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 STRTEGIC GOVERNMENT INCOME, INC.
_________________________________________________
(Name of Person(s) Filing Proxy Statement)
DREYFUS STRATEGIC GOVERNMENTS INCOME, INC.
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
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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,
June 5, 1998 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 two Class III
Directors to serve for a specified term and until their
successors are duly elected and qualified.
b. If Proposal 1 is approved as described in the Proxy
Statement, 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 March 27, 1998
will be entitled to receive notice of and to vote at the meeting.
By Order of the Board
Michael S. Petrucelli
Assistant Secretary
New York, New York
April 2, 1998
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WE NEED YOUR PROXY VOTE IMMEDIATELY
A STOCKHOLDER MAY THINK HIS VOTE IS NOT IMPORTANT, BUT IT IS VITAL.
BY LAW, THE ANNUAL MEETING OF STOCKHOLDERS OF THE FUND WILL HAVE TO BE
ADJOURNED WITHOUT CONDUCTING ANY BUSINESS IF LESS THAN A QUORUM IS
REPRESENTED. IN THAT EVENT, THE FUND, AT STOCKHOLDERS' EXPENSE, WOULD
CONTINUE TO SOLICIT VOTES IN AN ATTEMPT TO ACHIEVE A QUORUM. CLEARLY,
YOUR VOTE COULD BE CRITICAL TO ENABLE THE FUND TO HOLD THE MEETING AS
SCHEDULED, SO PLEASE RETURN YOUR PROXY CARD IMMEDIATELY. YOU AND ALL
OTHER STOCKHOLDERS WILL BENEFIT FROM YOUR COOPERATION.
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DREYFUS STRATEGIC GOVERNMENTS INCOME, INC.
PROXY STATEMENT
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ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FRIDAY, JUNE 5, 1998
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, June 5, 1998 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 March 27, 1998 are entitled to receive notice of and to vote at
the Meeting. Stockholders are entitled to one vote for each Fund share held
and fractional votes for each fractional Fund share held. 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
March 27, 1998, 14,640,617 shares of the Fund's common stock were issued and
outstanding.
It is estimated that proxy materials will be mailed to stockholders
of record on or about April 6, 1998. The Fund's principal executive offices
are located at 200 Park Avenue, New York, New York 10166. COPIES OF THE
FUND'S MOST RECENT ANNUAL REPORT ARE AVAILABLE UPON REQUEST, WITHOUT CHARGE,
BY WRITING TO THE FUND AT 144 GLENN CURTISS BOULEVARD, UNIONDALE, NEW YORK
11556-0144, OR BY CALLING TOLL-FREE 1-800-334-6899.
PROPOSAL 1. TO CONVERT THE FUND FROM A CLOSED-END INVESTMENT COMPANY TO AN
OPEN-END INVESTMENT COMPANY
**THE FUND'S BOARD OF DIRECTORS DOES NOT FAVOR THIS PROPOSAL**
INTRODUCTION
The Fund has operated as a non-diversified, closed-end management
investment company since its inception in 1988. As a closed-end fund, the
Fund's shares are bought and sold in the securities markets at prevailing
prices, which may be equal to, less than, or greater than its net asset
value. The Fund's Prospectus provides, in relevant part, that, commencing on
January 1, 1993, and in each year thereafter, if shares of the Fund have
traded on the New York Stock Exchange (the "NYSE") at an average discount
from net asset value of more than 10%, determined on the basis of the
discount as of the end of the last trading day in each week during a period
of 12 calendar weeks preceding the beginning of such year, the Fund will
submit (the "Required Submission") to its stockholders at the next succeeding
annual meeting of stockholders a proposal to convert the Fund from a
closed-end investment company to an open-end investment company. For the 12
calendar week period from October 10, 1997 through December 26, 1997, the
Fund's shares traded on the NYSE at an average discount from net asset value
of 11.65%, 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 February 4, 1998, 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, 1997, 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 1997, the shares
have traded from inception through March 27, 1998 at an average discount of
4.48%. 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 -12.24%
1998 (through March 27) -9.51%
On March 27, 1998, the closing price of a Fund share on the NYSE was 11.05%
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.
[Page 2]
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 currently are listed
and traded on the NYSE (Symbol: DSI). If the Fund converts to an open-end
investment company, its shares would immediately be delisted from the NYSE.
Delisting would save the Fund the annual exchange listing fees of
approximately $24,000; but, as noted below, the Fund would have to pay
Federal and state registration fees on sales of new shares. Any net savings
or increased cost to the Fund because of the different expenses is not
expected to materially affect the Fund's expense ratio.
UNDERWRITING; BROKERAGE COMMISSIONS OR SALES CHARGES ON PURCHASES
AND SALES. Open-end investment companies typically seek to sell new shares on
a continuous basis in order to offset redemptions and avoid reduction in
asset size. Shares of "load" open-end investment companies ordinarily are
offered and sold through a principal underwriter, which deducts a sales
charge from the purchase price at the time of purchase or from the redemption
proceeds at the time of redemption, or receives a distribution fee from the
fund, or both, to compensate it and securities dealers for sales and
marketing services (see below). Shares of "no-load" open-end investment
companies are sold at net asset value, without a sales charge, with the
fund's investment adviser or distributor ordinarily bearing the cost of sales
and marketing from its own resources. Shares of closed-end investment
companies, on the other hand, are bought and sold in secondary market
transactions at prevailing market prices subject to the brokerage commissions
charged by the broker-dealer firms executing such transactions.
STOCKHOLDER SERVICES. Open-end investment companies typically
provide more services to stockholders and incur correspondingly higher
servicing expenses. To compensate the Fund's distributor for the provision of
certain services to stockholders
[Page 3]
of the Fund as an open-end investment company, the Fund would adopt a
Shareholder Services Plan. Pursuant to such plan, the Fund would pay an
annual fee of .25% of the value of its average daily net assets for the
provision of personal services relating to stockholder accounts, such as
answering stockholder inquiries regarding the Fund and providing reports and
other information, and services related to the maintenance of stockholder
accounts.
Other services generally offered by a family of open-end funds
include enabling stockholders to exchange their investment from one fund into
another fund that is part of the same family of open-end funds. The Dreyfus
Family of Funds currently consists of 175 separate portfolios, with different
investment objectives and policies. Shares of the various funds in the
Dreyfus Family of Funds generally are eligible to be exchanged, in a taxable
transaction, for shares of certain other Dreyfus-managed funds. If the Fund
converts to an open-end investment company, the Fund would offer the exchange
service as well as certain other stockholder services and privileges
currently offered stockholders of other Dreyfus-managed open-end funds.
SENIOR SECURITIES AND BORROWINGS. The 1940 Act prohibits open-end
investment companies from issuing "senior securities" representing
indebtedness (i.e., bonds, debentures, notes and other similar securities),
other than indebtedness to banks when there is an asset coverage of at least
300% for all borrowings. Closed-end investment companies, on the other hand,
are permitted to issue senior securities representing indebtedness to any
lender if the 300% asset coverage is met. In addition, closed-end investment
companies may issue preferred stock (subject to various limitations), whereas
open-end investment companies generally may not issue preferred stock. This
ability to issue senior securities may give closed-end investment companies
more flexibility than mutual funds in "leveraging" their stockholders'
investments. The Fund currently has no indebtedness to banks or other lenders
and has no authorized class of senior securities or any plan for issuing any.
The Board of Directors does not believe that the limitations on leverage
imposed by the 1940 Act on mutual funds would impair the Fund's operations as
an open-end investment company.
ANNUAL STOCKHOLDERS MEETINGS. As a closed-end investment company
listed on the NYSE, the Fund is required by the rules of the NYSE to hold
annual meetings of its stockholders. If the Fund were converted to an
open-end investment company, it would no longer be subject to these NYSE rules
and annual stockholder meetings would be eliminated, except when required
for certain 1940 Act matters. By not having to hold annual stockholders
meetings, the Fund would save the costs of preparing proxy materials and
soliciting stockholders' votes on the usual proposals contained therein.
Based on the number of outstanding shares and stockholders as of the record
date, such costs aggregate approximately $45,000 per year; however, these
savings would not be expected to materially affect the Fund's expense ratio,
and stockholder meetings may have to be held from time to time to obtain
various approvals from stockholders. Under the 1940 Act, the Fund would be
required to hold a stockholders meeting if, among other reasons, the number
of Directors elected by the stockholders were less than a majority of the
total number of Directors or if a change were sought in the fundamental
investment policies of the Fund. In addition, holders of at least 10% of the
Fund's outstanding shares may require the Fund to hold a stockholder's
meeting for the purpose of voting on the removal of any Director or for any
other purpose.
REINVESTMENT OF DIVIDENDS AND DISTRIBUTIONS. As a closed-end
investment company, the Fund's current Dividend Reinvestment and Cash
Purchase Plan (the "DRIP") permits stockholders to elect to reinvest their
dividends and distributions on a different basis than would be the case if
the Fund converted to an open-end investment company. Currently, if shares
are trading at a discount, the agent for the DRIP will attempt to buy as many
shares as are needed of the Fund on the NYSE or elsewhere. This permits a
reinvesting stockholder to benefit by purchasing additional shares at a
discount and this buying activity may tend to lessen any discount. If, before
the agent for the DRIP completes such purchases, the market price exceeds the
net asset value, then the average per share purchase price of the reinvested
shares may exceed the net asset value per share. If shares are trading at a
premium, reinvesting shareholders are issued shares at the higher of net
asset value or 95% of the market price. As an open-end investment company,
any dividend and distribution reinvested would be at net asset value.
[Page 4]
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 March 27,
1998, 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 March 27, 1998 and its expenses for the first four months of fiscal
year 1998 on an annualized basis, it currently is anticipated that conversion
costs would increase the Fund's expense ratio by approximately 3.2% 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.
[Page 5]
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. Under Maryland General Corporation Law,
charter amendments must be declared "advisable" by the board. Although the
Fund's Board of Directors does not favor Proposal 1, if the Proposal is
approved by stockholders, the Fund's Board then would deem it advisable to
amend the Fund's Charter. 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.
However, unlike the vote required to open-end the Fund pursuant to Proposal
1, which is a majority of the outstanding shares of the Fund, the affirmative
vote of the holders of at least 75% of the outstanding shares of the Fund is
required to declassify the Fund's Board. Consequently, if Proposal 1 is
approved by the holders of a majority, but less than 75%, of the outstanding
shares of the Fund, the Fund would operate as an open-end investment company
with 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
[Page 6]
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 currently are 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 stockholder 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.
[Page 7]
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 approv
ing Proposal 1. The amendments to the Fund's Articles of Incorporation and
fundamental investment policies would become effective simultaneously with
the effectiveness under the Securities Act of 1933 of the registration
statement referred to above.
REQUIRED VOTE AND DIRECTORS' RECOMMENDATION. Approval of Proposal 1,
which includes changing the Fund's subclassification from a closed-end
investment company to an open-end investment company, amending and restating
the Fund's Articles of Incorporation and changing certain fundamental
investment policies and restrictions of the Fund, requires (except as
otherwise noted above to declassify the Fund's Board) the affirmative vote of
the holders of a majority of the Fund's outstanding shares.
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, Mss. Dunst and Jacobs would be
considered for election as Class III Directors to serve until the Fund's 2001
Annual Meeting of Stockholders and until their successors have been duly
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 the holders of at
least 75% of the outstanding shares of the Fund, 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
duly 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.
[Page 8]
If Proposal 1 is not approved or is approved by the holders of less
than 75% of the outstanding shares of the Fund, only
the proposal in paragraph (a) above would be presented at the Meeting.
If Proposal 1 is approved by the holders of at least 75% of the
outstanding shares of the Fund, 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 currently is a Director of
the Fund.
<TABLE>
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 III:
DIANE DUNST 58 1990 2001
Since January 1992, President of Diane Dunst Promotion, Inc., a full
service promotion agency. From January 1989 to
January 1992, Director of Promotion Services, Lear's Magazine. From 1985 to
January 1989, she was Sales Promotion Manager of ELLE Magazine. Her address
is 1172 Park Avenue, New York, New York, 10128.
ROSALIND GERSTEN JACOBS 72 1994 2001
Director of Merchandise and Marketing for Corporate Property Investors,
a real estate investment company. From 1974 to
1976, she was owner and manager of a merchandise and marketing consulting
firm. Prior to 1974, she was a Vice President of Macy's, New York. Her
address is c/o Corporate Property Investors, 305 East 47th Street, New York,
New York 10017.
CLASS I:
WARREN B. RUDMAN 67 1993 1999
Since January 1993, Partner in the law firm of Paul, Weiss, Rifkind,
Wharton & Garrison. Mr. Rudman also is a director of
Prime Succession, Inc., Collins & Aikman Corporation, Chubb Corporation and
Raytheon Company and a trustee of Boston College. He is also Vice Chairman of
the President's Foreign Intelligence Advisory Board, and a member of the
Senior Advisory Board of the Institute of Politics of the Kennedy School of
Government at Harvard University. From January 1981 to January 1993, Mr.
Rudman served as a United States Senator from the state of New Hampshire.
From January 1993 to December 1994, Mr. Rudman served as Chairman of the
Federal Reserve Bank of Boston. His address is c/o Paul, Weiss, Rifkind,
Wharton & Garrison, 1615 L. Street, N.W., Suite 1300, Washington, D.C. 20036.
[Page 9]
NAME, PRINCIPAL OCCUPATION YEAR CLASS
AND BUSINESS EXPERIENCE FOR DIRECTOR TERM
PAST FIVE YEARS AGE SINCE EXPIRES
_______________- ____ _________ ____________
CLASS I CONTINUED
SANDER VANOCUR 70 1992 1999
Since January 1992, President of Old Owl Communications, a full-service
communications firm. From May 1995 to June 1996,
he was a Professional in Residence at the Freedom Forum in Arlington, VA, and
from January 1994 to May 1995, he has served as a Visiting Professional
Scholar at the Freedom Forum First Amendment Center at Vanderbilt University.
From November 1989 to November 1995, he was a director of the Damon
Runyon-Walter Winchell Cancer Research Fund. From June 1986 to December 1991,
he was a Senior Correspondent of ABC News and, from October 1977 to December
1991, he was Anchor of the ABC News program "Business World," a weekly
business program on the ABC television network. His address is 2928 P Street,
N.W., Washington, D.C. 20007.
JOSEPH S. DIMARTINO 54 (1988-1991) 1999
Since January 1995, Chairman of the Board of various 1995*
funds in the Dreyfus Family of Funds. He also is a director of The
Muscular Dystrophy Association, The Noel Group, Inc.,
a venture capital company, Staffing Resources, Inc., a temporary placement
agency, HealthPlan Services Corporation, a provider of marketing,
administrative and risk management services to health and other benefit
programs, Carlyle Industries, Inc. (formerly, Belding Heminway Company,
Inc.), a button packager and distributor, and Century Business Services, Inc.
(formerly, International Alliance Services, Inc.), a provider of various
outsourcing functions for small and medium sized businesses. For more than
five years prior to January 1995, he was President, a director and, until
August 1994, Chief Operating Officer of Dreyfus and Executive Vice President
and a director of Dreyfus Service Corporation, a wholly-owned subsidiary of
Dreyfus. From August 1994 until December 31, 1994, he was a director of
Mellon Bank Corporation. His address is 200 Park Avenue, New York, New York
10166.
* Mr. DiMartino previously was a Director of the Fund from April 27, 1988 to
November 21, 1991. He was re-elected to the Board on February 8, 1995.
[Page 10]
NAME, PRINCIPAL OCCUPATION YEAR CLASS
AND BUSINESS EXPERIENCE FOR DIRECTOR TERM
PAST FIVE YEARS AGE SINCE EXPIRES
_______________- ____ _________ ____________
CLASS II:
DAVID W. BURKE 61 1994 2000
Chairman of the Broadcasting Board of Governors, an independent
board within the United States Information Agency, since
August 1995. From August 1994 through December 31, 1994, he was a consultant
to Dreyfus, and from October 1990 to August 1994, he was Vice President and
Chief Administrative Officer of Dreyfus. From 1977 to 1990, Mr. Burke was
involved in the management of national television news, as Vice President and
Executive Vice President of ABC News, and subsequently as President of CBS
News. His address is 197 Eighth Street, Charleston, Massachusetts 02642.
JAY I. MELTZER 69 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; and Adjunct Clinical
Professor of Medicine at Cornell College of Medicine. His address is 903 Park
Avenue, New York, New York 10021.
DANIEL ROSE 68 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 Board Member of
Corporate Property Investors, a real estate investment company. His address
is 200 Madison Avenue, New York, New York 10016.
</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,
[Page 11]
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 February 28, 1998, the Fund's
Directors and officers, as a group (16 persons), owned less than 1% of the
Fund's outstanding shares. As of February 28, 1998, Dr. Meltzer owned 2500
shares of the Fund.
The Fund pays the Directors an annual retainer of $4,500 and a fee
per meeting of $500, and reimburses them for their expenses. The Chairman of
the Board, which position is held by Mr. DiMartino, receives an additional
25% of such compensation. 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 five Board and committee meetings held during the
fiscal year ended November 30, 1997. All of the Directors attended 75% or
more of all Board and committee meetings held during the fiscal year ended
November 30, 1997 during the period the Director was in office.
The compensation paid to each Director by the Fund for the fiscal
year ended November 30, 1997 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, 1997, 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 $239,000 (49)
Joseph S. DiMartino $8,750 $597,128 (96)
Diane Dunst $7,000 $37,750 (10)
Rosalind Gersten Jacobs $7,000 $95,250 (20)
Jay I. Meltzer $7,000 $37,750 (10)
Daniel Rose $6,500 $76,375 (21)
Warren B. Rudman $7,000 $89,500 (18)
Sander Vanocur $7,000 $87,125 (21)
* Amount does not include reimbursed expenses for attending Board
meetings, which amounted to $470 for all Directors as a group.
[Page 12]
<TABLE>
The following sets forth information relevant to the executive officers of the Fund:
NAME AND POSITION PRINCIPAL OCCUPATION AND BUSINESS
WITH FUND AGE EXPERIENCE FOR PAST FIVE YEARS
__________ ______ ________________________________
<S> <C> <C>
MARIE E. CONNOLLY
President and Treasurer 40 President, Chief Executive Officer, Chief
Compliance Officer and a director of the Distributor and Funds Distributor,
Inc., the ultimate parent of which is Boston Institutional Group, Inc., and
an officer of other investment companies advised or administered by Dreyfus.
RICHARD W. INGRAM
Vice President and
Assistant Treasurer 42 Executive Vice President of the Distributor and
Funds Distributor, Inc., and an officer of other investment companies
advised or administered by Dreyfus. From March 1994 to November 1995,
he was Vice President and Division Manager for First Data Investor
Services Group. From 1989 to 1994, he was Vice President,
Assistant Treasurer and Tax
Director_Mutual Funds at The Boston Company, Inc.
JOSEPH F. TOWER, III
Vice President and
Assistant Treasurer 35 Senior Vice President, Treasurer, Chief Financial
Officer and a director of the Distributor and Funds Distributor, Inc., 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 33 Vice President of the Distributor and 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.
[Page 13]
NAME AND POSITION PRINCIPAL OCCUPATION AND BUSINESS
WITH FUND AGE EXPERIENCE FOR PAST FIVE YEARS
__________- ___ ________________________________
MICHAEL S. PETRUCELLI
Vice President and
Assistant Treasurer 36 Senior Vice President of 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 the GE Funds and as a
Director of GE Investment Services.
DOUGLAS C. CONROY
Vice President and
Assistant Secretary 28 Assistant Vice President 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.
ELBA VASQUEZ
Vice President and
Assistant Secretary 36 Assistant Vice President of Funds Distributor,
Inc., and an officer of other investment companies advised or administered by
Dreyfus. From March 1990 to May 1996, she was employed by U.S. Trust Company
of New York where she held various sales and marketing positions.
[Page 14]
NAME AND POSITION PRINCIPAL OCCUPATION AND BUSINESS
WITH FUNDS AGE EXPERIENCE FOR PAST FIVE YEARS
__________- ___ ________________________________
KATHLEEN K. MORRISSEY
Vice President and
Assistant Secretary 25 Vice President and Assistant Secretary of Funds
Distributor, Inc., and an officer of other investment companies advised or
administered by Dreyfus. From July 1994 to November 1995, she was a Fund
Accountant for Investors Bank & Trust Company.
CHRISTOPHER J. KELLEY
Vice President and
Assistant Secretary 33 Vice President and Senior Associate General Counsel
of the Distributor and Funds Distributor, Inc., and an officer of other
investment companies advised or administered by Dreyfus. From April 1994 to
July 1996, he was Assistant Counsel at Forum Financial Group. From October
1992 to March 1994, he was employed by Putnam Investments in legal and
compliance capacities.
The address of each officer of the Fund is 200 Park Avenue, New
York, New York 10166.
</TABLE>
[Page 15]
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, 1998 at a Board meeting held
on November 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, 1998 is submitted to stockholders for ratification or rejection.
Apart from its fees received as independent auditors, neither the firm of
Ernst & Young LLP nor any of its partners has a direct, or material indirect,
financial interest in the Fund or Dreyfus.
Ernst & Young LLP, a major international accounting firm, has acted
as auditors of the Fund since the Fund's organization. The Directors believe
that the continued employment of the services of Ernst & Young LLP would be
in the best interests of the Fund.
A representative of Ernst & Young LLP is expected to be present at
the Meeting, will have the opportunity to make a statement and will be
available to respond to relevant questions.
THE BOARD OF DIRECTORS, INCLUDING A MAJORITY OF THE
"NON-INTERESTED" DIRECTORS, RECOMMENDS THAT STOCKHOLDERS
VOTE "FOR" RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP
AS INDEPENDENT AUDITORS OF THE FUND.
OTHER MATTERS
The Fund's Board members are not aware of any other matters which
may come before the Meeting. However, should any such matters properly come
before the Meeting, it is the intention of the persons named in the
accompanying form of proxy to vote the proxy in accordance with their
judgment on such matters.
If Proposal 1 is not approved, proposals that stockholders wish to
include in the Fund's proxy statement for the Fund's next Annual Meeting of
Stockholders must be sent to and received by the Fund no later than January
30, 1999 at the principal executive offices of the Fund at 200 Park Avenue,
New York, New York 10166, Attention: General Counsel.
Dreyfus, located at 200 Park Avenue, New York, New York 10166,
serves as the Fund's investment adviser. Richard F. Syron became a director
of Dreyfus as of July 22, 1997. Ronald P. O'Hanley became a Vice Chairman of
Dreyfus as of January 15, 1998. Christopher J. Kelley, Kathleen K. Morrisey
and Elba Vasquez were elected Vice President and Assistant Secretary of the
Fund as of February 4, 1998. None of the above had any ownership of, or
engaged in any transaction with respect to, the Fund's shares at the time
they assumed their positions. They filed a Form 3 pursuant to Section 16(a)
of the Securities Exchange Act of 1934 on November 18, 1997, March 5, 1998,
February 27, 1998, February 26, 1998 and February 24, 1998, respectively.
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.
[Page 16]
If a proxy is properly executed and returned accompanied by
instructions to withhold authority to vote, represents a
broker "non-vote" (that is, a proxy from a broker or nominee indicating that
such person has not received instructions from the beneficial owner or other
person entitled to vote Fund shares on a particular matter with respect to
which the broker or nominee does not have discretionary power) or is marked
with an abstention (collectively, "abstentions"), the shares represented
thereby will be considered to be present at the Meeting for purposes of
determining the existence of a quorum for the transaction of business.
Abstentions, however, will have the effect of a "no" vote for the purpose of
obtaining requisite approval for Proposal 1.
In the event that a quorum is not present at the Meeting, or if a
quorum is present but sufficient votes to approve any of the proposals are
not received, the persons named as proxies may propose one or more
adjournments of the Meeting to permit further solicitation of proxies. In
determining whether to adjourn the Meeting, the following factors may be
considered: the nature of the proposals that are the subject of the Meeting,
the percentage of votes actually cast, the percentage of negative votes
actually cast, the nature of any further solicitation and the information to
be provided to stockholders with respect to the reasons for the solicitation.
Any adjournment will require the affirmative vote of a majority of those
shares affected by the adjournment that are represented at the Meeting in
person or by proxy. A stockholder vote may be taken for one or more of the
proposals in this Proxy Statement prior to any adjournment if sufficient
votes have been received for approval. If a quorum is present, the persons
named as proxies will vote those proxies which they are entitled to vote
"FOR" a Proposal in favor of any adjournment, and will vote those proxies
required to be voted "AGAINST" a Proposal against any adjournment. A quorum
is constituted with respect to the Fund by the presence in person or by proxy
of the holders of more than one-third of the outstanding shares of the Fund
entitled to vote at the Meeting.
NOTICE TO BANKS, BROKER/DEALERS AND VOTING TRUSTEES
AND THEIR NOMINEES
Please advise the Fund, in care of Mellon Bank, N.A., c/o Proxy
Services Corporation, 115 Amity Street, Jersey City, NJ 07304, 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: April 2, 1998
[Page 17]
EXHIBIT A
PROPOSED AMENDED AND RESTATED CHARTER
FIRST: DREYFUS STRATEGIC GOVERNMENTS INCOME, INC., a Maryland
corporation, having its principal office in the City of Baltimore, Maryland,
hereby amends and restates its Charter as follows:
SECOND: The name of the corporation (hereinafter called the
"corporation") is Dreyfus Premier Global Governments Income Fund, Inc.
THIRD: The corporation is formed for the following purpose or
purposes:
(a) to conduct, operate and carry on the business of an
investment company;
(b) to subscribe for, invest in, reinvest in, purchase or
otherwise acquire, hold, pledge, sell, assign, transfer, lend, write options
on, exchange, distribute or otherwise dispose of and deal in and with
securities of every nature, kind, character, type and form, including without
limitation of the generality of the foregoing, all types of stocks, shares,
futures contracts, bonds, debentures, notes, bills and other negotiable or
non-negotiable instruments, obligations, evidences of interest, certificates
of interest, certificates of participation, certificates, interests,
evidences of ownership, guarantees, warrants, options or evidences of
indebtedness issued or created by or guaranteed as to principal and interest
by any state or local government or any agency or instrumentality thereof, by
the United States Government or any agency, instrumentality, territory,
district or possession thereof, by any foreign government or any agency,
instrumentality, territory, district or possession thereof, by any
corporation organized under the laws of any state, the United States or any
territory or possession thereof or under the laws of any foreign country,
bank certificates of deposit, bank time deposits, bankers' acceptances and
commercial paper; to pay for the same in cash or by the issue of stock,
including treasury stock, bonds or notes of the corporation or otherwise; and
to exercise any and all rights, powers and privileges of ownership or
interest in respect of any and all such investments of every kind and
description, including without limitation, the right to consent and otherwise
act with respect thereto, with power to designate one or more persons, firms,
associations or corporations to exercise any of said rights, powers and
privileges in respect of any said instruments;
(c) to borrow money or otherwise obtain credit and to secure
the same by mortgaging, pledging or otherwise subjecting as security the
assets of the corporation;
(d) to issue, sell, repurchase, redeem, retire, cancel,
acquire, hold, resell, reissue, dispose of, transfer, and otherwise deal in,
shares of stock of the corporation, including shares of stock of the
corporation in fractional denominations, and to apply to any such repurchase,
redemption, retirement, cancellation or acquisition of shares of stock of the
corporation any funds or property of the corporation whether capital or
surplus or otherwise, to the full extent now or hereafter permitted by the law
s 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.
[Page A-1]
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 differ
[Page A-2]
ing 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
[Page A-3]
[IF PROPOSAL 1 IS APPROVED BY THE HOLDERS OF LESS THAN 75% OF THE
OUTSTANDING SHARES OF THE FUND, ARTICLE SIXTH,
PARAGRAPHS (1) AND (2) ABOVE WOULD BE REPLACED WITH THE FOLLOWING AND
PARAGRAPHS (3) AND (4) WOULD BE RENUMBERED.]
* * * * * * * * * * * * * * * * * * * * * * * * * * * *
SIXTH: (1) The number of directors of the corporation, until such
number shall be increased pursuant to the bylaws of the corporation, is one.
The number of directors shall never be less than the minimim number
prescribed by the Maryland General Corporation Law nor more than twelve.
(2) The name of the person who shall act as director of the
corporation until the first annual meeting or until his successor is duly
chosen and qualified is as follows:
(3) Beginning with the first annual meeting of stockholders held
after the initial public offering of the shares of the corporation (the
"initial annual meeting"), the board of directors of the corporation shall be
divided into three classes: Class I, Class II and Class III. The term of
office of one class of directors elected at the initial annual meeting shall
expire each year. At the initial annual meeting, directors of Class I shall
be deemed to have been elected to hold office for a term expiring at the next
succeeding annual meeting, directors of Class II shall be deemed to have been
elected to hold office for a term expiring at the second succeeding annual
meeting and directors of Class III shall be deemed to have been elected to
hold office for a term expiring at the third succeeding annual meeting. At
each subsequent annual meeting of stockholders, the directors chosen to
succeed those whose terms are expiring shall be identified as being of the
same class as the directors whom they succeed and shall be elected for a term
expiring at the time of the third succeeding annual meeting of stockholders,
or thereafter in each case when their respective successors are elected and
qualified. If the number of directors is changed, any increase or decrease
shall be apportioned among the classes by resolution of the board of
directors so as to maintain the number of directors in each class as nearly
equal as possible, but in no case shall a decrease in the number of directors
shorten the term of any incumbent director.
(4) A director of the corporation may be removed from office only by
vote of the holders of at least seventy-five percent (75%) of the outstanding
shares of the corporation entitled to vote in an election of directors.
* * * * * * * * * * * * * * * * * * * * * * * * * * * *
(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.
[Page A-4]
(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.
[Page A-5]
(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.
[Page A-6]
EXHIBIT B
PROPOSED INVESTMENT RESTRICTIONS OF THE FUND
AS AN OPEN-END INVESTMENT COMPANY
Investment restrictions numbered 1 through 7 are proposed to be
fundamental policies. Fundamental policies cannot be changed without approval
by the holders of a majority (as defined in the 1940 Act) of the Fund's
outstanding voting shares. Investment restrictions numbered 8 through 10 are
proposed to be non-fundamental policies and may be changed by vote of a
majority of the Fund's Directors at any time. The Fund may not:
1. Invest in commodities, except that the Fund may purchase and
sell options, forward contracts, futures contracts, including those relating
to indices, and options on futures contracts or indices.
2. Purchase, hold or deal in real estate, or oil, gas or other
mineral leases or exploration or development programs, but the Fund may
purchase and sell securities that are secured by real estate or issued by
companies that invest or deal in real estate or real estate investment
trusts.
3. Borrow money, except to the extent permitted under the 1940 Act,
which currently limits total borrowings to not more than 33-1/3% of the value
of the investment company's total assets. For purposes of this Investment
Restriction, the entry into options, forward contracts, futures contracts,
including those relating to indices, and options on futures contracts or
indices shall not constitute borrowing.
4. Make loans to others, except through the purchase of debt
obligations and the entry into repurchase agreements. However, the Fund may
lend its portfolio securities in an amount not to exceed 33-1/3% of the value
of its total assets. Any loans of portfolio securities will be made according
to guidelines established by the Securities and Exchange Commission and the
Fund's Board of Directors.
5. Act as an underwriter of securities of other issuers, except to
the extent the Fund may be deemed an underwriter under the Securities Act of
1933, as amended, by virtue of disposing of portfolio securities.
6. Issue any senior security (as such term is defined in Section
18(f) of the 1940 Act), except to the extent the activities permitted in
Investment Restriction Nos. 1, 3, 7, and 8 may be deemed to give rise to a
senior security.
7. Purchase securities on margin, but the Fund may make margin
deposits in connection with transactions in options, futures contracts,
including those relating to indices, and options on futures contracts or
indices.
8. Pledge, mortgage or hypothecate its assets, except to the extent
necessary to secure permitted borrowings and to the extent related to the
purchase of securities on a when-issued or forward commitment basis and the
deposit of assets in escrow in connection with writing covered put and call
options and collateral and initial or variation margin arrangements with
respect to options, forward contracts, futures contracts, including those
relating to indices, and options on futures contracts or indices.
9. Enter into repurchase agreements providing for settlement in more
than seven days after notice or purchase securities which are illiquid, if,
in the aggregate, more than 15% of the value of the Fund's net assets would
be so invested.
10. Purchase securities of other investment companies, except to the
extent permitted under the 1940 Act.
If a percentage restriction is adhered to at the time of investment,
a later change in percentage resulting from a change in values or assets will
not constitute a violation of such restriction.
[Page B-1]
EXHIBIT C
CURRENT INVESTMENT RESTRICTIONS OF THE FUND
The following investment restrictions have been adopted by the Fund
as fundamental policies that cannot be changed without the affirmative vote
of the holders of a majority (as defined in the 1940 Act) of the Fund's
outstanding voting shares. The Fund may not:
1. Borrow money, except (a) for temporary or emergency purposes or
for clearance of transactions in amounts not exceeding 10% of its total
assets (not including the amount borrowed); while such borrowings exceed 5%
of the Fund's assets, the Fund will not make any additional investments; (b)
in connection with repurchases of, or tenders for, the Fund's shares, but
only if after each such borrowing the ratio which the value of the total
assets of the Fund less all liabilities and indebtedness not represented by
senior securities bears to the aggregate amount of senior securities
representing indebtedness of the Fund is at least 300%; and (c) as otherwise
described in this Prospectus.
2. Pledge, mortgage or hypothecate its assets, except to the extent
necessary to secure permitted borrowings and to the extent related to the
deposit of assets in escrow in connection with the writing of covered put and
call options and the purchase of securities on a forward commitment or
delayed-delivery basis and collateral arrangements with respect to currency
transactions, options, futures contracts, including those relating to
indexes, and options on futures contracts or indexes and collateral
arrangements with respect to initial or variation margin for futures
contracts.
3. Sell securities short or purchase securities on margin, except
for such short-term credits as are necessary for the clearance of
transactions, but the Fund may make margin deposits in connection with
transactions in currencies, options, futures and options on futures.
4. Underwrite any issue of securities, except to the extent that
the sale of portfolio securities by the Fund may be deemed to be an
underwriting.
5. Purchase, hold or deal in real estate or oil and gas interests,
but the Fund may purchase and sell securities that are secured by real estate
or interests therein and may purchase mortgage-related securities.
6. Invest in commodities, except that the Fund may purchase and
sell futures contracts, including those relating to indexes, and options on
futures contracts or indexes and commodities or currencies underlying or
related to any such futures contracts as described in this Prospectus.
7. Lend any funds or other assets except through the purchase of
all or a portion of an issue of securities or obligations of the type in
which it may invest; however, the Fund may lend its portfolio securities in
an amount not to exceed 30% of the value of its total assets. Any loans of
portfolio securities will be made according to guidelines established by the
Securities and Exchange Commission and the Fund's Board of Directors.
8. Issue any senior security (as such term is defined in Section
18(f) of the 1940 Act) except as permitted in Investment Restriction Nos. 1,
2, 3 and 6.
DREYFUS STRATEGIC GOVERNMENTS INCOME, INC.
The undersigned stockholder(s) of Dreyfus Strategic Governments Income,
Inc. hereby appoints Robert R. Mullery and Lawrence B. Stoller, and each of
them, the attorneys and proxies of the undersigned, with full power of
substitution, to vote, as indicated herein, all of the shares of Dreyfus
Strategic Governments Income, Inc. standing in the name of the undersigned
at the close of business on March 27, 1998 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, June 5, 1998, and at any and all adjournments thereof, with all of
the powers of 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 TO BE SIGNED ON REVERSE SIDE SEE REVERSE SIDE
FOLD AND DETACH HERE
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 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.
Please mark
your votes as
indicated in
this example.
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. 2.To elect Directors as follows:
(NOTE: Stockholders should vote in
1. To consider a proposal to convert respect of both A. and B. below)
the Fund from a closed-end investment A.If Proposal 1 is not approved, to
company to an open-end investment elect two Class III Directors.
comapny, which includes changing the
Fund's subclassification from a CLASS III -- Diane Dunst,
closed-end investment company to an Rosalind G. Jacobs
open-end investment company, amending
and restating the Fund's Articles of WITHHOLD AUTHORITY AUTHORITY
Incorporation, and changing certain only for those nominee(s)
fundamental nivestment policies of whose name(s) I have struck a
the Fund. line through above.
For all WITHHOLD
nominees AUTHORITY
listed to to vote for all
the right nominees listed
to the right
FOR AGAINST ABSTAIN
David W. Burke, Diane Dunst, Joseph S. DiMartino, Rosalind
Gersten Jacobs, Jay I. Meltze, Daniel Rose, Warren B. Rudman,
Sander Vanocur.
3. To ratify the 4. In their B.If Proposal 1 is approved,
selection of discretion, the to elect eight Directors.
Ernst & proxies are
Young LLP as authorized to FOR all WITHHOLD
independent vote upon such nominees AUTHORITY
auditors of the other business as listed to to vote for all
Fund. may properly come the right nominies listed
before the to the right
meeting, or any
adjournment(s)
thereof.
FOR AGAINST ABSTAIN
WITHHOLD AUTHORITY only for those nominee(s) whose
name(s) I have struck a line through above.
MARK HERE FOR ADDRESS CHANGE AND
NOTE AT LEFT
Signture(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 attorney, executor, administrator, trustee or
guardian, please give full title.
DATED:________________________________________________, 1998
_____________________________________________________________
Signature(s)
_____________________________________________________________
Signature(s)
SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
