-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KKBWWi2qZNIqyF2MHYZPCsAzLpkQAnRSWEEsXf/ks4W5/ybGPNEpc04rwKun77Xj HzKR3cD6vQJC0YbvEQkb6g== 0000899681-08-000649.txt : 20080605 0000899681-08-000649.hdr.sgml : 20080605 20080605160041 ACCESSION NUMBER: 0000899681-08-000649 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080605 DATE AS OF CHANGE: 20080605 EFFECTIVENESS DATE: 20080605 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Advantage Funds, Inc. CENTRAL INDEX KEY: 0000914775 IRS NUMBER: 133851784 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 333-150534 FILM NUMBER: 08883150 BUSINESS ADDRESS: STREET 1: THE DREYFUS CORPORATION STREET 2: 200 PARK AVENUE 8TH FLOOR WEST CITY: NEW YORK STATE: NY ZIP: 10166 BUSINESS PHONE: 2129226754 MAIL ADDRESS: STREET 1: 200 PARK AVENUE, 8TH FLOOR STREET 2: THE DREYFUS CORPORATION CITY: NEW YORK STATE: NY ZIP: 10166 FORMER COMPANY: FORMER CONFORMED NAME: DREYFUS GROWTH & VALUE FUNDS INC DATE OF NAME CHANGE: 19951004 FORMER COMPANY: FORMER CONFORMED NAME: DREYFUS FOCUS FUNDS INC DATE OF NAME CHANGE: 19940304 FORMER COMPANY: FORMER CONFORMED NAME: DREYFUS GROWTH & VALUE FUND INC DATE OF NAME CHANGE: 19931116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Advantage Funds, Inc. CENTRAL INDEX KEY: 0000914775 IRS NUMBER: 133851784 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-07123 FILM NUMBER: 08883151 BUSINESS ADDRESS: STREET 1: THE DREYFUS CORPORATION STREET 2: 200 PARK AVENUE 8TH FLOOR WEST CITY: NEW YORK STATE: NY ZIP: 10166 BUSINESS PHONE: 2129226754 MAIL ADDRESS: STREET 1: 200 PARK AVENUE, 8TH FLOOR STREET 2: THE DREYFUS CORPORATION CITY: NEW YORK STATE: NY ZIP: 10166 FORMER COMPANY: FORMER CONFORMED NAME: DREYFUS GROWTH & VALUE FUNDS INC DATE OF NAME CHANGE: 19951004 FORMER COMPANY: FORMER CONFORMED NAME: DREYFUS FOCUS FUNDS INC DATE OF NAME CHANGE: 19940304 FORMER COMPANY: FORMER CONFORMED NAME: DREYFUS GROWTH & VALUE FUND INC DATE OF NAME CHANGE: 19931116 0000914775 S000000498 Dreyfus Premier Strategic Value Fund C000001358 Dreyfus Premier Strategic Value Fund - Class A DAGVX C000001359 Dreyfus Premier Strategic Value Fund - Class B DBGVX C000001360 Dreyfus Premier Strategic Value Fund - Class C DCGVX C000001361 Dreyfus Premier Strategic Value Fund - Class I DRGVX C000001362 Dreyfus Premier Strategic Value Fund - Class T DTGVX 485BPOS 1 advantage-485bpos_060508.htm

Registration Nos. 333-150534

Investment Company Act File No. 811-7123

 

 

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-14

REGISTRATION STATEMENT UNDER THE

SECURITIES ACT OF 1933

o   Pre-Effective Amendment No. ____ x   Post-Effective Amendment No. 1

(Check appropriate box or boxes)

ADVANTAGE FUNDS, INC.

(Exact Name of Registrant as Specified in Charter)

(212) 922-6000

(Area Code and Telephone Number)

c/o The Dreyfus Corporation

200 Park Avenue, New York, New York 10166

(Address of Principal Executive Offices: Number,

Street, City, State, Zip Code)

Michael A. Rosenberg, Esq.

200 Park Avenue

New York, New York 10166

(Name and Address of Agent for Service)

copy to:

David Stephens, Esq.

Stroock & Stroock & Lavan LLP

180 Maiden Lane

New York, New York 10038-4982

 

An indefinite number of Registrant's shares of common stock, par value $0.001 per share, has been registered pursuant to Rule 24f-2 under the Investment Company Act of 1940. Accordingly, no filing fee is being paid at this time.

This Post-Effective Amendment consists of the following:

(1) Facing Sheet of the Registration Statement

(2) Part C to the Registration Statement (including signature page).

Parts A and B are incorporated herein by reference from the Registrant's Registration Statement on Form N-14 (File No. 333-150534), filed on April 30, 2008, and the definitive versions of the prospectus/proxy statement and statement of additional information filed on June 2, 2008 pursuant to Rule 497 under the Securities Act of 1933, as amended.

 

This Post-Effective Amendment is being filed solely for the purpose to file a new consent of independent registered public accounting firm as Exhibit No. (14) to this Registration Statement on Form N-14.

 

THE ADVANTAGE FUNDS, INC.

PART C

OTHER INFORMATION

 

Item 15

Indemnification.

 

The response to this item is incorporated by reference to Item 25 of Part C of Post-Effective Amendment No. 77 to the Registrant's Registration Statement on Form N-1A (the "Registration Statement"), filed December 28, 2007 (File No. 33-51061).

 

 

Item 16

Exhibits.

(1)(a)

Registrant's Articles of Incorporation are incorporated by reference to Exhibit (1) of Pre-Effective Amendment No. 1 to the Registration Statement, filed December 22, 1993.

 

 

(1)(b)

Registrant's Articles of Amendment are incorporated by reference to Exhibit (1)(b) of Post-Effective Amendment No. 5 to the Registration Statement, filed September 27, 1995.

 

 

(1)(c)

Registrant's Articles of Amendment are incorporated by reference to Exhibit (a)(1) of Post-Effective Amendment No. 33 to the Registration Statement, filed April 2, 2001.

 

 

 

(1)(d)

Registrant's Articles of Amendment are incorporated by reference to Exhibit (a)(2) of Post-Effective Amendment No. 71 to the Registration Statement, filed April 27, 2006.

 

 

(1)(e)

Registrant's Articles Supplementary are incorporated by reference to Exhibit (a)(3) of Post-Effective Amendment No. 71 to the Registration Statement, filed April 27, 2006, and Exhibit (a)(2) of Post-Effective Amendment No. 76 to the Registration Statement, filed December 13, 2007.

 

 

(2)

Registrant's Amended and Restated By-Laws are incorporated by reference to Exhibit (b) of Post-Effective Amendment No. 71 to the Registration Statement, filed April 27, 2006.

 

 

(3)

Not Applicable.

 

 

(4)

Agreement and Plan of Reorganization.1

 

 

(5)

Reference is made to Exhibits (1) and (2) hereof.

 

 

(6)

Management Agreement is incorporated by reference to Exhibit (d) of Post-Effective Amendment No. 76 to the Registration Statement, filed December 13, 2007.

 

 

(7)(a)

Revised Distribution Agreement is incorporated by reference to Exhibit (e)(i) of Post-Effective Amendment No. 76 to the Registration Statement, filed on December 13, 2007.

 

 

(7)(b)

Forms of Service Agreements are incorporated by reference to Exhibit (e)(ii) of Post-Effective Amendment No. 71 to the Registration Statement, filed April 27, 2007.

 

 

(7)(c)

Contracts between principal underwriter and dealer are incorporated by reference to Exhibit (e)(iii) of Post-Effective Amendment No. 74 to the Registration Statement, filed February 28, 2007.

 

 

(8)

Not Applicable.

 

 

(9)

Amended Custody Agreement and Amendment to Custody Agreement is incorporated by reference to Exhibit 9(a) of Post-Effective Amendment No. 5 to the Registration Statement on Form N-1A, filed on September 27, 1995.

 

(10)(a)

Shareholder Services Plan is incorporated by reference to Exhibit (h) of Post-Effective Amendment No. 80 to the Registration Statement, filed on May 27, 2008.

 

 

(10)(b)

Rule 12b-1 Plan is incorporated by reference to Exhibit (n) of Post-Effective Amendment No. 80 to the Registration Statement, filed on May 27, 2008.

 

 

(10)(c)

Rule 18f-3 Plan is incorporated by reference to Exhibit (o) of Post-Effective Amendment No. 80 to the Registration Statement, filed on May 27, 2008.

 

 

(11)

Opinion and Consent of Registrant's counsel.1

 

 

(12)

Opinion and Consent of counsel regarding tax matters.**

 

 

(13)

Not Applicable.

 

 

(14)

Consent of Independent Registered Public Accounting Firm.*

 

 

(15)

Not Applicable.

 

 

(16)

Power of Attorney.1

 

 

(17)(a)

Forms of Proxy.1

 

 

(17)(b)

The Prospectus and Statement of Additional Information of the Registrant are incorporated herein by reference to Post-Effective Amendment No. 77 to the Registration Statement, filed December 28, 2007 (File No. 33-51061).

 

 


____________________

                        *

Filed herein or herewith.

                        **

To be filed by Post-Effective Amendment.

                        1.

Incorporated by reference from the Registration Statement on Form N-14 (File No. 333-150534), filed with the Securities and Exchange Commission on April 30, 2008.

 

 

 

 

Item 17.

Undertakings.

 

 

(1)

The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

 

 

(2)

The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933 each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

 

(3)

The undersigned Registrant agrees to file by post-effective amendment the final opinion of counsel regarding tax matters within a reasonable period of time after receiving such opinion.

 

 

SIGNATURES

 

As required by the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed on behalf of the Registrant, in the City of New York, and State of New York on the 5th day of June, 2008.

 

ADVANTAGE FUNDS, INC.

 

By: /s/ J. David Officer*

J. David Officer, President

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signatures

Title

Date

 

 

 

/s/ J. David Officer*
J. David Officer

President (Principal Executive Officer)

June 5, 2008

 

 

 

/s/ James Windels*
James Windels

Treasurer (Principal Financial and Accounting Officer)

June 5, 2008

 

 

 

/s/ Joseph S. DiMartino*

Joseph S. DiMartino

Chairman of the Board

June 5, 2008

 

 

 

/s/ Peggy C. Davis*

Peggy C. Davis

Board Member

June 5, 2008

 

 

 

/s/ David P. Feldman*

David P. Feldman

Board Member

June 5, 2008

 

 

 

/s/ James F. Henry*

James F. Henry

Board Member

June 5, 2008

 

 

 

/s/ Ehud Houminer*

Ehud Houminer

Board Member

June 5, 2008

 

 

 

/s/ Gloria Messinger*

Gloria Messinger

Board Member

June 5, 2008

 

 

 

/s/ Martin Peretz*

Martin Peretz

Board Member

June 5, 2008

 

 

 

/s/ Anne Wexler*

Anne Wexler

Board Member

June 5, 2008

 

 

*By: /s/ Michael A. Rosenberg

Michael A. Rosenberg, Attorney-in-fact

 

Exhibit Index

(14)       Consent of Independent Registered Public Accounting Firm

 

 

EX-14 2 exh14_060508.htm EX. 14

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the references to our firm under the captions "Independent Registered Public Accounting Firm", "Financial Statements and Experts", and "Representations and Warranties" and to the use of our reports dated May 21, 2008 with respect to Dreyfus Premier Intrinsic Value Fund and October 17, 2007 with respect to Dreyfus Premier Strategic Value Fund, which are incorporated by reference, in this Registration Statement on Form N-14 of Dreyfus Premier Strategic Value Fund.

 

/S/ ERNST & YOUNG LLP

  New York, New York
  June 5, 2008

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