Preliminary Copy
DREYFUS GLOBAL GROWTH, L.P.
DREYFUS STRATEGIC GROWTH, L.P.
144 Glenn Curtiss Boulevard
Uniondale, New York 11556-0144
1-800-645-6561
Dear Investor:
As a partner of Dreyfus Global Growth, L.P. or Dreyfus
Strategic Growth, L.P. (each, a "Partnership"), you are entitled
to vote on the proposal described below and in the enclosed
materials. Investment companies typically are organized as
business trusts or corporations. These funds are somewhat
limited in the amount of short-term securities trading they are
permitted to undertake without creating adverse tax consequences
for shareholders. Investment companies organized as limited
partnerships are not so limited; however, the limited
partnership structure has certain disadvantages. Among them is
that limited partners generally find the structure more
complicated to understand and the tax reporting more cumbersome.
In addition, the structure is more expensive to operate and
involves additional administrative burdens. Determining which
form to choose requires a weighing of the advantages and
disadvantages.
At the time the Partnerships were organized and until
recently, management believed that the advantages of the limited
partnership form outweighed the additional expenses and
administrative burdens associated with the limited partnership
form. As a matter of law, these benefits cease being available
after December 31, 1997. In addition, to comply with regulatory
requirements resulting from the merger between The Dreyfus
Corporation (each Partnership's investment adviser) and a
subsidiary of Mellon Bank, N.A., each Partnership is required to
change its form of organization from a limited partnership by
December 31, 1997.
After consideration, management of each Partnership
has determined that it now would be appropriate to consider a
proposal to reorganize your fund into a Massachusetts business
trust, a form of organization that is easier and possibly less
expensive to operate, and recommends that you also approve this
proposal. Management believes that your Partnership can be
operated effectively as a Massachusetts business trust. The
reorganization also can be accomplished without causing the
imposition of additional income tax on you.
The proposal provides that each Partnership exchange
(the "Exchange") all of its assets, subject to liabilities, for
shares of beneficial interest ("Fund Shares") of a newly-formed
investment company organized as a Massachusetts business trust,
namely Dreyfus Global Growth Fund, with respect to Dreyfus
Global Growth, L.P. or Premier Strategic Growth Fund, with
respect to Dreyfus Strategic Growth, L.P. (each, a "Fund").
Promptly thereafter, each Partnership will distribute pro rata
the Fund Shares received in the Exchange to its Partners in
complete liquidation and will effect its dissolution in
accordance with Delaware law. Thus, each Partner will receive
for his or her Partnership Shares a number of Fund Shares equal
to the value of such Partnership Shares as of the date of the
Exchange.
Each Fund will have the same investment objective,
management policies and investment restrictions, and will have
the same investment adviser and pay the same investment advisory
and other fees as its corresponding Partnership. In addition,
each Fund will have the same purchase and redemption options
offered by its corresponding Partnership and will offer the same
shareholder services, all as more fully set forth in the
enclosed Combined Proxy Statement.
Further information about the transaction is contained
in the enclosed materials, which you should review carefully.
You are entitled to vote on the proposed transaction with
respect to each Partnership in which you are a Partner.
Please take the time to consider the enclosed
materials and then vote by completing, dating and signing the
enclosed proxy card(s). A self-addressed, postage-paid envelope
has been enclosed for your convenience.
THE MANAGING GENERAL PARTNERS RECOMMEND THAT PARTNERS
VOTE IN FAVOR OF THE EXCHANGE.
<PAGE>
If you have any questions after considering the
enclosed materials, please feel free to call 1-800-645-6561
between the hours of 9:00 a.m. and 5:30 p.m. (New York time),
Monday through Friday.
Sincerely,
Marie E. Connolly,
President
September 15, 1995
<PAGE>
Preliminary Copy
DREYFUS GLOBAL GROWTH, L.P.
DREYFUS STRATEGIC GROWTH, L.P.
Notice of Special Meetings of Partners
To the Partners:
Special Meetings of Partners of Dreyfus Global
Growth, L.P. ("Global Growth") and Dreyfus Strategic Growth,
L.P. ("Strategic Growth") (each, a "Partnership") will be held
at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th
Floor, New York, New York, on Friday, December 1, 1995 at 10:00
a.m. for the following purposes:
1. To consider an Agreement and Plan of
Reorganization (each, a "Plan" and, collectively, the
"Plans") for each Partnership providing for the
transfer of all or substantially all of its assets
and liabilities to a newly created Massachusetts
business trust, namely Dreyfus Global Growth Fund,
with respect to Global Growth, and Premier Strategic
Growth Fund, with respect to Strategic Growth (each,
a "Fund" and, collectively, the "Funds"), each having
the same investment objective, management policies
and investment restrictions as its corresponding
Partnership. Under the Plans, each Partnership would
receive, in consideration of such transfer, shares of
beneficial interest, par value $.001 per share ("Fund
Shares"), of its corresponding Fund (the "Exchange").
Each of the Funds has been created as a successor
investment vehicle to carry on the investment
objective and management policies of its
corresponding Partnership. Fund Shares received in
the Exchange will be distributed by each Partnership
to its Partners in liquidation of the Partnership,
after which the Partnership will be dissolved. By
voting in favor of the applicable Plan, which is
described in the attached Combined Proxy Statement,
Partners of each Partnership will be deemed to have
authorized a temporary suspension of certain of each
Partnership's investment restrictions, and Partners
of each Partnership will be deemed to have authorized
the respective Partnership, prior to the effective
time of the Exchange, to vote its Fund Share, as more
fully described in the attached Combined Proxy
Statement:
(a) to elect the persons named in the attached
Combined Proxy Statement as Trustees of the
Fund;
(b) to approve a Management Agreement between the
Fund and The Dreyfus Corporation; and
(c) to ratify the selection of Ernst & Young LLP as
the Fund's independent auditors.
2. To transact such other business as may
properly come before the meeting, or any adjournment
or adjournments thereof.
Partners of record at the close of business on
September 8, 1995, will be entitled to receive notice of and to
vote at the meeting.
By Order of the Managing General Partners
John E. Pelletier,
Secretary
New York, New York
September 15, 1995
WE NEED YOUR PROXY VOTE IMMEDIATELY
A PARTNER MAY THINK HIS OR HER VOTE IS NOT
IMPORTANT, BUT IT IS VITAL. BY LAW, THE MEETING OF
PARTNERS OF A PARTNERSHIP WILL HAVE TO BE ADJOURNED
WITHOUT CONDUCTING ANY BUSINESS IF LESS THAN A
QUORUM OF THE SHARES ELIGIBLE TO VOTE IS
REPRESENTED. IN THAT EVENT, SUCH PARTNERSHIP, AT
ITS PARTNERS' EXPENSE, WOULD CONTINUE TO SOLICIT
VOTES IN AN ATTEMPT TO ACHIEVE A QUORUM. CLEARLY,
YOUR VOTE COULD BE CRITICAL TO ENABLE YOUR
PARTNERSHIP TO HOLD THE MEETING AS SCHEDULED, SO
PLEASE RETURN YOUR PROXY CARD IMMEDIATELY. YOU AND
ALL OTHER PARTNERS WILL BENEFIT FROM YOUR
COOPERATION.
<PAGE>
Preliminary Copy
DREYFUS GLOBAL GROWTH, L.P.
DREYFUS STRATEGIC GROWTH, L.P.
COMBINED PROXY STATEMENT
Special Meetings of Partners
to be held on December 1, 1995
This Combined Proxy Statement is furnished in
connection with a solicitation of proxies by the Managing
General Partners of Dreyfus Global Growth, L.P. ("Global
Growth") and Dreyfus Strategic Growth, L.P. ("Strategic Growth")
(each, a "Partnership" and collectively, the "Partnerships") to
be used at the Special Meetings of Partners (each, a "Meeting"),
to be held on Friday, December 1, 1995 at 10:00 a.m., at the
offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor,
New York, New York, for the purposes set forth in the
accompanying Notice of Special Meetings of Partners. Partners
of record at the close of business on September 8, 1995 (each, a
"Partner" and, collectively, the "Partners") are entitled to
receive notice of and to vote at their respective Meeting.
Partners are entitled to one vote for each partnership interest
of a Partnership (each, a "Partnership Share") held and
fractional votes for each fractional Partnership Share held.
Partnership Shares represented by executed and unrevoked proxies
will be voted in accordance with the specifications made
thereon. If the enclosed form of proxy is executed and
returned, it nevertheless may be revoked by giving another proxy
or by letter or telegram directed to the relevant Partnership,
which must indicate the Partner's name and account number. To
be effective, such revocation must be received prior to the
relevant Meeting. Also, any Partner who attends the Meeting in
person may vote by ballot, thereby canceling any proxy
previously given. As of ______________, 1995, the following
number of Partnership Shares were issued and outstanding for
each Partnership:
Name of Partnership Shares Outstanding
Dreyfus Global Growth, L.P. __________________
Dreyfus Strategic Growth, L.P. __________________
Combined Proxy materials will be mailed to Partners of
record on or about September 15, 1995. The
Partnerships' principal executive offices are located at 200
Park Avenue, New York, New York 10166. Copies of each
Partnership's current annual and semi-annual reports are
available upon request, without charge, by writing to the
relevant Partnership at 144 Glenn Curtiss Boulevard, Uniondale,
New York 11556-0144, or by calling toll-free 1-800-645-
6561.
This Combined Proxy Statement is being used in order
to reduce the preparation, printing, handling and postage
expenses that would result from the use of a separate proxy
statement for each Partnership and, because Partners may own
Partnership Shares of more than one Partnership, to avoid
burdening Partners with more than one proxy statement.
Partners of each Partnership will vote as a single class and
will vote separately on each proposal on which Partners of
that Partnership are entitled to vote. Thus, if a proposal is
approved by Partners of one Partnership and disapproved
by Partners of the other Partnership, the proposal will be
implemented only for the Partnership that approved the
proposal. Therefore, it is essential that Partners who own
Partnership Shares in more than one Partnership complete,
date, sign and return each proxy card they receive.
PROPOSAL 1. APPROVAL OF AN AGREEMENT AND PLAN OF
REORGANIZATION PROVIDING FOR THE TRANSFER OF ALL OR
SUBSTANTIALLY ALL OF THE ASSETS OF EACH PARTNERSHIP TO A NEWLY
CREATED MASSACHUSETTS BUSINESS TRUST
INTRODUCTION
It is proposed that each Partnership transfer all or
substantially all of its assets and liabilities to a
newly created Massachusetts business trust, namely, Dreyfus
Global Growth Fund, with respect to Global Growth, and
Premier Strategic Growth Fund, with respect to Strategic Growth
(each a "Fund" and, collectively, the "Funds"), each
having the same investment objective, management policies and
investment restrictions as its corresponding Partnership.
Under the Plans, Global Growth would receive, in consideration
of such transfer, shares of beneficial interest of
Dreyfus Global Growth Fund, par value $.001 per share ("Global
Growth Shares"), and Strategic Growth would receive, in
consideration of such transfer, Class A shares of beneficial
interest of Premier Strategic Growth Fund, par value $.001
per share ("Strategic Growth Shares" and, together with Global
Growth Shares, "Fund Shares"), each as more fully
described herein (each, an "Exchange" and collectively, the
"Exchanges"). Each of the Funds has been created as a
successor investment vehicle to carry on the same investment
objective and management policies of its corresponding
Partnership. Upon consummation of the Exchange, the Fund Shares
received by a Partnership will be distributed to its
Partners, with each Partner receiving a pro rata distribution of
Fund Shares (or fractions thereof) for Partnership
Shares held prior to the Exchange. Thus, each Partner will
receive for his or her Partnership Shares a number of Fund
Shares (or fractions thereof) equal in value to the value of
such Partnership Shares as of the date of the Exchange.
The Partnership then will be liquidated and dissolved.
At a meeting of the Managing General Partners of the
Partnerships held on July 17, 1995, The Dreyfus
Corporation (the "Manager"), each Partnership's investment
adviser, recommended that the Managing General Partners
consider, and the Managing General Partners approved, an
Agreement and Plan of Reorganization (each, a "Plan" and,
collectively, the "Plans"), a form of which is attached hereto
as Exhibit A, and the Exchange. To consummate the
Exchange, it is necessary to suspend temporarily certain of each
Partnership's investment restrictions, as more fully
described herein.
THE PLANS
The following summary of the important terms and
conditions of the Plans is qualified in its entirety by
reference to the Plans. The Plans are identical except for the
names of the parties. Each Plan provides that, subject
to the requisite approval of its Partners, on the date of the
Exchange each Partnership shall assign, transfer and
convey to its corresponding Fund all of the assets (subject to
liabilities) of the Partnership, including all securities
and cash, in exchange for Fund Shares having an aggregate net
asset value equal to the value of the net assets of the
Partnership acquired. Each Partnership will distribute all Fund
Shares received by it among its Partners in proportion
to the number of Partnership Shares each Partner holds and,
thereafter, will dissolve. It is contemplated that each
Partner will receive for his or her Partnership Shares a number
of Fund Shares equal in value to the value of his
Partnership Shares as of the date of the Exchange. The
dissolution of each Partnership is expected to occur as soon as
practicable after the Exchange. Immediately following the
Exchange, the former Partners of each Partnership will hold
the only outstanding corresponding Fund Shares (other than one
Fund share purchased by each Partnership from its
corresponding Fund). After the Exchange has been completed,
each of the Funds will operate as an open-end, non-
diversified management investment company.
Unless postponed by a Partnership and its
corresponding Fund, each Exchange is expected to occur on
December 31, 1995, on the basis of the net assets of the
relevant Partnership as of the close of trading on the floor of
the New York Stock Exchange (currently 4:00 p.m., New York
time), on that day. The Exchange will not be effected until
certain conditions are satisfied, including approval of the Plan
by the Partnership's Partners.
The Plan may be amended at any time prior to the
Exchange.
The expenses of the Exchange are expected to be
approximately $6,000 for Global Growth and approximately
$4,500 for Strategic Growth.
If the Exchange is not approved by a Partnership's
Partners, the Partnership's Managing General Partners will
consider other appropriate courses of action, including
continuing to operate the Partnership as it currently is
operating.
REASONS FOR THE EXCHANGE
Investment companies typically are organized as
business trusts or corporations. These funds are somewhat
limited in the amount of short-term securities trading they are
permitted to undertake without creating adverse tax
consequences for shareholders. Investment companies organized
as limited partnerships are not so limited; however, the
limited partnership structure has certain disadvantages. Among
them is that limited partners generally find the
structure more complicated to understand and the tax reporting
more cumbersome. In addition, the structure is more
expensive to operate and involves additional administrative
burdens. Determining which form to choose requires a
weighing of the advantages and disadvantages.
At the time the Partnerships were organized and until
recently, the Managing General Partners believed that
the advantages of the limited partnership form outweighed the
additional expenses and administrative burdens associated
with the limited partnership form. As a matter of law, these
benefits cease being available after December 31, 1997.
In addition, to comply with regulatory requirements resulting
from the merger between the Manager and a subsidiary of
Mellon Bank, N.A., each Partnership is required to change its
form of organization from a limited partnership by
December 31, 1997.
After consideration, the Managing General Partners of
each Partnership have determined that it now would be
appropriate to reorganize each of the Partnerships into a
Massachusetts business trust, a form of organization that is
easier and possibly less expensive to operate. The Managing
General Partners believe that each Partnership can be
operated effectively as a Massachusetts business trust.
TAX CONSEQUENCES
The Funds and the Partnerships have received an
opinion of Stroock & Stroock & Lavan, counsel to each, that
each Exchange will have the following Federal income tax
consequences under the Internal Revenue Code of 1986, as
amended (the "Code"), to the Funds and the Partnerships: (1) no
gain or loss will be recognized by a Partnership on the
transfer of its portfolio securities and other assets to its
corresponding Fund in exchange for Fund Shares and the
assumption by the Fund of the Partnership's liabilities; (2) no
gain or loss will be recognized by a Fund upon receipt
of its corresponding Partnership's portfolio securities and
other assets solely in exchange for Fund Shares and the
assumption by the Fund of the Partnership's liabilities; (3) the
tax basis to a Fund of the transferred portfolio
securities and other assets will be the same as the tax basis of
these securities and other assets held by its
corresponding Partnership immediately prior to the Exchange; (4)
the tax basis of Fund Shares received by a Partnership
will be equal to the tax basis of the assets exchanged for them
reduced by the liabilities assumed by its corresponding
Fund; (5) the holding period of the portfolio securities
received by a Fund will be the same as the holding period of
the securities in the hands of its corresponding Partnership
immediately prior to the Exchange; and (6) the holding
period of the Fund Shares to be received by a Partnership will
include the period during which the Partnership assets
exchanged therefor were held. The Funds and the Partnerships
have sought, and anticipate receiving, a tax ruling from
the Internal Revenue Service (the "IRS") confirming the tax
consequences of each Exchange described above.
In addition, the opinion of counsel further states
that each Exchange will have the following Federal income
tax consequences to Limited Partners of a Partnership: (1) the
distribution of Fund Shares from a Partnership to a
Limited Partner, which will be in liquidation of such Partner's
Partnership Shares, will not cause taxable gain or loss
to be recognized by the Limited Partner; (2) a Limited Partner's
basis for its Fund Shares will be equal to the Limited
Partner's adjusted basis in his former Partnership Shares; and
(3) a Limited Partner's holding period with respect to
such Partner's Fund Shares will include the period during which
the Partnership's assets exchanged therefor were held.
Each Partnership's current tax year will end upon the
Partnership's termination. If a Limited Partner is not
a calendar year taxpayer, the termination of the Partnership
might cause a Limited Partner to pay a greater amount of
Federal income tax in its current fiscal year than such Limited
Partner would have paid if the Partnership had not
terminated.
Partners should consult their advisers regarding the
tax consequences of the Exchange to them, including state
and local tax consequences.
SECURITIES TO BE ISSUED
Dreyfus Global Growth Fund will issue Global Growth
Shares and Premier Strategic Growth Fund will issue
Strategic Growth Shares in exchange for the transfer of their
corresponding Partnership's net assets. Fund Shares will
be of one class and will have equal rights as to dividends and
in liquidation. Fund Shares have no preemptive,
subscription or conversion rights and are freely transferable.
Fund Shares issued in the Exchange will be fully paid,
legally binding and non-assessable by the issuing Fund. Dreyfus
Global Growth Fund has authorized an indefinite number
of shares of beneficial interest, in a single class; Premier
Strategic Growth Fund has authorized an indefinite number
of shares of beneficial interest classified as Class A, Class B,
Class C and Class R shares.
COMPARATIVE INFORMATION
General. Each Fund was organized as a Massachusetts
business trust pursuant to an Agreement and Declaration
of Trust dated May 14, 1993 (each, a "Declaration of Trust"),
and is governed by its Declaration of Trust, By-Laws and
Board of Trustees.
Each Partnership was formed under the laws of the
State of Delaware and is governed by its Agreement of
Limited Partnership, as amended and restated from time to time
(each, a "Partnership Agreement" and, collectively, the
"Partnership Agreements"), the Delaware Revised Uniform Limited
Partnership Act and its Managing General Partners.
Management
Trustees. Subject to the terms of each Fund's
Declaration of Trust and the requirements of the Investment
Company Act of 1940, as amended (the "Act"), each Fund's
Trustees have complete and exclusive control over the
management, conduct and operation of the relevant Fund's
business. The term of office of each Trustee is unlimited as
to duration unless the Trustees themselves adopt a limited term.
Assuming that the term remains of unlimited duration,
a person serving as a Trustee will continue in office until he
resigns, dies or is removed by the Trustees or
shareholders (by vote of not less than two-thirds of the
outstanding shares entitled to vote thereon). Trustee
vacancies may be filled by a vote of a majority of a Fund's
Trustees remaining in office, provided that, if immediately
after filling such vacancy less than two-thirds of the Trustees
have been elected by shareholders, a meeting of the
shareholders of the Fund will be required to approve such
vacancy. A meeting of shareholders of a Fund will be required
for the purpose of electing additional Trustees whenever fewer
than a majority of the Fund's Trustees then in office
have been elected by the shareholders.
Managing General Partners. Each Partnership has two
classes of Partners: general partners (the "General
Partners") and limited partners (the "Limited Partners" and,
with the General Partners, the "Partners"). The General
Partners of each Partnership include a number of individuals,
referred to as Managing General Partners, and one
corporate General Partner, Dreyfus Partnership Management, Inc.
(the "Non-Managing General Partner"). Subject to the
terms of its Partnership Agreement and the requirements of the
Act, the Managing General Partners of each Partnership
have complete and exclusive control over the management, conduct
and operation of the Partnership's business. Each
Partnership Agreement provides that a Managing General Partner
would have no further right to act as a General Partner
if he were to (i) die, become bankrupt or become incapacitated;
(ii) voluntarily retire upon less than 90 days' written
notice to the other Managing General Partners unless such notice
is waived; (iii) be removed by the other Managing
General Partners; or (iv) fail to be elected at a meeting of
Limited Partners called for such purpose. The Non-Managing
General Partner would have no further power to act as a General
Partner upon (i) its voluntary withdrawal as such,
subject to the conditions of the relevant Partnership Agreement;
(ii) its dissolution or other termination of its
existence; (iii) its filing of a petition of bankruptcy; (iv) an
involuntary petition of bankruptcy being filed against
it and appointment and confirmation of a trustee after an
opportunity for a hearing; (v) its assignment for the benefit
of creditors of substantially all of its assets; or (vi) removal
by the Partnership's Managing General Partners. A
withdrawing General Partner may either convert his or its
interest into that of a Limited Partner or redeem his or its
interest in the Partnership. Managing General Partner vacancies
may be filled by a Partnership's Managing General
Partners. A meeting of the Partners is required for the purpose
of electing additional Managing General Partners
whenever fewer than a majority of a Partnership's Managing
General Partners then in office have been elected by the
Partners.
Capitalization
The following tables set forth as of ____________,
1995 (1) the capitalization of each Partnership, (2) the
capitalization of each Fund and (3) the pro forma capitalization
of each Fund, as adjusted showing the effect of the
Exchange had it occurred on such date.
<TABLE>
<CAPTION>
Pro Forma
For Dreyfus
Dreyfus Dreyfus Global
Global Global Growth Fund
Growth Growth, After
Fund L.P. Exchange
<S> <C> <C> <C>
Total net assets $ $ $
Net asset value per share $ $ $
Shares outstanding
Pro Forma
For Premier
Premier Strategic
Strategic Dreyfus Growth Fund
Growth Strategic After
Fund Growth, Exchange
Class A L.P. Class A
<S> <C> <C> <C>
Total net assets $ $ $
Net asset value per share $ $ $
Shares outstanding
</TABLE>
Liability of Shareholders and Limited Partners
Liability of Shareholders. Under Massachusetts law,
each Fund's shareholders, under certain circumstances,
could be held personally liable for the obligations of the
relevant Fund. However, each Fund's Declaration of Trust
disclaims shareholder liability for acts or obligations of the
Fund and requires that notice of such disclaimer be given
in each note, bond, contract or other undertaking issued by or
on behalf of the Fund or its Trustees. Each Fund's
Declaration of Trust provides for indemnification out of Fund
property for all losses and expenses of any shareholder
held personally liable for the obligations of the Fund solely by
reason of his being or having been a Fund shareholder
and not because of his acts or omissions or some other reason.
Thus, the Funds consider the risk of a shareholder
incurring financial loss on account of shareholder liability to
be remote since it is limited to circumstances in which
a disclaimer is inoperative and a Fund itself would be unable to
meet its obligations. Each Fund's Declaration of Trust
also provides that the Fund, upon request, shall assume the
defense of any claim made against any shareholder for any
act or obligation of the Fund and satisfy any judgment thereon.
A substantial number of mutual funds in the United
States are organized as Massachusetts business trusts.
Liability of Limited Partners. Generally, a
Partnership's Limited Partners are not personally liable for the
obligations of the Partnership unless the Limited Partners
participate in the control of the business of the
Partnership. Under the terms of each Partnership Agreement, the
Limited Partners do not have the right to participate
in the control of a Partnership's business, but they may
exercise the right to vote on matters requiring approval under
the Act and on certain other matters, including amendments to
the Partnership Agreement.
Voting Rights
Shareholders' Voting Rights. Fund shareholders are
entitled to one vote for each Fund Share held and
fractional votes for fractional Fund Shares held. Fund Shares
are transferable, but have no preemptive, conversion or
subscription rights. Fund Shares do not have cumulative voting
rights.
Each Fund's Declaration of Trust provides that special
meetings of shareholders shall be called upon the
written request of shareholders owning at least 30% of the
outstanding shares entitled to vote. Each Fund's Declaration
of Trust may be amended by an instrument in writing signed by a
majority of the Fund's Trustees when authorized to do so
by a vote of shareholders holding a majority of the shares
entitled to vote, except for amendments changing the name of
the Fund, supplying any omission, curing any ambiguity or
curing, correcting or supplementing any defective or
inconsistent provision of the Declaration of Trust, which do not
require shareholder authorization.
Partners' Voting Rights. Partners are entitled to one
vote for each Partnership Share held and fractional
votes for each fractional Partnership Share held. Except as
provided in each Partnership Agreement, Partnership Shares
are non-transferrable without the consent of the Managing
General Partners. Each Partnership Agreement provides that
special meetings of Partners shall be called upon the written
request of Partners holding at least 30% of the voting
power of the Partnership. In addition, Partners who are holders
of at least 10% of the outstanding shares of the
Partnership have the power to direct the Partnership's Managing
General Partners to call a meeting of the Partners for
the purpose of voting on the removal of any Managing General
Partner. Limited Partners of a Partnership have the right
to vote on (i) the election of Managing General Partners as
provided in its Partnership Agreement, (ii) the approval or
termination of the investment advisory or underwriting contract,
(iii) the approval of the auditors of the Partnership,
(iv) any other matters that the Act requires to be approved by
the Partners, and (v) the dissolution and termination of
the Partnership as provided in the Partnership Agreement.
Shareholder Meetings
The Funds and the Partnerships generally are not
required to hold annual meetings of shareholders and
Partners, respectively, but are required to hold meetings of
shareholders or Partners for purposes of voting on certain
matters as required under the Act.
Liability of Trustees and General Partners
Liability of Trustees. Under each Fund's Declaration
of Trust, a Trustee will be personally liable only for
his own willful misfeasance, bad faith, gross negligence or
reckless disregard of such Trustee's duties. However, each
Fund's Declaration of Trust provides for indemnification of its
Trustees under certain circumstances specified therein.
Liability of General Partners. Under each Partnership
Agreement, a General Partner of a Partnership will be
personally liable to any Limited Partner only in the event of
such General Partner's willful misfeasance, bad faith,
gross negligence or reckless disregard of such General Partner's
duties. The General Partners of a Partnership
generally are liable for the debts and obligations of the
Partnership to third persons. However, each Partnership's
Partnership Agreement provides for indemnification of its
General Partners under certain circumstances specified
therein.
The foregoing is only a summary of certain aspects of
the operation of each Fund, its Declaration of Trust and
By-Laws and Massachusetts law, and the operation of each
Partnership, its Partnership Agreement and Delaware law. The
foregoing is not a complete description of the documents
referred to, and Partners should review the provisions of such
documents for a more thorough description.
Partners desiring a copy of a Fund's Declaration of
Trust or By-Laws should request such documents by writing
to the Fund, 144 Glenn Curtiss Boulevard, Uniondale, New York
11556-0144, Attention: Correspondence Department.
VOTE OF INITIAL SHAREHOLDER OF EACH FUND
Each Plan provides that prior to the Exchange, the
Partnership will acquire one Fund Share (making the
Partnership the sole shareholder of the Fund) so as to enable
the Partnership to comply with interpretations of the
Staff of the Securities and Exchange Commission, which require
shareholder election of Trustees, shareholder approval of
the Fund's Management Agreement, and shareholder ratification of
the selection of the Fund's independent auditors. A
vote in favor of the Exchange is deemed to be a vote in favor of
each Partnership's purchase of a corresponding Fund
Share, and in favor of the election of Trustees of the Fund,
approval of the Fund's Management Agreement, and
ratification of the selection of Ernst & Young LLP as the Fund's
independent auditors.
Temporary Suspension of Certain of Dreyfus Global
Growth, L.P.'s Investment Restrictions. Since certain of
Dreyfus Global Growth, L.P.'s existing investment restrictions
could preclude it from consummating the Exchange in the
manner contemplated in the relevant Plan, Partners are requested
to authorize the temporary suspension of certain
investment restrictions which restrict such Partnership's
ability to (i) purchase the securities of open-end investment
companies other than itself, (ii) invest in companies for the
purpose of exercising control, (iii) invest more than 5%
of its total assets in the securities of companies having less
than three years' continuous operations and (iv) invest
more than 25% of its total assets in the securities of issuers
in any single industry, as set forth in the Partnership's
Statement of Additional Information, as well as the temporary
suspension of any other investment restriction of the
Partnership to the extent necessary to permit the consummation
of the Exchange. The temporary suspension of certain of
Dreyfus Global Growth, L.P.'s investment restrictions will not
affect Dreyfus Global Growth Fund's investment
restrictions. A vote in favor of the Exchange is deemed to be a
vote in favor of this temporary suspension.
Temporary Suspension of Certain of Dreyfus Strategic
Growth, L.P.'s Investment Restrictions. Since certain of
Dreyfus Strategic Growth L.P.'s existing investment restrictions
could preclude it from consummating the Exchange in the
manner contemplated in the relevant Plan, Partners are requested
to authorize the temporary suspension of certain
investment restrictions which restrict such Partnership's
ability to (i) invest more than 25% of its assets in
investments in any particular industry or industries, (ii)
purchase securities of any company having less than three
years' continuous operation if such purchase would cause the
value of the Partnership's investments in all such
companies to exceed 5% of the value of its total assets, and
(iii) invest in the securities of a company for the purpose
of exercising management or control, as set forth in the
Partnership's Statement of Additional Information, as well as
the temporary suspension of any other investment restriction of
the Partnership to the extent necessary to permit the
consummation of the Exchange. The temporary suspension of
certain of Dreyfus Strategic Growth, L.P.'s investment
restrictions will not affect Premier Strategic Growth Fund's
investment restrictions. A vote in favor of the Exchange
is deemed to be a vote in favor of this temporary suspension.
REQUIRED VOTE AND MANAGING GENERAL PARTNERS' RECOMMENDATION
The Managing General Partners of each Partnership have
approved the Plan and the Exchange and have determined
that participation in the Exchange is in the Partnership's best
interests and the interests of Partners will not be
diluted as a result of the Exchange. Pursuant to each
Partnership Agreement, an affirmative vote of holders of a
majority of the Partnership Shares of a Partnership is required
to approve the Plan and the Exchange with respect to
that Partnership.
THE MANAGING GENERAL PARTNERS OF EACH PARTNERSHIP, INCLUDING THE
"NON-INTERESTED" MANAGING GENERAL PARTNERS, RECOMMEND
THAT PARTNERS VOTE "FOR" APPROVAL OF THE PARTNERSHIP'S PLAN AND
THE EXCHANGE.
A vote in favor of a Partnership's Plan and the
Exchange also authorizes the Partnership, as sole shareholder
of its corresponding Fund, to vote its Fund Share in favor of
(A) the election of Trustees, (B) the Management Agreement
with the Manager, and (C) the ratification of the selection of
Ernst & Young LLP as the Fund's independent auditors, all
as more fully described below.
A. AUTHORIZATION TO ELECT TRUSTEES
It is proposed that the nine Managing General Partners
of the Partnerships be elected Trustees of the Funds,
each Trustee to hold office until a successor is elected and
qualified. By voting to approve the Plan, Partners also
are authorizing the persons named in the accompanying form of
proxy to vote such proxy in favor of the authorization of
the Partnerships to vote Fund Shares in favor of such persons as
Trustees. The purpose of this procedure is to enable
the Trustees to be elected by shareholders without holding
another shareholder meeting.
Each person listed below has consented to being named
in this Proxy Statement and has agreed to serve as a
Trustee of each Fund if elected.
<TABLE>
<CAPTION>
Name, Principal Occupation and Trustee
Business Experience for Past Five Years Age Since
<S> <C> <C>
GORDON J. DAVIS 53 1995
Since October 1994, Mr. Davis has been a
senior partner with the law firm of LeBoeuf,
Lamb, Greene & MacRae. From 1983 to
September 1994, Mr. Davis was a senior
partner with the law firm of Lord Day &
Lord, Barrett Smith. Former Commissioner of
Parks and Recreation for the City of New
York from 1978-1983. He is also a Director
of Consolidated Edison, a utility company,
and Phoenix Home Life Insurance Company and
a member of various other corporate and not-
for-profit boards.
*JOSEPH S. DiMARTINO 51 1995
Since January 1995, Chairman of the Board
of various funds in the Dreyfus Family of
Funds. For more than five years prior
thereto, he was President, a director and,
until August 1994, Chief Operating Officer
of the Manager, and Executive Vice President
and a director of Dreyfus Service
Corporation, a wholly-owned subsidiary of
the Manager and, until August 24, 1994, the
Partnership's distributor. From August 24,
1994 to December 31, 1994, he was a director
of Mellon Bank Corporation ("Mellon"). Mr.
DiMartino is also Chairman of the Noel
Group, Inc., a venture capital company; a
director of The Muscular Dystrophy
Association, HealthPlan Services
Corporation, Belding Heminway Company, Inc.,
a manufacturer and marketer of industrial
threads, specialty yarns, home furnishings
and fabrics, Curtis Industries, Inc., a
national distributor of security products,
chemicals and automotive and other hardware,
Simmons Outdoor Corporation, and Staffing
Resources, Inc.; and a trustee of Bucknell
University.
*DAVID P. FELDMAN 55 1995
Chairman and Chief Executive Officer of AT&T
Investment Management Corporation. He is
also a Trustee of Corporate Property
Investors, a real estate investment company.
LYNN MARTIN 55 1995
Holder of the Davee Chair at the J.L.
Kellogg Graduate School of Management,
Northwestern University. During the Spring
Semester, 1993, she was a Visiting Fellow at
the Institute of Policy, Kennedy School of
Government, Harvard University. She also is
a consultant to the international accounting
firm of Deloitte & Touche, and chairwoman of
its Council on the Advancement of Women.
From January 1991 through January 1993, she
served as Secretary of the United States
Department of Labor. From 1981 to 1991, she
was United States Congresswoman for the
State of Illinois. Ms Martin also is a
director of Harcourt General Corporation, a
publishing, insurance and retailing company,
Ameritech Corporation, a telecommunications
and information company, and Ryder Systems,
Incorporated, a transportation company.
EUGENE McCARTHY 78 1995
Writer and columnist; former Senator from
Minnesota from 1958-1970. He is also a
director of Harcourt Brace Jovanovich, Inc.,
publishers.
DANIEL ROSE 65 1995
President and Chief Executive Officer of
Rose Associates, Inc., a New York based real
estate development and management firm. In
July 1994, Mr. Rose received a Presidential
appointment to serve as a Director of the
Baltic-American Enterprise Fund, which will
make equity investments and loans, and
provide technical business assistance, to
new business concerning in the Baltic
states. He is also Chairman of the Housing
Committee of the Real Estate Board of New
York, Inc., and a trustee of Corporate
Property Investors, a real estate investment
company.
SANDER VANOCUR 67 1995
Since January 1992, President of Old Owl
Communications, a full-service communica-
tions firm, and since November 1989, he has
served as a Director of the Damon Runyon-
Walter Winchell Cancer Research Fund, and
since January 1994, he has served as a
Visiting Professional Scholar at the Freedom
Forum First Amendment Center at Vanderbilt
University. From June 1986 to December
1991, he was a Senior Correspondent of ABC
News and, from October 1986 to December
1991, he was Anchor of the ABC News program
"Business World," a weekly business program
on the ABC television network. Mr. Vanocur
joined ABC News in 1977.
ANNE WEXLER 65 1995
Chairman of the Wexler Group, consultants
specializing in government relations and
public affairs. She is also a director of
American Cyanamid Company, Alumax, The
Continental Corporation, Comcast
Corporation, The New England Electric
System, NOVA and a member of the Board of
the Carter Center of Emory University, the
Council of Foreign Relations, the National
Parks Foundation, the Visiting Committee of
the John F. Kennedy School of Government at
Harvard University and the Board of Visitors
of the University of Maryland School of
Public Affairs.
REX WILDER 74 1995
Financial Consultant.
</TABLE>
__________
* "Interested person" as defined in the Act. Mr. DiMartino is
deemed to be an "interested person" by reason of his
position with the Manager and its subsidiaries during the past
two years. Mr. Feldman is deemed to be an "interested
person" because a member of his immediate family is an employee
of the Manager.
The Funds have no standing audit or compensation
committee or any committee performing similar functions.
Each Fund's financial statements and other audit-related matters
will be reviewed as they arise throughout the year by
the Fund's Board of Trustees as a whole.
In connection with the merger of the Manager and a
subsidiary of Mellon Bank, N.A. on August 24, 1994, 33,698
shares of the Manager's common stock held by Mr. DiMartino under
The Dreyfus Corporation Retirement Profit-Sharing Plan
(the "Profit-Sharing Plan") were converted into 29,660 shares of
common stock of Mellon, having a market value of
$58.375 per share on such date. In addition, two outstanding
options separately granted in 1982 and 1989 to Mr.
DiMartino to purchase an aggregate of 200,000 shares of the
Manager's common stock were converted into two options to
purchase an aggregate of 176,034 shares of Mellon common stock.
In November 1994, Mellon's common stock split in a 3
for 2 proportion, and all shares of Mellon common stock held
under the Profit-Sharing Plan, and all outstanding options,
were adjusted accordingly. In February 1995, Mr. DiMartino
exercised his two outstanding options. At that time, Mr.
DiMartino sold a total of 309,264 shares of Mellon common stock
in the secondary market at an average price of $38.650
per share.
Each Fund will pay the Trustees an annual retainer of
$2,500 and a fee per meeting of $250, and will reimburse
them for their expenses. The Chairman of the Board of each
Fund, which position will be held by Mr. DiMartino, will
receive an additional 25% in annual retainer and per meeting
attendance fees. Neither Fund will pay any other
remuneration to its officers and Trustees, except as described
below with respect to Mr. DiMartino, nor will it have a
bonus, pension, profit-sharing or retirement plan.
The estimated compensation to be paid to each Trustee
by each Fund for the fiscal year ending December 31,
1996 and by all other funds in the Dreyfus Family of Funds for
which such Trustee is a Board member (the number of which
is set forth in parentheses next to the Trustee's total
compensation) for the year ending December 31, 1995 (including
compensation payable by each Partnership) is set forth below:
<TABLE>
<CAPTION>
(3)
Pension or (4)
retirement Estimated
(2) benefits annual (5)
Aggregate accrued as benefits Total Compensation
compensation part of from each from each Fund and
(1) from each each Fund's Fund upon fund complex paid
Name of Board Member Fund* expenses retirement to Board Member
<S> <C> <C> <C> <C>
Gordon J. Davis $3,500 none none $ 29,602 (25)
Joseph S. DiMartino** $4,375 none none $445,000 (93)
David Feldman $3,500 none none $ 85,631 (27)
Lynn Martin $3,250 none none $ 26,852 (11)
Eugene McCarthy $3,500 none none $ 29,403 (11)
Daniel Rose $3,500 none none $ 62,006 (21)
Sander Vanocur $3,500 none none $ 62,006 (21)
Anne Wexler $1,181 none none $ 26,329 (16)
Rex Wilder $3,500 none none $ 29,403 (11)
_______________
* Amount does not include reimbursable expenses for attending Board meetings, which are estimated to be $500 for all Trustees as a
group.
**Mr. DiMartino and his family also are entitled to certain health insurance benefits, with a portion of the annual premium, such
portion estimated to be approximately $16,500 for the year ending
December 31, 1995, to be allocated among the funds in the Dreyfus Family of Funds for which he serves as Chairman of the Board.
</TABLE>
Information relevant to the executive officers of each
Fund is set forth on Exhibit B to this Proxy Statement.
B. AUTHORIZATION OF MANAGEMENT AGREEMENTS
By voting to approve the Plan, Partners of each
Partnership also are authorizing their Partnership to vote its
corresponding Fund Share in favor of the proposed Management
Agreement between the Fund and the Manager (each, a
"Management Agreement" and, collectively, the "Management
Agreements"). The Management Agreements are substantially
identical to the existing Management Agreements with respect to
the Partnerships, except that the Management Agreements
will be executed by the Funds rather than the Partnerships and
will be dated currently. The Manager will provide the
same investment advisory services to each Fund as it provides
the corresponding Partnership for the same annual fee.
The Manager
The Manager, located at 200 Park Avenue, New York, New
York 10166, was formed in 1947 and will serve as
investment adviser to the Fund. The Manager is a wholly-owned
subsidiary of Mellon Bank, N.A., which is a wholly-owned
subsidiary of Mellon. As of June 30, 1995, the Manager managed
or administered approximately $76 billion in assets for
more than 1.8 million investor accounts nationwide. The name
and amount of net assets of each registered investment
company (other than the Partnerships) with a substantially
similar investment objective as each Fund for which the
Manager provides investment advisory services, and the annual
rate of the Manager's fees for its advisory services to
each such investment company is set forth on Exhibit C to this
Combined Proxy Statement.
Mellon is a publicly owned multibank holding company
incorporated under Pennsylvania law in 1971 and
registered under the Federal Bank Holding Company Act of 1956,
as amended. Mellon provides a comprehensive range of
financial products and services in domestic and selected
international markets. Mellon is among the twenty-five largest
bank holding companies in the United States based on total
assets. Mellon's principal wholly-owned subsidiaries are
Mellon Bank, N.A., Mellon Bank (DE) National Credit Corporation
and a number of companies known as Mellon Financial
Services Corporations. Through its subsidiaries, including the
Manager, Mellon managed more than $___ billion in assets
as of June 30, 1995, including approximately $__ billion in
mutual fund assets. As of June 30, 1995, Mellon, through
various subsidiaries, provided non-investment services, such as
custodial or administration services, for more than $___
billion in assets, including approximately $__ billion in mutual
fund assets.
The Chairman of the Board and Chief Executive Officer
of the Manager is Howard Stein. Other directors of the
Manager are Mandell L. Berman, real estate consultant and
private investor, Southfield, Michigan; Frank V. Cahouet,
Chairman of the Board, President and Chief Executive Officer of
Mellon, Pittsburgh, Pennsylvania; Lawrence S. Kash, Vice
Chairman--Distribution of the Manager; Robert E. Riley,
President and Chief Operating Officer of the Manager; Stephen
E. Canter, Vice Chairman and Chief Investment Officer of the
Manager; Alvin E. Friedman, Senior Adviser to Dillon, Read
& Co. Inc., investment bankers, New York, New York; Lawrence M.
Greene, former Legal Consultant to the Manager; Julian
M. Smerling, former Vice Chairman of the Board of Directors of
the Manager; W. Keith Smith, Vice Chairman of the Board
of Directors of the Manager; and Dr. David B. Truman,
educational consultant and past President of Mt. Holyoke College
and of the Russell Sage Foundation, Hillsdale, New York.
The Management Agreements
Under the terms of the Management Agreements, the
Manager will manage each Fund's portfolio of investments in
accordance with the stated policies of the Fund, subject to the
approval of the Fund's Board of Trustees in accordance
with Massachusetts law. The Manager will be responsible for
each Fund's investment decisions, and will provide each
Fund with portfolio managers who are authorized by the Board of
Trustees to execute purchases and sales of securities.
Dreyfus Global Growth Fund's primary portfolio manager will be
Kelly McDermott. She has been employed by the Manager
since June 1992. Previously, Ms. McDermott served in the
institutional division of European Sales at Morgan Stanley &
Co. Incorporated, Salomon Brothers Inc and Kleinwort Benson.
Dreyfus Global Growth Fund's other portfolio managers will
be Howard Stein and Wolodymyr Wronskyj. Premier Strategic
Growth Fund's primary portfolio manager will be Michael L.
Schonberg. He has been employed by the Manager since July 1995.
Prior to joining the Manager, Mr. Schonberg was a General
Partner of Omega Advisors since 1994 and, for more than five
years prior thereto, was Chief Investment Officer and a Managing
Director of UBS Asset Management. The Manager also maintains a
research department with professional portfolio managers and
securities
analysts who will provide research services for each Fund as
well as for other funds advised by the Manager. All
purchases and sales of portfolio securities for each Fund will
be reported for the Board of Trustees' review at the
meeting subsequent to such transactions.
Under the terms of each Management Agreement, the
Manager will maintain office facilities on behalf of each
Fund, and will furnish statistical and research data, clerical
help, accounting, data processing, bookkeeping and
internal auditing and certain other required services to each
Fund. The Manager also may make such advertising and
promotional expenditures, using its own resources, as it from
time to time deems appropriate.
All expenses incurred in the operation of a Fund will
be borne by the Fund, except to the extent specifically
assumed by the Manager. The expenses to be borne by each Fund
will include: organizational costs, taxes, interest,
loan commitment fees, interest and distributions paid on
securities sold short, brokerage fees and commissions, if any,
fees of Trustees who are not officers, directors, employees or
holders of 5% or more of the outstanding voting
securities of the Manager or any affiliates thereof, Securities
and Exchange Commission fees, state Blue Sky
qualification fees, advisory fees, charges of custodians,
transfer and dividend disbursing agents' fees, certain
insurance premiums, industry association fees, outside auditing
and legal expenses, costs of maintaining the Fund's
existence, costs of independent pricing services, costs
attributable to investor services (including, without
limitation, telephone and personnel expenses), costs of
shareholders' reports and meetings, costs of preparing and
printing prospectuses and statements of additional information
for regulatory purposes and for distribution to existing
shareholders, and any extraordinary expenses.
Under the terms of each Management Agreement, the
Manager has agreed that if, in any fiscal year, the
aggregate expenses of a Fund, exclusive of taxes, brokerage,
interest on borrowings and (with the prior written consent
of the necessary state securities commissions) extraordinary
expenses, but including advisory fees, exceed the expense
limitation of any state having jurisdiction over the Fund, the
Fund may deduct from the payment to be made to the
Manager, or the Manager will bear, such excess expense to the
extent required by state law. Such deduction or payment,
if any, will be estimated daily, and reconciled and effected or
paid, as the case may be, on a monthly basis.
As compensation for its services, each Fund has agreed
to pay the Manager a monthly fee at an annual rate
equal to .75 of 1% of the value of the relevant Fund's average
daily net assets.
Each Fund's Management Agreement will continue until
January 1, 1998 and thereafter will continue
automatically for successive annual periods ending on January 1
of each year, provided such continuance is specifically
approved at least annually by (i) the relevant Fund's Board of
Trustees or (ii) vote of a majority (as defined in the
Act) of the Fund's outstanding voting securities, and provided
that in either event the continuance also is approved by
a majority of the Fund's Trustees who are not "interested
persons" (as defined in the Act) of the Fund or the Manager,
by vote cast in person at a meeting called for the purpose of
voting on such approval. Each Fund's Management Agreement
may be terminated without penalty, on 60 days' notice, by the
relevant Fund's Board of Trustees or by vote of the
holders of a majority of the Fund's shares, or, upon not less
than 90 days' notice, by the Manager. Each Fund's
Management Agreement will terminate automatically in the event
of its assignment (as defined in the Act). A copy of the
Management Agreement in the form being presented for approval,
and as approved by each Fund's Board of Trustees, is set
forth as Exhibit D to this Combined Proxy Statement.
Board Consideration
In considering whether to approve the Management
Agreement, each Fund's Board of Trustees concluded that it
was satisfied with the services provided to the corresponding
Partnership by the Manager under its Management Agreement
with the Partnership, that those services would continue to be
provided by the Manager to the Fund, and that no change
in the terms of the Management Agreement was appropriate.
Portfolio Transactions
It is anticipated that, if the Exchange is approved,
portfolio transactions for each Fund will be conducted by
the Manager in the same manner as portfolio transactions are
presently conducted for the corresponding Partnership by
the Manager.
C. RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
FOR THE FUNDS
As required by the Act, the Trustees of each Fund,
including a majority of the Trustees who are not
"interested persons" of the Fund (as defined in the Act), have
selected Ernst & Young LLP as the Fund's independent
auditors. The Act requires that a Fund's independent auditors
be selected by a majority of those Trustees who are not
"interested persons" of the Fund (as defined in the Act), and
that the employment of such auditors be conditioned on the
right of the Fund, by vote of a majority of its outstanding
securities at any meeting called for that purpose, to
terminate such employment forthwith without penalty. Partners
are asked, by voting in favor of the Plans, to authorize
each Partnership, as its corresponding Fund's sole shareholder,
to ratify the selection of Ernst & Young LLP as the
Fund's independent auditors for the Fund's first fiscal year.
Apart from its fees as independent auditors, neither the
firm of Ernst & Young LLP nor any of its partners has a direct,
or material indirect, financial interest in the Funds,
the Manager or affiliates thereof.
CERTAIN AFFILIATIONS
The Non-Managing General Partner, a wholly-owned
subsidiary of the Manager, is required to maintain an
interest in each Partnership at all times sufficient to comply
with certain tax requirements. These tax requirements do
not apply to the Funds. If the Exchanges are approved, the
Manager will serve as investment adviser to each Fund.
DISTRIBUTOR
Each Fund's distributor is Premier Mutual Fund
Services, Inc. (the "Distributor"), located at One Exchange
Place, Boston, Massachusetts 02109. The ultimate parent company
of the Distributor is Boston Institutional Group, Inc.
FINANCIAL STATEMENTS AND EXPERTS
The audited financial statements of each Partnership
for the fiscal year ended December 31, 1994, which are
included in each Partnership's Statement of Additional
Information dated May 1, 1995, have been examined by Ernst &
Young LLP, independent auditors, whose report thereon is
included therein. The financial statements of each Partnership
examined by Ernst & Young LLP have been incorporated herein by
reference in reliance upon their report given on their
authority as experts in accounting and auditing.
OTHER MATTERS
The Managing General Partners are not aware of any
other matters which may come before the Meeting. However,
should any such matters properly come before the Meeting, it is
the intention of the persons named in the accompanying
form of proxy to vote the proxy in accordance with their
judgment on such matters.
VOTING INFORMATION
The Partnerships will bear the cost of soliciting
proxies on a pro rata basis in proportion to their
respective assets. In addition to the use of the mails, proxies
may be solicited personally, by telephone or by
telegraph, and each Partnership may pay persons holding its
Partnership Shares in their names or those of their nominees
for their expenses in sending soliciting materials to their
principals.
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 Partnership Shares on a particular matter with
respect to which the broker or nominee does not have
discretionary power) or is marked with an abstention
(collectively, "abstentions"), the Partnership Shares
represented thereby will be considered to be present at the
Meeting for purposes of determining the existence of a quorum
for the transaction of business. Under Delaware law,
abstentions do not constitute a vote "for" or "against" a matter
and will be disregarded in determining the "votes cast" on an
issue.
In the event that a quorum is not present at a
Meeting, or if a quorum is present but sufficient votes to
approve Proposal 1 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 a Meeting, the following factors may be
considered: the nature of the Proposal, the percentage of votes
actually cast, the percentage of negative votes
actually cast, the nature of any further solicitation and the
information to be provided to Partners 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 Partner vote may be taken for Proposal
1 in this Combined Proxy Statement prior to any adjournment if
sufficient votes have been received for approval. If a
quorum is present, the persons named as proxies will vote those
proxies which they are entitled to vote "FOR" the
Proposal in favor of such adjournments, and will vote those
proxies required to be voted "AGAINST" the Proposal against
any adjournment. A quorum is constituted with respect to a
Partnership by the presence in person or by proxy of the
holders of more than one-third of the outstanding Partnership
Shares entitled to vote at the Meeting. If a proxy is
properly executed and returned and is marked with an abstention,
the Partnership Shares represented thereby will be
considered to be present at the Meeting for the purpose of
determining the existence of a quorum for the transaction of
business, but will not be voted on any matter as to which the
abstention applies.
The Delaware Revised Uniform Limited Partnership Law
does not provide for appraisal rights for Partners who do
not approve the Plan. However, Partners do have the right, at
any time prior to the Exchange date, to redeem their
Partnership Shares as described in the Partnership's Prospectus.
As each Partnership will be the sole shareholder of
its corresponding Fund, it may be deemed to control the
Fund until the Exchange has been consummated. No officer or
Partner of the Partnerships directly owns any Fund Shares.
The following table presents certain information for
each Partnership regarding the beneficial ownership of
its shares as of , 1995 by each officer and General
Partner of the Partnership owning shares on such date. In
each case, such amount constituted less than 1% of each
Partnership's outstanding shares.
Name of Beneficial Owner Number of Shares
[To be provided]
As of __________, 1995, the following persons were
known by the relevant Partnership to own 5% or more of the
Partnership's outstanding voting securities:
Name and Address Number of Percentage of
of Partner Shares Shares Outstanding
[To be provided]
A Partner who beneficially owns, directly or
indirectly, more than 25% of a Partnership's voting securities
may be deemed a "control person" (as defined in the Act) of the
Partnership.
NOTICE TO BANKS, BROKER/DEALERS AND VOTING TRUSTEES
AND THEIR NOMINEES
Please advise the Partnerships, in care of The
Shareholder Services Group, Inc., a subsidiary of First Data
Corporation, Attention: Dreyfus Global Growth, L.P. or Dreyfus
Strategic Growth, L.P., as the case may be, P.O. Box
9119, Quincy, Massachusetts 02269-9947, whether other persons
are the beneficial owners of Partnership Shares for which
proxies are being solicited from you, and, if so, the number of
copies of the Combined Proxy Statement and other
soliciting material you wish to receive in order to supply
copies to the beneficial owners of Partnership Shares.
<PAGE>
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.
THEREFORE, PARTNERS WHO DO NOT EXPECT TO ATTEND IN PERSON
ARE URGED TO COMPLETE, DATE, SIGN AND RETURN THE PROXY CARD IN
THE ENCLOSED STAMPED ENVELOPE.
Dated: September 15, 1995
<PAGE>
EXHIBIT A
FORM OF
AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION dated
________________, 1995 (the "Agreement"), between <fn*> , a
Delaware limited partnership having an office at 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144 (the
"Partnership"), and <fn**> a Massachusetts business trust
having an office at 144 Glenn Curtiss Boulevard,
Uniondale, New York 11556-0144 (the "Fund").
WHEREAS, the Managing General Partners of the
Partnership and the Board of Trustees of the Fund have
determined that it is in the best interests of the Partnership
and the Fund, respectively, that the assets of the
Partnership be acquired by the Fund pursuant to this Agreement
and in accordance with the applicable statutes of the
State of Delaware and The Commonwealth of Massachusetts; and
WHEREAS, the parties desire to enter into a plan of
exchange pursuant to Section 351 of the Internal Revenue
Code:
NOW THEREFORE, in consideration of the premises and of
the covenants and agreements hereinafter set forth, the
parties agree as follows:
____________________________
* Insert DREYFUS GLOBAL GROWTH, L.P. OR
DREYFUS STRATEGIC GROWTH, L.P., as appropriate.
** Insert DREYFUS GLOBAL GROWTH FUND or PREMIER
STRATEGIC GROWTH FUND, as appropriate.
1. PLAN OF EXCHANGE
(a) Subject to the requisite approval of the partners
of the Partnership, including the general partners
(collectively, the "Partners"), and to the terms and conditions
contained herein, on the Exchange Date (as defined
herein) the Partnership shall assign, transfer and convey to the
Fund, and the Fund shall acquire all of the assets of
the Partnership, including all securities and cash (subject to
liabilities), for [Class A]<fn***> shares of beneficial
interest of the Fund, par value $.001 per share (the "Fund
Shares"), and, to the extent necessary, a fractional Fund
Share, to be issued by the Fund, having an aggregate net asset
value equal to the value of the net assets of the
Partnership acquired. The value of the Partnership's assets to
be acquired by the Fund and the net asset value per
share of the Fund Shares shall be determined, as of the Exchange
Date, in accordance with the procedures for determining
the value of the Fund's assets set forth in the Fund's Agreement
and Declaration of Trust and in the then-current
prospectus and statement of additional information that forms
part of the Partnership's Registration Statement on Form
N-1A. In lieu of delivering certificates for the Fund Shares,
the Fund shall credit the Fund Shares to the
Partnership's account on the share record books of the Fund and
shall deliver a confirmation thereof to the Partnership.
The Partnership shall then deliver written instructions to the
Fund's transfer agent to establish accounts for the
Partners on the share record books of the Fund.
_______________
*** With respect to Premier Strategic Growth Fund only.
(b) Delivery of the assets of the Partnership to be
transferred shall be made not later than the next
business day following the Exchange Date. Assets transferred
shall be delivered to The Bank of New York, 90 Washington
Street, New York, New York, the Fund's custodian (the
"Custodian"), for the account of the Fund, with all securities
not in bearer or book-entry form duly endorsed, or accompanied
by duly executed separate assignments or stock powers, in
proper form for transfer, with signatures guaranteed, and with
all necessary stock transfer stamps, sufficient to
transfer good and marketable title thereto (including all
accrued interest and dividends and rights pertaining thereto)
to the Custodian for the account of the Fund free and clear of
all liens, encumbrances, rights, restrictions and claims.
All cash delivered shall be in the form of immediately available
funds payable to the order of the Custodian for the
account of the Fund.
(c) The Partnership will pay or cause to be paid to
the Fund any interest received on or after the Exchange
Date with respect to assets transferred to the Fund hereunder.
The Partnership will transfer to the Fund any
distributions, rights or other assets received by the
Partnership after the Exchange Date as distributions on or with
respect to the securities transferred. Such assets shall be
deemed included in assets transferred to the Fund on the
Exchange Date and shall not be separately valued.
(d) The Exchange Date shall be December 31, 1995, or
such earlier or later date as may be mutually agreed
upon by the parties.
(e) As soon as practicable after the Exchange Date,
the Partnership shall distribute all Fund Shares received
by it among the Partners in proportion to the number of
partnership interests each Partner holds in the Partnership (the
"Partnership Interests"), and thereafter will dissolve.
2. THE PARTNERSHIP'S REPRESENTATIONS AND WARRANTIES.
2.1. The Partnership represents and warrants to and
agrees with the Fund as follows:
(a) The Partnership is a limited partnership
duly formed and validly existing under the laws of the
State of Delaware and has power to own all of its properties and
assets and, subject to the approval of the Partners, to
carry out this Agreement.
(b) The Partnership is registered under the
Investment Company Act of 1940, as amended (the "1940 Act"),
as an open-end, non-diversified, management investment company,
and such registration has not been revoked or rescinded
and is in full force and effect.
(c) Except as shown on the financial statements
of the Partnership for the period ended December 31,
1994 and as incurred in the ordinary course of the Partnership's
business since December 31, 1994 the Partnership has no
known liabilities of a material amount, contingent or otherwise,
and there are no material legal, administrative or
other proceedings pending or threatened against the Partnership.
(d) On the Exchange Date, the Partnership will
have full right, power and authority to sell, assign,
transfer and deliver the assets to be transferred by it
hereunder.
3. THE FUND'S REPRESENTATIONS AND WARRANTIES.
The Fund represents and warrants to and agrees with
the Partnership as follows:
(a) The Fund is a business trust duly organized,
validly existing and in good standing under the laws of
The Commonwealth of Massachusetts and has power to carry on its
business as it is now being conducted and to carry out
this Agreement.
(b) The Fund is registered under the 1940 Act as
an open-end, non-diversified, management investment
company, and such registration has not been revoked or rescinded
and is in full force and effect.
(c) Except as shown on the balance sheet of the
Fund included as part of its Registration Statement on
Form N-1A and as incurred in the ordinary course of the Fund's
business since the date of such balance sheet, the Fund
has no known liabilities of a material amount, contingent or
otherwise, and there are no material legal, administrative
or other proceedings pending or threatened against the Fund.
(d) At the Exchange Date, the Fund Shares to be
issued to the Partnership (the only Fund Shares to be
issued as of the Exchange Date, except for the initial capital
of the Fund) will have been duly authorized and, when
issued and delivered pursuant to this Agreement, will be legally
and validly issued and will be fully paid and non-
assessable by the Fund. No Fund shareholder will have any
preemptive right of subscription or purchase in respect
thereof.
4. THE FUND'S CONDITIONS PRECEDENT.
The obligations of the Fund hereunder shall be subject
to the following conditions:
(a) The Partnership shall have furnished to the
Fund a statement of the Partnership's assets, including
a list of securities owned by the Partnership with their
respective tax costs and values determined as provided in
Section 1 hereof, all as of the Exchange Date.
(b) As of the Exchange Date, all representations
and warranties of the Partnership made in this
Agreement shall be true and correct as if made at and as of such
date, and the Partnership shall have complied with all
the agreements and satisfied all the conditions on its part to
be performed or satisfied at or prior to such date.
(c) A vote approving this Agreement and the
transactions and exchange contemplated hereby shall have
been adopted by the holders of at least a majority of the
outstanding Partnership Interests entitled to vote and the
Partners shall have voted at such meeting (by voting in favor of
the Agreement and the exchange contemplated hereby) to
direct the Partnership to vote, and the Partnership shall have
voted by or on the Exchange Date, as sole shareholder of
the Fund to:
(1) elect Gordon J. Davis, Joseph S. DiMartino,
David P. Feldman, Lynn Martin, Eugene McCarthy, Daniel
Rose, Sander Vanocur, Anne Wexler and Rex
Wilder as Trustees of the Fund;
(2) approve a Management Agreement between the
Fund and The Dreyfus Corporation, substantially in the
form attached to the Partnership's proxy
materials; and
(3) ratify the selection of Ernst & Young LLP as
the Fund's independent auditors.
5. THE PARTNERSHIP'S CONDITIONS PRECEDENT.
The obligations of the Partnership hereunder shall be
subject to the condition that as of the Exchange Date
all representations and warranties of the Fund made in this
Agreement shall be true and correct as if made at and as of
such date, and that the Fund shall have complied with all of the
agreements and satisfied all the conditions on its part
to be performed or satisfied at or prior to such date.
6. THE FUND'S AND THE PARTNERSHIP'S CONDITIONS PRECEDENT.
The obligations of both the Fund and the Partnership
hereunder shall be subject to the following conditions:
(a) This Agreement and the transactions
contemplated hereby shall have been approved by the affirmative
vote of at least a majority of the Partnership Interests as of
the close of business on December 31, 1995, or such
earlier or later date as may be mutually agreed upon by the
parties.
(b) There shall not be any material litigation
pending with respect to the matters contemplated by this
Agreement.
7. TERMINATION OF AGREEMENT.
This Agreement and the transactions contemplated
hereby may be terminated and abandoned by resolution of the
Managing General Partners of the Partnership or the Board of
Trustees of the Fund, at any time prior to the Exchange
Date (and notwithstanding any vote of the Partners) if
circumstances should develop that, in the opinion of either the
Managing General Partners or the Board of Trustees, make
proceeding with this Agreement inadvisable.
If this Agreement is terminated and the exchange
contemplated hereby is abandoned pursuant to the provisions
of this Section 7, this Agreement shall become void and have no
effect, without any liability on the part of any party
hereto or the trustees, officers or shareholders of the Fund or
the Partners or officers of the Partnership, in respect
of this Agreement.
8. WAIVER.
At any time prior to the Exchange Date, any of the
foregoing conditions may be waived by the Managing General
Partners of the Partnership, or the Board of Trustees of the
Fund, if, in the judgment of the waiving party, such waiver
will not have a material adverse effect on the benefits intended
under this Agreement to the Partners or the
shareholders of the Fund, as the case may be.
9. NO SURVIVAL OF REPRESENTATIONS.
None of the representations and warranties included or
provided for herein shall survive consummation of the
transactions contemplated hereby.
10. GOVERNING LAW.
This Agreement shall be governed and construed in
accordance with the internal laws of the State of New York,
without giving effect to principles of conflict of laws;
provided, however, that the due authorization, execution and
delivery of this Agreement, in the case of the Partnership,
shall be governed and construed in accordance with the
internal laws of the State of Delaware and, in the case of the
Fund, shall be governed and construed in accordance with
the internal laws of The Commonwealth of Massachusetts, in each
case without giving effect to principles of conflict of laws.
11. COUNTERPARTS.
This Agreement may be executed in counterparts, each
of which, when executed and delivered, shall be deemed to
be an original.
12. LIMITATION OF LIABILITY.
(a) The names " <fn*> " and "Trustees of *
" refer, respectively, to the Fund and the Trustees
of such Fund, as trustees but not individually or personally,
acting from time to time under the Fund's Declaration of
Trust, a copy of which is on file at the office of the Secretary
of State of The Commonwealth of Massachusetts and at
the principal office of the Fund. The obligations of the Fund
entered into in the name or on behalf thereof by any of
its Trustees, representatives or agents are made not
individually, but in such capacities, and are not binding upon
any of the Trustees, shareholders, representatives or agents of
the Fund personally, but bind only the Fund's property, and
all persons dealing with any class or series of shares of the
Fund must look solely to the Fund's property belonging to
such class or series for the enforcement of any claims against
the Fund.
________________
* Insert Dreyfus Global Growth Fund or Premier Strategic
Growth Fund, as appropriate.
(b) This Agreement is executed by one or more of
the Partnership's Managing General Partners or officers
on behalf of the Partnership and not individually, and the
obligations of this Agreement are not binding upon any of
them or upon any Partner individually but are binding only upon
the assets and property of the Partnership.
IN WITNESS WHEREOF, the Partnership and the Fund
have caused this Agreement and Plan of Exchange to be
executed and attested on its behalf by its duly authorized
representatives as of the date first above written.
<fn*>
ATTEST: By:
<fn**>
ATTEST: By:
___________________
* Insert DREYFUS GLOBAL GROWTH, L.P. or DREYFUS STRATEGIC
GROWTH, L.P., as appropriate.
** Insert DREYFUS GLOBAL GROWTH FUND or PREMIER STRATEGIC
GROWTH FUND, as appropriate.
<PAGE>
EXHIBIT B
Set forth below is information relevant to the
executive officers of each Fund:
<TABLE>
<CAPTION>
Name and Position Principal Occupation and Business
with Fund Age Experience For Past Five Years
<S> <C> <C>
MARIE E. CONNOLLY 37 President and Chief Operating Officer
President and of the Distributor and an officer of
Treasurer other investment companies advised or
administered by the Manager. From
December 1991 to July 1994, she was
President and Chief Compliance
Officer of Funds Distributor, Inc.,
the ultimate parent company of which
is Boston Institutional Group, Inc.
Prior to December 1991, she served as
Vice President and Controller, and
later as Senior Vice President, of
The Boston Company Advisors, Inc.
JOHN E. PELLETIER 31 Senior Vice President and General
Vice President and Counsel of the Distributor and an
Secretary officer of the other investment companies
advised or administered by the
Manager. From February 1992 to July
1994, he served as Counsel for The
Boston Company Advisors, Inc. From
August 1990 to February 1992, he was
employed as an Associate at Ropes &
Gray, and prior to August 1990, he
was employed as an Associate at
Sidley & Austin.
FREDERICK C. DEY 33 Senior Vice President of the
Vice President and Distributor and an officer of other
Assistant Treasurer investment companies advised or
administered by the Manager. From
1988 to August 1994, he was manager
of the High Performance Fabric
Division of Springs Industries Inc.
ERIC B. FISCHMAN 30 Associate General Counsel of the
Vice President and Distributor and an officer of other
Assistant Secretary investment companies advised or
administered by the Manager. From
September 1992 to August 1994, he was
an attorney with the Board of
Governors of the Federal Reserve
System.
JOSEPH S. TOWER, III 33 Senior Vice President, Treasurer and
Assistant Treasurer Chief Financial Officer of the
Distributor and an officer of other
investment companies advised or
administered by the Manager. From
July 1988 to August 1994, he was
employed by The Boston Company, Inc.
where he held various management
positions in the Corporate Finance
and Treasury areas.
JOHN J. PYBURN 59 Assistant Treasurer of the
Assistant Treasurer Distributor and an officer of other
investment companies advised or
administered by the Manager. From
1984 to July 1994, he was Assistant
Vice President in the Mutual Fund
Accounting Department of the Manager.
PAUL FURCINITO 28 Assistant Vice President of the
Assistant Secretary Distributor and an officer of other
investment companies advised or
administered by the Manager. From
January 1992 to July 1994, he was a
Senior Legal Product Manager and,
from January 1990 to January 1992, a
mutual fund accountant, for The
Boston Company Advisors, Inc.
RUTH D. LEIBERT 50 Assistant Vice President of the
Assistant Secretary Distributor and an officer of other
investment companies advised or
administered by the Manager. From
March 1992 to July 1994, she was a
Compliance Officer for The Managers
Funds, a registered investment
company. From March 1990 until
September 1991, she was Development
Director of The Rockland Center for
the Arts.
</TABLE>
The address of each officer of the Fund is 200 Park
Avenue, New York, New York 10166.
<PAGE>
EXHIBIT C
The investment companies which have a similar
investment objective to that of Dreyfus Global Growth Fund and
Premier Strategic Growth Fund for which
the Manager serves as investment adviser are listed below. The
approximate net assets of each investment company as of
June 30, 1995 and the investment advisory fee payable by it to
the Manager (expressed as a percentage of average daily
net assets) also are listed below:
<TABLE>
<CAPTION>
Investment Advisory
Fee as a Percentage Approximate
of Average Daily Net Assets
Name of Fund Net Assets (In millions)
<S> <C> <C>
Dreyfus Appreciation Fund, Inc. .55% $304,124
Premier Capital Growth Fund, Inc. .75% $581,424
Dreyfus Capital Value Fund .75% $389,358
(A Premier Fund)
Dreyfus Strategic Investing .75% $213,433
Premier Growth Fund, Inc. .75%<fn*> $ 38,267
Premier Global Investing, Inc. .75% $145,889
</TABLE>
________________
* The Manager waived its entire investment advisory fee for
the fiscal year ended October 31, 1994 pursuant to an
undertaking in effect.
<PAGE>
EXHIBIT D
MANAGEMENT AGREEMENT
<fn*>
200 Park Avenue
New York, New York 10166
January 1, 1996
The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Dear Sirs:
The above-named investment company (the "Fund")
herewith confirms its agreement with you as follows:
The Fund desires to employ its capital by investing
and reinvesting the same in investments of the type and in
accordance with the limitations specified in its charter
documents and in its Prospectus and Statement of Additional
Information as from time to time in effect, copies of which have
been or will be submitted to you, and in such manner
and to such extent as from time to time may be approved by the
Fund's Board. The Fund desires to employ you to act as
its investment adviser.
In this connection it is understood that from time to
time you will employ or associate with yourself such
person or persons as you may believe to be particularly fitted
to assist you in the performance of this Agreement. Such
person or persons may be officers or employees who are employed
by both you and the Fund. The compensation of such
person or persons shall be paid by you and no obligation may be
incurred on the Fund's behalf in any such respect.
_________________
fn* Insert DREYFUS GLOBAL GROWTH FUND or PREMIER STRATEGIC
GROWTH FUND, as appropriate.
Subject to the supervision and approval of the Fund's
Board, you will provide investment management of the
Fund's portfolio in accordance with the Fund's investment
objectives and policies as stated in its Prospectus and
Statement of Additional Information as from time to time in
effect. In connection therewith, you will obtain and
provide investment research and will supervise the Fund's
investments and conduct a continuous program of investment,
evaluation and, if appropriate, sale and reinvestment of the
Fund's assets. You will furnish to the Fund such
statistical information, with respect to the investments which
the Fund may hold or contemplate purchasing, as the Fund
may reasonably request. The Fund wishes to be informed of
important developments materially affecting its portfolio and
shall expect you, on your own initiative, to furnish to the Fund
from time to time such information as you may believe
appropriate for this purpose.
In addition, you will supply office facilities (which
may be in your own offices), data processing services,
clerical, accounting and bookkeeping services, internal auditing
and legal services, internal executive and
administrative services, and stationery and office supplies;
prepare reports to the Fund's stockholders, tax returns,
reports to and filings with the Securities and Exchange
Commission and state Blue Sky authorities; calculate the net
asset value of the Fund's shares; and generally assist in all
aspects of the Fund's operations. You shall have the
right, at your expense, to engage other entities to assist you
in performing some or all of the obligations set forth in
this paragraph, provided each such entity enters into an
agreement with you in form and substance reasonably
satisfactory to the Fund. You agree to be liable for the acts
or omissions of each such entity to the same extent as if
you had acted or failed to act under the circumstances.
You shall exercise your best judgment in rendering the
services to be provided to the Fund hereunder and the
Fund agrees as an inducement to your undertaking the same that
you shall not be liable hereunder for any error of
judgment or mistake of law or for any loss suffered by the Fund,
provided that nothing herein shall be deemed to protect
or purport to protect you against any liability to the Fund or
to its security holders to which you would otherwise be
subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of your duties hereunder, or
by reason of your reckless disregard of your obligations and
duties hereunder.
In consideration of services rendered pursuant to this
Agreement, the Fund will pay you on the first business
day of each month a fee at the annual rate of .75 of 1% of the
value of the Fund's average daily net assets. Net asset
value shall be computed on such days and at such time or times
as described in the Fund's then-current Prospectus and
Statement of Additional Information. The fee for the period
from the date of the commencement of the public sale of the
Fund's shares to the end of the month during which such sale
shall have been commenced shall be pro-rated according to
the proportion which such period bears to the full monthly
period, and upon any termination of this Agreement before the
end of any month, the fee for such part of a month shall be
pro-rated according to the proportion which such period
bears to the full monthly period and shall be payable upon the
date of termination of this Agreement.
For the purpose of determining fees payable to you,
the value of the Fund's net assets shall be computed in
the manner specified in the Fund's charter documents for the
computation of the value of the Fund's net assets.
You will bear all expenses in connection with the
performance of your services under this Agreement. All
other expenses to be incurred in the operation of the Fund will
be borne by the Fund, except to the extent specifically
assumed by you. The expenses to be borne by the Fund include,
without limitation, the following: organizational costs,
taxes, interest, loan commitment fees, interest and
distributions paid on securities sold short, brokerage fees and
commissions, if any, fees of Board members who are not your
officers, directors or employees or holders of 5% or more of
your outstanding voting securities, Securities and Exchange
Commission fees and state Blue Sky qualification fees,
advisory fees, charges of custodians, transfer and dividend
disbursing agents' fees, certain insurance premiums,
industry association fees, outside auditing and legal expenses,
costs of independent pricing services, costs of
maintaining the Fund's existence, costs attributable to investor
services (including, without limitation, telephone and
personnel expenses), costs of preparing and printing
prospectuses and statements of additional information for
regulatory purposes and for distribution to existing
stockholders, costs of stockholders' reports and meetings, and
any extraordinary expenses.
If in any fiscal year the aggregate expenses of the
Fund (including fees pursuant to this Agreement, but
excluding interest, taxes, brokerage and, with the prior written
consent of the necessary state securities commissions,
extraordinary expenses) exceed the expense limitation of any
state having jurisdiction over the Fund, the Fund may
deduct from the fees to be paid hereunder, or you will bear,
such excess expense to the extent required by state law.
Your obligation pursuant hereto will be limited to the amount of
your fees hereunder. Such deduction or payment, if
any, will be estimated daily, and reconciled and effected or
paid, as the case may be, on a monthly basis.
The Fund understands that you now act, and that from
time to time hereafter you may act, as investment adviser
to one or more other investment companies and fiduciary or other
managed accounts, and the Fund has no objection to your
so acting, provided that when the purchase or sale of securities
of the same issuer is suitable for the investment
objectives of two or more companies or accounts managed by you
which have available funds for investment, the available
securities will be allocated in a manner believed by you to be
equitable to each company or account. It is recognized
that in some cases this procedure may adversely affect the price
paid or received by the Fund or the size of the
position obtainable for or disposed of by the Fund.
In addition, it is understood that the persons
employed by you to assist in the performance of your duties
hereunder will not devote their full time to such service and
nothing contained herein shall be deemed to limit or
restrict your right or the right of any of your affiliates to
engage in and devote time and attention to other
businesses or to render services of whatever kind or nature.
You shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund in
connection with the matters to which this Agreement relates,
except for a loss resulting from willful misfeasance, bad
faith or gross negligence on your part in the performance of
your duties or from reckless disregard by you of your
obligations and duties under this Agreement. Any person, even
though also your officer, director, partner, employee or
agent, who may be or become an officer, Board member, employee
or agent of the Fund, shall be deemed, when rendering
services to the Fund or acting on any business of the Fund, to
be rendering such services to or acting solely for the
Fund and not as your officer, director, partner, employee or
agent or one under your control or direction even though
paid by you.
This Agreement shall continue until January 1, 1998,
and thereafter shall continue automatically for
successive annual periods ending on January 1 of each year,
provided such continuance is specifically approved at least
annually by (i) the Fund's Board or (ii) vote of a majority (as
defined in the Investment Company Act of 1940) of the
Fund's outstanding voting securities, provided that in either
event its continuance also is approved by a majority of
the Fund's Board members who are not "interested persons" (as
defined in said Act) of any party to this Agreement, by
vote cast in person at a meeting called for the purpose of
voting on such approval. This Agreement is terminable
without penalty, on 60 days' notice, by the Fund's Board or by
vote of holders of a majority of the Fund's shares or,
upon not less than 90 days' notice, by you. This Agreement also
will terminate automatically in the event of its
assignment (as defined in said Act).
[The Fund recognizes that from time to time your
directors, officers and employees may serve as directors,
trustees, partners, officers and employees of other
corporations, business trusts, partnerships or other entities
(including other investment companies) and that such other
entities may include the name "Dreyfus" as part of their
name, and that your corporation or its affiliates may enter into
investment advisory or other agreements with such other
entities. If you cease to act as the Fund's investment adviser,
the Fund agrees that, at your request, the Fund will
take all necessary action to change the name of the Fund to a
name not including "Dreyfus" in any form or combination of
words.] <fn**>
This Agreement has been executed on behalf of the Fund
by the undersigned officer of the Fund in his capacity
as an officer of the Fund. The obligations of this Agreement
shall only be binding upon the assets and property of the
Fund and shall not be binding upon any Board member, officer or
shareholder of the Fund individually.
If the foregoing is in accordance with your
understanding, will you kindly so indicate by signing and
returning to us the enclosed copy hereof.
Very truly yours,
<fn*>
By:___________________________
Accepted:
THE DREYFUS CORPORATION
By:_______________________________
__________________
** With respect to Dreyfus Global Growth Fund only.
* Insert DREYFUS GLOBAL GROWTH FUND or PREMIER STRATEGIC
GROWTH FUND, as appropriate.
<PAGE>
Preliminary Copy
DREYFUS GLOBAL GROWTH, L.P.
The undersigned partner of Dreyfus Global Growth, L.P.
(the "Partnership") hereby appoints Michael A.
Rosenberg and Steven F. Newman and each of them, the attorneys
and proxies of the undersigned, with full power of
substitution, to vote, as indicated herein, all of the
partnership interests of the Partnership standing in the name of
the undersigned at the close of business on September 8, 1995,
at a Special Meeting of Partners to be held at the
offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor,
New York, New York at 10:00 a.m. on Friday, December 1,
1995, and at any and all adjournments thereof, with all of the
powers the undersigned would possess if then and there
personally present and especially (but without limiting the
general authorization and power hereby given) to vote as
indicated on the proposals, as more fully described in the Proxy
Statement for the meeting.
Please mark boxes in blue or black ink.
1. To approve an Agreement and Plan of Reorganization
between Dreyfus Global Growth, L.P. and Dreyfus Global
Growth Fund (the "Fund"), which includes authorizing the
Partnership to vote to: elect the persons named in the Proxy
Statement as Trustees of the Fund, approve a Management
Agreement between the Fund and The Dreyfus Corporation, and
ratify the selection of Ernst & Young LLP as the Fund's
independent auditors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. In their discretion, the proxies are authorized to
vote upon such other business as may properly come
before the meeting, or any adjournment(s) or postponement(s)
thereof.
THIS PROXY IS SOLICITED BY THE MANAGING GENERAL PARTNERS AND
WILL BE VOTED FOR THE ABOVE PROPOSAL UNLESS OTHERWISE
INDICATED.
Signature(s) should be exactly as name or
names appearing on this proxy. If partnership interests
are held jointly, each holder should sign.
If signing is by attorney, executor, administrator,
trustee or guardian, please give full title.
Dated: , 1995
Signature(s)
Signature(s)
Sign, Date and Return the Proxy
Card Promptly Using the
Enclosed Envelope
<PAGE>
Preliminary Copy
DREYFUS STRATEGIC GROWTH, L.P.
The undersigned partner of Dreyfus Strategic Growth,
L.P. (the "Partnership") hereby appoints Michael A.
Rosenberg and Steven F. Newman and each of them, the attorneys
and proxies of the undersigned, with full power of
substitution, to vote, as indicated herein, all of the
partnership interests of the Partnership standing in the name of
the undersigned at the close of business on September 8, 1995,
at a Special Meeting of Partners to be held at the
offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor,
New York, New York at 10:00 a.m. on Friday, December 1,
1995, and at any and all adjournments thereof, with all of the
powers the undersigned would possess if then and there
personally present and especially (but without limiting the
general authorization and power hereby given) to vote as
indicated on the proposals, as more fully described in the Proxy
Statement for the meeting.
Please mark boxes in blue or black ink.
1. To approve an Agreement and Plan of Reorganization
between Dreyfus Strategic Growth, L.P. and Premier
Strategic Growth Fund (the "Fund"), which includes authorizing
the Partnership to vote to: elect the persons named in
the Proxy Statement as Trustees of the Fund, approve a
Management Agreement between the Fund and The Dreyfus
Corporation, and ratify the selection of Ernst & Young LLP as
the Fund's independent auditors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. In their discretion, the proxies are authorized to
vote upon such other business as may properly come
before the meeting, or any adjournment(s) or postponement(s)
thereof.
THIS PROXY IS SOLICITED BY THE MANAGING GENERAL PARTNERS AND
WILL BE VOTED FOR THE ABOVE PROPOSAL UNLESS OTHERWISE
INDICATED.
Signature(s) should be exactly as name or names
appearing on this proxy. If partnership interests
are held jointly, each holder should sign. If
signing is by attorney, executor, administrator,
trustee or guardian, please give full title.
Dated: , 1995
Signature(s)
Signature(s)
Sign, Date and Return the Proxy
Card Promptly Using the
Enclosed Envelope
