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.
__________________________________________________
(Name of Registrant as Specified in Its Charter
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
___________, 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 STOCKHOLDER'S 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 ________,
1997, __________ 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
___________, 199_ through ___________, 199_, the Fund's shares traded on the
NYSE at an average discount from net asset value of _____%, 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 December 31, 1996 at an average discount of
____%. 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 _____%
On _______, 1997, the closing price of a Fund share on the NYSE was ______%
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
$24,260; 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 174 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 as set 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 _______, 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 five 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 ___% 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 In corporation 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.
<TABLE>
<CAPTION>
INFORMATION REGARDING DIRECTORS
Name, Principal Occupation Year Class
and Business Experience for Director Term
Past Five Years Age Since Expires
<S> <C> <C> <C>
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 to December
1994, he was a consultant to Dreyfus, 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 71 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 66 1993 1999
Since January 1993, Partner in the law firm of Paul,
Weiss, Rifkind, Wharton & Garrison and since May 1995,
a director of Collins & Aikman Corporation. Also, since
January 1993, Mr. Rudman has served as a director of
Chubb Corporation and of the Raytheon Company, and as
Vice Chairman of the President's Foreign Intelligence
Advisory Board. 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 Chairman of the Federal
Reserve Bank of Boston. Since 1988, Mr. Rudman has served
as a Trustee of Boston College 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.
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 1994, Mr. Vanocur has served as a Visiting
Professional Scholar at the Freedom Forum First Amendment
Center at Vanderbilt University. Since January 1992, Mr.
Vanocur has been the President of Old Owl Communications,
a full-service communications firm and, since November
1989, he has served as 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, Belding Heminway Company, Inc., a
manufacturer and marketer of industrial threads and
buttons, 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 the
Manager and Executive Vice President and a director of
Dreyfus Service Corporation, a wholly-owned subsidiary
of the Manager and, until August 24, 1994, the Fund's
distributor. 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 _____________, Directors and officers of the Fund, as a group (16 persons),
owned less than 1% of the Fund's outstanding s hares.
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 $ 35,178 (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 32 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 27 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 27 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 in the
Enforcement Department of the National
Association of Securities Dealers, Inc.
ELIZABETH A. KEELEY
Vice President and Assistant Secretary 27 Assistant Vice President of Premier and
an officer of other investment companies
advised or administered by Dreyfus.
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
___________, 1997 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 t he 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: _________, 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, evidence s 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, 8, and 9 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 indebted ness 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 a nd 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.
