SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (ss.)240.14a-11(c) or (ss.)240.14a-12
Dreyfus Liquid Assets, Inc.
Dreyfus Worldwide Dollar Money Market Fund, Inc.
The Dreyfus Fund Incorporated
--------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
---------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-
11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
DREYFUS LIQUID ASSETS, INC.
DREYFUS WORLDWIDE DOLLAR MONEY MARKET FUND, INC.
THE DREYFUS FUND INCORPORATED
Notice of Special Meetings of Stockholders
To the Stockholders:
Meetings of Stockholders of each investment company named above (each,
a "Fund" and, collectively, the "Funds") will be held at the Citicorp/Citibank
Auditorium, 399 Park Avenue - at 53rd Street, 12th Floor, New York, New York, on
Tuesday, August 4, 1998 at 10:00 a.m., for the following purposes:
1. With respect to Dreyfus Liquid Assets, Inc. and Dreyfus Worldwide
Dollar Money Market Fund, Inc. only, to approve certain changes to the
investment restrictions of those Funds.
2. With respect to The Dreyfus Fund Incorporated only, to approve
certain changes to the Fund's investment techniques and investment restrictions
and to amend the Fund's Articles of Incorporation with respect thereto.
3. With respect to The Dreyfus Fund Incorporated only, to approve an
Amendment and Restatement of the Fund's Charter to:
a. Authorize the issuance of additional classes or series of shares
of the Fund.
b. Revise the Corporate Purposes and Powers clause.
c. Reduce the par value of the Fund's shares from $1.00 per share to
$.001 per share, with a commensurate reduction in the Fund's
stated capital.
d. Establish that one-third of the Fund's outstanding shares
entitled to vote constitutes a quorum.
e. Revise the liability and indemnification provisions to reflect
current Maryland law.
f. Delete the Valuation of Fund Assets clause.
4. To amend each Fund's Articles of Incorporation to permit the Fund
to impose a service fee on certain small accounts to be collected by redeeming
shares from the relevant stockholder accounts.
5. To transact such other business as may properly come before the
meeting, or any adjournment or adjournments thereof.
<PAGE>
Stockholders of record at the close of business on June 12, 1998 will
be entitled to receive notice of and to vote at the meeting.
By Order of the Boards
Michael S. Petrucelli
Assistant Secretary
New York, New York
June 19, 1998
WE NEED YOUR PROXY VOTE IMMEDIATELY.
A STOCKHOLDER MAY THINK HIS OR HER VOTE IS NOT IMPORTANT, BUT IT IS VITAL.
BY LAW, THE MEETING OF STOCKHOLDERS OF EACH FUND WILL HAVE TO BE ADJOURNED
WITHOUT CONDUCTING ANY BUSINESS IF LESS THAN A QUORUM IS REPRESENTED. IN
THAT EVENT, THE AFFECTED FUND WOULD CONTINUE TO SOLICIT VOTES IN AN ATTEMPT
TO ACHIEVE A QUORUM. CLEARLY, YOUR VOTE COULD BE CRITICAL TO ENABLE THE
FUND TO HOLD THE MEETING AS SCHEDULED, SO PLEASE RETURN YOUR PROXY CARD
IMMEDIATELY. YOU AND ALL OTHER STOCKHOLDERS WILL BENEFIT FROM YOUR
COOPERATION.
<PAGE>
[This Page Intentionally Left Blank]
<PAGE>
DREYFUS LIQUID ASSETS, INC.
DREYFUS WORLDWIDE DOLLAR MONEY MARKET FUND, INC.
THE DREYFUS FUND INCORPORATED
COMBINED PROXY STATEMENT
Special Meetings of Stockholders
to be held on Tuesday, August 4, 1998
This proxy statement is furnished in connection with a solicitation of
proxies by the Board of each of Dreyfus Liquid Assets, Inc. ("Liquid Assets"),
Dreyfus Worldwide Dollar Money Market Fund, Inc. ("Worldwide Dollar" and,
together with Liquid Assets, the "Money Market Funds") and The Dreyfus Fund
Incorporated ("Dreyfus Fund") (each, a "Fund" and, collectively, the "Funds") to
be used at the Special Meeting of Stockholders (the "Meeting") of each Fund to
be held on Tuesday, August 4, 1998 at 10:00 a.m., at the Citicorp/Citibank
Auditorium, 399 Park Avenue - at 53rd Street, 12th Floor, New York, New York,
for the purposes set forth in the accompanying Notice of Special Meetings of
Stockholders. Stockholders of record at the close of business on June 12, 1998
are entitled to receive notice of and to vote at the Meeting. Stockholders are
entitled to one vote for each Fund share held and fractional votes for each
fractional Fund share held. Stockholders can vote only on matters affecting the
Fund(s) of which they are stockholders. Shares represented by executed and
unrevoked proxies will be voted in accordance with the specifications made
thereon. If any enclosed form of proxy is executed and returned, it nevertheless
may be revoked by another proxy or by letter or telegram directed to the
relevant Fund, which must indicate the stockholder's name and account number. To
be effective, such revocation must be received before the Meeting. In addition,
any stockholder who attends the Meeting in person may vote by ballot at the
Meeting, thereby canceling any proxy previously given.
As of May 14, 1998, the Funds had outstanding the following number of
shares:
FUND NUMBER OF SHARES OUTSTANDING
----- -----------------------------
Dreyfus Liquid Assets, Inc. 4,930,618,455.042
Dreyfus Worldwide Dollar
Money Market Fund, Inc. 1,589,500,292.669
The Dreyfus Fund Incorporated 241,189,858.438
It is estimated that proxy materials will be mailed to stockholders of
record on or about June 19, 1998. The principal executive offices of each Fund
are located at 200 Park Avenue, New York, New York 10166. Copies of each Fund's
most recent Annual and Semi-Annual Reports are available upon request, without
charge, by writing to the Fund at 144 Glenn Curtiss Boulevard, Uniondale, New
York 11556-0144, or by calling toll-free 1-800-645-6561.
<PAGE>
PROPOSAL 1: TO APPROVE CERTAIN CHANGES TO THE INVESTMENT RESTRICTIONS OF THE
MONEY MARKET FUNDS
ONLY STOCKHOLDERS OF LIQUID ASSETS AND WORLDWIDE DOLLAR VOTE ON THIS PROPOSAL.
Introduction
Management of each Money Market Fund believes it appropriate to modify
certain investment restrictions (which are fundamental policies) and change
certain fundamental policies to non-fundamental policies. The Investment Company
Act of 1940, as amended (the "1940 Act"), requires that a relatively limited
number of investment policies and restrictions be designated as fundamental
policies that may not be changed without stockholder approval. These policies
relate to (a) the classification and subclassification under the 1940 Act within
which the Fund may operate, (b) borrowing money, (c) issuing senior securities,
(d) engaging in the business of underwriting securities issued by other persons,
(e) concentrating investments in a particular industry or group of industries,
(f) purchasing and selling real estate or commodities, (g) making loans to other
persons, and (h) changing the nature of the business so as to cease to be an
investment company. When the Funds were formed, each Fund's Board designated a
number of other policies as fundamental, in large part in response to certain
regulatory requirements (e.g., state regulatory requirements that have since
been repealed or are no longer applicable as a result of the passage of the
National Securities Markets Improvement Act of 1996) or business or industry
conditions that no longer exist, and adopted certain restrictions now believed
to be unduly restrictive.
Accordingly, the Board of each Money Market Fund authorized a review
of the Fund's investment restrictions in order to: (i) modernize the Fund's
policies that are required to be fundamental and make them consistent with those
of other investment companies advised by The Dreyfus Corporation ("Dreyfus"),
each Fund's investment adviser, (ii) reclassify as non-fundamental any policies
that are not required to be fundamental under the 1940 Act and (iii) eliminate
certain policies previously required under state securities laws that are no
longer in effect. Non-fundamental policies can be changed by vote of a majority
of a Fund's Board members at any time without stockholder approval, subject to
compliance with applicable Securities and Exchange Commission ("SEC") disclosure
requirements. Changes in Investment Restrictions Dreyfus Liquid Assets, Inc.
Investment Restriction No. 1, proposed to be renumbered as Investment
Restriction No. 8, which prohibits Liquid Assets from investing in certain types
of securities, would be amended to delete the prohibition on investing in "other
equity securities," because certain asset-backed securities that are otherwise
eligible to be purchased by Liquid Assets may be considered to be equity
securities. This Investment Restriction is not required to be a fundamental
policy and would be designated a non-fundamental policy to give Liquid Assets
the flexibility to respond to new investment opportunities that are consistent
with its investment objective and management policies, subject to prior Board
approval. The purpose of renumbering this and certain other policies is to group
the non-fundamental policies at the end of the list of policies.
Investment Restriction No. 2, proposed to be renumbered as Investment
Restriction No. 1, which prohibits Liquid Assets from borrowing money, except
from banks for temporary or emergency (not leveraging) purposes in an amount up
to 5% of the value of Liquid Asset's total assets, would be amended to permit
the Fund to borrow to the extent permitted under the 1940 Act, which permits
borrowing in an amount up to 33-1/3% of the value of the Fund's total assets.
However, Liquid Assets currently intends to borrow money only for temporary or
emergency (not leveraging) purposes, in an amount up to 15% of the value of its
total assets.
Investment Restriction No. 3, proposed to be renumbered as Investment
Restriction No. 9, would be designated as a non-fundamental policy. This
Investment Restriction prohibits Liquid Assets from pledging its assets, except
in an amount up to 15% of the value of its total assets, and would be amended to
state the Fund may hypothecate, mortgage or otherwise encumber its assets to the
extent necessary to secure permitted borrowings and in connection with the
purchase of securities on a when-issued or forward commitment basis.
Investment Restriction No. 4, proposed to be renumbered as Investment
Restriction No. 10, which prohibits Liquid Assets from selling securities short,
would be designated as a non-fundamental policy.
Investment Restriction No. 5, proposed to be renumbered as Investment
Restriction No. 11, which prohibits Liquid Assets from writing or purchasing put
or call options, would be designated as a non-fundamental policy and would be
amended to also prohibit the writing or purchasing of combinations of put and
call options.
Investment Restriction No. 6, proposed to be renumbered as Investment
Restriction No. 2, which prohibits Liquid Assets from underwriting the
securities of other issuers or purchasing securities which are restricted
securities, would be amended to prohibit Liquid Assets from underwriting
securities of other issuers, except to the extent Liquid Assets may be deemed an
underwriter by virtue of disposing of portfolio securities and to delete the
prohibition on purchasing restricted securities. Without this amendment, Liquid
Assets could be unnecessarily restricted in its ability to dispose of certain
portfolio securities. Liquid Assets would continue to have an investment
restriction limiting purchases of illiquid securities to a maximum of 10% of its
net assets.
A new Investment Restriction would be added, proposed to be numbered
as Investment Restriction No. 7, which would prohibit Liquid Assets from
purchasing securities on margin. Investment Restriction No. 7 would be
designated as a fundamental policy.
A new Investment Restriction would be added, proposed to be numbered
as Investment Restriction No. 14, which would prohibit Liquid Assets from
entering into repurchase agreements providing for settlement in more than seven
days or purchasing securities which are illiquid, if, in the aggregate, more
than 10% of the value of Liquid Assets' net assets would be so invested.
Investment Restriction No. 14 would be designated as a non-fundamental policy.
Investment Restriction No. 9, proposed to be renumbered as Investment
Restriction No. 5, which prohibits Liquid Assets from investing more than 15% of
its assets in the obligations of any one bank or more than 5% of its assets in
the commercial paper of any one issuer, would be amended to clarify that the
Fund may not invest more than 5% of its assets in the obligations (commercial
paper or otherwise) of any one issuer, but that the Fund may invest up to 25% of
its total assets without regard to such limitations.
Investment Restriction No. 10, proposed to be renumbered as Investment
Restriction No. 6, which prohibits Liquid Assets from investing less than 25% of
its assets in obligations issued by banks or investing more than 25% of its
assets in the securities of issuers in any other industry, would be amended to
provide that there shall be no limitation on the purchase of obligations issued
or guaranteed by the U.S. Government, its agencies and instrumentalities, and
that, for temporary defensive purposes, Liquid Assets may invest less than 25%
of its assets in bank obligations.
Investment Restriction No. 11, proposed to be renumbered as Investment
Restriction No. 12, which prohibits Liquid Assets from investing in companies
for the purpose of exercising control, would be designated as a non-fundamental
policy.
Investment Restriction No. 12, proposed to be renumbered as Investment
Restriction No. 13, which prohibits Liquid Assets from investing in securities
of other investment companies, except as they may be acquired as part of a
merger, consolidation or acquisition of assets, would be amended to prohibit
Liquid Assets from purchasing securities of other investment companies, except
to the extent permitted under the 1940 Act, and would be designated as a
non-fundamental policy. Under the 1940 Act, Liquid Assets' investment in such
securities, subject to certain exceptions, would be limited to (i) 3% of the
total voting stock of any one investment company, (ii) 5% of Liquid Assets'
total assets with respect to any one investment company and (iii) 10% of Liquid
Assets' total assets in the aggregate. Investments in the securities of other
investment companies may involve duplication of advisory fees and certain other
expenses.
If approved by stockholders, Liquid Assets' Investment Restrictions
would read as follows (new language is underscored and language to be deleted is
in brackets):
The Fund may not:
1[2]. Borrow money, except TO THE EXTENT PERMITTED UNDER THE 1940 ACT
(WHICH CURRENTLY LIMITS BORROWING TO NO MORE THAN 33-1/3% OF THE VALUE OF
THE FUND'S TOTAL ASSETS) [from banks for temporary or emergency (not
leveraging) purposes in an amount up to 5% of the value of the Fund's total
assets (including the amount borrowed) valued at the lesser of cost or
market, less liabilities (not including the amount borrowed) at the time
the borrowing is made].
2[6]. ACT AS UNDERWRITER OF SECURITIES OF OTHER ISSUERS, EXCEPT TO THE
EXTENT THE FUND MAY BE DEEMED AN UNDERWRITER UNDER THE SECURITIES ACT OF
1933, AS AMENDED, BY VIRTUE OF DISPOSING OF PORTFOLIO SECURITIES
[Underwrite the securities of other issuers, purchase securities subject to
restrictions on disposition under the Securities Act of 1933 (so called
"restricted securities") or purchase securities which are not freely
marketable].
3[7]. Purchase or sell real estate, real estate investment trust
securities, commodities, or oil and gas interests.
4[8]. Make loans to others, except through the purchase of debt
obligations and through repurchase agreements referred to in the
Prospectus.
5[9]. Invest more than 15% of its assets in the obligations of any one
bank or invest more than 5% of its assets in the [commercial paper]
OBLIGATIONS of any one issuer, EXCEPT THAT UP TO 25% OF THE VALUE OF THE
FUND'S TOTAL ASSETS MAY BE INVESTED WITHOUT REGARD TO ANY SUCH LIMITATION.
Notwithstanding the foregoing, to the extent required by rules of the SEC,
the Fund will not invest more than 5% of its assets in the obligations of
any one bank.
6[10]. Invest less than 25% of its assets in obligations issued by
banks or invest more than 25% of its assets in the securities of issuers in
any other industry, PROVIDED THAT THERE SHALL BE NO LIMITATION ON THE
PURCHASE OF OBLIGATIONS ISSUED OR GUARANTEED BY THE U.S. GOVERNMENT, ITS
AGENCIES OR INSTRUMENTALITIES. NOTWITHSTANDING THE FOREGOING, FOR TEMPORARY
DEFENSIVE PURPOSES THE FUND MAY INVEST LESS THAN 25% OF ITS ASSETS IN BANK
OBLIGATIONS.
7. PURCHASE SECURITIES ON MARGIN.
8[1]. Purchase common stocks, preferred stocks, warrants, [other
equity securities,] corporate bonds or debentures, state bonds, municipal
bonds or industrial revenue bonds (except through the purchase of debt
obligations referred to in the Prospectus and Statement of Additional
Information).
9[3]. Pledge, HYPOTHECATE, MORTGAGE OR OTHERWISE ENCUMBER ITS ASSETS,
EXCEPT TO THE EXTENT NECESSARY TO SECURE PERMITTED BORROWINGS AND IN
CONNECTION WITH THE PURCHASE OF SECURITIES ON A WHEN-ISSUED OR FORWARD
COMMITMENT BASIS [its assets, except to the extent permitted under the 1940
Act [in an amount up to 15% of the value of its total assets but only to
secure borrowings for temporary or emergency purposes].
10[4]. Sell securities short.
11[5]. Write or purchase put or call options OR COMBINATIONS THEREOF.
12[11]. Invest in companies for the purpose of exercising control.
13[12]. Invest in securities of other investment companies, except TO
THE EXTENT PERMITTED UNDER THE 1940 ACT [as they may be acquired as part of
a merger, consolidation or acquisition of assets].
14. ENTER INTO REPURCHASE AGREEMENTS PROVIDING FOR SETTLEMENT IN MORE
THAN SEVEN DAYS AFTER NOTICE OR PURCHASE OF SECURITIES WHICH ARE ILLIQUID
IF, IN THE AGGREGATE, MORE THAN 10% OF THE VALUE OF THE FUND'S NET ASSETS
WOULD BE SO INVESTED.
Investment Restrictions numbered 1 through 7 would be fundamental
policies that Liquid Assets could not change without approval by the holders of
a majority (as defined in the 1940 Act) of Liquid Assets' outstanding voting
securities. Investment Restrictions numbered 8 through 14 would not be
fundamental policies and could be changed by vote of a majority of Liquid
Assets' Board members at any time. Dreyfus Worldwide Dollar Money Market Fund,
Inc.
Investment Restriction No. 1, proposed to be renumbered as Investment
Restriction No. 8, which prohibits Worldwide Dollar from investing in certain
types of securities, would be amended to delete the prohibition on investing in
"other equity securities," because certain asset-backed securities that are
otherwise eligible to be purchased by Worldwide Dollar may be considered to be
equity securities. This Investment Restriction is not required to be a
fundamental policy and would be designated a non-fundamental policy to give
Worldwide Dollar the flexibility to respond to new investment opportunities that
are consistent with its investment objective and management policies, subject to
prior Board approval. The purpose of renumbering this and certain other policies
is to group the non-fundamental policies at the end of the list of policies.
Investment Restriction No. 2, proposed to be renumbered as Investment
Restriction No. 1, which prohibits Worldwide Dollar from borrowing money, except
from banks for temporary or emergency (not leveraging) purposes in an amount up
to 15% of the value of Worldwide Dollar's total assets and in connection with
the entry into reverse repurchase agreements, would be amended to permit the
Fund to borrow to the extent permitted under the 1940 Act, which permits
borrowing in an amount up to 33-1/3% of the value of the Fund's total assets.
However, Worldwide Dollar currently intends to borrow money only for temporary
or emergency (not leveraging) purposes, in an amount up to 15% of the value of
its total assets, and in connection with the entry into reverse repurchase
agreements.
Investment Restriction No. 3, proposed to be renumbered as Investment
Restriction No. 9, would be designated as a non-fundamental policy. This
Investment Restriction prohibits Worldwide Dollar from pledging, hypothecating,
mortgaging or otherwise encumbering its assets, except to secure borrowings for
temporary or emergency purposes and in connection with the purchase of
securities on a forward commitment basis and the entry into reverse repurchase
agreements, and would be amended to state that Worldwide Dollar may pledge,
hypothecate, mortgage or otherwise encumber its assets to the extent necessary
to secure permitted borrowings and in connection with the purchase of securities
on a when-issued or forward commitment basis.
Investment Restriction No. 4, which prohibits Worldwide Dollar from
selling securities short or purchasing securities on margin, would be split into
two separate investment restrictions _ one, prohibiting Worldwide Dollar from
short-selling, would be numbered Investment Restriction No. 10 and would be
designated as a non-fundamental policy, the other, prohibiting Worldwide Dollar
from purchasing securities on margin, would be numbered Investment Restriction
No. 7 and would be designated as a fundamental policy.
Investment Restriction No. 5, proposed to be renumbered as Investment
Restriction No. 11, which prohibits Worldwide Dollar from writing or purchasing
put or call options or combinations thereof, would be designated as a
non-fundamental policy.
Investment Restriction No. 6, proposed to be renumbered as Investment
Restriction No. 2, which prohibits Worldwide Dollar from acting as underwriter
of securities of other issuers, would be amended to clarify that this
prohibition does not apply to the extent the Fund may be deemed an underwriter
by virtue of disposing of portfolio securities. Without this amendment,
Worldwide Dollar could be unnecessarily restricted in its ability to dispose of
certain portfolio securities.
Investment Restriction No. 11, proposed to be renumbered as Investment
Restriction No. 12, which prohibits Worldwide Dollar from investing in companies
for the purpose of exercising control, would be designated as a non-fundamental
policy.
Investment Restriction No. 12, proposed to be renumbered as Investment
Restriction No. 13, which prohibits Worldwide Dollar from investing in
securities of other investment companies, except as may be acquired as part of a
merger, consolidation or acquisition of assets, would be amended to prohibit
Worldwide Dollar from purchasing securities of other investment companies,
except to the extent permitted under the 1940 Act and would be designated as a
non-fundamental policy. Under the 1940 Act, Worldwide Dollar's investment in
such securities, subject to certain exceptions, would be limited to (i) 3% of
the total voting stock of any one investment company, (ii) 5% of Worldwide
Dollar's total assets with respect to any one investment company and (iii) 10%
of Worldwide Dollar's total assets in the aggregate. Investments in the
securities of other investment companies may involve duplication of advisory
fees and certain other expenses.
If approved by stockholders, Worldwide Dollar's Investment
Restrictions would read as follows (new language is underscored and language to
be deleted is in brackets):
The Fund may not:
1[2]. Borrow money, except TO THE EXTENT PERMITTED UNDER THE 1940 ACT
(WHICH CURRENTLY LIMITS BORROWING TO NO MORE THAN 33-1/3% OF THE VALUE OF
THE FUND'S TOTAL ASSETS) [(i) from banks for temporary or emergency (not
leveraging) purposes in an amount up to 15% of the value of the Fund's
total assets (including the amount borrowed) valued at the lesser of cost
or market, less liabilities (not including the amount borrowed) at the time
the borrowing is made and (ii) in connection with the entry into reverse
repurchase agreements to the extent described in the Prospectus. While
borrowings under (i) above exceed 5% of the value of the Fund's total
assets, the Fund will not make any additional investments].
2[6]. Act as underwriter of securities of other issuers, EXCEPT TO THE
EXTENT THE FUND MAY BE DEEMED AN UNDERWRITER UNDER THE SECURITIES ACT OF
1933, AS AMENDED, BY VIRTUE OF DISPOSING OF PORTFOLIO SECURITIES.
3[7]. Purchase or sell real estate, real estate investment trust
securities, commodities, or oil and gas interests.
4[8]. Make loans to others, except through the purchase of debt
obligations and through repurchase agreements referred to in the
Prospectus, and except that the Fund may lend its portfolio securities in
an amount not to exceed 33-1/3% of the value of its total assets. Any loans
of portfolio securities will be made according to guidelines established by
the Securities and Exchange Commission and the Fund's Board.
5[9]. Invest more than 15% of its assets in the obligations of any one
bank, or invest more than 5% of its assets in the obligations of any other
issuer, except that up to 25% of the value of the Fund's total assets may
be invested without regard to any suc h limitations. Notwithstanding the
foregoing, to the extent required by the rules of the Securities and
Exchange Commission, the Fund will not invest more than 5% of its assets in
the obligations of any one bank.
6[10]. Invest less than 25% of its total assets in securities issued
by banks or invest more than 25% of its assets in the securities of issuers
in any other industry, provided that there shall be no limitation on the
purchase of obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities. Notwithstanding the foregoing, for temporary
defensive purposes the Fund may invest less than 25% of its assets in bank
obligations.
7. PURCHASE SECURITIES ON MARGIN.
8[1]. Purchase common stocks, preferred stocks, warrants, [other
equity securities,] corporate bonds or debentures, state bonds, municipal
bonds or industrial revenue bonds (except through the purchase of debt
obligations referred to in the Prospectus and Statement of Additional
Information).
9[3]. Pledge, hypothecate, mortgage or otherwise encumber its assets,
except TO THE EXTENT NECESSARY TO SECURE PERMITTED BORROWINGS AND IN
CONNECTION WITH THE PURCHASE OF SECURITIES ON A WHEN-ISSUED OR FORWARD
COMMITMENT BASIS [(i) to secure borrowings for temporary or emergency
purposes and (ii) in connection with the purchase of securities on a
forward commitment basis and the entry into reverse repurchase agreements
to the extent described in the Prospectus].
10[4]. Sell securities short [or purchase securities on margin].
11[5]. Write or purchase put or call options or combinations thereof.
12[11]. Invest in companies for the purpose of exercising control.
13[12]. Invest in securities of other investment companies except TO
THE EXTENT PERMITTED UNDER THE 1940 ACT [as they may be acquired as part of
a merger, consolidation or acquisition of assets].
14[13]. Enter into repurchase agreements providing for settlement in
more than seven days after notice or purchase securities which are illiquid
if, in the aggregate, more than 10% of the value of the Fund's net assets
would be so invested.
Investment Restrictions numbered 1 through 7 would be fundamental
policies that Worldwide Dollar could not change without approval by the holders
of a majority (as defined in the 1940 Act) of Worldwide Dollar's outstanding
voting securities. Investment Restrictions numbered 8 through 14 would not be
fundamental policies and could be changed by vote of a majority of Worldwide
Dollar's Board members at any time. Vote Required and Each Board's
Recommendation
For each Money Market Fund, approval of this Proposal, as set forth on
the proxy card, requires the affirmative vote of (a) 67% of the Fund's
outstanding voting securities present at the Meeting, if the holders of more
than 50% of the Fund's outstanding voting securities are present or represented
by proxy, or (b) more than 50% of the Fund's outstanding voting securities,
whichever is less.
EACH MONEY MARKET FUND'S BOARD RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"
APPROVAL OF THE CHANGES TO CERTAIN OF THE FUND'S INVESTMENT RESTRICTIONS.
PROPOSAL 2: APPROVAL OF CHANGES TO CERTAIN OF DREYFUS FUND'S INVESTMENT
TECHNIQUES AND INVESTMENT RESTRICTIONS AND AN AMENDMENT TO DREYFUS
FUND'S ARTICLES OF INCORPORATION WITH RESPECT THERETO ONLY
STOCKHOLDERS OF DREYFUS FUND VOTE ON THIS PROPOSAL.
Introduction
Dreyfus Fund seeks to achieve its primary investment objective of
long-term capital growth consistent with the preservation of capital and its
secondary investment objective of current income principally by investing in
common stocks. If market conditions warrant, Dreyfus Fund may purchase
fixed-income securities, such as preferred stocks, bonds and debentures. Dreyfus
Fund may invest up to 20% of the value of its assets in foreign securities. For
temporary defensive purposes, Dreyfus Fund may invest without limitation in
money market instruments. In addition, Dreyfus Fund may engage in various
investment techniques, such as foreign currency transactions, lending portfolio
securities and, to a limited extent, options transactions as described in its
current Prospectus.
This proposal does not involve any change to Dreyfus Fund's investment
objectives. Dreyfus Fund would continue to invest principally in common stocks
to achieve its objectives. Management believes, however, that Dreyfus Fund's
remaining assets may be invested more effectively if the investment techniques
are broadened to include engaging in options and futures transactions and
short-selling as described below.
Management believes that in a rapidly changing market it is important
for Dreyfus Fund to have greater flexibility in the types of investment
techniques in which it is permitted to engage. By expanding the universe of
investment techniques, management will be given the opportunity to adjust
Dreyfus Fund's portfolio from time to time in such manner as it then deems
appropriate.
This Proposal involves changing Dreyfus Fund's investment techniques
and certain of Dreyfus Fund's investment restrictions relating thereto.
Management also believes it appropriate to modify certain other investment
restrictions (which are fundamental policies) and change certain fundamental
policies to non-fundamental policies.
The 1940 Act requires that a relatively limited number of investment
policies and restrictions be designated as fundamental policies which may not be
changed without stockholder approval. These policies relate to (a) the
classification and subclassification under the 1940 Act within which Dreyfus
Fund may operate, (b) borrowing money, (c) issuing senior securities, (d)
engaging in the business of underwriting securities issued by other persons, (e)
concentrating investments in a particular industry or group of industries, (f)
purchasing and selling real estate or commodities, (g) making loans to other
persons, and (h) changing the nature of the business so as to cease to be an
investment company. When Dreyfus Fund was formed, the Board designated a number
of other policies as fundamental, in large part in response to certain
regulatory requirements (e.g., state regulatory requirements that have since
been repealed or are no longer applicable as a result of the passage of the
National Securities Markets Improvement Act of 1996) or business or industry
conditions that no longer exist, and adopted certain restrictions which now are
believed to be unduly restrictive.
Accordingly, Dreyfus Fund's Board authorized a review of the Fund's
investment restrictions in order to: (i) modernize the Fund's policies that are
required to be fundamental and make them consistent with those of other
investment companies advised by Dreyfus, Dreyfus Fund's investment adviser, (ii)
reclassify as non-fundamental any policies that are not required to be
fundamental under the 1940 Act and (iii) eliminate certain policies previously
required under state securities laws which are no longer in effect.
Non-fundamental policies can be changed by vote of a majority of Dreyfus Fund's
Board members at any time without stockholder approval, subject to compliance
with applicable SEC disclosure requirements.
In addition, when Dreyfus Fund was formed, all of its investment
restrictions were included in its Articles of Incorporation. This is not
required and Dreyfus Fund's management recommends that the Fund's investment
restrictions be deleted from its Articles of Incorporation. Dreyfus Fund would
continue to list its investment restrictions in its Statement of Additional
Information. Deleting Dreyfus Fund's investment restrictions from the Articles
of Incorporation will make it easier for the Fund to change its investment
restrictions in the future in response to changing regulatory requirements or
business or industry conditions, because the most restrictive vote required to
approve any such change without an amendment to the Articles of Incorporation
under the 1940 Act is less than that required for an amendment to the Articles
of Incorporation to reflect such change under Maryland law. As discussed in
Proposal 3, Dreyfus Fund's management recommends making additional changes to
Dreyfus Fund's Articles of Incorporation. The text of Dreyfus Fund's proposed
Amended and Restated Articles of Incorporation is set forth in Exhibit A hereto.
If this Proposal is approved, Dreyfus Fund would be permitted to
engage in the investment techniques described below and in Exhibit B to this
Proxy Statement. In addition, Dreyfus Fund would adopt as fundamental only those
restrictions which are required to be such under the 1940 Act, and the remaining
restrictions would be adopted as non-fundamental policies. Dreyfus Fund's
Articles of Incorporation would be amended to delete only those investment
restrictions which stockholders have voted to change or delete. See "Vote
Required and Board Members' Recommendation" below.
Dreyfus Fund's Board, at a meeting held on May 7, 1998, unanimously
approved changes in Dreyfus Fund's investment techniques and investment
restrictions and the amendment of Dreyfus Fund's Articles of Incorporation and
directed that this Proposal be submitted to stockholders for their approval.
Additional Investment Techniques
If this Proposal is approved, Dreyfus Fund would be permitted to
engage in the following additional investment techniques to achieve its
investment objectives. For a more detailed discussion of the additional
investment techniques and their related risks, see Exhibit B to this Proxy
Statement.
* OPTIONS AND FUTURES TRANSACTIONS. Dreyfus Fund currently may invest up to 2%
of its assets in the purchase of call and put options. Dreyfus Fund proposes to
expand its ability to engage in all types of options transactions, including the
purchase and sale of call or put options with respect to specific securities (or
groups or "baskets" of specific securities) and indices. Dreyfus Fund also
proposes to have the ability to enter into forward contracts, futures contracts,
including those relating to indices, and options on futures contracts or
indices. The principal reason for writing options is to realize income in the
form of premiums. Dreyfus Fund would purchase options and enter into futures
transactions as a substitute for a comparable market position in the underlying
securities or for hedging purposes. * SHORT-SELLING. Dreyfus Fund proposes to
have the ability to engage in short sales transactions in which it sells a
security it does not own in anticipation of a decline in the market value of the
security. To complete the transactions, Dreyfus Fund must borrow the security to
make delivery to the buyer. Corresponding Changes In Investment Restrictions
Listed below is a summary of all of Dreyfus Fund's Investment
Restrictions proposed to be changed under this Proposal.
Investment Restriction No. 1, which prohibits Dreyfus Fund from
borrowing money, except to the extent permitted under the 1940 Act, would be
amended to clarify that the Fund's entry into options, forward contracts,
futures contracts, including those relating to indices, and options on futures
contracts or indices would not constitute borrowing.
Investment Restriction No. 2, which prohibits Dreyfus Fund from
purchasing securities on margin, would be amended to provide that the Fund may
make margin deposits in connection with transactions in options, forward
contracts, futures contracts, including those relating to indices, and options
on futures contracts or indices.
Investment Restriction No. 3, which prohibits Dreyfus Fund from
selling securities short, would be deleted.
Investment Restriction No. 4, proposed to be renumbered as Investment
Restriction No. 3, which prohibits Dreyfus Fund from lending any funds or other
assets, except for purchases of certain debt obligations and loans of portfolio
securities up to 10% of the value of Dreyfus Fund's total assets, would be
amended to provide that Dreyfus Fund may lend its portfolio securities up to
33-1/3% of the value of its total assets.
Investment Restriction No. 5, proposed to be renumbered as Investment
Restriction No. 4, which prohibits Dreyfus Fund from participating in any
underwriting or selling group in connection with the public distribution of
securities, would be amended to prohibit Dreyfus Fund from acting as an
underwriter of securities, except to the extent Dreyfus Fund may be deemed an
underwriter under the Securities Act of 1933, as amended, by virtue of disposing
of portfolio securities.
Without this amendment, Dreyfus Fund could be unnecessarily restricted
in its ability to dispose of certain portfolio securities.
Investment Restriction No. 6, proposed to be renumbered as Investment
Restriction No. 5, which prohibits Dreyfus Fund from investing more than 5% of
the value of its net assets in the securities of any one issuer, except that up
to 25% of the value of its assets may be invested and securities issued or
guaranteed by the U.S. Government, or its agencies or instrumentalities may be
purchased, without regard to such limitation, would not be changed. Dreyfus
Fund's management recommends deleting this Investment Restriction from the
Fund's Articles of Incorporation.
Investment Restriction No. 7, proposed to be renumbered as Investment
Restriction No. 6, which prohibits Dreyfus Fund, with respect to 75% of its
total assets, from holding more than 10% of the voting securities of any one
issuer, would not be changed. Dreyfus Fund's management recommends deleting this
Investment Restriction from the Fund's Articles of Incorporation.
Investment Restriction No. 8, which prohibits Dreyfus Fund from
purchasing from or selling to any of its officers or directors any securities
other than the stock of the Fund, would be deleted. This Investment Restriction
is not necessary because the provisions of the 1940 Act prohibit the Fund from
engaging in certain affiliated transactions, such as those between the Fund and
its officers or directors.
Investment Restriction No. 9, which prohibits Dreyfus Fund from
retaining securities of any issuer if more than a certain percentage of such
issuer's securities is owned by officers or Directors of the Fund, would be
deleted. This Investment Restriction was adopted to comply with certain state
securities law requirements that are no longer in effect.
Investment Restriction No. 10, which prohibits Dreyfus Fund from
investing in other investment companies, subject to certain percentage
limitations permitted under the 1940 Act, would be amended to conform the
language of the restriction to that of other investment companies advised by
Dreyfus and would be designated as a non-fundamental policy.
Investment Restriction No. 11, which prohibits Dreyfus Fund from
investing more than 5% of its assets in unseasoned issuers, would be deleted.
This Investment Restriction was adopted to comply with certain state securities
law requirements that are no longer in effect.
Investment Restriction No. 12, proposed to be renumbered as Investment
Restriction No. 7, which prohibits Dreyfus Fund from investing in real estate,
except for certain real estate investment trusts, would be amended to permit the
Fund to invest in any securities that are secured by real estate or issued by
companies that invest or deal in real estate, including real estate investment
trusts.
Investment Restriction No. 13, proposed to be renumbered as Investment
Restriction No. 8, which prohibits Dreyfus Fund from purchasing or selling
commodities or commodity contracts, would be amended to permit the Fund to
purchase and sell options, forward contracts, futures contracts, including those
relating to indices, and options on futures contracts or indices.
Investment Restriction No. 14, proposed to be renumbered as Investment
Restriction No. 11, which prohibits Dreyfus Fund from investing in companies for
the purpose of management or control, would be designated as a non-fundamental
policy.
Investment Restriction No. 15, proposed to be renumbered as Investment
Restriction No. 9, which prohibits Dreyfus Fund from investing more than 25% of
its assets in any single industry, would be amended to clarify that there shall
be no limitation on the purchase of obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities.
Investment Restriction No. 16, proposed to be renumbered as Investment
Restriction No. 12, which prohibits Dreyfus Fund from pledging, mortgaging or
otherwise encumbering its assets, except to the extent necessary to secure
permitted borrowings, would be amended to permit the Fund to pledge, mortgage or
otherwise encumber its assets to the extent related to the purchase of
securities on a when-issued or forward commitment basis and the deposit of
assets in escrow in connection with writing covered put and call options and
margin arrangements with respect to options, forward contracts, futures
contracts, including those related to indices, and options on futures contracts
or indices.
Investment Restriction No. 17, proposed to be renumbered as Investment
Restriction No. 13, which prohibits Dreyfus Fund from investing more than 10% of
its net assets in illiquid securities, would be amended to permit the Fund to
invest up to 15% of its net assets in such securities.
If approved by stockholders, Dreyfus Fund's Investment Restrictions
would read as follows (new language is underscored and language to be deleted is
in brackets):
The Fund may not:
1. Borrow money, except to the extent permitted under the 1940 Act
(which currently limits borrowing to no more than 33-1/3% of the value of
the Fund's total assets). FOR PURPOSES OF THIS INVESTMENT RESTRICTION, THE
ENTRY INTO OPTIONS, FORWARD CONTRACTS, FUTURES CONTRACTS, INCLUDING THOSE
RELATING TO INDICES, AND OPTIONS ON FUTURES CONTRACTS OR INDICES SHALL NOT
CONSTITUTE BORROWING.
2. Purchase any securities on margin, BUT THE FUND MAY MAKE MARGIN
DEPOSITS IN CONNECTION WITH TRANSACTIONS IN OPTIONS, FORWARD CONTRACTS,
FUTURES CONTRACTS, INCLUDING THOSE RELATING TO INDICES, AND OPTIONS ON
FUTURES CONTRACTS OR INDICES.
[3. Sell any securities short.]
3[4]. MAKE LOANS TO OTHERS, EXCEPT THROUGH THE PURCHASE OF DEBT
OBLIGATIONS AND THE ENTRY INTO REPURCHASE AGREEMENTS. HOWEVER, THE FUND MAY
LEND ITS PORTFOLIO SECURITIES IN AN AMOUNT NOT TO EXCEED 33-1/3% OF THE
VALUE OF ITS TOTAL ASSETS. ANY LOANS OF PORTFOLIO SECURITIES WILL BE MADE
ACCORDING TO GUIDELINES ESTABLISHED BY THE SECURITIES AND EXCHANGE
COMMISSION AND THE FUND'S BOARD [Lend any funds or other assets. This shall
not prevent the purchase of a portion of an issue of publicly distributed
bonds, debentures or other evidences of indebtedness of corporations, or
the purchase of bankers' acceptances and commercial paper of corporations
listed on the New York Stock Exchange or their subsidiaries. However, the
Fund may lend securities to broker-dealers or other institutional
investors, but only when the borrower pledges cash collateral to the Fund
and agrees to maintain such collateral so that it amounts at all times to
at least 100% of the value of the securities loaned. Such loans will not be
made if, as a result, the aggregate value of the securities loaned exceeds
10% of the value of the Fund's total assets].
4[5]. ACT AS AN UNDERWRITER OF SECURITIES OF OTHER ISSUERS, EXCEPT TO
THE EXTENT THE FUND MAY BE DEEMED AN UNDERWRITER UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, BY VIRTUE OF DISPOSING OF PORTFOLIO SECURITIES
[Participate in any underwriting or selling group in connection with the
public distribution of securities, except for its own capital stock].
5[6]. Invest more than 5% of the market value of its net assets in the
securities of any one issuer, except that up to 25% of the value of the
Fund's total assets may be invested, and securities issued or guaranteed by
the U.S. Government, or its agencies or instrumentalities may be purchased,
without regard to such limitation.
6[7]. Hold more than 10% of the voting securities of any one issuer.
This restriction applies only with respect to 75% of the Fund's total
assets.
7[12]. PURCHASE, HOLD OR DEAL IN REAL ESTATE, BUT THE FUND MAY
PURCHASE AND SELL SECURITIES THAT ARE SECURED BY REAL ESTATE OR ISSUED BY
COMPANIES THAT INVEST OR DEAL IN REAL ESTATE OR REAL ESTATE INVESTMENT
TRUSTS [Lease, acquire or hold real estate, except for office purposes.
This limitation, however, shall not prevent the Fund from investing in
securities issued by a real estate investment trust, provided that such
trust is not permitted to invest in real estate or interests in real estate
other than mortgages or other security interests].
8[13]. Purchase and sell commodities [or commodity contracts], EXCEPT
THAT THE FUND MAY PURCHASE AND SELL OPTIONS, FORWARD CONTRACTS, FUTURES
CONTRACTS, INCLUDING THOSE RELATING TO INDICES, AND OPTIONS ON FUTURES
CONTRACTS OR INDICES.
9[15]. INVEST MORE THAN 25% OF THE VALUE OF ITS TOTAL ASSETS IN THE
SECURITIES OF ISSUERS IN ANY SINGLE INDUSTRY, PROVIDED THAT THERE SHALL BE
NO LIMITATION ON THE PURCHASE OF OBLIGATIONS ISSUED OR GUARANTEED BY THE
U.S. GOVERNMENT, ITS AGENCIES OR INSTRUMENTALITIES [Invest in a particular
industry if any such investment would result in the Fund holding more than
25% of the value of its assets in any single industry].
[8. Purchase from or sell to any of its officers or directors, or
firms of which any of them are members, any securities (other than capital
stock of the Fund), but such persons or firms may act as brokers for the
Fund for customary commissions.]
[9. Retain securities of any issuer in which those officers or
directors of the Fund who beneficially own more than 1\2 of 1% of the
securities of the issuer together own more than 5% of the securities of the
issuer.]
10. Purchase any securities issued by any investment company, except
TO THE EXTENT PERMITTED UNDER THE 1940 ACT [in connection with a merger,
consolidation, acquisition or reorganization, if more than 10% of the
market value of the Fund's total assets would be invested in securities of
other investment companies, more than 5% of the market value of the Fund's
total assets would be invested in the securities of any one investment
company or the Fund would own more than 3% of the total voting stock of any
one investment company. This limitation, however, shall not prevent the
Fund from investing in securities issued by a real estate investment trust,
provided that such trust is not permitted to invest in real estate or
interests in real estate other than mortgages or other security interests].
[11. Purchase the securities of any issuer the business of which has
been in continuous operation for less than three years if such purchase
would cause the Fund's investments in such issuers to exceed 5% of the
market value of the Fund's net assets.]
11[14]. Invest in the securities of a company for the purpose of
management or the exercise of control, but the Fund votes the securities it
owns in its portfolio as a shareholder in accordance with its own views.
12[16]. Pledge, mortgage, hypothecate or otherwise encumber its
assets, except to the extent necessary to secure permitted borrowings AND
TO THE EXTENT RELATED TO THE PURCHASE OF SECURITIES ON A WHEN-ISSUED OR
FORWARD COMMITMENT BASIS AND THE DEPOSIT OF ASSETS IN ESCROW IN CONNECTION
WITH WRITING COVERED PUT AND CALL OPTIONS AND COLLATERAL AND INITIAL OR
VARIATION MARGIN ARRANGEMENTS WITH RESPECT TO OPTIONS, FORWARD CONTRACTS,
FUTURES CONTRACTS, INCLUDING THOSE RELATING TO INDICES, AND OPTIONS ON
FUTURES CONTRACTS OR INDICES.
13[17]. Enter into repurchase agreements providing for settlement in
more than seven days after notice or purchase securities which are illiquid
if, in the aggregate, more than 15% [10%] of the value of the Fund's net
assets would be so invested.
Investment Restrictions numbered 1 through 9 would be fundamental
policies that Dreyfus Fund could not change without approval by the holders of a
majority (as defined in the 1940 Act) of Dreyfus Fund's outstanding voting
securities. Investment Restrictions numbered 10 through 13 would not be
fundamental policies and could be changed by vote of a majority of Dreyfus
Fund's Board members at any time.
Vote Required and Board's Recommendation
Approval of this Proposal, as set forth on the proxy card, requires
the affirmative vote of the holders of a majority of Dreyfus Fund's outstanding
stock. Dreyfus Fund's Articles of Incorporation will be amended to delete only
those investment restrictions that stockholders have voted to change or delete.
DREYFUS FUND'S BOARD RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE FOREGOING
PROPOSAL
PROPOSAL 3: TO APPROVE AN AMENDMENT AND RESTATEMENT OF DREYFUS FUND'S
CHARTER
ONLY STOCKHOLDERS OF DREYFUS FUND VOTE ON THIS PROPOSAL.
Dreyfus Fund's Board has approved and recommends that stockholders
approve a comprehensive amendment and restatement of the Fund's Articles of
Incorporation, as amended (the "Charter"). A copy of the proposed amendment and
restatement in the form being presented for approval, and as approved by the
Fund's Board, is set forth as Exhibit A to this Proxy Statement. Certain
material differences between the Proposal and the existing Charter are described
below. Dreyfus Fund's Board believes that the proposed amendment and restatement
of the Fund's Charter is in the best interests of the Fund and stockholders.
(a) Issuance of Additional Classes or Series of Shares
Dreyfus Fund's Charter currently provides for the issuance of one
class of shares with each share representing an equal proportionate interest in
the Fund. The Fund's Board recommends that Article FIFTH of the Charter be
amended to permit the Board, without further stockholder action, to cause to be
issued one or more additional classes or series of shares having such
preferences or special or relative rights and privileges as the Board may
determine, to the extent permitted under the 1940 Act.
Currently, Dreyfus Fund has no intention of issuing additional classes
or series of shares. The purpose of the amendment would be to permit the Fund,
at some point in the future, to take advantage of alternative methods of selling
Fund shares. These alternatives methods would (i) enable investors to choose the
purchasing method which best suits their individual situation, thereby
encouraging current stockholders to make additional investments in the Fund and
attracting new investors and assets to the Fund thus benefiting stockholders by
increasing investment flexibility for the Fund and reducing operating expense
ratios due to economies of scale; (ii) facilitate distribution of the Fund's
shares; and (iii) maintain the competitive position of the Fund in relation to
other funds that have implemented or are seeking to implement similar
distribution arrangements.
* * *
Each of the remaining changes described below is being made to
standardize the provisions of Dreyfus Fund's Charter with those of other funds
in the Dreyfus Family of Funds that are organized as Maryland corporations.
(b) Corporate Purposes and Powers
The purposes for which Dreyfus Fund was formed are described in
Article THIRD of the current Charter. The proposed amendment would generally
modernize and expand the description of Dreyfus Fund's business purpose to
include certain instruments which are currently available for investment by the
Fund. The amendment would not affect Dreyfus Fund's investment objectives or
management policies. The amendment, however, would give Dreyfus Fund the
flexibility to take advantage of investment opportunities currently available
and those which may be available in the future. In addition, if Proposal 2 is
approved, the investment restrictions set forth in Article THIRD of the current
Charter would be deleted.
(c) Par Value
The Fund's shares currently have a par value of $1.00 per share. The
proposed amendment to Article FIFTH would reduce the par value to $.001 per
share. Such reduction in the par value would make it less costly for Dreyfus
Fund to increase its authorized shares in the future because the fee imposed by
Maryland authorities on increases in the Fund's authorized shares is based on
its aggregate par value. The reduction in par value would have the effect of
reducing the Fund's stated capital with a commensurate increase in its capital
surplus.
(d) Quorum
The Board recommends amending the Charter to provide that the presence
in person or by proxy of the holders of one-third of the shares of Dreyfus
Fund's stock entitled to vote would constitute a quorum at any meeting of
stockholders. Currently, the Charter is silent as to quorum. Under Maryland law,
unless the charter of a corporation provides otherwise, a majority of all votes
entitled to be cast at a stockholders' meeting constitutes a quorum.
Establishing that one-third of Dreyfus Fund's outstanding shares constitutes a
quorum should enable the Fund to conduct future stockholders' meetings without
incurring the increased burden and expense of soliciting votes from at least a
majority of the Fund's shares in order to achieve a quorum. The amendment would
not affect the number of votes required to adopt proposals under Maryland law or
the 1940 Act.
(e) Liability and Indemnification of Board Members and Officers
After Dreyfus Fund was organized, the Maryland General Corporation Law
was revised to permit a Maryland corporation to limit the liability of its Board
members and officers under certain circumstances and to broaden the
indemnification which a Maryland corporation may make available to its Board
members and officers. Dreyfus Fund's Board has approved and recommends that
stockholders approve an amendment to the Fund's Charter to reflect current
Maryland law.
Maryland law is similar to the laws of most other states, including
Delaware, which permits limitation of the risk of personal liability of
corporate directors and, in many cases, officers. These laws respond to concerns
about increased litigation against corporate directors and officers and
resulting increased cost and limited availability of liability insurance for
directors and officers. Concerns also have been raised about the willingness of
qualified persons to serve as directors and officers and the potential for
adverse effects on decision making by persons who serve as directors and
officers.
The proposed amendment to the Charter would provide that to the
fullest extent permitted by Maryland law, but subject to the provisions of the
1940 Act and related limitations described below, no Board member or officer of
Dreyfus Fund shall have any liability to the Fund or its stockholders for money
damages. The proposed amendment would not protect or purport to protect any
Board member or officer of Dreyfus Fund (i) against any liability for
noncompliance with any provision of the Securities Act of 1933, as amended (the
"Securities Act"), or the 1940 Act or of any valid rule, regulation or order of
the SEC under said Acts, or (ii) against any liability to the Fund or its
stockholders to which such director or officer would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his office ("disabling conduct"). The
1940 Act provides that the articles of incorporation of an investment company
may not contain any provision which so protects or purports to protect any
director or officer of an investment company with respect to such disabling
conduct. The proposed amendment also would require that, subject to the
provisions of the 1940 Act and such provisions with respect to disabling
conduct, Dreyfus Fund indemnify and advance expenses to its Board members and
officers to the fullest extent that indemnification of directors is permitted by
Maryland law. The amendment would amend the existing Article SEVENTH of the
Charter with respect to indemnification and advances.
If the proposed amendment is approved by stockholders, Dreyfus Fund's
Board members and officers would continue to have personal liability for damages
in suits brought by or on behalf of the Fund in circumstances in which the
Maryland General Corporation Law, the 1940 Act or Securities Act does not permit
their personal liability to be limited, as follows: (a) under the Maryland
General Corporation Law, to the extent that (i) it is proved that a director or
officer received an improper benefit or profit in money, property or services,
for the amount of such improper benefit or profit, or (ii) a judgment or other
final adjudication adverse to a director or officer is entered in a proceeding
based on a finding that his action or failure to act was the result of active
and deliberate dishonesty and was material to the cause of action adjudicated in
the proceeding; and (b) under the 1940 Act or the Securities Act, to the extent
that such proposed amendment would be effective to (i) require a waiver of
compliance with any provision of the 1940 Act or the Securities Act or of any
valid rule, regulation or order of the SEC under those Acts, or (ii) protect or
purport to protect any Board member or officer of the Fund against any liability
to the Fund or its stockholders to which he or she would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his or her office. In circumstances in
which the personal liability of Board members and officers is limited, claims
made by or on behalf of the Fund against them would be limited to equitable
remedies such as injunction.
The proposed amendment would apply only to claims against a Board
member or officer arising out of his or her role as a Board member or officer,
not to his or her responsibilities under other laws. It will not limit possible
liability to third parties (acting in a capacity other than as a stockholder)
under tort or contract law, and will not apply with respect to events or
omissions occurring prior to February 8, 1988, the effective date of the revised
Maryland law.
Under Maryland law, indemnification against judgments, penalties,
fines, settlements and reasonable expenses may be available to a Board member
unless the act or omission was material to the cause of action, and was
committed in bad faith or was the result of active and deliberate dishonesty, or
the individual received an improper personal benefit (or, in a criminal case,
had reasonable cause to believe that his act or omission was unlawful).
Indemnification may be made against amounts recoverable by settlement of suits
brought by or in the right of a corporation, except where the individual is
adjudged liable to the corporation. The termination of a civil proceeding by
judgment, order or settlement does not create a presumption that the requisite
standard of conduct was not met. The law also provides that a corporation, in
addition to providing insurance, may fund its indemnification obligations with
trust funds, letters of credit or surety bonds. Advances of reasonable expenses
by a corporation in the course of litigation will be permitted (upon the
undertaking of the director to repay such sums if indemnification is ultimately
denied and a written affirmation of the director's good faith belief that the
standard of conduct necessary for indemnification has been met) without a
preliminary determination as to the ultimate entitlement of the director to be
indemnified. Officers will be indemnified and advanced reasonable expenses to
the same extent as directors and may be indemnified to such further extent as is
consistent with law. Other employees and agents may be indemnified and advanced
expenses to such extent as is consistent with law.
As discussed above, the SEC's Division of Investment Management is of
the view that an indemnification provision in an investment company's articles
of incorporation or by-laws would not violate the relevant provisions of the
1940 Act if (a) it precludes indemnification for any liability, whether or not
there is an adjudication of liability, arising by reason of disabling conduct,
and (b) it sets forth "reasonable and fair means" for determining whether
indemnification shall be made. Dreyfus Fund's By-Laws currently provide that
indemnification shall be made only following: (a) a final decision on the merits
by a court or other body before whom the proceeding was brought that the person
to be indemnified was not liable by reason of disabling conduct, or (b) in the
absence of such a decision, a reasonable determination, based upon a review of
the facts, that the person to be indemnified was not liable by reason of
disabling conduct by (i) vote of a majority of a quorum of the Board members of
the Fund who are neither "interested persons" of the Fund as defined in Section
2(a)(19) of the 1940 Act, nor parties to the proceeding ("disinterested
non-party directors"), or (ii) an independent legal counsel in a written
opinion. In addition, pursuant to the view of the SEC's Division of Investment
Management, Dreyfus Fund's By-Laws currently provide that the Fund may make
advances to a current or former Board member or officer of the Fund claiming
indemnification for payment of the reasonable expenses incurred by him in
conjunction with proceedings to which he is a party, provided that, among other
things, the person seeking indemnification shall provide to the Fund a written
undertaking to repay any such advance if it should ultimately be determined that
the standard of conduct necessary for indemnification has not been met, and
provided further that at least one of the following additional conditions is
met: (a) the person seeking indemnification shall provide security in form and
amount acceptable to the Fund for his undertaking; (b) the Fund is insured
against losses arising by reason of any lawful advance; or (c) a majority of the
disinterested non-party Board members of the Fund, or independent legal counsel
in a written opinion, shall determine that, based on a review of facts readily
available to the Fund at the time the advance is proposed to be made, there is
reason to believe that the person seeking indemnification ultimately will be
found to be entitled to indemnification.
It is expected that Dreyfus Fund's By-Laws will continue to contain
these limitations and conditions with respect to indemnification of, and payment
of advances to, current and former directors and officers.
If Maryland law is subsequently amended so as to permit further
limitation of the monetary liability of Board members and officers, then under
the proposed amendment such liability will be limited to the fullest extent
permitted (but subject to the limitations described above with respect to the
Securities Act, the 1940 Act and disabling conduct by a director or officer)
without further action by the Fund's stockholders. Dreyfus Fund is not aware of
any proposed or anticipated changes to Maryland law which would affect the
personal liability or indemnification of Board members or officers of Maryland
corporations. The proposed amendment to the Charter would assure Board members
and officers that its protections could not subsequently be withdrawn with
respect to actions arising from events or omissions occurring prior to
withdrawal.
Under the new provisions, in certain circumstances, Dreyfus Fund and
its stockholders will lose the right to recover monetary damages from directors
and officers who might otherwise have been found liable. In addition, Board
members and officers may be entitled to more liberal indemnification from the
Fund in suits brought by or in the right of the Fund. To the extent that certain
claims against Board members and officers involving a breach of duty are limited
to equitable remedies, the proposed amendment may result in a reduced likelihood
of derivative litigation and may discourage the initiation of suits against
Board members and officers for breach of their duty of care.
As to the indemnification provisions described above, it is the
opinion of the SEC that, insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and certain
others, such indemnification is against public policy and is unenforceable.
No litigation of the type covered by the proposed amendment is
currently pending or threatened against any Board member or officer of Dreyfus
Fund. No occasion has arisen in which Dreyfus Fund was required to pay any
amount in indemnification of any Board member or officer of the Fund. In
addition, although Dreyfus Fund has not experienced difficulty in attracting and
retaining highly qualified Board members and officers, the Board believes that
the proposed amendment will enhance its ability to attract and retain such Board
members and officers in the future.
The Board believes that, in view of the proliferation of litigation
against corporate directors and officers in which difficult business judgments
are tested with the benefit of hindsight, and the need to attract and retain
corporate directors and officers who can make significant corporate decisions in
the best interest of the Fund with the reduced threat of personal liability, the
proposed amendment is in the best interest of the Fund and its stockholders.
Although the current Board members of the Fund may personally benefit from the
adoption of this proposed amendment and are thus subject to a conflict of
interest in proposing its approval, the Board believes, for the reasons stated
above, that approval of this proposed amendment is in the best interest of the
Fund and its stockholders.
(f) Valuation of Fund Assets
The Fund's Charter currently provides that the total value of Fund
assets be determined for purposes of the Charter on the basis of market value
for securities and fair value for all other assets. The Fund's Board believes
that this provision is unnecessary in light of similar requirements under the
Act and recommends deleting it. Required Vote and Board's Recommendation
Approval of this Proposal requires the affirmative vote of the holders
of a majority of Dreyfus Fund's outstanding stock. If stockholders of the Fund
do not approve the proposed Charter amendment and restatement, then the Fund's
existing Charter will remain in effect, subject to approval of the Charter
amendments discussed in Proposals 2 and 4.
DREYFUS FUND'S BOARD RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" APPROVAL OF THE
AMENDMENT AND RESTATEMENT OF THE FUND'S CHARTER
PROPOSAL 4: TO AMEND EACH FUND'S ARTICLES OF INCORPORATION TO PERMIT THE
FUND TO IMPOSE A SERVICE FEE ON CERTAIN SMALL ACCOUNTS BY REDEEMING
SHARES FROM THE RELEVANT STOCKHOLDER ACCOUNTS.
Over the past several years, there has been an increase in the mutual
fund industry in the number of stockholder accounts with small account balances.
These small accounts are contributing to higher fund expenses for all
stockholders of mutual funds because of their disproportionately high
administrative and recordkeeping costs. As a result, several of the major
investment company complexes have imposed a nominal service fee on small balance
accounts as a means of reducing the costs to the fund associated with
maintaining small accounts, and to encourage stockholders to increase their
account size or consolidate several small accounts.
Management of each Fund believes it is in the best interests of
stockholders if the Fund were permitted to impose an annual service fee (the
"Service Fee") on small balance accounts. It is contemplated that the Service
Fee, if imposed by the Fund, would be approximately $12 per year. The Service
Fee would be retained by the Fund to help defray the costs to the Fund of
maintaining accounts having small balances. Currently it is contemplated that
the Service Fee, if imposed by the Fund, would be imposed on stockholder
accounts with a balance under $2,000 (the "Minimum Balance Requirement"),
although the Fund's Board, from time to time, may fix another minimum account
balance or Service Fee. The Service Fee would not apply to IRAs and other
fiduciary accounts. The Service Fee would be waived for any stockholder whose
aggregate Dreyfus mutual fund investments total $25,000 or more. Accounts
employing automatic investing (e.g., payroll deduction, automatic purchase from
a bank account, etc.) also would be exempt from the Service Fee.
Stockholders would be provided at least 60 days' prior written notice
to (i) increase the balance in an account or consolidate several small accounts
to meet the Minimum Balance Requirement, (ii) enroll in an automatic investment
program, or (iii) redeem their account. If one of these steps were not taken by
the stockholder, the Fund's transfer agent would automatically redeem an amount
of shares from the stockholder's account to pay for the Service Fee.
Each Fund's Board has proposed an amendment to the Fund's Articles of
Incorporation to permit the Fund to impose the Service Fee by redeeming shares
from stockholder accounts having a balance under the Minimum Balance
Requirement. The text of each amendment is set forth in Exhibit C hereto.
Subject to stockholder approval, each Fund's Board approved this
amendment at a meeting held on May 7, 1998. The Board members of each Fund
believe that approval of the proposed amendment is in the best interests of the
Fund and its stockholders.
Vote Required and Each Board's Recommendation
For each Fund, approval of this Proposal requires the affirmative vote
of a majority of the Fund's outstanding stock.
EACH FUND'S BOARD RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
AMENDMENT TO THE FUND'S ARTICLES OF INCORPORATION.
ADDITIONAL INFORMATION
Dreyfus, located at 200 Park Avenue, New York, New York 10166, serves
as each Fund's investment adviser.
Premier Mutual Fund Services, Inc., with principal offices at 60 State
Street, Boston, Massachusetts 02109, serves as each Fund's distributor.
Dreyfus Transfer, Inc., a wholly-owned subsidiary of Dreyfus, P.O. Box
9671, Providence, Rhode Island 02940-9671, serves as each Fund's transfer and
dividend disbursing agent.
The Bank of New York, 90 Washington Street, New York, New York 10286,
acts as custodian of Liquid Assets' and Worldwide Dollar's investments. Mellon
Bank, N.A., Dreyfus' parent, One Mellon Bank Center, Pittsburgh, Pennsylvania
15258, acts as custodian of Dreyfus Fund's investments.
VOTING INFORMATION
Each Fund will bear its pro rata share of the cost of soliciting
proxies. In addition to the use of the mails, proxies may be solicited
personally, by telephone or by telegraph, and each Fund may pay persons holding
Fund shares in their names or those of their nominees for their expenses in
sending soliciting materials to their principals. Each Fund may retain an
outside firm to assist in the solicitation of proxies primarily by contacting
stockholders by telephone and telegram, which would cost approximately $100,000
and would be borne pro rata among the Funds. Authorizations to execute proxies
may be obtained by telephonic or electronically transmitted instructions in
accordance with procedures designed to authenticate the stockholder's identity.
In all cases where a telephonic proxy is solicited, the stockholder will be
asked to provide his or her address, social security number (in the case of an
individual) or taxpayer identification number (in the case of a non-individual)
and the number of shares owned and to confirm that the stockholder has received
the Fund's proxy statement and proxy card in the mail. Within 72 hours of
receiving a stockholder's telephonic or electronically transmitted voting
instructions, a confirmation will be sent to the stockholder to ensure that the
vote has been taken in accordance with the stockholder's instructions and to
provide a telephone number to call immediately if the stockholder's instructions
are not correctly reflected in the confirmation. Any stockholder giving a proxy
may revoke it at any time before it is exercise d by submitting to the Fund a
written notice of revocation or a subsequently executed proxy or by attending
the meeting and voting in person.
If a proxy is properly executed and returned accompanied by
instructions to withhold authority to vote, represents a broker "non-vote" (that
is, a proxy from a broker or nominee indicating that such person has not
received instructions from the beneficial owner or other person entitled to vote
Fund shares on a particular matter with respect to which the broker or nominee
does not have a discretionary power) or is marked with an abstention
(collectively, "abstentions"), the Fund shares represented thereby will be
considered to be present at the Meeting for purposes of determining the
existence of a quorum for the transaction of business. Abstentions will not
constitute a vote in favor of a Proposal. For this reason, abstentions will have
the effect of a "no" vote for the purpose of obtaining requisite approval for
the Proposals.
If a quorum is not present at the Meeting, or if a quorum is present
but sufficient votes to approve a Proposal are not received, the persons named
as proxies may propose one or more adjournments of the Meeting to permit further
solicitation of proxies. In determining whether to adjourn the Meeting, the
following factors may be considered: the nature of the Proposal, the percentage
of favorable votes actually cast, the percentage of negative votes actually
cast, the nature of any further solicitation and the information to be provided
to stockholders with respect to the reasons for the solicitation. Any
adjournment will require the affirmative vote of a majority of those shares
affected by the adjournment that are represented at the Meeting in person or by
proxy. A stockholder vote may be taken for one or more of the Proposals in this
Proxy Statement prior to any adjournment if sufficient votes have been received
for approval. If a quorum is present, the persons named as proxies will vote
those proxies which they are entitled to vote "FOR" the Proposals in favor of
such adjournment, and will vote those proxies required to be voted "AGAINST" the
Proposals against any adjournment. A quorum is constituted with respect to each
of Liquid Assets and Dreyfus Fund by the presence in person or by proxy of the
holders of at least a majority of the Fund's outstanding stock entitled to vote
at the Meeting. A quorum is constituted with respect to Worldwide Dollar by the
presence in person or by proxy of the holders of at least one third of the
Fund's outstanding stock entitled to vote at the Meeting.
OTHER MATTERS
Each Fund's Board is not aware of any other matters which may come
before the Meeting. However, should any such matters properly come before the
Meeting, it is the intention of the persons named in the accompanying form of
proxy to vote the proxy in accordance with their judgment on such matters.
NOTICE TO BANKS, BROKER/DEALERS AND VOTING TRUSTEES AND THEIR NOMINEES
Please advise the appropriate Fund, in care of Dreyfus Transfer, Inc.,
P.O. Box 9671, Providence, Rhode Island 02940-9671, whether other persons are
the beneficial owners of Fund shares for which proxies are being solicited from
you, and, if so, the number of copies of this Proxy Statement and other
soliciting material you wish to receive in order to supply copies to the
beneficial owners of shares.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, STOCKHOLDERS WHO
DO NOT EXPECT TO ATTEND THE MEETING(S) IN PERSON ARE URGED TO COMPLETE, SIGN,
DATE AND RETURN EACH PROXY CARD IN THE ENCLOSED STAMPED ENVELOPE.
Dated: June 19, 1998
<PAGE>
[This Page Intentionally Left Blank]
<PAGE>
EXHIBIT A
ARTICLES OF AMENDMENT AND RESTATEMENT
OF
THE DREYFUS FUND INCORPORATED
FIRST: We, the subscribers hereto, Ernest L. Godshalk, Jr., Lincoln C.
Brownell and Joseph L. Broderick, the post office address of all of whom is 48
Wall Street, New York, N.Y., and all of whom are adult persons of full legal
age, do hereby associate ourselves with the intention of forming a corporation
under and by virtue of the general laws of the State of Maryland authorizing the
formation of corporations.
SECOND: The name of the corporation (hereinafter called the
"corporation") is The Dreyfus Fund Incorporated.
THIRD: The corporation is formed for the following purpose or
purposes:
(a) to conduct, operate and carry on the business of an investment
company;
(b) to subscribe for, invest in, reinvest in, purchase or otherwise
acquire, hold, pledge, sell, assign, transfer, lend, write options on, exchange,
distribute or otherwise dispose of and deal in and with securities of every
nature, kind, character, type and form, including without limitation of the
generality of the foregoing, all types of stocks, shares, futures contracts,
bonds, debentures, notes, bills and other negotiable or non-negotiable
instruments, obligations, evidences of interest, certificates of interest,
certificates of participation, certificates, interests, evidences of ownership,
guarantees, warrants, options or evidences of indebtedness issued or created by
or guaranteed as to principal and interest by any state or local government or
any agency or instrumentality thereof, by the United States Government or any
agency, instrumentality, territory, district or possession thereof, by any
foreign government or any agency, instrumentality, territory, district or
possession thereof, by any corporation organized under the laws of any state,
the United States or any territory or possession thereof or under the laws of
any foreign country, bank certificates of deposit, bank time deposits, bankers'
acceptances and commercial paper; to pay for the same in cash or by the issue of
stock, including treasury stock, bonds or notes of the corporation or otherwise;
and to exercise any and all rights, powers and privileges of ownership or
interest in respect of any and all such investments of every kind and
description, including without limitation, the right to consent and otherwise
act with respect thereto, with power to designate one or more persons, firms,
associations or corporations to exercise any of said rights, powers and
privileges in respect of any said instruments;
(c) to borrow money or otherwise obtain credit and to secure the same
by mortgaging, pledging or otherwise subjecting as security the assets of the
corporation;
(d) to issue, sell, repurchase, redeem, retire, cancel, acquire, hold,
resell, reissue, dispose of, transfer, and otherwise deal in, shares of stock of
the corporation, including shares of stock of the corporation in fractional
denominations, and to apply to any such repurchase, redemption, retirement,
cancellation or acquisition of shares of stock of the corporation any funds or
property of the corporation whether capital or surplus or otherwise, to the full
extent now or hereafter permitted by the laws of the State of Maryland;
(e) to conduct its business, promote its purposes and carry on its
operations in any and all of its branches and maintain offices both within and
without the State of Maryland, in any States of the United States of America, in
the District of Columbia and in any other parts of the world; and
(f) to do all and everything necessary, suitable, convenient, or
proper for the conduct, promotion and attainment of any of the businesses and
purposes herein specified or which at any time may be incidental thereto or may
appear conducive to or expedient for the accomplishment of any of such
businesses and purposes and which might be engaged in or carried on by a
corporation incorporated or organized under the Maryland General Corporation
Law, and to have and exercise all of the powers conferred by the laws of the
State of Maryland upon corporations incorporated or organized under the Maryland
General Corporation Law.
The foregoing provisions of this Article THIRD shall be construed both
as purposes and powers and each as an independent purpose and power. The
foregoing enumeration of specific purposes and powers shall not be held to limit
or restrict in any manner the purposes and powers of the corporation, and the
purposes and powers herein specified shall, except when otherwise provided in
this Article THIRD, be in no wise limited or restricted by reference to, or
inference from, the terms of any provision of this or any other Article of these
Articles of Incorporation; provided, that the corporation shall not conduct any
business, promote any purpose, or exercise any power or privilege within or
without the State of Maryland which, under the laws thereof, the corporation may
not lawfully conduct, promote, or exercise.
FOURTH: The post office address of the principal office of the
corporation within the State of Maryland, and the name and address of the
resident agent of the corporation within the State of Maryland, is The
Corporation Trust Incorporated, a Maryland corporation, 300 East Lombard Street,
Baltimore, Maryland 21202.
FIFTH: (1) The total number of shares of stock which the corporation
has authority to issue is five hundred million (500,000,000) shares of Common
Stock, all of which are of a par value of one tenth of one cent ($.001) each.
(2) The aggregate par value of all the authorized shares of stock is
five hundred thousand dollars ($500,000.00).
(3) The Board of Directors of the corporation is authorized, from time
to time, to fix the price or the minimum price or the consideration or minimum
consideration for, and to authorize the issuance of, the shares of stock of the
corporation and securities convertible into shares of stock of the corporation.
(4) The Board of Directors of the corporation is authorized, from time
to time, to classify or to reclassify, as the case may be, any unissued shares
of stock of the corporation by setting or changing the preferences, conversion
or other rights, voting powers, restrictions, limitations as to dividends,
qualifications and terms or conditions of redemption of the stock.
(5) Subject to the power of the Board of Directors to classify and
reclassify unissued shares, the shares of each class of stock of the corporation
shall have the following preferences, conversion and other rights, voting
powers, restrictions, limitations as to dividends, qualifications and terms and
conditions of redemption:
(a) (i) All consideration received by the corporation for the issuance
or sale of shares of any class together with all income, earnings, profits and
proceeds thereof, shall irrevocably belong to such class for all purposes,
subject only to the rights of creditors and to the effect of the conversion of
shares of any class of stock into another class of stock of the corporation, and
are herein referred to as "assets belonging to" such class.
(ii) The assets belonging to such class shall be charged with the
liabilities of the corporation in respect of such class and with such class's
share of the general liabilities of the corporation, in the latter case in
proportion that the net asset value of such class bears to the net asset value
of all classes or in such other manner as may be determined by the Board of
Directors in accordance with law. The determination of the Board of Directors
shall be conclusive as to the allocation of liabilities, including accrued
expenses and reserves, to a class.
(iii) Dividends or distributions on shares of each class, whether
payable in stock or cash, shall be paid only out of earnings, surplus or other
assets belonging to such class.
(iv) In the event of the liquidation or dissolution of the
corporation, stockholders of each class shall be entitled to receive, as a
class, out of the assets of the corporation available for distribution to
stockholders, the assets belonging to such class and the assets so distributable
to the stockholders of such class shall be distributed among such stockholders
in proportion to the number of shares of such class held by them.
(b) A class may be invested with one or more other classes in a common
investment portfolio. Notwithstanding the provisions of paragraph (5)(a) of this
Article FIFTH, if two or more classes are invested in a common investment
portfolio, the shares of each such class of stock of the corporation shall be
subject to the following preferences, conversion and other rights, voting
powers, restrictions, limitations as to dividends, qualifications and terms and
conditions of redemption, and, if there are other classes of stock invested in a
different investment portfolio, shall also be subject to the provisions of
paragraph (5)(a) of this Article FIFTH at the portfolio level as if the classes
invested in the common investment portfolio were one class:
(i) The income and expenses of the investment portfolio shall be
allocated among the classes invested in the investment portfolio in accordance
with the number of shares outstanding of each such class or as otherwise
determined by the Board of Directors in accordance with law.
(ii) As more fully set forth in this paragraph (5)(b) of Article
FIFTH, the liabilities and expenses of the classes invested in the same
investment portfolio shall be determined separately from those of each other
and, accordingly, the net asset value, the dividends and distributions payable
to holders, and the amounts distributable in the event of liquidation of the
corporation to holders of shares of the corporation's stock may vary from class
to class invested in the same investment portfolio. Except for these differences
and certain other differences set forth in this paragraph (5) of Article FIFTH
or elsewhere in these Articles of Incorporation, the classes invested in the
same investment portfolio shall have the same preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends, qualifications
and terms and conditions of redemption.
(iii) The dividends and distributions of investment income and capital
gains with respect to the classes invested in the same investment portfolio
shall be in such amounts as may be declared from time to time by the Board of
Directors, and such dividends and distributions may vary among the classes
invested in the same investment portfolio to reflect differing allocations of
the expenses of the corporation among the classes and any resultant differences
between the net asset values per share of the classes, to such extent and for
such purposes as the Board of Directors may deem appropriate. The allocation of
investment income, realized and unrealized capital gains and losses, expenses
and liabilities of the corporation among the classes shall be determined by the
Board of Directors in a manner that is consistent with applicable law.
(c) Except as set forth below, on each matter submitted to a vote of
the stockholders, each holder of a share of stock shall be entitled to one vote
for each share standing in his name on the books of the corporation irrespective
of the class thereof. All holders of shares of stock shall vote as a single
class except as may otherwise be required by law pursuant to any applicable
order, rule or interpretation issued by the Securities and Exchange Commission,
or otherwise, or except with respect to any matter which affects only one or
more classes of stock, in which case only the holders of shares of the class or
classes affected shall be entitled to vote.
(d) The proceeds of the redemption of the shares of any class of stock
of the corporation may be reduced by the amount of any contingent deferred sales
charge or other charge (which charges may vary within and among the classes)
payable on such redemption pursuant to the terms of issuance of such shares, all
in accordance with the Investment Company Act of 1940, as amended, and
applicable rules and regulations of the National Association of Securities
Dealers, Inc. ("NASD").
(e) At such times as may be determined by the Board of Directors (or
with the authorization of the Board of Directors, by the officers of the
corporation) in accordance with the Investment Company Act of 1940, as amended,
applicable rules and regulations thereunder and applicable rules and regulations
of the NASD and reflected in the corporation's current registration statement,
shares of a particular class of stock of the corporation may be automatically
converted into shares of another class of stock of the corporation based on the
relative net asset values of such classes at the time of conversion, subject,
however, to any conditions of conversion that may be imposed by the Board of
Directors (or with the authorization of the Board of Directors, by the officers
of the corporation) and reflected in the corporation's current registration
statement as aforesaid.
Except as provided above, all provisions of the Articles of
Incorporation relating to stock of the corporation shall apply to shares of, and
to the holders of, all classes of stock.
(6) Notwithstanding any provisions of the Maryland General Corporation
Law requiring a greater proportion than a majority of the votes of stockholders
entitled to be cast in order to take or authorize any action, any such action
may be taken or authorized upon the concurrence of a majority of the aggregate
number of votes entitled to be cast thereon.
(7) The presence in person or by proxy of the holders of one-third of
the shares of stock of the corporation entitled to vote (without regard to
class) shall constitute a quorum at any meeting of the stockholders, except with
respect to any matter which, under applicable statutes or regulatory
requirements, requires approval by a separate vote of one or more classes of
stock, in which case the presence in person or by proxy of the holders of
one-third of the shares of stock of each class required to vote as a class on
the matter shall constitute a quorum.
(8) The corporation may issue shares of stock in fractional
denominations to the same extent as its whole shares, and shares in fractional
denominations shall be shares of stock having proportionately to the respective
fractions represented thereby all the rights of whole shares, including, without
limitation, the right to vote, the right to receive dividends and distributions
and the right to participate upon liquidation of the corporation, but excluding
any right to receive a stock certificate evidencing a fractional share.
(9) No holder of any shares of any class of the corporation shall be
entitled as of right to subscribe for, purchase, or otherwise acquire any shares
of any class which the corporation proposes to issue, or any rights or options
which the corporation proposes to issue or to grant for the purchase of shares
of any class or for the purchase of any shares, bonds, securities, or
obligations of the corporation which are convertible into or exchangeable for,
or which carry any rights to subscribe for, purchase, or otherwise acquire
shares of any class of the corporation; and any and all of such shares, bonds,
securities or obligations of the corporation, whether now or hereafter
authorized or created, may be issued, and may be reissued or transferred if the
same have been reacquired, and any and all of such rights and options may be
granted by the Board of Directors to such persons, firms, corporations and
associations, and for such lawful consideration, and on such terms, as the Board
of Directors in its discretion may determine, without first offering the same,
or any thereof, to any said holder.
SIXTH: (1) The number of directors of the corporation, until such
number shall be increased or decreased pursuant to the by-laws of the
corporation, is nine. The number of directors shall never be less than the
minimum number prescribed by the Maryland General Corporation Law.
(2) The names of the persons who currently act as directors of the
corporation and will do so until their respective successors are duly chosen and
qualify are as follows:
Lucy Wilson Benson
David W. Burke
Joseph S. DiMartino
Martin D. Fife
Whitney I. Gerard
Robert R. Glauber
Arthur A. Hartman
George L. Perry
Paul D. Wolfowitz
[This list will be adjusted for any change in the current Board of
Directors of the corporation that occurs prior to the Articles of Amendment and
Restatement becoming effective.]
(3) The power to make, alter, and repeal the by-laws of the
corporation shall be vested exclusively in the Board of Directors of the
corporation.
(4) Any determination made in good faith by or pursuant to the
direction of the Board of Directors, as to: the amount of the assets, debts,
obligations, or liabilities of the corporation or belonging to, or attributable
to any class of shares of the corporation; the amount of any reserves or charges
set up and the propriety thereof; the time of or purpose for creating such
reserves or charges; the use, alteration or cancellation of any reserves or
charges (whether or not any debt, obligation or liability for which such
reserves or charges shall have been created shall have been paid or discharged
or shall be then or thereafter required to be paid or discharged); the value of
any investment or fair value of any other asset of the corporation; the amount
of net investment income; the number of shares of stock outstanding; the
estimated expense in connection with purchases or redemptions of the
corporation's stock; the ability to liquidate investments in orderly fashion;
the extent to which it is practicable to deliver a cross-section of the
portfolio of the corporation in payment for any such shares, or as to any other
matters relating to the issue, sale, purchase, redemption and/or other
acquisition or disposition of investments or shares of the corporation, or the
determination of the net asset value of shares of the corporation shall be final
and conclusive, and shall be binding upon the corporation and all holders of its
shares, past, present and future, and shares of the corporation are issued and
sold on the condition and understanding that any and all such determinations
shall be binding as aforesaid.
SEVENTH: (1) To the fullest extent that limitations on the liability
of directors and officers are permitted by the Maryland General Corporation Law,
no director or officer of the corporation shall have any liability to the
corporation or its stockholders for money damages. This limitation on liability
applies to events occurring at the time a person serves as a director or officer
of the corporation whether or not such person is a director or officer at the
time of any proceeding in which liability is asserted.
(2) The corporation shall indemnify and advance expenses to its
currently acting and its former directors to the fullest extent that
indemnification of directors and advancement of expenses to directors is
permitted by the Maryland General Corporation Law. The corporation shall
indemnify and advance expenses to its officers to the same extent as its
directors and to such further extent as is consistent with law. The Board of
Directors may, through a by-law, resolution or agreement, make further
provisions for indemnification of directors, officers, employees and agents to
the fullest extent permitted by the Maryland General Corporation Law.
(3) No provision of this Article SEVENTH shall be effective to protect
or purport to protect any director or officer of the corporation against any
liability to the corporation or its stockholders to which he or she would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his or
her office.
(4) References to the Maryland General Corporation Law in this Article
SEVENTH are to the law as from time to time amended. No amendment to the
Articles of Incorporation of the corporation shall affect any right of any
person under this Article SEVENTH based on any event, omission or proceeding
prior to such amendment.
EIGHTH: (1) Any holder of shares of stock of the corporation may
require the corporation to redeem and the corporation shall be obligated to
redeem at the option of such holder all or any part of the shares of the
corporation owned by said holder, at the redempt ion price, pursuant to the
method, upon the terms and subject to the conditions hereinafter set forth:
(a) The redemption price per share shall be the net asset value per
share determined at such time or times as the Board of Directors of the
corporation shall designate in accordance with any provision of the Investment
Company Act of 1940, as amended, any rule or regulation thereunder or exemption
or exception therefrom, or any rule or regulation made or adopted by any
securities association registered under the Securities Exchange Act of 1934, as
amended.
(b) Net asset value per share of a class shall be determined by
dividing:
(i) The total value of the assets belonging to such class or, in the
case of a class invested in a common investment portfolio with other classes,
such class's proportionate share of the total value of the assets belonging to
the common investment portfolio, such value determined as provided in Subsection
(c) below less, to the extent determined by or pursuant to the direction of the
Board of Directors, all debts, obligations and liabilities of such class (which
debts, obligations and liabilities shall include, without limitation of the
generality of the for egoing, any and all debts, obligations, liabilities, or
claims, of any and every kind and nature, fixed, accrued and otherwise,
including the estimated accrued expenses of management and supervision,
administration and distribution and any reserves or charges for any or all of
the foregoing, whether for taxes, expenses or otherwise) but excluding such
class's liability upon its shares and its surplus, by
(ii) The total number of shares of such class outstanding. The Board
of Directors is empowered, in its absolute discretion, to establish other
methods for determining such net asset value whenever such other methods are
deemed by it to be necessary in order to enable the corporation to comply with,
or are deemed by it to be desirable provided they are not inconsistent with, any
provision of the Investment Company Act of 1940, as amended, or any rule or
regulation thereunder.
(c) In determining for the purposes of these Articles of Incorporation
the total value of the assets of the corporation at any time, investments and
any other assets of the corporation shall be valued in such manner as may be
determined from time to time by the Board of Directors.
(d) Payment of the redemption price by the corporation may be made
either in cash or in securities or other assets at the time owned by the
corporation or partly in cash and partly in securities or other assets at the
time owned by the corporation. The value of any part of such payment to be made
in securities or other assets of the corporation shall be the value employed in
determining the redemption price. Payment of the redemption price shall be made
on or before the seventh day following the day on which the shares are properly
presented for redemption hereunder, except that delivery of any securities
included in any such payment shall be made as promptly as any necessary
transfers on the books of the issuers whose securities are to be delivered may
be made.
The corporation, pursuant to resolution of the Board of Directors, may
deduct from the payment made for any shares redeemed a liquidating charge not in
excess of five percent (5%) of the redemption price of the shares so redeemed,
and the Board of Directors may alter or suspend any such liquidating charge from
time to time.
(e) Redemption of shares of stock by the corporation is conditional
upon the corporation having funds or property legally available therefor.
(2) The corporation, either directly or through an agent, may
repurchase its shares, out of funds legally available therefor, upon such terms
and conditions and for such consideration as the Board of Directors shall deem
advisable, by agreement with the owner at a price not exceeding the net asset
value per share as determined by the corporation at such time or times as the
Board of Directors of the corporation shall designate, less a liquidating charge
not to exceed five percent (5%) of such net asset value, if and as fixed by
resolution of the Board of Directors of the corporation from time to time, and
take all other steps deemed necessary or advisable in connection therewith.
(3) The corporation, at its option, pursuant to resolution of the
Board of Directors, may cause the redemption, in whole or in part, upon the
terms set forth in such resolution and in paragraphs (1) (a) through (e), (4)
and (5) of this Article EIGHTH, of shares of stock owned by stockholders whose
shares have an aggregate net asset value of less than such amount as may be
fixed from time to time by the Board of Directors. Notwithstanding any other
provision of this Article EIGHTH, the purpose of any such redemption may be to
collect fees to be paid to the corporation by stockholders. The corporation, at
its option, pursuant to resolution of the Board of Directors, also may so cause
the redemption of outstanding shares of stock of any class if the Board of
Directors has determined that it is in the best interests of the corporation and
its stockholders to discontinue issuance of shares of stock of such class.
Notwithstanding any other provision of this Article EIGHTH, if certificates
representing such shares have been issued, the redemption price need not be paid
by the corporation until such certificates are presented in proper form for
transfer to the corporation or the agent of the corporation appointed for such
purpose; however, the redemption shall be effective, in accordance with the
resolution of the Board of Directors, regardless of whether or not such
presentation has been made.
[Paragraph 3 is subject to Dreyfus Fund stockholders approving
Proposal 4 of the Proxy Statement.]
(4) The obligations set forth in this Article EIGHTH may be suspended
or postponed as may be permissible under the Investment Company Act of 1940, as
amended, and the rules and regulations thereunder.
(5) The Board of Directors may establish other terms and conditions
and procedures for redemption, including requirements as to delivery of
certificates evidencing shares, if issued.
NINTH: All persons who shall acquire stock or other securities of the
corporation shall acquire the same subject to the provisions of the
corporation's Charter, as from time to time amended.
TENTH: From time to time any of the provisions of the Charter of the
corporation may be amended, altered or repealed, including amendments which
alter the contract rights as expressly set forth in the Charter of any class of
stock outstanding, and other provisio ns authorized by the Maryland General
Corporation Law at the time in force may be added or inserted in the manner and
at the time prescribed by said Law, and all rights at any time conferred upon
the stockholders of the corporation by its Charter are granted subject to the
provisions of this Article TENTH and the reservation of the right to amend the
Charter herein contained.
<PAGE>
[This Page Intentionally Left Blank]
<PAGE>
EXHIBIT B
If Proposal 2 is approved, Dreyfus Fund would be permitted to engage
in certain options and futures transactions and short-selling, as described
below.
OPTIONS AND FUTURES TRANSACTIONS. Dreyfus Fund proposes to engage in
options and futures transactions described below, which are forms of
derivatives.
These derivatives may be purchased on established exchanges or through
privately negotiated transactions referred to as over-the-counter derivatives.
Exchange-traded derivatives generally are guaranteed by the clearing agency
which is the issuer or counterparty to such derivatives. This guarantee usually
is supported by a daily payment system (i.e., variation margin requirements)
operated by the clearing agency in order to reduce overall credit risk. As a
result, unless the clearing agency defaults, there is relatively little
counterparty credit risk associated with derivatives purchased on an exchange.
By contrast, no clearing agency guarantees over-the-counter derivatives.
Therefore, each party to an over-the-counter derivative bears the risk that the
counterparty will default. Accordingly, Dreyfus will consider the
creditworthiness of counterparties to over-the-counter derivatives in the same
manner as it would review the credit quality of a security to be purchased by
Dreyfus Fund. Over-the-counter derivatives are less liquid than exchange-traded
derivatives since the other party to the transaction may be the only investor
with sufficient understanding of the derivative to be interested in bidding for
it.
Although Dreyfus Fund will not be a commodity pool, certain options
and futures transactions subject the Fund to the rules of the Commodity Futures
Trading Commission ("CFTC") which limit the extent to which the Fund can enter
into such transactions. Dreyfus Fund may invest in futures contracts and options
with respect thereto for hedging purposes without limit. However, Dreyfus Fund
may not invest in such contracts and options for other purposes if the sum of
the amount of initial margin deposits and premium s paid for unexpired options
with respect to such contracts, other than for bona fide hedging purposes,
exceeds 5% of the liquidation value of the Fund's assets, after taking into
account unrealized profits and unrealized losses on such contracts and options;
provided, however, that in the case of an option that is in-the-money at the
time of purchase, the in-the-money amount may be excluded in calculating the 5%
limitation.
When required by the SEC, Dreyfus Fund will set aside permissible
liquid assets in a segregated account to cover its obligations relating to its
transactions in these derivatives. To maintain this required cover, Dreyfus Fund
may have to sell portfolio securities at disadvantageous prices or times since
it may not be possible to liquidate a derivative position at a reasonable price.
OPTIONS--In addition to purchasing call and put options, Dreyfus Fund
proposes to write (i.e., sell) call or put options with respect to specific
securities. A call option gives the purchaser of the option the right to buy,
and obligates the writer to sell, the underlying security or securities at the
exercise price at any time during the option period, or at a specific date.
Conversely, a put option gives the purchaser of the option the right to sell,
and obligates the writer to buy, the underlying security or securities at the
exercise price at any time during the option period, or at a specific date.
A covered call option written by Dreyfus Fund is a call option with
respect to which the Fund owns the underlying security or otherwise covers the
transaction by segregating cash or other securities. A put option written by
Dreyfus Fund is covered when, among other things, cash or liquid securities
having a value equal to or greater than the exercise price of the option are
placed in a segregated account with the Fund's custodian to fulfill the
obligation undertaken. The principal reason for writing covered call and put
options is to realize, through the receipt of premiums, a greater return than
would be realized on the underlying securities alone. Dreyfus Fund receives a
premium from writing covered call or put options which it retains whether or not
the option is exercised.
There is no assurance that sufficient trading interest to create a
liquid secondary market on a securities exchange will exist for any particular
option or at any particular time, and for some options no such secondary market
may exist. A liquid secondary market in an option may cease to exist for a
variety of reasons. In the past, for example, higher than anticipated trading
activity or order flow, or other unforeseen events, at times have rendered
certain of the clearing facilities inadequate and resulted in the institution of
special procedures, such as trading rotations, restrictions on certain types of
orders or trading halts or suspensions in one or more options. There can be no
assurance that similar events, or events that may otherwise interfere with the
timely execution of customers' orders, will not recur. In such event, it might
not be possible to effect closing transactions in particular options. If, as a
covered call option writer, Dreyfus Fund is unable to effect a closing purchase
transaction in a secondary market, it will not be able to sell the underlying
security until the option expires or it delivers the underlying security upon
exercise or it otherwise covers its position.
Successful use by Dreyfus Fund of options will be subject to Dreyfus's
ability to predict correctly movements in interest rates and prices of
securities underlying options. To the extent Dreyfus's predictions are
incorrect, Dreyfus Fund may incur losses.
FUTURES CONTRACTS--Dreyfus Fund proposes to enter into futures
contracts in U.S. domestic markets, such as the Chicago Board of Trade and the
International Monetary Market of the Chicago Mercantile Exchange, or an exchange
located outside the United States, such as the London International Financial
Futures Exchange and the Sydney Futures Exchange Limited. Foreign markets may
offer advantages such as trading opportunities or arbitrage possibilities not
available in the United States. Foreign markets, however, may have greater risk
potential than domestic markets. For example, some foreign exchanges are
principal markets so that no common clearing facility exists and an investor may
look only to the broker for performance of the contract. In addition, any
profits that Dreyfus Fund might realize in trading could be eliminated by
adverse changes in the exchange rate, or the Fund could incur losses as a result
of those changes. Transactions on foreign exchanges may include both commodities
which are traded on domestic exchanges and those which are not. Unlike trading
on domestic commodity exchanges, trading on foreign commodity exchanges is not
regulated by the CFTC.
Engaging in these transactions involves risk of loss to Dreyfus Fund
which could adversely affect the value of the Fund's net assets. Although
Dreyfus Fund intends to purchase or sell futures contracts only if there is an
active market for such contracts, no assurance can be given that a liquid market
will exist for any particular contract at any particular time. Many futures
exchanges and boards of trade limit the amount of fluctuation permitted in
futures contract prices during a single trading day. Once the daily limit has
been reached in a particular contract, no trades may be made that day at a price
beyond that limit or trading may be suspended for specified periods during the
trading day. Futures contract prices could move to the limit for several
consecutive trading days with little or no trading, thereby preventing prompt
liquidation of futures positions and potentially subjecting Dreyfus Fund to
substantial losses.
Successful use of futures by Dreyfus Fund also is subject to Dreyfus's
ability to predict correctly movements in the direction of the relevant market,
and, to the extent the transaction is entered into for hedging purposes, to
ascertain the appropriate correlation between the transaction being hedged and
the price movements of the futures contract. For example, if Dreyfus Fund uses
futures to hedge against the possibility of a decline in the market value of
securities held in its portfolio and the prices of such securities instead
increase, Dreyfus Fund will lose part or all of the benefit of the increased
value of securities which it has hedged because it will have offsetting losses
in its futures positions. Furthermore, if in such circumstances Dreyfus Fund has
insufficient cash, it may have to sell securities to meet daily variation margin
requirements. The Fund may have to sell such securities at a time when it may be
disadvantageous to do so.
Pursuant to regulations and/or published positions of the SEC, Dreyfus
Fund may be required to segregate permissible liquid assets in connection with
its commodities transactions in an amount generally equal to the value of the
underlying commodity. The segregation of such assets will have the effect of
limiting Dreyfus Fund's ability otherwise to invest those assets.
SHORT-SELLING. Dreyfus Fund proposes to engage in short sales of
securities. In these transactions, Dreyfus Fund would sell a security it does
not own in anticipation of a decline in the market value of the security. To
complete the transaction, Dreyfus Fund would have to borrow the security to make
delivery to the buyer. Dreyfus Fund would be obligated to replace the security
borrowed by purchasing it subsequently at the market price at the time of
replacement. The price at such time may be more or less than the price at which
the security was sold by Dreyfus Fund, which would result in a loss or gain,
respectively.
Securities will not be sold short if, after effect is given to any
such short sale, the total market value of all securities sold short would
exceed 25% of the value of Dreyfus Fund's net assets. Dreyfus Fund may not make
a short sale which results in the Fund having sold short in the aggregate more
than 5% of the outstanding securities of any class of an issuer.
Dreyfus Fund also may make short sales "against the box," in which the
Fund enters into a short sale of a security it owns. At no time will more than
15% of the value of the Fund's net assets be in deposits on short sales against
the box.
Until Dreyfus Fund closes its short position or replaces the borrowed
security, it will: (a) maintain a segregated account, containing permissible
liquid assets, at such a level that the amount deposited in the account plus the
amount deposited with the broker as collateral always equals the current value
of the security sold short; or (b) otherwise cover its short position.
<PAGE>
[This Page Intentionally Left Blank]
<PAGE>
EXHIBIT C
The Articles of Incorporation of Dreyfus Liquid Assets, Inc. shall be
amended by renumbering paragraph (i) of Article EIGHTH as paragraph (j) and
adding the following as new paragraph (i):
"(i) The corporation, at its option, pursuant to resolution of the
Board of Directors, may cause the repurchase, in whole or in part, upon the
terms set forth in such resolution and in paragraphs (a) through (g) and
paragraph (j) of this Article EIGHTH, of shares of stock owned by stockholders
whose shares have an aggregate net asset value of less than such amount as may
be fixed from time to time by the Board of Directors. Notwithstanding any other
provision of this Article EIGHTH, the purpose of any such repurchase may be to
collect fees to be paid to the corporation by stockholders. The corporation, at
its option, pursuant to resolution of the Board of Directors, also may so cause
the repurchase of outstanding shares of stock of any class if the Board of
Directors has determined that it is in the best interests of the corporation and
its stockholders to discontinue issuance of shares of stock of such class.
Notwithstanding any other provision of this Article EIGHTH, if certificates
representing such shares have been issued, the repurchase price need not be paid
by the corporation until such certificates are presented in proper form for
transfer to the corporation or the agent of the corporation appointed for such
purpose; however, the repurchase shall be effective, in accordance with the
resolution of the Board of Directors, regardless of whether or not such
presentation has been made."
* * * * *
The Articles of Incorporation of Dreyfus Worldwide Dollar Money Market
Fund, Inc. shall be amended by deleting in its entirety subsection (h) of
Article EIGHTH and replacing it with the following:
"(h) The corporation, at its option, pursuant to resolution of the
Board of Directors, may cause the redemption, in whole or in part, upon the
terms set forth in such resolution and in subsections (a) through (f) and
subsections (i) and (j) of this Article EIGHTH, of shares of stock owned by
stockholders whose shares have an aggregate net asset value of less than such
amount as may be fixed from time to time by the Board of Directors.
Notwithstanding any other provision of this Article EIGHTH, the purpose of any
such redemption may be to collect fees to be paid to the corporation by
stockholders. The corporation, at its option, pursuant to resolution of the
Board of Directors, also may so cause the redemption of outstanding shares of
stock of any class if the Board of Directors has determined that it is in the
best interests of the corporation and its stockholders to discontinue issuance
of shares of stock of such class. Notwithstanding any other provision of this
Article EIGHTH, if certificates representing such shares have been issued, the
redemption price need not be paid by the corporation until such certificates are
presented in proper form for transfer to the corporation or the agent of the
corporation appointed for such purpose; however, the redemption shall be
effective, in accordance with the resolution of the Board of Directors,
regardless of whether or not such presentation has been made."
* * * * *
The Articles of Incorporation of The Dreyfus Fund Incorporated shall
be amended by adding subparagraph A.3. to Article EIGHTH as follows:
"3. Right of the Corporation To Repurchase Shares of Certain Accounts:
The corporation, at its option, pursuant to resolution of the Board of
Directors, may cause the repurchase, in whole or in part, upon the terms set
forth in such resolution and in subparagraph B. of this Article EIGHTH, of
shares of stock owned by stockholders whose shares have an aggregate net asset
value of less than such amount as may be fixed from time to time by the Board of
Directors. Notwithstanding any other provision of this Article EIGHTH, the
purpose of any such repurchase may be to collect fees to be paid to the
corporation by stockholders. The corporation, at its option, pursuant to
resolution of the Board of Directors, also may so cause the repurchase of
outstanding shares of stock of any class if the Board of Directors has
determined that it is in the best interests of the corporation and its
stockholders to discontinue issuance of shares of stock of such class.
Notwithstanding any other provision of this Article EIGHTH, if certificates
representing such shares have been issued, the repurchase price need not be paid
by the corporation until such certificates are presented in proper form for
transfer to the corporation or the agent of the corporation appointed for such
purpose; however, the repurchase shall be effective, in accordance with the
resolution of the Board of Directors, regardless of whether or not such
presentation has been made."
If Dreyfus Fund stockholders approve Proposal 4 and the Amendment and
Restatement of the Fund's Charter (see Proposal 3), the substance of this
subparagraph would be included therein as paragraph (3) of Article EIGHTH (see
Exhibit A hereto).
<PAGE>
VOTE THIS PROXY CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE THE FUND
THE EXPENSE OF ADDITIONAL MAILINGS
Please fold and detach card at perforation before mailing
DREYFUS LIQUID ASSETS, INC.
The undersigned stockholder of DREYFUS LIQUID ASSETS, INC. (the
"Fund") hereby appoints Robert R. Mullery and Michael A. Rosenberg and each of
them, the attorneys and proxies of the undersigned, with full power of
substitution, to vote, as indicated herein, all of the shares of the Fund
standing in the name of the undersigned at the close of business on June 12,
1998 at a Special Meeting of Stockholders to be held at the Citicorp/Citibank
Auditorium, 399 Park Avenue--at 53rd Street, 12th Floor, New York, New York, at
10:00 a.m. on Tuesday, August 4, 1998, and at any and all adjournments thereof,
with all of the powers the undersigned possesses and especially (but without
limiting the general authorization and power hereby given) to vote as indicated
on the Proposals, as more fully described in the proxy statement for the
Meeting.
Please mark boxes in blue or black ink.
1. To change certain of the Fund's Investment
Restrictions.
/ / FOR / / AGAINST / / ABSTAIN
ALL ALL ALL
(1A) Investing in equity and debt securities
(1B) Borrowing money
(1C) Pledging assets
(1D) Short-selling
(1E) Put and call options
(1F) Acting as underwriter
(1G) Purchasing securities on margin
(1H) Illiquid securities
(1I) Issuer diversification
(1J) Bank and other industry concentration
(1K) Investing to exercise control
(1L) Investing in other investment companies
TO VOTE AGAINST A PARTICULAR PROPOSED CHANGE, REFER TO THE PROXY STATEMENT FOR A
DESCRIPTION OF THE CHANGE AND WRITE THE SUB-PROPOSAL NUMBER ON THE LINE BELOW.
- ------------------------------------------------------------------------------
2. To approve an amendment to the Fund's Articles of
Incorporation to permit the Fund to impose a service
fee on certain small accounts to be collected by
redeeming shares from the relevant stockholder
accounts.
/ / FOR / / AGAINST / / ABSTAIN
3. In their discretion on such other matters as may
properly come before the Meeting, or any adjournment(s)
thereof.
THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED FOR THE ABOVE
PROPOSALS UNLESS OTHERWISE INDICATED.
Signature(s) should be exactly as
name or names appearing on this
form. If shares are held jointly,
each holder should sign. If signing
is by attorney, executor,
administrator, trustee or guardian,
please give full title.
Dated: , 1998
-------------------------
Signature(s)
-------------------------
Signature(s)
Sign, Date and Return this Proxy Card
Promptly Using the Enclosed Envelope.
<PAGE>
VOTE THIS PROXY CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE THE FUND
THE EXPENSE OF ADDITIONAL MAILINGS
Please fold and detach card at perforation before mailing
DREYFUS WORLDWIDE DOLLAR MONEY MARKET FUND, INC.
The undersigned stockholder of DREYFUS WORLDWIDE DOLLAR MONEY MARKET
FUND, INC. (the "Fund") hereby appoints Robert R. Mullery and Michael A.
Rosenberg and each of them, the attorneys and proxies of the undersigned, with
full power of substitution, to vote, as indicated herein, all of the shares of
the Fund standing in the name of the undersigned at the close of business on
June 12, 1998 at a Special Meeting of Stockholders to be held at the
Citicorp/Citibank Auditorium, 399 Park Avenue--at 53rd Street, 12th Floor, New
York, New York, at 10:00 a.m. on Tuesday, August 4, 1998, and at any and all
adjournments thereof, with all of the powers the undersigned possesses and
especially (but without limiting the general authorization and power hereby
given) to vote as indicated on the Proposals, as more fully described in the
proxy statement for the Meeting.
Please mark boxes in blue or black ink.
1. To change certain of the Fund's Investment
Restrictions.
/ / FOR / / AGAINST / / ABSTAIN
ALL ALL ALL
(1A) Investing in equity and debt securities
(1B) Borrowing money
(1C) Pledging assets
(1D) Short-selling
(1E) Purchasing securities on margin
(1F) Put and call options
(1G) Acting as underwriter
(1H) Investing to exercise control
(1I) Investing in other investment companies
TO VOTE AGAINST A PARTICULAR PROPOSED CHANGE, REFER TO THE PROXY STATEMENT FOR A
DESCRIPTION OF THE CHANGE AND WRITE THE SUB-PROPOSAL NUMBER ON THE LINE BELOW.
- -----------------------------------------------------------------------------
2. To approve an amendment to the Fund's Articles of
Incorporation to permit the Fund to impose a service
fee on certain small accounts to be collected by
redeeming shares from the relevant stockholder
accounts.
/ / FOR / / AGAINST / / ABSTAIN
3. In their discretion on such other matters as may
properly come before the Meeting, or any adjournment(s)
thereof.
THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED FOR THE ABOVE
PROPOSALS UNLESS OTHERWISE INDICATED.
Signature(s) should be exactly as
name or names appearing on this
form. If shares are held jointly,
each holder should sign. If signing
is by attorney, executor,
administrator, trustee or guardian,
please give full title.
Dated: , 1998
-------------------------
Signature(s)
-------------------------
Signature(s)
Sign, Date and Return this Proxy Card
Promptly Using the Enclosed Envelope.
<PAGE>
VOTE THIS PROXY CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE THE FUND
THE EXPENSE OF ADDITIONAL MAILINGS
Please fold and detach card at perforation before mailing
THE DREYFUS FUND INCORPORATED
The undersigned stockholder of THE DREYFUS FUND INCORPORATED (the
"Fund") hereby appoints Robert R. Mullery and Michael A. Rosenberg and each of
them, the attorneys and proxies of the undersigned, with full power of
substitution, to vote, as indicated herein, all of the shares of the Fund
standing in the name of the undersigned at the close of business on June 12,
1998 at a Special Meeting of Stockholders to be held at the Citicorp/Citibank
Auditorium, 399 Park Avenue--at 53rd Street, 12th Floor, New York, New York, at
10:00 a.m. on Tuesday, August 4, 1998, and at any and all adjournments thereof,
with all of the powers the undersigned possesses and especially (but without
limiting the general authorization and power hereby given) to vote as indicated
on the Proposals, as more fully described in the proxy statement for the
Meeting.
Please mark boxes in blue or black ink.
1. To change certain of the Fund's investment techniques
and investment restrictions and to amend the Fund's
Articles of Incorporation with respect thereto.
/ / FOR / / AGAINST / / ABSTAIN
ALL ALL ALL
ADDITIONAL INVESTMENT TECHNIQUES
(1A) Options and futures transactions
(1B) Short-selling
INVESTMENT RESTRICTIONS
(1C) Margin
(1D) Making loans
(1E) Acting as underwriter
(1F) 5% issuer diversification (Delete from Charter
only)
(1G) Ownership of 10% of any issuer (Delete from
Charter only)
(1H) Transactions with officers or
directors
(1I) Retaining securities owned by officers
or directors
(1J) Investing in other investment
companies
(1K) Unseasoned issuers
(1L) Real estate
(1M) Investing to exercise control
(1N) Industry concentration
(1O) Illiquid securities
TO VOTE AGAINST A PARTICULAR PROPOSED CHANGE, REFER TO THE PROXY STATEMENT FOR A
DESCRIPTION OF THE CHANGE AND WRITE THE SUB-PROPOSAL NUMBER ON THE LINE BELOW.
- -------------------------------------------------------------------------------
2. To approve an Amendment and Restatement of the Fund's
Charter.
/ / FOR / / AGAINST / / ABSTAIN
3. To approve an amendment to the Fund's Articles of
Incorporation to permit the Fund to impose a service
fee on certain small accounts to be collected by
redeeming shares from the relevant stockholder
accounts.
/ / FOR / / AGAINST / / ABSTAIN
4. In their discretion on such other matters as may
properly come before the Meeting, or any adjournment(s)
thereof.
<PAGE>
THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED FOR THE ABOVE
PROPOSALS UNLESS OTHERWISE INDICATED.
Signature(s) should be exactly as
name or names appearing on this
form. If shares are held jointly,
each holder should sign. If signing
is by attorney, executor,
administrator, trustee or guardian,
please give full title.
Dated: , 1998
-------------------------
Signature(s)
-------------------------
Signature(s)
Sign, Date and Return this Proxy Card
Promptly Using the Enclosed Envelope.
