Registration Nos. 33-50203
811-7085
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /x/
Pre-Effective Amendment No. 2 /x/
Post-Effective Amendment No. __ / /
and
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 /x/
Amendment No. __ / /
(Check appropriate box or boxes)
DREYFUS GLOBAL BOND FUND, INC.
(formerly, Dreyfus Global Debt Fund, Inc.)
(Exact Name of Registrant as Specified in Charter)
c/o The Dreyfus Corporation
200 Park Avenue, New York, New York 10166
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code:
(212) 922-6130
Daniel C. Maclean, Esq.
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)
copy to:
Lewis G. Cole, Esq.
Stroock & Stroock & Lavan
7 Hanover Square
New York, New York 10004-2696
Approximate Date of Proposed Public Offering: As soon as
practicable after
this Registration Statement is declared effective.
It is proposed that this filing will become effective
(check appropriate box)
____ immediately upon filing pursuant to paragraph
(b)
____ on (date) pursuant to paragraph (b)
____ 60 days after filing pursuant to paragraph (a)
____ on (date) pursuant to paragraph (a) of Rule 485.
Cross-Reference Sheet Pursuant to Rule 495(a)
Items in
Part A of
Form N-1A Caption Page
1 Cover Cover Page
2 Synopsis 3
3 Condensed Financial Information *
4 General Description of Registrant 4
5 Management of the Fund 32
6 Capital Stock and Other Securities 49
7 Purchase of Securities Being Offered 34
8 Redemption or Repurchase 41
9 Pending Legal Proceedings *
Items in
Part B of
Form N-1A
10 Cover Page B-1
11 Table of Contents B-1
12 General Information and History *
13 Investment Objectives and Policies B-3
14 Management of the Fund B-15
15 Control Persons and Principal Holders
of Securities B-16
16 Investment Advisory and Other Services B-19
17 Brokerage Allocation B-33
18 Capital Stock and Other Securities B-35
19 Purchase, Redemption and Pricing of
Securities Being Offered B-23, B-23, B-29
20 Tax Status B-31
21 Underwriters *
22 Calculations of Performance Data B-34
23 Financial Statements B-36
Items in
Part C of
Form N-1A
24 Financial Statements and Exhibits C-1
25 Persons Controlled by or Under Common
Control with Registrant C-2
26 Number of Holders of Securities C-2
27 Indemnification C-2
28 Business and Other Connections of
Investment Adviser C-3
29 Principal Underwriters C-30
30 Location of Accounts and Records C-39
31 Management Services C-39
32 Undertakings C-39
- ---------
*Omitted since answer is negative or inapplicable.
________, 1994
DREYFUS GLOBAL BOND FUND, INC.
Supplement to Prospectus Dated _________, 1994
The following information supplements and should be
read in conjunction with the section of the Fund's Prospectus
entitled "Management of the Fund."
The Fund's investment adviser, The Dreyfus Corporation
("Dreyfus"), has entered into an Agreement and Plan of Merger
providing for the merger of Dreyfus with a subsidiary of Mellon
Bank Corporation ("Mellon").
Following the merger, Dreyfus will be a direct
subsidiary of Mellon, whose principal banking subsidiary is
Mellon Bank, N.A. Closing of this merger is subject to a number
of contingencies, including the receipt of certain regulatory
approvals and the approvals of the stockholders of Dreyfus and
of Mellon. The merger is expected to occur in mid-1994, but
could occur later.
Because the merger will constitute an "assignment" of
the Fund's Investment Advisory Agreement with Dreyfus under the
Investment Company Act of 1940 and, thus, a termination of such
Agreement, Dreyfus will seek prior approval from the Fund's
Board and shareholders.
PROSPECTUS , 1994
DREYFUS GLOBAL BOND FUND, INC.
Dreyfus Global Bond Fund, Inc. (the "Fund") is an
open-end, non-diversified, management investment company, known
as a mutual fund. Its primary goal is to seek total return.
The Fund will invest principally in debt securities of foreign
and domestic issuers. Up to 35% of the Fund's total assets may
be invested in the securities of companies in, or governments
of, emerging market countries.
You can invest, reinvest or redeem Fund shares at any
time without charge or penalty imposed by the Fund. You can
purchase or redeem shares by telephone using Dreyfus
TeleTransfer.
The Dreyfus Corporation ("Dreyfus") will serve as the
Fund's investment adviser. Dreyfus has engaged M&G Investment
Management Limited ("M&G") to serve as the Fund's sub-investment
adviser and provide day-to-day management of the Fund's
investments. Dreyfus and M&G are referred to collectively as
the "Advisers."
The Fund bears certain costs pursuant to a
Distribution Plan adopted in accordance with Rule 12b-1 under
the Investment Company Act of 1940 and a Shareholder Services
Plan.
This Prospectus sets forth concisely information about
the Fund that you should know before investing. It should be
read and retained for future reference.
Part B (also known as the Statement of Additional
Information), dated , 1994, which may be revised from
time to time, provides a further discussion of certain areas in
this Prospectus and other matters which may be of interest to
some investors. It has been filed with the Securities and
Exchange Commission and is incorporated herein by reference.
For a free copy, write to the Fund at 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144, or by calling 1-800-
554-4611. When telephoning, ask for Operator 666.
THE FUND'S SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF,
OR GUARANTEED OR ENDORSED BY, ANY BANK, AND THE FUND'S SHARES
ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY. THE
FUND'S SHARES INVOLVE CERTAIN INVESTMENT RISKS, INCLUDING THE
POSSIBLE LOSS OF PRINCIPAL. THE FUND'S SHARE PRICE, YIELD AND
INVESTMENT RETURN ARE NOT GUARANTEED AND SHOULD BE EXPECTED TO
FLUCTUATE.
TABLE OF CONTENTS
Page
Annual Fund Operating Expenses. . . . . . . .
Description of the Fund . . . . . . . . . . .
Management of the Fund. . . . . . . . . . . .
How to Buy Fund Shares. . . . . . . . . . . .
Shareholder Services. . . . . . . . . . . . .
How to Redeem Fund Shares . . . . . . . . . .
Distribution Plan and
Shareholder Services Plan . . . . . . . . .
Dividends, Distributions and Taxes. . . . . .
Performance Information . . . . . . . . . . .
General Information . . . . . . . . . . . . .
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
Management Fees . . . . . . . . . . . . . . . . . . . .70%
12b-1 Fees . . . . . . . . . . . . . . . . . . . . . .25%
Shareholder Servicing Fees . . . . . . . . . . . . . .25%
Other Expenses . . . . . . . . . . . . . . . . . . . .60%
Total Fund Operating Expenses . . . . . . . . . . . . 1.80%
Example: 1 Year 3 Years
You would pay the following
expenses on a $1,000 invest-
ment, assuming (1) 5% annual
return and (2) redemption at
the end of each time period: $18 $57
The amounts listed in the example should not be
considered as representative of future expenses, and actual
expenses may be greater or less than those indicated. Moreover,
while the example assumes a 5% annual return, the Fund's actual
performance will vary and may result in an actual return greater
or less than 5%.
________________________________________________________________
The purpose of the foregoing table is to assist you in
understanding the various costs and expenses borne by the Fund,
and, therefore, indirectly by investors, the payment of which
will reduce investors' return on an annual basis. Other
Expenses and Total Fund Operating Expenses are based on
estimated amounts for the current fiscal year. The information
in the foregoing table does not reflect any fee waivers or
expense reimbursement arrangements that may be in effect. Long-
term investors could pay more in 12b-1 fees than the economic
equivalent of paying a front-end sales charge. Certain Service
Agents (as defined below) may charge their clients direct fees
for effecting transactions in Fund shares; such fees are not
reflected in the foregoing table. For further description of
the various costs and expenses incurred in the operation of the
Fund, as well as expense reimbursement or waiver arrangements,
see "Management of the Fund," "How to Buy Fund Shares" and
"Distribution Plan and Shareholder Services Plan."
DESCRIPTION OF THE FUND
INVESTMENT OBJECTIVE
The Fund's primary goal is to seek total return.
Total return consists of realized and unrealized capital
appreciation and income. The Fund's investment
objectives cannot be changed without approval by the holders of
a majority (as defined in the Investment Company Act of 1940) of
the Fund's outstanding voting shares. There can be no
assurance
that the Fund's investment objective will be achieved.
MANAGEMENT POLICIES
The Fund will invest in a portfolio of debt
obligations of issuers located throughout the world. These debt
obligations include bonds, debentures, notes, money market
instruments (including domestic and foreign bank obligations,
such as time deposits, certificates of deposit and bankers'
acceptances, commercial paper and repurchase agreements),
mortgage-related securities, municipal obligations and
convertible debt obligations. The issuers of these obligations
may include corporations, partnerships, trusts or similar
entities, governments or their political subdivisions, agencies
or instrumentalities, and supranational entities. At least 65%
of the value of the Fund's net assets (except when maintaining a
temporary defensive position) will be invested in bonds and
debentures. While there are no prescribed limits on geographic
asset distribution, the Fund ordinarily will seek to invest its
assets in at least three countries. The percentage of the
Fund's assets invested in securities issued by foreign issuers
will vary depending on the relative yields of such securities,
the economic and financial markets of the countries in which the
investments are made and the interest rate climate of such
countries. The Fund may hold foreign currency of any country
and may purchase debt securities or hold currencies in
combination with forward currency exchange contracts. The Fund
will be alert to opportunities to profit from fluctuations in
currency exchange rates. The Fund's portfolio will be invested
without regard to maturity.
It is a fundamental policy of the Fund that at least
65% of the Fund's net assets will consist of debt securities
rated at least Baa by Moody's Investors Service, Inc.
("Moody's") or at least BBB by Standard & Poor's Corporation
("S&P"), Fitch Investors Service, Inc. ("Fitch") or Duff &
Phelps, Inc. ("Duff"). The Fund intends to invest less than
35% of its net assets in debt securities rated lower than
investment grade by Moody's, S&P, Fitch and Duff. Investments
rated Ba or lower by Moody's and BB or lower by S&P, Fitch and
Duff ordinarily provide higher yields but involve greater risk
because of their speculative characteristics. The Fund may
invest in obligations rated C by Moody's or D by S&P, Fitch or
Duff, which is such rating organizations' lowest rating and
indicates that the obligation is in default and interest and/or
repayment of principal is in arrears. See "Risk Factors--Lower
Rated Securities" below for a further discussion of certain
risks. The Fund also may invest in securities which, while not
rated, are determined by the Advisers to be of comparable
quality to the rated securities in which the Fund may invest;
for purposes of the 65% requirement described above, such
unrated securites shall be deemed to have the rating so
determined.
The Fund may invest up to 35% of its total assets in
companies whose principal activities are in, or governments of,
emerging markets. Emerging markets will include any countries
(i) having an "emerging stock market" as defined by the
International Finance Corporation; (ii) with low- to middle-
income economies according to the World Bank; or (iii) listed in
World Bank publications as developing. Currently, the countries
not included in these categories are Australia, Austria,
Belgium, Canada, Denmark, Finland, France, Germany, Ireland,
Italy, Japan, the Netherlands, New Zealand, Norway, Spain,
Sweden, Switzerland, the United Kingdom and the United States.
Issuers whose principal activities are in countries with
emerging markets include issuers: (1) organized under the laws
of, (2) whose securities have their primary trading market in,
(3) deriving at least 50% of their revenues or profits from
goods sold, investments made, or services performed in, or (4)
having at least 50% of their assets located in a country with,
an emerging market.
The Fund may invest up to 25% of its total assets in
the securities of issuers having their principal business
activities in the same industry, regardless of country. The
Fund will not invest more than 25% of its total assets in the
securities of any foreign government or supranational entity.
The
Fund may invest up to 5% of its assets in securities of
companies that have been in continuous operation for less than
three years (including operations of any predecessors).
In connection with its purchases of convertible
securities, the Fund, from time to time, may hold common stock
received upon the conversion of the security. The Fund does not
intend to retain the common stock in its portfolio and will sell
it as promptly as practicable and in a manner which it believes
will reduce the risk to the Fund of loss in connection with the
sale.
When the Advisers determine that market conditions
warrant, the Fund may adopt a temporary defensive posture and
invest without limitation in securities issued or guaranteed by
the U.S. Government or its agencies or instrumentalities and in
other U.S. dollar-denominated money market instruments
consisting of certificates of deposit, time deposits, bankers'
acceptances, short-term investment grade corporate bonds and
other short-term debt instruments, and repurchase agreements, as
described under "Certain Portfolio Securities" below.
In an effort to increase total return, the Fund may
engage in various investment techniques such as leveraging,
short selling, options and futures transactions, currency
transactions and lending portfolio securities, each of which
involves risk. See "Other Investment Considerations."
CERTAIN PORTFOLIO SECURITIES
Securities of Emerging Markets Issuers--In emerging markets, the
Fund may purchase debt securities issued or guaranteed by
foreign governments, including participations in loans between
foreign governments and financial institutions, and interests in
entities organized and operated for the purpose of restructuring
the investment characteristics of instruments issued or
guaranteed by foreign governments ("Sovereign Debt
Obligations"). These include Brady Bonds, Structured Securities
and Loan Participations and Assignments (as defined below).
Brady Bonds. Brady Bonds are debt obligations created
through the exchange of existing commercial bank loans to
foreign entities for new obligations in connection with debt
restructurings under a plan introduced by former U.S. Secretary
of the Treasury, Nicholas F. Brady.
Brady Bonds have been issued only relatively recently,
and, accordingly, do not have a long payment history. They may
be collateralized or uncollateralized and issued in various
currencies (although most are U.S. dollar-denominated). They
are actively traded in the over-the-counter secondary market.
Structured Securities. Structured Securities are
interests in entities organized and operated solely for the
purpose of restructuring the investment characteristics of
Sovereign Debt Obligations. This type of restructuring involves
the deposit with or purchase by an entity, such as a corporation
or trust, of specified instruments (such as commercial bank
loans or Brady Bonds) and the issuance by that entity of one or
more classes of securities ("Structured Securities") backed by,
or representing interests in, the underlying instruments. The
cash flow on the underlying instruments may be apportioned among
the newly-issued Structured Securities to create securities with
different investment characteristics such as varying maturities,
payment priorities and interest rate provisions, and the extent
of the payments made with respect to Structured Securities is
dependent on the extent of the cash flow on the underlying
instruments. Because Structured Securities of the type in which
the Fund anticipates it will invest typically involve no credit
enhancement, their credit risk generally will be equivalent to
that of the underlying instruments.
The Fund is permitted to invest in a class of
Structured Securities that is either subordinated or
unsubordinated to the right of payment of another class.
Subordinated Structured Securities typically have higher yields
and present greater risks than unsubordinated Structured
Securities.
Certain issuers of Structured Securities may be deemed
to be "investment companies" as defined in the Investment
Company Act of 1940. As a result, the Fund's investment in
these Structured Securities may be limited by the restrictions
contained in the Investment Company Act of 1940. See
"Investment Company Securities" below.
Loan Participations and Assignments. The Fund may
invest in fixed and floating rate loans ("Loans") arranged
through private negotiations between an issuer of Sovereign Debt
Obligations and one or more financial institutions ("Lenders").
The Fund's investments in Loans are expected in most instances
to be in the form of participations in Loans ("Participations")
and assignments of all or a portion of Loans ("Assignments")
from third parties. The government that is the borrower on the
Loan will be considered by the Fund to be the issuer of a
Participation or Assignment. The Fund's investment in
Participations typically will result in the Fund having a
contractual relationship only with the Lender and not with the
borrower. The Fund will have the right to receive payments of
principal, interest and any fees to which it is entitled only
from the Lender selling the Participation and only upon receipt
by the Lender of the payments from the borrower. In connection
with purchasing Participations, the Fund generally will have no
right to enforce compliance by the borrower with the terms of
the loan agreement relating to the Loan, nor any rights of set-
off against the borrower, and the Fund may not directly benefit
from any collateral supporting the Loan in which it has
purchased the Participation. As a result, the Fund may be
subject to the credit risk of both the borrower and the Lender
that is selling the Participation. In the event of the
insolvency of the Lender selling a Participation, the Fund may
be treated as a general creditor of the Lender and may not
benefit from any set-off between the Lender and the borrower.
Certain Participations may be structured in a manner designed to
avoid purchasers of Participations being subject to the credit
risk of the Lender with respect to the Participation, but even
under such a structure, in the event of the Lender's insolvency,
the Lender's servicing of the Participation may be delayed and
the assignability of the Participation impaired. [The Fund will
acquire Participations only if the Lender interpositioned
between the Fund and the borrower is a Lender having total
assets of more than $25 billion and whose senior unsecured debt
is rated investment grade or higher (i.e., Baa/BBB or higher)].
Convertible Securities--The Fund may purchase convertible
securities, which are fixed-income securities, such as bonds or
preferred stock, which may be converted at a stated price within
a specified period of time into a specified number of shares of
common stock of the same or a different issuer. Convertible
securities are senior to common stock in a corporation's capital
structure, but usually are subordinated to non-convertible debt
securities. While providing a fixed-income stream (generally
higher in yield than the income derivable from a common stock
but lower than that afforded by a non-convertible debt
security), a convertible security also affords an investor the
opportunity, through its conversion feature, to participate in
the capital appreciation of the common stock into which it is
convertible.
In general, the market value of a convertible security
is the higher of its "investment value" (i.e., its value as a
fixed-income security) or its "conversion value" (i.e., the
value of the underlying shares of common stock if the security
is converted). As a fixed-income security, the market value of
a convertible security generally increases when interest rates
decline and generally decreases when interest rates rise.
However, the price of a convertible security also is influenced
by the market value of the security's underlying common stock.
Thus, the price of a convertible security generally increases as
the market value of the underlying stock increases, and
generally decreases as the market value of the underlying stock
declines. Investments in convertible securities generally
entail less risk than investments in the common stock of the
same issuer.
U.S. Government Securities--The Fund may purchase securities
issued or guaranteed by the U.S. Government or its agencies or
instrumentalities, which include U.S. Treasury securities that
differ in their interest rates, maturities and times of
issuance. Treasury Bills have initial maturities of one year or
less; Treasury Notes have initial maturities of one to ten
years; and Treasury Bonds generally have initial maturities of
greater than ten years. Some obligations issued or guaranteed
by U.S. Government agencies and instrumentalities, for example,
Government National Mortgage Association pass-through
certificates, are supported by the full faith and credit of the
U.S. Treasury; others, such as those of the Federal Home Loan
Banks, by the right of the issuer to borrow from the U.S.
Treasury; others, such as those issued by the Federal National
Mortgage Association, by discretionary authority of the U.S.
Government to purchase certain obligations of the agency or
instrumentality; and others, such as those issued by the Student
Loan Marketing Association, only by the credit of the agency or
instrumentality. These securities bear fixed, floating or
variable rates of interest. Principal and interest may
fluctuate based on generally recognized reference rates or the
relationship of rates. While the U.S. Government provides
financial support to such U.S. Government-sponsored agencies or
instrumentalities, no assurance can be given that it will always
do so, because the U.S. Government is not obligated to do so by
law.
Zero Coupon Securities--The Fund may invest in zero coupon U.S.
Treasury securities, which are Treasury Notes and Bonds that
have been stripped of their unmatured interest coupons, the
coupons themselves and receipts or certificates representing
interests in such stripped debt obligations and coupons. The
Fund also may invest in zero coupon securities issued by
corporations and financial institutions which constitute a
proportionate ownership of the issuer's pool of underlying U.S.
Treasury securities. A zero coupon security pays no interest to
its holder during its life and is sold at a discount to its face
value at maturity. The amount of the discount fluctuates with
the market price of the security. The market prices of zero
coupon securities generally are more volatile than the market
prices of securities that pay interest periodically and are
likely to respond to a greater degree to changes in interest
rates than non-zero coupon securities having similar maturities
and credit qualities.
Bank Obligations--The Fund may purchase certificates of deposit,
time deposits, bankers' acceptances and other short-term
obligations of domestic banks, foreign subsidiaries of domestic
banks, foreign branches of domestic banks, and domestic and
foreign branches of foreign banks, domestic savings and loan
associations and other banking institutions. With respect to
such securities issued by foreign branches of domestic banks,
foreign subsidiaries of domestic banks, and domestic and foreign
branches of foreign banks, the Fund may be subject to additional
investment risks that are different in some respects from those
incurred by a fund which invests only in debt obligations of
U.S. domestic issuers. Such risks include possible future
political and economic developments, the possible imposition of
foreign withholding taxes on interest income payable on the
securities, the possible establishment of exchange controls or
the adoption of other foreign governmental restrictions which
might adversely affect the payment of principal and interest on
these securities and the possible seizure or nationalization of
foreign deposits.
Certificates of deposit are negotiable certificates
evidencing the obligation of a bank to repay funds deposited
with it for a specified period of time.
Time deposits are non-negotiable deposits maintained
in a banking institution for a specified period of time at a
stated interest rate. Time deposits which may be held by the
Fund will not benefit from insurance from the Bank Insurance
Fund or the Savings Association Insurance Fund administered by
the Federal Deposit Insurance Corporation. The Fund will not
invest more than 15% of the value of its net assets in time
deposits that are illiquid and in other illiquid securities.
Bankers' acceptances are credit instruments evidencing
the obligation of a bank to pay a draft drawn on it by a
customer. These instruments reflect the obligation both of the
bank and of the drawer to pay the face amount of the instrument
upon maturity. The other short-term obligations may include
uninsured, direct obligations bearing fixed, floating or
variable interest rates.
Repurchase Agreements--Repurchase agreements involve the
acquisition by the Fund of an underlying debt instrument,
subject to an obligation of the seller to repurchase, and the
Fund to resell, the instrument at a fixed price usually not more
than one week after its purchase. The Fund's custodian or sub-
custodian will have custody of, and will hold in a segregated
account, securities acquired by the Fund under a repurchase
agreement. Repurchase agreements are considered by the staff of
the Securities and Exchange Commission to be loans by the Fund.
In an attempt to reduce the risk of incurring a loss on a
repurchase agreement, the Fund will enter into repurchase
agreements only with domestic banks with total assets in excess
of one billion dollars, or primary government securities dealers
reporting to the Federal Reserve Bank of New York, with respect
to securities of the type in which the Fund may invest, and will
require that additional securities be deposited with it if the
value of the securities purchased should decrease below the
resale price. The Advisers will monitor on an ongoing basis the
value of the collateral to assure that it always equals or
exceeds the repurchase price. Certain costs may be incurred by
the Fund in connection with the sale of the securities if the
seller does not repurchase them in accordance with the
repurchase agreement. In addition, if bankruptcy proceedings
are commenced with respect to the seller of the securities,
realization on the securities by the Fund may be delayed or
limited. The Fund will consider on an ongoing basis the
creditworthiness of the institutions with which it enters into
repurchase agreements.
Commercial Paper and Other Short-Term Corporate Obligations--
Commercial paper consists of short-term, unsecured promissory
notes issued to finance short-term credit needs. The commercial
paper purchased by the Fund will consist only of direct
obligations which, at the time of their purchase, are (a) rated
not lower than Prime-1 by Moody's, A-1 by S&P, F-1 by Fitch or
Duff-1 by Duff, (b) issued by companies having an outstanding
unsecured debt issue currently rated not lower than Aa3 by
Moody's or AA- by S&P, Fitch or Duff, or (c) if unrated,
determined by the Advisers to be of comparable quality to those
rated obligations which may be purchased by the Fund. The Fund
may purchase floating and variable rate demand notes and bonds,
which are obligations ordinarily having stated maturities in
excess of one year, but which permit the holder to demand
payment of principal at any time or at specified intervals.
Variable rate demand notes include variable amount master demand
notes, which are obligations that permit the Fund to invest
fluctuating amounts at varying rates of interest pursuant to
direct arrangements between the Fund, as lender, and the
borrower. These notes permit daily changes in the amounts
borrowed. As mutually agreed between the parties, the Fund may
increase the amount under the notes at any time up to the full
amount provided by the note agreement, or decrease the amount,
and the borrower may repay up to the full amount of the note
without penalty. Because these obligations are direct lending
arrangements between the lender and borrower, it is not
contemplated that such instruments generally will be traded, and
there generally is no established secondary market for these
obligations, although they are redeemable at face value, plus
accrued interest, at any time. Accordingly, where these
obligations are not secured by letters of credit or other credit
support arrangements, the Fund's right to redeem is dependent on
the ability of the borrower to pay principal and interest on
demand. In connection with floating and variable rate demand
obligations, the Advisers will consider, on an ongoing basis,
earning power, cash flow and other liquidity ratios of the
borrower and the borrower's ability to pay principal and
interest on demand. Such obligations frequently are not rated
by credit rating agencies, and the Fund may invest in them only
if at the time of an investment the borrower meets the criteria
set forth above for other commercial paper issuers.
Warrants--The Fund may invest up to 5% of its net assets in
warrants, except that this limitation does not apply to warrants
acquired in units or attached to securities. A warrant is an
instrument issued by a corporation which gives the holder the
right to subscribe to a specified amount of the corporation's
capital stock at a set price for a specified period of time.
The Fund does not intend to retain in its portfolio any common
stock received upon the exercise of a warrant and will sell the
common stock as promptly as practicable and in a manner that it
believes will reduce its risk of a loss in connection with the
sale. The Fund does not intend to retain in its portfolio any
warrant for equity securities acquired as a unit with a debt
instrument if the warrant begins to trade separately from the
related debt instrument.
Mortgage-Related Securities--The Fund may invest in mortgage-
related securities which are collateralized by pools of mortgage
loans assembled for sale to investors by various governmental
agencies, such as Government National Mortgage Association and
government-related organizations such as Federal National
Mortgage Association and Federal Home Loan Mortgage Corporation,
as well as by private issuers such as commercial banks, savings
and loan institutions, mortgage banks and private mortgage
insurance companies, and similar foreign entities. The
mortgage-related securities in which the Fund may invest include
those with fixed, floating and variable interest rates and those
with interest rates that change based on multiples of changes in
interest rates, as well as stripped mortgage-backed securities
which are derivative multiclass mortgage securities. Stripped
mortgage-backed securities usually are structured with two
classes that receive different proportions of interest and
principal distributions on a pool of mortgage-backed securities
or whole loans. A common type of stripped mortgage-backed
security will have one class receiving some of the interest and
most of the principal from the mortgage collateral, while the
other class will receive most of the interest and the remainder
of the principal. In the most extreme case, one class will
receive all of the interest (the interest-only or "IO" class),
while the other class will receive all of the principal (the
principal-only or "PO" class). Although certain mortgage-
related securities are guaranteed by a third party or otherwise
similarly secured, the market value of the security, which may
fluctuate, is not so secured. If the Fund purchases a
mortgaged-related security at a premium, all or part of the
premium may be lost if there is a decline in the market value of
the security, whether resulting from changes in interest rates
or prepayments in the underlying mortgage collateral. As with
other interest-bearing securities, the prices of certain
mortgage-backed securities are inversely affected by changes in
interest rates, while others, which the Fund may purchase, may
be structured so that their interest rates will fluctuate
inversely (and thus their price will increase as interest rates
rise and decrease as interest rates fall) in response to changes
in interest rates. Though the value of a mortgage-related
security may decline when interest rates rise, the converse is
not necessarily true, since in periods of declining interest
rates the mortgages underlying the security are more likely to
prepay. For this and other reasons, a mortgage-related
security's stated maturity may be shortened by unscheduled
prepayments on the underlying mortgages, and, therefore, it is
not possible to predict accurately the security's return to the
Fund. Moreover, with respect to stripped mortgage-backed
securities, if the underlying mortgage securities experience
greater than anticipated prepayments of principal, the Fund may
fail to fully recoup its initial investment in these securities
even if the securities are rated in the highest rating category
by a nationally recognized statistical rating organization. In
addition, regular payments received in respect of mortgage-
related securities include both interest and principal. No
assurance can be given as to the return the Fund will receive
when these amounts are reinvested. The Fund also may invest in
collateralized mortgage obligations structured on pools of
mortgage pass-through certificates or mortgage loans.
Collateralized mortgage obligations will be purchased only if
rated in one of the two highest rating categories by a
nationally recognized statistical rating organization such as
Moody's, S&P, Fitch or Duff, or, if unrated, deemed to be of
comparable quality by the Advisers. For further discussion
concerning the investment considerations involved, see "Risk
Factors--Other Investment Considerations" below, and "Investment
Objectives and Management Polices--Portfolio Securities--
Mortgaged-Related Securities" in the Fund's Statement of
Additional Information.
Investment Company Securities--The Fund may invest in securities
issued by other investment companies which principally invest in
securities of the type in which the Fund invests. Under the
Investment Company Act of 1940, the Fund's investments in such
securities, subject to certain exceptions, currently are limited
to (i) 3% of the total voting stock of any one investment
company, (ii) 5% of the Fund's net assets with respect to any
one investment company and (iii) 10% of the Fund's net assets in
the aggregate. Investments in the securities of other
investment companies may involve duplication of advisory fees
and certain other expenses.
Illiquid Securities--The Fund may invest up to 15% of the value
of its net assets in securities as to which a liquid trading
market does not exist, provided such investments are consistent
with the Fund's investment objectives. Such securities may
include securities that are not readily marketable, such as
certain securities that are subject to legal or contractual
restrictions on resale, certain Sovereign Debt Obligations,
repurchase agreements providing for settlement in more than
seven days after notice, certain options traded in the over-the-
counter market and securities used to cover such options, and
certain mortgage-backed securities, such as certain
collateralized mortgage obligations and stripped mortgage-backed
securities. As to these securities, the Fund is subject to a
risk that should the Fund desire to sell them when a ready buyer
is not available at a price the Fund deems representative of
their value, the value of the Fund's net assets could be
adversely affected. When purchasing securities that have not
been registered under the Securities Act of 1933, as amended,
and are not readily marketable, the Fund will endeavor to obtain
the right to registration at the expense of the issuer.
Generally, there will be a lapse of time between the Fund's
decision to sell any such security and the registration of the
security permitting sale. During any such period, the price of
the securities will be subject to market fluctuations. However,
if a substantial market of qualified institutional buyers
develops pursuant to Rule 144A under the Securities Act of 1933,
as amended, for such securities held by the Fund, the Fund
intends to treat such securities as liquid securities in
accordance with procedures approved by the Fund's Board of
Directors. Because it is not possible to predict with assurance
how the market for restricted securities pursuant to Rule 144A
will develop, the Fund's Board of Directors has directed the
Advisers to monitor carefully the Fund's investments in such
securities with particular regard to trading activity,
availability of reliable price information and other relevant
information. To the extent that, for a period of time,
qualified institutional buyers cease purchasing restricted
securities pursuant to Rule 144A, the Fund's investing in such
securities may have the effect of increasing the level of
illiquidity in the Fund's portfolio during such period.
INVESTMENT TECHNIQUES
The Fund may engage in various investment techniques,
such as leveraging, short-selling, options and futures
transactions and lending portfolio securities, each of which
involves risk. See "Risk Factors" below.
LEVERAGE THROUGH BORROWING--The Fund may borrow for investment
purposes. This borrowing, which is known as leveraging,
generally will be unsecured, except to the extent the Fund
enters into reverse repurchase agreements described below. The
Investment Company Act of 1940 requires the Fund to maintain
continuous asset coverage (that is, total assets including
borrowings, less liabilities exclusive of borrowings) of 300% of
the amount borrowed. If the 300% asset coverage should decline
as a result of market fluctuations or other reasons, the Fund
may be required to sell some of its portfolio holdings within
three days to reduce the debt and restore the 300% asset
coverage, even though it may be disadvantageous from an
investment standpoint to sell securities at that time.
Leveraging may exaggerate the effect on net asset value of any
increase or decrease in the market value of the Fund's
portfolio. Money borrowed for leveraging will be subject to
interest costs that may or may not be recovered by appreciation
of the securities purchased; in certain cases, interest costs
may exceed the return received on the securities purchased. The
Fund also may be required to maintain minimum average balances
in connection with such borrowing or to pay a commitment or
other fee to maintain a line of credit; either of these
requirements would increase the cost of borrowing over the
stated interest rate.
Among the forms of borrowing in which the Fund may
engage is the entry into reverse repurchase agreements with
banks, brokers or dealers. These transactions involve the
transfer by the Fund of an underlying debt instrument in return
for cash proceeds based on a percentage of the value of the
security. The Fund retains the right to receive interest and
principal payments on the security. At an agreed upon future
date, the Fund repurchases the security at principal, plus
accrued interest. In certain types of agreements, there is no
agreed upon repurchase date, and interest payments are
calculated daily, often based on the prevailing overnight
repurchase rate. The Fund will maintain in a segregated
custodial account cash or U.S. Government securities or other
high quality liquid debt securities at least equal to the
aggregate amount of its reverse repurchase obligations, plus
accrued interest, in certain cases, in accordance with releases
promulgated by the Securities and Exchange Commission. The
Securities and Exchange Commission views reverse repurchase
transactions as collateralized borrowings by the Fund. These
agreements, which are treated as if reestablished each day, are
expected to provide the Fund with a flexible borrowing tool.
FOREIGN CURRENCY TRANSACTIONS--The Fund may engage in currency
exchange transactions to the extent consistent with its
investment objectives or to hedge its portfolio. The Fund will
conduct its currency exchange transactions either on a spot
(i.e., cash) basis at the rate prevailing in the currency
exchange market, or through entering into forward contracts to
purchase or sell currencies. A forward currency exchange
contract involves an obligation to purchase or sell a specific
currency at a future date, which must be more than two days from
the date of the contract, at a price set at the time of the
contract. Forward currency exchange contracts are entered into
in the interbank market conducted directly between currency
traders (typically commercial banks or other financial
institutions) and their customers. The Fund also may combine
forward currency exchange contracts with investments in
securities denominated in other currencies.
The Fund also may maintain short positions in forward
currency exchange transactions, which would involve the Fund
agreeing to exchange an amount of a currency it did not
currently own for another currency at a future date in
anticipation of a decline in the value of the currency sold
relative to the currency the Fund contracted to receive in the
exchange. The Fund will maintain in a segregated custodial
account cash or U.S. Government securities or other high quality
liquid debt securities at least equal to the aggregate amount of
its short positions, plus accrued interest, in certain cases, in
accordance with releases promulgated by the Securities and
Exchange Commission.
OPTIONS ON FOREIGN CURRENCY--The Fund may purchase and sell call
and put options on foreign currency for the purpose of hedging
against changes in future currency exchange rates. Call options
convey the right to buy the underlying currency at a price which
is expected to be lower than the spot price of the currency at
the time the option expires. Put options convey the right to
sell the underlying currency at a price which is anticipated to
be higher than the spot prices of the currency at the time the
option expires. The Fund may use foreign currency options for
the same purposes as forward currency exchange and futures
transactions, as described herein. See also "Call and Put
Options on Specific Securities" and "Currency Futures and
Options on Currency Futures" below.
SHORT-SELLING--The Fund may make short sales, which 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. To complete such a transaction, the Fund must borrow
the security to make delivery to the buyer. The Fund then is
obligated to replace the security borrowed by purchasing it at
the market price at the time of replacement. The price at such
time may be more or less than the price at which the security
was sold by the Fund. Until the security is replaced, the Fund
is required to pay to the lender amounts equal to any dividends
or interest which accrue during the period of the loan. To
borrow the security, the Fund also may be required to pay a
premium, which would increase the cost of the security sold.
The proceeds of the short sale will be retained by the broker,
to the extent necessary to meet margin requirements, until the
short position is closed out.
Until the Fund closes its short position or replaces
the borrowed security, the Fund will: (a) maintain a segregated
account, containing cash or U.S. Government securities, at such
a level that (i) the amount deposited in the account plus the
amount deposited with the broker as collateral will equal the
current value of the security sold short and (ii) the amount
deposited in the segregated account plus the amount deposited
with the broker as collateral will not be less than the market
value of the security at the time it was sold short; or
(b) otherwise cover its short position.
The Fund will incur a loss as a result of the 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. The Fund will realize a gain if the security
declines in price between those dates. This result is the
opposite of what one would expect from a cash purchase of a long
position in a security. The amount of any gain will be
decreased, and the amount of any loss increased, by the amount
of any premium or amounts in lieu of dividends or interest the
Fund may be required to pay in connection with a short sale.
The Fund may purchase call options to provide a hedge
against an increase in the price of a security sold short by the
Fund. When the Fund purchases a call option it has to pay a
premium to the person writing the option and a commission to the
broker selling the option. If the option is exercised by the
Fund, the premium and the commission paid may be more than the
amount of the brokerage commission charged if the security were
to be purchased directly. See "Call and Put Options on Specific
Securities" below.
The Fund anticipates that the frequency of short sales
will vary substantially under different market conditions, and
it does not intend that any specified portion of its assets, as
a matter of practice, will be invested in short sales. However,
no securities will be sold short if, after effect is given to
any such short sale, the total market value of all securities
sold short would exceed 25% of the value of the Fund's net
assets. The Fund may not sell short the securities of any
single issuer listed on a United States national securities
exchange to the extent of more than 5% of the value of the
Fund's net assets. The Fund may not sell short the securities
of any class of an issuer to the extent, at the time of the
transaction, of more than 5% of the outstanding securities of
that class.
In addition to the short sales discussed above, the
Fund may make short sales "against the box," a transaction in
which the Fund enters into a short sale of a security which the
Fund owns. The proceeds of the short sale will be held by a
broker until the settlement date at which time the Fund delivers
the security to close the short position. The Fund receives the
net proceeds from the short sale. The Fund at no time will have
more than 15% of the value of its net assets in deposits on
short sales against the box. It currently is anticipated that
the Fund will make short sales against the box for purposes of
protecting the value of the Fund's net assets.
Call and Put Options on Specific Securities--The Fund may invest
up to 5% of its assets, represented by the premium paid, in the
purchase of call and put options in respect of specific
securities (or groups or "baskets" of specific securities) in
which the Fund may invest. The Fund may write covered call and
put option contracts to the extent of 20% of the value of its
net assets at the time such option contracts are written. A
call option gives the purchaser of the option the right to buy,
and obligates the writer to sell, the underlying security or
securities at the exercise price at any time during the option
period. Conversely, a put option gives the purchaser of the
option the right to sell, and obligates the writer to buy, the
underlying security or securities at the exercise price at any
time during the option period. A covered call option sold by
the Fund, which is a call option with respect to which the Fund
owns the underlying security or securities, exposes the Fund
during the term of the option to possible loss of opportunity to
realize appreciation in the market price of the underlying
security or securities or to possible continued holding of a
security or securities which might otherwise have been sold to
protect against depreciation in the market price thereof. A
covered put option sold by the Fund exposes the Fund during the
term of the option to a decline in price of the underlying
security or securities. A put option sold by the Fund is
covered when, among other things, cash or liquid securities are
placed in a segregated account with the Fund's custodian to
fulfill the obligation undertaken.
To close out a position when writing covered options,
the Fund may make a "closing purchase transaction," which
involves purchasing an option on the same security or securities
with the same exercise price and expiration date as the option
which it has previously written. To close out a position as a
purchaser of an option, the Fund may make a "closing sale
transaction," which involves liquidating the Fund's position by
selling the option previously purchased. The Fund will realize
a profit or loss from a closing purchase or sale transaction
depending upon the difference between the amount paid to
purchase an option and the amount received from the sale
thereof.
The Fund intends to treat options in respect of
specific securities that are not traded on a national securities
exchange and the securities underlying covered call options
written by the Fund as illiquid securities. See "Certain
Portfolio Securities--Illiquid Securities" above.
The Fund will purchase options only to the extent
permitted by the policies of state securities authorities in
states where shares of the Fund are qualified for offer and
sale.
OPTIONS ON INTEREST RATE SWAPS--The Fund may purchase cash-
settled options on interest rate swaps in pursuit of its
investment objectives. Interest rate swaps involve the exchange
by the Fund with another party of their respective commitments
to pay or receive interest (for example, an exchange of
floating-rate payments for fixed-rate payments) denominated in
U.S. dollars. A cash-settled option on a swap gives the
purchaser the right, but not the obligation, in return for the
premium paid, to receive an amount of cash equal to the value of
the underlying swap as of the exercise date. These options
typically are purchased in privately negotiated transactions
from financial institutions, including securities brokerage
firms.
FUTURES TRANSACTIONS--IN GENERAL--The Fund will not be a
commodity pool. However, as a substitute for a comparable
market position in the underlying securities and for hedging
purposes, the Fund may engage in futures and options on futures
transactions, as described below.
The Fund may trade futures contracts and options on
futures contracts in U.S. domestic markets, such as the Chicago
Board of Trade and the International Monetary Market of the
Chicago Mercantile Exchange, or, to the extent permitted under
applicable law, on exchanges located outside the United States,
such as the London International Financial Futures Exchange and
the Sydney Futures Exchange Limited. Foreign markets may offer
advantages such as trading in commodities that are not currently
traded in the United States or arbitrage possibilities not
available in the United States. Foreign markets, however, may
have greater risk potential than domestic markets. See "Risk
Factors--Foreign Commodity Transactions" below.
The Fund's commodities transactions must constitute
bona fide hedging or other permissible transactions pursuant to
regulations promulgated by the Commodity Futures Trading
Commission (the "CFTC"). In addition, the Fund may not engage
in such transactions if the sum of the amount of initial margin
deposits and premiums paid for unexpired commodity options,
other than for bona fide hedging transactions, would exceed 5%
of the liquidation value of the Fund's assets, after taking into
account unrealized profits and unrealized losses on such
contracts it has entered into; provided, however, that in the
case of an option that is in-the-money at the time of purchase,
the in-the-money amount may be excluded in calculating the 5%.
Pursuant to regulations and/or published positions of the
Securities and Exchange Commission, the Fund may be required to
segregate cash or high quality money market instruments in
connection with its commodities transactions in an amount
generally equal to the value of the underlying commodity.
Initially, when purchasing or selling futures
contracts the Fund will be required to deposit with its
custodian in the broker's name an amount of cash or cash
equivalents up to approximately 10% of the contract amount.
This amount is subject to change by the exchange or board of
trade on which the contract is traded and members of such
exchange or board of trade may impose their own higher
requirements. This amount is known as "initial margin" and is
in the nature of a performance bond or good faith deposit on the
contract which is returned to the Fund upon termination of the
futures position, assuming all contractual obligations have been
satisfied. Subsequent payments, known as "variation margin," to
and from the broker will be made daily as the price of the index
or securities underlying the futures contract fluctuates, making
the long and short positions in the futures contract more or
less valuable, a process known as "marking-to-market." At any
time prior to the expiration of a futures contract, the Fund may
elect to close the position by taking an opposite position, at
the then prevailing price, which will operate to terminate the
Fund's existing position in the contract.
Although the Fund intends to purchase or sell futures
contracts only if there is an active market for such contracts,
no assurance can be given that a liquid market will exist for
any particular contract at any particular time. Many futures
exchanges and boards of trade limit the amount of fluctuation
permitted in futures contract prices during a single trading
day. Once the daily limit has been reached in a particular
contract, no trades may be made that day at a price beyond that
limit or trading may be suspended for specified periods during
the trading day. Futures contract prices could move to the
limit for several consecutive trading days with little or no
trading, thereby preventing prompt liquidation of futures
positions and potentially subjecting the Fund to substantial
losses. If it is not possible, or the Fund determines not, to
close a futures position in anticipation of adverse price
movements, the Fund will be required to make daily cash payments
of variation margin. In such circumstances, an increase in the
value of the portion of the portfolio being hedged, if any, may
offset partially or completely losses on the futures contract.
However, no assurance can be given that the price of the
securities being hedged will correlate with the price movements
in a futures contract and thus provide an offset to losses on
the futures contract.
In addition, to the extent the Fund is engaging in a
futures transaction as a hedging device, due to the risk of an
imperfect correlation between securities in the Fund's portfolio
that are the subject of a hedging transaction and the futures
contract used as a hedging device, it is possible that the hedge
will not be fully effective in that, for example, losses on the
portfolio securities may be in excess of gains on the futures
contract or losses on the futures contract may be in excess of
gains on the portfolio securities that were the subject of the
hedge. In futures contracts based on indexes, the risk of
imperfect correlation increases as the composition of the Fund's
portfolio varies from the composition of the index. In an
effort to compensate for the imperfect correlation of movements
in the price of the securities being hedged and movements in the
price of futures contracts, the Fund may buy or sell futures
contracts in a greater or lesser dollar amount than the dollar
amount of the securities being hedged if the historical
volatility of the futures contract has been less or greater than
that of the securities. Such "over hedging" or "under hedging"
may adversely affect the Fund's net investment results if market
movements are not as anticipated when the hedge is established.
Successful use of futures by the Fund also is subject
to the Advisers' ability to predict correctly movements in the
direction of the market or interest rates. For example, if the
Fund has hedged against the possibility of a decline in the
market adversely affecting the value of securities held in its
portfolio and prices increase instead, the Fund will lose part
or all of the benefit of the increased value of securities which
it has hedged because it will have offsetting losses in its
futures positions. In addition, in such situations, if the Fund
has insufficient cash, it may have to sell securities to meet
daily variation margin requirements. Such sales of securities
may, but will not necessarily, be at increased prices which
reflect the rising market. The Fund may have to sell securities
at a time when it may be disadvantageous to do so.
An option on a futures contract gives the purchaser
the right, in return for the premium paid, to assume a position
in a futures contract (a long position if the option is a call
and a short position if the option is a put) at a specified
exercise price at any time during the option exercise period.
The writer of the option is required upon exercise to assume an
offsetting futures position (a short position if the option is a
call and a long position if the option is a put). Upon exercise
of the option, the assumption of offsetting futures positions by
the writer and holder of the option will be accompanied by
delivery of the accumulated cash balance in the writer's futures
margin account which represents the amount by which the market
price of the futures contract, at exercise, exceeds, in the case
of a call, or is less than, in the case of a put, the exercise
price of the option on the futures contract.
Call options sold by the Fund with respect to futures
contracts will be covered by, among other things, entering into
a long position in the same contract at a price no higher than
the strike price of the call option, or by ownership of the
instruments underlying, or instruments the prices of which are
expected to move relatively consistently with the instruments
underlying, the futures contract. Put options sold by the Fund
with respect to futures contracts will be covered in the same
manner as put options on specific securities as described above.
INTEREST RATE FUTURES CONTRACTS AND OPTIONS ON INTEREST RATE
FUTURES CONTRACTS--The Fund may invest in interest rate futures
contracts and options on interest rate futures contracts as a
substitute for a comparable market position and to hedge against
adverse movements in interest rates.
To the extent the Fund has invested in interest rate
futures contracts or options on interest rate futures contracts
as a substitute for a comparable market position, the Fund will
be subject to the investment risks of having purchased the
securities underlying the contract.
The Fund may purchase call options on interest rate
futures contracts to hedge against a decline in interest rates
and may purchase put options on interest rate futures contracts
to hedge its portfolio securities against the risk of rising
interest rates.
The Fund may sell call options on interest rate
futures contracts to partially hedge against declining prices of
its portfolio securities. If the futures price at expiration of
the option is below the exercise price, the Fund will retain the
full amount of the option premium which provides a partial hedge
against any decline that may have occurred in the Fund's
portfolio holdings. The Fund may sell put options on interest
rate futures contracts to hedge against increasing prices of the
securities which are deliverable upon exercise of the futures
contracts. If the futures price at expiration of the option is
higher than the exercise price, the Fund will retain the full
amount of the option premium which provides a partial hedge
against any increase in the price of securities which the Fund
intends to purchase. If a put or call option sold by the Fund
is exercised, the Fund will incur a loss which will be reduced
by the amount of the premium it receives. Depending on the
degree of correlation between changes in the value of its
portfolio securities and changes in the value of its futures
positions, the Fund's losses from existing options on futures
may to some extent be reduced or increased by changes in the
value of its portfolio securities.
The Fund also may sell options on interest rate
futures contracts as part of closing purchase transactions to
terminate its options positions. No assurance can be given that
such closing transactions can be effected or that there will be
correlation between price movements in the options on interest
rate futures and price movements in the Fund's portfolio
securities which are the subject of the hedge. In addition, the
Fund's purchase of such options will be based upon predictions
as to anticipated interest rate trends, which could prove to be
inaccurate.
CURRENCY FUTURES AND OPTIONS ON CURRENCY FUTURES--The Fund may
purchase and sell currency futures contracts and options
thereon. See "Call and Put Options on Specific Securities"
above. By selling foreign currency futures, the Fund can
establish the number of U.S. dollars it will receive in the
delivery month for a certain amount of a foreign currency. In
this way, if the Fund anticipates a decline of a foreign
currency against the U.S. dollar, the Fund can attempt to fix
the U.S. dollar value of some or all of its securities that are
denominated in that currency. By purchasing foreign currency
futures, the Fund can establish the number of U.S. dollars it
will be required to pay for a specified amount of a foreign
currency in the delivery month. Thus, if the Fund intends to
buy securities in the future and expects the U.S. dollar to
decline against the relevant foreign currency during the period
before the purchase is effected, the Fund, for the price of the
currency future, can attempt to fix the price in U.S. dollars of
the securities it intends to acquire.
The purchase of options on currency futures will allow
the Fund, for the price of the premium it must pay for the
option, to decide whether or not to buy (in the case of a call
option) or to sell (in the case of a put option) a futures
contract at a specified price at any time during the period
before the option expires. If the Fund, in purchasing an
option, has been correct in its judgment concerning the
direction in which the price of a foreign currency would move as
against the U.S. dollar, it may exercise the option and thereby
take a futures position to hedge against the risk it had
correctly anticipated or close out the option position at a gain
that will offset, to some extent, currency exchange losses
otherwise suffered by the Fund. If exchange rates move in a way
the Fund did not anticipate, the Fund will have incurred the
expense of the option without obtaining the expected benefit.
As a result, the Fund's profits on the underlying securities
transactions may be reduced or overall losses incurred.
FUTURE DEVELOPMENTS--The Fund may take advantage of
opportunities
in the area of options and futures contracts and options on
futures contracts and any other derivative investments which are
not presently contemplated for use by the Fund or which are not
currently available but which may be developed, to the extent
such opportunities are both consistent with the Fund's
investment objectives and legally permissible for the Fund.
Before entering into such transactions or making any such
investment, the Fund will provide appropriate disclosure in its
prospectus.
Lending Portfolio Securities--From time to time, the Fund may
lend securities from its portfolio to brokers, dealers and other
financial institutions needing to borrow securities to complete
certain transactions. Such loans may not exceed 33-1/3% of the
value of the Fund's total assets. In connection with such
loans, the Fund will receive collateral consisting of cash, U.S.
Government securities or irrevocable letters of credit which
will be maintained at all times in an amount equal to at least
100% of the current market value of the loaned securities. The
Fund can increase its income through the investment of such
collateral. The Fund continues to be entitled to payments in
amounts equal to the interest or other distributions payable on
the loaned security and receives interest on the amount of the
loan. Such loans will be terminable at any time upon specified
notice. The Fund might experience risk of loss if the
institution with which it has engaged in a portfolio loan
transaction breaches its agreement with the Fund.
Forward Commitments--The Fund may purchase securities on a when-
issued or forward commitment basis, which means that the price
is fixed at the time of commitment, but delivery and payment
ordinarily take place a number of days after the date of the
commitment to purchase. The Fund will make commitments to
purchase such securities only with the intention of actually
acquiring the securities, but the Fund may sell these securities
before the settlement date if it is deemed advisable. The Fund
will not accrue income in respect of a security purchased on a
when-issued or forward commitment basis prior to its stated
delivery date.
Securities purchased on a when-issued or forward
commitment basis and certain other debt securities held by the
Fund are subject to changes in value (both generally changing in
the same way, i.e., appreciating when interest rates decline and
depreciating when interest rates rise) based upon the public's
perception of the creditworthiness of the issuer and changes,
real or anticipated, in the level of interest rates. Securities
purchased on a when-issued or forward commitment basis may
expose the Fund to risk because they may experience such
fluctuations prior to their actual delivery. Purchasing debt
securities on a when-issued or forward commitment basis can
involve the additional risk that the yield available in the
market when the delivery takes place actually may be higher than
that obtained in the transaction itself. A segregated account
of the Fund consisting of cash, cash equivalents or U.S.
Government securities or other high quality liquid debt
securities at least equal at all times to the amount of the
when-issued or forward commitments will be established and
maintained at the Fund's custodian bank. Purchasing debt
securities on a when-issued or forward commitment basis when the
Fund is fully or almost fully invested may result in greater
potential fluctuation in the value of the Fund's net assets and
its net asset value per share.
CERTAIN FUNDAMENTAL POLICIES
The Fund may (i) borrow money to the extent permitted
under the Investment Company Act of 1940; and (ii) invest up to
25% of its total assets in the securities of issuers in a single
industry, provided that there is no such limitation on
investments in securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities. This paragraph
describes fundamental policies of the Fund that cannot be
changed without approval by the holders of a majority (as
defined in the Investment Company Act of 1940) of the
outstanding voting shares of the Fund. See "Investment
Objectives and Management Policies--Investment Restrictions" in
the Fund's Statement of Additional Information.
CERTAIN ADDITIONAL NON-FUNDAMENTAL POLICIES
The Fund may (i) pledge, hypothecate, mortgage or
otherwise encumber its assets, but only to secure permitted
borrowings; (ii) invest up to 15% of the value of its net assets
in repurchase agreements providing for settlement in more than
seven days after notice and in other illiquid securities; and
(iii) purchase securities of other investment companies to the
extent permitted under the Investment Company Act of 1940. See
"Investment Objectives and Management Policies--Investment
Restrictions" in the Fund's Statement of Additional Information.
RISK FACTORS
INVESTING IN SOVEREIGN DEBT OBLIGATIONS AND EMERGING MARKET
COUNTRIES--No established secondary markets may exist for many
of the Sovereign Debt Obligations in which the Fund will invest.
Reduced secondary market liquidity may have an adverse effect on
the market price and the Fund's ability to dispose of particular
instruments when necessary to meet its liquidity requirements or
in response to specific economic events such as a deterioration
in the creditworthiness of the issuer. Reduced secondary market
liquidity for certain Sovereign Debt Obligations also may make
it more difficult for the Fund to obtain accurate market
quotations for purposes of valuing its portfolio. Market
quotations are generally available on many Sovereign Debt
Obligations only from a limited number of dealers and may not
necessarily represent firm bids of those dealers or prices for
actual sales.
By investing in Sovereign Debt Obligations, the Fund
will be exposed to the direct or indirect consequences of
political, social and economic changes in various countries.
Political changes in a country may affect the willingness of a
foreign government to make or provide for timely payments of its
obligations. The country's economic status, as reflected, among
other things, in its inflation rate, the amount of its external
debt and its gross domestic product, will also affect the
government's ability to honor its obligations.
Many countries providing investment opportunities for
the Fund have experienced substantial, and in some periods
extremely high, rates of inflation for many years. Inflation
and rapid fluctuations in inflation rates have had and may
continue to have adverse effects on the economies and securities
markets of certain of these countries. In an attempt to control
inflation, wage and price controls have been imposed in certain
countries.
Investing in Sovereign Debt Obligations involves
economic and political risks. The Sovereign Debt Obligations in
which the Fund will invest in most cases pertain to countries
that are among the world's largest debtors to commercial banks,
foreign governments, international financial organizations and
other financial institutions. In recent years, the governments
of some of these countries have encountered difficulties in
servicing their external debt obligations, which led to defaults
on certain obligations and the restructuring of certain
indebtedness. Restructuring arrangements have included, among
other things, reducing and rescheduling interest and principal
payments by negotiating new or amended credit agreements or
converting outstanding principal and unpaid interest to Brady
Bonds, and obtaining new credit to finance interest payments.
Certain governments have not been able to make payments of
interest on or principal of Sovereign Debt Obligations as those
payments have come due. Obligations arising from past
restructuring agreements may affect the economic performance and
political and social stability of those issuers.
Central banks and other governmental authorities which
control the servicing of Sovereign Debt Obligations may not be
willing or able to permit the payment of the principal or
interest when due in accordance with the terms of the
obligations. As a result, the issuers of Sovereign Debt
Obligations may default on their obligations. Defaults on
certain Sovereign Debt Obligations have occurred in the past.
Holders of certain Sovereign Debt Obligations may be requested
to participate in the restructuring and rescheduling of these
obligations and to extend further loans to the issuers. The
interests of holders of Sovereign Debt Obligations could be
adversely affected in the course of restructuring arrangements
or by certain other factors referred to below. Furthermore,
some of the participants in the secondary market for Sovereign
Debt Obligations also may be directly involved in negotiating
the terms of these arrangements and, therefore, may have access
to information not available to other market participants.
The Fund is permitted to invest in Sovereign Debt
Obligations that are not current in the payment of interest or
principal or are in default, so long as the Advisers believe it
to be consistent with the Fund's investment objectives. The
Fund may have limited legal recourse in the event of a default
with respect to certain Sovereign Debt Obligations it holds.
Bankruptcy, moratorium and other similar laws applicable to
issuers of Sovereign Debt Obligations may be substantially
different from those applicable to issuers of private debt
obligations. The political context, expressed as the
willingness of an issuer of Sovereign Debt Obligations to meet
the terms of the debt obligation, for example, is of
considerable importance. In addition, no assurance can be given
that the holders of commercial bank debt will not contest
payments to the holders of securities issued by foreign
governments in the event of default under commercial bank loan
agreements.
Investing in Other Foreign Securities--Foreign securities
markets generally are not as developed or efficient as those in
the United States. Securities of some foreign issuers are less
liquid and more volatile than securities of comparable U.S.
issuers. Similarly, volume and liquidity in most foreign
securities markets are less than in the United States and, at
times, volatility of price can be greater than in the United
States. The issuers of some of these securities, such as
foreign bank obligations, may be subject to less stringent or
different regulations than are U.S. issuers. In addition, there
may be less publicly available information about a non-U.S.
issuer, and non-U.S. issuers generally are not subject to
uniform accounting and financial reporting standards, practices
and requirements comparable to those applicable to U.S. issuers.
Because evidences of ownership of such securities
usually are held outside the United States, the Fund will be
subject to additional risks which include possible adverse
political and economic developments, possible seizure or
nationalization of foreign deposits and possible adoption of
governmental restrictions that might adversely affect the
payment of principal and interest on the foreign securities or
might restrict the payment of principal and interest to
investors located outside the country of the issuer, whether
from currency blockage or otherwise. Custodial expenses for a
portfolio of non-U.S. securities generally are higher than for a
portfolio of U.S. securities.
Since foreign securities often are purchased with and
payable in currencies of foreign countries, the value of these
assets as measured in U.S. dollars may be affected favorably or
unfavorably by changes in currency rates and exchange control
regulations. Some currency exchange costs may be incurred when
the Fund changes investments from one country to another.
Furthermore, some of these securities may be subject
to brokerage taxes levied by foreign governments, which have the
effect of increasing the cost of such investment and reducing
the realized gain or increasing the realized loss on such
securities at the time of sale. Income received by the Fund
from sources within foreign countries may be reduced by
withholding and other taxes imposed by such countries. Tax
conventions between certain countries and the United States,
however, may reduce or eliminate such taxes. All such taxes
paid by the Fund will reduce its net income available for
distribution to investors.
Foreign Currency Exchange--Currency exchange rates may fluctuate
significantly over short periods of time. They generally are
determined by the forces of supply and demand in the foreign
exchange markets and the relative merits of investments in
different countries, actual or perceived changes in interest
rates and other complex factors, as seen from an international
perspective. Currency exchange rates also can be affected
unpredictably by intervention by U.S. or foreign governments or
central banks, or the failure to intervene, or by currency
controls or political developments in the United States or
abroad.
The foreign currency market offers less protection
against defaults in the forward trading of currencies than is
available when trading in currencies occurs on an exchange.
Since a forward currency contract is not guaranteed by an
exchange or clearinghouse, a default on the contract would
deprive the Fund of unrealized profits or force the Fund to
cover its commitments for purchase or resale, if any, at the
current market price.
Foreign Commodity Transactions--Unlike trading on domestic
commodity exchanges, trading on foreign commodity exchanges is
not regulated by the CFTC and may be subject to greater risks
than trading on domestic exchanges. For example, some foreign
exchanges are principal markets so that no common clearing
facility exists and a trader may look only to the broker for
performance of the contract. In addition, unless the Fund
hedges against fluctuations in the exchange rate between the
U.S. dollar and the currencies in which trading is done on
foreign exchanges, any profits that the Fund might realize in
trading could be eliminated by adverse changes in the exchange
rate, or the Fund could incur losses as a result of those
changes. Transactions on foreign exchanges may include both
commodities which are traded on domestic exchanges and those
which are not.
LOWER RATED SECURITIES--You should carefully consider the
relative risks of investing in the higher yielding (and,
therefore, higher risk) debt securities in which the Fund may
invest. These are securities such as those rated Ba by Moody's
or BB by S&P, Fitch or Duff or as low as the lowest rating
assigned by Moody's, S&P, Fitch or Duff. They generally are not
meant for short-term investing and may be subject to certain
risks with respect to the issuing entity and to greater market
fluctuations than certain lower yielding, higher rated fixed-
income securities. Securities rated Ba by Moody's are judged to
have speculative elements; their future cannot be considered as
well assured and often the protection of interest and principal
payments may be very moderate. Securities rated BB by S&P,
Fitch or Duff are regarded as having predominantly speculative
characteristics and, while such obligations have less near-term
vulnerability to default than other speculative grade debt, they
face major ongoing uncertainties or exposure to adverse
business, financial or economic conditions which could lead to
inadequate capacity to meet timely interest and principal
payments. Securities rated C by Moody's are regarded as having
extremely poor prospects of ever attaining any real investment
standing. Securities rated D by S&P, Fitch and Duff are in
default and the payment of interest and/or repayment of
principal is in arrears. Such securities, though high yielding,
are characterized by great risk. See "Appendix" in the Fund's
Statement of Additional Information for a general description of
Moody's, S&P, Fitch and Duff securities ratings. Although these
ratings may be an initial criterion for selection of portfolio
investments, the Advisers also will evaluate these securities
and the ability of the issuers of such securities to pay
interest and principal. The Fund's ability to achieve its
investment objectives may be more dependent on the Advisers'
credit analysis than might be the case for a fund that invested
in higher rated securities. See "Certain Portfolio Securities--
Ratings" above.
The market price and yield of securities rated Ba or
lower by Moody's and BB or lower by S&P, Fitch or Duff are more
volatile than those of higher rated securities. Factors
adversely affecting the market price and yield of these
securities will adversely affect the Fund's net asset value. In
addition, the retail secondary market for these securities may
be less liquid than that of higher rated securities; adverse
conditions could make it difficult at times for the Fund to sell
certain securities or could result in lower prices than those
used in calculating the Fund's net asset value.
The market values of certain lower rated debt
securities tend to reflect specific developments with respect to
the issuer to a greater extent than do higher rated securities,
which react primarily to fluctuations in the general level of
interest rates, and tend to be more sensitive to economic
conditions than are higher rated securities. Issuers of such
debt securities often are highly leveraged and may not have
available to them more traditional methods of financing.
Therefore, the risk associated with acquiring the securities of
such issuers generally is greater than is the case with higher
rated securities.
The ratings of the various rating agencies represent
their opinions as to the quality of the obligations which they
undertake to rate. It should be emphasized, however, that
ratings are relative and subjective and, although ratings may be
useful in evaluating the safety of interest and principal
payments, they do not evaluate the market value risk of such
obligations. Therefore, although these ratings may be an
initial criterion for selection of portfolio investments, the
Advisers also will evaluate such obligations and the ability of
their issuers to pay interest and principal. The Fund will rely
on the Advisers' judgment, analysis and experience in evaluating
the creditworthiness of an issuer. In this evaluation, the
Advisers will take into consideration, among other things, the
issuer's financial resources, its sensitivity to economic
conditions and trends, the quality of the issuer's management
and regulatory matters. It also is possible that a rating
agency might not timely change the rating on a particular issue
to reflect subsequent events. Once the rating of a security in
the Fund's portfolio has been changed, the Advisers will
consider all circumstances deemed relevant in determining
whether the Fund should continue to hold the security.
See "Investment Objectives and Management Policies--
Risk Factors--Lower Rated Securities" in the Fund's Statement of
Additional Information.
Discount Obligations--A substantial portion of the Fund's
investments (including most Brady Bonds) may be in (i)
securities which were initially issued at a discount from their
face value (collectively, "Discount Obligations") and (ii)
securities purchased by the Fund at a price less than their
stated face amount or, in the case of Discount Obligations, at a
price less than their issue price plus the portion of "original
issue discount" previously accrued thereon, i.e., purchased at a
"market discount." The amount of original issue discount and/or
market discount on obligations purchased by the Fund may be
significant, and accretion of market discount together with
original issue discount, will cause the Fund to realize income
prior to the receipt of cash payments with respect to these
securities. To maintain its qualification as a regulated
investment company and avoid liability for Federal income taxes,
the Fund may be required to distribute such income accrued with
respect to these securities and may have to dispose of portfolio
securities under disadvantageous circumstances in order to
generate cash to satisfy these distribution requirements. See
"Dividends, Distributions and Taxes."
Other Investment Considerations--The Fund's net asset value is
not fixed and should be expected to fluctuate. You should
purchase Fund shares only as a supplement to an overall
investment program and only if you are willing to undertake the
risks involved.
The use of investment techniques such as leveraging,
short-selling, engaging in financial futures and options
transactions and lending portfolio securities and the purchase
of Sovereign Debt Obligations and certain stripped mortgage-
backed securities involves greater risk than that incurred by
many other funds with similar objectives. Using these
techniques may produce higher than normal portfolio turnover and
may affect the degree to which the Fund's net asset value
fluctuates. Portfolio turnover may vary from year to year, as
well as within a year. Under normal market conditions, the
Fund's portfolio turnover rate generally will not exceed [150]%.
Higher portfolio turnover rates are likely to result in
comparatively greater brokerage commissions or transaction
costs. In addition, short-term gains realized from portfolio
transactions are taxable to shareholders as ordinary income.
See "Portfolio Transactions" in the Statement of Additional
Information.
The Fund's ability to engage in certain short-term
transactions may be limited by the requirement that, to qualify
as a regulated investment company, it must earn less than 30% of
its gross income from the disposition of securities held for
less than three months. This 30% test limits the extent to
which the Fund may sell securities held for less than three
months, effect short sales of securities held for less than
three months, write options expiring in less than three months
and invest in certain futures contracts, among other strategies.
However, portfolio turnover will not otherwise be a limiting
factor in making investment decisions.
Investors should be aware that even though interest-
bearing securities are investments which promise a stable stream
of income, the prices of such securities are inversely affected
by changes in interest rates and, therefore, are subject to the
risk of market price fluctuations. The values of fixed-income
securities also may be affected by changes in the credit rating
or financial condition of the issuing entities.
The Fund's classification as a "non-diversified"
investment company means that the proportion of the Fund's
assets that may be invested in the securities of a single issuer
is not limited by the Investment Company Act of 1940. A
"diversified" investment company is required by the Investment
Company Act of 1940 generally to invest, with respect to 75% of
its total assets, not more than 5% of such assets in the
securities of a single issuer. However, the Fund intends to
conduct its operations so as to qualify as a "regulated
investment company" for purposes of the Internal Revenue Code of
1986, as amended (the "Code"), which requires that, at the end
of each quarter of its taxable year, (i) at least 50% of the
market value of the Fund's total assets be invested in cash,
U.S. Government securities, the securities of other regulated
investment companies and other securities, with such other
securities of any one issuer limited for the purposes of this
calculation to an amount not greater than 5% of the value of the
Fund's total assets, and 10% of the outstanding voting
securities of such issuer, and (ii) not more than 25% of the
value of its total assets be invested in the securities of any
one issuer (other than U.S. Government securities or the
securities of other regulated investment companies). Since a
relatively high percentage of the Fund's assets may be invested
in the securities of a limited number of issuers, some of which
may be within the same industry or economic sector, the Fund's
portfolio securities may be more susceptible to any single
economic, political or regulatory occurrence than the portfolio
securities of a diversified investment company.
Investment decisions for the Fund are made
independently from those of other investment companies or
accounts advised by Dreyfus or M&G. However, if such other
investment companies or accounts are prepared to invest in, or
desire to dispose of, securities of the type in which the Fund
invests at the same time as the Fund, available investments or
opportunities for sales will be allocated equitably to each. In
some cases, this procedure may adversely affect the size of the
position obtained for or disposed of by the Fund or the price
paid or received by the Fund.
MANAGEMENT OF THE FUND
Investment Adviser--Dreyfus, located at 200 Park Avenue, New
York, New York 10166, was formed in 1947 and serves as the
Fund's investment adviser. As of January 31, 1994, Dreyfus
managed or administered approximately $79 billion in assets for
more than 1.9 million investor accounts.
Dreyfus supervises and assists in the overall
management of the Fund's affairs under a Management Agreement
with the Fund, subject to the overall authority of the Fund's
Board of Directors in accordance with Maryland law.
Dreyfus has engaged M&G, located at Three Quays Tower
Hill, London EC3R 6B2, England, to serve as the Fund's sub-
investment adviser. M&G, a registered investment adviser, was
formed in 1961. As of January 31, 1994, M&G managed
approximately $21.9 billion in assets and serves as the
investment adviser of one other investment company.
M&G, subject to the supervision and approval of
Dreyfus, provides investment advisory assistance and the day-to-
day management of the Fund's investments, as well as investment
research and statistical information, under a Sub-Investment
Advisory Agreement with Dreyfus, subject to the overall
authority of the Fund's Board of Directors in accordance with
Maryland law. The Fund's primary investment officer will be
Theodora Zemek. Ms. Zemek has been employed by M&G as Head of
Fixed Income since 1992. Prior thereto, she was employed by
James Capel Fund Managers as a Multicurrency Fixed Income
Manager.
Under the Management Agreement, the Fund has agreed to
pay Dreyfus a monthly fee at the annual rate of .70 of 1% of the
value of the Fund's average daily net assets.
Under the Sub-Investment Advisory Agreement, Dreyfus
has agreed to pay M&G a monthly fee at the annual rate of .28 of
1% of the value of the Fund's average daily net assets.
Expenses--All expenses incurred in the operation of the Fund
will be borne by the Fund, except to the extent specifically
assumed by Dreyfus and/or M&G. The expenses to be borne by the
Fund will include: organizational costs, taxes, interest, loan
commitment fees, interest and distributions paid on securities
sold short, brokerage fees and commissions, if any, fees of
Directors who are not officers, directors, employees or holders
of 5% or more of the outstanding voting securities of Dreyfus or
M&G or their affiliates, Securities and Exchange Commission
fees, state Blue Sky qualification fees, advisory fees, charges
of custodians, transfer and dividend disbursing agents' fees,
certain insurance premiums, industry association fees, outside
auditing and legal expenses, costs of independent pricing
services, costs of maintaining the Fund's existence, costs
attributable to investor services (including, without
limitation, telephone and personnel expenses), costs of
shareholders' reports and meetings, and any extraordinary
expenses. The Fund is subject to an annual distribution fee for
advertising, marketing and distributing its shares and an annual
service fee for ongoing personal services relating to
shareholder accounts and services related to the maintenance of
shareholder accounts. See "Distribution Plan and Shareholder
Services Plan."
From time to time, Dreyfus may waive receipt of its
fee and/or voluntarily assume certain expenses of the Fund,
which would have the effect of lowering the overall expense
ratio of the Fund and increasing yield to investors at the time
such amounts are waived or assumed, as the case may be. The
Fund will not pay Dreyfus at a later time for any amounts it may
waive, nor will the Fund reimburse Dreyfus for any amounts it
may assume.
Dreyfus may pay Dreyfus Service Corporation for
shareholder and distribution services from its own monies,
including past profits but not including the management fee paid
by the Fund. Dreyfus Service Corporation may pay part or all of
these payments to securities dealers or others for servicing and
distribution.
Custodian and Transfer and Dividend Disbursing Agent--The Bank
of New York, 110 Washington Street, New York, New York 10286, is
the Fund's Custodian. The Shareholder Services Group, Inc., a
subsidiary of First Data Corporation, P.O. Box 9671, Providence,
Rhode Island 02940-9671, is the Fund's Transfer and Dividend
Disbursing Agent (the "Transfer Agent").
HOW TO BUY FUND SHARES
The Fund's distributor is Dreyfus Service Corporation,
a wholly-owned subsidiary of Dreyfus located at 200 Park Avenue,
New York, New York 10166. The shares it distributes are not
deposits or obligations of The Dreyfus Security Savings Bank,
F.S.B. and therefore are not insured by the Federal Deposit
Insurance Corporation.
You can purchase Fund shares through Dreyfus Service
Corporation or certain financial institutions, securities
dealers and other industry professionals (collectively, "Service
Agents") that have entered into agreements with Dreyfus Service
Corporation. Stock certificates are issued only upon your
written request. No certificates are issued for fractional
shares. The Fund reserves the right to reject any purchase
order.
Management understands that some Service Agents may
impose certain conditions on their clients which are different
from those described in this Prospectus, and, to the extent
permitted by applicable regulatory authority, may charge their
clients direct fees which would be in addition to any amounts
which might be received under the Distribution Plan or
Shareholder Services Plan. Each Service Agent has agreed to
transmit to its clients a schedule of such fees. You should
consult your Service Agent in this regard.
The minimum initial investment is $2,500, or $1,000 if
you are a client of a Service Agent which has made an aggregate
minimum initial purchase for its customers of $2,500.
Subsequent investments must be at least $100. The initial
investment must be accompanied by the Fund's Account
Application. For full-time or part-time employees of Dreyfus or
any of its affiliates or subsidiaries, directors of Dreyfus,
Board members of a fund advised by Dreyfus, including members of
the Fund's Board, or the spouse or minor child of any of the
foregoing, the minimum initial investment is $1,000. For full-
time or part-time employees of Dreyfus or any of its affiliates
or subsidiaries who elect to have a portion of their pay
directly deposited into their Fund account, the minimum initial
investment is $50. The Fund reserves the right to offer Fund
shares without regard to minimum purchase requirements to
employees participating in certain qualified or non-qualified
employee benefit plans or other programs where contributions or
account information can be transmitted in a manner and form
acceptable to the Fund. The Fund reserves the right to vary
further the initial and subsequent investment minimum
requirements at any time.
You may purchase Fund shares by check or wire, or
through the Dreyfus TeleTransfer Privilege described below.
Checks should be made payable to "The Dreyfus Family of Funds,"
or, if for Dreyfus retirement plan accounts, to "The Dreyfus
Trust Company, Custodian." Payments to open new accounts which
are mailed should be sent to The Dreyfus Family of Funds, P.O.
Box 9387, Providence, Rhode Island 02940-9387, together with
your Account Application. For subsequent investments, your Fund
account number should appear on the check and an investment slip
should be enclosed and sent to The Dreyfus Family of Funds, P.O.
Box 105, Newark, New Jersey 07101-0105. For Dreyfus retirement
plan accounts, both initial and subsequent investments should be
sent to The Dreyfus Trust Company, Custodian, P.O. Box 6427,
Providence, Rhode Island 02940-6427. Neither initial nor
subsequent investments should be made by third party check.
Purchase orders may be delivered in person only to a Dreyfus
Financial Center. These orders will be forwarded to the Fund
and will be processed only upon receipt thereby. For the
location of the nearest Dreyfus Financial Center, please call
one of the telephone numbers listed under "General Information."
Wire payments may be made if your bank account is in a
commercial bank that is a member of the Federal Reserve System
or any other bank having a correspondent bank in New York City.
Immediately available funds may be transmitted by wire to The
Bank of New York, DDA #8900118385/Dreyfus Global Bond Fund,
Inc., for purchase of Fund shares in your name. The wire must
include your Fund account number (for new accounts, please
include your Taxpayer Identification Number ("TIN") instead),
account registration and dealer number, if applicable. If your
initial purchase of Fund shares is by wire, please call 1-800-
645-6561 after completing your wire payment to obtain your Fund
account number. Please include your Fund account number on the
Fund's Account Application and promptly mail the Account
Application to the Fund, as no redemptions will be permitted
until the Account Application is received. You may obtain
further information about remitting funds in this manner from
your bank. All payments should be made in U.S. dollars and, to
avoid fees and delays, should be drawn only on U.S. banks. A
charge will be imposed if any check used for investment in your
account does not clear. The Fund makes available to certain
large institutions the ability to issue purchase instructions
through compatible computer facilities.
Subsequent investments also may be made by electronic
transfer of funds from an account maintained in a bank or other
domestic financial institution that is an Automated Clearing
House member. You must direct the institution to transmit
immediately available funds through the Automated Clearing House
to The Bank of New York with instructions to credit your Fund
account. The instructions must specify your Fund account
registration and your Fund account number preceded by the digits
"1111."
Fund shares are sold on a continuous basis at net
asset value per share next determined after an order in proper
form is received by the Transfer Agent or other agent. Net
asset value per share is determined as of the close of trading
on the floor of the New York Stock Exchange (currently 4:00
p.m., New York time), on each day the New York Stock Exchange is
open for business. For purposes of determining net asset value,
options and futures contracts will be valued 15 minutes after
the close of trading on the floor of the New York Stock
Exchange. Net asset value per share is computed by dividing the
value of the Fund's net assets (i.e., the value of its assets
less liabilities) by the total number of shares outstanding.
The Fund's investments are valued based on market value or,
where market quotations are not readily available, based on fair
value as determined in good faith by the Fund's Board of
Directors. For further information regarding the methods
employed in valuing the Fund's investments, see "Determination
of Net Asset Value" in the Fund's Statement of Additional
Information.
Federal regulations require that you provide a
certified TIN upon opening or reopening an account. See
"Dividends, Distributions and Taxes" and the Fund's Account
Application for further information concerning this requirement.
Failure to furnish a certified TIN to the Fund could subject you
to a $50 penalty imposed by the Internal Revenue Service (the
"IRS").
Dreyfus TeleTransfer Privilege
You may purchase Fund shares (minimum $500, maximum
$150,000 per day) by telephone if you have checked the
appropriate box and supplied the necessary information on the
Fund's Account Application or have filed an Shareholder Services
Form with the Transfer Agent. The proceeds will be transferred
between the bank account designated in one of these documents
and your Fund account. Only a bank account maintained in a
domestic financial institution which is an Automated Clearing
House member may be so designated. The Fund may modify or
terminate this Privilege at any time or charge a service fee
upon notice to shareholders. No such fee currently is
contemplated.
If you have selected the Dreyfus TeleTransfer
Privilege, you may request a Dreyfus TeleTransfer purchase of
Fund shares by telephoning 1-800-221-4060 or, if you are calling
from overseas, call 1-401-455-3306.
SHAREHOLDER SERVICES
The services and privileges described under this
heading may not be available to clients of certain Service
Agents and some Service Agents may impose certain conditions on
their clients which are different from those in this Prospectus.
You should consult your Service Agent in this regard.
EXCHANGE PRIVILEGE
The Exchange Privilege enables you to purchase, in
exchange for shares of the Fund, shares of certain other funds
managed or administered by Dreyfus, to the extent such shares
are offered for sale in your state of residence. These funds
have different investment objectives which may be of interest to
you. If you desire to use this Privilege, you should consult
your Service Agent or Dreyfus Service Corporation to determine
if it is available and whether any conditions are imposed on its
use.
To use this Privilege, you or your Service Agent
acting on your behalf must give exchange instructions to the
Transfer Agent in writing, by wire or by telephone. If you
previously have established the Telephone Exchange Privilege,
you may telephone exchange instructions by calling 1-800-221-
4060 or, if you are calling from overseas, call 1-401-455-3306.
See "How to Redeem Fund Shares--Procedures." Before any
exchange, you must obtain and should review a copy of the
current prospectus of the fund into which the exchange is being
made. Prospectuses may be obtained from Dreyfus Service
Corporation. Except in the case of Personal Retirement Plans,
the shares being exchanged must have a current value of at least
$500; furthermore, when establishing a new account by exchange,
the shares being exchanged must have a value of at least the
minimum initial investment required for the fund into which the
exchange is being made. Telephone exchanges may be made only if
the appropriate "YES" box has been checked on the Account
Application, or a separate signed Shareholder Services Form is
on file with the Transfer Agent. Upon an exchange into a new
account, the following shareholder services and privileges, as
applicable and where available, will be automatically carried
over to the fund into which the exchange is made: Exchange
Privilege, Wire Redemption Privilege, Telephone Redemption
Privilege, Dreyfus TeleTransfer Privilege and the
dividend/capital gain distribution option (except for the
Dreyfus Dividend Sweep Privilege) selected by the investor.
Shares will be exchanged at the next determined net
asset value; however, a sales load may be charged with respect
to exchanges into funds sold with a sales load. If you are
exchanging into a fund that charges a sales load, you may
qualify for share prices which do not include the sales load or
which reflect a reduced sales load, if the shares of the fund
from which you are exchanging were: (a) purchased with a sales
load, (b) acquired by a previous exchange from shares purchased
with a sales load, or (c) acquired through reinvestment of
dividends or distributions paid with respect to the foregoing
categories of shares. To qualify, at the time of your exchange
you must notify the Transfer Agent or your Service Agent must
notify Dreyfus Service Corporation. Any such qualification is
subject to confirmation of your holdings through a check of
appropriate records. See "Shareholder Services" in the
Statement of Additional Information. No fees currently are
charged shareholders directly in connection with exchanges,
although the Fund reserves the right, upon not less than 60
days' written notice, to charge shareholders a nominal fee in
accordance with rules promulgated by the Securities and Exchange
Commission. The Fund reserves the right to reject any exchange
request in whole or in part. The Exchange Privilege may be
modified or terminated at any time upon notice to shareholders.
The exchange of shares of one fund for shares of
another is treated for Federal income tax purposes as a sale of
the shares given in exchange by the shareholder and, therefore,
an exchanging shareholder may realize a taxable gain or loss.
DREYFUS AUTO-EXCHANGE PRIVILEGE
Dreyfus Auto-Exchange Privilege enables you to invest
regularly (on a semi-monthly, monthly, quarterly or annual
basis), in exchange for shares of the Fund, in shares of other
funds in the Dreyfus Family of Funds of which you are currently
an investor. The amount you designate, which can be expressed
either in terms of a specific dollar or share amount ($100
minimum), will be exchanged automatically on the first and/or
fifteenth day of the month according to the schedule you have
selected. Shares will be exchanged at the then-current net
asset value; however, a sales load may be charged with respect
to exchanges into funds sold with a sales load. See
"Shareholder Services" in the Statement of Additional
Information. The right to exercise this Privilege may be
modified or canceled by the Fund or the Transfer Agent. You may
modify or cancel your exercise of this Privilege at any time by
mailing written notification to The Dreyfus Family of Funds,
P.O. Box 9671, Providence, Rhode Island 02940-9671. The Fund
may charge a service fee for the use of this Privilege. No such
fee currently is contemplated. The exchange of shares of one
fund for shares of another is treated for Federal income tax
purposes as a sale of the shares given in exchange by the
shareholder and, therefore, an exchanging shareholder may
realize a taxable gain or loss. For more information concerning
this Privilege and the funds in the Dreyfus Family of Funds
eligible to participate in this Privilege, or to obtain a
Dreyfus Auto-Exchange Authorization Form, please call toll free
1-800-645-6561.
DREYFUS-AUTOMATIC ASSET BUILDER
Dreyfus-Automatic Asset Builder permits you to
purchase Fund shares (minimum of $100 and maximum of $150,000
per transaction) at regular intervals selected by you. Fund
shares are purchased by transferring funds from the bank account
designated by you. At your option, the bank account designated
by you will be debited in the specified amount, and Fund shares
will be purchased, once a month, on either the first or
fifteenth day, or twice a month, on both days. Only an account
maintained at a domestic financial institution which is an
Automated Clearing House member may be so designated. To
establish a Dreyfus-Automatic Asset Builder account, you must
file an authorization form with the Transfer Agent. You may
obtain the necessary authorization form from Dreyfus Service
Corporation. You may cancel your participation in this
Privilege or change the amount of purchase at any time by
mailing written notification to The Dreyfus Family of Funds,
P.O. Box 9671, Providence, Rhode Island 02940-9671, or, if for
Dreyfus retirement plan accounts, to The Dreyfus Trust Company,
Custodian, P.O. Box 6427, Providence, Rhode Island 02940-6427,
and the notification will be effective three business days
following receipt. The Fund may modify or terminate this
Privilege at any time or charge a service fee. No such fee
currently is contemplated.
DREYFUS GOVERNMENT DIRECT DEPOSIT PRIVILEGE
Dreyfus Government Direct Deposit Privilege enables
you to purchase Fund shares (minimum of $100 and maximum of
$50,000 per transaction) by having Federal salary, Social
Security, or certain veterans', military or other payments from
the Federal government automatically deposited into your Fund
account. You may deposit as much of such payments as you elect.
To enroll in Dreyfus Government Direct Deposit, you must file
with the Transfer Agent a completed Direct Deposit Sign-Up Form
for each type of payment that you desire to include in the
Privilege. The appropriate form may be obtained from Dreyfus
Service Corporation. Death or legal incapacity will terminate
your participation in this Privilege. You may elect at any time
to terminate your participation by notifying in writing the
appropriate Federal agency. Further, the Fund may terminate
your participation upon 30 days' notice to you.
DREYFUS DIVIDEND SWEEP PRIVILEGE
Dreyfus Dividend Sweep Privilege enables you to invest
automatically dividends or dividends and capital gain
distributions, if any, paid by the Fund in shares of another
fund in the Dreyfus Family of Funds of which you are a
shareholder. Shares of the other fund will be purchased at the
then-current net asset value; however, a sales load may be
charged with respect to investments in shares of a fund sold
with a sales load. If you are investing in a fund that charges
a sales load, you may qualify for share prices which do not
include the sales load or which reflect a reduced sales load.
If you are investing in a fund that charges a contingent
deferred sales charge, the shares purchased will be subject on
redemption to the contingent deferred sales charge, if any,
applicable to the purchased shares. See "Shareholder Services"
in the Statement of Additional Information. For more
information concerning this Privilege and the funds in the
Dreyfus Family of Funds eligible to participate in this
Privilege, or to request a Dividend Options Form, please call
toll free 1-800-645-6561. You may cancel this Privilege by
mailing written notification to The Dreyfus Family of Funds,
P.O. Box 9671, Providence, Rhode Island 02940-9671. To select a
new fund after cancellation, you must submit a new authorization
form. Enrollment in or cancellation of this Privilege is
effective three business days following receipt. This Privilege
is available only for existing accounts and may not be used to
open new accounts. Minimum subsequent investments do not apply.
The Fund may modify or terminate this Privilege at any time or
charge a service fee. No such fee currently is contemplated.
Shares held under Keogh Plans or IRAs are not eligible for this
Privilege.
DREYFUS PAYROLL SAVINGS PLAN
Dreyfus Payroll Savings Plan permits you to purchase
Fund shares (minimum of $100 per transaction) automatically on a
regular basis. Depending upon your employer's direct deposit
program, you may have part or all of your paycheck transferred
to your existing Dreyfus account electronically through the
Automated Clearing House system at each pay period. To
establish a Dreyfus Payroll Savings Plan account, you must file
an authorization form with your employer's payroll department.
Your employer must complete the reverse side of the form and
return it to The Dreyfus Family of Funds, P.O. Box 9671,
Providence, Rhode Island 02940-9671. You may obtain the
necessary authorization form from Dreyfus Service Corporation.
You may change the amount of purchase or cancel the
authorization only by written notification to your employer. It
is the sole responsibility of your employer, not Dreyfus Service
Corporation, Dreyfus, the Fund, the Transfer Agent or any other
person, to arrange for transactions under the Dreyfus Payroll
Savings Plan. The Fund may modify or terminate this Privilege
at any time or charge a service fee. No such fee currently is
contemplated.
AUTOMATIC WITHDRAWAL PLAN
The Automatic Withdrawal Plan permits you to request
withdrawal of a specified dollar amount (minimum of $50) on
either a monthly or quarterly basis if you have a $5,000 minimum
account. An application for the Automatic Withdrawal Plan can
be obtained from Dreyfus Service Corporation. There is a
service charge of 50 cents for each withdrawal check. The
Automatic
Withdrawal Plan may be ended at any time by you, the Fund or the
Transfer Agent. Shares for which certificates have been issued
may not be redeemed through the Automatic Withdrawal Plan.
RETIREMENT PLANS
The Fund offers a variety of pension and profit-
sharing plans, including Keogh Plans, IRAs, SEP-IRAs and IRA
"Rollover Accounts," 401(k) Salary Reduction Plans and 403(b)(7)
Plans. Plan support services also are available. For details,
please contact Dreyfus Group Retirement Plans, a division of
Dreyfus Service Corporation, by calling toll free 1-800-358-
5566.
HOW TO REDEEM FUND SHARES
GENERAL
You may request redemption of your shares at any time.
Redemption requests should be transmitted to the Transfer Agent
as described below. When a request is received in proper form,
the Fund will redeem the shares at the next determined net asset
value.
The Fund imposes no charges when shares are redeemed
directly through Dreyfus Service Corporation. Service Agents
may charge a nominal fee for effecting redemptions of Fund
shares. Any certificates representing Fund shares being
redeemed must be submitted with the redemption request. The
value of the shares redeemed may be more or less than their
original cost, depending upon the Fund's then-current net asset
value.
The Fund ordinarily will make payment for all shares
redeemed within seven days after receipt by the Transfer Agent
of a redemption request in proper form, except as provided by
the rules of the Securities and Exchange Commission. HOWEVER,
IF YOU HAVE PURCHASED FUND SHARES BY CHECK, BY DREYFUS
TELETRANSFER PRIVILEGE OR THROUGH DREYFUS-AUTOMATIC ASSET
BUILDER AND SUBSEQUENTLY SUBMIT A WRITTEN REDEMPTION REQUEST TO
THE TRANSFER AGENT, THE REDEMPTION PROCEEDS WILL BE TRANSMITTED
TO YOU PROMPTLY UPON BANK CLEARANCE OF YOUR PURCHASE CHECK,
DREYFUS TELETRANSFER PURCHASE OR DREYFUS-AUTOMATIC ASSET BUILDER
ORDER, WHICH MAY TAKE UP TO EIGHT BUSINESS DAYS OR MORE. IN
ADDITION, THE FUND WILL REJECT REQUESTS TO REDEEM SHARES BY WIRE
OR TELEPHONE OR PURSUANT TO THE DREYFUS TELETRANSFER PRIVILEGE
FOR A PERIOD OF EIGHT BUSINESS DAYS AFTER RECEIPT BY THE
TRANSFER AGENT OF THE PURCHASE CHECK, THE DREYFUS TELETRANSFER
PURCHASE OR THE DREYFUS-AUTOMATIC ASSET BUILDER ORDER AGAINST
WHICH SUCH REDEMPTION IS REQUESTED. THESE PROCEDURES WILL NOT
APPLY IF YOUR SHARES WERE PURCHASED BY WIRE PAYMENT, OR IF YOU
OTHERWISE HAVE A SUFFICIENT COLLECTED BALANCE IN YOUR ACCOUNT TO
COVER THE REDEMPTION REQUEST. PRIOR TO THE TIME ANY REDEMPTION
IS EFFECTIVE, DIVIDENDS ON SUCH SHARES WILL ACCRUE AND BE
PAYABLE, AND YOU WILL BE ENTITLED TO EXERCISE ALL OTHER RIGHTS
OF BENEFICIAL OWNERSHIP. Fund shares will not be redeemed until
the Transfer Agent has received your Account Application.
The Fund reserves the right to redeem your account at
its option upon not less than 45 days' written notice if your
account's net asset value is $500 or less and remains so during
the notice period.
PROCEDURES
You may redeem shares by using the regular redemption
procedure through the Transfer Agent, through the Wire
Redemption Privilege, through the Telephone Redemption
Privilege, or through the Dreyfus TeleTransfer Privilege. Other
redemption procedures may be in effect for investors who effect
transactions in Fund shares through Service Agents. The Fund
makes available to certain large institutions the ability to
issue redemption instructions through compatible computer
facilities.
You may redeem or exchange Fund shares by telephone if
you have checked the appropriate box on the Fund's Account
Application or have filed an Shareholder Services Form with the
Transfer Agent. If you select a telephone redemption or
exchange privilege, you authorize the Transfer Agent to act on
telephone instructions from any person representing himself or
herself to be you or a representative of your Service Agent, and
reasonably believed by the Transfer Agent to be genuine. The
Fund will require the Transfer Agent to employ reasonable
procedures, such as requiring a form of personal identification,
to confirm that instructions are genuine and, if it does not
follow such procedures, the Fund or the Transfer Agent may be
liable for any losses due to unauthorized or fraudulent
instructions. Neither the Fund nor the Transfer Agent will be
liable for following telephone instructions reasonably believed
to be genuine.
During times of drastic economic or market conditions,
you may experience difficulty in contacting the Transfer Agent
by telephone to request a redemption or exchange of Fund shares.
In such cases, you should consider using the other redemption
procedures described herein. Use of these other redemption pro-
cedures may result in your redemption request being processed at
a later time than it would have been if telephone redemption had
been used. During the delay, the Fund's net asset value may
fluctuate.
Regular Redemption--Under the regular redemption procedure, you
may redeem Fund shares by written request mailed to The Dreyfus
Family of Funds, P.O. Box 9671, Providence, Rhode Island 02940-
9671. Redemption requests may be delivered in person only to a
Dreyfus Financial Center. THESE REQUESTS WILL BE FORWARDED TO
THE FUND AND WILL BE PROCESSED ONLY UPON RECEIPT THEREBY. For
the location of the nearest Dreyfus Financial Center, please
call one of the telephone numbers listed under "General
Information." Redemption requests must be signed by each
shareholder, including each owner of a joint account, and each
signature must be guaranteed. The Transfer Agent has adopted
standards and procedures pursuant to which signature-guarantees
in proper form generally will be accepted from domestic banks,
brokers, dealers, credit unions, national securities exchanges,
registered securities associations, clearing agencies and
savings associations, as well as from participants in the New
York Stock Exchange Medallion Signature Program, the Securities
Transfer Agents Medallion Program ("STAMP") and the Stock
Exchanges Medallion Program. If you have any questions with
respect to signature-guarantees, please call one of the
telephone numbers listed under "General Information."
Redemption proceeds of at least $1,000 will be wired
to any member bank of the Federal Reserve System in accordance
with a written signature-guaranteed request.
Wire Redemption Privilege--You may request by wire or telephone
that redemption proceeds (minimum $1,000) be wired to your
account at a bank which is a member of the Federal Reserve
System, or a correspondent bank if your bank is not a member.
To establish the Wire Redemption Privilege, you must check the
appropriate box and supply the necessary information on the
Fund's Account Application or file an Shareholder Services Form
with the Transfer Agent. You may direct that redemption
proceeds be paid by check (maximum $150,000 per day) made out to
the owners of record and mailed to your address. Redemption
proceeds of less than $1,000 will be paid automatically by
check. Holders of jointly registered Fund or bank accounts may
have redemption proceeds of only up to $250,000 wired within any
30-day period. You may telephone redemption requests by calling
1-800-221-4060 or, if you are calling from overseas, call 1-401-
455-3306. The Fund reserves the right to refuse any redemption
request, including requests made shortly after a change of
address, and may limit the amount involved or the number of such
requests. This Privilege may be modified or terminated at any
time by the Transfer Agent or the Fund. The Fund's Statement of
Additional Information sets forth instructions for transmitting
redemption requests by wire. Shares held under Keogh Plans,
IRAs or other retirement plans, and shares for which
certificates have been issued, are not eligible for this
Privilege.
Telephone Redemption Privilege--You may redeem Fund shares
(maximum $150,000 per day) by telephone if you have checked the
appropriate box on the Fund's Account Application or have filed
an Shareholder Services Form with the Transfer Agent. The
redemption proceeds will be paid by check and mailed to your
address. You may telephone redemption instructions by calling
1-800-221-4060 or, if you are calling from overseas, call
1-401-455-3306. The Fund reserves the right to refuse any
request made by telephone, including requests made shortly after
a change of address, and may limit the amount involved or the
number of telephone redemption requests. This Privilege may be
modified or terminated at any time by the Transfer Agent or the
Fund. Shares held under Keogh Plans, IRAs or other retirement
plans, and shares for which certificates have been issued, are
not eligible for this Privilege.
Dreyfus TeleTransfer Privilege--You may redeem Fund shares
(minimum $500 per day), by telephone if you have checked the
appropriate box and supplied the necessary information on the
Fund's Account Application or have filed an Shareholder Services
Form with the Transfer Agent. The proceeds will be transferred
between your Fund account and the bank account designated in one
of these documents. Only such an account maintained in a
domestic financial institution which is an Automated Clearing
House member may be so designated. Redemption proceeds will be
on deposit in your account at an Automated Clearing House member
bank ordinarily two days after receipt of the redemption request
or, at your request, paid by check (maximum $150,000 per day)
and mailed to your address. Holders of jointly registered Fund
or bank accounts may redeem through the Dreyfus TeleTransfer
Privilege for transfer to their bank account only up to $250,000
within any 30-day period. The Fund reserves the right to refuse
any request made by telephone, including requests made shortly
after a change of address, and may limit the amount involved or
the number of such requests. The Fund may modify or terminate
this Privilege at any time or charge a service fee upon notice
to shareholders. No such fee currently is contemplated.
If you have selected the Dreyfus TeleTransfer
Privilege, you may request a Dreyfus TeleTransfer redemption of
Fund shares by telephoning 1-800-221-4060 or, if you are calling
from overseas, call 1-401-455-3306. Shares held under Keogh
Plans, IRAs or other retirement plans, and shares issued in
certificate form, are not eligible for this Privilege.
DISTRIBUTION PLAN AND SHAREHOLDER SERVICES PLAN
Fund shares are subject to a Distribution Plan and a
Shareholder Services Plan.
Distribution Plan--Under the Distribution Plan, adopted pursuant
to Rule 12b-1 under the Investment Company Act of 1940, the Fund
pays Dreyfus Service Corporation for advertising, marketing and
distributing Fund shares at an annual rate of .25 of 1% of the
value of the Fund's average daily net assets. Under the
Distribution Plan, Dreyfus Service Corporation may make payments
to Service Agents in respect of these services. Dreyfus Service
Corporation determines the amounts to be paid to Service Agents.
Service Agents receive such fees in respect of the average daily
value of Fund shares owned by their clients. From time to time,
Dreyfus Service Corporation may defer or waive receipt of fees
under the Distribution Plan while retaining the ability to be
paid by the Fund under the Distribution Plan thereafter. The
fees payable to Dreyfus Service Corporation under the
Distribution Plan for advertising, marketing and distributing
Fund shares and for payments to Service Agents are payable
without regard to actual expenses incurred.
The Fund bears the costs of preparing and printing
prospectuses and statements of additional information used for
regulatory purposes and for distribution to existing Fund
shareholders. Under the Distribution Plan, the Fund bears (a)
the costs of preparing, printing and distributing prospectuses
and statements of additional information used for other purposes
and (b) the costs associated with implementing and operating the
Distribution Plan, the aggregate of such amounts not to exceed
in any fiscal year of the Fund the greater of $100,000 or .005
of 1% of the value of the Fund's average daily net assets for
such fiscal year.
Shareholder Services Plan--Under the Shareholder Services Plan,
the Fund pays Dreyfus Service Corporation for the provision of
certain services to Fund shareholders a fee at the annual rate
of .25 of 1% of the value of the Fund's average daily net
assets. The services provided may include personal services
relating to shareholder accounts, such as answering shareholder
inquiries regarding the Fund and providing reports and other
information, and services related to the maintenance of
shareholder accounts. Dreyfus Service Corporation may make
payments to Service Agents in respect of these services.
Dreyfus Service Corporation determines the amounts to be paid to
Service Agents. Each Service Agent is required to disclose to
its clients any compensation payable to it by the Fund pursuant
to the Shareholder Services Plan and any other compensation
payable by their clients in connection with the investment of
their assets in Fund shares.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The Fund ordinarily declares and pays dividends from
its net investment income monthly. Fund shares begin earning
income dividends on the day following the date of purchase. If
you redeem all shares in your account at any time during the
month, all dividends to which you are entitled will be paid to
you along with the proceeds of the redemption. Distributions
from net realized securities gains, if any, generally are
declared and paid once a year, but the Fund may make
distributions on a more frequent basis to comply with the
distribution requirements of the Internal Revenue Code of 1986,
as amended (the "Code"), in all events in a manner consistent
with the provisions of the Investment Company Act of 1940. The
Fund will not make distributions from net realized securities
gains unless capital loss carryovers, if any, have been utilized
or have expired. You may choose whether to receive dividends
and distributions in cash or to reinvest in additional Fund
shares at net asset value. All expenses are accrued daily and
deducted before declaration of dividends to investors.
Dividends derived from net investment income, together
with distributions from net realized short-term securities gains
of the Fund and gains from the sale or other disposition of
market discount bonds, paid by the Fund will be taxable to U.S.
shareholders as ordinary income whether received in cash or
reinvested in Fund shares. Distributions from net realized
long-term securities gains of the Fund will be taxable to U.S.
shareholders as long-term capital gains for Federal income tax
purposes, regardless of how long shareholders have held their
Fund shares and whether such distributions are received in cash
or reinvested in Fund shares. The Code provides that the net
capital gain of an individual generally will not be subject to
Federal income tax at a rate in excess of 28%. Dividends and
distributions may be subject to state and local taxes.
Dividends, together with distributions from net
realized short-term securities gains of the Fund and gains from
the sale of other disposition of market discount bonds, paid by
the Fund to a foreign investor generally are subject to U.S.
nonresident withholding taxes at the rate of 30%, unless the
foreign investor claims the benefit of a lower rate specified in
a tax treaty. Distributions from net realized long-term
securities gains paid by the Fund to a foreign investor as well
as the proceeds of any redemptions from a foreign investor's
account, regardless of the extent to which gain or loss may be
realized, generally will not be subject to U.S. nonresident
withholding tax. However, such distributions may be subject to
backup withholding, as described below, unless the foreign
investor certifies his non-U.S. residency status.
The Fund may invest a substantial portion of its
assets in Sovereign Debt Obligations with original issue
discount and/or market discount. Original issue discount
generally is the excess (if any) of the stated redemption price
of an obligation over its original issue price. Market discount
generally is the excess (if any) of the stated redemption price
of an obligation (or in the case of an obligation issued with
original issue discount, its original issue price plus accreted
original issue discount) over the price at which it is purchased
subsequent to original issuance. Original issue discount is
generally required to be included in income on a periodic basis
by a holder as ordinary income. Income attributable to market
discount generally is ordinary income (as opposed to capital
gain). A taxpayer may elect to include market discount in
income on a periodic basis as opposed to including market
discount in income upon payment or sale of the obligation. It
is expected that the Fund will elect to include market discount
in income currently, for both book and tax purposes.
Accordingly, accretion of market discount together with original
issue discount will cause the Fund to realize income prior to
the receipt of cash payments with respect to these securities.
To distribute this income and maintain its qualification as a
regulated investment company and avoid becoming subject to
Federal income or excise tax, the Fund may be required to
liquidate portfolio securities that it might otherwise have
continued to hold, use its cash assets or borrow funds on a
temporary basis necessary to declare and pay a distribution to
shareholders. The Fund may realize capital gains or losses from
those sales, which would increase or decrease the Fund's
investment company taxable income or net capital gain. If the
Fund realizes net capital gains from such sales, its
shareholders may receive a larger capital gain distribution, if
any, than they would have in the absence of such sales.
Notice as to the tax status of your dividends and
distributions will be mailed to you annually. You also will
receive periodic summaries of your account which will include
information as to dividends and distributions from securities
gains, if any, paid during the year.
Federal regulations generally require the Fund to
withhold ("backup withholding") and remit to the U.S. Treasury
31% of dividends, distributions from net realized securities
gains and the proceeds of any redemption, regardless of the
extent to which gain or loss may be realized, paid to a
shareholder if such shareholder fails to certify either that the
TIN furnished in connection with opening an account is correct
or that such shareholder has not received notice from the IRS of
being subject to backup withholding as a result of a failure to
properly report taxable dividend or interest income on a Federal
income tax return. Furthermore, the IRS may notify the Fund to
institute backup withholding if the IRS determines a
shareholder's TIN is incorrect or if a shareholder has failed to
properly report taxable dividend and interest income on a
Federal income tax return.
A TIN is either the Social Security number or employer
identification number of the record owner of the account. Any
tax withheld as a result of backup withholding does not
constitute an additional tax imposed on the record owner of the
account, and may be claimed as a credit on the record owner's
Federal income tax return.
It is expected that the Fund will qualify as a
"regulated investment company" under the Code so long as such
qualification is in the best interests of its shareholders.
Such qualification relieves the Fund of any liability for
Federal income tax to the extent its earnings are distributed in
accordance with applicable provisions of the Code. In addition,
the Fund is subject to a non-deductible 4% excise tax, measured
with respect to certain undistributed amounts of taxable
investment income and capital gains.
You should consult your tax adviser regarding specific
questions as to Federal, state or local taxes.
PERFORMANCE INFORMATION
For purposes of advertising, performance will be
calculated on several bases, including current yield, average
annual total return and/or total return.
Current yield refers to the Fund's annualized net
investment income per share over a 30-day period, expressed as a
percentage of the net asset value per share at the end of the
period. For purposes of calculating current yield, the amount
of net investment income per share during that 30-day period,
computed in accordance with regulatory requirements, is
compounded by assuming that it is reinvested at a constant rate
over a six-month period. An identical result is then assumed to
have occurred during a second six-month period which, when added
to the result for the first six months, provides an "annualized"
yield for an entire one-year period. Calculations of the Fund's
current yield may reflect absorbed expenses pursuant to expense
limitations in effect. See "Management of the Fund."
Average annual total return is calculated pursuant to
a standardized formula which assumes that an investment in the
Fund was purchased with an initial payment of $1,000 and that
the investment was redeemed at the end of a stated period of
time, after giving effect to the reinvestment of dividends and
distributions during the period. The return is expressed as a
percentage rate which, if applied on a compounded annual basis,
would result in the redeemable value of the investment at the
end of the period. Advertisements of the Fund's performance
will include the Fund's average annual total return for one,
five and ten year periods, or for shorter periods depending upon
the length of time during which the Fund has operated.
Computations of average annual total return for periods of less
than one year represent an annualization of the Fund's actual
total return for the applicable period.
Total return is computed on a per share basis and
assumes the reinvestment of dividends and distributions. Total
return generally is expressed as a percentage rate which is
calculated by combining the income and principal changes for a
specified period and dividing by the net asset value per share
at the beginning of the period. Advertisements may include the
percentage rate of total return or may include the value of a
hypothetical investment at the end of the period which assumes
the application of the percentage rate of total return.
Performance will vary from time to time and past
results are not necessarily representative of future results.
You should remember that performance is a function of portfolio
management in selecting the type and quality of portfolio
securities and is affected by operating expenses. Performance
information, such as that described above, may not provide a
basis for comparison with other investments or other investment
companies using a different method of calculating performance.
Comparative performance information may be used from
time to time in advertising or marketing the Fund's shares,
including data from Lipper Analytical Services, Inc., Morgan
Stanley Capital International World Index, Standard & Poor's 500
Composite Stock Price Index, Standard & Poor's MidCap 400 Index,
the Dow Jones Industrial Average, Morningstar, Inc. and other
industry publications.
GENERAL INFORMATION
The Fund was incorporated under Maryland law on
September 8, 1993, and has not engaged in active business to the
date of this Prospectus. The Fund is authorized to issue 300
million shares of Common Stock, par value $.001 per share. Each
share has one vote.
Unless otherwise required by the Investment Company
Act of 1940, ordinarily it will not be necessary for the Fund to
hold annual meetings of shareholders. As a result, Fund
shareholders may not consider each year the election of
Directors or the appointment of auditors. However, pursuant to
the Fund's By-Laws, the holders of at least 10% of the shares
outstanding and entitled to vote may require the Fund to hold a
special meeting of shareholders for purposes of removing a
Director from office or for any other purpose. Fund
shareholders may remove a Director by the affirmative vote of a
majority of the Fund's outstanding shares. In addition, the
Board of Directors will call a meeting of shareholders for the
purpose of electing Directors if, at any time, less than a
majority of the Directors then holding office have been elected
by shareholders.
The Transfer Agent maintains a record of your
ownership and will send you confirmations and statements of
account.
Shareholder inquiries may be made by writing to the
Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-
0144, or by calling toll free 1-800-645-6561. In New York City,
call 1-718-895-1206; on Long Island, call 794-5254.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS AND IN THE FUND'S OFFICIAL SALES LITERATURE IN
CONNECTION WITH THE OFFER OF THE FUND'S SHARES, AND, IF GIVEN OR
MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER IN ANY STATE IN WHICH,
OR TO ANY PERSON TO WHOM, SUCH OFFERING MAY NOT LAWFULLY BE
MADE.
<PAGE>
DREYFUS GLOBAL BOND FUND, INC.
PART B
(STATEMENT OF ADDITIONAL INFORMATION)
_______, 1994
This Statement of Additional Information, which is not
a prospectus, supplements and should be read in conjunction with
the current Prospectus of Dreyfus Global Bond Fund, Inc. (the
"Fund"), dated ______, 1994, as it may be revised from time to
time. To obtain a copy of the Fund's Prospectus, please write
to the Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York
11556-0144, or call the following numbers:
Call Toll Free -- 1-800-645-6561
In New York City -- Call 1-718-895-1206
On Long Island -- Call 794-5254
The Dreyfus Corporation ("Dreyfus") serves as the
Fund's investment adviser. Dreyfus has engaged M&G Investment
Management Limited ("M&G") to serve as the Fund's sub-investment
adviser and provide day-to-day management of the Fund's
investments, subject to the supervision of Dreyfus. Dreyfus and
M&G are referred to collectively as the "Advisers."
Dreyfus Service Corporation (the "Distributor"), a
wholly-owned subsidiary of Dreyfus, is the distributor of the
Fund's shares.
TABLE OF CONTENTS
Page
Investment Objectives and Management Policies. . . . . B-3
Management of the Fund . . . . . . . . . . . . . . . . B-15
Management Arrangements. . . . . . . . . . . . . . . . B-19
Distribution Plan and Shareholder Services Plan. . . . B-21
Purchase of Fund Shares. . . . . . . . . . . . . . . . B-23
Redemption of Fund Shares. . . . . . . . . . . . . . . B-23
Shareholder Services . . . . . . . . . . . . . . . . . B-26
Determination of Net Asset Value . . . . . . . . . . . B-29
Dividends, Distributions and Taxes . . . . . . . . . . B-31
Portfolio Transactions . . . . . . . . . . . . . . . . B-33
Performance Information. . . . . . . . . . . . . . . . B-34
Information About the Fund . . . . . . . . . . . . . . B-35
Custodian, Transfer and Dividend Disbursing Agent,
Counsel and Independent Auditors . . . . . . . . . . B-35
Financial Statement. . . . . . . . . . . . . . . . . . B-36
Report of Independent Auditors . . . . . . . . . . . . B-37
Appendix . . . . . . . . . . . . . . . . . . . . . . . B-38
INVESTMENT OBJECTIVES AND MANAGEMENT POLICIES
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE
READ IN CONJUNCTION WITH THE SECTION IN THE FUND'S PROSPECTUS
ENTITLED "DESCRIPTION OF THE FUND."
BANK OBLIGATIONS. Domestic commercial banks organized
under Federal law are supervised and examined by the Comptroller
of the Currency and are required to be members of the Federal
Reserve System and to have their deposits insured by the Federal
Deposit Insurance Corporation (the "FDIC"). Domestic banks
organized under state law are supervised and examined by state
banking authorities but are members of the Federal Reserve
System only if they elect to join. In addition, state banks
whose certificates of deposit ("CDs") may be purchased by the
Fund are insured by the FDIC (although such insurance may not be
of material benefit to the Fund, depending on the principal
amount of the CDs of each bank held by the Fund) and are subject
to Federal examination and to a substantial body of Federal law
and regulation. As a result of Federal or state laws and
regulations, domestic branches of domestic banks whose CDs may
be purchased by the Fund generally are required, among other
things, to maintain specified levels of reserves, are limited in
the amounts which they can loan to a single borrower and are
subject to other regulation designed to promote financial
soundness. However, not all of such laws and regulations apply
to the foreign branches of domestic banks.
Obligations of foreign branches of domestic banks,
foreign subsidiaries of domestic banks and domestic and foreign
branches of foreign banks, such as CDs and time deposits
("TDs"), may be general obligations of the parent banks in
addition to the issuing branch, or may be limited by the terms
of a specific obligation and governmental regulation. Such
obligations are subject to different risks than are those of
domestic banks. These risks include foreign economic and
political developments, foreign governmental restrictions that
may adversely affect payment of principal and interest on the
obligations, foreign exchange controls and foreign withholding
and other taxes on interest income. These foreign branches and
subsidiaries are not necessarily subject to the same or similar
regulatory requirements that apply to domestic banks, such as
mandatory reserve requirements, loan limitations, and
accounting, auditing and financial record keeping requirements.
In addition, less information may be publicly available about a
foreign branch of a domestic bank or about a foreign bank than
about a domestic bank.
Obligations of United States branches of foreign banks
may be general obligations of the parent bank in addition to the
issuing branch, or may be limited by the terms of a specific
obligation or by Federal or state regulation as well as
governmental action in the country in which the foreign bank has
its head office. A domestic branch of a foreign bank with
assets in excess of $1 billion may be subject to reserve
requirements imposed by the Federal Reserve System or by the
state in which the branch is located if the branch is licensed
in that state.
In addition, Federal branches licensed by the
Comptroller of the Currency and branches licensed by certain
states ("State Branches") may be required to: (1) pledge to the
regulator, by depositing assets with a designated bank within
the state, a certain percentage of their assets as fixed from
time to time by the appropriate regulatory authority; and (2)
maintain assets within the state in an amount equal to a
specified percentage of the aggregate amount of liabilities of
the foreign bank payable at or through all of its agencies or
branches within the state. The deposits of Federal and State
Branches generally must be insured by the FDIC if such branches
take deposits of less than $100,000.
SECURITIES OF SUPRANATURAL ENTITIES. Supranational
entities in which the Fund may invest include international
organizations designated or supported by governmental entities
to promote economic reconstruction or development and
international banking institutions and related government
agencies. Examples include the International Bank for
Reconstruction and Development (the World Bank), the European
Coal and Steel Community, the Asian Development Bank and the
InterAmerican Development Bank.
MORTGAGE-RELATED SECURITIES.
GOVERNMENT AGENCY SECURITIES. Mortgage-related
securities issued by the Government National Mortgage
Association ("GNMA") include GNMA Mortgage Pass-Through
Certificates (also known as "Ginnie Maes") which are guaranteed
as to the timely payment of principal and interest by GNMA and
such guarantee is backed by the full faith and credit of the
United States. GNMA is a wholly-owned U.S. Government
corporation within the department of Housing and Urban
Development. GNMA certificates also are supported by the
authority of GNMA to borrow funds from the U.S. Treasury to make
payments under its guarantee.
GOVERNMENT RELATED SECURITIES. Mortgage-related
securities issued by the Federal National Mortgage Association
("FNMA") include FNMA Guaranteed Mortgage Pass-Through
Certificates (also known as "Fannie Maes") which are solely the
obligations of the FNMA and are not backed by or entitled to the
full faith and credit of the Untied States. The FNMA is a
government-sponsored organization owned entirely by private
stockholders. Fannie Maes are guaranteed as to timely payment
of principal and interest by FNMA.
Mortgage-related securities issued by the Federal Home
Loan Mortgage Corporation ("FHLMC") include FHLMC Mortgage
Participation Certificates (also known as "Freddie Macs" or
"PCs"). The FHLMC is a corporate instrumentality of the United
States created pursuant to an Act of Congress, which is owned
entirely by Federal Home Loan Banks. Freddie Macs are not
guaranteed by the United States or by any Federal Home Loan Bank
and do not constitute a debt or obligation of the United States
or of any Federal Home Loan Bank. Freddie Macs entitle the
holder to timely payment of interest, which is guaranteed by the
FHLMC. The FHLMC guarantees either ultimate collection or
timely payment of all principal payments on the underlying
mortgage loans. When the FHLMC does not guarantee timely
payment of principal, FHLMC may remit the amount due on account
of its guarantee of ultimate payment of principal at any time
after default on an underlying mortgage, but in no event later
than one year after it becomes payable.
BRADY BONDS. Collateralized Brady Bonds may be fixed
rate par bonds or floating rate discount bonds, which are
generally collateralized in full as to principal due at maturity
by U.S. Treasury zero coupon obligations which have the same
maturity as the Brady Bonds. Interest payments on these Brady
Bonds generally are collateralized by cash or securities in an
amount that, in the case of fixed rate bonds, is equal to at
least one year of rolling interest payments or, in the case of
floating rate bonds, initially is equal to at least one year's
rolling interest payments based on the applicable interest rate
at that time and is adjusted at regular intervals thereafter.
Certain Brady Bonds are entitled to "value recovery payments" in
certain circumstances, which in effect constitute supplemental
interest payments but generally are not collateralized. Brady
Bonds are often viewed as having three or four valuation
components: (i) the collateralized repayment of principal at
final maturity; (ii) the collateralized interest payments;
(iii) the uncollateralized interest payments; and (iv) any
uncollateralized repayment of principal at maturity (these
uncollateralized amounts constitute the "residual risk"). In
the event of a default with respect to Collateralized Brady
Bonds as a result of which the payment obligations of the issuer
are accelerated, the U.S. Treasury zero coupon obligations held
as collateral for the payment of principal will not be
distributed to investors, nor will such obligations be sold and
the proceeds distributed. The collateral will be held by the
collateral agent to the scheduled maturity of the defaulted
Brady Bonds, which will continue to be outstanding, at which
time the face amount of the collateral will equal the principal
payments which would have then been due on the Brady Bonds in
the normal course. In addition, in light of the residual risk
of Brady Bonds and, among other factors, the history of defaults
with respect to commercial bank loans by public and private
entities of countries issuing Brady Bonds, investments in Brady
Bonds are to be viewed as speculative.
Debt restructurings totalling more than $80 billion
have been implemented under the Brady Plan to date in Argentina,
Bolivia, Costa Rica, Mexico, Nigeria, the Philippines, Uruguay
and Venezuela, with the largest proportion of Brady Bonds having
been issued to date by Argentina, Mexico and Venezuela. Most
Argentine and Mexican Brady Bonds and a significant portion of
the Venezuelan Brady Bonds issued to date are Collateralized
Brady Bonds with interest coupon payments collateralized on a
rolling-forward basis by funds or securities held in escrow by
an agent for the bondholders. Of the other issuers of Brady
Bonds, Bolivia, Nigeria, the Philippines and Uruguay have to
date issued Collateralized Brady Bonds. Brazil has announced
plans to issue Brady Bonds in respect of approximately [$44]
billion of bank debt.
LOAN PARTICIPATION AND ASSIGNMENTS. When the Fund
purchases Assignments from Lenders it will acquire direct rights
against the borrower on the Loan (as such terms, and other
capitalized terms used in this paragraph, are defined in the
Prospectus). Because Assignments are arranged through private
negotiations between potential assignees and potential
assignors, however, the rights and obligations acquired by the
Fund as the purchaser of an Assignment may differ from, and be
more limited than, those held by the assigning Lender. The
assignability of certain Sovereign Debt Obligations is
restricted by the governing documentation as to the nature of
the assignee such that the only way in which the Fund may
acquire an interest in a Loan is through a Participation and not
an Assignment. The Fund may have difficulty disposing of
Assignments and Participations because to do so it will have to
assign such securities to a third party. Because there is no
established secondary market for such securities, the Fund
anticipates that such securities could be sold only to a limited
number of institutional investors. The lack of an established
secondary market may have an adverse impact on the value of such
securities and the Fund's ability to dispose of particular
Assignments or Participations when necessary to meet the Fund's
liquidity needs or in response to a specific economic event such
as a deterioration in the creditworthiness of the borrower. The
lack of an established secondary market for Assignments and
Participations also may make it more difficult for the Fund to
assign a value to these securities for purposes of valuing the
Fund's portfolio and calculating its net asset value. The Fund
will not invest more than 15% of the value of its net assets in
Loan Participations and Assignments that are illiquid, and in
other illiquid securities.
OPTIONS TRANSACTIONS. The Fund may engage in options
transactions, such as purchasing or writing covered call or put
options. The principal reason for writing covered call options
is to realize, through the receipt of premiums, a greater return
than would be realized on the Fund's portfolio securities alone.
In return for a premium, the writer of a covered call option
forfeits the right to any appreciation in the value of the
underlying security above the strike price for the life of the
option (or until a closing purchase transaction can be
effected). Nevertheless, the call writer retains the risk of a
decline in the price of the underlying security. Similarly, the
principal reason for writing covered put options is to realize
income in the form of premiums. The writer of a covered put
option accepts the risk of a decline in the price of the
underlying security. The size of the premiums that the Fund may
receive may be adversely affected as new or existing
institutions, including other investment companies, engage in or
increase their option-writing activities.
Options written ordinarily will have expiration dates
between one and nine months from the date written. The exercise
price of the options may be below, equal to or above the market
values of the underlying securities at the time the options are
written. In the case of call options, these exercise prices are
referred to as "in-the-money," "at-the-money" and "out-of-the-
money," respectively. The Fund may write (a) in-the-money call
options when the Advisers expect that the price of the
underlying security will remain stable or decline moderately
during the option period, (b) at-the-money call options when the
Advisers expect that the price of the underlying security will
remain stable or advance moderately during the option period and
(c) out-of-the-money call options when the Advisers expect that
the premiums received from writing the call option plus the
appreciation in market price of the underlying security up to
the exercise price will be greater than the appreciation in the
price of the underlying security alone. In these circumstances,
if the market price of the underlying security declines and the
security is sold at this lower price, the amount of any realized
loss will be offset wholly or in part by the premium received.
Out-of-the-money, at-the-money and in-the-money put options (the
reverse of call options as to the relation of exercise price to
market price) may be utilized in the same market environments
that such call options are used in equivalent transactions.
So long as the Fund's obligation as the writer of an
option continues, the Fund may be assigned an exercise notice by
the broker-dealer through which the option was sold, requiring
the Fund to deliver, in the case of a call, or take delivery of,
in the case of a put, the underlying security against payment of
the exercise price. This obligation terminates when the option
expires or the Fund effects a closing purchase transaction. The
Fund can no longer effect a closing purchase transaction with
respect to an option once it has been assigned an exercise
notice.
While it may choose to do otherwise, the Fund
generally will purchase or write only those options for which
the Advisers believe there is an active secondary market so as
to facilitate closing transactions. There is no assurance that
sufficient trading interest to create a liquid secondary market
on a securities exchange will exist for any particular option or
at any particular time, and for some options no such secondary
market may exist. A liquid secondary market in an option may
cease to exist for a variety of reasons. In the past, for
example, higher than anticipated trading activity or order flow,
or other unforeseen events, at times have rendered certain
clearing facilities inadequate and resulted in the institution
of special procedures, such as trading rotations, restrictions
on certain types of orders or trading halts or suspensions in
one or more options. There can be no assurance that similar
events, or events that otherwise may interfere with the timely
execution of customers' orders, will not recur. In such event,
it might not be possible to effect closing transactions in
particular options. If as a covered call option writer the Fund
is unable to effect a closing purchase transaction in a
secondary market, it will not be able to sell the underlying
security until the option expires or it delivers the underlying
security upon exercise or it otherwise covers its position.
FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS.
Upon exercise of an option, the writer of the option will
deliver to the holder of the option the futures position and the
accumulated balance in the writer's futures margin account,
which represents the amount by which the market price of the
futures contract exceeds, in the case of a call, or is less
than, in the case of a put, the exercise price of the option on
the futures contract. The potential loss related to the
purchase of options on futures contracts is limited to the
premium paid for the option (plus transaction costs). Because
the value of the option is fixed at the time of sale, there are
no daily cash payments to reflect changes in the value of the
underlying contract; however, the value of the option does
change daily and that change would be reflected in the net asset
value of the Fund.
FOREIGN CURRENCY TRANSACTIONS. If the Fund enters
into a currency transaction, it will deposit, if so required by
applicable regulations, with its custodian cash or readily
marketable securities in a segregated account of the Fund in an
amount at least equal to the value of the Fund's total assets
committed to the consummation of the forward contract. If the
value of the securities placed in the segregated account
declines, additional cash or securities will be placed in the
account so that the value of the account will equal the amount
of the Fund's commitment with respect to the contract.
At or before the maturity of a forward contract, the
Fund either may sell a security and make delivery of the
currency, or retain the security and offset its contractual
obligation to deliver the currency by purchasing a second
contract pursuant to which the Fund will obtain, on the same
maturity date, the same amount of the currency which it is
obligated to deliver. If the Fund retains the portfolio
security and engages in an offsetting transaction, the Fund, at
the time of execution of the offsetting transaction, will incur
a gain or loss to the extent movement has occurred in forward
contract prices. Should forward prices decline during the
period between the Fund's entering into a forward contract for
the sale of a currency and the date it enters into an offsetting
contract for the purchase of the currency, the Fund will realize
a gain to the extent the price of the currency it has agreed to
sell exceeds the price of the currency it has agreed to
purchase. Should forward prices increase, the Fund will suffer
a loss to the extent the price of the currency it has agreed to
purchase exceeds the price of the currency it has agreed to
sell.
The cost to the Fund of engaging in currency
transactions varies with factors such as the currency involved,
the length of the contract period and the market conditions then
prevailing. Because transactions in currency exchange usually
are conducted on a principal basis, no fees or commissions are
involved. The use of forward currency exchange contracts does
not eliminate fluctuations in the underlying prices of the
securities, but it does establish a rate of exchange that can be
achieved in the future. If a devaluation generally is
anticipated, the Fund may not be able to contract to sell the
currency at a price above the devaluation level it anticipates.
The requirements for qualification as a regulated investment
company under the Internal Revenue Code of 1986, as amended (the
"Code"), may cause the Fund to restrict the degree to which it
engages in currency transactions. See "Dividends, Distributions
and Taxes."
LENDING PORTFOLIO SECURITIES. To a limited extent,
the Fund may lend its portfolio securities to brokers, dealers
and other financial institutions, provided it receives cash
collateral which at all times is maintained in an amount equal
to at least 100% of the current market value of the securities
loaned. By lending its portfolio securities, the Fund can
increase its income through the investment of the cash
collateral. For purposes of this policy, the Fund considers
collateral consisting of U.S. Government securities or
irrevocable letters of credit issued by banks whose securities
meet the standards for investment by the Fund to be the
equivalent of cash. From time to time, the Fund may return to
the borrower or a third party which is unaffiliated with the
Fund, and which is acting as a "placing broker," a part of the
interest earned from the investment of collateral received for
securities loaned.
The Securities and Exchange Commission currently
requires that the following conditions must be met whenever
portfolio securities are loaned: (1) the Fund must receive at
least 100% cash collateral from the borrower; (2) the borrower
must increase such collateral whenever the market value of the
securities rises above the level of such collateral; (3) the
Fund must be able to terminate the loan at any time; (4) the
Fund must receive reasonable interest on the loan, as well as
any interest or other distributions on the loaned securities,
and any increase in market value; and (5) the Fund may pay only
reasonable custodian fees in connection with the loan.
INVESTING IN SOVEREIGN DEBT OBLIGATIONS OF EMERGING
MARKET COUNTRIES. The ability of governments to make timely
payments on their obligations is likely to be influenced
strongly by the issuer's balance of payments, including export
performance, and its access to international credits and
investments. A country whose exports are concentrated in a few
commodities could be vulnerable to a decline in the
international prices of one or more of those commodities.
Increased protectionism on the part of a country's trading
partners also could adversely affect the country's exports and
diminish its trade account surplus, if any. To the extent that
a country receives payment for its exports in currencies other
than dollars, its ability to make debt payments denominated in
dollars could be adversely affected.
To the extent that a country develops a trade deficit,
it will need to depend on continuing loans from foreign
governments, multilateral organizations or private commercial
banks, aid payments from foreign governments and on inflows of
foreign investment. The access of a country to these forms of
external funding may not be certain, and a withdrawal of
external funding could adversely affect the capacity of a
government to make payments on its obligations. In addition,
the cost of servicing debt obligations can be affected by a
change in international interest rates since the majority of
these obligations carry interest rates that are adjusted
periodically based upon international rates.
Another factor bearing on the ability of a country to
repay Sovereign Debt Obligations is the level of the country's
international reserves. Fluctuations in the level of these
reserves can affect the amount of foreign exchange readily
available for external debt payments and, thus, could have a
bearing on the capacity of the country to make payments on its
Sovereign Debt Obligations.
Expropriation, confiscatory taxation, nationalization,
political, economic or social instability or other similar
developments, such as military coups, have occurred in the past
in countries in which the Fund will invest and could adversely
affect the Fund's assets should these conditions or events
recur.
Foreign investment in certain Sovereign Debt
Obligations is restricted or controlled to varying degrees.
These restrictions or controls at times may limit or preclude
foreign investment in certain Sovereign Debt Obligations and
increase the costs and expenses of the Fund. Certain countries
in which the Fund will invest require governmental approval
prior to investments by foreign persons, limit the amount of
investment by foreign persons in a particular issuer, limit the
investment by foreign persons only to a specific class of
securities of an issuer that may have less advantageous rights
than the classes available for purchase by domiciliaries of the
countries and/or impose additional taxes on foreign investors.
Certain countries other than those on which the Fund
initially will focus its investments may require governmental
approval for the repatriation of investment income, capital or
the proceeds of sales of securities by foreign investors. In
addition, if a deterioration occurs in a country's balance of
payments, the country could impose temporary restrictions on
foreign capital remittances. The Fund could be adversely
affected by delays in, or a refusal to grant, any required
governmental approval for repatriation of capital, as well as by
the application to the Fund of any restrictions on investments.
Investing in local markets may require the Fund to adopt special
procedures, seek local government approvals or take other
actions, each of which may involve additional costs to the Fund.
RISK FACTORS--LOWER RATED SECURITIES. The Fund is
permitted to invest in securities rated below Baa by Moody's
Investors Service, Inc. ("Moody's") and below BBB by Standard &
Poor's Corporation ("S&P"), Fitch Investors Service, Inc.
("Fitch") and Duff & Phelps, Inc. ("Duff") and as low as the
lowest rating assigned by Moody's, S&P, Fitch or Duff. Such
securities, though higher yielding, are characterized by risk.
See in the Prospectus "Description of the Fund--Risk
Factors--Lower Rated Securities" for a discussion of certain
risks and the "Appendix" for a general description of Moody's,
S&P, Fitch and Duff ratings. Although ratings may be useful in
evaluating the safety of interest and principal payments, they
do not evaluate the market value risk of these securities. The
Fund will rely on the Advisers' judgment, analysis and
experience in evaluating the creditworthiness of an issuer.
Investors should be aware that the market values of
many of these securities tend to be more sensitive to economic
conditions than are higher rated securities and will fluctuate
over time. These securities are considered by S&P, Moody's,
Fitch and Duff, on balance, as predominantly speculative with
respect to capacity to pay interest and repay principal in
accordance with the terms of the obligation and generally will
involve more credit risk than securities in the higher rating
categories.
Issues of certain of these securities often are highly
leveraged and may not have available to them more traditional
methods of financing. Therefore, the risk associated with
acquiring the securities of such issuers generally is greater
than is the case with the higher rated securities. For example,
during an economic downturn or a sustained period of rising
interest rates, highly leveraged issuers of these securities may
not have sufficient revenues to meet their interest payment
obligations. The issuer's ability to service its debt
obligations also may be affected adversely by specific corporate
developments, forecasts, or the unavailability of additional
financing. The risk of loss because of default by the issuer is
significantly greater for the holders of these securities
because such securities generally are unsecured and often are
subordinated to other creditors of the issuer.
Because there is no established retail secondary
market for many of these securities, the Fund anticipates that
such securities could be sold only to a limited number of
dealers or institutional investors. To the extent a secondary
trading market for these securities does exist, it generally is
not as liquid as the secondary market for higher rated
securities. The lack of a liquid secondary market may have an
adverse impact on market price and yield and the Fund's ability
to dispose of particular issues when necessary to meet the
Fund's liquidity needs or in response to a specific economic
event such as a deterioration in the creditworthiness of the
issuer. The lack of a liquid secondary market for certain
securities also may make it more difficult for the Fund to
obtain accurate market quotations for purposes of valuing the
Fund's securities and calculating its net asset value. Adverse
publicity and investor perceptions, whether or not based on
fundamental analysis, may decrease the values and liquidity of
these securities. In such cases, judgment may play a greater
role in valuation because less reliable, objective data may be
available.
These securities may be particularly susceptible to
economic downturns. It is likely that any economic recession
could disrupt severely the market for such securities and may
have an adverse impact on the value of such securities. In
addition, it is likely that any such economic downturn could
adversely affect the ability of the issuers of such securities
to repay principal and pay interest thereon and increase the
incidence of default for such securities.
The Fund may acquire these securities during an
initial offering. Such securities may involve special risks
because they are new issues. The Fund has no arrangement with
the Distributor or any other persons concerning the acquisition
of such securities, and the Advisers will review carefully the
credit and other characteristics pertinent to such new issues.
Lower rated zero coupon securities involve special
considerations. The credit risk factors pertaining to lower
rated securities also apply to lower rated zero coupon
securities. Such zero coupon securities carry an additional
risk in that, unlike securities which pay interest throughout
the period to maturity, the Fund will realize no cash until the
cash payment date unless a portion of such securities are sold
and, if the issuer defaults, the Fund may obtain no return at
all on its investment. See "Dividends, Distributions and
Taxes."
INVESTMENT RESTRICTIONS. The Fund has adopted invest-
ment restrictions numbered 1 through 8 as fundamental policies.
These restrictions cannot be changed without approval by the
holders of a majority (as defined in the Investment Company Act
of 1940, as amended (the "Act")) of the Fund's outstanding
voting shares. Investment restrictions numbered 9 through 14
are not 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 more than 25% of the value of its total
assets in the securities of issuers in any single industry,
provided that there shall be no limitation on the purchase of
obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities.
2. Invest in commodities, except that the Fund may
purchase and sell options, forward contracts, futures contracts,
including those relating to indexes, and options on futures
contracts or indexes.
3. 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.
4. Borrow money, except to the extent permitted under
the Act. For purposes of this Investment Restriction, the entry
into options, forward contracts, futures contracts, including
those relating to indexes, and options on futures contracts or
indexes shall not constitute borrowing.
5. 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 guide-
lines established by the Securities and Exchange Commission and
the Fund's Board of Directors.
6. Act as an underwriter of securities of other
issuers, except to the extent the Fund may be deemed an under-
writer under the Securities Act of 1933, as amended, by virtue
of disposing of portfolio securities.
7. Issue any senior security (as such term is defined
in Section 18(f) of the Act), except to the extent the
activities permitted in Investment Restriction Nos. 2, 4, 11
and 12 may be deemed to give rise to a senior security.
8. Purchase securities on margin, but the Fund may
make margin deposits in connection with transactions in options,
forward contracts, futures contracts, including those relating
to indexes, and options on futures contracts or indexes.
9. Purchase securities of any company having less
than three years' continuous operations (including operations of
any predecessor) if such purchase would cause the value of the
Fund's investments in all such companies to exceed 5% of the
value of its total assets.
10. Invest in the securities of a company for the
purpose of exercising management or control, but the Fund will
vote the securities it owns in its portfolio as a shareholder in
accordance with its views.
11. 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 indexes, and options on
futures contracts or indexes.
12. Purchase, sell or write puts, calls or
combinations thereof, except as described in the Fund's
Prospectus and Statement of Additional Information.
13. Enter into repurchase agreements providing for
settlement in more than seven days after notice or purchase
securities which are illiquid, if, in the aggregate, more than
15% of the value of the Fund's net assets would be so invested.
14. Purchase securities of other investment compan-
ies, except to the extent permitted under the 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.
The Fund may invest, notwithstanding any other
investment restriction (whether or not fundamental), all of the
Fund's assets in the securities of a single open-end management
investment company with substantially the same fundamental
investment objective, policies and restrictions as the Fund.
The Fund may make commitments more restrictive than
the restrictions listed above so as to permit the sale of Fund
shares in certain states. Should the Fund determine that a
commitment is no longer in the best interest of the Fund and its
shareholders, the Fund reserves the right to revoke the
commitment by terminating the sale of Fund shares in the state
involved.
MANAGEMENT OF THE FUND
Directors and officers of the Fund, together with
information as to their principal business occupations during at
least the last five years, are shown below. Each Director who
is deemed to be an "interested person" of the Fund, as defined
in the Act, is indicated by an asterisk.
Directors and Officers of the Fund
*JOSEPH S. DiMARTINO, Director, Vice President and Investment
Officer. President, Chief Operating Officer and a director
of Dreyfus, Executive Vice President and a director of the
Distributor and an officer, director or trustee of other
investment companies advised or administered by Dreyfus.
He is also a director of Noel Group, Inc., a director and
Corporate Member of The Muscular Dystrophy Association and
a Trustee of Bucknell University. His address is 200 Park
Avenue, New York, New York 10166.
JOHN M. FRASER, JR., Director. President of Fraser Associates,
a service company for planning and arranging corporate
meetings and other events. From September 1975 to June
1978, he was Executive Vice President of Flagship Cruises,
Ltd. Prior thereto, he was Senior Vice President and
Resident Director of the Swedish-American Line for the
United States and Canada. His address is 965 Fifth Avenue,
New York, New York 10021.
ROBERT R. GLAUBER, Director. Research Fellow, Center for
Business and Government at the John F. Kennedy School of
Government, Harvard University since January 1992. He was
Under Secretary of the Treasury for Finance at the U.S.
Treasury Department from May 1989 to January 1992. For
more than five years prior thereto, he was a Professor of
Finance at the Graduate School of Business Administration
of Harvard University and, from 1985 to 1989, Chairman of
its Advanced Management Program. His address is 79 John F.
Kennedy Street, Cambridge, Massachusetts 02138.
JAMES F. HENRY, Director. President of the Center for Public
Resources, a non-profit organization principally engaged in
the development of alternatives to business litigation. He
was of counsel to the law firm of Lovejoy, Wasson & Ashton
from October 1975 to December 1976 and from October 1979 to
June 1983, and was a partner of that firm from January 1977
to September 1979. From September 1971 to December 1976,
he was President and a director of the Edna McConnell Clark
Foundation, a philanthropic organization. His address is
c/o Center for Public Resources, 366 Madison Avenue, New
York, New York 10017.
ROSALIND GERSTEN JACOBS, Director. 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 Vice President of Macy's, New York.
Her address is c/o Corporate Property Investors, 305 East
47th Street, New York, New York 10017.
*IRVING KRISTOL, Director. President and principal shareholder
of Irving Kristol, Inc., which serves as a consultant to
Dreyfus on economic matters. He is also John M. Olin
Distinguished Fellow of the American Enterprise Institute
for Public Policy Research. From 1969 to 1988, he was
Professor of Social Thought at the Graduate School of
Business Administration, New York University. From
September 1969 to August 1979, he was Henry R. Luce
Professor of Urban Values at New York University. He is
also co-editor of The Public Interest magazine and an
author or co-editor of several books. He is also a
director of Lincoln National Corporation, an insurance
company, and Warner-Lambert Company, a pharmaceutical and
consumer products company. His address is c/o The Public
Interest, 1112 16th Street, N.W., Suite 530, Washington,
D.C. 20036.
DR. PAUL A. MARKS, Director. President and Chief Executive
Officer of Memorial Sloan-Kettering Cancer Center. He was
Vice President for Health Sciences and Director of the
Cancer Center at Columbia University from 1973 to September
1980, and Professor of Medicine and of Human Genetics and
Development at Columbia University from 1968 to 1982. He
is also a director of Pfizer, Inc., a pharmaceutical
company, Tularik, Inc., a biotechnology company, the
Charles H. Revson Foundation and Life Technologies, Inc., a
life science company providing products for cell and
molecular biology and microbiology. His address is c/o
Memorial Sloan-Kettering Cancer Center, 1275 York Avenue,
New York, New York 10021.
DR. MARTIN PERETZ, Director. Editor-in-Chief of The New
Republic magazine and a lecturer in social studies at
Harvard University, where he has been a member of the
faculty since 1965. He is also a director of Bank of Leumi
Trust Company of New York and Carmel Container Corporation.
His address is c/o The New Republic, 1220 19th Street,
N.W., Washington, D.C. 20036.
BERT W. WASSERMAN, Director. Executive Vice President and
Chief Financial Officer since January 1990 and a director
from January 1990 to March 1993 of Time Warner Inc. From
1981 to 1990, he was President and a director of Warner
Communications Inc. He is also a member of the Chemical
Bank National Advisory Board. His address is c/o Time
Warner Inc., 75 Rockefeller Plaza, New York, New York
10019.
Mrs. Jacobs, Messrs. Fraser, Glauber, Henry Kristol
and and Wasserman and Drs. Marks and Peretz are also directors
of Dreyfus A Bonds Plus, Inc., Dreyfus Balanced Fund, Inc.,
Dreyfus Growth Opportunity Fund, Inc., Dreyfus International
Equity Fund, Inc., The Dreyfus Leverage Fund, Inc. and Dreyfus
Money Market Instruments, Inc. and trustees of Dreyfus
Institutional Money Market Fund and Dreyfus Variable Investment
Fund. In addition, Mr. Glauber is a director of Dreyfus
California Municipal Income, Inc., The Dreyfus Fund
Incorporated, Dreyfus Municipal Income, Inc., Dreyfus New York
Municipal Income, Inc. and Dreyfus Worldwide Dollar Money Market
Fund, Inc. and a trustee of Dreyfus U.S. Government Income Fund.
For so long as the Fund's plans described in the
section captioned "Distribution Plan and Shareholder Services
Plan" remain in effect, the Directors of the Fund who are not
"interested persons" of the Fund, as defined in the Act, will be
selected and nominated by the Directors who are not "interested
persons" of the Fund.
Officers of the Fund Not Listed Above
THEODORA ZEMEK, Executive Vice President. Head of Fixed
Income of M&G since 1992. Prior thereto, she was employed
by James Capel Fund Managers as a Multicurrency Fixed
Income Manager.
BARBARA L. KENWORTHY, Senior Vice President. An employee
of Dreyfus and an officer of other investment companies
advised and administered by Dreyfus.
PAUL D.A. NIX, Senior Vice President. Chairman,
International Investment Committee and a Director of M&G.
He is an officer of other investment companies managed by
Dreyfus and/or M&G.
WILLIAM VINCENT, Senior Vice President. Alternate Chairman,
International Investment Committee and an employee of M&G
since 1992. Prior thereto, he was Chief Investment Officer
and seconded to Societe General of Touche Remnant.
MARK N. JACOBS, Vice President. Secretary and Deputy General
Counsel of Dreyfus and an officer of other investment
companies advised or administered by Dreyfus.
JEFFREY N. NACHMAN, Vice President and Treasurer. Vice
President-Mutual Fund Accounting of Dreyfus and an
officer of other investment companies advised or
administered by Dreyfus.
THOMAS J. DURANTE, Controller. Senior Accounting Manager in the
Fund Accounting Department of Dreyfus and an officer of
other investment companies advised or administered by
Dreyfus.
DANIEL C. MACLEAN, Secretary. Vice President and General
Counsel of Dreyfus, Secretary of the Distributor and an
officer of other investment companies advised or
administered by Dreyfus.
STEVEN F. NEWMAN, Assistant Secretary. Associate General
Counsel of Dreyfus and an officer of other investment
companies advised or administered by Dreyfus.
CHRISTINE PAVALOS, Assistant Secretary. Assistant Secretary of
Dreyfus, the Distributor and other investment companies
advised or administered by Dreyfus.
The address of each officer of the Fund is 200 Park
Avenue, New York, New York 10166.
MANAGEMENT ARRANGEMENTS
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE
READ IN CONJUNCTION WITH THE SECTION IN THE FUND'S PROSPECTUS
ENTITLED "MANAGEMENT OF THE FUND."
MANAGEMENT AGREEMENT. Dreyfus supervises investment
management of the Fund pursuant to the Management Agreement (the
"Management Agreement") dated February 17, 1994 between Dreyfus
and the Fund. The Management Agreement is subject to annual
approval by (i) the Fund's Board of Directors or (ii) vote of a
majority (as defined in the Act) of the Fund's outstanding
voting securities, provided that in either event its continuance
also is approved by a majority of the Fund's Directors who are
not "interested persons" (as defined in the Act) of the Fund or
Dreyfus, by vote cast in person at a meeting called for the
purpose of voting on such approval. The Management Agreement is
terminable without penalty, on 60 days' notice, by the Fund's
Directors or by vote of the holders of a majority of the Fund's
shares, or, on not less than 90 days' notice, by Dreyfus. The
Management Agreement will terminate automatically in the event
of its assignment (as defined in the Act).
In addition to the persons named in the section
entitled "Management of the Fund," the following persons also
are officers and/or directors of Dreyfus: Howard Stein,
Chairman of the Board of Directors and Chief Executive Officer;
Julian M. Smerling, Vice Chairman of the Board of Directors;
Alan M. Eisner, Vice President and Chief Financial Officer;
David W. Burke, Vice President and Chief Administrative Officer;
Robert F. Dubuss, Vice President; Elie M. Genadry, Vice
President--Institutional Sales; Peter A. Santoriello, Vice
President; Robert H. Schmidt, Vice President; Kirk V. Stumpp,
Vice President--New Product Development; Philip L. Toia, Vice
President; John J. Pyburn and Katherine C. Wickham, Assistant
Vice Presidents; Maurice Bendrihem, Controller; and Mandell L.
Berman, Alvin E. Friedman, Lawrence M. Greene, Abigail Q.
McCarthy and David B. Truman, directors.
Dreyfus pays the salaries of all officers and
employees employed by both it and the Fund, maintains office
facilities, and furnishes the Fund statistical and research
data, clerical help, accounting, data processing, bookkeeping
and internal auditing and certain other required services.
Dreyfus also may make such advertising and promotional
expenditures using its own resources, as it from time to time
deems appropriate.
SUB-INVESTMENT ADVISORY AGREEMENT. M&G provides
investment advisory assistance and day-to-day management of the
Fund's investments pursuant to the Sub-Investment Advisory
Agreement (the "Sub-Advisory Agreement") dated February 17, 1994
between M&G and Dreyfus. The Sub-Advisory Agreement is subject
to annual approval by (i) the Fund's Board of Directors or (ii)
vote of a majority (as defined in the Act) of the Fund's
outstanding voting securities, provided that in either event the
continuance also is approved by a majority of the Fund's
Directors who are not "interested persons" (as defined in the
Act) of the Fund or M&G, by vote cast in person at a meeting
called for the purpose of voting on such approval. The
Sub-Advisory Agreement is terminable without penalty, (i) by
Dreyfus on 60 days' notice, (ii) by the Fund's Board of
Directors or by vote of the holders of a majority of the Fund's
shares on 60 days' notice, or (iii) by M&G on not less than 90
days' notice. The Sub-Advisory Agreement will terminate
automatically in the event of its assignment (as defined in the
Act) or upon the termination of the Management Agreement for any
reason.
In addition to the persons named in the section
entitled "Management of the Fund," the following persons are
officers and/or directors of M&G: Laurence E. Linaker, Chairman
of the Board of Directors; David L. Morgan, Managing Director
and a director; John P. Allard, John W. Boeckmann, Gordon P.
Craig, Robert A. R. Hayes, Richard S. Hughes, David J. Hutchins,
Peter D. Jones, James R.D. Korner, Ewen A. Macpherson, Paul R.
Marsh, Michael G. McLintock, Nigel D. Morrison, Roger D.
Nightingale, Paul D.A. Nix, William J. Nott, Neil A. Pegrum,
Duncan N. Robertson, J. Christopher Whitaker, directors; and
Anthony J. Ashplant, Secretary.
M&G provides day-to-day management of the Fund's
investments in accordance with the stated policies of the Fund,
subject to the supervision of Dreyfus and approval of the Fund's
Board of Directors. Dreyfus and M&G provide the Fund with
Investment Officers who are authorized by the Board of Directors
to execute purchases and sales of securities. The Fund's
Investment Officers are Joseph S. DiMartino, William Vincent,
Barbara L. Kenworthy, Paul D.A. Nix and Theodora Zemek. Dreyfus
also maintains a research department with a professional staff
of portfolio managers and securities analysts who provide
research services for the Fund as well as other funds advised by
Dreyfus. All purchases and sales are reported for the Board of
Directors' review at the meeting subsequent to such
transactions.
EXPENSES. All expenses incurred in the operation of
the Fund are borne by the Fund, except to the extent
specifically assumed by Dreyfus and/or M&G. The expenses borne
by the Fund include: organizational costs, taxes, interest,
loan commitment fees, interest and distributions paid on
securities sold short, brokerage fees and commissions, if any,
fees of Directors who are not officers, directors, employees or
holders of 5% or more of the outstanding voting securities of
Dreyfus or M&G or any of their affiliates, Securities and
Exchange Commission fees, state Blue Sky qualification fees,
advisory fees, charges of custodians, transfer and dividend
disbursing agents' fees, certain insurance premiums, industry
association fees, outside auditing and legal expenses, costs of
maintaining the Fund's existence, costs of independent pricing
services, costs attributable to investor services (including,
without limitation, telephone and personnel expenses), costs of
shareholders' reports and meetings, and any extraordinary
expenses. The Fund is subject to an annual distribution fee for
advertising, marketing and distributing its shares and an annual
service fee for ongoing personal services relating to
shareholder accounts and services related to the maintenance of
shareholder accounts. See "Distribution Plan and Shareholder
Services Plan."
Dreyfus and M&G have agreed that if in any fiscal year
the aggregate expenses of the Fund, exclusive of interest,
taxes, brokerage and (with the prior written consent of the
necessary state securities commissions) extraordinary expenses,
but including the management fee, exceed the expense limitation
of any state having jurisdiction over the Fund, Dreyfus and M&G
will bear the excess expense in proportion to their management
fee and sub-advisory fee to the extent required by state law.
Such payment, if any, will be estimated daily, and reconciled
and paid on a monthly basis.
DISTRIBUTION PLAN AND SHAREHOLDER SERVICES PLAN
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE
READ IN CONJUNCTION WITH THE SECTION IN THE FUND'S PROSPECTUS
ENTITLED "DISTRIBUTION PLAN AND SHAREHOLDER SERVICES PLAN."
The Fund's shares are subject to a Distribution Plan
and a Shareholder Services Plan.
DISTRIBUTION PLAN. Rule 12b-1 (the "Rule") adopted by
the Securities and Exchange Commission under the Act provides,
among other things, that an investment company may bear expenses
of distributing its shares only pursuant to a plan adopted in
accordance with the Rule. The Fund's Board of Directors has
adopted such a plan (the "Distribution Plan") with respect to
the Fund's shares, pursuant to which the Fund pays the
Distributor for advertising, marketing and distributing the
Fund's shares. Under the Distribution Plan, the Distributor may
make payments to certain financial institutions, securities
dealers and other financial industry professionals
(collectively, "Service Agents") in respect to these services.
The Fund's Board of Directors believes that there is a
reasonable likelihood that the Distribution Plan will benefit
the Fund and its shareholders. In some states, certain
financial institutions effecting transactions in Fund shares may
be required to register as dealers pursuant to state law.
A quarterly report of the amounts expended under the
Distribution Plan, and the purposes for which such expenditures
were incurred, must be made to the Directors for their review.
In addition, the Distribution Plan provides that it may not be
amended to increase materially the costs which Fund shareholders
may bear for distribution pursuant to the Distribution Plan
without shareholder approval and that other material amendments
of the Distribution Plan must be approved by the Board of
Directors, and by the Directors who are not "interested persons"
(as defined in the Act) of the Fund and have no direct or
indirect financial interest in the operation of the Distribution
Plan or in any agreements entered into in connection with the
Distribution Plan, by vote cast in person at a meeting called
for the purpose of considering such amendments. The
Distribution Plan is subject to annual approval by such vote of
the Directors cast in person at a meeting called for the purpose
of voting on the Distribution Plan. The Distribution Plan was
so approved by the Directors at a meeting held on February 17,
1994. The Distribution Plan may be terminated at any time by
vote of a majority of the Directors who are not "interested
persons" and have no direct or indirect financial interest in
the operation of the Distribution Plan or in any agreements
entered into in connection with the Distribution Plan or by vote
of the holders of a majority of the Fund's shares.
SHAREHOLDER SERVICES PLAN. The Fund has adopted a
Shareholder Services Plan, pursuant to which the Fund pays the
Distributor for the provision of certain services to Fund
shareholders.
A quarterly report of the amounts expended under the
Shareholder Services Plan, and the purposes for which such
expenditures were incurred, must be made to the Directors for
their review. In addition, the Shareholder Services Plan
provides that it may not be amended without approval of the
Directors, and by the Directors who are not "interested persons"
(as defined in the Act) of the Fund and have no direct or
indirect financial interest in the operation of the Shareholder
Services Plan or in any agreements entered into in connection
with the Shareholder Services Plan, by vote cast in person at a
meeting called for the purpose of considering such amendments.
The Shareholder Services Plan is subject to annual approval by
such vote of the Directors cast in person at a meeting called
for the purpose of voting on the Shareholder Services Plan. The
Shareholder Services Plan was so approved on February 17, 1994.
The Shareholder Services Plan is terminable at any time by vote
of a majority of the Directors who are not "interested persons"
and have no direct or indirect financial interest in the
operation of the Shareholder Services Plan or in any agreements
entered into in connection with the Shareholder Services Plan.
PURCHASE OF FUND SHARES
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE
READ IN CONJUNCTION WITH THE SECTION IN THE FUND'S PROSPECTUS
ENTITLED "HOW TO BUY FUND SHARES."
THE DISTRIBUTOR. The Distributor serves as the Fund's
distributor pursuant to an agreement which is renewable
annually. The Distributor also acts as distributor for the
other funds in the Dreyfus Family of Funds and for certain other
investment companies.
DREYFUS TELETRANSFER PRIVILEGE. Dreyfus TeleTransfer
purchase orders may be made between the hours of 8:00 a.m. and
4:00 p.m., New York time, on any business day that The
Shareholder Services Group, Inc., the Fund's transfer and
dividend disbursing agent (the "Transfer Agent"), and the New
York Stock Exchange are open. Such purchases will be credited
to the shareholder's Fund account on the next bank business day.
To qualify to use the Dreyfus TeleTransfer Privilege, the
initial payment for purchase of Fund shares must be drawn on,
and redemption proceeds paid to, the same bank and account as
are designated on the Account Application or Shareholder
Services Form on file. If the proceeds of a particular
redemption are to be wired to an account at any other bank, the
request must be in writing and signature-guaranteed. See
"Redemption of Fund Shares--Dreyfus TeleTransfer Privilege."
REOPENING AN ACCOUNT. An investor may reopen an
account with a minimum investment of $100 without filing a new
Account Application during the calendar year the account is
closed or during the following calendar year, provided the
information on the old Account Application is still applicable.
REDEMPTION OF FUND SHARES
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE
READ IN CONJUNCTION WITH THE SECTION IN THE FUND'S PROSPECTUS
ENTITLED "HOW TO REDEEM FUND SHARES."
WIRE REDEMPTION PRIVILEGE. By using this Privilege,
the investor authorizes the Transfer Agent to act on wire or
telephone redemption instructions from any person representing
himself or herself to be the investor, or a representative of
the investor's Service Agent, and reasonably believed by the
Transfer Agent to be genuine. Ordinarily, the Fund will
initiate payment for shares redeemed pursuant to this Privilege
on the next business day after receipt if the Transfer Agent
receives the redemption request in proper form. Redemption
proceeds will be transferred by Federal Reserve wire only to the
commercial bank account specified by the investor on the Account
Application or Optional Services Form. Redemption proceeds, if
wired, must be in the amount of $1,000 or more and will be wired
to the investor's account at the bank of record designated in
the investor's file at the Transfer Agent, if the investor's
bank is a member of the Federal Reserve System, or to a
correspondent bank if the investor's bank is not a member. Fees
ordinarily are imposed by such bank and usually are borne by the
investor. Immediate notification by the correspondent bank to
the investor's bank is necessary to avoid a delay in crediting
the funds to the investor's bank account.
Investors with access to telegraphic equipment may
wire redemption requests to the Transfer Agent by employing the
following transmittal code which may be used for domestic or
overseas transmissions:
Transfer Agent's
Transmittal Code Answer Back Sign
144295 144295 TSSG PREP
Investors who do not have direct access to telegraphic
equipment may have the wire transmitted by contacting a TRT
Cables operator at 1-800-654-7171, toll free. Investors should
advise the operator that the above transmittal code must be used
and should also inform the operator of the Transfer Agent's
answer back sign.
To change the commercial bank or account designated to
receive redemption proceeds, a written request must be sent to
the Transfer Agent. This request must be signed by each
shareholder, with each signature guaranteed as described below
under "Stock Certificates; Signatures."
DREYFUS TELETRANSFER PRIVILEGE. Investors should be
aware that if they have selected the Dreyfus TeleTransfer
Privilege, any request for a wire redemption will be effected as
a Dreyfus TeleTransfer transaction through the Automated
Clearing House ("ACH") system unless more prompt transmittal
specifically is requested. Redemption proceeds will be on
deposit in the investor's account at an ACH member bank
ordinarily two business days after receipt of the redemption
request. See "Purchase of Fund Shares--Dreyfus TeleTransfer
Privilege."
STOCK CERTIFICATES; SIGNATURES. Any certificates
representing Fund shares to be redeemed must be submitted with
the redemption request. Written redemption requests must be
signed by each shareholder, including each holder of a joint
account, and each signature must be guaranteed. Signatures on
endorsed certificates submitted for redemption also must be
guaranteed. The Transfer Agent has adopted standards and
procedures pursuant to which signature-guarantees in proper form
generally will be accepted from domestic banks, brokers,
dealers, credit unions, national securities exchanges,
registered securities associations, clearing agencies and
savings associations, as well as from participants in the New
York Stock Exchange Medallion Signature Program, the Securities
Transfer Agents Medallion Program ("STAMP") and the Stock
Exchanges Medallion Program. Guarantees must be signed by an
authorized signatory of the guarantor and "Signature-Guaranteed"
must appear with the signature. The Transfer Agent may request
additional documentation from corporations, executors,
administrators, trustees or guardians, and may accept other
suitable verification arrangements from foreign investors, such
as consular verification. For more information with respect to
signature-guarantees, please call one of the telephone numbers
listed on the cover.
REDEMPTION COMMITMENT. The Fund has committed itself
to pay in cash all redemption requests by any shareholder of
record, limited in amount during any 90-day period to the lesser
of $250,000 or 1% of the value of the Fund's net assets at the
beginning of such period. Such commitment is irrevocable
without the prior approval of the Securities and Exchange
Commission. In the case of requests for redemption in excess of
such amount, the Board of Directors reserves the right to make
payments in whole or in part in securities or other assets in
case of an emergency or any time a cash distribution would
impair the liquidity of the Fund to the detriment of the
existing shareholders. In such event, the securities would be
valued in the same manner as the Fund's portfolio is valued. If
the recipient sold such securities, brokerage charges would be
incurred.
SUSPENSION OF REDEMPTIONS. The right of redemption
may be suspended or the date of payment postponed (a) during any
period when the New York Stock Exchange is closed (other than
customary weekend and holiday closings), (b) when trading in the
markets the Fund ordinarily utilizes is restricted, or when an
emergency exists as determined by the Securities and Exchange
Commission so that disposal of the Fund's investments or
determination of its net asset value is not reasonably
practicable, or (c) for such other periods as the Securities and
Exchange Commission by order may permit to protect the Fund's
shareholders.
SHAREHOLDER SERVICES
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE
READ IN CONJUNCTION WITH THE SECTION IN THE FUND'S PROSPECTUS
ENTITLED "SHAREHOLDER SERVICES."
EXCHANGE PRIVILEGE. Shares of other funds purchased
by exchange will be purchased on the basis of relative net asset
value per share as follows:
A. Exchanges for shares of funds that are offered
without a sales load will be made without a sales
load.
B. Shares of funds purchased without a sales load
may be exchanged for shares of other funds sold
with a sales load, and the applicable sales load
will be deducted.
C. Shares of funds purchased with a sales load may
be exchanged without a sales load for shares of
other funds sold without a sales load.
D. Shares of funds purchased with a sales load,
shares of funds acquired by a previous exchange
from shares purchased with a sales load and
additional shares acquired through reinvestment
of dividends or distributions of any such funds
(collectively referred to herein as "Purchased
Shares") may be exchanged for shares of other
funds sold with a sales load (referred to herein
as "Offered Shares"), provided that, if the sales
load applicable to the Offered Shares exceeds the
maximum sales load that could have been imposed
in connection with the Purchased Shares (at the
time the Purchased Shares were acquired), without
giving effect to any reduced loads, the
difference will be deducted.
To accomplish an exchange under item D above,
shareholders must notify the Transfer Agent of their prior
ownership of fund shares and their account number.
To use this Privilege, an investor or the investor's
Service Agent acting on the investor's behalf must give exchange
instructions to the Transfer Agent in writing, by wire or by
telephone. Telephone exchanges may be made only if the
appropriate "YES" box has been checked on the Account
Application, or a separate signed Shareholder Services Form is
on file with the Transfer Agent. By using this Privilege, the
investor authorizes the Transfer Agent to act on telephonic,
telegraphic or written exchange instructions from any person
representing himself or herself to be the investor or a
representative of the investor's Service Agent, and reasonably
believed by the Transfer Agent to be genuine. Telephone
exchanges may be subject to limitations as to the amount
involved or the number of telephone exchanges permitted. Shares
issued in certificate form are not eligible for telephone
exchange.
To establish a Personal Retirement Plan by exchange,
shares of the fund being exchanged must have a value of at least
the minimum initial investment required for the fund into which
the exchange is being made. For Dreyfus-sponsored Keogh Plans,
IRAs and IRAs set up under a Simplified Employee Pension Plan
("SEP-IRAs") with only one participant, the minimum initial
investment is $750. To exchange shares held in Corporate Plans,
403(b)(7) Plans and SEP-IRAs with more than one participant, the
minimum initial investment is $100 if the plan has at least
$2,500 invested among the funds in the Dreyfus Family of Funds.
To exchange shares held in Personal Retirement Plans, the shares
exchanged must have a current value of at least $100.
DREYFUS AUTO-EXCHANGE PRIVILEGE. Dreyfus Auto-
Exchange permits an investor to purchase, in exchange for shares
of the Fund, shares of another fund in the Dreyfus Family of
Funds. This Privilege is available only for existing accounts.
Shares will be exchanged on the basis of relative net asset
value as set forth under "Exchange Privilege" above. Enrollment
in or modification or cancellation of this Privilege is
effective three business days following notification by the
investor. An investor will be notified if his account falls
below the amount designated to be exchanged under this
Privilege. In this case, an investor's account will fall to
zero unless additional investments are made in excess of the
designated amount prior to the next Auto-Exchange transaction.
Shares held under IRA and other retirement plans are eligible
for this Privilege. Exchanges of IRA shares may be made between
IRA accounts and from regular accounts to IRA accounts, but not
from IRA accounts to regular accounts. With respect to all
other retirement accounts, exchanges may be made only among
those accounts.
The Exchange Privilege and Dreyfus Auto-Exchange
Privilege are available to shareholders resident in any state in
which shares of the fund being acquired may legally be sold.
Shares may be exchanged only between accounts having identical
names and other identifying designations.
Optional Services Forms and prospectuses of the other
funds may be obtained from the Distributor, 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144. The Fund reserves
the right to reject any exchange request in whole or in part.
The Exchange Privilege or Dreyfus Auto-Exchange Privilege may be
modified or terminated at any time upon notice to shareholders.
AUTOMATIC WITHDRAWAL PLAN. The Automatic Withdrawal
Plan permits an investor with a $5,000 minimum account to
request withdrawal of a specified dollar amount (minimum of $50)
on either a monthly or quarterly basis. Withdrawal payments are
the proceeds from sales of Fund shares, not the yield on the
shares. If withdrawal payments exceed reinvested dividends and
distributions, the investor's shares will be reduced and
eventually may be depleted. An Automatic Withdrawal Plan may be
established by completing the appropriate application available
from the Distributor. There is a service charge of $.50 for
each withdrawal check. Automatic Withdrawal may be terminated
at any time by the investor, the Fund or the Transfer Agent.
Shares for which certificates have been issued may not be
redeemed through the Automatic Withdrawal Plan.
DREYFUS DIVIDEND SWEEP PRIVILEGE. Dreyfus Dividend
Sweep Privilege allows investors to invest on the payment date
their dividends or dividends and capital gain distributions, if
any, from the Fund in shares of another fund in the Dreyfus
Family of Funds of which the investor is a shareholder. Shares
of other funds purchased pursuant to this Privilege will be
purchased on the basis of relative net asset value per share as
follows:
A. Dividends and distributions paid by a fund may be
invested without imposition of a sales load in
shares of other funds that are offered without a
sales load.
B. Dividends and distributions paid by a fund which
does not charge a sales load may be invested in
shares of other funds sold with a sales load, and
the applicable sales load will be deducted.
C. Dividends and distributions paid by a fund which
charges a sales load may be invested in shares of
other funds sold with a sales load (referred to
herein as "Offered Shares"), provided that, if
the sales load applicable to the Offered Shares
exceeds the maximum sales load charged by the
fund from which dividends or distributions are
being swept, without giving effect to any reduced
loads, the difference will be deducted.
D. Dividends and distributions paid by a fund may be
invested in shares of other funds that impose a
contingent deferred sales charge and the
applicable contingent deferred sales charge, if
any, will be imposed upon redemption of such
shares.
CORPORATE PENSION/PROFIT-SHARING AND PERSONAL
RETIREMENT PLANS. The Fund makes available to corporations a
variety of prototype pension and profit-sharing plans including
a 401(k) Salary Reduction Plan. In addition, the Fund makes
available Keogh Plans, IRAs, including SEP-IRAs and IRA
"Rollover Accounts," and 403(b)(7) Plans. Plan support services
also are available. For details, please contact the Dreyfus
Group Retirement Plans, a division of the Distributor, by
calling toll free 1-800-358-5566.
Investors who wish to purchase Fund shares in
conjunction with a Keogh Plan, a 403(b)(7) Plan or an IRA,
including an SEP-IRA, may request from the Distributor forms for
adoption of such plans.
The entity acting as custodian for Keogh Plans,
403(b)(7) Plans or IRAs may charge a fee, payment of which could
require the liquidation of shares. All fees charged are
described in the appropriate form.
SHARES MAY BE PURCHASED IN CONNECTION WITH THESE PLANS
ONLY BY DIRECT REMITTANCE TO THE ENTITY ACTING AS CUSTODIAN.
PURCHASES FOR THESE PLANS MAY NOT BE MADE IN ADVANCE OF RECEIPT
OF FUNDS.
The minimum initial investment for corporate plans,
Salary Reduction Plans, 403(b)(7) Plans and SEP-IRAs with more
than one participant, is $2,500 with no minimum or subsequent
purchases. The minimum initial investment for Dreyfus-sponsored
Keogh Plans, IRAs, SEP-IRAs and 403(b)(7) Plans with only one
participant, is normally $750, with no minimum on subsequent
purchases. Individuals who open an IRA may also open a non-
working spousal IRA with a minimum investment of $250.
The investor should read the Prototype Retirement Plan
and the appropriate form of Custodial Agreement for further
details on eligibility, service fees and tax implications, and
should consult a tax adviser.
DETERMINATION OF NET ASSET VALUE
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE
READ IN CONJUNCTION WITH THE SECTION IN THE FUND'S PROSPECTUS
ENTITLED "HOW TO BUY FUND SHARES."
VALUATION OF PORTFOLIO SECURITIES. The Fund's
securities, including covered call options written by the Fund,
are valued at the last sale price on the securities exchange or
national securities market on which such securities primarily
are traded. Securities not listed on an exchange or national
securities market, or securities in which there were no
transactions, are valued at the average of the most recent bid
and asked prices, except in the case of open short positions
where the asked price is used for valuation purposes. Bid price
is used when no asked price is available. Any assets or
liabilities initially expressed in terms of foreign currency
will be translated into dollars at the midpoint of the New York
interbank market spot exchange rate as quoted on the day of such
translation by the Federal Reserve Bank of New York or if no
such rate is quoted on such date, at the exchange rate
previously quoted by the Federal Reserve Bank of New York or at
such other quoted market exchange rate as may be determined to
be appropriate by the Advisers. Forward currency contracts will
be valued at the current cost of offsetting the contract.
Because of the need to obtain prices as of the close of trading
on various exchanges throughout the world, the calculation of
net asset value does not take place contemporaneously with the
determination of prices of a majority of the Fund's securities.
Short-term investments are carried at amortized cost, which
approximates value. Any securities or other assets for which
recent market quotations are not readily available are valued at
fair value as determined in good faith by the Fund's Board of
Directors. Expenses and fees of the Fund, including the
management fee paid by the Fund and distribution and service
fees, are accrued daily and taken into account for the purpose
of determining the net asset value of Fund shares.
Restricted securities, as well as securities or other
assets for which market quotations are not readily available, or
are not valued by a pricing service approved by the Board of
Directors, are valued at fair value as determined in good faith
by the Board of Directors. The Board of Directors will review
the method of valuation on a current basis. In making their
good faith valuation of restricted securities, the Directors
generally will take the following factors into consideration:
restricted securities which are, or are convertible into,
securities of the same class of securities for which a public
market exists usually will be valued at market value less the
same percentage discount at which purchased. This discount will
be revised periodically by the Board of Directors if the
Directors believe that it no longer reflects the value of the
restricted securities. Restricted securities not of the same
class as securities for which a public market exists usually
will be valued initially at cost. Any subsequent adjustment
from cost will be based upon considerations deemed relevant by
the Board of Directors.
NEW YORK STOCK EXCHANGE CLOSINGS. The holidays (as
observed) on which the New York Stock Exchange is closed
currently are: New Year's Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving and
Christmas.
DIVIDENDS, DISTRIBUTIONS AND TAXES
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE
READ IN CONJUNCTION WITH THE SECTION IN THE FUND'S PROSPECTUS
ENTITLED "DIVIDENDS, DISTRIBUTIONS AND TAXES."
It is expected that the Fund will qualify as a
"regulated investment company" under the Code, as long as such
qualification is in the best interests of its shareholders. As
a regulated investment company, the Fund will pay no Federal
income tax on net investment income and net realized securities
gains to the extent that such income and gains are distributed
to shareholders in accordance with applicable provisions of the
Code. To qualify as a regulated investment company, the Fund
must pay out to its shareholders at least 90% of its net income
(consisting of net investment income and net short-term capital
gain), must derive less than 30% of its annual gross income from
gain on the sale of securities held for less than three months,
and must meet certain asset diversification and other
requirements. Accordingly, the Fund may be restricted in the
selling of securities held for less than three months. The
Code, however, allows the Fund to net certain offsetting
positions, making it easier for the Fund to satisfy the 30%
test. The term "regulated investment company" does not imply
the supervision of management or investment practices or
policies by any government agency.
Any dividend or distribution paid shortly after an
investor's purchase may have the effect of reducing the net
asset value of the shares below the cost of the investment.
Such a dividend or distribution would be a return of investment
in an economic sense, although taxable as stated above. In
addition, the Code provides that if a shareholder holds shares
of the Fund for six months or less and has received a capital
gain distribution with respect to such shares, any loss incurred
on the sale of such shares will be treated as long-term capital
loss to the extent of the capital gain distribution received.
Ordinarily, gains and losses realized from portfolio
transactions will be treated as capital gains and losses.
However, a portion of the gain or loss realized from the
disposition of non-U.S. dollar denominated securities (including
debt instruments, certain financial futures and options, and
certain preferred stock) may be treated as ordinary income or
loss under Section 988 of the Code. In addition, all or a
portion of the gain realized from the disposition of certain
market discount bonds will be treated as ordinary income under
Section 1276 of the Code. Finally, all or a portion of the gain
realized from engaging in "conversion transactions" may be
treated as ordinary income under Section 1258. "Conversion
transactions" are defined to include certain forward, futures,
option and "straddle" transactions, transactions marketed or
sold to produce capital gains, or transactions described in
Treasury regulations to be issued in the future.
The Fund may qualify for and may make an election
permitted under Section 853 of the Code so that shareholders may
be eligible to claim a credit or deduction on their Federal
income tax returns for, and will be required to treat as part of
the amounts distributed to them, their pro rata portion of
qualified taxes paid or incurred by the Fund to foreign
countries (which taxes relate primarily to investment income).
The Fund may make an election under Section 853, provided that
more than 50% of the value of the Fund's total assets at the
close of the taxable year consists of securities in foreign
corporations, and the Fund satisfies the applicable distribution
provisions of the Code. The foreign tax credit available to
shareholders is subject to certain limitations imposed by the
Code.
Under Section 1256 of the Code, any gain or loss the
Fund realizes from certain forward contracts and options
transactions will be treated as 60% long-term capital gain or
loss and 40% short-term capital gain or loss. Gain or loss will
arise upon exercise or lapse of such contracts and options as
well as from closing transactions. In addition, any such
contracts or options remaining unexercised at the end of the
Fund's taxable year will be treated as sold for their then fair
market value, resulting in additional gain or loss to the Fund
characterized in the manner described above.
Offsetting positions held by the Fund involving
certain foreign currency forward contracts or options may
constitute "straddles." "Straddles" are defined to include
"offsetting positions" in actively traded personal property.
The tax treatment of "straddles" is governed by Section 1092 of
the Code, which, in certain circumstances, overrides or modifies
the provisions of Sections 1256 and 988. If the Fund were
treated as entering into "straddles" by reason of its engaging
in certain forward contracts or options transactions, such
"straddles" would be characterized as "mixed straddles" if the
forward contracts or options transactions comprising a part of
such "straddles" were governed by Section 1256. The Fund may
make one or more elections with respect to "mixed straddles."
Depending on which election is made, if any, the results to the
Fund may differ. If no election is made to the extent the
"straddle" rules apply to positions established by the Fund,
losses realized by the Fund will be deferred to the extent of
unrealized gain in the offsetting position. Moreover, as a
result of the "straddle" rules, short-term capital loss on
"straddle" positions may be recharacterized as long-term capital
loss, and long-term capital gains may be treated as short-term
capital gains or ordinary income.
Investment by the Fund in securities issued at a
discount or providing for deferred interest or for payment of
interest in the form of additional obligations could under
special tax rules affect the amount, timing and character of
distributions to shareholders by causing the Fund to recognize
income prior to the receipt of cash payments. For example, the
Fund could be required to accrue as income each year a portion
of the discount (or deemed discount) at which such securities
were issued and to distribute such income. In such case, the
Fund may have to dispose of securities which it might otherwise
have continued to hold in order to generate cash to satisfy
these distribution requirements.
PORTFOLIO TRANSACTIONS
Dreyfus assumes general supervision over placing
orders on behalf of the Fund for the purchase or sale of
investment securities. Allocation of brokerage transactions,
including their frequency, is made in Dreyfus' best judgment and
in a manner deemed fair and reasonable to shareholders. The
primary consideration is prompt execution of orders at the most
favorable net price. Subject to this consideration, the brokers
selected will include those that supplement the Advisers'
research facilities with statistical data, investment
information, economic facts and opinions. Information so
received is in addition to and not in lieu of services required
to be performed by the Advisers and the Advisers' fees are not
reduced as a consequence of the receipt of such supplemental
information.
Such information may be useful to Dreyfus in serving
both the Fund and other funds which it advises and to M&G in
serving both the Fund and the other funds or accounts it
advises, and, conversely, supplemental information obtained by
the placement of business of other clients may be useful to the
Advisers in carrying out their obligations to the Fund. Brokers
also will be selected because of their ability to handle special
executions such as are involved in large block trades or broad
distributions, provided the primary consideration is met. Large
block trades may, in certain cases, result from two or more
funds advised or administered by Dreyfus being engaged
simultaneously in the purchase or sale of the same security.
Certain of the Fund's transactions in securities of foreign
issuers may not benefit from the negotiated commission rates
available to the Fund for transactions in securities of domestic
issuers. When transactions are executed in the over-the-counter
market, the Fund will deal with the primary market makers unless
a more favorable price or execution otherwise is obtainable.
Foreign exchange transactions are made with banks or institu-
tions in the interbank market at prices reflecting a mark-up or
mark-down and/or commission.
Portfolio turnover may vary from year to year, as well
as within a year. High turnover rates are likely to result in
comparatively greater brokerage expenses. The overall
reasonableness of brokerage commissions paid is evaluated by the
Advisers based upon their knowledge of available information as
to the general level of commissions paid by other institutional
investors for comparable services.
PERFORMANCE INFORMATION
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE
READ IN CONJUNCTION WITH THE SECTION IN THE FUND'S PROSPECTUS
ENTITLED "PERFORMANCE INFORMATION."
Current yield is computed pursuant to a formula which
operates as follows: The amount of the Fund's expenses accrued
for the 30-day period (net of reimbursements) is subtracted from
the amount of the dividends and interest earned (computed in
accordance with regulatory requirements) by the Fund during the
period. That result is then divided by the product of: (a) the
average daily number of shares outstanding during the period
that were entitled to receive dividends, and (b) the net asset
value per share on the last day of the period less any
undistributed earned income per share reasonably expected to be
declared as a dividend shortly thereafter. The quotient is then
added to 1, and that sum is raised to the 6th power, after which
1 is subtracted. The current yield is then arrived at by
multiplying the result by 2.
Average annual total return is calculated by
determining the ending redeemable value of an investment
purchased at net asset value per share with a hypothetical
$1,000 payment made at the beginning of the period (assuming the
reinvestment of dividends and distributions), dividing by the
amount of the initial investment, taking the "n"th root of the
quotient (where "n" is the number of years in the period) and
subtracting 1 from the result.
Total return is calculated by subtracting the amount
of the Fund's net asset value per share at the beginning of a
stated period from the net asset value per share at the end of
the period (after giving effect to the reinvestment of dividends
and distributions during the period) and dividing the result by
the net asset value per share at the beginning of the period.
INFORMATION ABOUT THE FUND
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE
READ IN CONJUNCTION WITH THE SECTION IN THE FUND'S PROSPECTUS
ENTITLED "GENERAL INFORMATION."
Each Fund share has one vote and, when issued and paid
for in accordance with the terms of the offering, is fully paid
and non-assessable. Fund shares are of one class and have equal
rights as to dividends and in liquidation. Shares have no
preemptive, subscription or conversion rights and are freely
transferable.
The Fund will send annual and semi-annual financial
statements to all its shareholders.
CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT, COUNSEL
AND INDEPENDENT AUDITORS
The Bank of New York, 110 Washington Street, New York,
New York 10286, is the Fund's custodian. The Shareholder
Services Group, Inc., a subsidiary of First Data Corporation,
P.O. Box 9671, Providence, Rhode Island 02940-9671, is the
Fund's transfer and dividend disbursing agent. Neither The Bank
of New York nor The Shareholder Services Group, Inc. has any
part in determining the investment policies of the Fund or which
securities are to be purchased or sold by the Fund.
Stroock & Stroock & Lavan, 7 Hanover Square, New York,
New York 10004-2696, as counsel for the Fund, has rendered its
opinion as to certain legal matters regarding the due
authorization and valid issuance of the shares of Common Stock
being sold pursuant to the Fund's Prospectus.
Ernst & Young, 787 Seventh Avenue, New York, New York
10019, independent auditors, have been selected as auditors of
the Fund.
DREYFUS GLOBAL BOND FUND, INC.
Statement of Assets and Liabilities
February 18, 1994
ASSETS
Cash $100,000
Deferred organization and initial offering
expenses 66,500
Total Assets 166,500
LIABILITIES
Accrued organization and initial offering
expenses 66,500
NET ASSETS applicable to 8,000 shares of common
stock ($.001 par value) issued and out-
standing (300 million shares authorized) . . . . . .$100,000
NET ASSET VALUE, offering and redemption price per
share ($100,000 * 8,000 shares). . . . . . . . . . $ 12.50
NOTE - Dreyfus Global Bond Fund, Inc. (the "Fund") was organized
as a Maryland corporation on September 8, 1993 and has had no
operations since that date other than matters relating to its
organization and registration as a non-diversified, open-end
investment company under the Investment Company Act of 1940 and
the Securities Act of 1933 and the sale and issuance of 8,000
shares of common stock to The Dreyfus Corporation ("Initial
Shares"). Organization expenses payable by the Fund have been
deferred and will be amortized from the date operations commence
over a period which it is expected that a benefit will be
realized, not to exceed five years. If any of the Initial
Shares are redeemed during the amortization period by any holder
thereof, the redemption proceeds will be reduced by any
unamortized organization expenses in the same proportion as the
number of Initial Shares being redeemed bears to the number of
Initial Shares outstanding at the time of the redemption.
REPORT OF INDEPENDENT AUDITORS
Shareholder and Board of Directors
Dreyfus Global Bond Fund, Inc.
We have audited the accompanying statement of assets and liabil-
ities of Dreyfus Global Bond Fund, Inc. as of February 18, 1994.
This statement of assets and liabilities is the responsibility
of the Fund's management. Our responsibility is to express an
opinion on this statement of assets and liabilities based on our
audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
this statement of assets and liabilities is free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the statement
of assets and liabilities. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall statement of
assets and liabilities presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the statement of assets and liabilities referred
to above presents fairly, in all material respects, the
financial position of Dreyfus Global Bond Fund, Inc. at February
18, 1994, in conformity with generally accepted accounting
principles.
New York, New York
February 22, 1994
ERNST & YOUNG
<PAGE>
APPENDIX
Description of certain ratings assigned by Standard &
Poor's Corporation ("S&P"), Moody's Investors Service, Inc.
("Moody's"), Fitch Investors Service, Inc. ("Fitch") and Duff &
Phelps, Inc. ("Duff"):
S&P
BOND RATINGS
AAA
Bonds rated AAA have the highest rating assigned by
S&P. Capacity to pay interest and repay principal is extremely
strong.
AA
Bonds rated AA have a very strong capacity to pay
interest and repay principal and differ from the highest rated
issues only in small degree.
A
Bonds rated A have a strong capacity to pay interest
and repay principal although they are somewhat more susceptible
to the adverse effects of changes in circumstances and economic
conditions than obligations in higher rated categories.
BBB
Bonds rated BBB are regarded as having an adequate
capacity to pay interest and repay principal. Whereas they
normally exhibit adequate protection parameters, adverse
economic conditions or changing circumstances are more likely to
lead to a weakened capacity to pay interest and repay principal
for bonds in this category than for bonds in higher rated
categories.
BB, B, CCC, CC, C
Debt rated BB, B, CCC, CC and C is regarded as having
predominantly speculative characteristics with respect to
capacity to pay interest and repay principal. BB indicates the
least degree of speculation and C the highest degree of
speculation. While such debt will likely have some quality and
protective characteristics, these are outweighed by large
uncertainties or major risk exposures to adverse conditions.
BB
Debt rated BB has less near-term vulnerability to
default than other speculative grade debt. However, it faces
major ongoing uncertainties or exposure to adverse business,
financial or economic conditions which could lead to inadequate
capacity to meet timely interest and principal payment.
B
Debt rated B has a greater vulnerability to default
but presently has the capacity to meet interest payments and
principal repayments. Adverse business, financial or economic
conditions would likely impair capacity or willingness to pay
interest and repay principal.
CCC
Debt rated CCC has a current identifiable
vulnerability to default, and is dependent upon favorable
business, financial and economic conditions to meet timely
payments of principal. In the event of adverse business,
financial or economic conditions, it is not likely to have the
capacity to pay interest and repay principal.
CC
The rating CC is typically applied to debt
subordinated to senior debt which is assigned an actual or
implied CCC rating.
C
The rating C is typically applied to debt subordinated
to senior debt which is assigned an actual or implied CCC- debt
rating.
D
Bonds rated D are in default, and payment of interest
and/or repayment of principal is in arrears.
Plus (+) or minus (-): The ratings from AA to CCC may
be modified by the addition of a plus or minus sign to show
relative standing within the major ratings categories.
COMMERCIAL PAPER RATING
The designation A-1 by S&P indicates that the degree
of safety regarding timely payment is either overwhelming or
very strong. Those issues determined to possess overwhelming
safety characteristics are denoted with a plus sign (+)
designation.
Moody's
BOND RATINGS
Aaa
Bonds which are rated Aaa are judged to be of the best
quality. They carry the smallest degree of investment risk and
are generally referred to as "gilt edge." Interest payments are
protected by a large or by an exceptionally stable margin and
principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most
unlikely to impair the fundamentally strong position of such
issues.
Aa
Bonds which are rated Aa are judged to be of high
quality by all standards. Together with the Aaa group they
comprise what generally are known as high grade bonds. They are
rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be
other elements present which make the long-term risks appear
somewhat larger than in Aaa securities.
A
Bonds which are rated A possess many favorable
investment attributes and are to be considered as upper medium
grade obligations. Factors giving security to principal and
interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the
future.
Baa
Bonds which are rated Baa are considered as medium
grade obligations, i.e., they are neither highly protected nor
poorly secured. Interest payments and principal security appear
adequate for the present but certain protective elements may be
lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as
well.
Ba
Bonds which are rated Ba are judged to have
speculative elements; their future cannot be considered as well
assured. Often the protection of interest and principal
payments may be very moderate, and therefore not well
safeguarded during both good and bad times over the future.
Uncertainty of position characterizes bonds in this class.
B
Bonds which are rated B generally lack characteristics
of the desirable investment. Assurance of interest and
principal payments or of maintenance of other terms of the
contract over any long period of time may be small.
Caa
Bonds which are rated Caa are of poor standing. Such
issues may be in default or there may be present elements of
danger with respect to principal or interest.
Caa
Bonds which are rated Caa are of poor standing. Such
issues may be in default or there may be present elements of
danger with respect to principal or interest.
Ca
Bonds which are rated Ca present obligations which are
speculative in a high degree. Such issues are often in default
or have other marked shortcomings.
C
Bonds which are rated C are the lowest rated class of
bonds, and issues so rated can be regarded as having extremely
poor prospects of ever attaining any real investment standing.
Moody's applies the numerical modifiers 1, 2 and 3 to
show relative standing within the major rating categories,
except in the Aaa category and in categories below B. The
modifier 1 indicates a ranking for the security in the higher
end of a rating category; the modifier 2 indicates a mid-range
ranking; and the modifier 3 indicates a ranking in the lower end
of a rating category.
COMMERCIAL PAPER RATING
The rating Prime-1 (P-1) is the highest commercial
paper rating assigned by Moody's. Issuers of P-1 paper must
have a superior capacity for repayment of short-term promissory
obligations, and ordinarily will be evidenced by leading market
positions in well established industries, high rates of return
on funds employed, conservative capitalization structures with
moderate reliance on debt and ample asset protection, broad
margins in earnings coverage of fixed financial charges and high
internal cash generation, and well established access to a range
of financial markets and assured sources of alternate liquidity.
Issuers (or related supporting institutions) rated
Prime-2 (P-2) have a strong capacity for repayment of short-term
promissory obligations. This will normally be evidenced by many
of the characteristics cited above but to a lesser degree.
Earnings trends and coverage ratios, while sound, will be more
subject to variation. Capitalization characteristics, while
still appropriate, may be more affected by external conditions.
Ample alternate liquidity is maintained.
Fitch
BOND RATINGS
The ratings represent Fitch's assessment of the
issuer's ability to meet the obligations of a specific debt
issue or class of debt. The ratings take into consideration
special features of the issue, its relationship to other
obligations of the issuer, the current financial condition and
operative performance of the issuer and of any guarantor, as
well as the political and economic environment that might affect
the issuer's future financial strength and credit quality.
AAA
Bonds rated AAA are considered to be investment grade
and of the highest credit quality. The obligor has an
exceptionally strong ability to pay interest and repay
principal, which is unlikely to be affected by reasonably
foreseeable events.
AA
Bonds rated AA are considered to be investment grade
and of very high credit quality. The obligor's ability to pay
interest and repay principal is very strong, although not quite
as strong as bonds rated AAA. Because bonds rated in the AAA
and AA categories are not significantly vulnerable to
foreseeable future developments, short-term debt of these
issuers is generally rated F-1+.
A
Bonds rated A are considered to be investment grade
and of high credit quality. The obligor's ability to pay
interest and repay principal is considered to be strong, but may
be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.
BBB
Bonds rated BBB are considered to be investment grade
and of satisfactory credit quality. The obligor's ability to
pay interest and repay principal is considered to be adequate.
Adverse changes in economic conditions and circumstances,
however, are more likely to have an adverse impact on these
bonds and, therefore, impair timely payment. The likelihood
that the ratings of these bonds will fall below investment grade
is higher than for bonds with higher ratings.
BB
Bonds rated BB are considered speculative. The
obligor's ability to pay interest and repay principal may be
affected over time by adverse economic changes. However,
business and financial alternatives can be identified which
could assist the obligor in satisfying its debt service
requirements.
B
Bonds rated B are considered highly speculative.
While bonds in this class are currently meeting debt service
requirements, the probability of continued timely payment of
principal and interest reflects the obligor's limited margin of
safety and the need for reasonable business and economic
activity throughout the life of the issue.
CCC
Bonds rated CCC have certain identifiable
characteristics, which, if not remedied, may lead to default.
The ability to meet obligations requires an advantageous
business and economic environment.
CC
Bonds rated CC are minimally protected. Default
payment of interest and/or principal seems probable over time.
C
Bonds rated C are in imminent default in payment of
interest or principal.
DDD, DD and D
Bonds rated DDD, DD and D are in actual or imminent
default of interest and/or principal payments. Such bonds are
extremely speculative and should be valued on the basis of their
ultimate recovery value in liquidation or reorganization of the
obligor. DDD represents the highest potential for recovery on
these bonds and D represents the lowest potential for recovery.
Plus (+) and minus (-) signs are used with a rating
symbol to indicate the relative position of a credit within the
rating category. Plus and minus signs, however, are not used in
the AAA category covering 12-36 months or the DDD, DD or D
categories.
SHORT-TERM RATINGS
Fitch's short-term ratings apply to debt obligations
that are payable on demand or have original maturities of up to
three years, including commercial paper, certificates of
deposit, medium-term notes, and municipal and investment notes.
Although the credit analysis is similar to Fitch's
bond rating analysis, the short-term rating places greater
emphasis than bond ratings on the existence of liquidity
necessary to meet the issuer's obligations in a timely manner.
F-1+
Exceptionally Strong Credit Quality. Issues assigned
this rating are regarded as having the strongest degree of
assurance for timely payment.
F-1
Very Strong Credit Quality. Issues assigned this
rating reflect an assurance of timely payment only slightly less
in degree than issues rated F-1+.
F-2
Good Credit Quality. Issues carrying this rating have
a satisfactory degree of assurance for timely payments, but the
margin of safety is not as great as the F-1+ and F-1 categories.
Duff
AAA
Bonds rated AAA are considered highest credit quality.
The risk factors are negligible, being only slightly more than
for risk-free U.S. Treasury debt.
AA
Bonds rated AA are considered high credit quality.
Protection factors are strong. Risk is modest but may vary
slightly from time to time because of economic conditions.
A
Bonds rated A have protection factors which are
average but adequate. However, risk factors are more variable
and greater in periods of economic stress.
BBB
Bonds rated BBB are considered to have below average
protection factors but still considered sufficient for prudent
investment. Considerable variability in risk during economic
cycles.
BB
Bonds rated BB are below investment grade but are
deemed by Duff as likely to meet obligations when due. Present
or prospective financial protection factors fluctuate according
to industry conditions or company fortunes. Overall quality may
move up or down frequently within the category.
B
Bonds rated B are below investment grade and possess
the risk that obligations will not be met when due. Financial
protection factors will fluctuate widely according to economic
cycles, industry conditions and/or company fortunes. Potential
exists for frequent changes in quality rating within this
category or into a higher or lower quality rating grade.
CCC
Bonds rated CCC are well below investment grade
securities. Such bonds may be in default or have considerable
uncertainty as to timely payment of interest, preferred
dividends and/or principal. Protection factors are narrow and
risk can be substantial with unfavorable economic or industry
conditions and/or with unfavorable company developments.
DD
Defaulted debt obligations. Issuer has failed to meet
scheduled principal and/or interest payments.
Plus (+) and minus (-) signs are used with a rating
symbol (except AAA) to indicate the relative position of a
credit within the rating category.
COMMERCIAL PAPER RATING
The rating Duff-1 is the highest commercial paper
rating assigned by Duff. Paper rated Duff-1 is regarded as
having very high certainty of timely payment with excellent
liquidity factors which are supported by ample asset protection.
Risk factors are minor.
<PAGE>
DREYFUS GLOBAL BOND FUND, INC.
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements included in the
Statement of
Additional Information:
(1) Statement of Assets and Liabilities as
of February 18, 1994
(2) Report of Ernst & Young, Independent
Auditors, dated February 22, 1994
(b) Exhibits:
(1) (a) Articles of Incorporation
(1) (b) Articles of Amendment
(2) By-Laws
(5) (a) Management Agreement
(5) (b) Sub-Investment Advisory Agreement
(6) Distribution Agreement
(8) Custody Agreement
(9) Shareholder Services Plan
(10) Opinion (including consent) of
Stroock & Stroock & Lavan
(11) Consent of Independent Auditors
(15) Distribution Plan
Other Exhibit: (1) Certificate of Assistant
Secretary
(2) Notification of Election
Pursuant to Rule 18f-1
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH
Registrant
Not applicable.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES
(1) (2)
Number of Record
Title of Class Holders
Common Stock, par value
$.001 per share 1
ITEM 27. INDEMNIFICATION
Reference is made to Article SEVENTH of the
Registrant's
Articles of Incorporation filed as Exhibit 1 to the Registration
Statement and to Section 2-418 of the Maryland General
Corporation Law.
The application of these provisions is limited by Article VIII
of
the Registrant's By-Laws filed as Exhibit 2 to the Registration
Statement and by the following undertaking set forth in the
rules
promulgated by the Securities and Exchange Commission:
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission
such indemnification is against public policy as
expressed in such Act and is, therefore, unenforce-
able. In the event that a claim for indemnification
against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a
director, officer or controlling person of the
registrant in the successful defense of any action,
suit or proceeding) is asserted by such director,
officer or controlling person in connection with the
securities being registered, the registrant will,
unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question
whether such indemnification by it is against public
policy as expressed in such Act and will be governed
by the final adjudication of such issue.
Reference also is made to the Distribution Agreement
filed as Exhibit 6(a) hereto.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT
ADVISER.
(a) INVESTMENT ADVISER - THE DREYFUS CORPORATION
The Dreyfus Corporation ("Dreyfus") and subsidiary companies
comprise a financial service organization whose business
consists
primarily of providing investment management services as the
investment adviser, manager
and distributor for sponsored investment companies registered
under the Investment Company Act of 1940 and as an investment
adviser to institutional and individual accounts. Dreyfus also
serves as sub-investment adviser to and/or administrator of
other
investment companies.
Dreyfus Service Corporation, a wholly-owned subsidiary of
Dreyfus, serves
primarily as distributor of shares of investment companies
sponsored by
Dreyfus and of investment companies for which Dreyfus acts as
sub-investment adviser and administrator. Dreyfus Management,
Inc., another wholly-owned subsidiary, provides investment
management services to various
pension plans, institutions and individuals.
OFFICERS AND DIRECTORS OF DREYFUS
Name and Position with
Dreyfus
Other Businesses
MANDELL L. BERMAN Real estate consultant and private investor
Director 29100 Northwestern Highway - Suite 370
Southfield, Michigan 48034;
Director of Independence One Investment
Services, Inc.
Division of Michigan National
Corp.
27777 Inkster Road
Farmington Hills, Michigan 48018;
Past Chairman of the Board of Trustees of
Skillman Foundation
ALVIN E. FRIEDMAN Senior Adviser to Dillon, Read & Co.
Inc.
Director 535 Madison Avenue
New York, New York 10022;
Director and member of the Executive
Committee of Avnet, Inc.
767 Fifth Avenue
New York, New York 10153
ABIGAIL Q. McCARTHY Author, lecturer, columnist and educational
Director consultant
2126 Connecticut Avenue
Washington, D.C. 20008
DAVID B. TRUMAN Educational consultant;
Director Past President of the Russell Sage
Foundation
230 Park Avenue
New York, New York 10017;
Past President of Mount Holyoke College
South Hadley, Massachusetts 01075;
Former Director:
Student Loan Marketing Association
1055 Thomas Jefferson Street, N.W.
Washington, D.C. 20006;
Former Trustee:
College Retirement Equities Fund
730 Third Avenue
New York, New York 10017
HOWARD STEIN Chairman of the Board, President
Chairman of the Board and Investment Officer:
and Chief Executive The Dreyfus Leverage Fund, Inc.++;
Officer Chairman of the Board and Investment
Officer:
The Dreyfus Convertible Securities
Fund,
Inc.++;
The Dreyfus Fund Incorporated++;
Dreyfus New Leaders Fund, Inc.++;
The Dreyfus Third Century Fund, Inc.++;
Chairman of the Board:
Dreyfus Acquisition Corporation*;
Dreyfus America Fund++++;
The Dreyfus Consumer Credit Corporation*;
Dreyfus Land Development Corporation*;
Dreyfus-Lincoln, Inc.*;
Dreyfus Management, Inc.*;
Dreyfus Service Corporation*;
The Dreyfus Trust Company
(N.J.)++;
Chairman of the Board and Chief Executive
Officer:
Major Trading Corporation*;
President, Managing General Partner and
Investment Officer:
Dreyfus Strategic Growth, L.P.++;
Managing General Partner:
Dreyfus Investors GNMA Fund, L.P.++;
Dreyfus 100% U.S. Treasury Intermediate Term
Fund, L.P.++;
Dreyfus 100% U.S. Treasury Long Term
Fund, L.P.++;
Dreyfus 100% U.S. Treasury Money Market
Fund,
L.P.++;
Dreyfus 100% U.S. Treasury Short Term
Fund, L.P.++;
Dreyfus Strategic World Investing,
L.P.++;
Dreyfus Strategic World Revenues, L.P.++;
Director, President and Investment
Officer:
Dreyfus Capital Value Fund, Inc.++;
Dreyfus Growth Opportunity Fund, Inc.++;
General Aggressive Growth Fund, Inc.++;
Director and President:
Dreyfus Life Insurance Company*;
Director and Investment Officer:
Dreyfus Growth and Income Fund, Inc.++;
President:
Dreyfus Consumer Life Insurance Company*;
Director:
Avnet, Inc.**;
Comstock Partners Strategy Fund, Inc.***;
Dreyfus A Bonds Plus, Inc.++;
Dreyfus BASIC Money Market Fund, Inc.++;
The Dreyfus Fund International Limited++++++;
Dreyfus Global Investing, Inc.++;
Dreyfus Insured Municipal Bond
Fund, Inc.++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Money Market Instruments,
Inc.++;
Dreyfus Municipal Money Market
Fund, Inc.++;
Dreyfus New Jersey Municipal Bond
Fund, Inc.++;
Dreyfus Partnership Management, Inc.*;
Dreyfus Personal Management, Inc.**;
Dreyfus Precious Metals, Inc.*;
Dreyfus Realty Advisors, Inc.+++;
Dreyfus Service Organization, Inc.*;
Dreyfus Strategic Governments
Income, Inc.++;
Dreyfus Tax Exempt Bond Fund, Inc.++;
The Dreyfus Trust Company++;
General Government Securities
Money
Market Fund, Inc.++;
General Money Market Fund, Inc.++;
General Municipal Money Market
Fund, Inc.++;
FN Network Tax Free Money Market
Fund, Inc.++;
Seven Six Seven Agency, Inc.*;
World Balanced Fund++++;
Trustee and Investment Officer:
Dreyfus Short-Intermediate Government
Fund++;
Dreyfus Strategic Investing++;
Dreyfus Variable Investment
Fund++;
Trustee:
Corporate Property Investors
New York, New York;
Dreyfus BASIC U.S. Government Money Market
Fund++;
Dreyfus California Tax Exempt Money
Market Fund++;
Dreyfus Institutional Money Market
Fund++;
Dreyfus Strategic Income++
JULIAN M. SMERLING Director and Executive Vice
President:
Vice Chairman of the Dreyfus Service Corporation*;
Board of Directors Director and Vice President:
Dreyfus Consumer Life Insurance Company*;
Dreyfus Land Development Corporation*;
Dreyfus Life Insurance Company*;
Dreyfus Service Organization, Inc.*;
Vice Chairman and Director:
The Dreyfus Trust Company++;
The Dreyfus Trust Company (N.J.)++;
Director:
The Dreyfus Consumer Credit Corporation*;
Dreyfus Partnership Management, Inc.*;
Seven Six Seven Agency, Inc.*
JOSEPH S. DiMARTINO Director and Chairman of the Board:
President, Chief The Dreyfus Trust Company++;
Operating Officer Director, President and
and Director Investment Officer:
Dreyfus Cash Management Plus, Inc.++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Money Market Instruments, Inc.++;
Dreyfus Worldwide Dollar
Money Market Fund, Inc.++;
General Government Securities
Money Market Fund, Inc.++;
General Money Market Fund, Inc.++;
Director and President:
Dreyfus Acquisition Corporation*;
The Dreyfus Consumer Credit Corporation*;
Dreyfus Edison Electric Index Fund, Inc.++;
Dreyfus Life and Annuity Index Fund, Inc.++;
Dreyfus-Lincoln, Inc.*;
Dreyfus Partnership Management, Inc.*;
The Dreyfus Trust Company (N.J.)++;
Dreyfus-Wilshire Target Funds, Inc.++;
First Prairie Tax Exempt Bond Fund, Inc.++;
Peoples Index Fund, Inc.++;
Peoples S&P MidCap Index Fund, Inc.++;
Trustee, President and Investment Officer:
Dreyfus Cash Management++;
Dreyfus Government Cash Management++;
Dreyfus Institutional Money Market Fund++;
Dreyfus Short-Intermediate Government Fund++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash
Management++;
Dreyfus Variable Investment Fund++;
Premier GNMA Fund++;
Trustee and President:
Dreyfus Index Fund++;
First Prairie Cash Management++;
First Prairie Diversified Asset Fund++;
First Prairie Money Market Fund++;
First Prairie Tax Exempt Money Market Fund++;
First Prairie U.S. Government Income Fund++;
First Prairie U.S. Treasury Securities Cash
Management++;
Trustee and Investment Officer:
Dreyfus Short-Term Income Fund, Inc.++;
Director and Executive Vice President:
Dreyfus Service Corporation*;
Director, Vice President and Investment
Officer:
Dreyfus Balanced Fund, Inc.++;
Director and Vice President:
Dreyfus Life Insurance Company*;
Dreyfus Service Organization, Inc.*;
General Municipal Bond Fund, Inc.++;
General Municipal Money Market Fund,
Inc.++;
Director and Investment Officer:
Dreyfus A Bonds Plus, Inc.++;
The Dreyfus Convertible Securities
Fund, Inc.++;
General Aggressive Growth Fund, Inc.++;
Director and Corporate Member:
Muscular Dystrophy Association
810 Seventh Avenue
New York, New York 10019;
Director:
Dreyfus Management, Inc.**;
Dreyfus Personal Management, Inc.**;
Noel Group, Inc.
667 Madison Avenue
New York, New York 10021;
Trustee:
Bucknell University
Lewisburg, Pennsylvania 17837;
President and Investment Officer:
Dreyfus BASIC Money Market Fund, Inc.++;
Dreyfus BASIC U.S. Government Money Market
Fund++;
Dreyfus Investors GNMA Fund, L.P.++;
Dreyfus 100% U.S. Treasury Intermediate
Term Fund, L.P.++;
Dreyfus 100% U.S. Treasury Long Term Fund,
L.P.++;
Dreyfus 100% U.S. Treasury Money Market Fund,
L.P.++;
Dreyfus 100% U.S. Treasury Short Term Fund,
L.P.++;
Vice President:
Dreyfus Consumer Life Insurance Company*;
Investment Officer:
The Dreyfus Fund Incorporated++;
McDonald Money Market Fund, Inc.++;
McDonald U.S. Government Money Market
Fund, Inc.++;
President, Chief Operating Officer and
Director:
Major Trading Corporation*
LAWRENCE M. GREENE Chairman of the Board:
Legal Consultant The Dreyfus Consumer Bank+;
and Director Director and President:
Dreyfus Land Development Corporation*;
Director and Executive Vice President:
Dreyfus Service Corporation*;
Director and Vice President:
Dreyfus Acquisition Corporation*;
Dreyfus Consumer Life Insurance Company*;
Dreyfus Life Insurance Company*;
Dreyfus Service Organization, Inc.*;
Director:
Dreyfus America Fund++++;
Dreyfus California Tax Exempt Bond Fund,
Inc.++;
Dreyfus Capital Value Fund, Inc.++;
Dreyfus Connecticut Municipal Money
Market Fund, Inc.++;
Dreyfus GNMA Fund, Inc.++;
Dreyfus Intermediate Municipal
Bond Fund, Inc.++;
Dreyfus Investors Municipal Money Market
Fund, Inc.++;
Dreyfus Management, Inc.**;
Dreyfus Michigan Municipal Money
Market Fund, Inc.++;
Dreyfus New Jersey Municipal
Money Market Fund, Inc.++;
Dreyfus New Leaders Fund, Inc.++;
Dreyfus New York Tax Exempt
Bond Fund, Inc.++;
Dreyfus Ohio Municipal
Money Market Fund, Inc.++;
Dreyfus Precious Metals, Inc.*;
Dreyfus Thrift & Commerce+++;
The Dreyfus Trust Company (N.J.)++;
Seven Six Seven Agency, Inc.*;
Vice President:
The Dreyfus Convertible Securities Fund,
Inc.++;
Dreyfus Growth Opportunity Fund, Inc.++;
Dreyfus-Lincoln, Inc.*;
Trustee:
Dreyfus Massachusetts Municipal
Money Market Fund++;
Dreyfus Massachusetts Tax Exempt Bond Fund++;
Dreyfus New York Tax Exempt Intermediate
Bond Fund++;
Dreyfus New York Tax Exempt Money Market
Fund++;
Dreyfus Pennsylvania Municipal
Money Market Fund++;
Investment Officer:
The Dreyfus Fund Incorporated++
ROBERT F. DUBUSS Director and Treasurer:
Vice President Major Trading Corporation*;
Director and Vice President:
The Dreyfus Consumer Credit Corporation*;
Dreyfus Life Insurance Company*;
The Truepenny Corporation*;
Vice President:
Dreyfus Consumer Life Insurance
Company*;
Treasurer:
Dreyfus Management, Inc.**;
Dreyfus Personal Management, Inc.**;
Dreyfus Precious Metals, Inc.*;
Dreyfus Service Corporation*;
Assistant Treasurer:
The Dreyfus Fund Incorporated++;
Controller:
Dreyfus Land Development Corporation*;
Director:
The Dreyfus Trust Company++;
The Dreyfus Trust Company (N.J.)++;
Dreyfus Thrift & Commerce****
ALAN M. EISNER Director and President:
Vice President and The Truepenny Corporation*;
Chief Financial Officer Director, Vice President and
Chief Financial Officer:
Dreyfus Life Insurance Company*;
Vice President and
Chief Financial Officer:
Dreyfus Consumer Life Insurance
Company*;
Treasurer:
Dreyfus Realty Advisors, Inc.+++;
Treasurer, Financial Officer and Director:
The Dreyfus Trust Company++;
The Dreyfus Trust Company (N.J.)++;
Director:
Dreyfus Thrift & Commerce****;
Vice President and Director:
The Dreyfus Consumer Credit Corporation*
DAVID W. BURKE Vice President and Director:
Vice President and The Dreyfus Trust Company++;
Chief Administrative Former President:
Officer CBS News, a division of CBS, Inc.
524 West 57th Street
New York, New York 10019
ELIE M. GENADRY President:
Vice President- Institutional Services Division of
Institutional Sales Dreyfus Service Corporation*;
Executive Vice President:
Dreyfus Service Corporation*;
Senior Vice President:
Dreyfus Cash Management++;
Dreyfus Cash Management Plus, Inc.++;
Dreyfus Edison Electric Index Fund, Inc.++;
Dreyfus Government Cash Management++;
Dreyfus Index Fund++;
Dreyfus Life and Annuity Index Fund,
Inc.++;
Dreyfus Municipal Cash
Management Plus++;
Dreyfus New York Municipal Cash Management++;
Dreyfus Tax Exempt Cash Management++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash Management++;
Dreyfus-Wilshire Target Funds, Inc.++;
Peoples Index Fund, Inc.++;
Peoples S&P MidCap Index Fund, Inc.++;
Vice President:
The Dreyfus Trust Company++;
Premier California Municipal Bond
Fund++;
Premier Municipal Bond Fund++;
Premier New York Municipal Bond Fund++;
Vice President-Sales:
The Dreyfus Trust Company (N.J.)++;
Treasurer:
Pacific American Fund+++++
DANIEL C. MACLEAN Director, Vice President and
Secretary:
Vice President and Dreyfus Precious Metals, Inc.*;
General Counsel Director and Vice President:
The Dreyfus Consumer Credit Corporation*;
Dreyfus Personal Management, Inc.**;
The Dreyfus Trust Company++;
The Dreyfus Trust Company (N.J.)++;
Director and Secretary:
Dreyfus Partnership Management, Inc.*;
Major Trading Corporation*;
McDonald Money Market Fund, Inc.++;
McDonald Tax Exempt Money Market Fund,
Inc.++;
McDonald U.S. Government Money Market Fund,
Inc.++;
The Truepenny Corporation+;
Director:
Dreyfus America Fund++++;
Dreyfus Consumer Life Insurance
Company*;
Dreyfus Life Insurance Company*;
The Dreyfus Trust Company++;
President and Secretary:
Dreyfus Strategic World Revenues, L.P.++;
Vice President:
Dreyfus California Tax Exempt Bond Fund,
Inc.++;
Dreyfus California Tax Exempt Money
Market Fund++;
Dreyfus Capital Value Fund, Inc.++;
Dreyfus Cash Management++;
Dreyfus Cash Management Plus, Inc.++;
Dreyfus Connecticut Municipal Money
Market Fund, Inc.++;
Dreyfus Edison Electric Index Fund, Inc.++;
Dreyfus Florida Intermediate Municipal Bond
Fund++;
Dreyfus GNMA Fund, Inc.++;
Dreyfus Government Cash Management++;
Dreyfus Growth and Income Fund, Inc.++;
Dreyfus Growth Opportunity Fund, Inc.++;
Dreyfus Index Fund++;
Dreyfus Insured Municipal Bond Fund, Inc.++;
Dreyfus Intermediate Municipal
Bond Fund, Inc.++;
Dreyfus Investors GNMA Fund, L.P.++;
Dreyfus Investors Municipal Money Market
Fund, Inc.++;
Dreyfus Life and Annuity Index Fund,
Inc.++;
Dreyfus Massachusetts Municipal
Money Market Fund++;
Dreyfus Massachusetts Tax Exempt Bond Fund++;
Dreyfus Michigan Municipal Money Market Fund,
Inc.++;
Dreyfus Municipal Cash
Management Plus++;
Dreyfus New Jersey Municipal
Money Market Fund, Inc.++;
Dreyfus New Leaders Fund, Inc.++;
Dreyfus New York Insured Tax Exempt Bond
Fund++;
Dreyfus New York Municipal Cash Management++;
Dreyfus New York Tax Exempt Bond Fund,
Inc.++;
Dreyfus New York Tax Exempt Intermediate
Bond
Fund++;
Dreyfus New York Tax Exempt Money Market
Fund++;
Dreyfus Ohio Municipal Money
Market Fund, Inc.++;
Dreyfus Pennsylvania Municipal Money Market
Fund++;
Dreyfus Short-Intermediate Government Fund++;
Dreyfus Short-Intermediate Tax Exempt Bond
Fund++;
Dreyfus Tax Exempt Cash Management++;
The Dreyfus Third Century Fund, Inc.++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash Management++;
Dreyfus-Wilshire Target Funds, Inc.++;
First Prairie Cash Management++;
First Prairie Diversified Asset Fund++;
First Prairie Money Market Fund++;
First Prairie Tax Exempt Bond Fund, Inc.++;
First Prairie Tax Exempt Money Market Fund++;
First Prairie U.S. Government Income
Fund++;
First Prairie U.S. Treasury Securities Cash
Management++;
FN Network Tax Free Money Market Fund,
Inc.++;
General Aggressive Growth Fund, Inc.++;
General California Municipal Money Market
Fund++;
General Government Securities
Money Market Fund, Inc.++;
General Money Market Fund, Inc.++;
General Municipal Bond Fund, Inc.++;
General Municipal Money Market Fund, Inc.++;
General New York Municipal Bond Fund, Inc.++;
General New York Municipal Money
Market Fund++;
Peoples Index Fund, Inc.++;
Peoples S&P MidCap Index Fund, Inc.++;
Premier California Municipal Bond
Fund++;
Premier GNMA Fund++;
Premier Municipal Bond Fund++;
Premier New York Municipal Bond Fund++;
Premier State Municipal Bond Fund++;
Secretary:
Dreyfus A Bonds Plus, Inc.++;
Dreyfus Acquisition Corporation*;
Dreyfus Balanced Fund, Inc.++;
Dreyfus BASIC Money Market Fund, Inc.++;
Dreyfus BASIC U.S. Government Money Market
Fund++;
Dreyfus California Intermediate Municipal
Bond Fund++;
Dreyfus California Municipal Income, Inc.++;
Dreyfus Connecticut Intermediate Municipal
Bond Fund++;
The Dreyfus Convertible Securities Fund,
Inc.++;
The Dreyfus Fund Incorporated++;
Dreyfus Global Investing, Inc.++;
Dreyfus Institutional Money Market Fund++;
Dreyfus Land Development Corporation+;
The Dreyfus Leverage Fund, Inc.++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Massachusetts Intermediate Municipal
Bond Fund++;
Dreyfus Money Market Instruments,
Inc.++;
Dreyfus Municipal Income, Inc.++;
Dreyfus Municipal Money Market
Fund, Inc.++;
Dreyfus New Jersey Intermediate Municipal
Bond Fund++;
Dreyfus New Jersey Municipal
Bond Fund, Inc.++;
Dreyfus New York Municipal Income,
Inc.++;
Dreyfus 100% U.S. Treasury Intermediate Term
Fund, L.P.++;
Dreyfus 100% U.S. Treasury Long Term Fund,
L.P.++;
Dreyfus 100% U.S. Treasury Money Market Fund,
L.P.++;
Dreyfus 100% U.S. Treasury Short Term Fund,
L.P.++;
Dreyfus Service Corporation*;
Dreyfus Service Organization, Inc.*;
Dreyfus Short-Term Income Fund, Inc.++;
Dreyfus Strategic Governments
Income, Inc.++;
Dreyfus Strategic Growth, L.P.++;
Dreyfus Strategic Income++;
Dreyfus Strategic Investing++;
Dreyfus Strategic Municipal Bond Fund,
Inc.++;
Dreyfus Strategic Municipals, Inc.++;
Dreyfus Strategic World Investing, L.P.++;
Dreyfus Tax Exempt Bond Fund, Inc.++;
Dreyfus Variable Investment
Fund++;
Dreyfus Worldwide Dollar
Money Market Fund, Inc.++;
General California Municipal Bond Fund,
Inc.++;
Seven Six Seven Agency, Inc.*;
Director and Assistant Secretary:
The Dreyfus Fund International Limited++++++
JEFFREY N. NACHMAN Vice President-Financial:
Vice President-Mutual Dreyfus A Bonds Plus, Inc.++;
Fund Accounting Dreyfus California Municipal Income,
Inc.++;
Dreyfus California Tax Exempt Bond
Fund, Inc.++;
Dreyfus California Tax Exempt Money Market
Fund++;
Dreyfus Capital Value Fund, Inc.++;
Dreyfus Cash Management++;
Dreyfus Cash Management Plus, Inc.++;
Dreyfus Connecticut Municipal Money Market
Fund, Inc.++;
The Dreyfus Convertible Securities Fund,
Inc.++;
The Dreyfus Fund Incorporated++;
Dreyfus GNMA Fund, Inc.++;
Dreyfus Government Cash Management++;
Dreyfus Growth Opportunity Fund, Inc.++;
Dreyfus Index Fund++;
Dreyfus Institutional Money Market Fund++;
Dreyfus Insured Municipal Bond Fund,
Inc.++;
Dreyfus Intermediate Municipal Bond Fund,
Inc.++;
Dreyfus Investors GNMA Fund, L.P.++;
The Dreyfus Leverage Fund, Inc.++;
Dreyfus Life and Annuity Index Fund, Inc.++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Massachusetts Municipal Money Market
Fund++;
Dreyfus Massachusetts Tax Exempt Bond Fund++;
Dreyfus Michigan Municipal Money Market Fund,
Inc.++;
Dreyfus Money Market Instruments, Inc.++;
Dreyfus Municipal Cash Management Plus++;
Dreyfus Municipal Income, Inc.++;
Dreyfus Municipal Money Market Fund, Inc.++;
Dreyfus New Jersey Municipal Bond Fund,
Inc.++;
Dreyfus New Jersey Municipal Money
Market Fund, Inc.++;
Dreyfus New Leaders Fund, Inc.++;
Dreyfus New York Insured Tax Exempt Bond
Fund++;
Dreyfus New York Municipal Cash Management++;
Dreyfus New York Municipal Income,
Inc.++;
Dreyfus New York Tax Exempt Bond Fund,
Inc.++;
Dreyfus New York Tax Exempt Intermediate
Bond Fund++;
Dreyfus New York Tax Exempt Money Market
Fund++;
Dreyfus Ohio Municipal Money
Market
Fund, Inc.++;
Dreyfus 100% U.S. Treasury Intermediate Term
Fund, L.P.++;
Dreyfus 100% U.S. Treasury Long Term Fund,
L.P.++;
Dreyfus 100% U.S. Treasury Money Market Fund,
L.P.++;
Dreyfus 100% U.S. Treasury Short Term
Fund, L.P.++;
Dreyfus Pennsylvania Municipal Money Market
Fund++;
Dreyfus Short-Intermediate Government Fund++;
Dreyfus Short-Intermediate Tax Exempt Bond
Fund++;
Dreyfus Strategic Governments Income, Inc.++;
Dreyfus Strategic Growth, L.P.++;
Dreyfus Strategic Income++;
Dreyfus Strategic Investing++;
Dreyfus Strategic Municipal Bond Fund,
Inc.++;
Dreyfus Strategic Municipals, Inc.++;
Dreyfus Strategic World Investing,
L.P.++;
Dreyfus Strategic World Revenues, L.P.++;
Dreyfus Tax Exempt Bond Fund, Inc.++;
Dreyfus Tax Exempt Cash Management++;
The Dreyfus Third Century Fund, Inc.++;
Dreyfus Treasury Cash
Management++;
Dreyfus Treasury Prime Cash Management++;
Dreyfus Variable Investment
Fund++;
Dreyfus Worldwide Dollar Money Market Fund,
Inc.++;
First Prairie Diversified Asset Fund++;
First Prairie Money Market Fund++;
First Prairie Tax Exempt Bond Fund,
Inc.++;
First Prairie Tax Exempt Money Market
Fund++;
FN Network Tax Free Money Market Fund,
Inc.++;
General Aggressive Growth Fund, Inc.++;
General California Municipal Bond Fund,
Inc.++;
General California Municipal Money Market
Fund++;
General Government Securities Money
Market
Fund, Inc.++;
General Money Market Fund, Inc.++;
General Municipal Bond Fund, Inc.++;
General Municipal Money Market
Fund, Inc.++;
General New York Municipal Bond Fund,
Inc.++;
General New York Municipal Money
Market Fund++;
McDonald Money Market Fund,
Inc.++;
McDonald Tax Exempt Money Market Fund,
Inc.++;
McDonald U.S. Government Money Market
Fund, Inc.++;
Peoples Index Fund, Inc.++;
Premier California Municipal Bond
Fund++;
Premier GNMA Fund++;
Premier Municipal Bond Fund++;
Premier New York Municipal Bond Fund++;
Premier State Municipal Bond Fund++;
Vice President and Treasurer:
Dreyfus Balanced Fund, Inc.++;
Dreyfus BASIC Money Market Fund,
Inc.++;
Dreyfus BASIC U.S. Government Money Market
Fund++;
Dreyfus California Intermediate
Municipal
Bond Fund++;
Dreyfus Connecticut Intermediate
Municipal
Bond Fund++;
Dreyfus Edison Electric Index Fund, Inc.++;
Dreyfus Florida Intermediate Municipal Bond
Fund++;
Dreyfus Global Investing, Inc.++;
Dreyfus Growth and Income Fund, Inc.++;
Dreyfus Investors Municipal Money Market
Fund, Inc.++;
Dreyfus Massachusetts Intermediate
Municipal
Bond Fund++;
Dreyfus New Jersey Intermediate Municipal
Bond Fund++;
Dreyfus Short-Term Income Fund, Inc.++;
Dreyfus-Wilshire Target Funds, Inc.++;
First Prairie Cash Management++;
First Prairie U.S. Government Income Fund++;
First Prairie U.S. Treasury Securities Cash
Management++;
Peoples S&P MidCap Index Fund, Inc.++;
Assistant Treasurer:
Pacific American Fund+++++
PETER A. SANTORIELLO Director, President and Investment
Officer:
Vice President Dreyfus Balanced Fund, Inc.++;
Director and President:
Dreyfus Management, Inc.**
ROBERT H. SCHMIDT Director and President:
Vice President Dreyfus Service Corporation*;
Seven Six Seven Agency, Inc.*;
Formerly, Chairman and Chief Executive
Officer:
Levine, Huntley, Schmidt & Beaver
250 Park Avenue
New York, New York 10017
PHILIP L. TOIA Chairman of the Board and Vice President:
Vice President and Dreyfus Thrift and Commerce****;
Director of Fixed- The Dreyfus Consumer Bank*;
Income Research Senior Loan Officer and Director:
The Dreyfus Trust Company++;
Vice President:
The Dreyfus Consumer Credit Corporation*;
Formerly, Senior Vice President:
The Chase Manhattan Bank, N.A. and
The Chase Manhattan Capital
Markets
Corporation
One Chase Manhattan Plaza
New York, New York 1008l
KATHERINE C. WICKHAM Vice President:
Assistant Vice President- Dreyfus Consumer Life Insurance
Company++;
Human Resources Formerly, Assistant Commissioner:
Department of Parks and Recreation of the
City of New York
830 Fifth Avenue
New York, New York 10022
JOHN J. PYBURN Vice President and Treasurer:
Assistant Vice President McDonald Money Market Fund,
Inc.++;
McDonald Tax Exempt Money Market Fund,
Inc.++;
McDonald U.S. Government Money Market
Fund, Inc.++;
Treasurer and Assistant Secretary:
The Dreyfus Fund International Limited++++++;
Treasurer:
Dreyfus A Bonds Plus, Inc.++;
Dreyfus California Municipal
Income, Inc.++;
Dreyfus California Tax Exempt
Bond Fund, Inc.++;
Dreyfus California Tax Exempt
Money Market Fund++;
Dreyfus Capital Value Fund,
Inc.++;
Dreyfus Cash Management++;
Dreyfus Cash Management Plus, Inc.++;
Dreyfus Connecticut Municipal Money Market
Fund, Inc.++;
The Dreyfus Convertible Securities Fund,
Inc.++;
The Dreyfus Fund Incorporated++;
Dreyfus GNMA Fund, Inc.++;
Dreyfus Government Cash Management++;
Dreyfus Growth Opportunity Fund,
Inc.++;
Dreyfus Index Fund++;
Dreyfus Institutional Money Market Fund++;
Dreyfus Insured Municipal Bond Fund, Inc.++;
Dreyfus Intermediate Municipal Bond Fund,
Inc.++;
Dreyfus Investors GNMA Fund, L.P.++;
The Dreyfus Leverage Fund, Inc.++;
Dreyfus Life and Annuity Index Fund, Inc.++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Massachusetts Municipal Money Market
Fund++;
Dreyfus Massachusetts Tax Exempt Bond Fund++;
Dreyfus Michigan Municipal Money Market Fund,
Inc.++;
Dreyfus Money Market Instruments, Inc.++;
Dreyfus Municipal Cash Management Plus++;
Dreyfus Municipal Income, Inc.++;
Dreyfus Municipal Money Market Fund, Inc.++;
Dreyfus New Jersey Municipal Bond Fund,
Inc.++;
Dreyfus New Jersey Municipal Money Market
Fund, Inc.++;
Dreyfus New Leaders Fund, Inc.++;
Dreyfus New York Insured Tax Exempt Bond
Fund++;
Dreyfus New York Municipal Cash Management++;
Dreyfus New York Municipal Income, Inc.++;
Dreyfus New York Tax Exempt Bond Fund,
Inc.++;
Dreyfus New York Tax Exempt Intermediate Bond
Fund++;
Dreyfus New York Tax Exempt Money Market
Fund++;
Dreyfus Ohio Municipal Money Market Fund,
Inc.++;
Dreyfus 100% U.S. Treasury Intermediate
Term Fund, L.P.++;
Dreyfus 100% U.S. Treasury Long Term Fund,
L.P.++;
Dreyfus 100% U.S. Treasury Money Market Fund,
L.P.++;
Dreyfus 100% U.S. Treasury Short Term Fund,
L.P.++;
Dreyfus Pennsylvania Municipal Money Market
Fund++;
Dreyfus Short-Intermediate Government Fund++;
Dreyfus Short-Intermediate Tax Exempt Bond
Fund++;
Dreyfus Strategic Governments Income, Inc.++;
Dreyfus Strategic Growth, L.P.++;
Dreyfus Strategic Income++;
Dreyfus Strategic Investing++;
Dreyfus Strategic Municipal Bond Fund,
Inc.++;
Dreyfus Strategic Municipals, Inc.++;
Dreyfus Strategic World Investing, L.P.++;
Dreyfus Strategic World Revenues, L.P.++;
Dreyfus Tax Exempt Bond Fund, Inc.++;
Dreyfus Tax Exempt Cash Management++;
The Dreyfus Third Century Fund, Inc.++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash Management++;
Dreyfus Variable Investment
Fund++;
Dreyfus Worldwide Dollar Money Market Fund,
Inc.++;
First Prairie Diversified Asset Fund++;
First Prairie Money Market Fund++;
First Prairie Tax Exempt Bond Fund, Inc.++;
First Prairie Tax Exempt Money Market Fund++;
FN Network Tax Free Money Market Fund,
Inc.++;
General Aggressive Growth Fund, Inc.++;
General California Municipal Bond Fund,
Inc.++;
General California Municipal Money Market
Fund++;
General Government Securities Money Market
Fund, Inc.++;
General Money Market Fund, Inc.++;
General Municipal Bond Fund, Inc.++;
General Municipal Money Market Fund, Inc.++;
General New York Municipal Bond Fund, Inc.++;
General New York Municipal Money
Market Fund++;
Peoples Index Fund, Inc.++;
Premier California Municipal Bond
Fund++;
Premier GNMA Fund++;
Premier Municipal Bond Fund++;
Premier New York Municipal Bond Fund++;
Premier State Municipal Bond
Fund++
MAURICE BENDRIHEM Formerly, Vice President-Financial
Controller Planning, Administration and Tax:
Showtime/The Movie Channel, Inc.
1633 Broadway
New York, New York 10019;
Treasurer:
Dreyfus Acquisition Corporation*;
Dreyfus Consumer Life Insurance
Company*;
Dreyfus Land Development Corporation*;
Dreyfus Life Insurance Company*;
Dreyfus-Lincoln, Inc.*;
Dreyfus Partnership Management, Inc.*;
Dreyfus Service Organization, Inc.*;
Seven Six Seven Agency, Inc.*;
The Truepenny Corporation*;
Controller:
The Dreyfus Trust Company++;
The Dreyfus Trust Company
(N.J.)++;
The Dreyfus Consumer Credit Corporation*;
Assistant Treasurer:
Dreyfus Precious Metals*
MARK N. JACOBS Vice President:
Secretary and Deputy Dreyfus A Bonds Plus, Inc.++;
General Counsel Dreyfus Balanced Fund, Inc.++;
Dreyfus BASIC Money Market Fund, Inc.++;
Dreyfus BASIC U.S. Government Money Market
Fund++;
Dreyfus California Intermediate Municipal
Bond Fund++;
Dreyfus Connecticut Intermediate Municipal
Bond Fund++;
The Dreyfus Convertible
Securities Fund, Inc.++;
Dreyfus Edison Electric Index Fund, Inc.++;
The Dreyfus Fund Incorporated++;
Dreyfus Global Investing, Inc.++;
Dreyfus Index Fund++;
Dreyfus Institutional Money Market
Fund++;
The Dreyfus Leverage Fund, Inc.++;
Dreyfus Life and Annuity Index Fund,
Inc.++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Massachusetts Intermediate Municipal
Bond Fund++;
Dreyfus Money Market Instruments, Inc.++;
Dreyfus Municipal Money Market Fund, Inc.++;
Dreyfus New Jersey Intermediate Municipal
Bond Fund++;
Dreyfus New Jersey Municipal Bond Fund,
Inc.++;
Dreyfus 100% U.S. Treasury Intermediate Term
Fund, L.P.++;
Dreyfus 100% U.S. Treasury Long Term
Fund, L.P.++;
Dreyfus 100% U.S. Treasury Intermediate
Term Fund, L.P.++;
Dreyfus 100% U.S. Treasury Money
Market Fund, L.P.++;
Dreyfus 100% U.S. Treasury Short Term
Fund, L.P.++;
Dreyfus Short-Term Income Fund, Inc.++;
Dreyfus Strategic Growth, L.P.++;
Dreyfus Strategic Income++;
Dreyfus Strategic Investing++;
Dreyfus Strategic Municipal Bond
Fund, Inc.++;
Dreyfus Strategic Municipals, Inc.++;
Dreyfus Strategic World Investing, L.P.++;
Dreyfus Strategic World Revenues, L.P.++;
Dreyfus Tax Exempt Bond Fund, Inc.++;
Dreyfus Variable Investment
Fund++;
Dreyfus-Wilshire Target Funds, Inc.++;
Dreyfus Worldwide Dollar Money Market Fund,
Inc.++;
General California Municipal Bond Fund,
Inc.++;
Peoples Index Fund, Inc.++;
Peoples S&P MidCap Index Fund, Inc.++;
Director:
World Balanced Fund++++;
Director and Secretary:
Dreyfus Life Insurance Company*;
Secretary:
Dreyfus California Tax Exempt Bond Fund,
Inc.++;
Dreyfus California Tax Exempt
Money Market Fund++;
Dreyfus Capital Value Fund,
Inc.++;
Dreyfus Cash Management++;
Dreyfus Cash Management Plus, Inc.++;
Dreyfus Connecticut Municipal Money Market
Fund, Inc.++;
The Dreyfus Consumer Credit Corporation*;
Dreyfus Consumer Life Insurance Company*;
Dreyfus Florida Intermediate Municipal Bond
Fund++;
Dreyfus GNMA Fund, Inc.++;
Dreyfus Government Cash Management++;
Dreyfus Growth and Income Fund, Inc.++;
Dreyfus Growth Opportunity Fund, Inc.++;
Dreyfus Insured Municipal Bond Fund, Inc.++;
Dreyfus Intermediate Municipal Bond Fund,
Inc.++;
Dreyfus Investors GNMA Fund, L.P.++;
Dreyfus Investors Municipal Money Market
Fund, Inc.++;
Dreyfus Management, Inc.**;
Dreyfus Massachusetts Municipal
Money Market Fund++;
Dreyfus Massachusetts Tax Exempt
Bond Fund++;
Dreyfus Michigan Municipal Money Market Fund,
Inc.++;
Dreyfus Municipal Cash Management
Plus++;
Dreyfus New Jersey Municipal
Money Market Fund, Inc.++;
Dreyfus New Leaders Fund, Inc.++;
Dreyfus New York Insured Tax
Exempt
Bond Fund++;
Dreyfus New York Municipal Cash Management++;
Dreyfus New York Tax Exempt
Bond Fund, Inc.++;
Dreyfus New York Tax Exempt
Intermediate Bond Fund++;
Dreyfus New York Tax Exempt
Money Market Fund++;
Dreyfus Ohio Municipal Money
Market
Fund, Inc.++;
Dreyfus Pennsylvania Municipal Money
Market Fund++;
Dreyfus Personal Management, Inc.**;
Dreyfus Short-Intermediate Government Fund++;
Dreyfus Short-Intermediate Tax Exempt Bond
Fund++;
Dreyfus Tax Exempt Cash Management++;
The Dreyfus Third Century Fund, Inc.++;
Dreyfus Treasury Cash
Management++;
Dreyfus Treasury Prime Cash Management++;
First Prairie Cash Management++;
First Prairie Diversified Asset Fund++;
First Prairie Money Market Fund++;
First Prairie Tax Exempt Bond Fund, Inc.++;
First Prairie Tax Exempt Money Market Fund++;
First Prairie U.S. Government Income Fund++;
First Prairie U.S. Treasury Securities Cash
Management++;
FN Network Tax Free Money Market Fund,
Inc.++;
General Aggressive Growth Fund, Inc.++;
General California Municipal Money Market
Fund++;
General Government Securities Money Market
Fund, Inc.++;
General Money Market Fund, Inc.++;
General Municipal Bond Fund, Inc.++;
General Municipal Money Market Fund, Inc.++;
General New York Municipal Bond Fund,
Inc.++;
General New York Municipal Money
Market Fund++;
Pacific American Fund+++++;
Premier California Municipal Bond
Fund++;
Premier GNMA Fund++;
Premier Municipal Bond Fund++;
Premier New York Municipal Bond Fund++;
Premier State Municipal Bond Fund++;
Assistant Secretary:
Dreyfus Service Organization, Inc.*;
Major Trading Corporation*;
The Truepenny Corporation*
CHRISTINE PAVALOS Assistant Secretary:
Assistant Secretary Dreyfus A Bonds Plus, Inc.++;
Dreyfus Acquisition Corporation*;
Dreyfus Balanced Fund, Inc.++;
Dreyfus BASIC Money Market Fund, Inc.++;
Dreyfus BASIC U.S. Government Money Market
Fund++;
Dreyfus California Intermediate Municipal
Bond Fund++;
Dreyfus California Municipal Income, Inc.++;
Dreyfus California Tax Exempt Bond Fund,
Inc.++;
Dreyfus California Tax Exempt
Money Market Fund++;
Dreyfus Capital Value Fund, Inc.++;
Dreyfus Cash Management++;
Dreyfus Cash Management Plus, Inc.++;
Dreyfus Connecticut Intermediate Municipal
Bond Fund++;
Dreyfus Connecticut Municipal Money
Market Fund, Inc.++;
The Dreyfus Convertible Securities
Fund, Inc.++;
Dreyfus Edison Electric Index Fund, Inc.++;
Dreyfus Florida Intermediate Municipal Bond
Fund++;
The Dreyfus Fund Incorporated++;
Dreyfus Global Investing, Inc.++;
Dreyfus GNMA Fund, Inc.++;
Dreyfus Government Cash Management++;
Dreyfus Growth and Income, Inc.++;
Dreyfus Growth Opportunity Fund, Inc.++;
Dreyfus Index Fund++;
Dreyfus Institutional Money Market Fund++;
Dreyfus Insured Municipal Bond Fund, Inc.++;
Dreyfus Intermediate Municipal Bond Fund,
Inc.++;
Dreyfus Investors GNMA Fund, L.P.++;
Dreyfus Investors Municipal Money Market
Fund, Inc.++;
Dreyfus Land Development Corporation*;
The Dreyfus Leverage Fund, Inc.++;
Dreyfus Life and Annuity Index Fund,
Inc.++;
Dreyfus Liquid Assets, Inc.++;
Dreyfus Management, Inc.**;
Dreyfus Massachusetts Intermediate Municipal
Bond Fund++;
Dreyfus Massachusetts Municipal Money Market
Fund++;
Dreyfus Massachusetts Tax Exempt Bond Fund++;
Dreyfus Michigan Municipal Money Market Fund,
Inc.++;
Dreyfus Money Market Instruments, Inc.++;
Dreyfus Municipal Cash Management Plus++;
Dreyfus Municipal Income, Inc.++;
Dreyfus Municipal Money Market Fund, Inc.++;
Dreyfus New Jersey Intermediate Municipal
Bond Fund++;
Dreyfus New Jersey Municipal Bond Fund,
Inc.++;
Dreyfus New Jersey Municipal Money Market
Fund, Inc.++;
Dreyfus New Leaders Fund, Inc.++;
Dreyfus New York Insured Tax Exempt Bond
Fund++;
Dreyfus New York Municipal Cash Management++;
Dreyfus New York Municipal Income, Inc.++;
Dreyfus New York Tax Exempt Bond Fund,
Inc.++;
Dreyfus New York Tax Exempt Intermediate Bond
Fund++;
Dreyfus New York Tax Exempt Money Market
Fund++;
Dreyfus Ohio Municipal Money Market Fund,
Inc.++;
Dreyfus 100% U.S. Treasury Intermediate Term
Fund, L.P.++;
Dreyfus 100% U.S. Treasury Long Term Fund,
L.P.++;
Dreyfus 100% U.S. Treasury Money Market Fund,
L.P.++;
Dreyfus 100% U.S. Treasury Short Term Fund,
L.P.++;
Dreyfus Pennsylvania Municipal Money
Market Fund++;
Dreyfus Service Corporation*;
Dreyfus Short-Intermediate Government Fund++;
Dreyfus Short-Intermediate Tax Exempt Bond
Fund++;
Dreyfus Short-Term Income Fund, Inc.++;
Dreyfus Strategic Governments Income, Inc.++;
Dreyfus Strategic Growth, L.P.++;
Dreyfus Strategic Income++;
Dreyfus Strategic Investing++;
Dreyfus Strategic Municipal Bond Fund,
Inc.++;
Dreyfus Strategic Municipals, Inc.++;
Dreyfus Strategic World Investing, L.P.++;
Dreyfus Strategic World Revenues, L.P.++;
Dreyfus Tax Exempt Bond Fund, Inc.++;
Dreyfus Tax Exempt Cash Management++;
The Dreyfus Third Century Fund, Inc.++;
Dreyfus Treasury Cash Management++;
Dreyfus Treasury Prime Cash Management++;
Dreyfus Variable Investment Fund++;
Dreyfus-Wilshire Target Funds, Inc.++;
Dreyfus Worldwide Dollar Money Market Fund,
Inc.++;
First Prairie Cash Management++;
First Prairie Diversified Asset
Fund++;
First Prairie Money Market Fund++;
First Prairie Tax Exempt
Bond Fund, Inc.++;
First Prairie Tax Exempt Money Market Fund++;
First Prairie U.S. Government Income Fund++;
First Prairie U.S. Treasury Securities Cash
Management++;
FN Network Tax Free Money Market Fund,
Inc.++;
General Aggressive Growth Fund,
Inc.++;
General California Municipal Bond Fund,
Inc.++;
General California Municipal Money Market
Fund++;
General Government Securities Money Market
Fund, Inc.++;
General Money Market Fund, Inc.++;
General Municipal Bond Fund, Inc.++;
General Municipal Money Market Fund, Inc.++;
General New York Municipal Bond Fund,
Inc.++;
General New York Municipal Money
Market Fund++;
McDonald Money Market Fund, Inc.++;
McDonald Tax Exempt Money Market Fund,
Inc.++;
McDonald U.S. Government Money Market
Fund, Inc.++;
Peoples Index Fund, Inc.++;
Peoples S&P MidCap Index Fund, Inc.++;
Premier California Municipal
Bond Fund++;
Premier GNMA Fund++;
Premier Municipal Bond Fund++;
Premier New York Municipal
Bond Fund++;
Premier State Municipal Bond Fund++;
The Truepenny Corporation*
* The address of the business so indicated is 200 Park Avenue,
New York, New York 10166.
** The address of the business so indicated is 767 Fifth Avenue,
New York, New York 10153.
***The address of the business so indicated is 45 Broadway, New
York, New York 10006.
**** The address of the business so indicated is Five Triad
Center,
Salt Lake City, Utah 84180.
+ The address of the business so indicated is Atrium Building,
80 Route 4 East, Paramus, New Jersey 07652.
++ The address of the business so indicated is 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144.
+++ The address of the business so indicated is One
Rockefeller
Plaza, New York, New York 10020.
++++ The address of the business so indicated is 2
Boulevard Royal, Luxembourg.
+++++ The address of the business so indicated is 800 West
Sixth Street, Suite 1000, Los Angeles, California 90017.
++++++ The address of the business so indicated is Nassau,
Bahama Islands.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
(continued)
(B) SUB-INVESTMENT ADVISER - M&G INVESTMENT MANAGEMENT
LIMITED
M&G Investment Management Limited ("M&G"), a corporation with
principal
place of business at Three Quays Tower Hill, London EC3R 6B2,
England, is a
registered investment adviser under the Investment Advisers Act
of 1940.
The business of M&G consists primarily of providing investment
counselling
services to institutional investors.
Officers and Directors of Sub-Investment Adviser
Principal Occupation or Other
Employment of a Substantial
Name and Position with M&G Nature
LAURENCE EDWARD LINAKER Investment Manager,
Chairman of the Board M&G Investment Management
Limited
of Directors
DAVID LESLIE MORGAN Investment Manager,
Managing Director M&G Investment Management
Limited
JOHN PETER ALLARD Investment Manager,
Director M&G Investment Management
Limited
JOHN WILLIAM BOECKMANN Investment Manager,
Director M&G Investment Management
Limited
GORDON PETER CRAIG Investment Manager,
Director M&G Investment Management
Limited
ROBERT AIDEN ROCHE HAYES Investment Manager,
Director M&G Investment Management
Limited
RICHARD STORMONT HUGHES Investment Manager,
Director M&G Investment Management
Limited
DAVID JAMES HUTCHINS Investment Manager,
Director M&G Investment Management
Limited
JAMES ROBERT DOMINIC KORNER Investment Manager,
Director M&G Investment Management
Limited
EWEN ALAN MACPHERSON Director of Notz Stucid & Cie,
Geneva,
Director and non-executive director of
a
number
of other companies
PAUL RODNEY MARSH Professor of Management and
Director Finance at the London Business
School
NIGEL DOUGLAS MORRISON Investment Manager,
Director M&G Investment Management
Limited
ROGER DANIEL NIGHTINGALE Economist with RDN Associates
Director
PAUL DAVID ASHBURNER NIX Investment Manager,
Director M&G Investment Management
Limited
WILLIAM JOHN NOTT Investment Manager,
Director M&G Investment Management
Limited
DANIEL O'SHEA Investment Manager,
Director M&G Investment Management
Limited
DUNCAN NEIL ROBERTSON Investment Manager,
Director M&G Investment Management
Limited
JOHN CHRISTOPHER WHITAKER Investment Manager,
Director M&G Investment Management
Limited
ANTHONY JOHN ASHPLANT Secretary,
Secretary M&G Investment Management
Limited
ITEM 29. PRINCIPAL UNDERWRITERS
(a) Other investment companies for which Registrant's
principal underwriter (exclusive distributor)
acts
as principal underwriter or exclusive
distributor:
1. Comstock Partners Strategy Fund, Inc.
2. Dreyfus A Bonds Plus, Inc.
3. Dreyfus Balanced Fund, Inc.
4. Dreyfus BASIC Money Market Fund, Inc.
5. Dreyfus BASIC U.S. Government Money Market
Fund
6. Dreyfus California Intermediate Municipal
Bond Fund
7. Dreyfus California Tax Exempt Bond Fund,
Inc.
8. Dreyfus California Tax Exempt Money Market
Fund
9. Dreyfus Capital Value Fund, Inc.
10. Dreyfus Cash Management
11. Dreyfus Cash Management Plus, Inc.
12. Dreyfus Connecticut Intermediate Municipal
Bond Fund
13. Dreyfus Connecticut Municipal Money Market
Fund, Inc.
14. The Dreyfus Convertible Securities Fund,
Inc.
15. Dreyfus Edison Electric Index Fund, Inc.
16. Dreyfus Florida Intermediate Municipal Bond
Fund
17. The Dreyfus Fund Incorporated
18. Dreyfus Global Investing, Inc.
19. Dreyfus GNMA Fund, Inc.
20. Dreyfus Government Cash Management
21. Dreyfus Growth and Income Fund, Inc.
22. Dreyfus Growth Opportunity Fund, Inc.
23. Dreyfus Institutional Money Market Fund
24. Dreyfus Insured Municipal Bond Fund, Inc.
25. Dreyfus Intermediate Municipal Bond Fund,
Inc.
26. Dreyfus Investors GNMA Fund, L.P.
27. Dreyfus Investors Municipal Money Market
Fund, Inc.
28. The Dreyfus Leverage Fund, Inc.
29. Dreyfus Life and Annuity Index Fund, Inc.
30. Dreyfus Liquid Assets, Inc.
31. Dreyfus Massachusetts Intermediate Municipal
Bond Fund
32. Dreyfus Massachusetts Municipal Money Market
Fund
33. Dreyfus Massachusetts Tax Exempt Bond Fund
34. Dreyfus Michigan Municipal Money Market
Fund,
Inc.
35. Dreyfus Money Market Instruments, Inc.
36. Dreyfus Municipal Cash Management Plus
37. Dreyfus Municipal Money Market Fund, Inc.
38. Dreyfus New Jersey Intermediate Municipal
Bond Fund
39. Dreyfus New Jersey Municipal Bond Fund, Inc.
40. Dreyfus New Jersey Municipal Money Market Fund,
Inc.
41. Dreyfus New Leaders Fund, Inc.
42. Dreyfus New York Insured Tax Exempt Bond
Fund
43. Dreyfus New York Municipal Cash Management
44. Dreyfus New York Tax Exempt Bond Fund, Inc.
45. Dreyfus New York Tax Exempt Intermediate Bond Fund
46. Dreyfus New York Tax Exempt Money Market
Fund
47. Dreyfus Ohio Municipal Money Market Fund, Inc.
48. Dreyfus 100% U.S. Treasury Intermediate Term Fund, L.P.
49. Dreyfus 100% U.S. Treasury Long Term Fund, L.P.
50. Dreyfus 100% U.S. Treasury Money Market Fund,
L.P.
51. Dreyfus 100% U.S. Treasury Short Term Fund, L.P.
52. Dreyfus Pennsylvania Municipal Money Market Fund
53. Dreyfus Short-Intermediate Government Fund
54. Dreyfus Short-Intermediate Tax Exempt Bond Fund
55. Dreyfus Short-Term Income Fund, Inc.
56. Dreyfus Strategic Growth, L.P.
57. Dreyfus Strategic Income
58. Dreyfus Strategic Investing
59. Dreyfus Strategic World Investing, L.P.
60. Dreyfus Strategic World Revenues, L.P.
61. Dreyfus Tax Exempt Bond Fund, Inc.
62. Dreyfus Tax Exempt Cash Management
63. The Dreyfus Third Century Fund, Inc.
64. Dreyfus Treasury Cash Management
65. Dreyfus Treasury Prime Cash Management
66. Dreyfus Variable Investment Fund
67. Dreyfus-Wilshire Target Funds, Inc.
68. Dreyfus Worldwide Dollar Money Market Fund,
Inc.
69. First Prairie Cash Management
70. First Prairie Diversified Asset Fund
71. First Prairie Money Market Fund
72. First Prairie Tax Exempt Bond Fund, Inc.
73. First Prairie Tax Exempt Money Market Fund
74. First Prairie U.S. Government Income Fund
75. First Prairie U.S. Treasury Securities Cash
Management
76. FN Network Tax Free Money Market Fund, Inc.
77. General Aggressive Growth Fund, Inc.
78. General California Municipal Bond Fund, Inc.
79. General California Municipal Money Market Fund
80. General Government Securities Money Market
Fund, Inc.
81. General Money Market Fund, Inc.
82. General Municipal Bond Fund, Inc.
83. General Municipal Money Market Fund, Inc.
84. General New York Municipal Bond Fund, Inc.
85. General New York Municipal Money Market Fund
86. Pacific American Fund
87. Peoples Index Fund, Inc.
88. Peoples S&P MidCap Index Fund, Inc.
89. Premier California Municipal Bond Fund
90. Premier GNMA Fund
91. Premier Growth Fund, Inc.
92. Premier Municipal Bond Fund
93. Premier New York Municipal Bond Fund
94. Premier State Municipal Bond Fund
(b)
Positions and offices Positions
and
Name and principal with Dreyfus offices with
business address Service Corporation Registrant
Howard Stein* Chairman of the Board None
Robert H. Schmidt* President and Director None
Joseph S. DiMartino* Executive Vice President President and
and Director Investment Officer
Lawrence M. Greene* Executive Vice President None
and Director
Julian M. Smerling* Executive Vice President None
and Director
Elie M. Genadry* Executive Vice President None
Donald A. Nanfeldt* Executive Vice President None
Kevin Flood* Senior Vice President None
Irene Papadoulis** Senior Vice President None
Kirk Stumpp* Senior Vice President/ None
Director of Marketing
Diane M. Coffey* Vice President None
Roy Gross* Vice President-Customer None
Satisfaction
Walter V. Harris* Vice President None
William Harvey* Vice President None
William V. Healey* Vice President/ None
Legal Counsel
Adwick Pinnock** Vice President None
George Pirrone* Vice President/Trading None
Karen Rubin Waldmann* Vice President None
Peter D. Schwab* Vice President/New Products None
Michael Anderson* Assistant Vice President None
Sydney R. Gordon* Assistant Vice President None
Carolyn Sobering* Assistant Vice President- None
Trading
Daniel C. Maclean* Secretary Vice
President
Robert F. Dubuss* Treasurer None
Maurice Bendrihem* Controller None
Michael J. Dolitsky* Assistant Controller None
Susan Verbil Goldgraben* Assistant Treasurer None
Christine Pavalos* Assistant Secretary Assistant Secretary
Broker-Dealer Division of Dreyfus Service Corporation
=====================================================
Positions and offices
with Broker-Dealer Positions and
Name and principal Division of Dreyfus offices with
business address Service Corporation Registrant
Elie M. Genadry* President None
Craig E. Smith* Executive Vice President None
Peter S. Ferrentino Regional Vice President None
San Francisco, CA
W. Richard Francis Regional Vice President None
Palm Harbor, FL
Philip Jochem Regional Vice President None
Warrington, PA
Fred Lanier Regional Vice President None
Atlanta, GA
Robert F. Madaii Regional Vice President None
La Jolla, CA
Joseph Reaves Regional Vice President None
New Orleans, LA
Christian Renninger Regional Vice President None
Germantown, MD
L. Allen Veach Regional Vice President None
Colchester, VT
Kurt Wiessner Regional Vice President None
Minneapolis, MN
Brian Williams Regional Vice President None
Chicago, IL
Institutional Services Division of Dreyfus Service Corporation
==============================================================
Positions and offices
with Institutional Services Positions and
Name and principal Division of Dreyfus offices
with
business address Service Corporation Registrant
Elie M. Genadry* President None
Donald A. Nanfeldt* Executive Vice President None
Stacey Alexander* Vice President None
Eric Almquist* Vice President None
James E. Baskin+++++++ Vice President None
Stephen Burke* Vice President None
Laurel A. Diedrick Burrows*** Vice President None
Charles Cardona** Vice President None
Daniel L. Clawson++++ Vice President None
William E. Findley**** Vice President None
Mary Genet***** Vice President None
Melinda Miller Gordon* Vice President None
Christina Haydt++ Vice President- None
Institutional Sales
Carol Anne Kelty* Vice President- None
Institutional Sales
Gertrude F. Laidig+++++ Vice President None
Kathleen McIntyre Lewis++ Vice President None
Susan M. O'Connor* Vice President- None
Institutional Seminars
Andrew Pearson+++ Vice President- None
Institutional Sales
Jean Heitzman Penny***** Vice President- None
Institutional Sales
Dwight Pierce+ Vice President None
Emil Samman* Vice President- None
Institutional Marketing
Edward Sands* Vice President- None
Institutional Operations
Sue Ann Seefeld++++ Vice President- None
Institutional Sales
Judy Ulrich*** Vice President None
Elizabeth Biordi Wieland* Vice President- None
Institutional Administration
Eileen Gilfedder** Assistant Vice President None
Roberta Hall***** Assistant Vice President- None
Institutional Servicing
Eva Machek***** Assistant Vice President- None
Institutional Sales
Debra Masterpalo* Assistant Vice President None
James Nieland* Assistant Vice President None
Lois Paterson* Assistant Vice President- None
Institutional Operations
William Schalda* Assistant Vice President None
Karen Markovic Shpall++++++ Assistant Vice President None
Emilie Tongalson** Assistant Vice President- None
Institutional Servicing
Tonda Watson**** Assistant Vice President- None
Institutional Sales
Group Retirement Plans Division of Dreyfus Service Corporation
==============================================================
Positions and offices
with Group Retirement Positions and
Name and principal Plans Division of offices
with
business address Dreyfus Service Corporation Registrant
Elie M. Genadry* President None
Robert W. Stone* Executive Vice President None
Paul Allen* Senior Vice President- None
National Sales
Lynda Meyer* Senior Vice President None
George Anastasakos* Vice President None
William Gallagher* Vice President-Sales None
Brent Glading* Vice President-Sales None
Gerald Goz* Vice President-Sales None
Cherith Harrison* Vice President-Sales None
Leonard Larrabee* Vice President and None
Senior Counsel
Samuel Mancino** Vice President-Installation None
Joanna Morris* Vice President-Sales None
Scott Zeleznyk* Vice President-Sales None
Alana Zion* Vice President-Sales None
_______________
* The address of the offices so indicated is 200 Park
Avenue, New York, New York 10166.
** The address of the offices so indicated is 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144.
*** The address of the offices so indicated is 580
California
Street, San Francisco, California 94104.
**** The address of the offices so indicated is 3384
Peachtree Road,
Suite 100, Atlanta, Georgia 30326-1106.
***** The address of the offices so indicated is 190 South
LaSalle
Street, Suite 2850, Chicago, Illinois 60603.
+ The address of the offices so indicated is P.O. Box
1657, Duxbury,
Massachusetts 02331.
++ The address of the offices so indicated is 800 West
Sixth Street,
Suite 1000, Los Angeles, California 90017.
+++ The address of the offices so indicated is 11 Berwick
Lane,
Edgewood, Rhode Island 02905.
++++ The address of the offices so indicated is 1700 Lincoln
Street,
Suite 3940, Denver, Colorado 80203.
+++++ The address of the offices so indicated is 6767 Forest
Hill Avenue,
Richmond, Virginia 23225.
++++++ The address of the offices so indicated is 2117 Diamond
Street, San
Diego, California 92109.
+++++++ The address of the offices so indicated is P.O. Box
757,
Holliston,
Massachusetts 01746.
Item 30. Location of Accounts and Records
1. The Shareholder Services Group, Inc.,
a subsidiary of First Data Corporation
P.O. Box 9671
Providence, Rhode Island 02940-9671
2. The Bank of New York
110 Washington Street
New York, New York 10286
3. The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Item 31. Management Services
Not Applicable
Item 32. Undertakings
Registrant hereby undertakes
(b) (1) to file a post-effective amendment, using financial
statements as of a reasonably current date which need
not be certified, within four to
six months from the effective date of Registrant's 1933
Act Registration Statement.
(2) to call a meeting of shareholders for the purpose of
voting upon the question of removal of a director or
directors when requested in writing to do so by the
holders of at least 10% of the Registrant's outstanding
shares of common stock and in connection with such
meeting to comply with the provisions of Section 16(c)
of
the Investment Company Act of 1940 relating
to
shareholder communications.
(3) To furnish each person to whom a prospectus is
delivered
with a copy of its latest annual report to
shareholders,
upon request and without charge.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933 and the Investment Company Act of 1940, the Registrant has
duly caused this
Amendment to Registration Statement to be signed on its behalf
by
the undersigned, thereunto duly authorized, in the City of New
York, and State of New York, on the 23rd day of February, 1994.
DREYFUS GLOBAL BOND FUND, INC.
(Registrant)
By:/s/ Joseph S. DiMartino
Joseph S. DiMartino, President
POWER OF ATTORNEY
Each person whose signature appears below on this
Amendment to Registration Statement hereby constitutes and
appoints Mark N. Jacobs,
Daniel C. Maclean, Steven F. Newman and Michael A. Rosenberg,
and
each of them, with full power to act without the other, his true
and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any
and all
capacities (until revoked in writing) to sign any and all
amendments to this
Registration Statement (including post-effective amendments and
amendments
thereto), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and
thing ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed below by
the
following persons in the capacities and on the dates indicated.
/s/ Joseph S. DiMartino President February 23, 1994
Joseph S. DiMartino (Principal
Executive
Officer) and
Director
/s/ Jeffrey N. Nachman Vice President February 23, 1994
Jeffrey N. Nachman and Treasurer
(Principal Financial
and Accounting
Officer)
/s/ John M. Fraser, Jr. Director February 23, 1994
John M. Fraser, Jr.
/s/ Robert R. Glauber Director February 23, 1994
Robert R. Glauber
/s/ James F. Henry Director February 23, 1994
James F. Henry
/s/ Rosalind Gersten Jacobs Director February 23, 1994
Rosalind Gersten Jacobs
/s/ Irving Kristol Director February 23, 1994
Irving Kristol
/s/ Dr. Paul A. Marks Director February 23, 1994
Dr. Paul A. Marks
/s/ Dr. Martin Peretz Director February 23, 1994
Dr. Martin Peretz
/s/ Howard Stein Director February 23, 1994
Howard Stein
/s/ Bert W. Wasserman Director February 23, 1994
Bert W. Wasserman
DREYFUS GLOBAL BOND FUND, INC.
Pre-Effective Amendment No. 2 to
Registration Statement on Form N-1A under
the Securities Act of 1933 and
the Investment Company Act of 1940
____________________
EXHIBITS
____________________
INDEX TO EXHIBITS
Page
(1) (a) Articles of Incorporation . . . . . . . . . . . .
(1) (b) Articles of Amendment . . . . . . . . . . . . . .
(2) By-Laws. . . . . . . . . . . . . . . . . . . . . . . .
(5) (a) Management Agreement. . . . . . . . . . . . . . .
(5) (b) Sub-Investment Advisory Agreement . . . . . . . .
(6) Distribution Agreement . . . . . . . . . . . . . . . .
(8) Custody Agreement. . . . . . . . . . . . . . . . . . .
(9) Shareholder Services Plan. . . . . . . . . . . . . . .
(10) Opinion (including consent) of
Stroock & Stroock & Lavan. . . . . . . . . . . . . .
(11) Consent of Independent Auditors. . . . . . . . . . . .
(15) Distribution Plan. . . . . . . . . . . . . . . . . . .
Other Exhibits:
Certificate of Assistant Secretary . . . . . . . . . .
Notification of Election Pursuant to Rule 18f-1. . . .
<PAGE>
EXHIBIT (1)(a)
ARTICLES OF INCORPORATION
OF
DREYFUS GLOBAL DEBT FUND, INC.
FIRST: The undersigned, David Stephens, whose address
is Seven Hanover Square, New York, New York 10004-2696, being at
least eighteen years of age, hereby forms a corporation under
the
Maryland General Corporation Law.
SECOND: The name of the corporation (hereinafter
called the "corporation") is Dreyfus Global Debt Fund, Inc.
THIRD: The corporation is formed for the following
purpose or purposes:
(a) to conduct, operate and carry on the
business of an investment company;
(b) to subscribe for, invest in, reinvest
in, purchase or otherwise acquire, hold, pledge, sell,
assign, transfer, lend, write options on, exchange,
distribute or otherwise dispose of and deal in and
with
securities of every nature, kind, character, type and
form, including without limitation of the generality
of
the foregoing, all types of stocks, shares, futures
contracts, bonds, debentures, notes, bills and other
negotiable or non-negotiable instruments, obligations,
evidences of interest, certificates of interest,
certificates of participation, certificates,
interests,
evidences of ownership, guarantees, warrants, options
or evidences of indebtedness issued or created by or
guaranteed as to principal and interest by any state
or
local government or any agency or instrumentality
thereof, by the United States Government or any
agency,
instrumentality, territory, district or possession
thereof, by any foreign government or any agency,
instrumentality, territory, district or possession
thereof, by any corporation organized under the laws
of
any state, the United States or any territory or
possession thereof or under the laws of any foreign
country, bank certificates of deposit, bank time
deposits, bankers' acceptances and commercial paper;
to
pay for the same in cash or by the issue of stock,
including treasury stock, bonds or notes of the
corporation or otherwise; and to exercise any and all
rights, powers and privileges of ownership or interest
in respect of any and all such investments of every
kind and description, including without limitation, the right
to consent and otherwise act with respect thereto,
with
power to designate one or more persons, firms,
associations or corporations to exercise any of said
rights, powers and privileges in respect of any said
instruments;
(c) to borrow money or otherwise obtain credit
and to secure the same by mortgaging, pledging or
otherwise subjecting as security the assets of the
corporation;
(d) to issue, sell, repurchase, redeem,
retire, cancel, acquire, hold, resell, reissue,
dispose
of, transfer, and otherwise deal in, shares of stock
of
the corporation, including shares of stock of the
corporation in fractional denominations, and to apply
to any such repurchase, redemption, retirement,
cancellation or acquisition of shares of stock of the
corporation any funds or property of the corporation
whether capital or surplus or otherwise, to the full
extent now or hereafter permitted by the laws of the
State of Maryland;
(e) to conduct its business, promote its
purposes and carry on its operations in any and all of
its branches and maintain offices both within and
without the State of Maryland, in any States of the
United States of America, in the District of Columbia
and in any other parts of the world; and
(f) to do all and everything necessary,
suitable, convenient, or proper for the conduct,
promotion and attainment of any of the businesses and
purposes herein specified or which at any time may be
incidental thereto or may appear conducive to or
expedient for the accomplishment of any of such
businesses and purposes and which might be engaged in
or carried on by a corporation incorporated or organized
under the Maryland General Corporation Law, and to
have
and exercise all of the powers conferred by the laws
of
the State of Maryland upon corporations incorporated
or
organized under the Maryland General Corporation Law.
The foregoing provisions of this Article THIRD shall
be
construed both as purposes and powers and each as an independent
purpose and power. The foregoing enumeration of specific
purposes
and powers shall not be held to limit or restrict in any manner
the purposes and powers of the corporation, and the purposes and
powers herein specified shall, except when otherwise provided in
this Article THIRD, be in no wise limited or restricted by
reference to, or inference from, the terms of any provision of
this or any other Article of these Articles of Incorporation;
provided, that the corporation shall not conduct any business,
promote any purpose, or exercise any power or privilege within
or
without the State of Maryland which, under the laws thereof, the
corporation may not lawfully conduct, promote, or exercise.
FOURTH: The post office address of the principal
office of the corporation within the State of Maryland, and of
the resident agent of the corporation within the State of
Maryland, is The Corporation Trust Incorporated, 32 South
Street,
Baltimore, Maryland 21202.
FIFTH: (1) The total number of shares of stock which
the corporation has authority to issue is three hundred million
(300,000,000) shares of Common Stock, all of which are of a par
value of one tenth of one cent ($.001) each.
(2) The aggregate par value of all the authorized
shares of stock is three hundred thousand dollars ($300,000.00).
(3) The Board of Directors of the corporation is
authorized, from time to time, to fix the price or the minimum
price or the consideration or minimum consideration for, and to
authorize the issuance of, the shares of stock of the
corporation.
(4) The Board of Directors of the corporation is
authorized, from time to time, to further classify or to re-
classify, 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. Notwith-
standing the provisions of paragraph (5)(a) of this
Article Fifth, if two or more classes are invested in
a
common investment portfolio, the shares of each such
class of stock of the corporation shall be subject to
the following preferences, conversion and other
rights,
voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of
redemption, and, if there are other classes of stock
invested in a different investment portfolio, shall also
be subject to the provisions of paragraph (5)(a) of this
Article Fifth at the portfolio level as if the classes
invested in the common investment portfolio were one
class:
(i) The income and expenses of the
investment
portfolio shall be allocated among the classes
invested
in the investment portfolio in accordance with the
number of shares outstanding of each such class or as
otherwise determined by the Board of Directors.
(ii) As more fully set forth in this paragraph
(5)(b) of Article Fifth, the liabilities and expenses of
the classes invested in the same investment portfolio
shall be determined separately from those of each other
and, accordingly, the net asset value, the dividends and
distributions payable to holders, and the amounts
distributable in the event of liquidation of the
corporation to holders of shares of the corporation's
stock may vary from class to class invested in the same
investment portfolio. Except for these differences and
certain other differences set forth in this paragraph
(5) of Article Fifth, the classes invested in the same
investment portfolio shall have the same preferences,
conversion and other rights, voting powers,
restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption.
(iii) The dividends and distributions of
investment income and capital gains with respect to the
classes invested in the same investment portfolio shall
be in such amounts as may be declared from time to
time
by the Board of Directors, and such dividends and
distributions may vary among the classes invested in the
same investment portfolio to reflect differing
allocations of the expenses of the corporation among the
classes and any resultant differences between the net
asset values per share of the classes, to such extent
and for such purposes as the Board of Directors may deem
appropriate. The allocation of investment income,
capital gains, expenses and liabilities of the
corporation among the classes shall be determined by the
Board of Directors in a manner that is consistent with
the order dated January 14, 1993 (Investment Company Act
of 1940 Release No. 19214) issued by the Securities and
Exchange Commission in connection with the application
for exemption filed by Dreyfus A Bonds Plus, Inc.,
et al., and any existing or future amendment to such
order or any rule or interpretation under the Investment
Company Act of 1940, as amended, that modifies or
supersedes such order (the "Order").
(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 one. The number of directors
shall
never be less than the minimum number prescribed by the Maryland
General Corporation Law.
(2) The name of the person who shall act as director of
the corporation until the first annual meeting or until his
successor or successors are duly chosen and qualify is as
follows:
Mark N. Jacobs
(3) The initial by-laws of the corporation shall be
adopted by the directors at their organizational meeting or by
their informal written action, as the case may be. Thereafter,
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
ursuant
to the direction of the Board of Directors, as to: the amount
of
the assets, debts, obligations, or liabilities of the
corporation;
the amount of any reserves or charges set up and the propriety
thereof; the time of or purpose for creating such reserves or
charges; the use, alteration or cancellation of any reserves or
charges (whether or not any debt, obligation or liability for
which such reserves or charges shall have been created shall
have
been paid or discharged or shall be then or thereafter required
to
be paid or discharged); the value of any investment or fair
value
of any other asset of the corporation; the amount of net
investment income; the number of shares of stock outstanding;
the
estimated expense in connection with purchases or redemptions of
the corporation's stock; the ability to liquidate investments in
orderly fashion; the extent to which it is practicable to
deliver
a cross-section of the portfolio of the corporation in payment
for
any such shares, or as to any other matters relating to the
issue,
sale, purchase, redemption and/or other acquisition or
disposition
of investments or shares of the corporation, or the
determination
of the net asset value of shares of the corporation shall be
final
and conclusive, and shall be binding upon the corporation and
all
holders of its shares, past, present and future, and shares of
the
corporation are issued and sold on the condition and
understanding
that any and all such determinations shall be binding as
aforesaid.
SEVENTH: (1) To the fullest extent that limitations on
the liability of directors and officers are permitted by the
Maryland General Corporation Law, no director or officer of the
corporation shall have any liability to the corporation or its
stockholders for damages. This limitation on liability applies
to
events occurring at the time a person serves as a director or
officer of the corporation whether or not such person is a
director or officer at the time of any proceeding in which
liability is asserted.
(2) The corporation shall indemnify and advance
expenses to its currently acting and its former directors to the
fullest extent that indemnification of directors is permitted by
the Maryland General Corporation Law. The corporation shall
indemnify and advance expenses to its officers to the same
extent
as its directors and to such further extent as is consistent
with
law. The board of directors may, through a by-law, resolution
or
agreement, make further provisions for indemnification of
directors, officers, employees and agents to the fullest extent
permitted by the Maryland General Corporation Law.
(3) No provision of this Article SEVENTH shall be
effective to protect or purport to protect any director or
officer
of the corporation against any liability to the corporation or
its
stockholders to which he would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office.
(4) References to the Maryland General Corporation
Law
in this Article SEVENTH are to the law as from time to time
amended. No amendment to the Articles of Incorporation of the
corporation shall affect any right of any person under this
Article SEVENTH based on any event, omission or proceeding prior
to such amendment.
EIGHTH: Any holder of shares of stock of the
corporation may require the corporation to redeem and the
corporation shall be obligated to redeem at the option of such
holder all or any part of the shares of the corporation owned by
said holder, at the redemption price, pursuant to the method,
upon
the terms and subject to the conditions hereinafter set forth:
(a) The redemption price per share shall be the
net asset value per share determined at such time or
times as the Board of Directors of the corporation shall
designate in accordance with any provision of the
Investment Company Act of 1940, any rule or regulation
thereunder or exemption or exception therefrom, or any
rule or regulation made or adopted by any securities
association registered under the Securities Exchange Act
of 1934.
(b) Net asset value per share of a class shall
be determined by dividing:
(i) The total value of the assets of
such class or, in the case of a class invested
in a common investment portfolio with other
classes, such class's proportionate share of
the total value of the assets of the common
investment portfolio, such value determined as
provided in Subsection (c) below less, to the
extent determined by or pursuant to the
direction of the Board of Directors, all
debts, obligations and liabilities of such
class (which debts, obligations and
liabilities shall include, without limitation
of the generality of the foregoing, any and
all debts, obligations, liabilities, or
claims, of any and every kind and nature,
fixed, accrued and otherwise, including the
estimated accrued expenses of management and
supervision, administration and distribution
and any reserves or charges for any or all of
the foregoing, whether for taxes, expenses or
otherwise) but excluding such class' liability
upon its shares and its surplus, by
(ii) The total number of shares of such
class outstanding.
The Board of Directors is empowered, in its
absolute discretion, to establish other methods for
determining such net asset value whenever such other
methods are deemed by it to be necessary in order to
enable the corporation to comply with, or are deemed by
it to be desirable provided they are not inconsistent
with, any provision of the Investment Company Act of
1940 or any rule or regulation thereunder.
(c) In determining for the purposes of these
Articles of Incorporation the total value of the assets
of the corporation at any time, investments and any
other assets of the corporation shall be valued in such
manner as may be determined from time to time by the
Board of Directors.
(d) Payment of the redemption price by the
corporation may be made either in cash or in securities
or other assets at the time owned by the corporation or
partly in cash and partly in securities or other assets
at the time owned by the corporation. The value of any
part of such payment to be made in securities or other
assets of the corporation shall be the value employed in
determining the redemption price. Payment of the
redemption price shall be made on or before the seventh
day following the day on which the shares are properly
presented for redemption hereunder, except that delivery
of any securities included in any such payment shall be
made as promptly as any necessary transfers on the books
of the issuers whose securities are to be delivered may
be made.
The corporation, pursuant to resolution of the
Board of Directors, may deduct from the payment made for
any shares redeemed a liquidating charge not in excess
of five percent (5%) of the redemption price of the
shares so redeemed, and the Board of Directors may alter
or suspend any such liquidating charge from time to
time.
(e) Redemption of shares of stock by the
corporation is conditional upon the corporation having
funds or property legally available therefor.
(f) The corporation, either directly or through
an agent, may repurchase its shares, out of funds
legally available therefor, upon such terms and
conditions and for such consideration as the Board of
Directors shall deem advisable, by agreement with the
owner at a price not exceeding the net asset value per
share as determined by the corporation at such time or
times as the Board of Directors of the corporation shall
designate, less a charge not to exceed five percent
(5%)
of such net asset value, if and as fixed by resolution
of the Board of Directors of the corporation from time
to time, and take all other steps deemed necessary or
advisable in connection therewith.
(g) The corporation, pursuant to resolution of
the Board of Directors, may cause the redemption, upon
the terms set forth in such resolution and in
subsections (a) through (e) and subsection (h) of this
Article EIGHTH, of shares of stock owned by stockholders
whose shares have an aggregate net asset value 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.
IN WITNESS WHEREOF, I have adopted and signed these
Articles of Incorporation and do hereby acknowledge that the
adoption and signing are my act.
Dated: September 8, 1993
/s/ David Stephens
David Stephens, Incorporator
<PAGE>
EXHIBIT (1)(b)
ARTICLES OF AMENDMENT
DREYFUS GLOBAL DEBT FUND, INC., a
Maryland corporation having its principal place of business in
Baltimore City, Maryland (hereinafter called the "Corporation"),
hereby certifies to the State Department of Assessments and
Taxation of Maryland that:
FIRST: The charter of the
Corporation is hereby amended by striking Article SECOND of the
Articles of Incorporation and inserting in lieu thereof the
following:
"SECOND: The name of the corporation (hereinafter
called the 'corporation') is Dreyfus
Global Bond Fund, Inc."
SECOND: The sole Director of the
Corporation approved the foregoing amendment to the charter as
set
forth in Article FIRST hereto, and declared that said amendment
was advisable. The Corporation has no stockholders.
The Vice President acknowledges
these Articles of Amendment to be the corporate act of the
Corporation and states that to the best of his knowledge,
information and belief the matters and facts set forth in these
Articles with respect to the authorization and approval of the
amendment of the Corporation's charter are true in all material
respects, and that this statement is made under the penalties of
perjury.
IN WITNESS WHEREOF, Dreyfus Global
Debt Fund, Inc. has caused this instrument to be filed in its
name
and on its behalf by its Vice President, Mark N. Jacobs, and
witnessed by its Assistant Secretary, Christine Pavalos, on the
2nd day of February, 1994.
DREYFUS GLOBAL DEBT FUND, INC.
BY: /s/ Mark N. Jacobs
Mark N. Jacobs,
Vice President
ATTEST:
/s/ Christine Pavalos
Christine Pavalos,
Assistant Secretary
<PAGE>
EXHIBIT (2)
BY-LAWS
OF
DREYFUS GLOBAL BOND FUND, INC.
(A Maryland Corporation)
___________
ARTICLE I
STOCKHOLDERS
1. CERTIFICATES REPRESENTING STOCK. Certificates
representing shares of stock shall set forth thereon the
statements prescribed by Section 2-211 of the Maryland General
Corporation Law ("General Corporation Law") and by any other
applicable provision of law and shall be signed by the Chairman
of
the Board or the President or a Vice President and countersigned
by the Secretary or an Assistant Secretary or the Treasurer or
an
Assistant Treasurer and may be sealed with the corporate seal.
The signatures of any such officers may be either manual or
facsimile signatures and the corporate seal may be either
facsimile or any other form of seal. In case any such officer
who
has signed manually or by facsimile any such certificate ceases
to
be such officer before the certificate is issued, it
nevertheless
may be issued by the corporation with the same effect as if the
officer had not ceased to be such officer as of the date of its
issue.
No certificate representing shares of stock shall be
issued for any share of stock until such share is fully paid,
except as otherwise authorized in Section 2-207 of the General
Corporation Law.
The corporation may issue a new certificate of stock
in
place of any certificate theretofore issued by it, alleged to
have
been lost, stolen or destroyed, and the Board of Directors may
require, in its discretion, the owner of any such certificate or
his legal representative to give bond, with sufficient surety,
to
the corporation to indemnify it against any loss or claim that
may
arise by reason of the issuance of a new certificate.
2. SHARE TRANSFERS. Upon compliance with provisions
restricting the transferability of shares of stock, if any,
transfers of shares of stock of the corporation shall be made
only
on the stock transfer books of the corporation by the record
holder thereof or by his attorney thereunto authorized by power
of
attorney duly executed and filed with the Secretary of the
corporation or with a transfer agent or a registrar, if any, and
on surrender of the certificate or certificates for such shares
of
stock properly endorsed and the payment of all taxes due
thereon.
3. RECORD DATE FOR STOCKHOLDERS. The Board of
Directors may fix, in advance, a date as the record date for the
purpose of determining stockholders entitled to notice of, or to
vote at, any meeting of stockholders, or stockholders entitled
to
receive payment of any dividend or the allotment of any rights
or
in order to make a determination of stockholders for any other
proper purpose. Such date, in any case, shall be not more than
90 days, and in case of a meeting of stockholders not less than
10 days, prior to the date on which the meeting or particular
action requiring such determination of stockholders is to be
held
or taken. In lieu of fixing a record date, the Board of
Directors
may provide that the stock transfer books shall be closed for a
stated period but not to exceed 20 days. If the stock transfer
books are closed for the purpose of determining stockholders
entitled to notice of, or to vote at, a meeting of stockholders,
such books shall be closed for at least 10 days immediately
preceding such meeting. If no record date is fixed and the
stock
transfer books are not closed for the determination of stock-
holders: (1) The record date for the determination of stock-
holders entitled to notice of, or to vote at, a meeting of
stockholders shall be at the close of business on the day on
which
the notice of meeting is mailed or the day 30 days before the
meeting, whichever is the closer date to the meeting; and (2)
The
record date for the determination of stockholders entitled to
receive payment of a dividend or an allotment of any rights
shall
be at the close of business on the day on which the resolution
of
the Board of Directors declaring the dividend or allotment of
rights is adopted, provided that the payment or allotment date
shall not be more than 60 days after the date on which the
resolution is adopted.
4. MEANING OF CERTAIN TERMS. As used herein in
respect
of the right to notice of a meeting of stockholders or a waiver
thereof or to participate or vote thereat or to consent or
dissent
in writing in lieu of a meeting, as the case may be, the term
"share of stock" or "shares of stock" or "stockholder" or
"stock-
holders" refers to an outstanding share or shares of stock and
to
a holder or holders of record of outstanding shares of stock
when
the corporation is authorized to issue only one class of shares
of stock and said reference also is intended to include any
outstanding share or shares of stock and any holder or holders
of
record
of outstanding shares of stock of any class or series upon which
or upon whom the Charter confers such rights where there are two
or more classes or series of shares or upon which or upon whom
the
General Corporation Law confers such rights notwithstanding that
the Charter may provide for more than one class or series of
shares of stock, one or more of which are limited or denied such
rights thereunder.
5. STOCKHOLDER MEETINGS.
- ANNUAL MEETINGS. If a meeting of the stockholders
of the corporation is required by the Investment Company Act of
1940,
as amended, to elect the directors, then there shall be
submitted
to the stockholders at such meeting the question of the election
of directors, and a meeting called for that purpose shall be
designated the annual meeting of stockholders for that year. In
other years in which no action by stockholders is required for
the aforesaid election of directors, no annual meeting need be
held.
- SPECIAL MEETINGS. Special stockholder meetings for
any purpose may be called by the Board of Directors or the
President and shall be called by the Secretary for the purpose
of removing a Director and for all other purposes whenever the
holders of shares entitled to at least ten percent of all the
votes entitled to be cast at such meeting shall make a duly
authorized request that such meeting be called. Such request
shall state the purpose of such meeting and the matters proposed
to be acted on thereat, and no other business shall be
transacted
at any such special meeting. Notwithstanding the foregoing,
unless requested by stockholders entitled to cast a majority of
the votes entitled to be cast at the meeting, a special meeting
of
the stockholders need not be called at the request of
stockholders
to consider any matter that is substantially the same as a
matter
voted on at any special meeting of the stockholders held during
the preceding twelve (12) months.
- PLACE AND TIME. Stockholder meetings shall be held
at such place, either within the State of Maryland or at such
other place within the United States, and at such date or dates
as the directors from time to time may fix.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE.
Written or printed notice of all meetings shall be given by the
Secretary and shall state the time and place of the meeting.
The
notice of a special meeting shall state in all instances the
purpose or purposes for which the meeting is called. Written or
printed notice of any meeting shall be given to each stockholder
either by mail or by presenting it to him personally or by
leaving
it at his residence or usual place of business not less than ten
days and not more than ninety days before the date of the
meeting,
unless any provisions of the General Corporation Law shall
prescribe a different elapsed period of time, to each
stockholder
at his address appearing on the books of the corporation or the
address supplied by him for the purpose of notice. If mailed,
notice shall be deemed to be given when deposited in the United
States mail addressed to the stockholder at his post office
address as it appears on the records of the corporation with
postage thereon prepaid. Whenever any notice of the time, place
or purpose of any meeting of stockholders is required to be
given
under the provisions of these by-laws or of the General Corpora-
tion Law, a waiver thereof in writing, signed by the stockholder
and filed with the records of the meeting, whether before or
after the holding thereof, or actual attendance or
representation
at the
meeting shall be deemed equivalent to the giving of such notice
to such stockholder. The foregoing requirements of notice also
shall
apply, whenever the corporation shall have any class of stock
which is not entitled to vote, to holders of stock who are not
entitled to vote at the meeting, but who are entitled to notice
thereof and to dissent from any action taken thereat.
- STATEMENT OF AFFAIRS. The President of the
corpora-
tion or, if the Board of Directors shall determine otherwise,
some
other executive officer thereof, shall prepare or cause to be
prepared annually a full and correct statement of the affairs of
the corporation, including a balance sheet and a financial
state-
ment of operations for the preceding fiscal year, which shall be
filed at the principal office of the corporation in the State of
Maryland.
- CONDUCT OF MEETING. Meetings of the stockholders
shall be presided over by one of the following officers in the
order of seniority and if present and acting: the President,
the
Chairman of the Board, a Vice President or, if none of the
foregoing is in office and present and acting, by a chairman to
be
chosen by the stockholders. The Secretary of the corporation
or,
in his absence, an Assistant Secretary, shall act as secretary
of
every meeting, but if neither the Secretary nor an Assistant
Secretary is present the chairman of the meeting shall appoint a
secretary of the meeting.
- PROXY REPRESENTATION. Every stockholder may
authorize another person or persons to act for him by proxy in
all matters in which a stockholder is entitled to participate,
whether
for the purposes of determining his presence at a meeting, or
whether by waiving notice of any meeting, voting or
participating
at a meeting, expressing consent or dissent without a meeting or
otherwise. Every proxy shall be executed in writing by the
stockholder or by his duly authorized attorney-in-fact and filed
with
the Secretary of the corporation. No unrevoked proxy shall be
valid after eleven months from the date of its execution, unless
a longer time is expressly provided therein.
- INSPECTORS OF ELECTION. The directors, in advance
of
any meeting, may, but need not, appoint one or more inspectors
to
act at the meeting or any adjournment thereof. If an inspector
or inspectors are not appointed, the person presiding at the
meeting may, but need not, appoint one or more inspectors. In
case any person who may be appointed as an inspector fails to
appear or
act, the vacancy may be filled by appointment made by the direc-
tors in advance of the meeting or at the meeting by the person
presiding thereat. Each inspector, if any, before entering upon
the discharge of his duties, shall take and sign an oath to
execute faithfully the duties of inspector at such meeting with
strict impartiality and according to the best of his ability.
The inspectors, if any, shall determine the number of shares
outstanding and the voting power of each, the shares represented
at the
meeting, the existence of a quorum and the validity and effect
of
proxies, and shall receive votes, ballots or consents, hear and
determine all challenges and questions arising in connection
with
the right to vote, count and tabulate all votes, ballots or
consents, determine the result and do such acts as are proper to
conduct the election or vote with fairness to all stockholders.
On request of the person presiding at the meeting or any stock-
holder, the inspector or inspectors, if any, shall make a report
in writing of any challenge, question or matter determined by
him
or them and execute a certificate of any fact found by him or
them.
- VOTING. Each share of stock shall entitle the
holder thereof to one vote, except in the election of directors,
at which
each said vote may be cast for as many persons as there are
directors to be elected. Except for election of directors, a
majority
of the votes cast at a meeting of stockholders, duly called and
at which a quorum is present, shall be sufficient to take or
authorize action upon any matter which may come before a
meeting,
unless more than a majority of votes cast is required by the
corporation's Articles of Incorporation. A plurality of all the
votes cast at a meeting at which a quorum is present shall be
sufficient to elect a director.
6. INFORMAL ACTION. Any action required or permitted
to be taken at a meeting of stockholders may be taken without a
meeting if a consent in writing, setting forth such action, is
signed by all the stockholders entitled to vote on the subject
matter thereof and any other stockholders entitled to notice of
a
meeting of stockholders (but not to vote thereat) have waived in
writing any rights which they may have to dissent from such
action
and such consent and waiver are filed with the records of the
corporation.
ARTICLE II
BOARD OF DIRECTORS
1. FUNCTIONS AND DEFINITION. The business and
affairs
of the corporation shall be managed under the direction of a
Board
of Directors. The use of the phrase "entire board" herein
refers
to the total number of directors which the corporation would
have
if there were no vacancies.
2. QUALIFICATIONS AND NUMBER. Each director shall be
a natural person of full age. A director need not be a
stockholder,
a citizen of the United States or a resident of the State of
Maryland. The initial Board of Directors shall consist of one
person. Thereafter, the number of directors constituting the
entire board shall never be less than three or the number of
stockholders, whichever is less. At any regular meeting or at
any
special meeting called for that purpose, a majority of the
entire
Board of Directors may increase or decrease the number of direc-
tors, provided that the number thereof shall never be less than
three or the number of stockholders, whichever is less, nor more
than twelve and further provided that the tenure of office of a
director shall not be affected by any decrease in the number of
directors.
3. ELECTION AND TERM. The first Board of Directors
shall consist of the director named in the Articles of
Incorpora-
tion and shall hold office until the first meeting of
stockholders
or until his successor has been elected and qualified.
Thereafter, directors who are elected at a meeting of
stockholders, and directors who are elected in the interim to
fill
vacancies and newly created directorships, shall hold office
until
their successors have been elected and qualified. Newly created
directorships and any vacancies in the Board of Directors, other
than vacancies resulting from the removal of directors by the
stockholders, may be filled by the Board of Directors, subject
to
the provisions of the Investment Company Act of 1940. Newly
created directorships filled by the Board of Directors shall be
by
action of a majority of the entire Board of Directors then in
office. All vacancies to be filled by the Board of Directors
may
be filled by a majority of the remaining members of the Board of
Directors, although such majority is less than a quorum thereof.
4. MEETINGS.
- TIME. Meetings shall be held at such time as the
Board shall fix, except that the first meeting of a newly
elected
Board shall be held as soon after its election as the directors
conveniently may assemble.
- PLACE. Meetings shall be held at such place within
or without the State of Maryland as shall be fixed by the Board.
- CALL. No call shall be required for regular
meetings
for which the time and place have been fixed. Special meetings
may be called by or at the direction of the President or of a
majority of the directors in office.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Whenever
any notice of the time, place or purpose of any meeting of
direc-
tors or any committee thereof is required to be given under the
provisions of the General Corporation Law or of these by-laws, a
waiver thereof in writing, signed by the director or committee
member entitled to such notice and filed with the records of the
meeting, whether before or after the holding thereof, or actual
attendance at the meeting shall be deemed equivalent to the
giving
of such notice to such director or such committee member.
- QUORUM AND ACTION. A majority of the entire Board
of
Directors shall constitute a quorum except when a vacancy or
vacancies prevents such majority, whereupon a majority of the
directors in office shall constitute a quorum, provided such
majority shall constitute at least one-third of the entire Board
and, in no event, less than two directors. A majority of the
directors present, whether or not a quorum is present, may
adjourn
a meeting to another time and place. Except as otherwise
specifically provided by the Articles of Incorporation, the
General Corporation Law or these by-laws, the action of a
majority
of the directors present at a meeting at which a quorum is
present
shall be the action of the Board of Directors.
- CHAIRMAN OF THE MEETING. The Chairman of the
Board,
if any and if present and acting, or the President or any other
director chosen by the Board, shall preside at all meetings.
5. REMOVAL OF DIRECTORS. Any or all of the directors
may be removed for cause or without cause by the stockholders,
who
may elect a successor or successors to fill any resulting
vacancy
or vacancies for the unexpired term of the removed director or
directors.
6. COMMITTEES. The Board of Directors may appoint
from
among its members an Executive Committee and other committees
composed of two or more directors and may delegate to such
committee or committees, in the intervals between meetings of
the Board of Directors, any or all of the powers of the Board of
Directors in the management of the business and affairs of the
corporation, except the power to amend the by-laws, to approve
any
consolidation, merger, share exchange or transfer of assets, to
declare dividends, to issue stock or to recommend to
stockholders
any action requiring the stockholders' approval. In the absence
of any member of any such committee, the members thereof present
at any meeting, whether or not they constitute a quorum, may
appoint a member of the Board of Directors to act in the place
of
such absent member.
7. INFORMAL ACTION. Any action required or permitted
to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if a written
consent to such action is signed by all members of the Board of
Directors or any such committee, as the case may be, and such
written consent is filed with the minutes of the proceedings of
the Board or any such committee.
Members of the Board of Directors or any committee
designated thereby may participate in a meeting of such Board or
committee by means of a conference telephone or similar
communications equipment by means of which all persons
participating in the
meeting can hear each other at the same time. Participation by
such means shall constitute presence in person at a meeting.
ARTICLE III
OFFICERS
The corporation may have a Chairman of the Board and
shall have a President, a Secretary and a Treasurer, who shall
be elected by the Board of Directors, and may have such other
officers, assistant officers and agents as the Board of
Directors
shall authorize from time to time. Any two or more offices,
except those of President and Vice President, may be held by the
same person, but no person shall execute, acknowledge or verify
any instrument in more than one capacity, if such instrument is
required by law to be executed, acknowledged or verified by two
or more officers.
Any officer or agent may be removed by the Board of
Directors whenever, in its judgment, the best interests of the
corporation will be served thereby.
ARTICLE IV
PRINCIPAL OFFICE - RESIDENT AGENT - STOCK LEDGER
The address of the principal office of the corporation
in the State of Maryland prescribed by the General Corporation
Law is 32 South Street, c/o The Corporation Trust Incorporated,
Baltimore, Maryland 21202. The name and address of the resident
agent in the State of Maryland prescribed by the General
Corporation Law are: The Corporation Trust Incorporated,
32 South Street, Baltimore, Maryland 21202.
The corporation shall maintain, at its principal
office
in the State of Maryland prescribed by the General Corporation
Law
or at the business office or an agency of the corporation, an
original or duplicate stock ledger containing the names and ad-
dresses of all stockholders and the number of shares of each
class
held by each stockholder. Such stock ledger may be in written
form or any other form capable of being converted into written
form within a reasonable time for visual inspection.
The corporation shall keep at said principal office in
the State of Maryland the original or a certified copy of the
by-
laws, including all amendments thereto, and shall duly file
thereat the annual statement of affairs of the corporation
prescribed by Section 2-314 of the General Corporation Law.
ARTICLE V
CORPORATE SEAL
The corporate seal shall have inscribed thereon the
name
of the corporation and shall be in such form and contain such
other words and/or figures as the Board of Directors shall
deter-
mine or the law require.
ARTICLE VI
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and
shall be subject to change, by the Board of Directors.
ARTICLE VII
CONTROL OVER BY-LAWS
The power to make, alter, amend and repeal the by-laws
is vested in the Board of Directors of the corporation.
ARTICLE VIII
INDEMNIFICATION
1. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The
corporation shall indemnify its directors to the fullest extent
that indemnification of directors is permitted by the law. The
corporation shall indemnify its officers to the same extent as
its
directors and to such further extent as is consistent with law.
The corporation shall indemnify its directors and officers who
while serving as directors or officers also serve at the request
of the corporation as a director, officer, partner, trustee,
employee, agent or fiduciary of another corporation,
partnership,
joint venture, trust, other enterprise or employee benefit plan
to
the same extent as its directors and, in the case of officers,
to
such further extent as is consistent with law. The indemnifica-
tion and other rights provided by this Article shall continue as
to a person who has ceased to be a director or officer and shall
inure to the benefit of the heirs, executors and administrators
of
such a person. This Article shall not protect any such person
against any liability to the corporation or any stockholder
thereof to which such person would otherwise be subject by
reason
of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office
("disabling conduct").
2. ADVANCES. Any current or former director or
officer
of the corporation seeking indemnification within the scope of
this Article shall be entitled to advances from the corporation
for payment of the reasonable expenses incurred by him in con-
nection with the matter as to which he is seeking
indemnification
in the manner and to the fullest extent permissible under the
General Corporation Law. The person seeking indemnification
shall
provide to the corporation a written affirmation of his good
faith
belief that the standard of conduct necessary for
indemnification
by the corporation has been met and a written undertaking to
repay
any such advance if it should ultimately be determined that the
standard of conduct has not been met. In addition, at least one
of the following additional conditions shall be met: (a) the
person seeking indemnification shall provide a security in form
and amount acceptable to the corporation for his undertaking;
(b) the corporation is insured against losses arising by reason
of
the advance; or (c) a majority of a quorum of directors of the
corporation who are neither "interested persons" as defined in
Section 2(a)(19) of the Investment Company Act of 1940, as
amended, nor parties to the proceeding ("disinterested non-party
directors"), or independent legal counsel, in a written opinion,
shall have determined, based on a review of facts readily avail-
able to the corporation at the time the advance is proposed to
be
made, that there is reason to believe that the person seeking
indemnification will ultimately be found to be entitled to
indemnification.
3. PROCEDURE. At the request of any person claiming
indemnification under this Article, the Board of Directors shall
determine, or cause to be determined, in a manner consistent
with
the General Corporation Law, whether the standards required by
this Article have been met. Indemnification shall be made only
following: (a) a final decision on the merits by a court or
other
body before whom the proceeding was brought that the person to
be
indemnified was not liable by reason of disabling conduct or
(b) in the absence of such a decision, a reasonable
determination,
based upon a review of the facts, that the person to be
indemnified was not liable by reason of disabling conduct by
(i) the vote of a majority of a quorum of disinterested
non-party
directors or (ii) an independent legal counsel in a written
opinion.
4. INDEMNIFICATION OF EMPLOYEES AND AGENTS.
Employees
and agents who are not officers or directors of the corporation
may be indemnified, and reasonable expenses may be advanced to
such employees or agents, as may be provided by action of the
Board of Directors or by contract, subject to any limitations
imposed by the Investment Company Act of 1940, as amended.
5. OTHER RIGHTS. The Board of Directors may make
further provision consistent with law for indemnification and
advance of expenses to directors, officers, employees and agents
by resolution, agreement or otherwise. The indemnification
provided by this Article shall not be deemed exclusive of any
other right, with respect to indemnification or otherwise, to
which those seeking indemnification may be entitled under any
insurance or other agreement or resolution of stockholders or
disinterested non-party directors or otherwise.
6. AMENDMENTS. References in this Article are to the
General Corporation Law and to the Investment Company Act of
1940
as from time to time amended. No amendment of the by-laws shall
affect any right of any person under this Article based on any
event, omission or proceeding prior to the amendment.
Dated: September 9, 1993
As amended, February 2, 1994
<PAGE>
EXHIBIT (5)(a)
MANAGEMENT AGREEMENT
DREYFUS GLOBAL BOND FUND, INC.
144 Glenn Curtiss Boulevard
Uniondale, New York 11556-0144
February 17, 1994
The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Dear Sirs:
Dreyfus Global Bond Fund, Inc., a Maryland corporation
(the "Fund"), herewith confirms its agreement with you as
follows:
The Fund desires to employ its capital by investing
and
reinvesting the same in investments of the type and in
accordance
with the limitations specified in its Articles of Incorporation
and in its Prospectus and Statement of Additional Information as
from time to time in effect, copies of which have been or will
be
submitted to you, and in such manner and to such extent as from
time to time may be approved by the Fund's Board of Directors.
The Fund desires to employ you to act as its investment adviser.
In this connection it is understood that from time to
time you will employ or associate with yourself such person or
persons as you may believe to be particularly fitted to assist
you
in the performance of this Agreement. Such person or persons
may
be officers or employees who are employed by both you and the
Fund. The compensation of such person or persons shall be paid
by
you and no obligation may be incurred on the Fund's behalf in
any
such respect. We have discussed and concur in your employing on
this basis M&G Investment Management Limited to act as the
Fund's
sub-investment adviser (the "Sub-Investment Adviser") to provide
day-to-day management of the Fund's investments.
Subject to the supervision and approval of the Fund's
Board of Directors, you will provide investment management of
the
Fund's portfolio in accordance with the Fund's investment
objectives and policies as stated in the Fund's Prospectus and
Statement of Additional Information as from time to time in
effect. In connection therewith, you will supervise the
continuous program of investment, evaluation and, if
appropriate,
sale and reinvestment of the Fund's assets conducted by the Sub-
Investment Adviser. You will furnish to the Fund such
statistical
information, with respect to the investments which the Fund may
hold or contemplate purchasing, as the Fund may reasonably
request. The Fund wishes to be informed of important
developments
materially affecting its portfolio and shall expect you, on your
own initiative, to furnish to the Fund from time to time such
information as you may believe appropriate for this purpose.
In addition, you will supply office facilities (which
may be in your own offices), data processing services, clerical,
accounting and bookkeeping services, internal auditing and legal
services, internal executive and administrative services, and
stationery and office supplies; prepare reports to the Fund's
stockholders, tax returns, reports to and filings with the
Securities and Exchange Commission and state Blue Sky
authorities;
calculate the net asset value of the Fund's shares; and
generally
assist in all aspects of the Fund's operations.
You shall exercise your best judgment in rendering the
services to be provided to the Fund hereunder, and the Fund
agrees
as an inducement to your undertaking the same that neither you
nor
the Sub-Investment Adviser shall be liable hereunder for any
error
of judgment or mistake of law or for any loss suffered by the
Fund, provided that nothing herein shall be deemed to protect or
purport to protect you or the Sub-Investment Adviser against any
liability to the Fund or to its security holders to which you
would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of your duties
hereunder, or by reason of your reckless disregard of your
obligations and duties hereunder, or to which the Sub-Investment
Adviser would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of
its duties under its Sub-Investment Advisory Agreement with you
or
by reason of its reckless disregard of its obligations and
duties
under said Agreement.
In consideration of services rendered pursuant to this
Agreement, the Fund will pay you on the first business day of
each
month a fee at the annual rate of .70 of 1% of the value of the
Fund's average daily net assets. Net asset value shall be
computed on such days and at such time or times as described in
the Fund's then-current Prospectus and Statement of Additional
Information. The fee for the period from the date of the
commencement of the initial public sale of the Fund's shares to
the end of the month during which such sale shall have been
commenced shall be pro-rated according to the proportion which
such period bears to the full monthly period, and upon any
termination of this Agreement before the end of any month, the
fee
for such part of a month shall be pro-rated according to the
proportion which such period bears to the full monthly period
and
shall be payable upon the date of termination of this Agreement.
For the purpose of determining fees payable to you,
the
value of the Fund's net assets shall be computed in the manner
specified in the Fund's Articles of Incorporation for the
computation of the value of the Fund's net assets.
You will bear all expenses in connection with the
performance of your services under this Agreement and will pay
all
fees of the Sub-Investment Adviser in connection with its duties
in respect of the Fund. All other expenses to be incurred in
the
operation of the Fund (other than those borne by the Sub-
Investment Adviser) will be borne by the Fund, except to the
extent specifically assumed by you. The expenses to be borne by
the Fund include, without limitation, the following:
organizational costs, taxes, interest, loan commitment fees,
interest and distributions paid on securities sold short,
brokerage fees and commissions, if any, fees of Directors who
are
not officers, directors, employees or holders of 5% or more of
the
outstanding voting securities of you or the Sub-Investment
Adviser
or any affiliate of you or the Sub-Investment Adviser,
Securities
and Exchange Commission fees and state Blue Sky qualification
fees, advisory fees, charges of custodians, transfer and
dividend
disbursing agents' fees, certain insurance premiums, industry
association fees, outside auditing and legal expenses, costs of
independent pricing services, costs of maintaining the Fund's
existence, costs attributable to investor services (including,
without limitation, telephone and personnel expenses), costs of
stockholders' reports and meetings, costs of preparing, printing
and distributing certain prospectuses and statements of
additional
information, and any extraordinary expenses.
If in any fiscal year the aggregate expenses of the
Fund
(including fees pursuant to this Agreement, but excluding
interest, taxes, brokerage and, with the prior written consent
of
the necessary state securities commissions, extraordinary
expenses) exceed the expense limitation of any state having
jurisdiction over the Fund, the Fund may deduct from the fees to
be paid hereunder, or you will bear, such excess expense to the
extent required by state law. Your obligation pursuant hereto
will be limited to the amount of your fees hereunder. Such
deduction or payment, if any, will be estimated daily, and
reconciled and effected or paid, as the case may be, on a
monthly
basis.
The Fund understands that you and the Sub-Investment
Adviser now act, and that from time to time hereafter you or the
Sub-Investment Adviser may act, as investment adviser to one or
more other investment companies and fiduciary or other managed
accounts, and the Fund has no objection to your and the Sub-
Investment Adviser so acting, provided that when purchase or
sale
of securities of the same issuer is suitable for the investment
objectives of two or more of such companies or accounts which
have
available funds for investment, the available securities will be
allocated in a manner believed to be equitable to each company
or
account. It is recognized that in some cases this procedure may
adversely affect the price paid or received by the Fund or the
size of the position obtainable for or disposed of by the Fund.
In addition, it is understood that the persons
employed
by you to assist in the performance of your duties hereunder
will
not devote their full time to such services and nothing
contained
herein shall be deemed to limit or restrict your right or the
right of any of your affiliates to engage in and devote time and
attention to other businesses or to render services of whatever
kind or nature.
Neither you nor the Sub-Investment Adviser shall be
liable for any error of judgment or mistake of law or for any
loss
suffered by the Fund in connection with the matters to which
this
Agreement relates, except, in the case of you, for a loss
resulting from willful misfeasance, bad faith or gross
negligence
on your part in the performance of your duties or from reckless
disregard by you of your obligations and duties under this
Agreement and, in the case of the Sub-Investment Adviser, for a
loss resulting from willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or from
reckless disregard by it of its obligations and duties under its
Sub-Investment Advisory Agreement. Any person, even though also
your officer, director, partner, employee or agent, who may be
or
become an officer, director, employee or agent of the Fund,
shall
be deemed, when rendering services to the Fund or acting on any
business of the Fund, to be rendering such services to or acting
solely for the Fund and not as your officer, director, partner,
employee, or agent or one under your control or direction even
though paid by you.
This Agreement shall continue until February 17, 1996
and thereafter shall continue automatically for successive
annual
periods ending on February 17th of each year, provided such
continuance is specifically approved at least annually by (i)
the
Fund's Board of Directors, or (ii) vote of a majority (as
defined
in the Investment Company Act of 1940, as amended) of the Fund's
outstanding voting securities, provided that in either event its
continuance also is approved by a majority of the Fund's
Directors
who are not "interested persons" (as defined in said Act) of any
party to this Agreement, by vote cast in person at a meeting
called for the purpose of voting on such approval. This
Agreement
is terminable without penalty, on 60 days' notice, by the Fund's
Board of Directors or by vote of holders of a majority of the
Fund's shares or, on not less than 90 days' notice, by you.
This
Agreement also will terminate automatically in the event of its
assignment (as defined in said Act).
The Fund recognizes that from time to time your
directors, officers and employees may serve as directors,
trustees, partners, officers and employees of other
corporations,
business trusts, partnerships or other entities (including other
investment companies) and that such other entities may include
the
name "Dreyfus" as part of their name, and that your corporation
or
its affiliates may enter into investment advisory or other
agreements with such other entities. If you cease to act as the
Fund's investment adviser, the Fund agrees that, at your
request,
the Fund will take all necessary action to change the name of
the
Fund to a name not including "Dreyfus" in any form or
combination
of words.
The Fund is agreeing to the provisions of this
Agreement
that limit the Sub-Investment Adviser's liability and other
provisions relating to the Sub-Investment Adviser so as to
induce
the Sub-Investment Adviser to enter into its Sub-Investment
Advisory Agreement with you and to perform its obligations
thereunder. The Sub-Investment Adviser is expressly made a
third
party beneficiary of this Agreement with rights as respects the
Fund to the same extent as if it had been a party hereto.
If the foregoing is in accordance with your
understanding, will you kindly so indicate by signing and
returning to us the enclosed copy hereof.
Very truly yours,
DREYFUS GLOBAL BOND FUND,
INC.
By:__________________________
Accepted:
THE DREYFUS CORPORATION
By:_______________________________
<PAGE>
EXHIBIT (5)(b)
SUB-INVESTMENT ADVISORY AGREEMENT
THE DREYFUS CORPORATION
200 Park Avenue
New York, New York 10166
February 17, 1994
M&G Investment Management Limited
Three Quays Tower Hill
London EC3R 6B2, England
Dear Sirs:
As you are aware, Dreyfus Global Bond Fund, Inc., a
Maryland corporation (the "Fund"), desires to employ its capital
by investing and reinvesting the same in investments of the type
and in accordance with the limitations specified in its Articles
of Incorporation and in its Prospectus and Statement of
Additional
Information as from time to time in effect, copies of which have
been or will be submitted to you, and in such manner and to such
extent as from time to time may be approved by the Fund's Board
of
Directors. The Fund intends to employ The Dreyfus Corporation
(the "Adviser") to act as its investment adviser pursuant to a
written agreement (the "Management Agreement"), a copy of which
has been furnished to you. The Adviser desires to employ you to
act as the Fund's sub-investment adviser.
In this connection, it is understood that from time to
time you will employ or associate with yourself such person or
persons as you may believe to be particularly fitted to assist
you
in the performance of this Agreement. Such person or persons
may
be officers or employees who are employed by both you and the
Fund. The compensation of such person or persons shall be paid
by
you and no obligation may be incurred on the Fund's behalf in
any
such respect.
Subject to the supervision and approval of the
Adviser,
you will provide investment management of the Fund's portfolio
in
accordance with the Fund's investment objectives and policies as
stated in the Fund's Prospectus and Statement of Additional
Information as from time to time in effect. In connection
therewith, you will supervise the Fund's investments and conduct
a
continuous program of investment, evaluation and, if
appropriate,
sale and reinvestment of the Fund's assets. You will furnish to
the Adviser or the Fund such statistical information, with
respect
to the investments which the Fund may hold or contemplate
purchasing, as the Adviser or the Fund may reasonably request.
The Fund and the Adviser wish to be informed of important
developments materially affecting the Fund's portfolio and shall
expect you, on your own initiative, to furnish to the Fund or
the
Adviser from time to time such information as you may believe
appropriate for this purpose.
You shall exercise your best judgment in rendering the
services to be provided hereunder, and the Adviser agrees as an
inducement to your undertaking the same that you shall not be
liable hereunder for any error of judgment or mistake of law or
for any loss suffered by the Fund or the Adviser, provided that
nothing herein shall be deemed to protect or purport to protect
you against any liability to the Adviser, the Fund or the Fund's
security holders to which you would otherwise be subject by
reason
of willful misfeasance, bad faith or gross negligence in the
performance of your duties hereunder, or by reason of your
reckless disregard of your obligations and duties hereunder.
In consideration of services rendered pursuant to this
Agreement, the Adviser will pay you, on the first business day
of
each month, out of the management fee it receives and only to
the
extent thereof, a fee calculated daily and paid monthly at the
annual rate of .28 of 1% of the value of the Fund's average
daily
net assets, for the preceding month.
Net asset value shall be computed on such days and at
such time or times as described in the Fund's then-current
Prospectus and Statement of Additional Information. The fee for
the period from the date following the commencement of sales of
the Fund's shares (after any sales are made to the Adviser) to
the
end of the month during which such sales shall have been
commenced
shall be pro-rated according to the proportion which such period
bears to the full monthly period, and upon any termination of
this
Agreement before the end of any month, the fee for such part of
a
month shall be pro-rated according to the proportion which such
period bears to the full monthly period and shall be payable
within 10 business days of date of termination of this
Agreement.
For the purpose of determining fees payable to you,
the
value of the Fund's net assets shall be computed in the manner
specified in the Fund's Articles of Incorporation for the
computation of the value of the Fund's net assets.
You will bear all expenses in connection with the
performance of your services under this Agreement. The Adviser
and the Fund have agreed that all other expenses to be incurred
in
the operation of the Fund (other than those borne by the
Adviser)
will be borne by the Fund, except to the extent specifically
assumed by the Adviser or you. The expenses to be borne by the
Fund include, without limitation, the following: organizational
costs, taxes, interest, loan commitment fees, interest and
distributions on securities sold short, brokerage fees and
commissions, if any, fees of Directors who are not officers,
directors, employees or holders of 5% or more of the outstanding
voting securities of you or the Adviser or any affiliate of you
or
the Adviser, Securities and Exchange Commission fees and state
Blue Sky qualification fees, advisory fees, charges of
custodians,
transfer and dividend disbursing agents' fees, certain insurance
premiums, industry association fees, outside auditing and legal
expenses, costs of independent pricing services, costs of
maintaining the Fund's existence, costs attributable to investor
services (including, without limitation, telephone and personnel
expenses), costs of stockholders' reports and meetings, costs of
preparing, printing and distributing certain prospectuses and
statements of additional information, and any extraordinary
expenses.
If in any fiscal year the aggregate expenses of the
Fund
(including fees pursuant to the Fund's Management Agreement, but
excluding interest, taxes, brokerage and, with the prior written
consent of the necessary state securities commissions,
extraordinary expenses) exceed the expense limitation of any
state
having jurisdiction over the Fund, the Adviser may deduct from
the
fees to be paid hereunder, or you will bear such excess expense
on
a pro-rata basis with the Adviser, in the proportion that the
sub-
advisory fee payable to you pursuant to this Agreement bears to
the fee payable to the Adviser pursuant to the Management
Agreement, to the extent required by state law. Your obligation
pursuant hereto will be limited to the amount of your fees here-
under. Such deduction or payment, if any, will be estimated
daily, and reconciled and effected or paid, as the case may be,
on
a monthly basis.
The Adviser understands that you now act, and that
from
time to time hereafter you may act, as investment adviser to one
or more other investment companies and fiduciary or other
managed
accounts, and the Adviser has no objection to your so acting,
provided that when purchase or sale of securities of the same
issuer is suitable for the investment objectives of two or more
companies or accounts managed by you which have available funds
for investment, the available securities will be allocated in a
manner believed by you to be equitable to each company or
account.
It is recognized that in some cases this procedure may adversely
affect the price paid or received by the Fund or the size of the
position obtainable for or disposed of by the Fund.
In addition, it is understood that the persons
employed
by you to assist in the performance of your duties hereunder
will
not devote their full time to such services and nothing
contained
herein shall be deemed to limit or restrict your right or the
right of any of your affiliates to engage in and devote time and
attention to other businesses or to render services of whatever
kind or nature.
You shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund or the
Adviser
in connection with the matters to which this Agreement relates,
except for a loss resulting from willful misfeasance, bad faith
or
gross negligence on your part in the performance of your duties
or
from reckless disregard by you of your obligations and duties
under this Agreement. Any person, even though also your
officer,
director, partner, employee or agent, who may be or become an
officer, Director, employee or agent of the Fund, shall be
deemed,
when rendering services to the Fund or acting on any business of
the Fund, to be rendering such services to or acting solely for
the Fund and not as your officer, director, partner, employee,
or
agent or one under your control or direction even though paid by
you.
This Agreement shall continue until February 17, 1996
and thereafter shall continue automatically for successive
annual
periods ending on February 17th of each year, provided such
continuance is specifically approved at least annually by (i)
the
Fund's Directors or (ii) vote of a majority (as defined in the
Investment Company Act of 1940, as amended) of the Fund's
outstanding voting securities, provided that in either event its
continuance also is approved by a majority of the Fund's
Directors
who are not "interested persons" (as defined in said Act) of any
party to this Agreement, by vote cast in person at a meeting
called for the purpose of voting on such approval. This
Agreement
is terminable without penalty (i) by the Adviser upon 60 days'
notice to you, (ii) by the Fund's Board of Directors or by vote
of
the holders of a majority of the Fund's shares upon 60 days'
notice to you, or (iii) by you upon not less than 90 days'
notice
to the Fund and the Adviser. This Agreement also will terminate
automatically in the event of its assignment (as defined in said
Act). In addition, notwithstanding anything herein to the
contrary, if the Management Agreement terminates for any reason,
this Agreement shall terminate effective upon the date the
Management Agreement terminates.
You agree to obtain as soon as reasonably practicable
and thereafter maintain in respect of the balance of the period
during which this Agreement is in effect a fidelity bond
covering
you and each of your directors, officers, employees and
authorized
agents in such amounts and containing such provisions as would
be
required by the Investment Company Act of 1940, as amended, and
any applicable regulations thereunder if you and/or our
directors,
officers, employees and authorized agents are subject to the
bonding provisions of said Act and regulations. Such bond shall
be issued by a qualified insurance carrier with a Best's rating
of
at least "A" and shall name the Fund as an insured. You agree
to
provide the Fund with a certificate of insurance evidencing such
coverage. Until you are able to obtain said fidelity bond, the
Adviser agrees to use its best efforts to include you under the
existing fidelity bond coverage which names the Fund as an
insured.
If the foregoing is in accordance with your
understanding, will you kindly so indicate by signing and
returning to us the enclosed copy hereof.
Very truly yours,
THE DREYFUS CORPORATION
By:_________________________
Accepted:
M&G INVESTMENT MANAGEMENT LIMITED
By:______________________________
<PAGE>
EXHIBIT (6)
DISTRIBUTION AGREEMENT
DREYFUS GLOBAL BOND FUND, INC.
144 Glenn Curtiss Boulevard
Uniondale, New York 11556-0144
February 17, 1994
Dreyfus Service Corporation
200 Park Avenue
New York, New York 10166
Dear Sirs:
This is to confirm that, in consideration of the
agreements hereinafter contained, the undersigned, Dreyfus
Global
Bond Fund, Inc., a Maryland corporation (the "Fund"), has agreed
that you shall be, for the period of this Agreement, the
distributor of shares of Common Stock of the Fund.
1. Services as Distributor
1.1 You will act as agent for the distribution of
shares of the Fund covered by, and in accordance with, the
regis-
tration statement and prospectus then in effect under the Secu-
rities Act of 1933, as amended, and will transmit promptly any
orders received by you for purchase or redemption of shares of
the
Fund to the Transfer and Dividend Disbursing Agent for the Fund
of
which the Fund has notified you in writing.
1.2 You agree to use your best efforts to solicit
orders for the sale of shares of the Fund. It is contemplated
that you will enter into sales or servicing agreements with
securities dealers, financial institutions and other industry
professionals, such as investment advisers, accountants and
estate
planning firms, and in so doing you will act only on your own
behalf as principal.
1.3 You shall act as distributor of the Fund's shares
in compliance with all applicable laws, rules and regulations,
including, without limitation, all rules and regulations made or
adopted pursuant to the Investment Company Act of 1940, as
amended, by the Securities and Exchange Commission or any
securities association registered under the Securities Exchange
Act of 1934, as amended.
1.4 Whenever in their judgment such action is
warranted
by market, economic or political conditions, or by abnormal
circumstances of any kind, the Fund's officers may decline to
accept any orders for, or make any sales of, any of the Fund's
shares until such time as they deem it advisable to accept such
orders and to make such sales and the Fund shall advise you
promptly of such determination.
1.5 The Fund agrees to pay all costs and expenses in
connection with the registration of the Fund's shares under the
Securities Act of 1933, as amended, and all expenses in
connection
with maintaining facilities for the issue and transfer of the
Fund's shares and for supplying information, prices and other
data
to be furnished by the Fund hereunder, and the expenses in
connection with preparing and printing the Fund's prospectuses
and
statements of additional information for regulatory purposes and
for distribution to existing stockholders.
1.6 The Fund agrees to execute any and all documents
and to furnish any and all information and otherwise to take all
actions which may be reasonably necessary in the discretion of
the
Fund's officers in connection with the qualification of the
Fund's
shares for sale in such states as you may designate to the Fund
and the Fund may approve, and the Fund agrees to pay all
expenses
which may be incurred in connection with such qualification.
You
shall pay all expenses connected with your own qualification as
a
dealer under state or Federal laws and, except as otherwise
specifically provided in this agreement, all other expenses
incurred by you in connection with the sale of the Fund's shares
as contemplated in this agreement.
1.7 The Fund shall furnish you from time to time, for
use in connection with the sale of the Fund's shares, such
information with respect to the Fund and its shares as you may
reasonably request, all of which shall be signed by one or more
of
the Fund's duly authorized officers; and the Fund warrants that
the statements contained in any such information, when so signed
by the Fund's officers, shall be true and correct. The Fund
also
shall furnish you upon request with: (a) semi-annual reports
and
annual audited reports of the Fund's books and accounts made by
independent public accountants regularly retained by the Fund,
(b) quarterly earnings statements prepared by the Fund, (c) a
monthly itemized list of the securities in the Fund's portfolio,
(d) monthly balance sheets as soon as practicable after the end
of
each month, and (e) from time to time such additional
information
regarding the Fund's financial condition as you may reasonably
request.
1.8 The Fund represents to you that all registration
statements and prospectuses filed by the Fund with the
Securities
and Exchange Commission under the Securities Act of 1933, as
amended, with respect to the Fund's shares have been carefully
prepared in conformity with the requirements of said Act and
rules
and regulations of the Securities and Exchange Commission there-
under. As used in this agreement the terms "registration state-
ment" and "prospectus" shall mean any registration statement and
prospectus, including the statement of additional information
incorporated by reference therein, filed with the Securities and
Exchange Commission and any amendments and supplements thereto
which at any time shall have been filed with said Commission.
The
Fund represents and warrants to you that any registration state-
ment and prospectus, when such registration statement becomes
effective, will contain all statements required to be stated
therein in conformity with said Act and the rules and
regulations
of said Commission; that all statements of fact contained in any
such registration statement and prospectus will be true and
correct when such registration statement becomes effective; and
that neither any registration statement nor any prospectus when
such registration statement becomes effective will include an
untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the
state-
ments therein not misleading. The Fund may but shall not be
obligated to propose from time to time such amendment or amend-
ments to any registration statement and such supplement or
supple-
ments to any prospectus as, in the light of future developments,
may, in the opinion of the Fund's counsel, be necessary or
advisable. If the Fund shall not propose such amendment or
amend-
ments and/or supplement or supplements within fifteen days after
receipt by the Fund of a written request from you to do so, you
may, at your option, terminate this agreement or decline to make
offers of the Fund's securities until such amendments are made.
The Fund shall not file any amendment to any registration state-
ment or supplement to any prospectus without giving you
reasonable
notice thereof in advance; provided, however, that nothing
contained in this agreement shall in any way limit the Fund's
right to file at any time such amendments to any registration
statement and/or supplements to any prospectus, of whatever
character, as the Fund may deem advisable, such right being in
all
respects absolute and unconditional.
1.9 The Fund authorizes you to use any prospectus in
the form furnished to you from time to time, in connection with
the sale of the Fund's shares. The Fund agrees to indemnify,
defend and hold you, your several officers and directors, and
any
person who controls you within the meaning of Section 15 of the
Securities Act of 1933, as amended, free and harmless from and
against any and all claims, demands, liabilities and expenses
(including the cost of investigating or defending such claims,
demands or liabilities and any counsel fees incurred in
connection
therewith) which you, your officers and directors, or any such
controlling person, may incur under the Securities Act of 1933,
as
amended, or under common law or otherwise, arising out of or
based
upon any untrue statement, or alleged untrue statement, of a
material fact contained in any registration statement or any
pro-
spectus or arising out of or based upon any omission, or alleged
omission, to state a material fact required to be stated in
either
any registration statement or any prospectus or necessary to
make
the statements in either thereof not misleading; provided,
however, that the Fund's agreement to indemnify you, your
officers
or directors, and any such controlling person shall not be
deemed
to cover any claims, demands, liabilities or expenses arising
out
of any untrue statement or alleged untrue statement or omission
or
alleged omission made in any registration statement or
prospectus
in reliance upon and in conformity with written information
furnished to the Fund by you specifically for use in the
preparation thereof. The Fund's agreement to indemnify you,
your
officers and directors, and any such controlling person, as
aforesaid, is expressly conditioned upon the Fund's being
notified
of any action brought against you, your officers or directors,
or
any such controlling person, such notification to be given by
letter or by telegram addressed to the Fund at its office in
Uniondale, New York within ten days after the summons or other
first legal process shall have been served. The failure so to
notify the Fund of any such action shall not relieve the Fund
from
any liability which the Fund may have to the person against whom
such action is brought by reason of any such untrue, or alleged
untrue, statement or omission, or alleged omission, otherwise
than
on account of the Fund's indemnity agreement contained in this
paragraph 1.9. The Fund will be entitled to assume the defense
of
any suit brought to enforce any such claim, demand or liability,
but, in such case, such defense shall be conducted by counsel of
good standing chosen by the Fund and approved by you. In the
event the Fund elects to assume the defense of any such suit and
retain counsel of good standing approved by you, the defendant
or
defendants in such suit shall bear the fees and expenses of any
additional counsel retained by any of them; but in case the Fund
does not elect to assume the defense of any such suit, or in
case
you do not approve of counsel chosen by the Fund, the Fund will
reimburse you, your officers and directors, or the controlling
person or persons named as defendant or defendants in such suit,
for the fees and expenses of any counsel retained by you or
them.
The Fund's indemnification agreement contained in this
paragraph 1.9 and the Fund's representations and warranties in
this agreement shall remain operative and in full force and
effect
regardless of any investigation made by or on behalf of you,
your
officers and directors, or any controlling person, and shall
survive the delivery of any of the Fund's shares. This
agreement
of indemnity will inure exclusively to your benefit, to the
benefit of your several officers and directors, and their
respective estates, and to the benefit of any controlling
persons
and their successors. The Fund agrees promptly to notify you of
the commencement of any litigation or proceedings against the
Fund
or any of its officers or directors in connection with the issue
and sale of any of the Fund's shares.
1.10 You agree to indemnify, defend and hold the
Fund,
its several officers and directors, and any person who controls
the Fund within the meaning of Section 15 of the Securities Act
of
1933, as amended, free and harmless from and against any and all
claims, demands, liabilities and expenses (including the cost of
investigating or defending such claims, demands or liabilities
and
any counsel fees incurred in connection therewith) which the
Fund,
its officers or directors, or any such controlling person, may
incur under the Securities Act of 1933, as amended, or under
common law or otherwise, but only to the extent that such
liability or expense incurred by the Fund, its officers or
directors, or such controlling person resulting from such claims
or demands, shall arise out of or be based upon any untrue, or
alleged untrue, statement of a material fact contained in
information furnished in writing by you to the Fund specifically
for use in the Fund's registration statement and used in the
answers to any of the items of the registration statement or in
the corresponding statements made in the prospectus, or shall
arise out of or be based upon any omission, or alleged omission,
to state a material fact in connection with such information
furnished in writing by you to the Fund and required to be
stated
in such answers or necessary to make such information not
misleading. Your agreement to indemnify the Fund, its officers
and directors, and any such controlling person, as aforesaid, is
expressly conditioned upon your being notified of any action
brought against the Fund, its officers or directors, or any such
controlling person, such notification to be given by letter or
telegram addressed to you at your principal office in New York,
New York within ten days after the summons or other first legal
process shall have been served. You shall have the right to
con-
trol the defense of such action, with counsel of your own
choosing, satisfactory to the Fund, if such action is based
solely
upon such alleged misstatement or omission on your part, and in
any other event the Fund, its officers or directors or such con-
trolling person shall each have the right to participate in the
defense or preparation of the defense of any such action. The
failure so to notify you of any such action shall not relieve
you
from any liability which you may have to the Fund, its officers
or
directors, or to such controlling person by reason of any such
untrue, or alleged untrue, statement or omission, or alleged
omission, otherwise than on account of your indemnity agreement
contained in this paragraph 1.10.
1.11 None of the Fund's shares shall be offered by
either you or the Fund under any of the provisions of this
agree-
ment and no orders for the purchase or sale of such shares
hereunder shall be accepted by the Fund if and so long as the
effectiveness of the registration statement then in effect or
any
necessary amendments thereto shall be suspended under any of the
provisions of the Securities Act of 1933, as amended, or if and
so
long as a current prospectus as required by Section 10 of said
Act, as amended, is not on file with the Securities and Exchange
Commission; provided, however, that nothing contained in this
paragraph 1.11 shall in any way restrict or have an application
to
or bearing upon the Fund's obligation to repurchase shares of
the
Fund's shares from any stockholder in accordance with the
provisions of the Fund's prospectus or Articles of
Incorporation.
1.12 The Fund agrees to advise you immediately in
writing:
(a) of any request by the Securities and Exchange
Commission for amendments to the registration
statement
or prospectus then in effect or for additional
information;
(b) in the event of the issuance by the
Securities
and Exchange Commission of any stop order suspending
the
effectiveness of the registration statement or
prospec-
tus then in effect or the initiation of any proceeding
for that purpose;
(c) of the happening of any event which makes
untrue any statement of a material fact made in the
registration statement or prospectus then in effect or
which requires the making of a change in such registration
statement or prospectus in order to make the statements therein
not misleading; and
(d) of all actions of the Securities and
Exchange Commission with respect to any amendments to
any registration statement or prospectus which may
from
time to time be filed with the Securities and Exchange
Commission.
2. Term
This agreement shall continue until February 17, 1996,
and thereafter shall continue automatically for successive
annual
periods ending on February 17th of each year, provided such
continuance is specifically approved at least annually by (i)
the
Fund's Board of Directors or (ii) vote of a majority (as defined
in the Investment Company Act of 1940) of the Fund's outstanding
voting securities, provided that in either event its continuance
also is approved by a majority of the Fund's directors who are
not
"interested persons" (as defined in said Act) of any party to
this
agreement, by vote cast in person at a meeting called for the
purpose of voting on such approval. This agreement is
terminable
without penalty, on 60 days' notice, by the Fund's Board of
Directors, by vote of holders of a majority of the Fund's
shares,
or by you. This agreement also will terminate automatically in
the event of its assignment (as defined in said Act).
3. Miscellaneous
The Fund recognizes that from time to time your
directors, officers and employees may serve as directors,
trustees, partners, officers and employees of other
corporations,
business trusts, partnerships or other entities (including other
investment companies) and that such other entities may include
the
name "Dreyfus" as part of their name, and that your corporation
or
its affiliates may enter into distribution or other agreements
with such other entities. If you cease to act as the
distributor
of the Fund's shares or if The Dreyfus Corporation (the
"Adviser")
ceases to act as the Fund's investment adviser, the Fund agrees
that, at the Adviser's request, the Fund will take all necessary
action to change the name of the Fund to a name not including
"Dreyfus" in any form or combination of words.
Please confirm that the foregoing is in accordance
with
your understanding and indicate your acceptance hereof by
signing
below, whereupon it shall become a binding agreement between us.
Very truly yours,
DREYFUS GLOBAL BOND FUND, INC.
By:
Accepted:
DREYFUS SERVICE CORPORATION
By:
<PAGE>
EXHIBIT (8)
CUSTODY AGREEMENT
Custody Agreement made as of February 17, 1994 between
DREYFUS GLOBAL BOND FUND, INC., a corporation organized and
existing under the laws of the State of Maryland, having its
principal office and place of business at 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144 (hereinafter called
the
"Fund"), and THE BANK OF NEW YORK, a New York corporation
authorized to do a banking business, having its principal office
and place of business at 110 Washington Street, New York, New
York
10286 (hereinafter called the "Custodian").
W I T N E S S E T H :
that for and in consideration of the mutual promises hereinafter
set forth the Fund and the Custodian agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words
and
phrases, unless the context otherwise requires, shall have the
following meanings:
1. "Authorized Person" shall be deemed to include the
Treasurer, the Controller or any other person, whether or not
any
such person is an Officer or employee of the Fund, duly
authorized
by the Directors of the Fund to give Oral Instructions and
Written
Instructions on behalf of the Fund and listed in the Certificate
annexed hereto as Appendix A or such other Certificate as may be
received by the Custodian from time to time.
2. "Available Balance" shall mean for any given day
during a calendar year the aggregate amount of Federal Funds
held
in the Fund's custody account(s) at The Bank of New York, or its
successors, as of the close of such day or, if such day is not a
business day, the close of the preceding business day.
3. "Bankruptcy" shall mean with respect to a party
such
party's making a general assignment, arrangement or composition
with or for the benefit of its creditors, or instituting or
having
instituted against it a proceeding seeking a judgment of
insolvency or bankruptcy or the entry of an order for relief
under
the Federal bankruptcy law or any other relief under any
bankruptcy or insolvency law or other similar law affecting
creditors' rights, or if a petition is presented for the winding
up or liquidation of the party or a resolution is passed for its
winding up or liquidation, or it seeks, or becomes subject to,
the
appointment of an administrator, receiver, trustee, custodian or
other similar official for it or for all or substantially all of
its assets or its taking any action in furtherance of, or
indicating its consent to approval of, or acquiescence in, any
of
the foregoing.
4. "Book-Entry System" shall mean the Federal
Reserve/
Treasury book-entry system for United States and Federal agency
securities, its successor or successors and its nominee or
nominees.
5. "Call Option" shall mean an exchange traded option
with respect to Securities other than Stock Index Options,
Futures
Contracts and Futures Contract Options entitling the holder,
upon
timely exercise and payment of the exercise price, as specified
therein, to purchase from the writer thereof the specified
underlying Securities.
6. "Certificate" shall mean any notice, instruction,
or
other instrument in writing, authorized or required by this
Agreement to be given to the Custodian, which is actually
received
by the Custodian and signed on behalf of the Fund by any two
Officers of the Fund.
7. "Clearing Member" shall mean a registered broker-
dealer which is a clearing member under the rules of O.C.C. and
a
member of a national securities exchange qualified to act as a
custodian for an investment company, or any broker-dealer
reasonably believed by the Custodian to be such a clearing
member.
8. "Collateral Account" shall mean a segregated
account
so denominated and pledged to the Custodian as security for, and
in consideration of, the Custodian's issuance of (a) any Put
Option guarantee letter or similar document described in para-
graph 8 of Article V herein, or (b) any receipt described in
Article V or VIII herein.
9. "Consumer Price Index" shall mean the U.S.
Consumer
Price Index, all items and all urban consumers, U.S. city
average
l982-84 equals 100, as first published without seasonal
adjustment
by the Bureau of Labor Statistics, the Department of Labor,
without regard to subsequent revisions or corrections by such
Bureau.
10. "Covered Call Option" shall mean an exchange
traded
option entitling the holder, upon timely exercise and payment of
the exercise price, as specified therein, to purchase from the
writer thereof the specified Securities (excluding Futures
Contracts) which are owned by the writer thereof and subject to
appropriate restrictions.
11. "Depository" shall mean The Depository Trust
Company ("DTC"), a clearing agency registered with the
Securities
and Exchange Commission, its successor or successors and its
nominee or nominees, provided the Custodian has received a
certified copy of a resolution of the Fund's Directors
specifically approving deposits in DTC. The term "Depository"
shall further mean and include any other person authorized to
act
as a depository under the Investment Company Act of 1940, its
successor or successors and its nominee or nominees,
specifically
identified in a certified copy of a resolution of the Fund's
Directors specifically approving deposits therein by the
Custodian.
12. "Earnings Credit" shall mean for any given day
during a calendar year the product of (a) the Federal Funds Rate
for such date minus .25%, and (b) 82% of the Available Balance.
13. "Federal Funds" shall mean immediately available
same day funds.
14. "Federal Funds Rate" shall mean, for any day, the
Federal Funds (Effective) interest rate so denominated as
published in Federal Reserve Statistical Release H.15 (519) and
applicable to such day and each succeeding day which is not a
business day.
15. "Financial Futures Contract" shall mean the firm
commitment to buy or sell fixed income securities, including,
without limitation, U.S. Treasury Bills, U.S. Treasury Notes,
U.S. Treasury Bonds, domestic bank certificates of deposit, and
Eurodollar certificates of deposit, during a specified month at
an agreed upon price.
16. "Futures Contract" shall mean a Financial Futures
Contract and/or Stock Index Futures Contracts.
17. "Futures Contract Option" shall mean an option
with respect to a Futures Contract.
18. "Margin Account" shall mean a segregated account
in the name of a broker, dealer, futures commission merchant or
Clearing Member, or in the name of the Fund for the benefit of a
broker, dealer, futures commission merchant or Clearing Member,
or
otherwise, in accordance with an agreement between the Fund, the
Custodian and a broker, dealer, futures commission merchant or
Clearing Member (a "Margin Account Agreement"), separate and
distinct from the custody account, in which certain Securities
and/or money of the Fund shall be deposited and withdrawn from
time to time in connection with such transactions as the Fund
may
from time to time determine. Securities held in the Book-Entry
System or the Depository shall be deemed to have been deposited
in, or withdrawn from, a Margin Account upon the Custodian's
effecting an appropriate entry on its books and records.
19. "Merger" shall mean (a) with respect to the Fund,
the consolidation or amalgamation with, merger into, or transfer
of all or substantially all of its assets to, another entity,
where the Fund is not the surviving entity, and (b) with respect
to the Custodian, any consolidation or amalgamation with, merger
into, or transfer of all or substantially all of its assets to,
another entity, except for any such consolidation, amalgamation,
merger or transfer of assets between the Custodian and The Bank
of
New York Company, Inc. or any subsidiary thereof, or the Irving
Bank Corporation or any subsidiary thereof, provided that the
surviving entity agrees to be bound by the terms of this
Agreement.
20. "Money Market Security" shall be deemed to
include,
without limitation, debt obligations issued or guaranteed as to
principal and interest by the government of the United States or
agencies or instrumentalities thereof, commercial paper,
certificates of deposit and bankers' acceptances, repurchase and
reverse repurchase agreements with respect to the same and bank
time deposits, where the purchase and sale of such securities
normally requires settlement in Federal funds on the same date
as
such purchase or sale.
21. "O.C.C." shall mean Options Clearing Corporation,
a clearing agency registered under Section 17A of the Securities
Exchange Act of 1934, its successor or successors, and its
nominee or nominees.
22. "Officers" shall be deemed to include the
President, any Vice President, the Secretary, the Treasurer, the
Controller, any Assistant Secretary, any Assistant Treasurer or
any other person or persons duly authorized by the Directors of
the Fund to execute any Certificate, instruction, notice or
other
instrument on behalf of the Fund and listed in the Certificate
annexed hereto as Appendix B or such other Certificate as may be
received by the Custodian from time to time.
23. "Option" shall mean a Call Option, Covered Call
Option, Stock Index Option and/or a Put Option.
24. "Oral Instructions" shall mean verbal
instructions
actually received by the Custodian from an Authorized Person or
from a person reasonably believed by the Custodian to be an
Authorized Person.
25. "Put Option" shall mean an exchange traded option
with respect to Securities other than Stock Index Options,
Futures
Contracts, and Futures Contract Options entitling the holder,
upon timely exercise and tender of the specified underlying
Securities,
to sell such Securities to the writer thereof for the exercise
price.
26. "Reverse Repurchase Agreement" shall mean an
agreement pursuant to which the Fund sells Securities and agrees
to repurchase such Securities at a described or specified date
and price.
27. "Security" shall be deemed to include, without
limitation, Money Market Securities, Call Options, Put Options,
Stock Index Options, Stock Index Futures Contracts, Stock Index
Futures Contract Options, Financial Futures Contracts, Financial
Futures Contract Options, Reverse Repurchase Agreements, common
stock and other instruments or rights having characteristics
similar to common stocks, preferred stocks, debt obligations
issued by state or municipal governments and by public
authorities
(including, without limitation, general obligation bonds,
revenue
bonds and industrial bonds and industrial development bonds),
bonds, debentures, notes, mortgages or other obligations, and
any
certificates, receipts, warrants or other instruments
representing
rights to receive, purchase, sell or subscribe for the same, or
evidencing or representing any other rights or interest therein,
or any property or assets.
28. "Segregated Security Account" shall mean an
account maintained under the terms of this Agreement as a
segregated
account, by recordation or otherwise, within the custody account
in which certain Securities and/or other assets of the Fund
shall
be deposited and withdrawn from time to time in accordance with
Certificates received by the Custodian in connection with such
transactions as the Fund may from time to time determine.
29. "Shares" shall mean the shares of Common Stock of
the Fund, each of which, in the case of a Fund having Series, is
allocated to a particular Series.
30. "Stock Index Futures Contract" shall mean a
bilateral agreement pursuant to which the parties agree to take
or make delivery of an amount of cash equal to a specified
dollar
amount times the difference between the value of a particular
stock index at the close of the last business day of the
contract
and the price at which the futures contract is originally
struck.
31. "Stock Index Option" shall mean an exchange
traded
option entitling the holder, upon timely exercise, to receive an
amount of cash determined by reference to the difference between
the exercise price and the value of the index on the date of
exercise.
32. "Written Instructions" shall mean written
communications actually received by the Custodian from an
Authorized Person or from a person reasonably believed by the
Custodian to be an Authorized Person by telex or any other such
system whereby the receiver of such communications is able to
verify by codes or otherwise with a reasonable degree of
certainty the authenticity of the sender of such communication.
ARTICLE II
APPOINTMENT OF CUSTODIAN
1. The Fund hereby constitutes and appoints the
Custodian as custodian of all the Securities and moneys at any
time owned by the Fund during the period of this Agreement,
except
that (a) if the Custodian fails to provide for the custody of
any
of the Fund's Securities and moneys located or to be located
outside the United States in a manner satisfactory to the Fund,
the Fund shall be permitted to arrange for the custody of such
Securities and moneys located or to be located outside the
United
States other than through the Custodian at rates to be
negotiated
and borne by the Fund and (b) if the Custodian fails to continue
any existing sub-custodial or similar arrangements on
substantially the same terms as exist on the date of this
Agreement, the Fund shall be permitted to arrange for such or
similar services other than through the Custodian at rates to be
negotiated and borne by the Fund. The Custodian shall not
charge
the Fund for any such terminated services after the date of such
termination.
2. The Custodian hereby accepts appointment as such
custodian and agrees to perform the duties thereof as
hereinafter
set forth.
ARTICLE III
CUSTODY OF CASH AND SECURITIES
1. Except as otherwise provided in paragraph 7 of
this
Article and in Article VIII, the Fund will deliver or cause to
be
delivered to the Custodian all Securities and all moneys owned
by
it, including cash received for the issuance of its shares, at
any time during the period of this Agreement. The Custodian
will
not
be responsible for such Securities and such moneys until
actually
received by it. The Custodian will be entitled to reverse any
credits made on the Fund's behalf where such credits have been
previously made and moneys are not finally collected. The Fund
shall deliver to the Custodian a certified resolution of the
Directors of the Fund approving, authorizing and instructing the
Custodian on a continuous and on-going basis to deposit in the
Book-Entry System all Securities eligible for deposit therein
and
to utilize the Book-Entry System to the extent possible in
connection with its performance hereunder, including, without
limitation, in connection with settlements of purchases and
sales
of Securities, loans of Securities, and deliveries and returns
of
Securities collateral. Prior to a deposit of Securities of the
Fund in the Depository the Fund shall deliver to the Custodian a
certified resolution of the Directors of the Fund approving,
authorizing and instructing the Custodian on a continuous and
on-
going basis until instructed to the contrary by a Certificate
actually received by the Custodian to deposit in the Depository
all Securities eligible for deposit therein and to utilize the
Depository to the extent possible in connection with its
performance hereunder, including, without limitation, in
connection with settlements of purchases and sales of
Securities,
loans of Securities, and deliveries and returns of Securities
collateral. Securities and moneys of the Fund deposited in
either
the Book-Entry System or the Depository will be represented in
accounts which include only assets held by the Custodian for
customers, including, but not limited to, accounts in which the
Custodian acts in a fiduciary or representative capacity. Prior
to the Custodian's accepting, utilizing and acting with respect
to
Clearing Member confirmations for Options and transactions in
Options as provided in this Agreement, the Custodian shall have
received a certified resolution of the Fund's Board of Directors
approving, authorizing and instructing the Custodian on a
continuous and on-going basis, until instructed to the contrary
by
a Certificate actually received by the Custodian, to accept,
utilize and act in accordance with such confirmations as
provided
in this Agreement.
2. The Custodian shall credit to a separate account
in
the name of the Fund all moneys received by it for the account
of
the Fund, and shall disburse the same only:
(a) In payment for Securities purchased, as provided
in Article IV hereof;
(b) In payment of dividends or distributions, as
provided in Article XI hereof;
(c) In payment of original issue or other taxes, as
provided in Article XII hereof;
(d) In payment for Shares redeemed by it, as provided
in Article XII hereof;
(e) Pursuant to Certificates setting forth the name
and address of the person to whom the payment is to be made, and
the purpose for which payment is to be made; or
(f) In payment of the fees and in reimbursement of
the
expenses and liabilities of the Custodian, as provided in
Article
XV hereof.
3. Promptly after the close of business on each day,
the Custodian shall furnish the Fund with confirmations and a
summary of all transfers to or from the account of the Fund
during
said day. Where Securities are transferred to the account of
the
Fund, the Custodian shall also by book-entry or otherwise
identify
as belonging to the Fund a quantity of Securities in a fungible
bulk of Securities registered in the name of the Custodian (or
its nominee) or shown on the Custodian's account on the books of
the
Book-Entry System or the Depository. At least monthly and from
time to time, the Custodian shall furnish the Fund with a
detailed statement of the Securities and moneys held for the
Fund
under this Agreement.
4. Except as otherwise provided in paragraph 7 of
this
Article and in Article VIII, all Securities held for the Fund,
which are issued or issuable only in bearer form, except such
Securities as are held in the Book-Entry System, shall be held
by
the Custodian in that form; all other Securities held for the
Fund
may be registered in the name of the Fund, in the name of any
duly
appointed registered nominee of the Custodian as the Custodian
may from time to time determine, or in the name of the
Book-Entry
System or the Depository or their successor or successors, or
their nominee or nominees. The Fund agrees to furnish to the
Custodian appropriate instruments to enable the Custodian to
hold
or deliver in proper form for transfer, or to register in the
name
of its registered nominee or in the name of the Book-Entry
System
or the Depository, any Securities which it may hold for the
account of the Fund and which may from time to time be
registered
in the name of the Fund. The Custodian shall hold all such
Securities which are not held in the Book-Entry System or in the
Depository in a separate account in the name of the Fund
physically segregated at all times from those of any other
person
or persons.
5. Except as otherwise provided in this Agreement and
unless otherwise instructed to the contrary by a Certificate,
the
Custodian by itself, or through the use of the Book-Entry System
or the Depository with respect to Securities therein deposited,
shall with respect to all Securities held for the Fund in
accordance with this Agreement:
(a) Collect all income due or payable and, in any
event, if the Custodian receives a written notice from the Fund
specifying that an amount of income should have been received by
the Custodian within the last 90 days, the Custodian will
provide
a conditional payment of income within 60 days from the date the
Custodian received such notice, unless the Custodian reasonably
concludes that such income was not due or payable to the Fund,
provided that the Custodian may reverse any such conditional
payment upon its reasonably concluding that all or any portion
of
such income was not due or payable, and provided further that
the
Custodian shall not be liable for failing to collect on a timely
basis the full amount of income due or payable in respect of a
"floating rate instrument" or "variable rate instrument" (as
such
terms are defined under Rule 2a-7 under the Investment Company
Act of 1940, as amended) if it has acted in good faith, without
negligence or willful misconduct.
(b) Present for payment and collect the amount
payable
upon such Securities which are called, but only if either (i)
the
Custodian receives a written notice of such call, or (ii) notice
of such call appears in one or more of the publications listed
in
Appendix C annexed hereto, which may be amended at any time by
the Custodian upon five business days' prior notification to the
Fund;
(c) Present for payment and collect the amount
payable
upon all Securities which may mature;
(d) Surrender Securities in temporary form for
definitive Securities;
(e) Execute, as Custodian, any necessary declarations
or certificates of ownership under the Federal Income Tax Laws
or
the laws or regulations of any other taxing authority now or
hereafter in effect; and
(f) Hold directly, or through the Book-Entry System
or
the Depository with respect to Securities therein deposited, for
the account of the Fund all rights and similar securities issued
with respect to any Securities held by the Custodian hereunder.
6. Upon receipt of a Certificate and not otherwise,
the Custodian, directly or through the use of the Book-Entry
System or the Depository, shall:
(a) Execute and deliver to such persons as may be
designated in such Certificate proxies, consents,
authorizations,
and any other instruments whereby the authority of the Fund as
owner of any Securities may be exercised;
(b) Deliver any Securities held for the Fund in
exchange for other Securities or cash issued or paid in
connection
with the liquidation, reorganization, refinancing, merger,
consolidation or recapitalization of any corporation, or the
exercise of any conversion privilege;
(c) Deliver any Securities held for the Fund to any
protective committee, reorganization committee or other person
in
connection with the reorganization, refinancing, merger,
consolidation, recapitalization or sale of assets of any
corporation, and receive and hold under the terms of this
Agreement such certificates of deposit, interim receipts or
other
instruments or documents as may be issued to it to evidence such
delivery;
(d) Make such transfers or exchanges of the assets of
the Fund and take such other steps as shall be stated in said
order to be for the purpose of effectuating any duly authorized
plan of liquidation, reorganization, merger, consolidation or
recapitalization of the Fund; and
(e) Present for payment and collect the amount
payable
upon Securities not described in preceding paragraph 5(b) of
this
Article which may be called as specified in the Certificate.
7. Notwithstanding any provision elsewhere contained
herein, the Custodian shall not be required to obtain possession
of any instrument or certificate representing any Futures
Contract, Option or Futures Contract Option until after it shall
have determined, or shall have received a Certificate from the
Fund stating, that any such instruments or certificates are
available. The Fund shall deliver to the Custodian such a
Certificate no later than the business day preceding the
availability of any such instrument or certificate. Prior to
such availability, the Custodian shall comply with Section 17(f)
of the Investment Company Act of 1940, as amended, in connection
with the
purchase, sale, settlement, closing out or writing of Futures
Contracts, Options or Futures Contract Options by making
payments
or deliveries specified in Certificates received by the
Custodian
in connection with any such purchase, sale, writing, settlement
or
closing out upon its receipt from a broker, dealer or futures
commission merchant of a statement or confirmation reasonably
believed by the Custodian to be in the form customarily used by
brokers, dealers, or futures commission merchants with respect
to
such Futures Contracts, Options or Futures Contract Options, as
the case may be, confirming that such Security is held by such
broker, dealer or futures commission merchant, in book-entry
form
or otherwise, in the name of the Custodian (or any nominee of
the
Custodian) as custodian for the Fund, provided, however, that
payments to or deliveries from the Margin Account shall be made
in
accordance with the terms and conditions of the Margin Account
Agreement. Whenever any such instruments or certificates are
available, the Custodian shall, notwithstanding any provision in
this Agreement to the contrary, make payment for any Futures
Contract, Option or Futures Contract Option for which such
instruments or such certificates are available only against the
delivery to the Custodian of such instrument or such
certificate,
and deliver any Futures Contract, Option or Futures Contract
Option for which such instruments or such certificates are
available only against receipt by the Custodian of payment
therefor. Any such instrument or certificate delivered to the
Custodian shall be held by the Custodian hereunder in accordance
with, and subject to, the provisions of this Agreement.
ARTICLE IV
PURCHASE AND SALE OF INVESTMENTS OF THE FUND OTHER THAN
OPTIONS,
FUTURES CONTRACTS, FUTURES CONTRACT OPTIONS AND REVERSE
REPURCHASE AGREEMENTS
1. Promptly after each purchase of Securities by the
Fund, other than a purchase of any Option, Futures Contract,
Futures Contract Option or Reverse Repurchase Agreement, the
Fund
shall deliver to the Custodian (i) with respect to each purchase
of Securities which are not Money Market Securities, a
Certificate, and (ii) with respect to each purchase of Money
Market Securities, a Certificate, Oral Instructions or Written
Instructions, specifying with respect to each such purchase:
(a)
the name of the issuer and the title of the Securities; (b) the
number of shares or the principal amount purchased and accrued
interest, if any; (c) the date of purchase and settlement; (d)
the
purchase price per unit; (e) the total amount payable upon such
purchase; (f) the name of the person from whom or the broker
through whom the purchase was made, and the name of the clearing
broker, if any; and (g) the name of the broker to which payment
is
to be made. The Custodian shall, upon receipt of Securities
purchased by or for the Fund, pay out of the moneys held for the
account of the Fund the total amount payable to the person from
whom, or the broker through whom, the purchase was made,
provided
that the same conforms to the total amount payable as set forth
in
such Certificate, Oral Instructions or Written Instructions.
2. Promptly after each sale of Securities by the
Fund,
other than a sale of any Option, Futures Contract, Futures
Contract Option or Reverse Repurchase Agreement, the Fund shall
deliver to the Custodian (i) with respect to each sale of
Securities which are not Money Market Securities, a Certificate,
and (ii) with respect to each sale of Money Market Securities, a
Certificate, Oral Instructions or Written Instructions,
specifying
with respect to each such sale: (a) the name of the issuer and
the title of the Security; (b) the number of shares or principal
amount sold, and accrued interest, if any; (c) the date of sale;
(d) the sale price per unit; (e) the total amount payable to the
Fund upon such sale; (f) the name of the broker through whom or
the person to whom the sale was made, and the name of the
clearing
broker, if any; and (g) the name of the broker to whom the
Securities are to be delivered. The Custodian shall deliver the
Securities upon receipt of the total amount payable to the Fund
upon such sale, provided that the same conforms to the total
amount payable as set forth in such Certificate, Oral
Instructions
or Written Instructions. Subject to the foregoing, the
Custodian
may accept payment in such form as shall be satisfactory to it,
and may deliver Securities and arrange for payment in accordance
with the customs prevailing among dealers in Securities.
ARTICLE V
OPTIONS
1. Promptly after the purchase of any Option by the
Fund, the Fund shall deliver to the Custodian a Certificate
specifying with respect to each Option purchased: (a) the type
of Option (put or call); (b) the name of the issuer and the
title
and number of shares subject to such Option or, in the case of a
Stock Index Option, the stock index to which such Option relates
and the
number of Stock Index Options purchased; (c) the expiration
date;
(d) the exercise price; (e) the dates of purchase and
settlement;
(f) the total amount payable by the Fund in connection with such
purchase; (g) the name of the Clearing Member through which such
Option was purchased; and (h) the name of the broker to whom
payment is to be made. The Custodian shall pay, upon receipt of
a Clearing Member's statement confirming the purchase of such
Option
held by such Clearing Member for the account of the Custodian
(or
any duly appointed and registered nominee of the Custodian) as
custodian for the Fund, out of moneys held for the account of
the
Fund, the total amount payable upon such purchase to the
Clearing
Member through whom the purchase was made, provided that the
same
conforms to the total amount payable as set forth in such
Certificate.
2. Promptly after the sale of any Option purchased by
the Fund pursuant to paragraph 1 hereof, the Fund shall deliver
to the Custodian a Certificate specifying with respect to each
such
sale: (a) the type of Option (put or call); (b) the name of the
issuer and the title and number of shares subject to such Option
or, in the case of a Stock Index Option, the stock index to
which
such Option relates and the number of Stock Index Options sold;
(c) the date of sale; (d) the sale price; (e) the date of
settlement; (f) the total amount payable to the Fund upon such
sale; and (g) the name of the Clearing Member through which the
sale was made. The Custodian shall consent to the delivery of
the
Option sold by the Clearing Member which previously supplied the
confirmation described in preceding paragraph 1 of this Article
with respect to such Option against payment to the Custodian of
the total amount payable to the Fund, provided that the same
conforms to the total amount payable as set forth in such
Certificate.
3. Promptly after the exercise by the Fund of any
Call
Option purchased by the Fund pursuant to paragraph 1 hereof, the
Fund shall deliver to the Custodian a Certificate specifying
with
respect to such Call Option: (a) the name of the issuer and the
title and number of shares subject to the Call Option; (b) the
expiration date; (c) the date of exercise and settlement; (d)
the
exercise price per share; (e) the total amount to be paid by the
Fund upon such exercise; and (f) the name of the Clearing Member
through which such Call Option was exercised. The Custodian
shall, upon receipt of the Securities underlying the Call Option
which was exercised, pay out of the moneys held for the account
of
the Fund the total amount payable to the Clearing Member through
whom the Call Option was exercised, provided that the same
conforms to the total amount payable as set forth in such
Certificate.
4. Promptly after the exercise by the Fund of any Put
Option purchased by the Fund pursuant to paragraph 1 hereof, the
Fund shall deliver to the Custodian a Certificate specifying
with
respect to such Put Option: (a) the name of the issuer and the
title and number of shares subject to the Put Option; (b) the
expiration date; (c) the date of exercise and settlement; (d)
the
exercise price per share; (e) the total amount to be paid to the
Fund upon such exercise; and (f) the name of the Clearing Member
through which such Put Option was exercised. The Custodian
shall,
upon receipt of the amount payable upon the exercise of the Put
Option, deliver or direct the Depository to deliver the
Securities, provided the same conforms to the amount payable to
the Fund as set forth in such Certificate.
5. Promptly after the exercise by the Fund of any
Stock Index Option purchased by the Fund pursuant to paragraph 1
hereof,
the Fund shall deliver to the Custodian a Certificate specifying
with respect to such Stock Index Option: (a) the type of Stock
Index Option (put or call); (b) the number of Options being
exercised; (c) the stock index to which such Option relates;
(d) the expiration date; (e) the exercise price; (f) the total
amount to be received by the Fund in connection with such
exercise; and (g) the Clearing Member from which such payment is
to be received.
6. Whenever the Fund writes a Covered Call Option,
the
Fund shall promptly deliver to the Custodian a Certificate
specifying with respect to such Covered Call Option: (a) the
name
of the issuer and the title and number of shares for which the
Covered Call Option was written and which underlie the same;
(b) the expiration date; (c) the exercise price; (d) the premium
to be received by the Fund; (e) the date such Covered Call
Option
was written; and (f) the name of the Clearing Member through
which
the premium is to be received. The Custodian shall deliver or
cause to be delivered, in exchange for receipt of the premium
specified in the Certificate with respect to such Covered Call
Option, such receipts as are required in accordance with the
customs prevailing among Clearing Members dealing in Covered
Call
Options and shall impose, or direct the Depository to impose,
upon
the underlying Securities specified in the Certificate such
restrictions as may be required by such receipts.
Notwithstanding
the foregoing, the Custodian has the right, upon prior written
notification to the Fund, at any time to refuse to issue any
receipts for Securities in the possession of the Custodian and
not
deposited with the Depository underlying a Covered Call Option.
7. Whenever a Covered Call Option written by the Fund
and described in the preceding paragraph of this Article is
exercised, the Fund shall promptly deliver to the Custodian a
Certificate instructing the Custodian to deliver, or to direct
the
Depository to deliver, the Securities subject to such Covered
Call
Option and specifying: (a) the name of the issuer and the title
and number of shares subject to the Covered Call Option; (b) the
Clearing Member to whom the underlying Securities are to be
delivered; and (c) the total amount payable to the Fund upon
such
delivery. Upon the return and/or cancellation of any receipts
delivered pursuant to paragraph 6 of this Article, the Custodian
shall deliver, or direct the Depository to deliver, the
underlying
Securities as specified in the Certificate for the amount to be
received as set forth in such Certificate.
8. Whenever the Fund writes a Put Option, the Fund
shall promptly deliver to the Custodian a Certificate specifying
with respect to such Put Option: (a) the name of the issuer and
the title and number of shares for which the Put Option is
written
and which underlie the same; (b) the expiration date; (c) the
exercise price; (d) the premium to be received by the Fund;
(e) the date such Put Option is written; (f) the name of the
Clearing Member through which the premium is to be received and
to
whom a Put Option guarantee letter is to be delivered; (g) the
amount of cash, and/or the amount and kind of Securities, if
any,
to be deposited in the Segregated Security Account; and (h) the
amount of cash and/or the amount and kind of Securities to be
deposited into the Collateral Account. The Custodian shall,
after
making the deposits into the Collateral Account specified in the
Certificate, issue a Put Option guarantee letter substantially
in
the form utilized by the Custodian on the date hereof, and
deliver
the same to the Clearing Member specified in the Certificate
against receipt of the premium specified in said Certificate.
Notwithstanding the foregoing, the Custodian shall be under no
obligation to issue any Put Option guarantee letter or similar
document if it is unable to make any of the representations
contained therein.
9. Whenever a Put Option written by the Fund and
described in the preceding paragraph is exercised, the Fund
shall
promptly deliver to the Custodian a Certificate specifying:
(a) the name of the issuer and title and number of shares
subject
to the Put Option; (b) the Clearing Member from which the
underlying Securities are to be received; (c) the total amount
payable by the Fund upon such delivery; (d) the amount of cash
and/or the amount and kind of Securities to be withdrawn from
the
Collateral Account; and (e) the amount of cash and/or the amount
and kind of Securities, if any, to be withdrawn from the
Segregated Security Account. Upon the return and/or
cancellation
of any Put Option guarantee letter or similar document issued by
the Custodian in connection with such Put Option, the Custodian
shall pay out of the moneys held for the account of the Fund the
total amount payable to the Clearing Member specified in the
Certificate as set forth in such Certificate, and shall make the
withdrawals specified in such Certificate.
10. Whenever the Fund writes a Stock Index Option,
the
Fund shall promptly deliver to the Custodian a Certificate
specifying with respect to such Stock Index Option: (a) whether
such Stock Index Option is a put or a call; (b) the number of
Options written; (c) the stock index to which such Option
relates;
(d) the expiration date; (e) the exercise price; (f) the
Clearing
Member through which such Option was written; (g) the premium to
be received by the Fund; (h) the amount of cash and/or the
amount
and kind of Securities, if any, to be deposited in the
Segregated
Security Account; (i) the amount of cash and/or the amount and
kind of Securities, if any, to be deposited in the Collateral
Account; and (j) the amount of cash and/or the amount and kind
of
Securities, if any, to be deposited in a Margin Account, and the
name in which such account is to be or has been established.
The
Custodian shall, upon receipt of the premium specified in the
Certificate, make the deposits, if any, into the Segregated
Security Account specified in the Certificate, and either (1)
deliver such receipts, if any, which the Custodian has
specifically agreed to issue, which are in accordance with the
customs prevailing among Clearing Members in Stock Index Options
and make the deposits into the Collateral Account specified in
the
Certificate, or (2) make the deposits into the Margin Account
specified in the Certificate.
11. Whenever a Stock Index Option written by the Fund
and described in the preceding paragraph of this Article is
exercised, the Fund shall promptly deliver to the Custodian a
Certificate specifying with respect to such Stock Index Option:
(a) such information as may be necessary to identify the Stock
Index Option being exercised; (b) the Clearing Member through
which such Stock Index Option is being exercised; (c) the total
amount payable upon such exercise, and whether such amount is to
be paid by or to the Fund; (d) the amount of cash and/or amount
and kind of Securities, if any, to be withdrawn from the Margin
Account; and (e) the amount of cash and/or amount and kind of
Securities, if any, to be withdrawn from the Segregated Security
Account and the amount of cash and/or the amount and kind of
Securities, if any, to be withdrawn from the Collateral Account.
Upon the return and/or cancellation of the receipt, if any,
delivered pursuant to the preceding paragraph of this Article,
the
Custodian shall pay to the Clearing Member specified in the
Certificate the total amount payable, if any, as specified
therein.
12. Whenever the Fund purchases any Option identical
to
a previously written Option described in paragraphs 6, 8 or 10
of
this Article in a transaction expressly designated as a "Closing
Purchase Transaction" in order to liquidate its position as a
writer of an Option, the Fund shall promptly deliver to the
Custodian a Certificate specifying with respect to the Option
being purchased: (a) that the transaction is a Closing Purchase
Transaction; (b) the name of the issuer and the title and number
of shares subject to the Option, or, in the case of a Stock
Index
Option, the stock index to which such Option relates and the
number of Options held; (c) the exercise price; (d) the premium
to
be paid by the Fund; (e) the expiration date; (f) the type of
Option (put or call); (g) the date of such purchase; (h) the
name
of the Clearing Member to which the premium is to be paid; and
(i)
the amount of cash and/or the amount and kind of Securities, if
any, to be withdrawn from the Collateral Account, a specified
Margin Account or the Segregated Security Account. Upon the
Custodian's payment of the premium and the return and/or
cancellation of any receipt issued pursuant to paragraphs 6, 8
or
10 of this Article with respect to the Option being liquidated
through the Closing Purchase Transaction, the Custodian shall
remove, or direct the Depository to remove, the previously
imposed
restrictions on the Securities underlying the Call Option.
13. Upon the expiration or exercise of, or
consummation
of a Closing Purchase Transaction with respect to, any Option
purchased or written by the Fund and described in this Article,
the Custodian shall delete such Option from the statements
delivered to the Fund pursuant to paragraph 3 of Article III
herein, and upon the return and/or cancellation of any receipts
issued by the Custodian, shall make such withdrawals from the
Collateral Account, the Margin Account and/or the Segregated
Security Account as may be specified in a Certificate received
in
connection with such expiration, exercise, or consummation.
ARTICLE VI
FUTURES CONTRACTS
1. Whenever the Fund shall enter into a Futures
Contract, the Fund shall deliver to the Custodian a Certificate
specifying with respect to such Futures Contract (or with
respect
to any number of identical Futures Contract(s)): (a) the
category
of Futures Contract (the name of the underlying stock index or
financial instrument); (b) the number of identical Futures
Contracts entered into; (c) the delivery or settlement date of
the
Futures Contract(s); (d) the date the Futures Contract(s) was
(were) entered into and the maturity date; (e) whether the Fund
is
buying (going long) or selling (going short) on such Futures
Contract(s); (f) the amount of cash and/or the amount and kind
of
Securities, if any, to be deposited in the Segregated Security
Account; (g) the name of the broker, dealer or futures
commission
merchant through which the Futures Contract was entered into;
and
(h) the amount of fee or commission, if any, to be paid and the
name of the broker, dealer or futures commission merchant to
whom
such amount is to be paid. The Custodian shall make the
deposits,
if any, to the Margin Account in accordance with the terms and
conditions of the Margin Account Agreement. The Custodian shall
make payment of the fee or commission, if any, specified in the
Certificate and deposit in the Segregated Security Account the
amount of cash and/or the amount and kind of Securities
specified
in said Certificate.
2. (a) Any variation margin payment or similar
payment
required to be made by the Fund to a broker, dealer or futures
commission merchant with respect to an outstanding Futures
Contract shall be made by the Custodian in accordance with the
terms and conditions of the Margin Account Agreement.
(b) Any variation margin payment or similar
payment
from a broker, dealer or futures commission merchant to the Fund
with respect to an outstanding Futures Contract shall be
received
and dealt with by the Custodian in accordance with the terms and
conditions of the Margin Account Agreement.
3. Whenever a Futures Contract held by the Custodian
hereunder is retained by the Fund until delivery or settlement
is
made on such Futures Contract, the Fund shall deliver to the
Custodian a Certificate specifying: (a) the Futures Contract;
(b)
with respect to a Stock Index Futures Contract, the total cash
settlement amount to be paid or received, and with respect to a
Financial Futures Contract, the Securities and/or amount of cash
to be delivered or received; (c) the broker, dealer or futures
commission merchant to or from which payment or delivery is to
be
made or received; and (d) the amount of cash and/or Securities
to
be withdrawn from the Segregated Security Account. The
Custodian
shall make the payment or delivery specified in the Certificate
and delete such Futures Contract from the statements delivered
to
the Fund pursuant to paragraph 3 of Article III herein.
4. Whenever the Fund shall enter into a Futures
Contract to offset a Futures Contract held by the Custodian
hereunder, the Fund shall deliver to the Custodian a Certificate
specifying: (a) the items of information required in a
Certificate described in paragraph 1 of this Article, and (b)
the
Futures Contract being offset. The Custodian shall make payment
of the fee or commission, if any, specified in the Certificate
and
delete the Futures Contract being offset from the statements
delivered to the Fund pursuant to paragraph 3 of Article III
herein, and make such withdrawals from the Segregated Security
Account as may be specified in such Certificate. The
withdrawals,
if any, to be made from the Margin Account shall be made by the
Custodian in accordance with the terms and conditions of the
Margin Account Agreement.
ARTICLE VII
FUTURES CONTRACT OPTIONS
1. Promptly after the purchase of any Futures
Contract
Option by the Fund, the Fund shall deliver to the Custodian a
Certificate specifying with respect to such Futures Contract
Option: (a) the type of Futures Contract Option (put or call);
(b) the type of Futures Contract and such other information as
may
be necessary to identify the Futures Contract underlying the
Futures Contract Option purchased; (c) the expiration date; (d)
the exercise price; (e) the dates of purchase and settlement;
(f)
the amount of premium to be paid by the Fund upon such purchase;
(g) the name of the broker or futures commission merchant
through
which such option was purchased; and (h) the name of the broker
or
futures commission merchant to whom payment is to be made. The
Custodian shall pay the total amount to be paid upon such
purchase
to the broker or futures commission merchant through whom the
purchase was made, provided that the same conforms to the amount
set forth in such Certificate.
2. Promptly after the sale of any Futures Contract
Option purchased by the Fund pursuant to paragraph 1 hereof, the
Fund shall promptly deliver to the Custodian a Certificate
specifying with respect to each such sale: (a) the type of
Futures Contract Option (put or call); (b) the type of Futures
Contract and such other information as may be necessary to
identify the Futures Contract underlying the Futures Contract
Option; (c) the date of sale; (d) the sale price; (e) the date
of
settlement; (f) the total amount payable to the Fund upon such
sale; and (g) the name of the broker or futures commission
merchant through which the sale was made. The Custodian shall
consent to the cancellation of the Futures Contract Option being
closed against payment to the Custodian of the total amount
payable to the Fund, provided the same conforms to the total
amount payable as set forth in such Certificate.
3. Whenever a Futures Contract Option purchased by
the
Fund pursuant to paragraph 1 is exercised by the Fund, the Fund
shall promptly deliver to the Custodian a Certificate
specifying:
(a) the particular Futures Contract Option (put or call) being
exercised; (b) the type of Futures Contract underlying the
Futures
Contract Option; (c) the date of exercise; (d) the name of the
broker or futures commission merchant through which the Futures
Contract Option is exercised; (e) the net total amount, if any,
payable by the Fund; (f) the amount, if any, to be received by
the
Fund; and (g) the amount of cash and/or the amount and kind of
Securities to be deposited in the Segregated Security Account.
The Custodian shall make the payments, if any, and the deposits,
if any, into the Segregated Security Account as specified in the
Certificate. The deposits, if any, to be made to the Margin
Account shall be made by the Custodian in accordance with the
terms and conditions of the Margin Account Agreement.
4. Whenever the Fund writes a Futures Contract
Option,
the Fund shall promptly deliver to the Custodian a Certificate
specifying with respect to such Futures Contract Option: (a)
the
type of Futures Contract Option (put or call); (b) the type of
Futures Contract and such other information as may be necessary
to
identify the Futures Contract underlying the Futures Contract
Option; (c) the expiration date; (d) the exercise price; (e) the
premium to be received by the Fund; (f) the name of the broker
or
futures commission merchant through which the premium is to be
received; and (g) the amount of cash and/or the amount and kind
of
Securities, if any, to be deposited in the Segregated Security
Account. The Custodian shall, upon receipt of the premium
specified in the Certificate, make the deposits into the
Segregated Security Account, if any, as specified in the
Certificate. The deposits, if any, to be made to the Margin
Account shall be made by the Custodian in accordance with the
terms and conditions of the Margin Account Agreement.
5. Whenever a Futures Contract Option written by the
Fund which is a call is exercised, the Fund shall promptly
deliver
to the Custodian a Certificate specifying: (a) the particular
Futures Contract Option exercised; (b) the type of Futures
Contract underlying the Futures Contract Option; (c) the name of
the broker or futures commission merchant through which such
Futures Contract Option was exercised; (d) the net total amount,
if any, payable to the Fund upon such exercise; (e) the net
total
amount, if any, payable by the Fund upon such exercise; and (f)
the amount of cash and/or the amount and kind of Securities to
be
deposited in the Segregated Security Account. The Custodian
shall, upon its receipt of the net total amount payable to the
Fund, if any, specified in such Certificate make the payments,
if
any, and the deposits, if any, into the Segregated Security
Account as specified in the Certificate. The deposits, if any,
to
be made to the Margin Account shall be made by the Custodian in
accordance with the terms and conditions of the Margin Account
Agreement.
6. Whenever a Futures Contract Option which is
written
by the Fund and which is a Put Option is exercised, the Fund
shall
promptly deliver to the Custodian a Certificate specifying: (a)
the particular Futures Contract Option exercised; (b) the type
of
Futures Contract underlying such Futures Contract Option; (c)
the
name of the broker or futures commission merchant through which
such Futures Contract Option is exercised; (d) the net total
amount, if any, payable to the Fund upon such exercise; (e) the
net total amount, if any, payable by the Fund upon such
exercise;
and (f) the amount and kind of Securities and/or cash to be
withdrawn from or deposited in the Segregated Security Account,
if
any. The Custodian shall, upon its receipt of the net total
amount payable to the Fund, if any, specified in the
Certificate,
make the payments, if any, and the deposits, if any, into the
Segregated Security Account as specified in the Certificate.
The
deposits to and/or withdrawals from the Margin Account, if any,
shall be made by the Custodian in accordance with the terms and
conditions of the Margin Account Agreement.
7. Whenever the Fund purchases any Futures Contract
Option identical to a previously written Futures Contract Option
described in this Article in order to liquidate its position as
a
writer of such Futures Contract Option, the Fund shall promptly
deliver to the Custodian a Certificate specifying with respect
to
the Futures Contract Option being purchased: (a) that the
transaction is a closing transaction; (b) the type of Futures
Contract and such other information as may be necessary to
identify the Futures Contract underlying the Futures Contract
Option; (c) the exercise price; (d) the premium to be paid by
the
Fund; (e) the expiration date; (f) the name of the broker or
futures commission merchant to which the premium is to be paid;
and (g) the amount of cash and/or the amount and kind of
Securities, if any, to be withdrawn from the Segregated Security
Account. The Custodian shall effect the withdrawals from the
Segregated Security Account specified in the Certificate. The
withdrawals, if any, to be made from the Margin Account shall be
made by the Custodian in accordance with the terms and
conditions
of the Margin Account Agreement.
8. Upon the expiration or exercise of, or
consummation
of a closing transaction with respect to, any Futures Contract
Option written or purchased by the Fund and described in this
Article, the Custodian shall (a) delete such Futures Contract
Option from the statements delivered to the Fund pursuant to
para-
graph 3 of Article III herein, and (b) make such withdrawals
from,
and/or, in the case of an exercise, such deposits into, the
Segregated Security Account as may be specified in a
Certificate.
The deposits to and/or withdrawals from the Margin Account, if
any, shall be made by the Custodian in accordance with the terms
and conditions of the Margin Account Agreement.
9. Futures Contracts acquired by the Fund through the
exercise of a Futures Contract Option described in this Article
shall be subject to Article VI hereof.
ARTICLE VIII
SHORT SALES
1. Promptly after any short sale, the Fund shall
deliver to the Custodian a Certificate specifying: (a) the name
of the issuer and the title of the Security; (b) the number of
shares or principal amount sold, and accrued interest or
dividends, if any; (c) the dates of the sale and settlement; (d)
the sale price per unit; (e) the total amount credited to the
Fund
upon such sales, if any; (f) the amount of cash and/or the
amount
and kind of Securities, if any, which are to be deposited in a
Margin Account and the name in which such Margin Account has
been
or is to be established; (g) the amount of cash and/or the
amount
and kind of Securities, if any, to be deposited in a Segregated
Security Account; and (h) the name of the broker through which
such short sale was made. The Custodian shall upon its receipt
of
a statement from such broker confirming such sale and that the
total amount credited to the Fund upon such sale, if any, as
specified in the Certificate is held by such broker for the
account of the Custodian (or any nominee of the Custodian) as
custodian of the Fund, issue a receipt or make the deposits into
the Margin Account and the Segregated Security Account specified
in the Certificate.
2. In connection with the closing-out of any short
sale, the Fund shall promptly deliver to the Custodian a
Certificate specifying with respect to each such closing-out:
(a)
the name of the issuer and the title of the Security; (b) the
number of shares or the principal amount, and accrued interest
or
dividends, if any, required to effect such closing-out to be
delivered to the broker; (c) the dates of the closing-out and
settlement; (d) the purchase price per unit; (e) the net total
amount payable to the Fund upon such closing-out; (f) the net
total amount payable to the broker upon such closing-out; (g)
the
amount of cash and the amount and kind of Securities to be
withdrawn, if any, from the Margin Account; (h) the amount of
cash
and/or the amount and kind of Securities, if any, to be
withdrawn
from the Segregated Security Account; and (i) the name of the
broker through which the Fund is effecting such closing-out.
The
Custodian shall, upon receipt of the net total amount payable to
the Fund upon such closing-out and the return and/or
cancellation
of the receipts, if any, issued by the custodian with respect to
the short sale being closed-out, pay out of the moneys held for
the account of the Fund to the broker the net total amount
payable
to the broker, and make the withdrawals from the Margin Account
and the Segregated Security Account, as the same are specified
in
the Certificate.
ARTICLE IX
REVERSE REPURCHASE AGREEMENTS
1. Promptly after the Fund enters into a Reverse
Repurchase Agreement with respect to Securities and money held
by
the Custodian hereunder, the Fund shall deliver to the Custodian
a
Certificate or in the event such Reverse Repurchase Agreement is
a
Money Market Security, a Certificate, Oral Instructions or
Written
Instructions specifying: (a) the total amount payable to the
Fund
in connection with such Reverse Repurchase Agreement; (b) the
broker or dealer through or with which the Reverse Repurchase
Agreement is entered; (c) the amount and kind of Securities to
be
delivered by the Fund to such broker or dealer; (d) the date of
such Reverse Repurchase Agreement; and (e) the amount of cash
and/or the amount and kind of Securities, if any, to be
deposited
in a Segregated Security Account in connection with such Reverse
Repurchase Agreement. The Custodian shall, upon receipt of the
total amount payable to the Fund specified in the Certificate,
Oral Instructions or Written Instructions make the delivery to
the
broker or dealer, and the deposits, if any, to the Segregated
Security Account, specified in such Certificate, Oral
Instructions
or Written Instructions.
2. Upon the termination of a Reverse Repurchase
Agreement described in paragraph 1 of this Article, the Fund
shall
promptly deliver a Certificate or, in the event such Reverse
Repurchase Agreement is a Money Market Security, a Certificate,
Oral Instructions or Written Instructions to the Custodian
specifying: (a) the Reverse Repurchase Agreement being
terminated; (b) the total amount payable by the Fund in
connection
with such termination; (c) the amount and kind of Securities to
be
received by the Fund in connection with such termination; (d)
the
date of termination; (e) the name of the broker or dealer with
or
through which the Reverse Repurchase Agreement is to be
terminated; and (f) the amount of cash and/or the amount and
kind
of Securities to be withdrawn from the Segregated Security
Account. The Custodian shall, upon receipt of the amount and
kind
of Securities to be received by the Fund specified in the
Certificate, Oral Instructions or Written Instructions, make the
payment to the broker or dealer, and the withdrawals, if any,
from
the Segregated Security Account, specified in such Certificate,
Oral Instructions or Written Instructions.
ARTICLE X
CONCERNING MARGIN ACCOUNTS, SEGREGATED SECURITY
ACCOUNTS AND COLLATERAL ACCOUNTS
1. The Custodian shall, from time to time, make such
deposits to, or withdrawals from, a Segregated Security Account
as
specified in a Certificate received by the Custodian. Such
Certificate shall specify the amount of cash and/or the amount
and
kind of Securities to be deposited in, or withdrawn from, the
Segregated Security Account. In the event that the Fund fails
to
specify in a Certificate the name of the issuer, the title and
the
number of shares or the principal amount of any particular
Securities to be deposited by the Custodian into, or withdrawn
from, a Segregated Securities Account, the Custodian shall be
under no obligation to make any such deposit or withdrawal and
shall so notify the Fund.
2. The Custodian shall make deliveries or payments
from
a Margin Account to the broker, dealer, futures commission
merchant or Clearing Member in whose name, or for whose benefit,
the account was established as specified in the Margin Account
Agreement.
3. Amounts received by the Custodian as payments or
distributions with respect to Securities deposited in any Margin
Account shall be dealt with in accordance with the terms and
conditions of the Margin Account Agreement.
4. The Custodian shall have a continuing lien and
security interest in and to any property at any time held by the
Custodian in any Collateral Account described herein. In
accordance with applicable law, the Custodian may enforce its
lien
and realize on any such property whenever the Custodian has made
payment or delivery pursuant to any Put Option guarantee letter
or
similar document or any receipt issued hereunder by the
Custodian.
In the event the Custodian should realize on any such property
net
proceeds which are less than the Custodian's obligations under
any
Put Option guarantee letter or similar document or any receipt,
such deficiency shall be a debt owed the Custodian by the Fund
within the scope of Article XIII herein.
5. On each business day, the Custodian shall furnish
the Fund with a statement with respect to each Margin Account in
which money or Securities are held specifying as of the close of
business on the previous business day: (a) the name of the
Margin
Account; (b) the amount and kind of Securities held therein; and
(c) the amount of money held therein. The Custodian shall make
available upon request to any broker, dealer or futures
commission
merchant specified in the name of a Margin Account a copy of the
statement furnished the Fund with respect to such Margin
Account.
6. Promptly after the close of business on each
business day in which cash and/or Securities are maintained in a
Collateral Account, the Custodian shall furnish the Fund with a
Statement with respect to such Collateral Account specifying the
amount of cash and/or the amount and kind of Securities held
therein. No later than the close of business next succeeding
the
delivery to the Fund of such statement, the Fund shall furnish
to
the Custodian a Certificate or Written Instructions specifying
the
then market value of the securities described in such statement.
In the event such then market value is indicated to be less than
the Custodian's obligation with respect to any outstanding Put
Option, guarantee letter or similar document, the Fund shall
promptly specify in a Certificate the additional cash and/or
Securities to be deposited in such Collateral Account to
eliminate
such deficiency.
ARTICLE XI
PAYMENT OF DIVIDENDS OR DISTRIBUTIONS
1. The Fund shall furnish to the Custodian a copy of
the resolution of the Directors, certified by the Secretary or
any
Assistant Secretary, either (i) setting forth the date of the
declaration of a dividend or distribution, the date of payment
thereof, the record date as of which shareholders entitled to
payment shall be determined, the amount payable per share to the
shareholders of record as of that date and the total amount
payable to the Dividend Agent of the Fund on the payment date,
or
(ii) authorizing the declaration of dividends and distributions
on
a daily basis and authorizing the Custodian to rely on Oral
Instructions, Written Instructions or a Certificate setting
forth
the date of the declaration of such dividend or distribution,
the
date of payment thereof, the record date as of which
shareholders
entitled to payment shall be determined, the amount payable per
share to the shareholders of record as of that date and the
total
amount payable to the Dividend Agent on the payment date.
2. Upon the payment date specified in such
resolution,
Oral Instructions, Written Instructions or Certificate, as the
case may be, the Custodian shall pay out of the moneys held for
the account of the Fund the total amount payable to the Dividend
Agent of the Fund.
ARTICLE XII
SALE AND REDEMPTION OF SHARES OF COMMON STOCK
1. Whenever the Fund shall sell any of its Shares, it
shall deliver to the Custodian a Certificate duly specifying:
(a) The number of Shares sold, trade date, and price;
and
(b) The amount of money to be received by the
Custodian
for the sale of such Shares.
2. Upon receipt of such money from the Transfer
Agent,
the Custodian shall credit such money to the account of the
Fund.
3. Upon issuance of any of the Fund's Shares in
accordance with the foregoing provisions of this Article, the
Custodian shall pay, out of the money held for the account of
the
Fund, all original issue or other taxes required to be paid by
the
Fund in connection with such issuance upon the receipt of a
Certificate specifying the amount to be paid.
4. Except as provided hereinafter, whenever the Fund
shall hereafter redeem any of its Shares, it shall furnish to
the
Custodian a Certificate specifying:
(a) The number of Shares redeemed; and
(b) The amount to be paid for the Shares redeemed.
5. Upon receipt from the Transfer Agent of an advice
setting forth the number of Shares received by the Transfer
Agent
for redemption and that such Shares are valid and in good form
for
redemption, the Custodian shall make payment to the Transfer
Agent
out of the moneys held for the account of the Fund of the total
amount specified in the Certificate issued pursuant to the
foregoing paragraph 4 of this Article.
6. Notwithstanding the above provisions regarding the
redemption of any of the Fund's Shares, whenever its Shares are
redeemed pursuant to any check redemption privilege which may
from
time to time be offered by the Fund, the Custodian, unless
otherwise instructed by a Certificate, shall, upon receipt of an
advice from the Fund or its agent setting forth that the
redemption is in good form for redemption in accordance with the
check redemption procedure, honor the check presented as part of
such check redemption privilege out of the money held in the
account of the Fund for such purposes.
ARTICLE XIII
OVERDRAFTS OR INDEBTEDNESS
1. If the Custodian should in its sole discretion
advance funds on behalf of the Fund which results in an
overdraft
because the moneys held by the Custodian for the account of the
Fund shall be insufficient to pay the total amount payable upon
a
purchase of Securities as set forth in a Certificate or Oral
Instructions issued pursuant to Article IV, or which results in
an
overdraft for some other reason, or if the Fund is for any other
reason indebted to the Custodian (except a borrowing for
investment or for temporary or emergency purposes using
Securities
as collateral pursuant to a separate agreement and subject to
the
provisions of paragraph 2 of this Article XIII), such overdraft
or
indebtedness shall be deemed to be a loan made by the Custodian
to
the Fund payable on demand and shall bear interest from the date
incurred at a rate per annum (based on a 360-day year for the
actual number of days involved) equal to the Federal Funds Rate
plus l/2%, such rate to be adjusted on the effective date of any
change in such Federal Funds Rate but in no event to be less
than
6% per annum, except that any overdraft resulting from an error
by
the Custodian shall bear no interest. Any such overdraft or
indebtedness shall be reduced by an amount equal to the total of
all amounts due the Fund which have not been collected by the
Custodian on behalf of the Fund when due because of the failure
of
the Custodian to make timely demand or presentment for payment.
In addition, the Fund hereby agrees that the Custodian shall
have
a continuing lien and security interest in and to any property
at
any time held by it for the benefit of the Fund or in which the
Fund may have an interest which is then in the Custodian's
possession or control or in possession or control of any third
party acting in the Custodian's behalf. The Fund authorizes the
Custodian, in its sole discretion, at any time to charge any
such
overdraft or indebtedness together with interest due thereon
against any balance of account standing to the Fund's credit on
the Custodian's books. For purposes of this Section 1 of
Article XIII, "overdraft" shall mean a negative Available
Balance.
2. The Fund will cause to be delivered to the
Custodian
by any bank (including, if the borrowing is pursuant to a
separate
agreement, the Custodian) from which it borrows money for
investment or for temporary or emergency purposes using
Securities
as collateral for such borrowings, a notice or undertaking in
the
form currently employed by any such bank setting forth the
amount
which such bank will loan to the Fund against delivery of a
stated
amount of collateral. The Fund shall promptly deliver to the
Custodian a Certificate specifying with respect to each such
borrowing: (a) the name of the bank; (b) the amount and terms
of
the borrowing, which may be set forth by incorporating by
reference an attached promissory note, duly endorsed by the
Fund,
or other loan agreement; (c) the time and date, if known, on
which
the loan is to be entered into; (d) the date on which the loan
becomes due and payable; (e) the total amount payable to the
Fund
on the borrowing date; (f) the market value of Securities to be
delivered as collateral for such loan, including the name of the
issuer, the title and the number of shares or the principal
amount
of any particular Securities; and (g) a statement specifying
whether such loan is for investment purposes or for temporary or
emergency purposes and that such loan is in conformance with the
Investment Company Act of 1940 and the Fund's prospectus. The
Custodian shall deliver on the borrowing date specified in a
Certificate the specified collateral and the executed promissory
note, if any, against delivery by the lending bank of the total
amount of the loan payable, provided that the same conforms to
the
total amount payable as set forth in the Certificate. The
Custodian may, at the option of the lending bank, keep such
collateral in its possession, but such collateral shall be
subject
to all rights therein given the lending bank by virtue of any
promissory note or loan agreement. The Custodian shall deliver
such Securities as additional collateral as may be specified in
a
Certificate to collateralize further any transaction described
in
this paragraph. The Fund shall cause all Securities released
from
collateral status to be returned directly to the Custodian, and
the Custodian shall receive from time to time such return of
collateral as may be tendered to it. In the event that the Fund
fails to specify in a Certificate the name of the issuer, the
title and number of shares or the principal amount of any
particular Securities to be delivered as collateral by the
Custodian, the Custodian shall not be under any obligation to
deliver any Securities.
ARTICLE XIV
LOAN OF PORTFOLIO SECURITIES OF THE FUND
1. If the Fund is permitted by the terms of its
Articles of Incorporation and as disclosed in its most recent
and
currently effective prospectus to lend its portfolio Securities,
within 24 hours after each loan of portfolio Securities the Fund
shall deliver or cause to be delivered to the Custodian a
Certificate specifying with respect to each such loan: (a) the
name of the issuer and the title of the Securities; (b) the
number
of shares or the principal amount loaned; (c) the date of loan
and
delivery; (d) the total amount to be delivered to the Custodian
against the loan of the Securities, including the amount of cash
collateral and the premium, if any, separately identified; and
(e)
the name of the broker, dealer or financial institution to which
the loan was made. The Custodian shall deliver the Securities
thus designated to the broker, dealer or financial institution
to
which the loan was made upon receipt of the total amount
designated as to be delivered against the loan of Securities.
The
Custodian may accept payment in connection with a delivery
otherwise than through the Book-Entry System or Depository only
in
the form of a certified or bank cashier's check payable to the
order of the Fund or the Custodian drawn on New York Clearing
House funds and may deliver Securities in accordance with the
customs prevailing among dealers in securities.
2. Promptly after each termination of the loan of
Securities by the Fund, the Fund shall deliver or cause to be
delivered to the Custodian a Certificate specifying with respect
to each such loan termination and return of Securities: (a) the
name of the issuer and the title of the Securities to be
returned;
(b) the number of shares or the principal amount to be returned;
(c) the date of termination; (d) the total amount to be
delivered
by the Custodian (including the cash collateral for such
Securities minus any offsetting credits as described in said
Certificate); and (e) the name of the broker, dealer or
financial
institution from which the Securities will be returned. The
Custodian shall receive all Securities returned from the broker,
dealer, or financial institution to which such Securities were
loaned and upon receipt thereof shall pay, out of the moneys
held
for the account of the Fund, the total amount payable upon such
return of Securities as set forth in the Certificate.
ARTICLE XV
CONCERNING THE CUSTODIAN
1. Except as hereinafter provided, neither the
Custodian nor its nominee shall be liable for any loss or
damage,
including counsel fees, resulting from its action or omission to
act or otherwise, either hereunder or under any Margin Account
Agreement, except for any such loss or damage arising out of its
own negligence or willful misconduct. The Custodian may, with
respect to questions of law arising hereunder or under any
Margin
Account Agreement, apply for and obtain the advice and opinion
of
counsel to the Fund or of its own counsel, at the expense of the
Fund, and shall be fully protected with respect to anything done
or omitted by it in good faith in conformity with such advice or
opinion. The Custodian shall be liable to the Fund for any loss
or damage resulting from the use of the Book-Entry System or any
Depository arising by reason of any negligence, misfeasance or
willful misconduct on the part of the Custodian or any of its
employees or agents.
2. Without limiting the generality of the foregoing,
the Custodian shall be under no obligation to inquire into, and
shall not be liable for:
(a) The validity of the issue of any Securities
purchased, sold or written by or for the Fund, the legality of
the
purchase, sale or writing thereof, or the propriety of the
amount
paid or received therefor;
(b) The legality of the issue or sale of any of the
Fund's Shares, or the sufficiency of the amount to be received
therefor;
(c) The legality of the redemption of any of the
Fund's
Shares, or the propriety of the amount to be paid therefor;
(d) The legality of the declaration or payment of any
dividend by the Fund;
(e) The legality of any borrowing by the Fund using
Securities as collateral;
(f) The legality of any loan of portfolio Securities
pursuant to Article XIV of this Agreement, nor shall the
Custodian
be under any duty or obligation to see to it that any cash
collateral delivered to it by a broker, dealer or financial
institution or held by it at any time as a result of such loan
of
portfolio Securities of the Fund is adequate collateral for the
Fund against any loss it might sustain as a result of such loan.
The Custodian specifically, but not by way of limitation, shall
not be under any duty or obligation periodically to check or
notify the Fund that the amount of such cash collateral held by
it
for the Fund is sufficient collateral for the Fund, but such
duty
or obligation shall be the sole responsibility of the Fund. In
addition, the Custodian shall be under no duty or obligation to
see that any broker, dealer or financial institution to which
portfolio Securities of the Fund are lent pursuant to Article
XIV
of this Agreement makes payment to it of any dividends or
interest
which are payable to or for the account of the Fund during the
period of such loan or at the termination of such loan,
provided,
however, that the Custodian shall promptly notify the Fund in
the
event that such dividends or interest are not paid and received
when due; or
(g) The sufficiency or value of any amounts of money
and/or Securities held in any Margin Account, Segregated
Security
Account or Collateral Account in connection with transactions by
the Fund. In addition, the Custodian shall be under no duty or
obligation to see that any broker, dealer, futures commission
merchant or Clearing Member makes payment to the Fund of any
variation margin payment or similar payment which the Fund may
be
entitled to receive from such broker, dealer, futures commission
merchant or Clearing Member, to see that any payment received by
the Custodian from any broker, dealer, futures commission
merchant
or Clearing Member is the amount the Fund is entitled to
receive,
or to notify the Fund of the Custodian's receipt or non-receipt
of
any such payment; provided however that the Custodian, upon the
Fund's written request, shall, as Custodian, demand from any
broker, dealer, futures commission merchant or Clearing Member
identified by the Fund the payment of any variation margin
payment
or similar payment that the Fund asserts it is entitled to
receive
pursuant to the terms of a Margin Account Agreement or otherwise
from such broker, dealer, futures commission merchant or
Clearing
Member.
3. The Custodian shall not be liable for, or
considered
to be the Custodian of, any money, whether or not represented by
any check, draft or other instrument for the payment of money,
received by it on behalf of the Fund until the Custodian
actually
receives and collects such money directly or by the final
crediting of the account representing the Fund's interest at the
Book-Entry System or the Depository.
4. The Custodian shall have no responsibility and
shall
not be liable for ascertaining or acting upon any calls,
conversions, exchange, offers, tenders, interest rate changes or
similar matters relating to Securities held in the Depository,
unless the Custodian shall have actually received timely notice
from the Depository. In no event shall the Custodian have any
responsibility or liability for the failure of the Depository to
collect, or for the late collection or late crediting by the
Depository of any amount payable upon Securities deposited in
the
Depository which may mature or be redeemed, retired, called or
otherwise become payable. However, upon receipt of a
Certificate
from the Fund of an overdue amount on Securities held in the
Depository, the Custodian shall make a claim against the
Depository on behalf of the Fund, except that the Custodian
shall
not be under any obligation to appear in, prosecute or defend
any
action, suit or proceeding in respect to any Securities held by
the Depository which in its opinion may involve it in expense or
liability, unless indemnity satisfactory to it against all
expense
and liability be furnished as often as may be required.
5. The Custodian shall not be under any duty or
obligation to take action to effect collection of any amount due
to the Fund from the Transfer Agent of the Fund nor to take any
action to effect payment or distribution by the Transfer Agent
of
the Fund of any amount paid by the Custodian to the Transfer
Agent
of the Fund in accordance with this Agreement.
6. The Custodian shall not be under any duty or
obligation to take action to effect collection of any amount, if
the Securities upon which such amount is payable are in default,
or if payment is refused after due demand or presentation,
unless
and until (i) it shall be directed to take such action by a
Certificate and (ii) it shall be assured to its satisfaction of
reimbursement of its costs and expenses in connection with any
such action.
7. The Custodian may appoint one or more banking
institutions as Depository or Depositories or as Sub-Custodian
or
Sub-Custodians, including, but not limited to, banking
institutions located in foreign countries, of Securities and
moneys at any time owned by the Fund, upon terms and conditions
approved in a Certificate, which shall, if requested by the
Custodian, be accompanied by an approving resolution of the
Fund's
Board of Directors adopted in accordance with Rule 17f-5 under
the
Investment Company Act of 1940, as amended. Notwithstanding
anything to the contrary contained in this Agreement, the
Custodian shall hold harmless and indemnify the Fund from and
against any losses, actions, claims, demands, expenses and
proceedings, including counsel fees, that occur as a result of
any
act or omission of any Foreign Sub-Custodian or Depository with
respect to the safekeeping of moneys and securities of the Fund.
8. The Custodian shall not be under any duty or
obligation to ascertain whether any Securities at any time
delivered to or held by it for the account of the Fund are such
as
properly may be held by the Fund under the provisions of its
Articles of Incorporation.
9. (a) The Custodian shall be entitled to receive
and
the Fund agrees to pay to the Custodian all reasonable out-of-
pocket expenses and such compensation and fees as are specified
on
Schedule A hereto. The Custodian shall not deem amounts payable
in respect of foreign custodial services to be out-of-pocket
expenses, it being the parties' intention that all fees for such
services shall be as set forth on Schedule B hereto and shall be
provided for the term of this Agreement without any automatic or
unilateral increase. The Custodian shall have the right to
unilaterally increase the figures on Schedule A on or after
March 1, 1994 and on or after each succeeding March 1 thereafter
by an amount equal to 50% of the increase in the Consumer Price
Index for the calendar year ending on the December 31
immediately
preceding the calendar year in which such March 1 occurs,
provided, however, that during each such annual period
commencing
on a March 1, the aggregate increase during such period shall
not
be in excess of 10%. Any increase by the Custodian shall be
specified in a written notice delivered to the Fund at least
thirty days prior to the effective date of the increase. The
Custodian may charge such compensation and any expenses incurred
by the Custodian in the performance of its duties pursuant to
such
agreement against any money held by it for the account of the
Fund. The Custodian shall also be entitled to charge against
any
money held by it for the account of the Fund the amount of any
loss, damage, liability or expense, including counsel fees, for
which it shall be entitled to reimbursement under the provisions
of this Agreement. The expenses which the Custodian may charge
against the account of the Fund include, but are not limited to,
the expenses of Sub-Custodians and foreign branches of the
Custodian incurred in settling outside of New York City
transactions involving the purchase and sale of Securities of
the
Fund.
(b) The Fund shall receive a credit for each
calendar month against such compensation and fees of the
Custodian
as may be payable by the Fund with respect to such calendar
month
in an amount equal to the aggregate of its Earnings Credit for
such calendar month. In no event may any Earnings Credits be
carried forward to any fiscal year other than the fiscal year in
which it was earned, or, unless permitted by applicable law,
transferred to, or utilized by, any other person or entity,
provided that any such transferred Earnings Credit can be used
only to offset compensation and fees of the Custodian for
services
rendered to such transferee and cannot be used to pay the
Custodian's out-of-pocket expenses. For purposes of this sub-
section (b), the Fund is permitted to transfer Earnings Credits
only to The Dreyfus Corporation, its affiliates and/or any
investment company now or in the future sponsored by The Dreyfus
Corporation or any of its affiliates or for which The Dreyfus
Corporation or any of its affiliates acts as the sole investment
adviser or as the principal distributor. For purposes of this
sub-section (b), a fiscal year shall mean the twelve-month
period
commencing on the effective date of this Agreement and on each
anniversary thereof.
10. The Custodian shall be entitled to rely upon any
Certificate, notice or other instrument in writing received by
the
Custodian and reasonably believed by the Custodian to be a
Certificate. The Custodian shall be entitled to rely upon any
Oral Instructions and any Written Instructions actually received
by the Custodian pursuant to Article IV or XI hereof. The Fund
agrees to forward to the Custodian a Certificate or facsimile
thereof, confirming such Oral Instructions or Written
Instructions
in such manner so that such Certificate or facsimile thereof is
received by the Custodian, whether by hand delivery, telex or
otherwise, by the close of business of the same day that such
Oral
Instructions or Written Instructions are given to the Custodian.
The Fund agrees that the fact that such confirming instructions
are not received by the Custodian shall in no way affect the
validity of the transactions or enforceability of the
transactions
hereby authorized by the Fund. The Fund agrees that the
Custodian
shall incur no liability to the Fund in acting upon Oral
Instructions given to the Custodian hereunder concerning such
transactions, provided such instructions reasonably appear to
have
been received from an Authorized Person.
11. The Custodian shall be entitled to rely upon any
instrument, instruction or notice received by the Custodian and
reasonably believed by the Custodian to be given in accordance
with the terms and conditions of any Margin Account Agreement.
Without limiting the generality of the foregoing, the Custodian
shall be under no duty to inquire into, and shall not be liable
for, the accuracy of any statements or representations contained
in any such instrument or other notice including, without
limitation, any specification of any amount to be paid to a
broker, dealer, futures commission merchant or Clearing Member.
12. The books and records pertaining to the Fund
which
are in the possession of the Custodian shall be the property of
the Fund. Such books and records shall be prepared and
maintained
as required by the Investment Company Act of 1940, as amended,
and
other applicable securities laws and rules and regulations. The
Fund, or the Fund's authorized representatives, shall have
access
to such books and records during the Custodian's normal business
hours. Upon the reasonable request of the Fund, copies of any
such books and records shall be provided by the Custodian to the
Fund or the Fund's authorized representative at the Fund's
expense.
13. The Custodian shall provide the Fund with any
report obtained by the Custodian on the system of internal
accounting control of the Book-Entry System or the Depository,
or
O.C.C., and with such reports on its own systems of internal
accounting control as the Fund may reasonably request from time
to time.
14. The Fund agrees to indemnify the Custodian
against
and save the Custodian harmless from all liability, claims,
losses
and demands whatsoever, including attorney's fees, howsoever
arising or incurred because of or in connection with the
Custodian's payment or non-payment of checks pursuant to
paragraph
6 of Article XII as part of any check redemption privilege
program of the Fund, except for any such liability, claim, loss
and demand
arising out of the Custodian's own negligence or willful
misconduct.
15. Subject to the foregoing provisions of this
Agreement, the Custodian may deliver and receive Securities, and
receipts with respect to such Securities, and arrange for
payments
to be made and received by the Custodian in accordance with the
customs prevailing from time to time among brokers or dealers in
such Securities.
16. The Custodian shall have no duties or responsi-
bilities whatsoever except such duties and responsibilities as
are specifically set forth in this Agreement, and no covenant or
obligation shall be implied in this Agreement against the
Custodian.
ARTICLE XVI
TERMINATION
1. (a) Any termination of this Agreement may be
effected only by the terminating party giving to the other party
a
notice in writing specifying the date of such termination, which
shall be not less than two hundred seventy (270) days after the
date of giving of such notice.
(b) The Fund may at any time terminate this
Agreement if the Custodian has materially breached its
obligations
under this Agreement and such breach has remained uncured for a
period of thirty days after the Custodian's receipt from the
Fund
of written notice specifying such breach.
(c) Either party, immediately upon written
notice
to the other party, may terminate this Agreement upon the Merger
or Bankruptcy of the other party.
(d) The Fund may at any time terminate this
Agreement if the Custodian has materially breached its
obligations
under the "Amendment to Transfer Agency Agreements" dated August
18, 1989 and has not cured such breach as promptly as
practicable
and in any event within seven days of its receipt of written
notice of such breach, provided that the Custodian shall not be
permitted to cure any such material breach arising from the
willful misconduct of the Custodian.
In the event notice of termination is given by the
Fund, it shall be accompanied by a copy of a resolution of the
Directors
of the Fund, certified by the Secretary or any Assistant
Secretary, electing to terminate this Agreement and designating
a
successor custodian or custodians, each of which shall be a bank
or trust company having not less than $2,000,000 aggregate
capital, surplus and undivided profits. In the event notice of
termination is given by the Custodian, the Fund shall, on or
before the termination date, deliver to the Custodian a copy of
a
resolution of its Directors, certified by the Secretary or any
Assistant Secretary, designating a successor custodian or
custodians. In the absence of such designation by the Fund, the
Custodian may designate a successor custodian which shall be a
bank or trust company having not less than $2,000,000 aggregate
capital, surplus and undivided profits. Upon the date set forth
in such notice, this Agreement shall terminate and the Custodian
shall, upon receipt of a notice of acceptance by the successor
custodian, on that date deliver directly to the successor
custodian all Securities and moneys then owned by the Fund and
held by it as Custodian, after deducting all fees, expenses and
other amounts for the payment or reimbursement of which it shall
then be entitled.
2. If a successor custodian is not designated by the
Fund or the Custodian in accordance with the preceding
paragraph,
the Fund shall, upon the date specified in the notice of
termination of this Agreement and upon the delivery by the
Custodian of all Securities (other than Securities held in the
Book-Entry System which cannot be delivered to the Fund) and
moneys then owned by the Fund, be deemed to be its own
custodian,
and the Custodian shall thereby be relieved of all duties and
responsibilities pursuant to this Agreement, other than the duty
with respect to Securities held in the Book-Entry System, in any
Depository or by a Clearing Member which cannot be delivered to
the Fund, to hold such Securities hereunder in accordance with
this Agreement.
ARTICLE XVII
MISCELLANEOUS
1. Annexed hereto as Appendix A is a Certificate
setting forth the names of the present Authorized Persons. The
Fund agrees to furnish to the Custodian a new Certificate in
similar form in the event that any such present Authorized
Person
ceases to be an Authorized Person or in the event that other or
additional Authorized Persons are elected or appointed. Until
such new Certificate shall be received, the Custodian shall be
fully protected in acting under the provisions of this Agreement
upon Oral Instructions or signatures of the present Authorized
Persons as set forth in the last delivered Certificate.
2. Annexed hereto as Appendix B is a Certificate
signed
by two of the present Officers of the Fund setting forth the
names
of the present Officers of the Fund. The Fund agrees to furnish
to the Custodian a new Certificate in similar form in the event
any such present Officer ceases to be an Officer of the Fund, or
in the event that other or additional Officers are elected or
appointed. Until such new Certificate shall be received, the
Custodian shall be fully protected in acting under the
provisions
of this Agreement upon the signatures of the Officers as set
forth
in the last delivered Certificate.
3. Any notice or other instrument in writing,
authorized or required by this Agreement to be given to the
Custodian, shall be sufficiently given if addressed to the
Custodian and mailed or delivered to it at its offices at 110
Washington Street, 13th Floor, New York, New York 10286, or at
such other place as the Custodian may from time to time
designate
in writing.
4. Any notice or other instrument in writing,
authorized or required by this Agreement to be given to the
Fund,
shall be sufficiently given if addressed to the Fund and mailed
or
delivered to it at its offices at 144 Glenn Curtiss Boulevard,
Uniondale, New York 11556-0144, or at such other place as the
Fund
may from time to time designate in writing.
5. This Agreement may not be amended or modified in
any manner except by a written agreement executed by both
parties
with the same formality as this Agreement and approved by a
resolution of the Board of Directors of the Fund.
6. This Agreement shall extend to and shall be
binding
upon the parties hereto, and their respective successors and
assigns; provided, however, that this Agreement shall not be
assignable by the Fund without the written consent of the
Custodian, or by the Custodian without the written consent of
the
Fund, authorized or approved by a resolution of its Board of
Directors.
7. This Agreement shall be construed in accordance
with the laws of the State of New York.
8. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original,
but such counterparts shall, together, constitute only one
instrument.
IN WITNESS WHEREOF, the parties hereto have caused
this
Agreement to be executed by their respective Officers, thereunto
duly authorized, as of the day and year first above written.
DREYFUS GLOBAL BOND FUND, INC.
By:
Attest:
THE BANK OF NEW YORK
By:
Attest:
DREYFUS GLOBAL BOND FUND, INC.
AUTHORIZED SIGNATORIES:
CASH ACCOUNT AND/OR CUSTODIAN ACCOUNT
FOR PORTFOLIO SECURITIES TRANSACTIONS
APPENDIX A
Group I Group II
All current Fund officers, Paul Casti, Jr. Alan Eisner
Michael Condon, Frank Jeffrey N. Nachman Lawrence Greene
Greene,Phyllis Meiner, John Pyburn Julian Smerling
Steven Powanda and Joseph DiMartino Thomas Durante
Richard Cassaro Robert Dubuss James Windels
Joseph Connolly Paul Molloy
Gregory Gruber
Cash Account
1. Fees payable to The Bank of New York pursuant to written
agreement with the Fund for services rendered in its
capacity
as Custodian or agent of the Fund, or to The Shareholder
Services Group, Inc. in its capacity as Transfer Agent or
agent of the Fund:
Two (2) signatures required, one of which must be from
Group II, except that an officer of the Fund who also is
listed in Group II shall sign only once.
2. Other expenses of the Fund, $5,000 and under:
Any combination of two (2) signatures from either
Group
I or Group II, or both such Groups, except that an
officer of the Fund who also is listed in Group II
shall sign only once.
3. Other expenses of the Fund, over $5,000 but not over
$25,000:
Two (2) signatures required, one of which must be from
Group II, except that an officer of the Fund who also
is listed in Group II shall sign only once.
4. Other expenses of the Fund, over $25,000:
Two (2) signatures required, one from Group I or Group
II, including any one of the following: Paul Casti,
Jr., James Windels, Jeffrey Nachman, John Pyburn or
Alan Eisner, except that no individual shall be authorized to
sign more than once.
Custodian Account for Portfolio Securities Transactions
Two (2) signatures required from any of the following:
All current Fund officers, and Joseph DiMartino,
Robert Dubuss, Alan Eisner, Lawrence Greene,
Julian Smerling, Michael Condon, A. Paul Disdier, Gregory
S. Gruber, Richard Cassaro, Alan Brown, Linda
Lionetti, Steven Powanda, Richard Weiner and
Colleen Brennan
DREYFUS GLOBAL BOND FUND, INC.
CUSTODY AGREEMENT
APPENDIX B
The undersigned Officers of the Fund do hereby certify
that the following individuals, whose specimen signatures are on
file with The Bank of New York, have been duly elected or
appointed by the Fund's Board to the position set forth opposite
their names and have qualified therefor:
Name Position
Joseph S. DiMartino President and Investment
Officer
Theodora Zemek Executive Vice President
and Investment Officer
Barbara L. Kenworthy Senior Vice President
and Investment Officer
Paul D.A. Nix Senior Vice President
and Investment Officer
William Vincent Senior Vice President
and Investment Officer
Mark N. Jacobs Vice President
Jeffrey N. Nachman Vice President and Treasurer
Thomas J. Durante Controller
Daniel C. Maclean Secretary
Steven F. Newman Assistant Secretary
Christine Pavalos Assistant Secretary
Title: Title:
CUSTODY AGREEMENT
APPENDIX C
The following are designated publications for purposes
of paragraph 5(b) of Article III:
The Bond Buyer
Depository Trust Company Notices
Financial Daily Card Service
New York Times
Standard & Poor's Called Bond Record
Wall Street Journal
Schedule A
The fees payable to the Custodian with respect to
securities held in domestic custody are annexed hereto.
DREYFUS GLOBAL BOND FUND, INC.
Domestic Custody Fees
Basic Fee: 1/100 of 1% per annum of the first $500MM, and
1/200 of 1% of the excess over $500MM per annum
of
the total market value of domestic securities held.
Custodial Transactions:
$8.00 per transaction for each receipt and delivery
of book entry securities through DTC/FRB.
$20.00 per transaction for physical settlements,
municipal sub-custodian settlements, writing
options (preparation of depository or escrow
receipts) and initial futures transactions.
$5.00 for futures variation margin maintenance.
Schedule B
The fees payable to the Custodian with respect to
securities held in foreign custody are as set forth in a letter
dated September 21, 1993 from Jerome P. Isoldi of The Bank of
New
York to Jeffrey Nachman of The Dreyfus Corporation.
THE BANK OF NEW YORK
110 Washington Street
New York, New York 10286
September 21, 1993
Mr. Jeffrey N. Nachman
Vice President - Financial
The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Re: Global Custody Fees
Dear Jeff:
This letter is an update of my May 14, 1993 global
custody fee schedule letter addressed to you for the Dreyfus
Family of Funds.
Safekeeping charges and transaction fees will be
applied
per country, as indicated in the attached schedule.
Warmest regards.
Sincerely,
Jerome P. Isoldi
Senior Vice President
JPI/nd
Enclosure
bcc: S. Newman
GLOBAL CUSTODY FEE PROPOSAL
THE DREYFUS FAMILY OF FUNDS
AUSTRALIA MEXICO (BONDS)
CANADA NETHERLANDS
FRANCE NEW ZEALAND
GERMANY SWEDEN
IRELAND SWITZERLAND
JAPAN
SAFEKEEPING FEE
12 b.p. PER ANNUM ON FIRST 250MM MARKET VALUE OF ASSETS
10 b.p. PER ANNUM ON NEXT 500MM
8 b.p. PER ANNUM ON EXCESS
TRANSACTION FEE
$50 FOR EACH TRANSACTION
CEDEL
SAFEKEEPING FEE
5 b.p. PER ANNUM ON MARKET VALUE OF ASSETS HELD
TRANSACTION FEE
$25 FOR EACH TRANSACTION
GLOBAL CUSTODY FEE PROPOSAL
THE DREYFUS FAMILY OF FUNDS
SAFEKEEPING TRANSACTIONS
ARGENTINA 30 b.p. $ 75
AUSTRIA 8 b.p. 60
BELGIUM 8 b.p. 75
BRAZIL * 45 b.p. 75
CHILE 35 b.p. 90
COLUMBIA 45 b.p. 125
DENMARK 15 b.p. 75
FINLAND 10 b.p. 75
HONG KONG 15 b.p. 100
INDIA 45 b.p. 125
INDONESIA 15 b.p. 75
ITALY 18 b.p. 75
KOREA 12.5 b.p. 25
MALAYSIA 15 b.p. 100
MEXICO (EQUITIES) 25 b.p. 60
NORWAY 25 b.p. 125
PAKISTAN 40 b.p. 150
PHILIPPINES 12.5 b.p. 150
PORTUGAL 25 b.p. 220
SINGAPORE 15 b.p. 150
SOUTH AFRICA 12.5 b.p. 150
SPAIN 8 b.p. 50
SRI LANKA 20 b.p. 60
TAIWAN 15 b.p. 150
THAILAND 18 b.p. 95
TURKEY 25 b.p. 60
UNITED KINGDOM 8 b.p. 50
URUGUAY ** 55 b.p. 75
VENEZUELA 45 b.p. 75
* Includes Local Administrator
** $4,000 Per Year, Per Account.
OUT-OF-POCKET EXPENSES
TELEX, TELEPHONE, SECURITIES REGISTRATION, ETC., ARE IN ADDITION
TO THE ABOVE.
<PAGE>
EXHIBIT (9)
DREYFUS GLOBAL BOND FUND, INC.
SHAREHOLDER SERVICES PLAN
Introduction:
It has been proposed that the above-captioned investment company
(the "Fund") adopt a Shareholder Services Plan (the "Plan")
under
which the Fund would pay the Fund's distributor, Dreyfus Service
Corporation (the "Distributor"), for providing services to Fund
shareholders. The Distributor would be permitted to pay certain
financial institutions, securities dealers and other industry
professionals (collectively, "Service Agents") in respect of
these services. The Plan is not to be adopted pursuant to Rule
12b-1 under the Investment Company Act of 1940, as amended (the
"Act"), and the fee under the Plan is intended to be a "service
fee" as defined in Article III, Section 26, of the NASD Rules of
Fair Practice.
The Fund's Board, in considering whether the Fund should
implement a written
plan, has requested and evaluated such information as it deemed
necessary to an informed determination as to whether a written
plan should be implemented and has considered such pertinent
factors as it deemed necessary to form the basis for a decision
to use Fund assets for such purposes.
In voting to
approve the implementation of such a plan, the Board has
concluded, in the exercise of its reasonable business judgment
and in light of applicable fiduciary duties, that there is a
reasonable likelihood that the plan set forth below will benefit
the Fund and its shareholders.
The Plan: The material aspects of this Plan are as follows:
5.The Fund
shall pay to the Distributor a fee at an annual rate of .25 of
1%
of the value of the Fund's average daily net assets, for its
allocated expenses of providing personal services to
shareholders
and/or maintaining shareholder accounts; provided that, at no
time, shall the amount paid to the Distributor under this Plan,
together with amounts otherwise paid by the Fund as a Service
Fee
under the NASD Rules, exceed the maximum amount then payable
under the NASD Rules as a Service Fee. The amount of such
reimbursement
shall be based on an expense allocation methodology prepared by
the Distributor annually and approved by the Fund's Board or any
other basis from time to time deemed reasonable by the Fund's
Board.
6. For the
purpose of determining the fees payable under this Plan, the
value of the net assets attributable to Fund shares shall be
computed in the manner specified in the Fund's Articles of
Incorporation for the computation of the value of the Fund's net
assets.
7.The Board
shall be provided, at least quarterly, with a written report of
all amounts expended pursuant to this Plan. The report shall
state the purpose for which the amounts were expended.
8.This Plan
will become effective immediately upon approval by a majority of
the Board members, including a majority of the Board members who
are not "interested persons" (as defined in the Act) of the Fund
and have no direct or indirect financial interest in the
operation of this Plan or in any agreements entered into in
connection with
this Plan, pursuant to a vote cast in person at a meeting called
for the purpose of voting on the approval of this Plan.
9.This Plan
shall continue for a period of one year from its effective date,
unless earlier terminated in accordance with its terms, and
thereafter shall continue automatically for successive annual
periods, provided such continuance is approved at least annually
in the manner provided in paragraph 4 hereof.
10.This Plan
may be amended at any time by the Board, provided that any
material amendments of the terms of this Plan shall become
effective only upon approval as provided in paragraph 4 hereof.
11.This Plan
is terminable without penalty at any time by vote of a majority
of
the Board members who are not "interested persons" (as defined
in
the Act) of the Fund and have no direct or indirect financial
interest in the operation of this Plan or in any agreements
entered into in connection with this Plan.
Dated: February 17, 1994
<PAGE>
[LETTERHEAD OF STROOCK & STROOCK & LAVAN]
EXHIBIT 10
February 23, 1994
Dreyfus Global Bond Fund, Inc.
144 Glenn Curtiss Boulevard
Uniondale, New York 11556-0144
Gentlemen:
We have acted as counsel to Dreyfus Global Bond Fund, Inc. (the
"Fund") in connection with the preparation of a Registration
Statement on Form N-1A, Registration No. 33-50203 (the
"Registration Statement"), covering shares of common stock (the
"Common Stock") of the Fund.
We have examined copies of the Articles of Incorporation and By-
Laws of the Fund, the Registration Statement and such other
documents, records, papers, statutes and authorities as we
deemed
necessary to form a basis for the opinion hereinafter expressed.
In our examination of such material, we have assumed the
genuineness of all signatures and the conformity to original
documents of all copies submitted to us. As to various
questions
of fact material to such opinion, we have relied upon statements
and certificates of officers and representatives of the Fund and
others.
Attorneys involved in the preparation of this opinion are
admitted only to the bar of the State of New York. As to
various
questions arising under the laws of the State of Maryland, we
have relied on the opinion of Messrs. Venable, Baetjer and
Howard, a copy of which is attached hereto. Qualifications set
forth in their opinion are deemed incorporated herein.
Based upon the foregoing, we are of the opinion that (a) the
8,000 presently issued and outstanding shares of Common Stock of
the Fund have been validly and legally issued and are fully paid
and nonassessable; and (b) the shares of Common Stock to be
offered for sale pursuant to the Prospectus are, to the extent
of
the number of shares authorized to be issued by the Fund in its
Articles of Incorporation, duly authorized and, when sold,
issued
and paid for as contemplated by the Prospectus, will have been
validly and legally issued and will be fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the reference to us in the
Prospectus included in the Registration Statement, and to the
filing of this opinion as an exhibit to any application made by
or on behalf of the Fund or any distributor or dealer in
connection with the registration and qualification of the Fund
or
its Shares under the securities laws of any state or
jurisdiction. In giving such permission, we do not admit hereby
that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the
rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
STROOCK & STROOCK & LAVAN
<PAGE>
[LETTERHEAD OF VENABLE, BAETJER AND HOWARD]
February 23, 1994
Stroock & Stroock & Lavan
Seven Hanover Square
New York, New York 10004
Re: Dreyfus Global Bond Fund, Inc.
Ladies and Gentlemen:
We have acted as special Maryland counsel for Dreyfus
Global Bond Fund, Inc., a Maryland corporation (the "Fund"), in
connection with the organization of the Fund and the issuance of
shares of its Common Stock, par value $.001 per share (the
"Common Stock").
As Maryland counsel for the Fund, we are familiar with
its Charter and Bylaws. We have examined the prospectus
included
in its Registration Statement on Form N-1A, File No. 33-50203
(the "Registration Statement"), substantially in the form in
which it is to become effective (the "Prospectus"). We have
further examined and relied upon a certificate of the Maryland
State Department of Assessments and Taxation to the effect that
the Fund is duly incorporated and existing under the laws of the
State of Maryland and is in good standing and duly authorized to
transact business in the State of Maryland.
We have also examined and relied upon such corporate
records of the Fund and other documents and certificates with
respect to factual matters as we have deemed necessary to render
the opinion expressed herein. We have assumed, without
independent verification, the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and
the conformity with originals of all documents submitted to us
as
copies.
Based on such examination, we are of the opinion and
so
advise you that:
12. The Fund is duly organized and validly existing
as
a corporation in good standing under the laws of
the State of Maryland.
13. The 8,000 presently issued and outstanding shares
of Common Stock of the Fund have been validly and
legally issued and are fully paid and
nonassessable.
14. The shares of Common Stock of the Fund to be
offered for sale pursuant to the Prospectus are,
to the extent of the number of shares authorized
to be issued by the Fund in its Articles of
Incorporation, duly authorized and, when sold,
issued and paid for as contemplated by the
Prospectus, will have been validly and legally
issued and will be fully paid and nonassessable.
This letter expresses our opinion with respect to the
Maryland General Corporation Law governing matters such as due
organization and the authorization and issuance of stock. It
does not extend to the securities or "Blue Sky" laws of
Maryland,
to federal securities laws or to other laws.
You may rely upon our foregoing opinion in rendering
your opinion to the Fund that is to be filed as an exhibit to
the
Registration Statement. We consent to the filing of this
opinion
as an exhibit to the Registration Statement.
Very truly yours,
VENABLE, BAETJER AND HOWARD
<PAGE>
EXHIBIT
11
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Custodian, Transfer and Dividend Disbursing Agent, Counsel and
Independent Auditors" and to the use of our report dated
February
22, 1994, in this Registration Statement (Form N-1A No.
33-50203)
of Dreyfus Global Bond Fund, Inc.
ERNST & YOUNG
New York, New York
February 22, 1994
<PAGE>
EXHIBIT
(15)
DREYFUS GLOBAL BOND FUND, INC.
DISTRIBUTION PLAN
Introduction: It has been proposed that the above-
captioned investment company (the "Fund") adopt a Distribution
Plan (the "Plan") in accordance with Rule 12b-1 promulgated
under
the Investment Company Act of 1940, as amended (the "Act").
Under the Plan, the Fund would pay the Fund's distributor,
Dreyfus Service Corporation (the "Distributor"), for
advertising,
marketing and distributing the Fund's shares. The Distributor
would be permitted to pay certain financial institutions,
securities dealers and other industry professionals
(collectively, "Service Agents") in respect of these services.
If the proposal is to be implemented, the Act and Rule 12b-1
require that a written plan describing all material aspects of
the proposed financing be adopted by the Fund.
The Fund's Board, in considering whether the Fund
should implement a written plan, has requested and evaluated
such
information as it deemed necessary to an informed determination
as to whether a written plan should be implemented and has
considered such pertinent factors as it deemed necessary to form
the basis for a decision to use assets of the Fund for such
purposes.
In voting to approve the implementation of such a
plan,
the Board has concluded, in the exercise of its reasonable
business judgment and in light of applicable fiduciary duties,
that there is a reasonable likelihood that the plan set forth
below will benefit the Fund and its shareholders.
The Plan: The material aspects of this Plan are as
follows:
15. (a) The Fund shall pay to the Distributor a fee
at an annual rate of .25 of 1% of the value of the Fund's
average
daily net assets for advertising, marketing and distributing the
Fund's shares. The Distributor may pay one or more Service
Agents a fee in respect of these services. The Distributor
shall
determine the amounts to be paid to Service Agents and the basis
on which such payments will be made. Payments to a Service
Agent
are subject to compliance by the Service Agent with the terms of
any related Plan agreement between the Service Agent and the
Distributor.
(b) The Fund shall pay all costs of preparing
and
printing prospectuses and statements of additional information
for regulatory purposes and for distribution to existing
shareholders. The Fund also shall pay an amount of the costs
and
expenses in connection with (a) preparing, printing and
distributing the Fund's prospectuses used for other purposes and
(b) implementing and operating this Plan not to exceed in any
fiscal year of the Fund the greater of $100,000 or .005 of 1% of
the average daily value of the Fund's net assets for such fiscal
year.
16. For the purposes of determining the fees payable
under this Plan, the value of the net assets attributable to
Fund
shares shall be computed in the manner specified in the Fund's
Articles of Incorporation for the computation of the value of
the
Fund's net assets.
17. The Board shall be provided, at least quarterly,
with a written report of all amounts expended pursuant to this
Plan. The report shall state the purpose for which the amounts
were expended.
18. This Plan will become effective immediately upon
approval by (a) holders of a majority of the Fund's outstanding
shares, and (b) a majority of the Board members, including a
majority of the Board members who are not "interested persons"
(as defined in the Act) of the Fund and have no direct or
indirect financial interest in the operation of this Plan or in
any agreements entered into in connection with this Plan,
pursuant to a vote cast in person at a meeting called for the
purpose of voting on the approval of this Plan.
19. This Plan shall continue for a period of one year
from its effective date, unless earlier terminated in accordance
with its terms, and thereafter shall continue automatically for
successive annual periods, provided such continuance is approved
at least annually in the manner provided in paragraph 4(b)
hereof.
20. This Plan may be amended at any time by the
Board,
provided that (a) any amendment to increase materially the costs
which the Fund may bear pursuant to this Plan shall be effective
only upon approval by a vote of holders of a majority of the
Fund's outstanding shares, and (b) any material amendments of
the
terms of this Plan shall become effective only upon approval as
provided in paragraph 4(b) hereof.
21. This Plan is terminable without penalty at any
time by vote of a majority of the Board members who are not
"interested persons" (as defined in the Act) of the Fund and
have
no direct or indirect financial interest in the operation of
this
Plan or in any agreements entered into in connection with this
Plan.
Dated: February 17, 1994
<PAGE>
OTHER EXHIBIT
DREYFUS GLOBAL BOND FUND, INC.
Certificate of Assistant Secretary
The undersigned, Christine Pavalos, Assistant
Secretary
of Dreyfus Global Bond Fund, Inc. (the "Fund"), hereby certifies
that set forth below is a copy of the resolution adopted by the
Fund's Board authorizing the signing of the Fund's Registration
Statement and all amendments and supplements thereto on behalf
of
the proper officers of the Fund pursuant to a power of attorney.
RESOLVED, that the Registration Statement and
any and all amendments and supplements
thereto, may be signed by any one of Mark N.
Jacobs, Daniel C. Maclean, Steven F. Newman
and Michael A. Rosenberg as the attorney-in-
fact for the proper officers of the Fund,
with full power of substitution and
resubstitution; and that the appointment of
each of such persons as such attorney-in-fact
hereby is authorized and approved; and that
such attorneys-in-fact, and each of them,
shall have full power and authority to do and
perform each and every act and thing
requisite and necessary to be done in
connection with such Registration Statement
and any and all amendments and supplements
thereto, as fully to all intents and purposes
as the officer, for whom he is acting as
attorney-in-fact, might or could do in
person.
IN WITNESS WHEREOF, I have hereunto signed my name and
affixed the Seal of the Fund on February 23, 1994.
/s/Christine Pavalos
Christine Pavalos, Assistant
Secretary
(SEAL)
<PAGE>
OTHER EXHIBIT
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
NOTIFICATION OF ELECTION PURSUANT TO RULE 18f-1
UNDER THE INVESTMENT COMPANY ACT OF 1940
DREYFUS GLOBAL BOND FUND, INC.
Exact Name of Registrant
<PAGE>
NOTIFICATION OF ELECTION
Dreyfus Global Bond Fund, Inc. (the "Fund"), an open-end
investment company registered with the Securities and Exchange
Commission (the "Commission") under the Investment Company Act
of
1940, as amended (the "1940 Act"), hereby notifies the
Commission
that it elects to commit itself to pay in cash all redemptions
by
a shareholder of record as provided by Rule 18f-1 under the 1940
Act (the "Rule"). The Fund understands that this election is
irrevocable while the Rule is in effect unless the Commission by
order upon application permits the withdrawal of this
Notification of Election.
SIGNATURE
Pursuant to the requirements of Rule 18f-1 under the 1940 Act,
the Fund has caused this Notification of Election to be duly
executed on its behalf in the City of New York and the State of
New York on February 23, 1994.
DREYFUS GLOBAL BOND FUND, INC.
By: /s/ Mark N. Jacobs
Mark N. Jacobs,
Vice President
Attest: /s/ Christine Pavalos
Christine Pavalos,
Assistant Secretary
