    45,000 a    557,100 
Celgene    32,000 a    1,089,600 
Community Health Systems    30,000 a    1,047,300 
Coventry Health Care    16,000 a    1,090,240 
Cytyc    30,000 a    690,300 
DENTSPLY International    13,000    707,330 
Gilead Sciences    26,000 a    930,800 
IVAX    25,000 a    494,250 
Kinetic Concepts    10,000 a    596,500 
        7,203,420 

The Fund 9

STATEMENT OF INVESTMENTS (continued)

Common Stocks (continued)    Shares    Value ($) 
Industrials—10.3%         
American Standard Cos.    20,000    929,600 
C.H. Robinson Worldwide    23,500    1,210,955 
Manitowoc    30,000    1,211,700 
Watts Water Technologies    20,000    652,200 
W.W. Grainger    14,000    871,780 
        4,876,235 
Information Technology—12.2%         
Adobe Systems    20,000    1,343,400 
Affiliated Computer Services, Cl. A    19,000 a    1,011,560 
Amdocs    39,000 a    1,107,600 
Cognos    20,000 a    838,800 
Lam Research    35,000 a    1,010,100 
McAfee    20,000 a    451,200 
        5,762,660 
Materials—8.4%         
Aluminum Corporation of China, ADR    10,000    585,200 
Carpenter Technology    15,000    891,150 
FMC    20,000 a    1,069,000 
Nucor    25,000    1,439,000 
        3,984,350 
Telecommunication Services—4.8%         
CenturyTel    20,000    656,800 
Nextel Partners, Cl. A    74,000 a,b    1,625,040 
        2,281,840 
Utilities—3.1%         
AES    90,000 a    1,474,200 
Total Common Stocks         
(cost $34,254,215)        46,753,995 
 
Other Investment—1.0%         
Registered Investment Company;         
Dreyfus Institutional Preferred         
Plus Money Market Fund         
(cost $452,000)    452,000 c    452,000 

10
    Principal     
Short-Term Investments—.3%    Amount ($)    Value ($) 
U.S. Treasury Bill;         
2.92%, 9/1/2005         
(cost $148,138)    150,000    148,122 

Investment of Cash Collateral         
for Securities Loaned—3.4%    Shares    Value ($) 
Registered Investment Company;         
Dreyfus Institutional Cash Advantage Plus Fund         
(cost $1,635,484)    1,635,484 c    1,635,484 
Total Investments (cost $36,489,837)    103.5%    48,989,601 
Liabilities, Less Cash and Receivables    (3.5%)    (1,670,585) 
Net Assets    100.0%    47,319,016 

ADR—American Depository Receipts. 
a Non-income producing. 
b A portion of this security is on loan. At March 31, 2005, the total market value of the fund's securities on loan is 
$1,561,532 and the total market value of the collateral held by the fund is $1,635,484. 
c Investments in affiliated money market mutual funds. 

Portfolio Summary †             
 
    Value (%)        Value (%) 
Consumer Discretionary    20.3    Materials    8.4 
Health Care    15.2    Short-Term/Money     
Information Technology    12.2    Market Investments    4.7 
Energy    10.6    Other    13.2 
Industrials    10.3    Securities Sold Short    (.5) 
Finance    8.6        103.0 

† Based on net assets.
See notes to financial statements.

The Fund 11

STATEMENT OF SECURITIES SOLD SHORT
March 31, 2005
Common Stocks    Shares    Value ($) 
Intersil, Cl. A         
(proceeds $214,735)    15,000    259,800 

See notes to financial statements.

12
  STATEMENT OF ASSETS AND LIABILITIES
March 31, 2005
    Cost    Value 
Assets ($):         
Investments in securities—See Statement         
of Investments (including securities on loan,     
valued at $1,561,532)—Note 1(b):         
Unaffiliated issuers    34,402,353    46,902,117 
Affiliated issuers    2,087,484    2,087,484 
Receivable for investment securities sold        222,208 
Receivable from brokers for proceeds on securities sold short    214,735 
Dividends and interest receivable        21,085 
Receivable for shares of Beneficial Interest subscribed    15,037 
Prepaid and other expenses        28,904 
        49,491,570 
Liabilities ($):         
Due to The Dreyfus Corporation and affiliates—Note 3(c)    91,911 
Cash overdraft due to Custodian        13,522 
Liability for securities on loan—Note 1(b)        1,635,484 
Securities sold short, at value (proceeds $214,735)—     
See Statement of Securities Sold Short        259,800 
Payable for shares of Beneficial Interest redeemed    80,267 
Payable for license fee        17,786 
Accrued expenses        73,784 
        2,172,554 
Net Assets ($)        47,319,016 
Composition of Net Assets ($):         
Paid-in capital        35,871,788 
Accumulated net realized gain (loss) on investments    (1,007,471) 
Accumulated net unrealized appreciation         
(depreciation) on investments        12,454,699 
Net Assets ($)        47,319,016 

Net Asset Value Per Share                 
    Class A    Class B    Class C    Class R    Class T 
Net Assets ($)    440,607    17,328,862    11,398,134    400,775    17,750,638 
Shares Outstanding    25,595    1,025,611    674,583    22,931    1,028,463 
Net Asset Value                     
Per Share ($)    17.21    16.90    16.90    17.48    17.26 

See notes to financial statements.

The Fund 13

  STATEMENT OF OPERATIONS†
Year Ended March 31, 2005
Investment Income ($):     
Income:     
Cash dividends:     
Unaffiliated issuers    211,475 
Affiliated issuers    13,630 
Interest    4,969 
Income from securities lending    890 
Total Income    230,964 
Expenses:     
Management fees—Note 3(a)    335,200 
Distribution fees—Note 3(b)    257,970 
Shareholder servicing costs—Note 3(c)    220,521 
Registration fees    79,469 
License fee—Note 3(a)    64,903 
Professional fees    56,406 
Prospectus and shareholders' reports    18,999 
Administration fees—Note 3(a)    8,612 
Trustees' fees and expenses—Note 3(d)    4,356 
Custodian fees—Note 3(c)    3,290 
Dividends on securities sold short    800 
Interest expense—Note 2    49 
Miscellaneous    3,233 
Total Expenses    1,053,808 
Less—reduction in expenses     
due to undertakings—Note 3(a)    (230,386) 
Net Expenses    823,422 
Investment (Loss)—Net    (592,458) 
Realized and Unrealized Gain (Loss) on Investments—Note 4 ($): 
Net realized gain (loss) on investments:     
Long transactions    (763,604) 
Short sale transactions    (108,698) 
Net Realized Gain (Loss)    (872,302) 
Net unrealized appreciation (depreciation) on investments    7,285,370 
Net Realized and Unrealized Gain (Loss) on Investments    6,413,068 
Net Increase in Net Assets Resulting from Operations    5,820,610 

† Represents information for predecessor, Bear Stearns S&P STARS Opportunities Portfolio through April 30, 2004.
See notes to financial statements.

14

STATEMENT OF CHANGES IN NET ASSETS

    Year Ended March 31, 
    2005a,b    2004b 
Operations ($):         
Investment (loss)—net    (592,458)    (627,309) 
Net realized gain (loss) on investments    (872,302)    15,364,862 
Net unrealized appreciation         
(depreciation) on investments    7,285,370    5,395,602 
Net Increase (Decrease) in Net Assets         
Resulting from Operations    5,820,610    20,133,155 
Dividends to Shareholders from ($):         
Net realized gain on investments:         
Class B shares    (169,277)    — 
Class C shares    (115,699)    — 
Class R shares    (6,576)    — 
Class T shares    (203,638)    — 
Total Dividends    (495,190)    — 
Beneficial Interest Transactions ($):         
Net proceeds from shares sold:         
Class A shares    415,854    — 
Class B shares    698,298    1,625,322 
Class C shares    481,739    1,050,086 
Class R shares    71,466    100,360 
Class T shares    737,365    3,025,451 
Dividends reinvested:         
Class B shares    152,236    — 
Class C shares    110,033    — 
Class R shares    5,782    — 
Class T shares    193,719    — 
Cost of shares redeemed:         
Class A shares    (6,108)    — 
Class B shares    (3,773,829)    (4,429,223) 
Class C shares    (3,921,066)    (4,057,957) 
Class R shares    (419,495)    (453,023) 
Class T shares    (7,982,478)    (9,464,825) 
Increase (Decrease) in Net Assets         
from Beneficial Interest Transactions    (13,236,484)    (12,603,809) 
Total Increase (Decrease) in Net Assets    (7,911,064)    7,529,346 
Net Assets ($):         
Beginning of Period    55,230,080    47,700,734 
End of Period    47,319,016    55,230,080 

The Fund 15

STATEMENT OF CHANGES IN NET ASSETS (continued)

    Year Ended March 31, 
    2005a,b    2004b 
Capital Share Transactions:         
Class A         
Shares sold    25,957    — 
Shares redeemed    (362)    — 
Net Increase (Decrease) in Shares Outstanding    25,595    — 
Class B         
Shares sold    45,439    122,581 
Shares issued for dividends reinvested    10,624    — 
Shares redeemed    (249,120)    (325,609) 
Net Increase (Decrease) in Shares Outstanding    (193,057)    (203,028) 
Class C         
Shares sold    31,302    81,575 
Shares issued for dividends reinvested    7,678    — 
Shares redeemed    (260,121)    (304,575) 
Net Increase (Decrease) in Shares Outstanding    (221,141)    (223,000) 
Class R         
Shares sold    4,427    8,025 
Shares issued for dividends reinvested    393    — 
Shares redeemed    (27,694)    (34,024) 
Net Increase (Decrease) in Shares Outstanding    (22,874)    (25,999) 
Class T         
Shares sold    47,392    228,881 
Shares issued for dividends reinvested    13,295    — 
Shares redeemed    (518,686)    (699,175) 
Net Increase (Decrease) in Shares Outstanding    (457,999)    (470,294) 

a    The fund commenced offering five classes of shares as of the close of business April 30, 2004.The existing shares 
    were redesignated and the fund added Class A shares. 
b    Represents information for predecessor, Bear Stearns S&P STARS Opportunities Portfolio through April 30, 2004. 
See notes to financial statements. 

16

FINANCIAL HIGHLIGHTS

Please note that the financial highlights information in the following tables for the fund's Class B, C, R and T shares represents the financial highlights of the fund's predecessor, Bear Stearns S&P STARS Opportunities Portfolio ("S&P STARS Opportunities Portfolio"), before the fund commenced operations as of the close of business on April 30, 2004, and represents the performance of the fund's Class B, C, R and T shares thereafter. Before the fund commenced operations, all of the assets of the S&P STARS Opportunities Portfolio were transferred to the fund in exchange for Class B, C, R and T shares of the fund in a tax-free reorganization.Total return shows how much your investment in the fund would have increased (or decreased) during each period, assuming you had reinvested all dividends and distributions.These figures have been derived form the fund's and fund's predecessor's financial statements.

    Year Ended 
Class A Shares    March 31, 2005a 
Per Share Data ($):     
Net asset value, beginning of period    14.40 
Investment Operations:     
Investment (loss)—net b    (.11) 
Net realized and unrealized     
gain (loss) on investments    2.92 
Total from Investment Operations    2.81 
Net asset value, end of period    17.21 
Total Return (%) c,d    19.51 
Ratios/Supplemental Data (%):     
Ratio of total expenses to average net assets    1.29d 
Ratio of net expenses to average net assets    1.29d 
Ratio of net investment (loss)     
to average net assets    (.71)d 
Portfolio Turnover Rate    66.27 
Net Assets, end of period ($ X 1,000)    441 

a    From May 1, 2004 (commencement of operations) to March 31, 2005. 
b    Based on average shares outstanding at each month end. 
c    Exclusive of sales charge. 
d    Not annualized. 
See notes to financial statements. 

The Fund 17

FINANCIAL HIGHLIGHTS (continued)

        Year Ended March 31,     
Class B Shares†    2005    2004    2003    2002a 
Per Share Data ($):                 
Net asset value, beginning of period    15.04    10.40    14.23    12.00 
Investment Operations:                 
Investment (loss)—net    (.22)b    (.20)    (.18)    (.06) 
Net realized and unrealized                 
gain (loss) on investments    2.22    4.84    (3.48)    2.29 
Total from Investment Operations    2.00    4.64    (3.66)    2.23 
Distributions:                 
Dividends from net realized                 
gain on investments    (.14)    —    (.17)    — 
Net asset value, end of period    16.90    15.04    10.40    14.23 
Total Return (%) c    13.50    44.62    (25.79)    18.58d 
Ratios/Supplemental Data (%):                 
Ratio of total expenses                 
to average net assets    2.41    2.61    2.44    2.85e 
Ratio of net expenses                 
to average net assets    1.95    2.00    2.00    2.00e 
Ratio of net investment (loss)                 
to average net assets    (1.40)    (1.36)    (1.42)    (1.48)e 
Portfolio Turnover Rate    66.27    225.79    174.82    66.89 
Net Assets, end of period ($ X 1,000)    17,329    18,331    14,784    21,094 

† Represents information for Class B shares of predecessor, Bear Stearns S&P STARS Opportunities Portfolio, through April 30, 2004.

a    From October 1, 2001 (commencement of operations) to March 31, 2002. 
b    Based on average shares outstanding at each month end. 
c    Exclusive of sales charge. 
d    Not annualized. 
e    Annualized. 
See notes to financial statements. 

18

        Year Ended March 31,     
Class C Shares †    2005    2004    2003    2002a 
Per Share Data ($):                 
Net asset value, beginning of period    15.05    10.40    14.23    12.00 
Investment Operations:                 
Investment (loss)—net    (.22)b    (.20)    (.18)    (.06) 
Net realized and unrealized                 
gain (loss) on investments    2.21    4.85    (3.48)    2.29 
Total from Investment Operations    1.99    4.65    (3.66)    2.23 
Distributions:                 
Dividends from net realized                 
gain on investments    (.14)    —    (.17)    — 
Net asset value, end of period    16.90    15.05    10.40    14.23 
Total Return (%) c    13.42    44.71    (25.79)    18.58d 
Ratios/Supplemental Data (%):                 
Ratio of total expenses                 
to average net assets    2.41    2.61    2.44    2.85e 
Ratio of net expenses                 
to average net assets    1.95    2.00    2.00    2.00e 
Ratio of net investment (loss)                 
to average net assets    (1.46)    (1.36)    (1.42)    (1.43)e 
Portfolio Turnover Rate    66.27    225.79    174.82    66.89 
Net Assets, end of period ($ X 1,000)    11,398    13,483    11,638    16,412 

† Represents information for Class C shares of predecessor, Bear Stearns S&P STARS Opportunities Portfolio, through April 30, 2004.

a    From October 1, 2001 (commencement of operations) to March 31, 2002. 
b    Based on average shares outstanding at each month end. 
c    Exclusive of sales charge. 
d    Not annualized. 
e    Annualized. 

See notes to financial statements.

The Fund 19

FINANCIAL HIGHLIGHTS (continued)

        Year Ended March 31,     
Class R Shares †    2005    2004    2003    2002a 
Per Share Data ($):                 
Net asset value, beginning of period    15.41    10.56    14.30    12.00 
Investment Operations:                 
Investment (loss)—net    (.08)b    (.06)    (.08)    (.02) 
Net realized and unrealized                 
gain (loss) on investments    2.29    4.91    (3.49)    2.32 
Total from Investment Operations    2.21    4.85    (3.57)    2.30 
Distributions:                 
Dividends from net realized                 
gain on investments    (.14)    —    (.17)    — 
Net asset value, end of period    17.48    15.41    10.56    14.30 
Total Return (%)    14.54    45.93    (25.03)    19.17c 
Ratios/Supplemental Data (%):                 
Ratio of total expenses                 
to average net assets    1.44    1.61    1.44    1.85d 
Ratio of net expenses                 
to average net assets    .99    1.00    1.00    1.00d 
Ratio of net investment (loss)                 
to average net assets    (.51)    (.36)    (.45)    (.40)d 
Portfolio Turnover Rate    66.27    225.79    174.82    66.89 
Net Assets, end of period ($ X 1,000)    401    706    758    2,522 

† Represents information for Class Y shares of predecessor, Bear Stearns S&P STARS Opportunities Portfolio, through April 30, 2004.

a    From October 1, 2001 (commencement of operations) to March 31, 2002. 
b    Based on average shares outstanding at each month end. 
c    Not annualized. 
d    Annualized. 

See notes to financial statements.

20
        Year Ended March 31,     
Class T Shares †    2005    2004    2003    2002a 
Per Share Data ($):                 
Net asset value, beginning of period    15.28    10.49    14.27    12.00 
Investment Operations:                 
Investment (loss)—net    (.15)b    (.14)    (.12)    (.04) 
Net realized and unrealized                 
gain (loss) on investments    2.27    4.93    (3.49)    2.31 
Total from Investment Operations    2.12    4.79    (3.61)    2.27 
Distributions:                 
Dividends from net realized                 
gain on investments    (.14)    —    (.17)    — 
Net asset value, end of period    17.26    15.28    10.49    14.27 
Total Return (%) c    14.14    45.66    (25.36)    18.92d 
Ratios/Supplemental Data (%):                 
Ratio of total expenses                 
to average net assets    1.94    2.11    1.94    2.35e 
Ratio of net expenses                 
to average net assets    1.42    1.50    1.50    1.50e 
Ratio of net investment (loss)                 
to average net assets    (.94)    (.86)    (.92)    (.90)e 
Portfolio Turnover Rate    66.27    225.79    174.82    66.89 
Net Assets, end of period ($ X 1,000)    17,751    22,710    20,521    30,004 

† Represents information for Class A shares of predecessor, Bear Stearns S&P STARS Opportunities Portfolio, through April 30, 2004.

a    From October 1, 2001 (commencement of operations) to March 31, 2002. 
b    Based on average shares outstanding at each month end. 
c    Exclusive of sales charge. 
d    Not annualized. 
e    Annualized. 

See notes to financial statements.

The Fund 21

NOTES TO FINANCIAL STATEMENTS

NOTE 1—Significant Accounting Policies:

Dreyfus Premier S&P STARS Opportunities Fund (the "fund") is a separate diversified series of Dreyfus Premier Manager Funds I (the "Company"), which is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end management investment company and operates as a series company that offers five series, including the fund.The fund's investment objective seeks to provide long-term capital appreciation.The Dreyfus Corporation (the "Manager" or "Dreyfus") serves as the fund's investment adviser.The Manager is a wholly-owned subsidiary of Mellon Financial Corporation ("Mellon Financial").

On April 30, 2004, pursuant to an Agreement and Plan of Reorganization previously approved by the Company's Board and shareholders of Bear Stearns S&P STARS Opportunities Portfolio ("S&P STARS Opportunities Portfolio"), a series of The Bear Stearns Funds, all of the assets, subject to the liabilities, of S&P STARS Opportunities Portfolio, were transferred to the fund in exchange for shares of beneficial interest of the fund's Class B, Class C, Class R and Class T shares of equal value on the close of business on April 30, 2004. Holders of Class A shares of S&P STARS Portfolio received Class T shares of the fund, holders of Class B shares of S&P STARS Opportunities Portfolio received Class B shares of the fund, holders of Class C shares of S&P STARS Opportunities Portfolio received Class C shares of the fund and holders of Class Y shares of S&P STARS Opportunities Portfolio received Class R shares of the fund, in each case in an amount equal to the aggregate net asset value of their investment in S&P STARS Opportunities Portfolio at the time of the exchange.On the date of the exchange, the fund created Class A.The net asset value of the fund's shares on the close of business April 30, 2004, after the reorganization, was $14.16 per share for Class B shares, $14.16 per share for Class C shares, $14.53 per share for Class R shares and $14.40 per share for Class T shares, and a total of 1,186,009 Class B shares, 811,144 Class C shares, 46,058 Class R shares and 1,427,052 Class T shares,

22

representing net assets of $16,798,327 Class B shares, $11,488,797 Class C shares, $669,239 Class R shares and $20,545,958 Class T shares (including $1,826,938 net unrealized appreciation on investments) were issued to S&P STARS Opportunities Portfolio's shareholders in the exchange. The exchange was a tax-free event to shareholders. S&P STARS Opportunities Portfolio was the accounting survivor in the reorganization and as such, the financial statements and financial highlights reflect the financial information of S&P STARS Opportunities Portfolio through April 30, 2004.

Prior to April 30, 2004, Bear Stearns Asset Management ("BSAM") served as investment advisor, Bear Stearns Funds Management Inc. ("BSFM") served as administator and Bear, Stearns & Co. Inc ("Bear Stearns") served as distributor to S&P STARS Opportunities Portfolio. BSAM, BSFM and Bear Stearns are each wholly-owned subsidiaries of The Bear Stearns Companies, Inc.

Dreyfus Service Corporation (the "Distributor"), a wholly-owned subsidiary of the Manager, is the Distributor of the fund's shares.The fund is authorized to issue an unlimited number of $.001 par value shares of beneficial interest in each of the following classes of shares: Class A, Class B, Class C, Class R and Class T shares. Class A and Class T shares are subject to a sales charge imposed at the time of purchase. Class B shares are subject to a contingent deferred sales charge ("CDSC") imposed on Class B share redemptions made within six years of purchase and automatically convert to Class A shares after six years. Class C shares are subject to a CDSC imposed on Class C shares redeemed within one year of purchase and Class R shares are sold at net asset value per share only to institutional investors. Other differences between the classes include the services offered to and the expenses borne by each class and certain voting rights. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets.

The Fund 23

NOTES TO FINANCIAL STATEMENTS (continued)

The Company accounts separately for the assets, liabilities and operations of each series. Expenses directly attributable to each series are charged to that series' operations; expenses which are applicable to all series are allocated among them on a pro rata basis.

The fund's financial statements are prepared in accordance with U.S. generally accepted accounting principles, which may require the use of management estimates and assumptions. Actual results could differ from those estimates.

The fund enters into contracts that contain a variety of indemnifications. The fund's maximum exposure under these arrangements is unknown.The fund does not anticipate recognizing any loss related to these arrangements.

(a) Portfolio valuation: Investments in securities are valued at the last sales price on the securities exchange or national securities market on which such securities are primarily traded. Securities listed on the National Market System for which market quotations are available are valued at the official closing price or, if there is no official closing price that day, at the last sales price. Securities not listed on an exchange or the national securities market, or securities for which there were no transactions, are valued at the average of the most recent bid and asked prices, except for open short positions, where the asked price is used for valuation purposes. Bid price is used when no asked price is available. Investments in registered investment companies are valued at their net asset value. When market quotations or official closing prices are not readily available, or are determined not to reflect accurately fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded (for example, a foreign exchange or market), but before the fund calculates its net asset value, the fund may value these investments at fair value as determined in accordance with the procedures approved by the Board of Trustees. Fair valuing of securities may be determined with the assistance of a pricing service using calculations

24

based on indices of domestic securities and other appropriate indicators, such as prices of relevant ADR's and futures contracts. For other securities that are fair valued by the Board of Trustees, certain factors may be considered such as: fundamental analytical data, the nature and duration of restrictions on disposition, an evaluation of the forces that influence the market in which the securities are purchased and sold and public trading in similar securities of the issuer or comparable issuers. Financial futures are valued at the last sales price.

(b) Securities transactions and investment income: Securities transactions are recorded on a trade date basis. Realized gain and loss from securities transactions are recorded on the identified cost basis. Dividend income is recognized on the ex-dividend date and interest income, including, where applicable, accretion of discount and amortization of premium on investments, is recognized on the accrual basis.

The fund has an arrangement with the custodian bank whereby the fund receives earnings credits from the custodian when positive cash balances are maintained, which are used to offset custody fees. For financial reporting purposes, the fund includes net earnings credits, if any, as an expense offset in the Statement of Operations.

Pursuant to a securities lending agreement with Mellon Bank, N.A., an affiliate of the Manager, the fund may lend securities to qualified institu-tions.At origination, all loans are secured by collateral of at least 102% of the value of U.S. securities loaned and 105% of the value of foreign securities loaned. Collateral equivalent to at least 100% of the market value of securities on loan will be maintained at all times. Cash collateral is invested in certain money market mutual funds managed by the Manager. The fund will be entitled to receive all income on securities loaned, in addition to income earned as a result of the lending transac-tion.Although each security loaned is fully collateralized, the fund would bear the risk of delay in recovery of, or loss of rights in, the securities loaned should a borrower fail to return the securities in a timely manner.

The Fund 25

NOTES TO FINANCIAL STATEMENTS (continued)

(c) Affiliated issuers: Investments in other investment companies advised by the Manager are defined as "affiliated" in the Act.

(d) Dividends to shareholders: Dividends are recorded on the ex-dividend date. Dividends from investment income-net and dividends from net realized capital gain, if any, are normally declared and paid annually, but the fund may make distributions on a more frequent basis to comply with the distribution requirements of the Internal Revenue Code of 1986, as amended (the "Code").To the extent that net realized capital gain can be offset by capital loss carryovers, it is the policy of the fund not to distribute such gain. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles.

(e) Federal income taxes: It is the policy of the fund to continue to qualify as a regulated investment company, if such qualification is in the best interests of its shareholders, by complying with the applicable provisions of the Code, and to make distributions of taxable income sufficient to relieve it from substantially all federal income and excise taxes.

At March 31, 2005, the components of accumulated earnings on a tax basis were as follows: accumulated capital losses $933,571 and unrealized appreciation $12,380,799.

The accumulated capital loss carryover is available to be applied against future net securities profits, if any, realized subsequent to March 31, 2005. If not applied, the carryover expires in fiscal 2013.

The tax character of distributions paid to shareholders during the fiscal periods ended March 31, 2005 and March 31, 2004, were as follows: long-term capital gains $495,190 and $0, respectively.

During the period ended March 31, 2005, as a result of permanent book to tax differences, primarily due to the tax treatment for net operating losses, the fund increased accumulated undistributed investment income-net by $592,458, increased accumulated net realized gain (loss) on investments by $1,112 and decreased paid-in capital by $593,570. Net assets were not affected by this reclassification.

26

NOTE 2—Bank Line of Credit:

The fund participates with other Dreyfus-managed funds in a $100 million unsecured line of credit primarily to be utilized for temporary or emergency purposes, including the financing of redemptions. Interest is charged to the fund based on prevailing market rates in effect at the time of borrowings.

The average daily amount of borrowings outstanding under the line of credit during the period ended March 31, 2005 was approximately $2,200, with a related weighted average annualized interest rate of 2.26% .

NOTE 3—Management Fee and Other Transactions With Affiliates:

(a) Pursuant to a management agreement with the Manager, the management fee is computed at the annual rate of .70 of 1% of the value of the fund's average daily net assets and is payable monthly. The Manager has contractually agreed to waive receipt of its fees and/or assume the expenses of Class B, Class C, Class R and Class T shares for the two-year period ending May 1, 2006, to the extent that the expenses of each such class, exclusive of taxes, brokerage fees, interest on borrowings, Rule 12b-1 distribution plan fees, shareholder services plan fees and extraordinary expenses, exceed an annual rate of 1% of the value of the fund's average daily net assets. During the period from April 1, 2004 through April 30, 2004, BSAM received a fee at an annual rate of .75 of 1% of the value of S&P STARS Opportunities Portfolio's average daily net assets. BSAM had also agreed to limit total operating expenses to certain maximum levels as a percent of average daily net assets.The management fees earned and expense reductions undertaken for the period ended March 31, 2005 were as follows:

        Expense 
    Management Fee ($)    Reductions ($) 
Dreyfus    302,008    202,680 
BSAM    33,192    27,706 
Total    335,200    230,386 

The Fund 27

NOTES TO FINANCIAL STATEMENTS (continued)

BSFM served as administrator to S&P STARS Opportunities Portfolio pursuant to an Administration Agreement. BSFM received from S&P STARS Portfolio a monthly fee equal to an annual rate of 0.15% of the average daily net assets up to $1 billion, 0.12% of the next $1 billion, 0.10% of the next $3 billion and 0.08% of the average daily net assets above $5 billion.The administration fee amounted to $8,612 for the period ended April 30, 2004.This agreement was terminated as of the close of business on April 30, 2004, due to the reorganization.

The fund has agreed to pay a license fee at the annual rate of .15 of 1% of the value of the fund's average daily net assets for the use of certain of Standard & Poor's proprietary tradenames and trademarks.

During the period ended March 31, 2005, the Distributor retained $610 and $1,307 from commissions earned on sales of the fund's Class A and Class T shares, respectively, and $71,033 and $4,471 from contingent deferred sales charges on redemptions of the fund's Class B and Class C shares, respectively. During the period ended March 31, 2005, Bear Stearns retained $3,137 from commissions and $54,557 from contingent deferred sales charges.

(b) Under the Distribution Plan (the "Plan") adopted pursuant to Rule 12b-1 under the Act, Class B, Class C and Class T shares pay the Distributor for distributing their shares at an annual rate of .75 of 1% of the value of the average daily net assets of Class B and Class C shares and .25 of 1% of the value of the average daily net assets of Class T shares. Under the prior distribution plan with Bear Stearns, Class B, Class C and Class T shares were subject to a distribution fee of .75 of 1% of the value of the average daily net assets of Class B and Class C shares and .25 of 1% of the value of the average daily net assets of Class T shares. Distribution plan fees for the period ended March 31, 2005 were as follows:

    Class B ($)    Class C ($)    Class T ($) 
Dreyfus Service Corporation    115,037    76,874    42,553 
Bear Stearns    11,058    7,881    4,567 
Total    126,095    84,755    47,120 

28

(c) Under the Shareholder Services Plan, Class A, Class B, Class C and Class T shares pay the Distributor at an annual rate of .25 of 1% of the value of their average daily net assets for the provision of certain services. The services provided may include personal services relating to shareholder accounts, such as answering shareholder inquiries regarding the fund and providing reports and other information, and services related to the maintenance of shareholder accounts.The Distributor may make payments to Service Agents (a securities dealer, financial institution or other industry professional) in respect of these services.The Distributor determines the amounts to be paid to Service Agents. Under the prior shareholder services plan with Bear Stearns, Class B, Class C and Class T shares were subject to a shareholder services plan fee of up to .25 of 1% of the value of the average daily net assets of such class. Shareholder services plan fees for the period ended March 31, 2005 were as follows:

    Class A ($)    Class B ($)    Class C ($)    Class T ($) 
Dreyfus Service Corporation    348    38,346    25,624    42,553 
Bear Stearns    —    3,686    2,627    4,567 
Total    348    42,032    28,251    47,120 

The fund compensates Dreyfus Transfer, Inc., a wholly-owned subsidiary of the Manager, under a transfer agency agreement for providing personnel and facilities to perform transfer agency services for the fund. During the period ended March 31, 2005, the fund was charged $78,850 pursuant to the transfer agency agreement.

The fund compensates Mellon Bank, N.A., an affiliate of the Manager, under a custody agreement for providing custodial services for the fund. Prior to April 30, 2004, Custodial Trust Company ("CTC"), a wholly owned subsidiary of The Bear Stearns Companies, Inc., served as custodian to S&P STARS Opportunities Portfolio. Custody fees charged for the period ended March 31, 2005 were $3,290.

The components of Due to The Dreyfus Corporation and affiliates in the Statement of Assets and Liabilities consist of: management fees

The Fund 29

NOTES TO FINANCIAL STATEMENTS (continued)

$47,678, Rule 12b-1 distribution plan fees $22,313, shareholder services plan fees $10,080, custodian fees $804 and transfer agency per account fees $11,036.

(d) Each Board member also serves as a Board member of other funds within the Dreyfus complex. Annual retainer fees and attendance fees are allocated to each fund based on net assets.

(e) During the period ended March 31, 2005, the fund incurred total brokerage commissions of $185,641, of which $440 was paid to Harborside Plus Inc., a wholly-owned subsidiary of Mellon Financial and $12,790 was paid to Bear Stearns.

(f) Pursuant to an exemptive order from the Securities and Exchange Commission, the fund may invest its available cash balances in affiliated money market mutual funds. Management fees of the underlying money market mutual funds have been waived by the Manager.

NOTE 4—Securities Transactions:

The following summarizes the aggregate amount of purchases and sales of investment securities and securities sold short, excluding short-term securities, during the period ended March 31, 2005:

    Purchases ($)    Sales ($) 
Long transactions    31,205,876    46,382,090 
Short sale transactions    396,464    502,501 
Total    31,602,340    46,884,591 

The fund is engaged in short-selling which obligates the fund to replace the security borrowed by purchasing the security at current market value. The fund would incur a loss if the price of the security increases between the date of the short sale and the date on which the fund replaces the borrowed security.The fund would realize a gain if the price of the security declines between those dates. Until the fund replaces the borrowed security, the fund will maintain daily a segregated account with a broker or custodian, of permissible liquid assets sufficient to cover its short posi-tion.Securities sold short at March 31,2005,and their related market values and proceeds are set forth in the Statement of Securities Sold Short.

30

At March 31, 2005, the cost of investments for federal income tax purposes was $36,563,737; accordingly, accumulated net unrealized appreciation on investments was $12,425,864, consisting of $12,694,685 gross unrealized appreciation and $268,821 gross unrealized depreciation.

NOTE 5—Legal Matters:

In early 2004, two purported class and derivative actions were filed against Mellon Financial, Mellon Bank, N.A., Dreyfus, Founders Asset Management LLC, and certain directors of the Dreyfus Funds and the Dreyfus Founders Funds (together, the "Funds") in the United States District Court for the Western District of Pennsylvania. In September 2004, plaintiffs served a Consolidated Amended Complaint (the "Amended Complaint") on behalf of a purported class of all persons who acquired interests in any of the Funds between January 30, 1999 and November 17, 2003, and derivatively on behalf of the Funds.The Amended Complaint in the newly styled In re Dreyfus Mutual Funds Fee Litigation also named the Distributor, Premier Mutual Fund Services, Inc. and two additional Fund directors as defendants and alleges violations of the Investment Company Act of 1940, the Investment Advisers Act of 1940, the Pennsylvania Unfair Trade Practices and Consumer Protection Law and common-law claims. Plaintiffs seek to recover allegedly improper and excessive Rule 12b-1 and advisory fees allegedly charged to the Funds for marketing and distribution services. More specifically, plaintiffs claim, among other things, that 12b-1 fees and directed brokerage were improperly used to pay brokers to recommend the Funds over other funds, and that such payments were not disclosed to investors. In addition, plaintiffs assert that economies of scale and soft-dollar benefits were not passed on to the Funds. Plaintiffs further allege that 12b-1 fees were improperly charged to certain of the Funds that were closed to new investors.The Amended Complaint seeks compensatory and punitive damages, rescission of the advisory contracts, and an accounting and restitution of any unlawful fees, as well as an award of attorneys' fees and litigation expenses. As noted, some of the claims in this litigation are asserted derivatively on behalf of the Funds

The Fund 31

NOTES TO FINANCIAL STATEMENTS (continued)

that have been named as nominal defendants. With respect to such derivative claims, no relief is sought against the Funds. Dreyfus believes the allegations to be totally without merit and intends to defend the action vigorously. Defendants filed motions to dismiss the Amended Complaint on November 12, 2004, and those motions are pending.

Additional lawsuits arising out of these circumstances and presenting similar allegations and requests for relief may be filed against the defendants in the future. Neither Dreyfus nor the Funds believe that any of the pending actions will have a material adverse effect on the Funds or Dreyfus' ability to perform its contract with the Funds.

32

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

Shareholders and Board of Trustees

Dreyfus Premier S&P STARS Opportunities Fund

We have audited the accompanying statement of assets and liabilities, including the statement of investments, of Dreyfus Premier S&P STARS Opportunities Fund (one of the funds comprising Dreyfus Premier Manager Funds I) as of March 31, 2005 and the related statements of operations and changes in net assets and financial highlights for the year then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit.The statement of changes in net assets for the year ended March 31, 2004 and financial highlights for each of the three years in the period then ended were audited by other auditors, whose report dated April 28, 2004 expressed an unqualified opinion on such statement of changes in net assets and financial highlights.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement.We were not engaged to perform an audit of the Fund's internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances,but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting.Accordingly, we express no such opinion.An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included verification by examination of securities held by the custodian as of March 31, 2005 and confirmation of securities not held by the custodian by correspondence with oth-ers.We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above and audited by us present fairly, in all material respects, the financial position of Dreyfus Premier S&P STARS Opportunities Fund at March 31, 2005, and the results of its operations, the changes in its net assets and the financial highlights for the year then ended, in conformity with U.S. generally accepted accounting principles.

  New York, New York
May 16, 2005

The Fund 33

IMPORTANT TAX INFORMATION (Unaudited)

For federal tax purposes the fund hereby designates $.1440 per share as a long-term capital gain distribution paid on April 29, 2004.

34

INFORMATION ABOUT THE REVIEW AND APPROVAL OF THE FUND'S MANAGEMENT AGREEMENT (Unaudited)

At a meeting of the Board of Trustees held on March 14, 2005, the Board considered the re-approval for another one-year term of the fund's Management Agreement, pursuant to which the Manager provides the fund with investment advisory and administrative services. The Board members who are not "interested persons" (as defined in the Act (the "Independent Trustees")) of the fund were assisted in their review by independent legal counsel and met with counsel in executive session separate from representatives of the Manager.

Analysis of Nature, Quality and Extent of Services Provided to the Fund. The Board members received a presentation from representatives of the Manager regarding services provided to the fund and other funds in the Dreyfus complex, and discussed the nature, quality and extent of the services provided to the fund pursuant to its Management Agreement.The Manager's representatives reviewed the fund's distribution of accounts and the relationships the Manager has with various intermediaries and the different needs of each. The Manager's representatives noted the diversity of distribution of the fund as well as the distribution of other funds in the Dreyfus complex, and the Manager's corresponding need for broad, deep, and diverse resources to be able to provide ongoing shareholder services to each of the fund's distribution channels.The Board also reviewed the number of shareholder accounts in the fund, as well as the fund's asset size.

The Board members also considered the Manager's research and portfolio management capabilities and that the Manager also provides oversight of day-to-day fund operations, including fund accounting and administration and assistance in meeting legal and regulatory requirements. The Board members also considered the Manager's extensive administrative, accounting and compliance infrastructure.

Comparative Analysis of the Fund's Performance, Management Fee and Expense Ratio. The Board members reviewed the fund's performance, management fee and expense ratios and placed significant emphasis on comparisons to a group of comparable funds and Lipper averages, and discussed the results of the comparisons.The Board members noted that

The Fund 35

INFORMATION ABOUT THE REVIEW AND APPROVAL

OF THE FUND'S MANAGEMENT AGREEMENT (Unaudited) ( c o n t i n u e d )

the Manager assumed management of the fund on May 1, 2004, after all of the assets of a predecessor fund were transferred to the fund in a tax-free reorganization. The Board members noted that the fund's performance ranked as measured by total return was below the comparison group average and above the Lipper category average for the one-year period ended January 31, 2005.The Board members also discussed the fund's management fee and expense ratio, noting that the fund's management fee was lower than a majority of the funds in the comparison group, and that the fund's Class A expense ratio was higher than that of the fund's comparison group and Lipper category averages due largely to the small amount of assets in Class A shares. The Board members noted that the Manager has contractually agreed to waive receipt of its fees and/or assume the expenses of Class B, C, R and T for the two-year period ending May 1, 2006, so that the annual operating expenses of each such class (excluding Rule 12b-1 fees, shareholder services fees, taxes, interest, brokerage commissions, commitment fees on borrowings and extraordinary expenses) do not exceed 1.00% .

Representatives of the Manager reviewed with the Board members the fees paid to the Manager or its affiliates by mutual funds managed by the Manager or its affiliates with similar investment objectives, policies and strategies as the fund (the "Similar Accounts"), and explained the nature of each Similar Account and the differences, from the Manager's perspective, in providing services to such Similar Accounts as compared to the fund.The Manager's representatives also reviewed the costs associated with distribution through intermedi-aries.The Board analyzed differences in fees paid to the Manager and discussed the relationship of the advisory fees paid in light of the Manager's performance and the services provided. The Board members considered the relevance of the fee information provided for the Similar Accounts managed by the Manager to evaluate the appropriateness and reasonableness of the fund's management fees.The Board acknowledged that differences in fees paid by the Similar Accounts seemed to be consistent with the services provided.

36

Analysis of Profitability and Economies of Scale. The Manager's representatives reviewed the dollar amount of expenses allocated and profit received by the Manager and the method used to determine such expenses and profit.The Board members evaluated the analysis in light of the relevant circumstances for the fund, the extent to which economies of scale would be realized as the fund grows and whether fee levels reflect these economies of scale for the benefit of fund investors.The Board members also considered potential benefits to the Manager from acting as investment adviser and noted the Manager's soft dollar arrangements with respect to trading the fund's portfolio.

It was noted that the Board members should consider the Manager's profitability with respect to the fund as part of their evaluation of whether the fee under the Management Agreement bears a reasonable relationship to the mix of services provided by the Manager, including the nature, quality and extent of such services and that a discussion of economies of scale is predicated on increasing assets and that, if a fund's assets had been decreasing, the possibility that the Manager may have realized any economies of scale would be less. It also was noted that the profitability percentage for managing the fund was within ranges determined by appropriate court cases to be reasonable given the services rendered and given the fund's overall performance and generally superior service levels provided.

At the conclusion of these discussions, each of the Independent Trustees expressed the opinion that he or she had been furnished with sufficient information to make an informed business decision with respect to continuation of the fund's Management Agreement. Based on their discussions and considerations as described above, the Board made the following conclusions and determinations.

  • The Board concluded that the nature, quality and extent of theservices provided by the Manager are adequate and appropriate.
  • The Board was satisfied with the fund's overall performance.

The Fund 37

INFORMATION ABOUT THE REVIEW AND APPROVAL

OF THE FUND'S MANAGEMENT AGREEMENT (Unaudited) ( c o n t i n u e d )

  • The Board concluded that the fee paid to the Manager was rea-sonable in light of comparative performance and expense andadvisory fee information, costs of the services provided and profitsto be realized and benefits derived or to be derived by theManager from its relationship with the fund.
  • The Board recognized that economies of scale may be realized asthe fund's assets increase and determined that, to the extent thatmaterial economies of scale had not been shared with the fund,the Board would seek to do so.

The Board members considered these conclusions and determinations, along with information received on a routine and regular basis throughout the year, and, without any one factor being dispositive, the Board determined that re-approval of the fund's Management Agreement was in the best interests of the fund and its shareholders.

38

BOARD MEMBERS INFORMATION (Unaudited)

Joseph S. DiMartino (61) 
Chairman of the Board (2003) 
Principal Occupation During Past 5 Years: 
• Corporate Director and Trustee 
Other Board Memberships and Affiliations: 
• The Muscular Dystrophy Association, Director 
• Levcor International, Inc., an apparel fabric processor, Director 
• Century Business Services, Inc., a provider of outsourcing functions for small and medium size 
companies, Director 
• The Newark Group, a provider of a national market of paper recovery facilities, paperboard 
mills and paperboard converting plants, Director 
• Azimuth Trust, an institutional asset management firm, Member of Board of Managers and 
Advisory Board 
No. of Portfolios for which Board Member Serves: 193 
——————— 
David P. Feldman (65) 
Board Member (2003) 
Principal Occupation During Past 5 Years: 
• Corporate Director & Trustee 
Other Board Memberships and Affiliations: 
• BBH Mutual Funds Group (11 funds), Director 
• The Jeffrey Company, a private investment company, Director 
• QMED, a medical device company, Director 
No. of Portfolios for which Board Member Serves: 58 
——————— 
Ehud Houminer (64) 
Board Member (2003) 
Principal Occupation During Past 5 Years: 
• Executive-in-Residence at the Columbia Business School, Columbia University 
• Principal of Lear,Yavitz and Associates, a management consulting firm (1996 to 2001) 
Other Board Memberships and Affiliations: 
• Avnet Inc., an electronics distributor, Director 
• International Advisory Board to the MBA Program School of Management, Ben Gurion 
University, Chairman 
• Explore Charter School, Brooklyn, NY, Chairman 
No. of Portfolios for which Board Member Serves: 36 

The Fund 39

BOARD MEMBERS INFORMATION (Unaudited) (continued)

Gloria Messinger (75) 
Board Member (2003) 
Principal Occupation During Past 5 Years: 
• Arbitrator for American Arbitration Association and National Association of Securities Dealers, Inc. 
• Consultant in Intellectual Property 
Other Board Memberships and Affiliations: 
• Yale Law School Fund, Director 
• Theater for a New Audience, Inc., Director 
• Brooklyn Philharmonic, Director 
• New York Women's Agenda Music Performance Trust Fund, Director 
No. of Portfolios for which Board Member Serves: 25 
——————— 
T. John Szarkowski (79) 
Board Member (2003) 
Principal Occupation During Past 5 Years: 
• Consultant in Photography 
Other Board Memberships and Affiliations: 
• Photography Department at The Museum of Modern Art, Director Emeritus 
No. of Portfolios for which Board Member Serves: 25 
——————— 
Anne Wexler (74) 
Board Member (2003) 
Principal Occupation During Past 5 Years: 
• Chairman of the Wexler & Walker Public Policy Associates, consultants specializing in 
government relations and public affairs 
Other Board Memberships and Affiliations: 
• Wilshire Mutual Funds (5 funds), Director 
• Methanex Corporation, a methanol producing company, Director 
• Member of the Council of Foreign Relations 
• Member of the National Park Foundation 
No. of Portfolios for which Board Member Serves: 36 
——————— 
Once elected all Board Members serve for an indefinite term.The address of the Board Members and Officers is in c/o 
The Dreyfus Corporation, 200 Park Avenue, New York, New York 10166. Additional information about the Board 
Members is available in the fund's Statement of Additional Information which can be obtained from Dreyfus free of 
charge by calling this toll free number: 1-800-554-4611. 

40

OFFICERS OF THE FUND (Unaudited)

STEPHEN E. CANTER, President since June 2003.

Chairman of the Board, Chief Executive Officer and Chief Operating Officer of the Manager, and an officer of 90 investment companies (comprised of 185 portfolios) managed by the Manager. Mr. Canter also is a Board member and, where applicable, an Executive Committee Member of the other investment management subsidiaries of Mellon Financial Corporation, each of which is an affiliate of the Manager. He is 59 years old and has been an employee of the Manager since May 1995.

STEPHEN R. BYERS, Executive Vice President since June 2003.

Chief Investment Officer,Vice Chairman and a director of the Manager, and an officer of 90 investment companies (comprised of 185 portfolios) managed by the Manager. Mr. Byers also is an officer, director or an Executive Committee Member of certain other investment management subsidiaries of Mellon Financial Corporation, each of which is an affiliate of the Manager. He is 51 years old and has been an employee of the Manager since January 2000.

MARK N. JACOBS, Vice President since June 2003.

Executive Vice President, Secretary and General Counsel of the Manager, and an officer of 91 investment companies (comprised of 201 portfolios) managed by the Manager. He is 58 years old and has been an employee of the Manager since June 1977.

JEFF PRUSNOFSKY, Secretary since June 2003.

Associate General Counsel of the Manager, and an officer of 24 investment companies (comprised of 88 portfolios) managed by the Manager. He is 39 years old and has been an employee of the Manager since October 1990.

MICHAEL A. ROSENBERG, Secretary since June 2003.

Associate General Counsel of the Manager, and an officer of 88 investment companies (comprised of 194 portfolios) managed by the Manager. He is 45 years old and has been an employee of the Manager since October 1991.

STEVEN F. NEWMAN, Assistant Secretary since June 2003.

Associate General Counsel and Assistant Secretary of the Manager, and an officer of 91 investment companies (comprised of 201 portfolios) managed by the Manager. He is 55 years old and has been an employee of the Manager since July 1980.

JAMES WINDELS, Treasurer since June 2003.

Director – Mutual Fund Accounting of the Manager, and an officer of 91 investment companies (comprised of 201 portfolios) managed by the Manager. He is 46 years old and has been an employee of the Manager since April 1985.

RICHARD CASSARO, Assistant Treasurer since June 2003.

Senior Accounting Manager – Equity Funds of the Manager, and an officer of 26 investment companies (comprised of 104 portfolios) managed by the Manager. He is 46 years old and has been an employee of the Manager since September 1982.

ROBERT ROBOL, Assistant Treasurer since June 2003.

Senior Accounting Manager – Money Market Funds of the Manager, and an officer of 38 investment companies (comprised of 83 portfolios) managed by the Manager. He is 40 years old and has been an employee of the Manager since October 1988.

The Fund 41

OFFICERS OF THE FUND (Unaudited) (continued)

ROBERT SVAGNA, Assistant Treasurer since June 2003.

Senior Accounting Manager – Equity Funds of the Manager, and an officer of 27 investment companies (comprised of 109 portfolios) managed by the Manager. He is 37 years old and has been an employee of the Manager since November 1990.

KENNETH J. SANDGREN, Assistant Treasurer since June 2003.

Mutual Funds Tax Director of the Manager, and an officer of 91 investment companies (comprised of 201 portfolios) managed by the Manager. He is 50 years old and has been an employee of the Manager since June 1993.

JOSEPH W. CONNOLLY, Chief Compliance Officer since June 2003.

Chief Compliance Officer of the Manager and The Dreyfus Family of Funds (91 investment companies, comprising 201 portfolios). From November 2001 through March 2004, Mr. Connolly was first Vice-President, Mutual Fund Servicing for Mellon Global Securities Services. In that capacity, Mr. Connolly was responsible for managing Mellon's Custody, Fund Accounting and Fund Administration services to third-party mutual fund clients. He is 47 years old and has served in various capacities with the Manager since 1980, including manager of the firm's Fund Accounting Department from 1997 through October 2001.

WILLIAM GERMENIS, Anti-Money Laundering Compliance Officer since June 2003.

Vice President and Anti-Money Laundering Compliance Officer of the Distributor, and the Anti-Money Laundering Compliance Officer of 88 investment companies (comprised of 198 portfolios) managed by the Manager. He is 34 years old and has been an employee of the Distributor since October 1998.

42

NOTES

For More    Information 
 
Dreyfus Premier    Transfer Agent & 
S&P STARS    Dividend Disbursing Agent 
Opportunities Fund     
    Dreyfus Transfer, Inc. 
200 Park Avenue     
    200 Park Avenue 
New York, NY 10166     
    New York, NY 10166 
 
Manager    Distributor 
The Dreyfus Corporation     
    Dreyfus Service Corporation 
200 Park Avenue     
    200 Park Avenue 
New York, NY 10166     
    New York, NY 10166 
Custodian     
Mellon Bank, N.A.     
One Mellon Bank Center     
Pittsburgh, PA 15258     

Telephone Call your financial representative or 1-800-554-4611

Mail    The Dreyfus Premier Family of Funds 
    144 Glenn Curtiss Boulevard, Uniondale, NY 11556-0144 

The fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission ("SEC") for the first and third quarters of each fiscal year on Form N-Q. The fund's Forms N-Q are available on the SEC's website at http://www.sec.gov and may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

A description of the policies and procedures that the fund uses to determine how to vote proxies relating to portfolio securities, and information regarding how the fund voted these proxies for the 12-month period ended June 30, 2004, is available through the fund's website at http://www.dreyfus.com and on the SEC's website at http://www.sec.gov. The description of the policies and procedures is also available without charge, upon request, by calling 1-800-645-6561.

®

© 2005 Dreyfus Service Corporation 6021AR0305

Item 2. Code of Ethics.

The Registrant has adopted a code of ethics that applies to the Registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. There have been no amendments to, or waivers in connection with, the Code of Ethics during the period covered by this Report.

Item 3. Audit Committee Financial Expert.

The Registrant's Board has determined that David P. Feldman, a member of the Audit Committee of the Board, is an audit committee financial expert as defined by the Securities and Exchange Commission (the "SEC"). David P. Feldman is "independent" as defined by the SEC for purposes of audit committee financial expert determinations.

Item 4. Principal Accountant Fees and Services

(a) Audit Fees. The aggregate fees billed for each of the last two fiscal years (the "Reporting Periods") for professional services rendered by the Registrant's principal accountant (the "Auditor") for the audit of the Registrant's annual financial statements, or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $0 in 2004 and $159,945 in 2005.

(b) Audit-Related Fees. The aggregate fees billed in the Reporting Periods for assurance and related services by the Auditor that are reasonably related to the performance of the audit of the Registrant's financial statements and are not reported under paragraph (a) of this Item 4 were $0 in 2004 and $0 in 2005.

The aggregate fees billed in the Reporting Periods for non-audit assurance and related services by the Auditor to the Registrant's investment adviser (not including any sub-investment adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the Registrant ("Service Affiliates"), that were reasonably related to the performance of the annual audit of the Service Affiliate, which required pre-approval by the Audit Committee were $0 in 2004 and $0 in 2005.

Note: For the second paragraph in each of (b) through (d) of this Item 4, certain of such services were not pre-approved prior to May 6, 2003, when such services were required to be pre-approved. On and after May 6, 2003, 100% of all services provided by the Auditor were pre-approved as required. For comparative purposes, the fees shown assume that all such services were pre-approved, including services that were not pre-approved prior to the compliance date of the pre-approval requirement.

(c) Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax advice and tax planning ("Tax Services") were $0 in 2004 and $3,382 in 2005. These services consisted of (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments, (iii) tax advice regarding tax qualification matters and/or treatment of various

financial instruments held or proposed to be acquired or held, and (iv) determination of Passive Foreign Investment Companies.

The aggregate fees billed in the Reporting Periods for Tax Services by the Auditor to Service Affiliates which required pre-approval by the Audit Committee were $0 in 2004 and $0 in 2005.

(d) All Other Fees. The aggregate fees billed in the Reporting Periods for products and services provided by the Auditor, other than the services reported in paragraphs (a) through (c) of this Item, were $0 in 2004 and $5,819 in 2005. These services consisted of a review of the Registrant's anti-money laundering program.

The aggregate fees billed in the Reporting Periods for Non-Audit Services by the Auditor to Service Affiliates, other than the services reported in paragraphs (b) through (c) of this Item, which required pre-approval by the Audit Committee were $0 in 2004 and $0 in 2005.

Audit Committee Pre-Approval Policies and Procedures. The Registrant's Audit Committee has established policies and procedures (the "Policy") for pre-approval (within specified fee limits) of the Auditor's engagements for non-audit services to the Registrant and Service Affiliates without specific case-by-case consideration. Pre-approval considerations include whether the proposed services are compatible with maintaining the Auditor's independence. Pre-approvals pursuant to the Policy are considered annually.

Non-Audit Fees. The aggregate non-audit fees billed by the Auditor for services rendered to the Registrant, and rendered to Service Affiliates, for the Reporting Periods were $639,435 in 2004 and $605,451 in 2005.

Auditor Independence. The Registrant's Audit Committee has considered whether the provision of non-audit services that were rendered to Service Affiliates which were not pre-approved (not requiring pre-approval) is compatible with maintaining the Auditor's independence.

Item 5.    Audit Committee of Listed Registrants. 
    Not applicable. 
Item 6.    Schedule of Investments. 
    Not applicable. 
Item 7.    Disclosure of Proxy Voting Policies and Procedures for Closed-End Management 
    Investment Companies. 
    Not applicable. 
Item 8.    Portfolio Managers of Closed-End Management Investment Companies. 
    Not applicable. 
Item 9.    Purchases of Equity Securities by Closed-End Management Investment Companies and 
    Affiliated Purchasers. 
    Not applicable. 

Item 10. Submission of Matters to a Vote of Security Holders.

The Registrant has a Nominating Committee (the "Committee"), which is responsible for selecting and nominating persons for election or appointment by the Registrant's Board as Board members. The Committee has adopted a Nominating Committee Charter (the "Charter"). Pursuant to the Charter, the Committee will consider recommendations for nominees from shareholders submitted to the Secretary of the Registrant, c/o The Dreyfus Corporation Legal Department, 200 Park Avenue, 8th Floor East, New York, New York 10166. A nomination submission must include information regarding the recommended nominee as specified in the Charter. This information includes all information relating to a recommended nominee that is required to be disclosed in solicitations or proxy statements for the election of Board members, as well as information sufficient to evaluate the factors to be considered by the Committee, including character and integrity, business and professional experience, and whether the person has the ability to apply sound and independent business judgment and would act in the interests of the Registrant and its shareholders.

Nomination submissions are required to be accompanied by a written consent of the individual to stand for election if nominated by the Board and to serve if elected by the shareholders, and such additional information must be provided regarding the recommended nominee as reasonably requested by the Committee.

Item 11. Controls and Procedures.

(a) The Registrant's principal executive and principal financial officers have concluded, based on their evaluation of the Registrant's disclosure controls and procedures as of a date within 90 days of the filing date of this report, that the Registrant's disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by the Registrant on Form N-CSR is recorded, processed, summarized and reported within the required time periods and that information required to be disclosed by the Registrant in the reports that it files or submits on Form N-CSR is accumulated and communicated to the Registrant's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

(b) There were no changes to the Registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting.

Item 12. Exhibits.

(a)(1)    Code of ethics referred to in Item 2. 
(a)(2)    Certifications of principal executive and principal financial officers as required by Rule 30a-2(a) 
under the Investment Company Act of 1940. 
(a)(3)    Not applicable. 
(b)    Certification of principal executive and principal financial officers as required by Rule 30a-2(b) 
under the Investment Company Act of 1940. 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dreyfus Premier Manager Funds I

By:    /s/ Stephen E. Canter 
    Stephen E. Canter 
    President 
Date:    June 1, 2005 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

By:    /s/ Stephen E. Canter 
    Stephen E. Canter 
    Chief Executive Officer 
Date:    June 1, 2005 
 
By:    /s/ James Windels 
James Windels
    Chief Financial Officer 
Date:    June 1, 2005 

EXHIBIT INDEX

(a)(1)    Code of ethics referred to in Item 2. 
 
(a)(2)    Certifications of principal executive and principal financial officers as required by Rule 30a- 
2(a) under the Investment Company Act of 1940. (EX-99.CERT) 
 
(b)    Certification of principal executive and principal financial officers as required by Rule 30a- 
2(b) under the Investment Company Act of 1940. (EX-99.906CERT)