AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION dated November 6, 1995
(the "Agreement"), between DREYFUS STRATEGIC GROWTH, L.P., a
Delaware limited partnership having an office at 000 Xxxxx
Xxxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000-0000 (the
"Partnership"), and PREMIER STRATEGIC GROWTH FUND, a
Massachusetts business trust having an office at 000 Xxxxx
Xxxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000-0000 (the "Fund").
WHEREAS, the Managing General Partners of the Partnership
and the Board of Trustees of the Fund have determined that it is
in the best interests of the Partnership and the Fund,
respectively, that the assets of the Partnership be acquired by
the Fund pursuant to this Agreement and in accordance with the
applicable statutes of the State of Delaware and The
Commonwealth of Massachusetts; and
WHEREAS, the parties desire to enter into a plan of
exchange pursuant to Section 351 of the Internal Revenue Code:
NOW THEREFORE, in consideration of the premises and of the
covenants and agreements hereinafter set forth, the parties
agree as follows:
1. PLAN OF EXCHANGE
(a) Subject to the requisite approval of the partners
of the Partnership, including the general partners
(collectively, the "Partners"), and to the terms and conditions
contained herein, on the Exchange Date (as defined herein) the
Partnership shall assign, transfer and convey to the Fund, and
the Fund shall acquire all of the assets of the Partnership,
including all securities and cash (subject to liabilities), for
Class A shares of beneficial interest of the Fund, par value
$.001 per share (the "Fund Shares"), and, to the extent
necessary, a fractional Fund Share, to be issued by the Fund,
having an aggregate net asset value equal to the value of the
net assets of the Partnership acquired. The value of the
Partnership's assets to be acquired by the Fund and the net
asset value per share of the Fund Shares shall be determined, as
of the Exchange Date, in accordance with the procedures for
determining the value of the Fund's assets set forth in the
Fund's Agreement and Declaration of Trust and in the then-
current prospectus and statement of additional information that
forms part of the Partnership's Registration Statement on Form
N-1A. In lieu of delivering certificates for the Fund Shares,
the Fund shall credit the Fund Shares to the Partnership's
account on the share record books of the Fund and shall deliver
a confirmation thereof to the Partnership. The Partnership
shall then deliver written instructions to the Fund's transfer
agent to establish accounts for the Partners on the share record
books of the Fund.
(b) Delivery of the assets of the Partnership to be
transferred shall be made not later than the next business day
following the Exchange Date. Assets transferred shall be
delivered to The Bank of New York, 00 Xxxxxxxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx, the Fund's custodian (the "Custodian"), for the
account of the Fund, with all securities not in bearer or book-
entry form duly endorsed, or accompanied by duly executed
separate assignments or stock powers, in proper form for
transfer, with signatures guaranteed, and with all necessary
stock transfer stamps, sufficient to transfer good and
marketable title thereto (including all accrued interest and
dividends and rights pertaining thereto) to the Custodian for
the account of the Fund free and clear of all liens,
encumbrances, rights, restrictions and claims. All cash
delivered shall be in the form of immediately available funds
payable to the order of the Custodian for the account of the
Fund.
(c) The Partnership will pay or cause to be paid to
the Fund any interest received on or after the Exchange Date
with respect to assets transferred to the Fund hereunder. The
Partnership will transfer to the Fund any distributions, rights
or other assets received by the Partnership after the Exchange
Date as distributions on or with respect to the securities
transferred. Such assets shall be deemed included in assets
transferred to the Fund on the Exchange Date and shall not be
separately valued.
(d) The Exchange Date shall be December 31, 1995, or
such earlier or later date as may be mutually agreed upon by the
parties.
(e) As soon as practicable after the Exchange Date,
the Partnership shall distribute all Fund Shares received by it
among the Partners in proportion to the number of partnership
interests each Partner holds in the Partnership (the
"Partnership Interests"), and thereafter will dissolve.
2. THE PARTNERSHIP'S REPRESENTATIONS AND WARRANTIES.
2.1. The Partnership represents and warrants to and
agrees with the Fund as follows:
(a) The Partnership is a limited partnership duly
formed and validly existing under the laws of the State of
Delaware and has power to own all of its properties and assets
and, subject to the approval of the Partners, to carry out this
Agreement.
(b) The Partnership is registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), as
an open-end, non-diversified, management investment company, and
such registration has not been revoked or rescinded and is in
full force and effect.
(c) Except as shown on the financial statements
of the Partnership for the period ended December 31, 1994 and as
incurred in the ordinary course of the Partnership's business
since December 31, 1994 the Partnership has no known liabilities
of a material amount, contingent or otherwise, and there are no
material legal, administrative or other proceedings pending or
threatened against the Partnership.
(d) On the Exchange Date, the Partnership will
have full right, power and authority to sell, assign, transfer
and deliver the assets to be transferred by it hereunder.
3. THE FUND'S REPRESENTATIONS AND WARRANTIES.
The Fund represents and warrants to and agrees with the
Partnership as follows:
(a) The Fund is a business trust duly organized,
validly existing and in good standing under the laws of The
Commonwealth of Massachusetts and has power to carry on its
business as it is now being conducted and to carry out this
Agreement.
(b) The Fund is registered under the 1940 Act as
an open-end, non-diversified, management investment company, and
such registration has not been revoked or rescinded and is in
full force and effect.
(c) Except as shown on the balance sheet of the
Fund included as part of its Registration Statement on Form N-1A
and as incurred in the ordinary course of the Fund's business
since the date of such balance sheet, the Fund has no known
liabilities of a material amount, contingent or otherwise, and
there are no material legal, administrative or other proceedings
pending or threatened against the Fund.
(d) At the Exchange Date, the Fund Shares to be
issued to the Partnership (the only Fund Shares to be issued as
of the Exchange Date, except for the initial capital of the
Fund) will have been duly authorized and, when issued and
delivered pursuant to this Agreement, will be legally and
validly issued and will be fully paid and non-assessable by the
Fund. No Fund shareholder will have any preemptive right of
subscription or purchase in respect thereof.
4. THE FUND'S CONDITIONS PRECEDENT.
The obligations of the Fund hereunder shall be subject
to the following conditions:
(a) The Partnership shall have furnished to the
Fund a statement of the Partnership's assets, including a list
of securities owned by the Partnership with their respective tax
costs and values determined as provided in Section 1 hereof, all
as of the Exchange Date.
(b) As of the Exchange Date, all representations
and warranties of the Partnership made in this Agreement shall
be true and correct as if made at and as of such date, and the
Partnership shall have complied with all the agreements and
satisfied all the conditions on its part to be performed or
satisfied at or prior to such date.
(c) A vote approving this Agreement and the
transactions and exchange contemplated hereby shall have been
adopted by the holders of at least a majority of the outstanding
Partnership Interests entitled to vote and the Partners shall
have voted at such meeting (by voting in favor of the Agreement
and the exchange contemplated hereby) to direct the Partnership
to vote, and the Partnership shall have voted by or on the
Exchange Date, as sole shareholder of the Fund to:
(1) elect Xxxxxx X. Xxxxx, Xxxxxx X. XxXxxxxxx,
Xxxxx X. Xxxxxxx, Xxxx Xxxxxx, Xxxxxx
XxXxxxxx, Xxxxxx Xxxx, Xxxxxx Xxxxxxx, Xxxx
Xxxxxx and Xxx Xxxxxx as Trustees of the
Fund;
(2) approve a Management Agreement between the
Fund and The Dreyfus Corporation,
substantially in the form attached to the
Partnership's proxy materials; and
(3) ratify the selection of Ernst & Young LLP as
the Fund's independent auditors.
5. THE PARTNERSHIP'S CONDITIONS PRECEDENT.
The obligations of the Partnership hereunder shall be
subject to the condition that as of the Exchange Date all
representations and warranties of the Fund made in this
Agreement shall be true and correct as if made at and as of such
date, and that the Fund shall have complied with all of the
agreements and satisfied all the conditions on its part to be
performed or satisfied at or prior to such date.
6. THE FUND'S AND THE PARTNERSHIP'S CONDITIONS PRECEDENT.
The obligations of both the Fund and the Partnership
hereunder shall be subject to the following conditions:
(a) This Agreement and the transactions
contemplated hereby shall have been approved by the affirmative
vote of at least a majority of the Partnership Interests as of
the close of business on December 31, 1995, or such earlier or
later date as may be mutually agreed upon by the parties.
(b) There shall not be any material litigation
pending with respect to the matters contemplated by this
Agreement.
7. TERMINATION OF AGREEMENT.
This Agreement and the transactions contemplated hereby
may be terminated and abandoned by resolution of the Managing
General Partners of the Partnership or the Board of Trustees of
the Fund, at any time prior to the Exchange Date (and
notwithstanding any vote of the Partners) if circumstances
should develop that, in the opinion of either the Managing
General Partners or the Board of Trustees, make proceeding with
this Agreement inadvisable.
If this Agreement is terminated and the exchange
contemplated hereby is abandoned pursuant to the provisions of
this Section 7, this Agreement shall become void and have no
effect, without any liability on the part of any party hereto or
the trustees, officers or shareholders of the Fund or the
Partners or officers of the Partnership, in respect of this
Agreement.
8. WAIVER.
At any time prior to the Exchange Date, any of the
foregoing conditions may be waived by the Managing General
Partners of the Partnership, or the Board of Trustees of the
Fund, if, in the judgment of the waiving party, such waiver will
not have a material adverse effect on the benefits intended
under this Agreement to the Partners or the shareholders of the
Fund, as the case may be.
9. NO SURVIVAL OF REPRESENTATIONS.
None of the representations and warranties included or
provided for herein shall survive consummation of the
transactions contemplated hereby.
10. GOVERNING LAW.
This Agreement shall be governed and construed in
accordance with the internal laws of the State of New York,
without giving effect to principles of conflict of laws;
provided, however, that the due authorization, execution and
delivery of this Agreement, in the case of the Partnership,
shall be governed and construed in accordance with the internal
laws of the State of Delaware and, in the case of the Fund,
shall be governed and construed in accordance with the internal
laws of The Commonwealth of Massachusetts, in each case without
giving effect to principles of conflict of laws.
11. COUNTERPARTS.
This Agreement may be executed in counterparts, each of
which, when executed and delivered, shall be deemed to be an
original.
12. LIMITATION OF LIABILITY.
(a) The names "Premier Strategic Growth Fund" and
"Trustees of Premier Strategic Growth Fund" refer, respectively,
to the Fund and the Trustees of such Fund, as trustees but not
individually or personally, acting from time to time under the
Fund's Declaration of Trust, a copy of which is on file at the
office of the Secretary of State of The Commonwealth of
Massachusetts and at the principal office of the Fund. The
obligations of the Fund entered into in the name or on behalf
thereof by any of its Trustees, representatives or agents are
made not individually, but in such capacities, and are not
binding upon any of the Trustees, shareholders, representatives
or agents of the Fund personally, but bind only the Fund's
property, and all persons dealing with any class or series of
shares of the Fund must look solely to the Fund's property
belonging to such class or series for the enforcement of any
claims against the Fund.
(b) This Agreement is executed by one or more of
the Partnership's Managing General Partners or officers on
behalf of the Partnership and not individually, and the
obligations of this Agreement are not binding upon any of them
or upon any Partner individually but are binding only upon the
assets and property of the Partnership.
IN WITNESS WHEREOF, the Partnership and the Fund
have caused this Agreement and Plan of Exchange to be executed
and attested on its behalf by its duly authorized
representatives as of the date first above written.
DREYFUS STRATEGIC GROWTH, L.P.
ATTEST: By:
PREMIER STRATEGIC GROWTH FUND
ATTEST: By:
