DREYFUS GLOBAL BOND FUND, INC.
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
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To the Shareholders:
A Special Meeting of Shareholders of Dreyfus Global Bond Fund, Inc. (the
"Fund") will be held at the offices of The Dreyfus Corporation, 200 Park Avenue,
7th Floor, New York, New York, on Friday, September 17, 1999 at 10:00 a.m., for
the following purposes:
1. To approve a Sub-Investment Advisory Agreement between The Dreyfus
Corporation and Pareto Partners.
2. To transact such other business as may properly come before the meeting,
or any adjournment or adjournments thereof.
Shareholders of record at the close of business on July 2, 1999 will be
entitled to receive notice of and to vote at the meeting.
By Order of the Board
Margaret W. Chambers
Secretary
New York, New York
July 15, 1999
WE NEED YOUR PROXY VOTE IMMEDIATELY
A SHAREHOLDER MAY THINK HIS OR HER VOTE IS NOT IMPORTANT, BUT IT IS VITAL. BY
LAW, THE MEETING OF SHAREHOLDERS OF THE FUND WILL HAVE TO BE ADJOURNED WITHOUT
CONDUCTING ANY BUSINESS IF LESS THAN A QUORUM IS REPRESENTED. IN THAT EVENT, THE
FUND WOULD CONTINUE TO SOLICIT VOTES IN AN ATTEMPT TO ACHIEVE A QUORUM. CLEARLY,
YOUR VOTE COULD BE CRITICAL TO ENABLE THE FUND TO HOLD THE MEETING AS SCHEDULED,
SO PLEASE RETURN YOUR PROXY CARD IMMEDIATELY. YOU AND ALL OTHER SHAREHOLDERS
WILL BENEFIT FROM YOUR COOPERATION.
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DREYFUS GLOBAL BOND FUND, INC.
PROXY STATEMENT
A SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON FRIDAY, SEPTEMBER 17, 1999
This proxy statement is furnished in connection with a solicitation of
proxies by the Board of Dreyfus Global Bond Fund, Inc. (the "Fund") to be used
at the Special Meeting of Shareholders (the "Meeting") of the Fund to be held on
Friday, September 17, 1999 at 10:00 a.m., at the offices of The Dreyfus
Corporation, 200 Park Avenue, 7th Floor, New York, New York, for the purposes
set forth in the accompanying Notice of Special Meeting of Shareholders.
Shareholders of record at the close of business on July 2, 1999 are entitled to
receive notice of and to vote at the Meeting. Shareholders are entitled to one
vote for each Fund share held and fractional votes for each fractional Fund
share held. Shares represented by executed and unrevoked proxies will be voted
in accordance with the specifications made thereon. If any enclosed form of
proxy is executed and returned, it nevertheless may be revoked by another proxy
or by letter or telegram directed to the Fund, which must indicate the
shareholder's name and account number. To be effective, such revocation must be
received before the Meeting. In addition, any shareholder who attends the
Meeting in person may vote by ballot at the Meeting, thereby canceling any proxy
previously given.
As of June 22, 1999, the Fund had outstanding 1,618,675,713 shares.
It is estimated that proxy materials will be mailed to shareholders of record
on or about July 15, 1999. The principal executive offices of the Fund are
located at 200 Park Avenue, New York, New York 10166. COPIES OF THE FUND'S MOST
RECENT ANNUAL AND SEMI-ANNUAL REPORTS ARE AVAILABLE UPON REQUEST, WITHOUT
CHARGE, BY WRITING TO THE FUND AT 144 GLENN CURTISS BOULEVARD, UNIONDALE, NEW
YORK 11556-0144, OR BY CALLING TOLL-FREE 1-800-645-6561.
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PROPOSAL 1: TO APPROVE A SUB-INVESTMENT ADVISORY AGREEMENT BETWEEN THE
DREYFUS CORPORATION AND PARETO PARTNERS
The Dreyfus Corporation ("Dreyfus"), located at 200 Park Avenue, New York,
New York 10166, serves as the Fund's investment adviser. Dreyfus is a
wholly-owned subsidiary of Mellon Bank, N.A., which is a wholly-owned subsidiary
of Mellon Bank Corporation ("Mellon"). Dreyfus supervises and assists in the
overall management of the Fund's affairs under a Management Agreement with the
Fund (the "Management Agreement"). Dreyfus has advised the Fund's Board that it
desires to enter into a Sub-Investment Advisory Agreement (the "Sub-Advisory
Agreement") with Pareto Partners ("Pareto"), pursuant to which the Fund would
obtain the benefits of Pareto's personnel and other resources. Pareto is an
indirect, partially-owned subsidiary of Mellon and, thus, an affiliate of
Dreyfus.
Under the Sub-Advisory Agreement, Pareto would serve as the Fund's
sub-investment adviser and, subject to Dreyfus' supervision, would provide
investment advisory assistance and day-to-day management of the Fund's
investments.
Pareto, located at 271 Regent Street, London W1R 8PP, England, is a
partnership governed by English law and a registered investment adviser under
the Investment Advisers Act of 1940, as amended. Pareto has three
partners--Palomar Management, located at Pickfords Wharf, Clink Street, London
SE1 9DG, England, EXEL Cumberland Limited, located at 35 Basinghall Street,
London EC2V 5DB, England, and MGIC-UK Limited, an indirect subsidiary of Mellon
located at 52 Bedford Square, London WC1B 3EX, England. The principal executive
officer of Pareto is Paul A. Dimitruk, Chairman. Pareto was formed in November
1990 and as of April 30, 1999, managed approximately $28 billion in
discretionary accounts and other investment companies. Christine V. Downton is
the Chief Investment Officer of Pareto and has been employed by Pareto since
April 1991. Ms. Downton has been the Fund's primary portfolio manager and an
employee of Dreyfus since September 1996 and would continue to serve as the
Fund's primary portfolio manager.
On May 25, 1999, the Board, including all Board members who are not
"interested persons" (as defined in the Investment Company Act of 1940, as
amended (the "1940 Act")) of the Fund or Dreyfus, approved the Sub-Advisory
Agreement and determined to submit it to the Fund's shareholders. A copy of the
Sub-Advisory Agreement is attached as Exhibit A to this Proxy Statement.
THE SUB-ADVISORY AGREEMENT WOULD NOT INCREASE THE ANNUAL MANAGEMENT FEE PAID
BY THE FUND WHICH IS .70% OF THE VALUE OF THE FUND'S AVERAGE DAILY NET ASSETS.
Dreyfus would pay Pareto, out of the management fee Dreyfus receives from the
Fund, a monthly fee at the annual rate set forth below as a percentage of the
Fund's average daily net assets:
ANNUAL FEE AS A PERCENTAGE OF THE
AVERAGE DAILY NET ASSETS FUND'S AVERAGE DAILY NET ASSETS
0 to $100 million .22%
$100 million to $1 billion .20%
$1 billion to $1.5 billion .18%
$1.5 billion or more .16%
If approved by shareholders, the Sub-Advisory Agreement would take effect on
or about October 1, 1999 and would continue in force until March 31, 2001 and
from year to year thereafter, but only as long as its continuance was approved
at least annually by (i) the vote, cast in person at a meeting called for the
purpose, of a majority of the Fund's Board members who are not "interested
persons" (as defined in the 1940 Act) and (ii) the vote of either a majority of
the Fund's Board or a majority of the Fund's outstanding shares.
The Sub-Advisory Agreement would be terminable (i) by Dreyfus upon 60 days'
notice to Pareto, (ii) by the Fund's Board or by vote of a majority of the
Fund's outstanding shares upon 60 days' notice to Pareto, or (iii) by Pareto
upon not less than 90 days' notice to the Fund and Dreyfus. The Sub-Advisory
Agreement would terminate automatically in the event of its assignment and would
terminate upon the termination of the Management Agreement.
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The Sub-Advisory Agreement provides that, in the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard for its
obligations thereunder, Pareto shall not be liable for any act or omission in
the course of or in connection with the rendering of its sub-advisory services.
BOARD CONSIDERATION
In approving the Sub-Advisory Agreement and recommending its submission to
the Fund's shareholders for their approval, the Fund's Board considered the
following factors:
(1) the Fund would continue to receive the benefits of Ms. Downton's services
and, in addition, would receive the benefits of a sub-advisory relationship with
Pareto at no additional cost, and (2) the representation that there would be no
reduction in the scope and quality of the advisory and other services provided
to the Fund.
VOTE REQUIRED AND BOARD'S RECOMMENDATION
Approval of this Proposal requires the affirmative vote of (a) 67% of the
Fund's outstanding voting securities present at the Meeting, if the holders of
more than 50% of the Fund's outstanding voting securities are present or
represented by proxy, or (b) more than 50% of the Fund's outstanding voting
securities, whichever is less.
THE FUND'S BOARD, INCLUDING THE "NON-INTERESTED" BOARD MEMBERS, RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" PROPOSAL 1.
ADDITIONAL INFORMATION
Premier Mutual Fund Services, Inc., with its principal offices at 60 State
Street, Boston, Massachusetts 02109, serves as the Fund's distributor.
Dreyfus Transfer, Inc., a wholly-owned subsidiary of Dreyfus, P.O. Box 9671,
Providence, Rhode Island 02940-9671, serves as the Fund's transfer and dividend
disbursing agent.
The Bank of New York, 90 Washington Street, New York, New York 10286, acts as
custodian of the Fund's investments.
VOTING INFORMATION
The Fund will bear the cost of soliciting proxies. In addition to the use of
the mails, proxies may be solicited personally, by telephone or by telegraph,
and the Fund may pay persons holding Fund shares in their names or those of
their nominees for their expenses in sending soliciting materials to their
principals. The Fund may retain an outside firm to assist in the solicitation of
proxies primarily by contacting shareholders by telephone and telegram, which
would cost approximately $16,000 and would be borne by the Fund. Authorizations
to execute proxies may be obtained by telephonic or electronically transmitted
instructions in accordance with procedures designed to authenticate the
shareholder's identity. In all cases where a telephonic proxy is solicited, the
shareholder will be asked to provide his or her address, social security number
(in the case of an individual) or taxpayer identification number (in the case of
a non-individual) and the number of shares owned and to confirm that the
shareholder has received the Fund's proxy statement and proxy card in the mail.
Within 72 hours of receiving a shareholder's telephonic or electronically
transmitted voting instructions, a confirmation will be sent to the shareholder
to ensure that the vote has been taken in accordance with the shareholder's
instructions and to provide a telephone number to call immediately if the
shareholder's instructions are not correctly reflected in the confirmation. Any
shareholder giving a proxy may revoke it at any time before it is exercised by
submitting to the Fund a written notice of revocation or a subsequently executed
proxy or by attending the Meeting and voting in person.
If a proxy is properly executed and returned accompanied by instructions to
withhold authority to vote, represents a broker "non-vote" (that is, a proxy
from a broker or nominee indicating that such person has not received
instructions from the beneficial owner or other person entitled to vote Fund
shares on a particular matter with respect to which the broker or nominee does
not have a discretionary power) or is marked with an abstention (collectively,
"abstentions"), the Fund shares represented thereby will be considered to be
present at the Meeting for purposes of determining the existence of a quorum
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for the transaction of business. Abstentions will not constitute a vote in
favor of a proposal. For this reason, abstentions will have the effect of a "no"
vote for the purpose of obtaining requisite approval for the Proposal.
If a quorum is not present at the Meeting, or if a quorum is present but
sufficient votes to approve the Proposal are not received, the persons named as
proxies may propose one or more adjournments of the Meeting to permit further
solicitation of proxies. In determining whether to adjourn the Meeting, the
following factors may be considered: the nature of the Proposal, the percentage
of favorable votes actually cast, the percentage of negative votes actually
cast, the nature of any further solicitation and the information to be provided
to shareholders with respect to the reasons for the solicitation. Any
adjournment will require the affirmative vote of a majority of those shares
affected by the adjournment that are represented at the Meeting in person or by
proxy. A shareholder vote may be taken for the Proposal in this Proxy Statement
prior to any adjournment if sufficient votes have been received for approval. If
a quorum is present for the Fund, the persons named as proxies will vote those
proxies which they are entitled to vote "FOR" the Proposal in favor of such
adjournment, and will vote those proxies required to be voted "AGAINST" the
Proposal against any adjournment of the Meeting. A quorum is constituted by the
presence in person or by proxy of the holders of at least one-third of the
Fund's outstanding shares entitled to vote at the Meeting.
As of June 22, 1999, the following stockholders were known by the Fund to own
of record and beneficially 5% or more of the Fund's outstanding voting
securities: MBC Investments Corporation, Attn: Michael Botsford, 4500 New Linden
Hill Road, Wilmington, DE 19808-2922, 36.47%; Investment Manager Services/RTC,
FBO Customer of IAN, PO Box 3865, Englewood, CO 80155; 9.21%; Charles Schwab &
Co., Inc., Reinvest Account, Attn: Mutual Funds Dept., 101 Montgomery Street,
San Francisco, CA 94104-4122, 6.95%.
A shareholder who beneficially owns, directly or indirectly, more than 25% of
the Funds voting securities may be deemed a "control person" (as defined in the
1940 Act) of the Fund.
OTHER MATTERS
The Fund's Board is not aware of any other matters which may come before the
Meeting. However, should any such matters properly come before the Meeting, it
is the intention of the persons named in the accompanying form of proxy to vote
the proxy in accordance with their judgment on such matters.
NOTICE TO BANKS, BROKER/DEALERS AND VOTING TRUSTEES AND THEIR NOMINEES
Please advise the Fund, in care of Dreyfus Transfer, Inc., P.O. Box 9671,
Providence, Rhode Island 02940-9671, whether other persons are the beneficial
owners of Fund shares for which proxies are being solicited from you, and, if
so, the number of copies of this Proxy Statement and other soliciting material
you wish to receive in order to supply copies to the beneficial owners of
shares.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, SHAREHOLDERS WHO
DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO COMPLETE, SIGN, DATE
AND RETURN THE PROXY CARD IN THE ENCLOSED STAMPED ENVELOPE.
Dated: July 15, 1999
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EXHIBIT A
SUB-INVESTMENT ADVISORY AGREEMENT
THE DREYFUS CORPORATION
200 Park Avenue
New York, New York 10166
October ___, 1999
Pareto Partners
271 Regent Street
London W1R 8PP, England
Dear Sirs:
As you are aware, Dreyfus Global Bond Fund, Inc. (the "Fund") desires to
employ its capital by investing and reinvesting the same in investments of the
type and in accordance with the limitations specified in its charter documents
and in its Prospectus and Statement of Additional Information as from time to
time in effect, copies of which have been or will be submitted to you, and in
such manner and to such extent as from time to time may be approved by the
Fund's Board. The Fund has employed 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 connection with your serving as sub-investment adviser, 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.
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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 set forth below as a percentage of the Fund's average
daily net assets for the preceding month:
ANNUAL FEE AS A PERCENTAGE OF THE
AVERAGE DAILY NET ASSETS FUND'S AVERAGE DAILY NET ASSETS
0 to $100 million .22%
$100 million to $1 billion .20%
$1 billion to $1.5 billion .18%
$1.5 billion or more .16%
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. 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 the date of termination of this Agreement.
For the purpose of determining fees payable to you, the value of the Fund's
net assets shall be computed in the manner specified in the Fund's charter
documents for the computation of the value of the Fund's net assets.
You will bear all expenses in connection with the performance of your
services under this Agreement. All other expenses to be incurred in the
operation of the Fund (other than those borne by the 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: taxes, interest,
loan commitment fees, interest and distributions paid on securities sold short,
brokerage fees and commissions, if any, fees of Board members who are not
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 preparing and
printing prospectuses and statements of additional information for regulatory
purposes and for distribution to existing stockholders, costs of stockholders'
reports and meetings, and any extraordinary expenses.
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
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or become an officer, Board member, employee or agent of the Fund, shall be
deemed, when rendering services to the Fund or acting on any business of the
Fund, to be rendering such services to or acting solely for the Fund and not as
your officer, director, partner, employee, or agent or one under your control or
direction even though paid by you.
This Agreement shall continue until March 31, 2001, and thereafter shall
continue automatically for successive annual periods ending on March 31 of each
year, provided such continuance is specifically approved at least annually by
(i) the Fund's Board or (ii) vote of a majority (as defined in the Investment
Company Act of 1940, 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 Board members who are not "interested persons" (as defined in said
Act) of any party to this Agreement, by vote cast in person at a meeting called
for the purpose of voting on such approval. This Agreement is terminable without
penalty (i) by the Adviser upon 60 days' notice to you, (ii) by the Fund's Board
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.
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:
PARETO PARTNERS
By: Palomar Management
By:
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The undersigned shareholder of DREYFUS GLOBAL BOND FUND, INC. (the
"Fund") hereby appoints Robert R. Mullery and Michael A. Rosenberg and each
of them, the attorneys and proxies of the undersigned, with full power of
substitution, to vote, as indicated herein, all of the shares of the Fund
standing in the name of the undersigned at the close of business on July 2,
1999 at a Special Meeting of Shareholders to be held at the offices of The
Dreyfus Corporation, 200 Park Avenue, 7th Floor, new York, New York, at
10:00 a.m. on Friday, September 17, 1999, and at any and all adjournments
thereof, with all of the powers the undersigned possesses and especially
(but without limiting the general authorization and power hereby given) to
vote as indicated on the Proposal, as more fully described in the proxy
statement for the Meeting.
Please mark boxes in blue or black ink.
1. To approve a Sub-Investment Advisory Agreement between The Dreyfus
Corporation and Pareto Partners.
/ / FOR / / AGAINST / / ABSTAIN
2. To transact such other business as may properly come before the
Meeting, or any adjournment(s) thereof.
THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED FOR THE ABOVE
PROPOSAL UNLESS OTHERWISE INDICATED.
Signature(s) should be exactly as name or names
appearing on this form. If shares are held
jointly, each holder should sign. If signing is by
attorney, executor, administrator, trustee or
guardian, please give full title.
Dated: ___________, 1999
_____________________________
Signature(s)
_____________________________
Signature(s)
Sign, Date and Return this Proxy Card
Promptly Using the Enclosed Envelope.
