SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant /*/
FIled by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/*/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
DREYFUS STRATEGIC GOVERNMENTS INCOME, INC.
Notice of Annual Meeting of Stockholders
To the Stockholders:
DREYFUS STRATEGIC GOVERNMENTS INCOME, INC.
The Annual Meeting of Stockholders of Dreyfus Strategic Governments
Income, Inc. (the "Fund") will be held at the offices of The Dreyfus
Corporation, 200 Park Avenue, 7th Floor West, New York, New York, on Friday,
August 8, 1997 at 10:00 A.M. for the following purposes:
1. To consider a proposal to convert the Fund from a closed-end
investment company to an open-end investment company. This proposal
includes:
a. Changing the Fund's subclassification from a closed-end investment
company to an open-end investment company;
b. Amending and restating the Fund's Articles of Incorporation; and
c. Changing certain fundamental investment policies of the Fund.
2. To elect Directors as follows:
a. If Proposal 1 is not approved, to elect three Class II Directors to
serve for a specified term and until their successors are duly elected and
qualified.
b. If Proposal 1 is approved, to elect eight Directors to hold office
until their successors are duly elected and qualified.
3. To ratify the selection of Ernst & Young LLP as independent auditors
of the Fund.
4. To transact such other business as may properly come before the
meeting, or any adjournment or adjournments thereof.
Stockholders of record at the close of business on June 23, 1997 will be
entitled to receive notice of and to vote at the meeting.
By Order of the Board
John E. Pelletier
Secretary
New York, New York
June 19, 1997
WE NEED YOUR PROXY VOTE IMMEDIATELY
A STOCKHOLDER MAY THINK HIS VOTE IS NOT IMPORTANT, BUT IT IS VITAL. BY
LAW, THE ANNUAL MEETING OF STOCKHOLDERS OF THE FUND WILL HAVE TO BE
ADJOURNED WITHOUT CONDUCTING ANY BUSINESS IF LESS THAN A QUORUM IS
REPRESENTED. IN THAT EVENT, THE FUND, AT STOCKHOLDERS' EXPENSE, WOULD
CONTINUE TO SOLICIT VOTES IN AN ATTEMPT TO ACHIEVE A QUORUM. CLEARLY,
YOUR VOTE COULD BE CRITICAL TO ENABLE THE FUND TO HOLD THE MEETING AS
SCHEDULED, SO PLEASE RETURN YOUR PROXY CARD IMMEDIATELY. YOU AND ALL
OTHER STOCKHOLDERS WILL BENEFIT FROM YOUR COOPERATION.
DREYFUS STRATEGIC GOVERNMENTS INCOME, INC.
PROXY STATEMENT
Annual Meeting of Stockholders
to be held on August 8, 1997
This Proxy Statement is furnished in connection with a solicitation of
proxies by the Board of Directors of Dreyfus Strategic Governments Income,
Inc. (the "Fund") to be used at the Annual Meeting of Stockholders (the
"Meeting") of the Fund, to be held on Friday, August 8, 1997 at 10:00 A.M.
at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor West,
New York, New York, for the purposes set forth in the accompanying Notice of
Annual Meeting of Stockholders. Stockholders of record at the close of
business on June 23, 1997 are entitled to receive notice of and to vote at
the Meeting. Each share of common stock of the Fund is entitled to one vote.
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 Fund, which must
indicate the stockholder's name. To be effective, such revocation must be
received before the Meeting. In addition, any stockholder who attends the
Meeting in person may vote by ballot at the Meeting, thereby cancelling any
proxy previously given. As of June 18, 1997, 14,960,617 shares of the Fund's
common stock were issued and outstanding.
It is estimated that proxy materials will be mailed to stockholders of
record on or about June 30, 1997. The Fund's principal executive offices are
located at 200 Park Avenue, New York, New York 10166. Copies of the Fund's
most recent Annual Report are available upon request, without charge, by
writing to the Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York
11556-0144, or by calling toll-free 1-800-334-6899.
PROPOSAL 1. TO CONVERT THE FUND FROM A CLOSED-END INVESTMENT COMPANY
TO AN OPEN-END INVESTMENT COMPANY
**THE FUND'S BOARD OF DIRECTORS DOES NOT FAVOR THIS PROPOSAL**
Introduction
The Fund has operated as a non-diversified, closed-end management
investment company since its inception in 1988. As a closed-end fund, the
Fund's shares are bought and sold in the securities markets at prevailing
prices, which may be equal to, less than, or greater than its net asset
value. The Fund's Prospectus provides, in relevant part, that, commencing on
January 1, 1993, and in each year thereafter, if shares of the Fund have
traded on the New York Stock Exchange (the "NYSE") at an average discount
from net asset value of more than 10%, determined on the basis of the
discount as of the end of the last trading day in each week during a period
of 12 calendar weeks preceding the beginning of such year, the Fund will
submit (the "Required Submission") to its stockholders at the next
succeeding annual meeting of stockholders a proposal to convert the Fund
from a closed-end investment company to an open-end investment company. For
the 12 calendar week period from October 11, 1996 through December 27, 1996,
the Fund's shares traded on the NYSE at an average discount from net asset
value of -14.05%, determined in accordance with the provisions of the Fund's
Prospectus. As a result, the Fund is required to submit Proposal 1 for
stockholders' consideration at the Meeting.
Consideration and Recommendation of Board of Directors
At a meeting held on May 20, 1997, the Fund's Board of Directors reviewed
detailed information concerning the legal and operational differences
between closed-end and open-end investment companies, the Fund's performance
to date as a closed-end fund, the historical relationship between the market
price of its shares and their net asset value and the possible effects of
conversion on the Fund. The Board also considered attempts by the Fund to
reduce the market value discount from net asset value by repurchasing Fund
shares in the open market. At that meeting, although it recognized that the
Required Submission must be made, the Board determined NOT to support
Proposal 1.
The Board believes that conversion to an open-end investment company
could expose the Fund to the risk of a substantial reduction in its size and
a possible loss of economies of scale and an increase in the Fund's expenses
as a percentage of net asset value, as described under "Certain Effects of
Conversion on the Fund-Potential Increase in Expense Ratio and Decrease in
Size" below. The Board believes that conversion also presents the
possibility that the functioning of the Fund's portfolio management and its
investment performance, as described under "Certain Effects of Conversion on
the Fund-Portfolio Management" below, could be adversely affected.
Accordingly, the Board does not believe that conversion of the Fund to an
open-end investment company is in the best interests of the Fund and its
stockholders.
While conversion would eliminate the possibility of the Fund's shares
ever trading at a discount from net asset value, the Board took note of the
fact that, from inception through December 31, 1996, the Fund's shares from
time to time have traded at a premium, and that, notwithstanding the more
recent discounts during the last 12 calendar weeks of 1996, the shares have
traded from inception through June 13, 1997 at an average discount of
- -3.91%. See "Differences Between Open-End and Closed-End Investment
Companies-Redeemable Shares; Elimination of Discount and Premium" below. The
Fund's average annual premium/discount by year is as follows:
Year Premium/Discount
1988 -1.46%
1989 -2.48%
1990 -5.38%
1991 1.99%
1992 4.85%
1993 3.38%
1994 -6.55%
1995 -11.22%
1996 -12.85%
1997 (through June 13th) -13.07%
On June 13, 1997, the closing price of a Fund share on the NYSE was -11.57%
below its net asset value.
At this time, the Board does not believe that eliminating the possibility
of a discount justifies the risk of reduced size, changes to the Fund's
portfolio management that might be required and the potential adverse effect
on its investment performance that conversion could entail.
If Proposal 1 is not approved by stockholders, the Fund will remain a
closed-end investment company and the Board of Directors will consider
whether any other actions should be taken with respect to the market
discount from net asset value at which the Fund's shares trade.
As described below, if stockholders vote to convert the Fund to an open-
end investment company, the Board will cause the Fund to impose a redemption
fee for a period of 12 months from the conversion date of 1% of the amount
redeemed.
Differences Between Open-End and Closed-End Investment Companies
Fluctuation of Capital. The Fund currently is registered as a "closed-
end" investment company under the Investment Company Act of 1940, as amended
(the "1940 Act"). Closed-end investment companies generally neither redeem
their outstanding stock nor engage in the continuous sale of new securities,
and thus operate with a relatively fixed capitalization. The stock of closed-
end investment companies ordinarily is bought and sold on national
securities exchanges; the Fund's shares since inception have been traded on
the NYSE.
In contrast, open-end investment companies, commonly referred to as
"mutual funds," issue redeemable securities. The holders of redeemable
securities have the right to surrender such securities to the mutual fund
and obtain in return their proportionate share of the value of the mutual
fund's net assets at the time of redemption (less any redemption fee charged
by the fund or contingent deferred sales charge imposed by the fund's
distributor). Most mutual funds (including the Fund, if the proposed
conversion is effected) also continuously issue new shares of stock to
investors at a price based on the fund's net asset value at the time of such
issuance. Accordingly, an open-end investment company will experience
continuing inflows and outflows of cash, and may experience net sales or net
redemptions of its shares.
Redeemable Shares; Elimination of Discount and Premium. Open-end
investment companies are required to redeem their shares at a price based
upon their then-current net asset value (except under certain circumstances,
such as when the NYSE is closed or trading thereon is restricted, or when
redemptions may otherwise be suspended in an emergency as permitted by the
1940 Act). The open-end fund structure thus precludes the possibility of the
mutual fund's shares trading at a discount from, or a premium to, net asset
value. Mutual funds generally are required to value their assets on each
business day in order to determine the current net asset value on the basis
of which their shares may be redeemed by stockholders or purchased by
investors. Net asset values of most mutual funds are published daily by
leading financial publications. The shares of closed-end investment
companies, on the other hand, are bought and sold in the securities markets
at prevailing market prices, which may be equal to, less than, or more than
net asset value.
If approved by stockholders, upon conversion of the Fund to an open-end
investment company, stockholders who wish to realize the value of their
shares would be able to do so by redeeming their shares at net asset value
(less the redemption fee discussed below). As a result, the discount from
net asset value at which the Fund's shares currently trade on the NYSE would
be eliminated. Conversion also would eliminate, however, any possibility
that the Fund's shares could trade at a premium over net asset value and
could result in the potential adverse effects on the Fund's portfolio
management and expense ratio.
Raising Capital. Closed-end investment companies may not issue new shares
at a price below net asset value except in rights offerings to existing
shareholders, in payment of distributions, and in certain other limited
circumstances. Accordingly, the ability of closed-end investment companies
to raise new capital is restricted, particularly at times when their shares
are trading at a discount to net asset value. The shares of open-end
investment companies, on the other hand, generally are offered on a
continuous basis at net asset value, or at net asset value plus a sales
charge.
Registration of Securities. The Fund's shares are currently listed and
traded on the NYSE (Symbol: DSI). If the Fund converts to an open-end
investment company, its shares would immediately be delisted from the NYSE.
Delisting would save the Fund the annual exchange listing fees of
approximately $24,000; but, as noted below, the Fund would have to pay
Federal and state registration fees on sales of new shares. Any net savings
or increased cost to the Fund because of the different expenses is not
expected to materially affect the Fund's expense ratio.
Underwriting; Brokerage Commissions or Sales Charges on Purchases and
Sales. Open-end investment companies typically seek to sell new shares on a
continuous basis in order to offset redemptions and avoid reduction in asset
size. Shares of "load" open-end investment companies ordinarily are offered
and sold through a principal underwriter, which deducts a sales charge from
the purchase price at the time of purchase or from the redemption proceeds
at the time of redemption, or receives a distribution fee from the fund, or
both, to compensate it and securities dealers for sales and marketing
services (see below). Shares of "no-load" open-end investment companies are
sold at net asset value, without a sales charge, with the fund's investment
adviser or distributor ordinarily bearing the cost of sales and marketing
from its own resources. Shares of closed-end investment companies, on the
other hand, are bought and sold in secondary market transactions at
prevailing market prices subject to the brokerage commissions charged by the
broker-dealer firms executing such transactions.
Stockholder Services. Open-end investment companies typically provide
more services to stockholders and incur correspondingly higher servicing
expenses. To compensate the Fund's distributor for the provision of certain
services to stockholders of the Fund as an open-end investment company, the
Fund would adopt a Shareholder Services Plan. Pursuant to such plan, the
Fund would pay an annual fee of .25% of the value of its average daily net
assets for the provision of personal services relating to stockholder
accounts, such as answering stockholder inquiries regarding the Fund and
providing reports and other information, and services related to the
maintenance of stockholder accounts.
Other services generally offered by a family of open-end funds include
enabling stockholders to exchange their investment from one fund into
another fund that is part of the same family of open-end funds. The Dreyfus
Family of Funds currently consists of 175 separate portfolios, with
different investment objectives and policies. Shares of the various funds in
the Dreyfus Family of Funds generally are eligible to be exchanged, in a
taxable transaction, for shares of certain other Dreyfus-managed funds. If
the Fund converts to an open-end investment company, the Fund would offer
the exchange service as well as certain other stockholder services and
privileges currently offered stockholders of other Dreyfus-managed open-end
funds.
Senior Securities and Borrowings. The 1940 Act prohibits open-end
investment companies from issuing "senior securities" representing
indebtedness (i.e., bonds, debentures, notes and other similar securities),
other than indebtedness to banks when there is an asset coverage of at least
300% for all borrowings. Closed-end investment companies, on the other hand,
are permitted to issue senior securities representing indebtedness to any
lender if the 300% asset coverage is met. In addition, closed-end investment
companies may issue preferred stock (subject to various limitations),
whereas open-end investment companies generally may not issue preferred
stock. This ability to issue senior securities may give closed-end
investment companies more flexibility than mutual funds in "leveraging"
their stockholders' investments. The Fund currently has no indebtedness to
banks or other lenders and has no authorized class of senior securities or
any plan for issuing any. The Board of Directors does not believe that the
limitations on leverage imposed by the 1940 Act on mutual funds would impair
the Fund's operations as an open-end investment company.
Annual Stockholders Meetings. As a closed-end investment company listed
on the NYSE, the Fund is required by the rules of the NYSE to hold annual
meetings of its stockholders. If the Fund were converted to an open-end
investment company, it would no longer be subject to these NYSE rules and
annual stockholder meetings would be eliminated, except when required for
certain 1940 Act matters. By not having to hold annual stockholders
meetings, the Fund would save the costs of preparing proxy materials and
soliciting stockholders' votes on the usual proposals contained therein.
Based on the number of outstanding shares and stockholders as of the record
date, such costs aggregate approximately $45,000 per year; however, these
savings would not be expected to materially affect the Fund's expense ratio,
and stockholder meetings may have to be held from time to time to obtain
various approvals from stockholders. Under the 1940 Act, the Fund would be
required to hold a stockholders meeting if, among other reasons, the number
of Directors elected by the stockholders were less than a majority of the
total number of Directors or if a change were sought in the fundamental
investment policies of the Fund. In addition, holders of at least 10% of the
Fund's outstanding shares may require the Fund to hold a stockholder's
meeting for the purpose of voting on the removal of any Director or for any
other purpose.
Reinvestment of Dividends and Distributions. As a closed-end investment
company, the Fund's current Dividend Reinvestment and Cash Purchase Plan
(the "DRIP") permits stockholders to elect to reinvest their dividends and
distributions on a different basis than would be the case if the Fund
converted to an open-end investment company. Currently, if shares are
trading at a discount, the agent for the DRIP will attempt to buy as many
shares as are needed of the Fund on the NYSE or elsewhere. This permits a
reinvesting stockholder to benefit by purchasing additional shares at a
discount and this buying activity may tend to lessen any discount. If,
before the agent for the DRIP completes such purchases, the market price
exceeds the net asset value, then the average per share purchase price of
the reinvested shares may exceed the net asset value per share. If shares
are trading at a premium, reinvesting shareholders are issued shares at the
higher of net asset value or 95% of the market price. As an open-end
investment company, any dividend and distribution reinvested would be at net
asset value.
Certain Effects of Conversion on the Fund
In addition to the inherent characteristics of open-end investment
companies described above, the Fund's conversion to an open-end investment
company potentially would have the consequences described below.
Potential Increase in Expense Ratio and Decrease in Size. Conversion to
an open-end investment company would raise the possibility of the Fund
suffering substantial redemptions of its shares, particularly in the period
immediately following the conversion, although the redemption fee of 1%
described below may reduce the number of initial redemptions that would
otherwise occur. Unless the Fund's principal underwriter were able to
generate sales of new shares sufficient to offset these redemptions, the
asset size of the Fund would shrink. Because certain of the Fund's operating
expenses are fixed or substantially fixed, a decrease in the Fund's asset
size would likely increase the ratio of its operating expenses to its income
and net assets and thereby decrease the Fund's net income available for
dividends. Such a decrease in asset size also would result in a reduction in
the amount of fees paid to The Dreyfus Corporation ("Dreyfus"), the Fund's
investment adviser.
If the Fund were to experience substantial redemptions of its shares
following its conversion to an open-end investment company, it would likely
be required to sell portfolio securities and incur increased transaction
costs in order to raise cash to meet such redemptions. Any sale of portfolio
securities effected to fund redemption obligations would be a taxable
transaction. Neither the Fund nor its stockholders will realize any gain or
loss for tax purposes as a direct result of the Fund's conversion. However,
the stockholders will recognize a gain or loss if they later redeem their
shares to the extent that the redemption proceeds are greater or less than
the respective adjusted tax basis of their shares.
Portfolio Management. As noted above, a closed-end investment company
operates with a relatively fixed capitalization, while the capitalization of
an open-end investment company fluctuates depending upon whether it
experiences net sales or net redemptions of its shares. Most open-end
investment companies maintain reserves of cash or cash equivalents in order
to meet net redemptions as they arise. Because closed-end investment
companies do not have to meet redemptions, their level of cash reserves
depends primarily on management's perception of market conditions and on
decisions to use fund assets to repurchase shares. The larger reserves of
cash or cash equivalents required to operate prudently as an open-end
investment company when net redemptions are anticipated could reduce the
Fund's investment flexibility and the scope of its investment opportunities.
As an open-end investment company, the Fund may have to sell portfolio
securities in order to accommodate the need for larger reserves of cash or
cash equivalents, and such sales may be expected to occur under unfavorable
market conditions. While the Fund is a closed-end fund, however, Dreyfus is
not required to liquidate portfolio holdings at inopportune times, and can
manage the Fund's portfolio with a greater emphasis on long-term
considerations.
Currently, the Fund is not limited as to the amount of its assets which
may be invested in illiquid securities. If the Fund were converted to an
open-end fund, it would not be permitted to have more than 15% of the value
of its net assets invested in illiquid securities. As of May 31, 1997, none
of the Fund's net assets were invested in illiquid securities.
Minimum Investment and Involuntary Redemptions. If the Fund is converted
to an open-end investment company, it will adopt requirements that an
initial investment in Fund shares and any subsequent investment must be in a
specified minimum amount, in order to reduce the administrative burdens and
costs incurred in monitoring numerous small accounts. The Fund expects that
the minimum initial investment requirement will be $1,000 and the minimum
subsequent investment requirement will be $100. The Fund also would reserve
the right to redeem, upon notice, the shares of any stockholder whose
account has a net asset value of less than $500, other than an account which
is an IRA or other tax-deferred retirement plan.
Conversion Costs. The process of converting the Fund to an open-end
investment company would involve legal and other expenses to the Fund,
estimated to be approximately $50,000. Based on the Fund's total net assets
as of May 31, 1997 and its expenses for the first six months of fiscal year
1997 on an annualized basis, it currently is anticipated that conversion
costs would increase the Fund's expense ratio by approximately 3.5% in the
year of conversion.
Measures to be Adopted to Convert the Fund to an Open-End Investment Company
To convert the Fund to an open-end investment company, stockholders must
approve changing the Fund's subclassification under the 1940 Act from a
closed-end investment company to an open-end investment company. In
connection therewith, the Fund would have to amend and restate its Articles
of Incorporation and the Board believes it would then be appropriate to
change certain of the Fund's fundamental investment policies and
restrictions.
Amending and Restating the Fund's Articles of Incorporation. To operate
as an open-end investment company, the Fund will be required to amend its
Articles of Incorporation to authorize the issuance of redeemable securities
at net asset value and to provide that its outstanding common stock will be
redeemable at the option of stockholders. Other amendments to the Articles
of Incorporation include changing the Fund's name to "Dreyfus Premier Global
Governments Income Fund, Inc." and declassifying the Fund's Board, as
described below. The Articles of Incorporation also would be amended to
remove other provisions applicable only to closed-end investment companies
and to include provisions commonly found in the charter of other open-end
investment companies in the Dreyfus Family of Funds, as described below. A
copy of the proposed Amended and Restated Articles of Incorporation, in the
form approved by the Fund's Board of Directors, is attached to this Proxy
Statement as Exhibit A.
Name Change. If Proposal 1 is approved, the Fund's Articles of
Incorporation would be amended to change the name of the Fund to Dreyfus
Premier Global Governments Income Fund, Inc. The purpose of this amendment
would be to reflect the Fund's global investment strategy and to identify it
with the distribution structure of Dreyfus' Premier Family of Funds.
Declassified Board. The Fund's Articles of Incorporation would be amended
to declassify the Board of Directors. Currently, the Fund's Articles of
Incorporation provide that the Board of Directors be divided into three
classes of Directors. Each Director serves for three years with one class
being elected each year. The classified Board was intended, in part, to
reduce the Fund's vulnerability to an unsolicited takeover proposal or
similar action that does not contemplate an acquisition of all outstanding
voting stock of the Fund by making it more difficult and time-consuming to
change majority control of the Board of Directors without its consent. As an
open-end investment company, the Fund would not have a classified Board.
Amendment to Management Agreement. If Proposal 1 is approved, the Fund's
Management Agreement with Dreyfus would be amended to delete certain
expenses payable by the Fund which are inapplicable to an open-end
investment company such as those relating to listing the Fund's common stock
on the NYSE and administering the Fund's DRIP.
Issuance of Additional Classes of Shares. The Fund's Charter currently
provides for the issuance of one class of shares with each share
representing an equal proportionate interest in the Fund. If stockholders
approve the conversion of the Fund to an open-end investment company, the
Fund's Board of Directors recommends that the Fund's Articles of
Incorporation be amended to authorize the issuance of additional classes of
shares having such preferences or special or relative rights and privileges
as the Directors may determine, to the extent permitted under the 1940 Act.
The purpose of the amendment would be to permit the Fund to take
advantage of alternative methods of selling Fund shares. The Board of
Directors believes that providing investors with alternative methods of
purchasing Fund shares, if it is operated as an open-end investment company,
would (i) enable investors to choose the purchase method which best suits
their individual situation, thereby encouraging current stockholders to make
additional investments in the Fund and attempting to attract new investors
and assets to the Fund, thus benefiting stockholders by increasing
investment flexibility for the Fund and reducing operating expense ratios as
a result of economies of scale; (ii) facilitate distribution of the Fund's
shares; and (iii) maintain the competitive position of the Fund in relation
to other open-end funds that have implemented or are seeking to implement
similar distribution arrangements. As described below, the classes most
likely would differ principally in the method of offering shares to
investors (e.g., pursuant to a front-end sales load or contingent deferred
sales charge and/or Rule 12b-1 Distribution Plan or non-Rule 12b-1
Shareholder Services Plan).
If Proposal 1 is approved, the Board currently anticipates that the Fund
would offer four classes of shares: Class A, Class B, Class C and Class R
shares. Current Fund stockholders would receive, in exchange for their
existing Fund shares, a number of Class A shares equal in value to the net
asset value of their existing Fund shares held immediately prior to the
exchange. These Class A shares would not be subject to any front-end sales
load, contingent deferred sales charge or Rule 12b-1 plan charges, but would
be subject to an annual service fee pursuant to a non-Rule 12b-1 Shareholder
Services Plan at the rate of .25 of 1% of the value of the average daily net
assets of Class A. It is contemplated that all other Class A shares would be
subject to a front-end sales load and the annual service fee referred to
above (including future purchases by existing Fund stockholders). Class B
and Class C shares would be subject to a contingent deferred sales charge,
with differing schedules, imposed on redemptions. Class B and Class C shares
also would be subject to annual distribution fees pursuant to a Distribution
Plan, adopted in accordance with Rule 12b-1 under the 1940 Act, as well as
the annual service fee referred to above. Class R shares, which are
currently anticipated to be available only to certain qualified retirement
plans, would not be subject to any front-end sales load, contingent deferred
sales charge or distribution or service fee.
Each class of Fund shares would represent an identical interest in the
Fund's portfolio and would participate on an equal proportionate basis in
the investment income and realized and unrealized gains and losses on
portfolio investments. All classes of shares would vote together as a single
class at meetings of stockholders except that shares of a class which were
affected by any matter in a manner materially different from shares of other
classes would vote as a separate class and holders of shares of a class not
affected by a matter would not vote on that matter.
Changing Certain Fundamental Investment Policies. The Fund's investment
objective, which is to maximize current income to the extent consistent with
the preservation of capital, will remain unchanged if the conversion of the
Fund to an open-end investment company is approved. The 1940 Act requires
that a relatively limited number of investment policies and restrictions be
designated as fundamental policies that cannot be changed without
stockholder approval. Certain of the Fund's fundamental investment policies
and restrictions are proposed to be amended, as described below. These
amendments are necessitated by certain requirements for open-end investment
companies under the 1940 Act and will standardize certain provisions of the
Fund's investment restrictions with those of other similar open-end funds in
the Dreyfus Family of Funds. In addition, the Board recommends that certain
of these investment restrictions be made non-fundamental investment policies
as described below. Non-fundamental investment policies may be changed by
vote of the Directors without further stockholder approval. Dreyfus does not
anticipate that these amendments will change materially the current
investment practices of the Fund.
As proposed to be amended, the investment restrictions of the Fund as an
open-end investment company are set forth on Exhibit B hereto. The current
investment restrictions of the Fund are set forth on Exhibit C hereto and
may be found in the Fund's Prospectus under "Investment Restrictions."
Stockholders are urged to review the complete text of the current investment
restrictions of the Fund and the proposed investment restrictions of the
Fund as an open-end investment company.
Specific changes include a change in investment restriction number 1
which limits the Fund's ability to borrow money. Currently, the Fund, as a
closed-end fund, may borrow money for temporary or emergency purposes or for
clearance of transactions in amounts not exceeding 10% of its total assets
(not including the amount borrowed), or in connection with repurchases of,
or tenders for, the Fund's shares, but only if after each such borrowing the
ratio which the value of the total assets of the Fund less all liabilities
and indebtedness not represented by senior securities bears to the aggregate
amount of senior securities representing indebtedness of the Fund is at
least 300%. Leveraging exaggerates the effect on net asset value of any
increase or decrease in the market value of the Fund's portfolio. As an open-
end fund, the Fund would be permitted to borrow to the fullest extent
permitted under the 1940 Act. Currently, the 1940 Act limits total
borrowings to 33-1/3% of the value of an open-end investment company's total
assets. However, the Fund intends to adopt a non-fundamental policy limiting
its ability to borrow money for temporary or emergency (not leveraging)
purposes only to 15% of the value of its total assets. While borrowings
exceed 5% of the Fund's total assets, the Fund will not make any additional
investments.
Investment restriction number 2 relating to pledging, mortgaging or
hypothecating Fund assets is currently a fundamental policy of the Fund. As
an open-end fund, this investment restriction would be a non-fundamental
policy of the Fund and may be changed by vote of the Directors without
further shareholder approval.
Investment restriction number 3 limits the ability of the Fund to sell
securities short or purchase securities on margin, except for such short-
term credits as are necessary for the clearance of transactions. The
restriction makes clear that margin deposits in connection with transactions
in currencies, options, futures and options on futures do not constitute
purchasing securities on margin. As an open-end fund, the Fund would be
permitted to engage in short sales. Short sales are transactions in which
the Fund sells a security it does not own in anticipation of a decline in
the market value of that security. The Fund would incur a loss as a result
of a short sale if the price of the security increases between the date of
the short sale and the date on which the Fund replaces the borrowed
security. Prior to the Fund's entry into such transactions, the Fund's
Prospectus would be revised appropriately.
Investment restriction number 7 limits the ability of the Fund to lend
its portfolio securities in an amount not to exceed 30% of the value of its
total assets. Investment restriction number 7, as revised, would permit the
Fund to lend its portfolio securities in an amount not to exceed 33-1/3% of
the value of its total assets.
As a closed-end fund, the Fund may invest without limitation in illiquid
securities, including repurchase agreements providing for settlement in more
than seven days after notice, provided such investments are consistent with
the Fund's investment objective. As an open-end fund, the Fund would adopt a
non-fundamental policy limiting its ability to purchase illiquid securities,
including such repurchase agreements, to 15% of the value of its net assets.
Board Actions. If the proposed conversion to open-end status is approved,
the Board will take the following actions in connection with the conversion.
Distribution and Underwriting. Since shares of an open-end investment
company are offered to the public on a continuous basis, the Fund's Board
anticipates entering into a distribution agreement (the "Distribution
Agreement"), subject to stockholder approval of Proposal 1. The principal
underwriter for open-end investment companies in the Dreyfus Family of Funds
currently is Premier Mutual Fund Services, Inc. (the "Distributor").
Pursuant to the Distribution Agreement, Fund shares would be offered and
sold directly by the Distributor itself and other broker-dealers which have
entered into selling agreements with the Distributor. There is no assurance,
however, that the Distributor or any such broker-dealer would be able to
generate sufficient sales of Fund shares to offset redemptions, particularly
during the initial months following conversion.
Redemption Fee. In an attempt to reduce the number of redemptions of Fund
shares immediately following conversion (thereby reducing possible
disruption of the Fund's ordinary portfolio management), and to offset the
brokerage and other costs of such redemptions, for a period of 12 months
following the Fund's conversion to an open-end investment company, the Board
will impose a fee payable to the Fund of 1% of all redemption proceeds.
Timing. If the stockholders approve Proposal 1, a number of steps will be
required to implement the conversion of the Fund to an open-end investment
company, including the preparation, filing and effectiveness of a
registration statement under the Securities Act of 1933 covering the
offering of the Fund's shares and the negotiation and execution of a new or
amended agreement with its transfer agent. It is anticipated that such
conversion would become effective within approximately six months following
a vote approving Proposal 1. The amendments to the Fund's Articles of
Incorporation and fundamental investment policies would become effective
simultaneously with the effectiveness under the Securities Act of 1933 of
the registration statement referred to above.
Required Vote and Directors' Recommendation. Approval of Proposal 1,
which includes changing the Fund's subclassification from a closed-end
investment company to an open-end investment company, amending and restating
the Fund's Articles of Incorporation and changing certain fundamental
investment policies and restrictions of the Fund, requires the affirmative
vote of the holders of a majority of the Fund's outstanding voting
securities.
FOR THE REASONS STATED ABOVE, THE BOARD OF DIRECTORS,
INCLUDING THE "NON-INTERESTED" DIRECTORS, DOES NOT FAVOR PROPOSAL 1.
PROPOSAL 2. ELECTION OF DIRECTORS.
(a) The Fund's Board of Directors is divided into three classes with
the term of office of one class expiring each year. If Proposal 1 is not
approved, Messrs. Burke, Meltzer and Rose would be considered for election
as Class II Directors to serve until the Fund's 2000 Annual Meeting of
Stockholders and until their successors have been elected and qualified. In
that event, the Board will remain classified and it is the intention of the
persons named in the enclosed proxy to vote in favor of the election of such
Directors.
(b) If, however, Proposal 1 is approved by stockholders, the Fund's
Board would be declassified and it would be proposed that stockholders elect
each person who is currently a Board member, regardless of class, to hold
office for a term of unlimited duration and until their successors are
elected and qualified. It is the intention of the persons named in the
enclosed proxy to vote in favor of the election of Messrs. Burke, DiMartino,
Meltzer, Rose, Rudman and Vanocur and Mss. Dunst and Jacobs. Each of the
nominees has consented to be named in this Proxy Statement and to serve as a
Director if elected.
If Proposal 1 is approved, the Fund does not intend to hold annual
meetings of stockholders in the future unless stockholder action is
required. Accordingly, Directors elected at the Meeting will hold office
until the Fund is required by law to hold an election of Directors and until
their successors are duly elected and qualified.
If Proposal 1 is not approved, only the proposal in paragraph (a) above
would be presented at the Meeting.
If Proposal 1 is approved, only the proposal in paragraph (b) above would
be presented at the Meeting.
The following table sets forth certain information concerning each of the
Directors of the Fund. Each of the nominees is currently a Director of the
Fund.
INFORMATION REGARDING DIRECTORS
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Name, Principal Occupation Year Class
and Business Experience for Director Term
Past Five Years Age Since Expires
CLASS II:
*DAVID W. BURKE 61 1994 2000
Chairman of the Broadcasting Board of Governors, an
independent board within the United States Information
Agency, since August 1995. From August 1994 through
December 31, 1994, he was a consultant to Dreyfus, and
from October 1990 to August 1994, he was Vice President
and Chief Administrative Officer of Dreyfus. From 1977 to
1990, Mr. Burke was involved in the management of
national television news, as Vice President and Executive
Vice President of ABC News, and subsequently as President
of CBS News. His address is Box 654, Eastham,
Massachusetts 02642.
JAY I. MELTZER 68 1991 2000
Physician engaged in private practice specializing in
internal medicine. He also is a member of the Advisory
Board of the Section of Society and Medicine, College of
Physicians and Surgeons, Columbia University and a
Clinical Professor of Medicine, Department of Medicine,
Columbia University College of Physicians and Surgeons.
His address is 903 Park Avenue, New York, New York 10021.
DANIEL ROSE 67 1992 2000
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 concerns 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. His
address is 200 Madison Avenue, New York, New York 10016.
* "Interested person" as defined in the 1940 Act.
Name, Principal Occupation Year Class
and Business Experience for Director Term
Past Five Years Age Since Expires
CLASS III:
DIANE DUNST 57 1990 1998
Since January 1992, President of Diane Dunst Promotion,
Inc., a full service promotion agency. From January 1989
to January 1992, Director of Promotion Services, Lear's
Magazine. From 1985 to January 1989, she was Sales
Promotion Manager of ELLE Magazine. Her address is 1172
Park Avenue, New York, New York, 10128.
ROSALIND GERSTEN JACOBS 72 1994 1998
Director of Merchandise and Marketing for Corporate
Property Investors, a real estate investment company. From
1974 to 1976, she was owner and manager of a merchandise
and marketing consulting firm. Prior to 1974, she was a
Vice President of Macy's, New York. Her address is c/o
Corporate Property Investors, 305 East 47th Street, New
York, New York 10017.
CLASS I:
WARREN B. RUDMAN 67 1993 1999
Since January 1993, Partner in the law firm of Paul,
Weiss, Rifkind, Wharton & Garrison. Mr. Rudman also is a
director of Prime Succession, Inc., Collins & Aikman
Corporation, Chubb Corporation and Raytheon Company and a
trustee of Boston College. He also has served, since
January 1994, as vice chairman of the President's Foreign
Intelligence Advisory Board, and since 1986, as a member
of the Senior Advisory Board of the Institute of Politics
of the Kennedy School of Government at Harvard University.
From January 1981 to January 1993, Mr. Rudman served as a
United States Senator from the state of New Hampshire.
From January 1993 to December 1994, Mr. Rudman served as
Vice chairman of the Federal Reserve Bank of Boston. His
address is c/o Paul, Weiss, Rifkind, Wharton & Garrison,
1615 L Street, N.W., Suite 1300, Washington, D.C. 20036.
SANDER VANOCUR 69 1992 1999
Since January 1992, Mr. Vanocur has been the President of
Old Owl Communications, a full-service communications
firm. From May 1995 to June 1996, he was a Professional in
Residence at the Freedom Forum in Arlington, VA, and from
January 1994 to May 1995, he has served as a Visiting
Professional Scholar at the Freedom Forum First Amendment
Center at Vanderbilt University. From November 1989 to
November 1995, he was a director of the Damon Runyon-
Walter Winchell Cancer Research Fund. From June 1986 to
December 1991, he was a Senior Correspondent of ABC News
and, from October 1977 to December 1991, he was Anchor of
the ABC News program "Business World," a weekly business
program on the ABC television network. His address is 2928
P Street, N.W., Washington, D.C. 20007.
Name, Principal Occupation Year Class
and Business Experience for Director Term
Past Five Years Age Since Expires
CLASS I continued
*JOSEPH S. DiMARTINO 53 (1988-1991) 1999
Since January 1995, Chairman of the Board of various 1995**
funds in the Dreyfus Family of Funds. He is also Chairman
of the Board of Directors of Noel Group, Inc., a venture
capital company; and a director of The Muscular Dystrophy
Association, HealthPlan Services Corporation, Carlyle
Industries, Inc. (Formerly, Belding Heminway Company,
Inc.), a button packager and distributor, Curtis
Industries, Inc., a national distributor of security
products, chemicals, and automotive and other hardware,
and Staffing Resources, Inc. For more than five years
prior to January 1995, he was President, a director and,
until August 1994, Chief Operating Officer of Dreyfus and
Executive Vice President
and a director of Dreyfus Service Corporation, a wholly-
owned subsidiary of Dreyfus. From August 1994 until
December 31, 1994, he was a director of Mellon Bank
Corporation. His address is 200 Park Avenue, New York, New
York 10166.
</TABLE>
The persons named in the accompanying form of proxy intend to vote each
such proxy for the election of the nominees listed above, unless
stockholders specifically indicate on their proxies the desire to withhold
authority to vote for any one or more of the nominees. It is not
contemplated that any nominee will be unable to serve as a Board member for
any reason, but if that should occur prior to the Meeting, the proxyholders
reserve the right to substitute another person or persons of their choice as
nominee or nominees.
The Fund has an audit committee comprised of its Directors who are not
"interested persons" of the Fund, the function of which is to routinely
review financial statements and other audit-related matters as they arise
throughout the year. The Fund does not have a standing nominating or
compensation committee or any committee performing similar functions,
although if Proposal 1 is approved and the Fund adopts a Distribution Plan
with respect to its Class B and Class C shares, the Fund will be required to
create a Nominating Committee comprised solely of Directors who are not
"interested persons" of the Fund. As of May 31, 1997, Directors and officers
of the Fund, as a group (16 persons), owned less than 1% of the Fund's
outstanding shares. As of May 31, 1997, Dr. Meltzer owned 2500 shares of
Fund.
The Fund pays the Directors an annual retainer of $4,500 and a fee per
meeting of $500, and reimburses them for their expenses. The Chairman of the
Board, which position is held by Mr. DiMartino, receives an additional 25%
in annual retainer and per meeting attendance fees. The Fund does not pay
any other remuneration to its officers and Directors and does not have a
bonus, pension, profit-sharing or retirement plan. There were eight Board
and committee meetings held during the fiscal year ended November 30, 1996.
All of the Directors attended 75% or more of all Board and committee
meetings held during the fiscal year ended November 30, 1996 during the
period the Director was in office.
The compensation paid to each Director by the Fund for the fiscal year
ended November 30, 1996 and by all other funds in the Dreyfus Family of
Funds for which such Director is a Board member (the number of which is set
forth in parenthesis next to each Director's total compensation) for the
year ended December 31, 1996, was as follows:
Total
compensation
from Fund and
Aggregate fund complex
compensation paid to
Name of Director from the Fund* Director
David W. Burke $7,000 $232,699 (52)
Joseph S. DiMartino $8,750 $517,075 (94)
Diane Dunst $7,000 $ 38,428 (10)
Rosalind Gersten Jacobs $7,000 $ 93,900 (20)
Jay I. Meltzer $7,000 $ 38,428 (10)
Daniel Rose $7,000 $ 84,593 (22)
Warren B. Rudman $7,000 $ 71,588 (18)
Sander Vanocur $7,000 $ 77,093 (22)
* Amount does not include reimbursed expenses for attending Board
meetings, which amounted to $580 for all Directors as a group.
The following sets forth information relevant to the executive officers of
the Fund:
<TABLE>
<CAPTION>
<S> <C> <C>
Name and Position Principal Occupation and Business
with Fund Age Experience For Past Five Years
MARIE E. CONNOLLY
President and Treasurer 39 President, Chief Executive Officer and a
Director of Premier Mutual Fund Services,
Inc. ("Premier"), a distributor of mutual
funds, and an officer of other investment
companies advised or administered by Dreyfus.
From December 1991 to July 1994, she was
President and Chief Compliance Officer of
Funds Distributor, Inc., the ultimate parent
of which is Boston Institutional Group, Inc.
JOHN E. PELLETIER
Vice President and Secretary 33 Senior Vice President and General Counsel of
Premier and an officer of other investment
companies advised or administered by Dreyfus.
From February 1992 to July 1994, he served as
Counsel for The Boston Company Advisors, Inc.
DOUGLAS C. CONROY
Vice President and Assistant Secretary 28 Supervisor of Treasury Services and
Administration of Funds Distributor, Inc. and
an officer of other investment companies
advised or administered by Dreyfus. From
April 1993 to January 1995, he was a Senior
Fund Accountant for Investors Bank & Trust
Company. From December 1991 to March 1993,
he was employed as a Fund Accountant at The
Boston Company, Inc.
MARK A. KARPE
Vice President and Assistant Secretary 28 Senior Paralegal of Premier and an officer of
other investment companies advised or
administered by Dreyfus. Prior to September
1993, he was employed as an Associate
Examiner at the National Association of
Securities Dealers, Inc.
ELIZABETH A. KEELEY
Vice President and Assistant Secretary 27 Assistant Vice President of Premier since
September 1995, and an officer of other
investment companies advised or administered
by Dreyfus.
RICHARD W. INGRAM
Vice President and Assistant Treasurer 40 Senior Vice President and Director of Client
Services and Treasury Operations of Funds
Distributor, Inc., and an officer of other
investment companies advised or administered
by the manager. From March 1994 to November
1995, he was Vice President and Division
Manager for First Datra Investor Services
Group. From 1989 to 1994, he was Vice
President Assistant Treasurer and Tax
Director of Mutual Funds of The Boston
Company, Inc.
Name and Position Principal Occupation and Business
with Fund Age Experience For Past Five Years
JOSEPH F. TOWER, III
Vice President and Assistant Treasurer 34 Senior Vice President, Treasurer and Chief
Financial Officer of Premier and an officer
of other investment companies advised or
administered by Dreyfus. 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.
MARY A. NELSON
Vice President and Assistant Treasurer 32 Vice President and Manager of Treasury
Services and Administration of Funds
Distributor, Inc. and an officer of other
investment companies advised or administered
by Dreyfus. From September 1989 to July
1994, she was an Assistant Vice President and
Client Manager for The Boston Company, Inc.
MICHAEL S. PETRUCELLI
Vice President and Assistant Treasurer 35 Director of Strategic Client Initiatives for
Funds Distributor, Inc. and an officer of
other investment companies advised or
administered by Dreyfus. From December, 1989
through November 1996, he was employed by GE
Investments where he held various financial,
business development and compliance
positions. He also served as Treasurer of GE
Funds and as Director of the GE Investment
Services.
</TABLE>
The address of each officer of the Fund is 200 Park Avenue, New York, New
York 10166.
PROPOSAL 3. RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS
The 1940 Act requires that the Fund's independent auditors be selected by
a majority of those Directors who are not "interested persons" (as defined
in the 1940 Act) of the Fund; that such selection be submitted for
ratification or rejection at the Meeting and that the employment of such
independent auditors be conditioned upon 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. The Fund's
Board of Directors, including a majority of its Directors who are not
"interested persons" of the Fund, approved the selection of Ernst & Young
LLP for the current fiscal year ending November 30, 1997 at a Board meeting
held on February 5, 1997.
Accordingly, the selection by the Fund's Board of Directors of Ernst &
Young LLP as independent auditors of the Fund for the fiscal year ending
November 30, 1997 is submitted to stockholders for ratification or
rejection. Apart from its fees received 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 Fund or Dreyfus.
Ernst & Young LLP, a major international accounting firm, has acted as
auditors of the Fund since the Fund's organization. The Directors believe
that the continued employment of the services of Ernst & Young LLP would be
in the best interests of the Fund.
A representative of Ernst & Young LLP is expected to be present at the
Meeting, will have the opportunity to make a statement and will be available
to respond to relevant questions.
THE BOARD OF DIRECTORS, INCLUDING A MAJORITY OF THE
"NON-INTERESTED" DIRECTORS, RECOMMENDS THAT STOCKHOLDERS
VOTE "FOR" RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP
AS INDEPENDENT AUDITORS OF THE FUND.
OTHER MATTERS
The Fund's Board members 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.
If Proposal 1 is not approved, proposals that stockholders wish to
include in the Fund's proxy statement for the Fund's next Annual Meeting of
Stockholders must be sent to and received by the Fund no later than January
30, 1998 at the principal executive offices of the Fund at 200 Park Avenue,
New York, New York 10166, Attention: General Counsel.
VOTING INFORMATION
The Fund will bear the cost of soliciting proxies. In addition to the use
of the mails, proxies may be solicited personally, by telephone or by
telegraph, and the Fund may pay persons holding Fund shares in their names
or those of their nominees for their expenses in sending soliciting
materials to their principals. In addition, the Fund may retain an outside
firm to solicit proxies on behalf of the Fund's Board. The cost to the Fund
of any such outside firm solicitation is estimated to be approximately
$45,000.
If a proxy is properly executed and returned accompanied by instructions
to withhold authority to vote, represents a broker "non-vote" (that is, a
proxy from a broker or nominee indicating that such person has not received
instructions from the beneficial owner or other person entitled to vote Fund
shares on a particular matter with respect to which the broker or nominee
does not have discretionary power) or is marked with an abstention
(collectively, "abstentions"), the shares represented thereby will be
considered to be present at the Meeting for purposes of determining the
existence of a quorum for the transaction of business. Abstentions, however,
will have the effect of a "no" vote for the purpose of obtaining requisite
approval for Proposal 1.
In the event that a quorum is not present at the Meeting, or if a quorum
is present but sufficient votes to approve any of the proposals are not
received, the persons named as proxies may propose one or more adjournments
of the Meeting to permit further solicitation of proxies. In determining
whether to adjourn the Meeting, the following factors may be considered:
the nature of the proposals that are the subject of the Meeting, 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 stockholders with respect to the reasons for the solicitation.
Any adjournment will require the affirmative vote of a majority of those
shares affected by the adjournment that are represented at the Meeting in
person or by proxy. A stockholder vote may be taken for one or more of the
proposals in this Proxy Statement prior to any adjournment if sufficient
votes have been received for approval. If a quorum is present, the persons
named as proxies will vote those proxies which they are entitled to vote
"FOR" a Proposal in favor of any adjournment, and will vote those proxies
required to be voted "AGAINST" a Proposal against any adjournment. A quorum
is constituted with respect to the Fund by the presence in person or by
proxy of the holders of more than one-third of the outstanding shares of the
Fund entitled to vote at the Meeting.
NOTICE TO BANKS, BROKER/DEALERS AND VOTING TRUSTEES
AND THEIR NOMINEES
Please advise the Fund, in care of Mellon Bank, N.A., c/o Corporate
Investor Communications, 111 Commerce Road, Carlstadt, N.J. 07072, whether
other persons are the beneficial owners of Fund shares for which proxies are
being solicited from you, and, if so, the number of copies of the proxy
statement and other soliciting material you wish to receive in order to
supply copies to the beneficial owners of Fund shares.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, STOCKHOLDERS
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: June 19, 1997
EXHIBIT A
PROPOSED AMENDED AND RESTATED CHARTER
FIRST: DREYFUS STRATEGIC GOVERNMENTS INCOME, INC., a Maryland
corporation, having its principal office in the City of Baltimore, Maryland,
hereby amends and restates its Charter as follows:
SECOND: The name of the corporation (hereinafter called the
"corporation") is Dreyfus Premier Global Governments Income Fund, Inc.
THIRD: The corporation is formed for the following purpose or purposes:
(a) to conduct, operate and carry on the business of an investment
company;
(b) to subscribe for, invest in, reinvest in, purchase or otherwise
acquire, hold, pledge, sell, assign, transfer, lend, write options on,
exchange, distribute or otherwise dispose of and deal in and with securities
of every nature, kind, character, type and form, including without
limitation of the generality of the foregoing, all types of stocks, shares,
futures contracts, bonds, debentures, notes, bills and other negotiable or
non-negotiable instruments, obligations, evidences of interest, certificates
of interest, certificates of participation, certificates, interests,
evidences of ownership, guarantees, warrants, options or evidences of
indebtedness issued or created by or guaranteed as to principal and interest
by any state or local government or any agency or instrumentality thereof,
by the United States Government or any agency, instrumentality, territory,
district or possession thereof, by any foreign government or any agency,
instrumentality, territory, district or possession thereof, by any
corporation organized under the laws of any state, the United States or any
territory or possession thereof or under the laws of any foreign country,
bank certificates of deposit, bank time deposits, bankers' acceptances and
commercial paper; to pay for the same in cash or by the issue of stock,
including treasury stock, bonds or notes of the corporation or otherwise;
and to exercise any and all rights, powers and privileges of ownership or
interest in respect of any and all such investments of every kind and
description, including without limitation, the right to consent and
otherwise act with respect thereto, with power to designate one or more
persons, firms, associations or corporations to exercise any of said rights,
powers and privileges in respect of any said instruments;
(c) to borrow money or otherwise obtain credit and to secure the same
by mortgaging, pledging or otherwise subjecting as security the assets of
the corporation;
(d) to issue, sell, repurchase, redeem, retire, cancel, acquire, hold,
resell, reissue, dispose of, transfer, and otherwise deal in, shares of
stock of the corporation, including shares of stock of the corporation in
fractional denominations, and to apply to any such repurchase, redemption,
retirement, cancellation or acquisition of shares of stock of the
corporation any funds or property of the corporation whether capital or
surplus or otherwise, to the full extent now or hereafter permitted by the
laws of the State of Maryland;
(e) to conduct its business, promote its purposes and carry on its
operations in any and all of its branches and maintain offices both within
and without the State of Maryland, in any States of the United States of
America, in the District of Columbia and in any other parts of the world;
and
(f) to do all and everything necessary, suitable, convenient, or
proper for the conduct, promotion and attainment of any of the businesses
and purposes herein specified or which at any time may be incidental thereto
or may appear conducive to or expedient for the accomplishment of any of
such businesses and purposes and which might be engaged in or carried on by
a corporation incorporated or organized under the Maryland General
Corporation Law, and to have and exercise all of the powers conferred by the
laws of the State of Maryland upon corporations incorporated or organized
under the Maryland General Corporation Law.
The foregoing provisions of this Article THIRD shall be construed both as
purposes and powers and each as an independent purpose and power. The
foregoing enumeration of specific purposes and powers shall not be held to
limit or restrict in any manner the purposes and powers of the corporation,
and the purposes and powers herein specified shall, except when otherwise
provided in this Article THIRD, be in no wise limited or restricted by
reference to, or inference from, the terms of any provision of this or any
other Article of these Articles of Incorporation; provided, that the
corporation shall not conduct any business, promote any purpose, or exercise
any power or privilege within or without the State of Maryland which, under
the laws thereof, the corporation may not lawfully conduct, promote, or
exercise.
FOURTH: The post office address of the principal office of the
corporation within the State of Maryland, and of the resident agent of the
corporation within the State of Maryland, is The Corporation Trust
Incorporated, 32 South Street, Baltimore, Maryland 21202.
FIFTH: (1) The total number of shares of stock which the corporation has
authority to issue is _____________________ (___________) shares of Common
Stock, all of which are of a par value of one tenth of one cent ($.001)
each. ________________ _______ (___________) of the authorized but unissued
shares of Common Stock are classified as Class A Common Stock, ___
_____________________ (___________) of the authorized but unissued shares of
Common Stock are classified as Class B Common Stock,________(_________) of
the authorized but unissued shares of Common Stock are classified as Class C
Common Stock, and ___________ (____________) of the authorized but unissued
shares of Common Stock are classified as Class R Common Stock.
(2) The aggregate par value of all the authorized shares of stock is
______________________________ dollars ($_______.00).
(3) The Board of Directors of the corporation is authorized, from time to
time, to fix the price or the minimum price or the consideration or minimum
consideration for, and to authorize the issuance of, the shares of stock of
the corporation.
(4) The Board of Directors of the corporation is authorized, from time to
time, to further classify or to reclassify, as the case may be, any unissued
shares of stock of the corporation by setting or changing the preferences,
conversion or other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms or conditions of redemption of the
stock.
(5) Subject to the power of the Board of Directors to reclassify unissued
shares, the shares of each class of stock of the corporation shall have the
following preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms and
conditions of redemption:
(a)(i) All consideration received by the corporation for the
issuance or sale of shares together with all income, earnings, profits and
proceeds thereof, shall irrevocably belong to such class for all purposes,
subject only to the rights of creditors, and are herein referred to as
"assets belonging to" such class.
(ii) The assets belonging to such class shall be charged with the
liabilities of the corporation in respect of such class and with such
class's share of the general liabilities of the corporation, in the latter
case in proportion that the net asset value of such class bears to the net
asset value of all classes. The determination of the Board of Directors
shall be conclusive as to the allocation of liabilities, including accrued
expenses and reserves, to a class.
(iii) Dividends or distributions on shares of each class, whether
payable in stock or cash, shall be paid only out of earnings, surplus or
other assets belonging to such class.
(iv) In the event of the liquidation or dissolution of the
corporation, stockholders of each class shall be entitled to receive, as a
class, out of the assets of the corporation available for distribution to
stockholders, the assets belonging to such class and the assets so
distributable to the stockholders of such class shall be distributed among
such stockholders in proportion to the number of shares of such class held
by them.
(b) A class may be invested with one or more other classes in a
common investment portfolio. Notwithstanding the provisions of paragraph
(5)(a) of this Article FIFTH, if two or more classes are invested in a
common investment portfolio, the shares of each such class of stock of the
corporation shall be subject to the following preferences, conversion and
other rights, voting powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption, and, if there are
other classes of stock invested in a different investment portfolio, shall
also be subject to the provisions of paragraph (5)(a) of this Article FIFTH
at the portfolio level as if the classes invested in the common investment
portfolio were one class:
(i) The income and expenses of the investment portfolio shall be
allocated among the classes invested in the investment portfolio in
accordance with the number of shares outstanding of each such class or as
otherwise determined by the Board of Directors.
(ii) As more fully set forth in this paragraph (5)(b) of Article
FIFTH, the liabilities and expenses of the classes invested in the same
investment portfolio shall be determined separately from those of each other
and, accordingly, the net asset value, the dividends and distributions
payable to holders, and the amounts distributable in the event of
liquidation of the corporation to holders of shares of the corporation's
stock may vary from class to class invested in the same investment
portfolio. Except for these differences and certain other differences set
forth in this paragraph (5) of Article FIFTH, the classes invested in the
same investment portfolio shall have the same preferences, conversion and
other rights, voting powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption.
(iii) The dividends and distributions of investment income and
capital gains with respect to the classes invested in the same investment
portfolio shall be in such amounts as may be declared from time to time by
the Board of Directors, and such dividends and distributions may vary among
the classes invested in the same investment portfolio to reflect differing
allocations of the expenses of the corporation among the classes and any
resultant differences between the net asset values per share of the classes,
to such extent and for such purposes as the Board of Directors may deem
appropriate. The allocation of investment income, capital gains, expenses
and liabilities of the corporation among the classes shall be determined by
the Board of Directors in a manner that is consistent with Rule 18f-3, or
its successor, promulgated under the Investment Company Act of 1940, or any
order, other rule or position of the Securities and Exchange Commission
under said Act.
(c) On each matter submitted to a vote of the stockholders, each
holder of a share of stock shall be entitled to one vote for each share
standing in his name on the books of the corporation irrespective of the
class thereof. All holders of shares of stock shall vote as a single class
except as may otherwise be required by law pursuant to any applicable order,
rule or interpretation issued by the Securities and Exchange Commission, or
otherwise, or except with respect to any matter which affects only one or
more classes of stock, in which case only the holders of shares of the class
or classes affected shall be entitled to vote.
Except as provided above, all provisions of the Articles of Incorporation
relating to stock of the corporation shall apply to shares of, and to the
holders of, all classes of stock.
(6) Notwithstanding any provisions of the Maryland General Corporation
Law requiring a greater proportion than a majority of the votes of
stockholders entitled to be cast in order to take or authorize any action,
any such action may be taken or authorized upon the concurrence of a
majority of the aggregate number of votes entitled to be cast thereon.
(7) The presence in person or by proxy of the holders of one-third of
the shares of stock of the corporation entitled to vote (without regard to
class) shall constitute a quorum at any meeting of the stockholders, except
with respect to any matter which, under applicable statutes or regulatory
requirements, requires approval by a separate vote of one or more classes of
stock, in which case the presence in person or by proxy of the holders of
one-third of the shares of stock of each class required to vote as a class
on the matter shall constitute a quorum.
(8) The corporation may issue shares of stock in fractional
denominations to the same extent as its whole shares, and shares in
fractional denominations shall be shares of stock having proportionately to
the respective fractions represented thereby all the rights of whole shares,
including, without limitation, the right to vote, the right to receive
dividends and distributions and the right to participate upon liquidation of
the corporation, but excluding the right to receive a stock certificate
evidencing a fractional share.
(9) No holder of any shares of any class of the corporation shall be
entitled as of right to subscribe for, purchase, or otherwise acquire any
shares of any class which the corporation proposes to issue, or any rights
or options which the corporation proposes to issue or to grant for the
purchase of shares of any class or for the purchase of any shares, bonds,
securities, or obligations of the corporation which are convertible into or
exchangeable for, or which carry any rights to subscribe for, purchase, or
otherwise acquire shares of any class of the corporation; and any and all of
such shares, bonds, securities or obligations of the corporation, whether
now or hereafter authorized or created, may be issued, or may be reissued or
transferred if the same have been reacquired and have treasury status, and
any and all of such rights and options may be granted by the Board of
Directors to such persons, firms, corporations and associations, and for
such lawful consideration, and on such terms, as the Board of Directors in
its discretion may determine, without first offering the same, or any
thereof, to any said holder.
SIXTH: (1) The number of directors of the corporation, until such number
shall be increased or decreased pursuant to the by-laws of the corporation,
is eight. The number of directors shall never be less than the minimum
number prescribed by the Maryland General Corporation Law.
(2) The names of the persons who shall act as directors of the
corporation until the next annual meeting and until their successors are
duly chosen and qualify are as follows:
David W. Burke Joseph S. DiMartino
Diane Dunst Daniel Rose
Rosalind Gersten Jacobs Warren B. Rudman
Jay I. Meltzer Sander Vanocur
(3) The power to make, alter, and repeal the by-laws of the corporation
shall be vested in the Board of Directors of the corporation.
(4) Any determination made in good faith by or pursuant to the direction
of the Board of Directors, as to: the amount of the assets, debts,
obligations, or liabilities of the corporation; the amount of any reserves
or charges set up and the propriety thereof; the time of or purpose for
creating such reserves or charges; the use, alteration or cancellation of
any reserves or charges (whether or not any debt, obligation or liability
for which such reserves or charges shall have been created shall have been
paid or discharged or shall be then or thereafter required to be paid or
discharged); the value of any investment or fair value of any other asset of
the corporation; the amount of net investment income; the number of shares
of stock outstanding; the estimated expense in connection with purchases or
redemptions of the corporation's stock; the ability to liquidate investments
in orderly fashion; the extent to which it is practicable to deliver a cross-
section of the portfolio of the corporation in payment for any such shares,
or as to any other matters relating to the issue, sale, purchase, redemption
and/or other acquisition or disposition of investments or shares of the
corporation, or the determination of the net asset value of shares of the
corporation shall be final and conclusive, and shall be binding upon the
corporation and all holders of its shares, past, present and future, and
shares of the corporation are issued and sold on the condition and
understanding that any and all such determinations shall be binding as
aforesaid.
SEVENTH: (1) To the fullest extent that limitations on the liability of
directors and officers are permitted by the Maryland General Corporation
Law, no director or officer of the corporation shall have any liability to
the corporation or its stockholders for damages. This limitation on
liability applies to events occurring at the time a person serves as a
director or officer of the corporation whether or not such person is a
director or officer at the time of any proceeding in which liability is
asserted.
(2) The corporation shall indemnify and advance expenses to its
currently acting and its former directors to the fullest extent that
indemnification of directors is permitted by the Maryland General
Corporation Law. The corporation shall indemnify and advance expenses to its
officers to the same extent as its directors and to such further extent as
is consistent with law. The board of directors may, through a by-law,
resolution or agreement, make further provisions for indemnification of
directors, officers, employees and agents to the fullest extent permitted by
the Maryland General Corporation Law.
(3) No provision of this Article SEVENTH shall be effective to protect
or purport to protect any director or officer of the corporation against any
liability to the corporation or its stockholders to which he would otherwise
be subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office.
(4) References to the Maryland General Corporation Law in this Article
SEVENTH are to the law as from time to time amended. No amendment to the
Articles of Incorporation of the corporation shall affect any right of any
person under this Article SEVENTH based on any event, omission or proceeding
prior to such amendment.
EIGHTH: Any holder of shares of stock of the corporation may require the
corporation to redeem and the corporation shall be obligated to redeem at
the option of such holder all or any part of the shares of the corporation
owned by said holder, at the redemption price, pursuant to the method, upon
the terms and subject to the conditions hereinafter set forth:
(a) The redemption price per share shall be the net asset value
per share determined at such time or times as the Board of Directors of the
corporation shall designate in accordance with any provision of the
Investment Company Act of 1940, any rule or regulation thereunder or
exemption or exception therefrom, or any rule or regulation made or adopted
by any securities association registered under the Securities Exchange Act
of 1934.
(b) Net asset value per share of a class shall be determined by
dividing:
(i) The total value of the assets of such class or, in the case
of a class invested in a common investment portfolio with other classes,
such class's proportionate share of the total value of the assets of the
common investment portfolio, such value determined as provided in Subsection
(c) below less, to the extent determined by or pursuant to the direction of
the Board of Directors, all debts, obligations and liabilities of such class
(which debts, obligations and liabilities shall include, without limitation
of the generality of the foregoing, any and all debts, obligations,
liabilities, or claims, of any and every kind and nature, fixed, accrued and
otherwise, including the estimated accrued expenses of management and
supervision, administration and distribution and any reserves or charges for
any or all of the foregoing, whether for taxes, expenses or otherwise) but
excluding such class liability upon its shares and its surplus, by
(ii) The total number of shares of such class outstanding.
The Board of Directors is empowered, in its absolute discretion, to
establish other methods for determining such net asset value whenever such
other methods are deemed by it to be necessary in order to enable the
corporation to comply with, or are deemed by it to be desirable provided
they are not inconsistent with, any provision of the Investment Company Act
of 1940 or any rule or regulation thereunder.
(c) In determining for the purposes of these Articles of
Incorporation the total value of the assets of the corporation at any time,
investments and any other assets of the corporation shall be valued in such
manner as may be determined from time to time by the Board of Directors.
(d) Payment of the redemption price by the corporation may be made
either in cash or in securities or other assets at the time owned by the
corporation or partly in cash and partly in securities or other assets at
the time owned by the corporation. The value of any part of such payment to
be made in securities or other assets of the corporation shall be the value
employed in determining the redemption price. Payment of the redemption
price shall be made on or before the seventh day following the day on which
the shares are properly presented for redemption hereunder, except that
delivery of any securities included in any such payment shall be made as
promptly as any necessary transfers on the books of the issuers whose
securities are to be delivered may be made.
The corporation, pursuant to resolution of the Board of Directors, may
deduct from the payment made for any shares redeemed a liquidating charge
not in excess of five percent (5%) of the redemption price of the shares so
redeemed, and the Board of Directors may alter or suspend any such
liquidating charge from time to time.
(e) Redemption of shares of stock by the corporation is conditional
upon the corporation having funds or property legally available therefor.
(f) The corporation, either directly or through an agent, may
repurchase its shares, out of funds legally available therefor, upon such
terms and conditions and for such consideration as the Board of Directors
shall deem advisable, by agreement with the owner at a price not exceeding
the net asset value per share as determined by the corporation at such time
or times as the Board of Directors of the corporation shall designate, less
a liquidating charge not to exceed five percent (5%) of such net asset
value, if and as fixed by resolution of the Board of Directors of the
corporation from time to time, and take all other steps deemed necessary or
advisable in connection therewith.
(g) The corporation, pursuant to resolution of the Board of
Directors, may cause the redemption, upon the terms set forth in such
resolution and in subsections (a) through (e) and subsection (h) of this
Article EIGHTH, of shares of stock owned by stockholders whose shares have
an aggregate net asset value of less than such amount as may be fixed from
time to time by the Board of Directors. Notwithstanding any other provision
of this Article EIGHTH, if certificates representing such shares have been
issued, the redemption price need not be paid by the corporation until such
certificates are presented in proper form for transfer to the corporation or
the agent of the corporation appointed for such purpose; however, the
redemption shall be effective, in accordance with the resolution of the
Board of Directors, regardless of whether or not such presentation has been
made.
(h) The obligations set forth in this Article EIGHTH may be
suspended or postponed as may be permissible under the Investment Company
Act of 1940 and the rules and regulations thereunder.
(i) The Board of Directors may establish other terms and conditions
and procedures for redemption, including requirements as to delivery of
certificates evidencing shares, if issued.
NINTH: All persons who shall acquire stock or other securities of the
corporation shall acquire the same subject to the provisions of the
corporation's Charter, as from time to time amended.
TENTH: From time to time any of the provisions of the Charter of the
corporation may be amended, altered or repealed, including amendments which
alter the contract rights of any class of stock outstanding, and other
provisions authorized by the Maryland General Corporation Law at the time in
force may be added or inserted in the manner and at the time prescribed by
said Law, and all rights at any time conferred upon the stockholders of the
corporation by its Charter are granted subject to the provisions of this
Article.
EXHIBIT B
Proposed Investment Restrictions of the Fund
As An Open-End Investment Company
Investment restrictions numbered 1 through 7 are proposed to be
fundamental policies. Fundamental policies cannot be changed without
approval by the holders of a majority (as defined in the 1940 Act) of the
Fund's outstanding voting shares. Investment restrictions numbered 8 through
10 are proposed to be non-fundamental policies and may be changed by vote of
a majority of the Fund's Directors at any time. The Fund may not:
1. Invest in commodities, except that the Fund may purchase and sell
options, forward contracts, futures contracts, including those relating to
indices, and options on futures contracts or indices.
2. Purchase, hold or deal in real estate, or oil, gas or other mineral
leases or exploration or development programs, but the Fund may purchase and
sell securities that are secured by real estate or issued by companies that
invest or deal in real estate or real estate investment trusts.
3. Borrow money, except to the extent permitted under the 1940 Act,
which currently limits total borrowings to not more than 33-1/3% of the
value of the investment company's total assets. For purposes of this
Investment Restriction, the entry into options, forward contracts, futures
contracts, including those relating to indices, and options on futures
contracts or indices shall not constitute borrowing.
4. Make loans to others, except through the purchase of debt obligations
and the entry into repurchase agreements. However, the Fund may lend its
portfolio securities in an amount not to exceed 33-1/3% of the value of its
total assets. Any loans of portfolio securities will be made according to
guidelines established by the Securities and Exchange Commission and the
Fund's Board of Directors.
5. Act as an underwriter of securities of other issuers, except to the
extent the Fund may be deemed an underwriter under the Securities Act of
1933, as amended, by virtue of disposing of portfolio securities.
6. Issue any senior security (as such term is defined in Section 18(f)
of the 1940 Act), except to the extent the activities permitted in
Investment Restriction Nos. 1, 3, 7, and 8 may be deemed to give rise to a
senior security.
7. Purchase securities on margin, but the Fund may make margin deposits
in connection with transactions in options, futures contracts, including
those relating to indices, and options on futures contracts or indices.
8. Pledge, mortgage or hypothecate its assets, except to the extent
necessary to secure permitted borrowings and to the extent related to the
purchase of securities on a when-issued or forward commitment basis and the
deposit of assets in escrow in connection with writing covered put and call
options and collateral and initial or variation margin arrangements with
respect to options, forward contracts, futures contracts, including those
relating to indices, and options on futures contracts or indices.
9. Enter into repurchase agreements providing for settlement in more than
seven days after notice or purchase securities which are illiquid, if, in
the aggregate, more than 15% of the value of the Fund's net assets would be
so invested.
10. Purchase securities of other investment companies, except to the
extent permitted under the 1940 Act.
If a percentage restriction is adhered to at the time of investment, a
later change in percentage resulting from a change in values or assets will
not constitute a violation of such restriction.
EXHIBIT C
Current Investment Restrictions of the Fund
The following investment restrictions have been adopted by the Fund as
fundamental policies that cannot be changed without the affirmative vote of
the holders of a majority (as defined in the 1940 Act) of the Fund's
outstanding voting shares. The Fund may not:
1. Borrow money, except (a) for temporary or emergency purposes or for
clearance of transactions in amounts not exceeding 10% of its total assets
(not including the amount borrowed); while such borrowings exceed 5% of the
Fund's assets, the Fund will not make any additional investments; (b) in
connection with repurchases of, or tenders for, the Fund's shares, but only
if after each such borrowing the ratio which the value of the total assets
of the Fund less all liabilities and indebtedness not represented by senior
securities bears to the aggregate amount of senior securities representing
indebtedness of the Fund is at least 300%; and (c) as otherwise described in
this Prospectus.
2. Pledge, mortgage or hypothecate its assets, except to the extent
necessary to secure permitted borrowings and to the extent related to the
deposit of assets in escrow in connection with the writing of covered put
and call options and the purchase of securities on a forward commitment or
delayed-delivery basis and collateral arrangements with respect to currency
transactions, options, futures contracts, including those relating to
indexes, and options on futures contracts or indexes and collateral
arrangements with respect to initial or variation margin for futures
contracts.
3. Sell securities short or purchase securities on margin, except for
such short-term credits as are necessary for the clearance of transactions,
but the Fund may make margin deposits in connection with transactions in
currencies, options, futures and options on futures.
4. Underwrite any issue of securities, except to the extent that the
sale of portfolio securities by the Fund may be deemed to be an
underwriting.
5. Purchase, hold or deal in real estate or oil and gas interests, but
the Fund may purchase and sell securities that are secured by real estate or
interests therein and may purchase mortgage-related securities.
6. Invest in commodities, except that the Fund may purchase and sell
futures contracts, including those relating to indexes, and options on
futures contracts or indexes and commodities or currencies underlying or
related to any such futures contracts as described in this Prospectus.
7. Lend any funds or other assets except through the purchase of all or
a portion of an issue of securities or obligations of the type in which it
may invest; however, the Fund may lend its portfolio securities in an amount
not to exceed 30% of the value of its total assets. Any loans of portfolio
securities will be made according to guidelines established by the
Securities and Exchange Commission and the Fund's Board of Directors.
8. Issue any senior security (as such term is defined in Section 18(f)
of the 1940 Act) except as permitted in Investment Restriction Nos. 1, 2, 3
and 6.
DREYFUS STRATEGIC GOVERNMENTS INCOME, INC.
The undersigned stockholder(s) of Dreyfus Strategic Governments Income,
Inc. hereby appoints Robert R. Mullery and Lawrence B. Stoller, and each of
them, the attorneys and proxies of the undersigned, with full power of
substitution, to vote, as indicated herein, all of the shares of Dreyfus
Strategic Governments Income, Inc. standing in the name of the undersigned
at the close of business on June 23, 1997 at the Annual Meeting of
Stockholders to be held at the offices of The Dreyfus Corporation, 200 Park
Avenue, 7th Floor West, New York, New York, commencing at 10:00 a.m. on
Friday, August 8, 1997, 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.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE SIDE
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS, AND, IN THE CASE OF
PROPOSAL 3, WILL BE VOTED FOR SUCH PROPOSAL AND, IN THE CASE OF PROPOSAL 2,
FOR THE NOMINEES LISTED BELOW, UNLESS OTHERWISE INDICATED.
THE BOARD DOES NOT FAVOR PROPOSAL 1.
1. To consider a proposal to convert the Fund from a closed-end investment
company to an open-end investment company, which includes changing the
Fund's subclassification from a closed-end investment company to an open-end
investment company, amending and restating the Fund's Articles of
Incorporation, and changing certain fundamental investment policies of the
Fund.
FOR AGAINST ABSTAIN
/ / / / / /
2. To elect Directors as follows:
(NOTE: Stockholders should vote in respect of both A. and B. below)
A. If Proposal 1 is not approved, to elect three Class II
Directors
Class II -- David W. Burke, Jay I. Meltzer, Daniel Rose
/ / FOR all nominees listed to the right
/ / WITHHOLD AUTHORITY to vote for all nominees listed
to the right
/ / WITHHOLD AUTHORITY only for those nominee(s) whose
name(s) I have struck a line through above.
B. If Proposal 1 is approved, to elect eight Directors
David W. Burke, Diane Dunst, Joseph S. DiMartino, Rosalind Gersten
Jacobs, Jay I. Meltzer, Daniel Rose, Warren B. Rudman, Sander Vanocur
/ / FOR all nominees listed to the right
/ / WITHHOLD AUTHORITY to vote for all nominees listed
to the right
/ / WITHHOLD AUTHORITY only for those nominee(s) whose
name(s) I have struck a line through above.
3. To ratify the selection of Ernst & Young LLP as independent auditors of
the Fund.
FOR AGAINST ABSTAIN
/ / / / / /
4. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting, or any adjournment(s)
thereof.
/ / MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT
Signature(s) should be exactly as name or names appearing on this proxy. If
shares are held jointly, each holder should sign. If signing is by an
attorney, executor, administrator, trustee or guardian, please give full
title.
Dated: , 1997
Signature(s)
Signature(s)
SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
DREYFUS STRATEGIC GOVERNMENTS INCOME, INC.
IMPORTANT
PLEASE ACT PROMPTLY
SIGN, DATE AND MAIL YOUR PROXY CARD(S) TODAY.
No matter how many shares you own, your vote is important. Voting can also
help the Fund save money. To hold a meeting, a quorum must be represented.
Voting today can save the Fund the expense of another solicitation for
proxies required to achieve a quorum.
Please note, that if you hold more than one account in the Fund, a proxy
card will be sent to you for each of your accounts. You should sign and
return each proxy card in order for all your votes to be counted.
Thank you for your interest in the Fund.
