N-CSR 1 form070.htm ANNUAL REPORT form070.htm - Generated by SEC Publisher for SEC Filing

 

  

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Investment Company Act file number

811-7512

 

 

 

Dreyfus Premier Worldwide Growth Fund, Inc. -

Dreyfus Worldwide Growth Fund

 

 

(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)

 

 

 

 

 

Michael A. Rosenberg, Esq.

200 Park Avenue

New York, New York 10166

 

 

(Name and address of agent for service)

 

 

Registrant's telephone number, including area code:

(212) 922-6000

 

 

Date of fiscal year end:

 

10/31

 

Date of reporting period:

10/31/11

 

             

 

 

 


 

 

FORM N-CSR

Item 1.                        Reports to Stockholders.

                       -2- 


 




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The views expressed in this report reflect those of the portfolio manager only through the end of the period covered and do not necessarily represent the views of Dreyfus or any other person in the Dreyfus organization. Any such views are subject to change at any time based upon market or other conditions and Dreyfus disclaims any responsibility to update such views.These views may not be relied on as investment advice and, because investment decisions for a Dreyfus fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Dreyfus fund.

Not FDIC-Insured • Not Bank-Guaranteed • May Lose Value



 

Contents

 

THE FUND

2     

A Letter from the Chairman and CEO

3     

Discussion of Fund Performance

6     

Fund Performance

8     

Understanding Your Fund’s Expenses

8     

Comparing Your Fund’s Expenses With Those of Other Funds

9     

Statement of Investments

12     

Statement of Assets and Liabilities

13     

Statement of Operations

14     

Statement of Changes in Net Assets

16     

Financial Highlights

20     

Notes to Financial Statements

30     

Report of Independent Registered Public Accounting Firm

31     

Important Tax Information

32     

Information About the Renewal of the Fund’s Management and Sub-Investment Advisory Agreements

37     

Board Members Information

39     

Officers of the Fund

 

FOR MORE INFORMATION

 

Back Cover



Dreyfus
Worldwide Growth Fund

The Fund


A LETTER FROM THE CHAIRMAN AND CEO

Dear Shareholder:

We present to you this annual report for Dreyfus Worldwide Growth Fund, covering the 12-month period from November 1, 2010, through October 31, 2011. For information about how the fund performed during the reporting period, as well as general market perspectives, we provide a Discussion of Fund Performance on the pages that follow.

Investors were encouraged by expectations of a more robust economic recovery during the final months of 2010, but sentiment deteriorated in 2011 due to disappointing global economic data, rising commodity prices, an escalating sovereign debt crisis in Europe and a contentious debate regarding taxes, spending and borrowing in the United States. International stocks proved sensitive to these macroeconomic developments, often regardless of underlying company fundamentals, and most international equity market indices ended the reporting period with mildly negative absolute returns.

The global economic outlook currently remains clouded by market turbulence and political infighting, but we believe that a continued subpar global expansion is more likely than a return to recession. Although Europe continues to struggle with a debt crisis, inflationary pressures appear to be waning in most countries as energy prices recently have retreated from their highs. In Asia, China seems to have averted an economic contraction after implementing measures to dampen inflationary pressures. In the United States, moderately low core inflation and an accommodative monetary policy could help support near-trend growth despite ongoing deleveraging activity in the private sector.To assess the potential impact of these and other developments on your investments, we encourage you, as always, to speak with your financial advisor.

Thank you for your continued confidence and support.


Jonathan R. Baum
Chairman and Chief Executive Officer
The Dreyfus Corporation
November 15, 2011

2




DISCUSSION OF FUND PERFORMANCE

For the period of November 1, 2010, through October 31, 2011, as provided by Fayez Sarofim, Portfolio Manager of Fayez Sarofim & Co., Sub-Investment Adviser

Fund and Market Performance Overview

For the 12-month period ended October 31, 2011, Dreyfus Worldwide Growth Fund’s Class A shares produced a total return of 8.72%, Class B shares returned 7.50%, Class C shares returned 7.93% and Class I shares returned 9.01%.1 For the same period, the fund’s benchmark, the Morgan Stanley Capital International World Index (“MSCI World Index”), produced a 1.76% total return.2

Global stocks generally rallied through the first quarter of 2011 amid expectations of continued economic recovery. However, several macroeconomic disappointments later derailed investor sentiment, erasing most of the market’s previous gains.The fund produced higher returns than its benchmark as investors favored large, multinational companies amid turbulent market conditions, particularly over the reporting period’s second half.

The Fund’s Investment Approach

The fund invests primarily in large, well-established, multinational companies that we believe are well positioned to weather difficult economic climates and thrive during favorable times. We focus on purchasing large-cap, blue-chip stocks at a price we consider to be justified by a company’s fundamentals. The result is a portfolio of stocks of prominent companies selected for their sustained patterns of profitability, strong balance sheets, expanding global presence and above-average earnings growth potential. The fund pursues a “buy-and-hold” investment strategy in which we typically buy and sell relatively few stocks during the course of the year, which may help to reduce investors’ tax liabilities and the fund’s trading costs.3

Shifting Sentiment Sparked Heightened Market Volatility

Gains in employment, consumer spending and corporate earnings supported a stock market rally over the first several months of the reporting period. However, the rally was interrupted in February

The Fund  3 

 



DISCUSSION OF FUND PERFORMANCE (continued)

when political unrest in the Middle East led to sharply rising crude oil prices, and again in March when catastrophic natural and nuclear disasters in Japan disrupted the global industrial supply chain. Nonetheless, investors proved resilient, and stocks rebounded quickly from these unexpected shocks.

Investor sentiment began to deteriorate in earnest in late April when Greece appeared headed for default on its sovereign debt and pressures mounted on the banking systems of other European nations. In addition, U.S. economic data proved more disappointing than expected, and investors reacted cautiously to a contentious political debate regarding U.S. government spending and borrowing. Stocks suffered bouts of heightened volatility when newly risk-averse investors shifted their focus from economically sensitive industry groups and relatively speculative companies to those that historically have held up well under uncertain economic conditions.Volatility was particularly severe in August and September, after a major credit-rating agency downgraded its assessment of long-term U.S. government debt. In contrast, the market rebounded strongly in October when some macroeconomic worries seemed to ease.

Quality Bias Supported Fund Performance

Our longstanding focus on blue-chip companies with globally diversified markets, healthy balance sheets and strong income characteristics enabled the fund to perform better than market averages during the reporting period. Overweighted exposure to the energy sector proved to be a primary driver of the fund’s strong relative performance, as large integrated oil companies and major energy services providers benefited early in the reporting period from rising commodity prices. The fund also held substantially underweighted exposure to the financials sector, which helped it avoid weakness among banks that were adversely affected by Europe’s sovereign debt crisis. Finally, the consumer staples sector benefited from investors’ preference for traditionally defensive industry groups, and a number of globally dominant companies continued to make inroads into the emerging markets.

The fund’s top performing individual holdings included electronics innovator Apple, which continued to gain value due to the success of its smartphone and tablet computer products. Energy giant Chevron advanced after twice raising its dividend during the reporting period.

4



Technology leader International Business Machines continued to grow its global consulting business. British American Tobacco saw sales in Japan surge in the wake of that nation’s natural disasters. Semiconductor manufacturer Intel boosted earnings, raised its dividend and captured market share from its competitors.

Laggards during the reporting period included metals-and-mining companies Freeport-McMoRan Copper & Gold and RioTinto, which suffered amid falling industrial commodity prices. In the financials sector, European investment managers Eurazeo and GAM Holding were hurt by deteriorating investor sentiment towards financial companies due to the sovereign debt crisis.

New Opportunities in a Subpar Economic Recovery

We expect the global economic rebound to persist fitfully amid significant headwinds, especially in Europe, leading us to conclude that investors are likely to continue to favor large, multinational companies with solid business fundamentals and generous dividend yields. Indeed, corporate earnings in 2011 so far generally have remained robust despite the economic downturn.When adjusting to the changing market environment, we identified a number of new opportunities among multinational companies with healthy balance sheets, ample cash reserves and a presence in growing markets.

November 15, 2011

  Equity funds are subject generally to market, market sector, market liquidity, issuer and investment 
  style risks, among other factors, to varying degrees, all of which are more fully described in the 
  fund’s prospectus. 
1  Total return includes reinvestment of dividends and any capital gains paid, and does not take into 
  consideration the maximum initial sales charge in the case of Class A shares, or the applicable 
  contingent deferred sales charges imposed on redemptions in the case of Class B and Class C 
  shares. Had these charges been reflected, returns would have been lower. Past performance is no 
  guarantee of future results. Share price and investment return fluctuate such that upon redemption, 
  fund shares may be worth more or less than their original cost. 
2  SOURCE: LIPPER INC. — Reflects reinvestment of net dividends and, where applicable, 
  capital gain distributions.The Morgan Stanley Capital International (MSCI) World Index is an 
  unmanaged index of global stock market performance, including the United States, Canada, 
  Europe,Australia, New Zealand and the Far East. Investors cannot invest directly in any index. 
3  Achieving tax efficiency is not a part of the fund’s investment objective, and there can be no 
  guarantee that the fund will achieve any particular level of taxable distributions in future years. In 
  periods when the manager has to sell significant amounts of securities (e.g., during periods of 
  significant net redemptions or changes in index components) the fund can be expected to be less 
  tax efficient than during periods of more stable market conditions and asset flows. 

 

The Fund  5 

 




† Source: Lipper Inc. 
Past performance is not predictive of future performance. 
The above graph compares a $10,000 investment made in each of the Class A, Class B, Class C and Class I shares of 
Dreyfus Worldwide Growth Fund on 10/31/01 to a $10,000 investment made in the Morgan Stanley Capital 
International World Index (the “Index”) on that date.All dividends and capital gain distributions are reinvested. 
The fund’s performance shown in the line graph above takes into account the maximum initial sales charge on Class A 
shares and all other applicable fees and expenses on all classes. Performance for Class B shares assumes the conversion of 
Class B shares to Class A shares at the end of the sixth year following the date of purchase. The Index is an 
unmanaged index of global stock market performance, including the United States, Canada, Australia, New Zealand 
and the Far East and includes net dividends reinvested. Unlike a mutual fund, the Index is not subject to charges, fees 
and other expenses. Investors cannot invest directly in any index. Further information relating to fund performance, 
including expense reimbursements, if applicable, is contained in the Financial Highlights section of the prospectus and 
elsewhere in this report. 

 

6



Average Annual Total Returns as of 10/31/11     
 
  1Year  5 Years  10 Years 
Class A shares       
with maximum sales charge (5.75%)  2.46%  1.61%  4.83% 
without sales charge  8.72%  2.83%  5.45% 
Class B shares       
with applicable redemption charge   3.50%  1.47%  4.94% 
without redemption  7.50%  1.84%  4.94% 
Class C shares       
with applicable redemption charge ††  6.93%  2.08%  4.68% 
without redemption  7.93%  2.08%  4.68% 
Class I shares  9.01%  3.10%  5.75% 
Morgan Stanley Capital       
International World Index  1.76%  –1.00%  4.54% 

 

Past performance is not predictive of future performance.The fund’s performance shown in the graph and table does not 
reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. 
  The maximum contingent deferred sales charge for Class B shares is 4%.After six years Class B shares convert to 
  Class A shares. 
††  The maximum contingent deferred sales charge for Class C shares is 1% for shares redeemed within one year of the 
  date of purchase. 

 

The Fund  7 

 



UNDERSTANDING YOUR FUND’S EXPENSES (Unaudited)

As a mutual fund investor, you pay ongoing expenses, such as management fees and other expenses. Using the information below, you can estimate how these expenses affect your investment and compare them with the expenses of other funds.You also may pay one-time transaction expenses, including sales charges (loads) and redemption fees, which are not shown in this section and would have resulted in higher total expenses. For more information, see your fund’s prospectus or talk to your financial adviser.

Review your fund’s expenses

The table below shows the expenses you would have paid on a $1,000 investment in Dreyfus Worldwide Growth Fund from May 1, 2011 to October 31, 2011. It also shows how much a $1,000 investment would be worth at the close of the period, assuming actual returns and expenses.

Expenses and Value of a $1,000 Investment             
assuming actual returns for the six months ended October 31, 2011         
    Class A    Class B    Class C    Class I 
Expenses paid per $1,000  $ 6.02  $ 12.05  $ 9.62  $ 5.24 
Ending value (after expenses)  $ 940.90  $ 935.20  $ 937.60  $ 941.90 

 

COMPARING YOUR FUND’S EXPENSES 
WITH THOSE OF OTHER FUNDS (Unaudited) 

 

Using the SEC’s method to compare expenses

The Securities and Exchange Commission (SEC) has established guidelines to help investors assess fund expenses. Per these guidelines, the table below shows your fund’s expenses based on a $1,000 investment, assuming a hypothetical 5% annualized return. You can use this information to compare the ongoing expenses (but not transaction expenses or total cost) of investing in the fund with those of other funds.All mutual fund shareholder reports will provide this information to help you make this comparison. Please note that you cannot use this information to estimate your actual ending account balance and expenses paid during the period.

Expenses and Value of a $1,000 Investment             
assuming a hypothetical 5% annualized return for the six months ended October 31, 2011 
    Class A    Class B    Class C    Class I 
Expenses paid per $1,000  $ 6.26  $ 12.53  $ 10.01  $ 5.45 
Ending value (after expenses)  $ 1,019.00  $ 1,012.75  $ 1,015.27  $ 1,019.81 

 

Expenses are equal to the fund’s annualized expense ratio of 1.23% for Class A, 2.47% for Class B, 1.97% for Class C, and 1.07% for Class I, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

8



STATEMENT OF INVESTMENTS 
October 31, 2011 

 

Common Stocks—96.5%  Shares  Value ($) 
Consumer Discretionary—7.1%     
Arcos Dorados Holdings, Cl. A  110,000  2,574,000 
Finning International  180,000  4,208,400 
LVMH Moet Hennessy Louis Vuitton  15,775  2,624,801 
McDonald’s  207,800  19,294,230 
News, Cl. A  361,400  6,331,728 
    35,033,159 
Consumer Staples—44.0%     
Altria Group  262,500  7,231,875 
British American Tobacco, ADR  60,000  5,535,000 
Christian Dior  230,000  32,557,078 
Coca-Cola  373,100  25,490,192 
Danone, ADR  682,000  9,438,880 
Diageo, ADR  165,000  13,675,200 
L’Oreal, ADR  935,000  20,429,750 
Nestle, ADR  420,000  24,259,200 
PepsiCo  106,175  6,683,716 
Philip Morris International  552,500  38,603,175 
Procter & Gamble  258,000  16,509,420 
SABMiller  135,000  4,930,659 
Walgreen  375,000  12,450,000 
    217,794,145 
Energy—21.6%     
Chevron  263,800  27,712,190 
ConocoPhillips  15,000  1,044,750 
Exxon Mobil  411,008  32,095,615 
Imperial Oil  115,000  4,740,300 
Royal Dutch Shell, Cl. A, ADR  172,000  12,196,520 
Statoil, ADR  394,068  10,021,149 
Total, ADR  359,016  18,776,537 
    106,587,061 

 

The Fund  9 

 



STATEMENT OF INVESTMENTS (continued)

Common Stocks (continued)  Shares      Value ($) 
Financial—2.3%         
ANF Immobilier  2,438      102,823 
Eurazeo  76,809      3,686,343 
GAM Holding  245,000a  2,944,577 
JPMorgan Chase & Co.  65,100      2,262,876 
Zurich Financial Services  10,100 a   2,344,931 
        11,341,550 
Health Care—10.5%         
Abbott Laboratories  190,300      10,251,461 
Johnson & Johnson  203,525      13,104,975 
Novartis, ADR  7,000      395,290 
Novo Nordisk, ADR  50,000      5,315,000 
Roche Holding, ADR  561,000      22,944,900 
        52,011,626 
Information Technology—5.6%         
Apple  32,500a   13,155,350 
Intel  390,941      9,593,692 
International Business Machines  11,000      2,030,930 
Texas Instruments  90,000      2,765,700 
        27,545,672 
Materials—5.4%         
Air Liquide, ADR  708,300      18,238,725 
Freeport-McMoRan Copper & Gold  100,000      4,026,000 
Rio Tinto, ADR  80,000      4,324,800 
        26,589,525 
Total Common Stocks         
(cost $234,211,291)        476,902,738 

 

10



Other Investment—2.9%  Shares  Value ($) 
Registered Investment Company;     
Dreyfus Institutional Preferred     
Plus Money Market Fund     
(cost $14,409,000)  14,409,000b  14,409,000 
 
Total Investments (cost $248,620,291)  99.4%  491,311,738 
Cash and Receivables (Net)  .6%  2,917,694 
Net Assets  100.0%  494,229,432 

 

ADR—American Depository Receipts 
a  Non-income producing security. 
b  Investment in affiliated money market mutual fund. 

 

Portfolio Summary (Unaudited)     
 
  Value (%)    Value (%) 
Consumer Staples  44.0  Materials  5.4 
Energy  21.6  Money Market Investment  2.9 
Health Care  10.5  Financial  2.3 
Consumer Discretionary  7.1     
Information Technology  5.6    99.4 

 

† Based on net assets. 
See notes to financial statements. 

 

The Fund  11 

 



STATEMENT OF ASSETS AND LIABILITIES 
October 31, 2011 

 

      Cost  Value 
Assets ($):         
Investments in securities—See Statement of Investments:     
Unaffiliated issuers      234,211,291  476,902,738 
Affiliated issuers      14,409,000  14,409,000 
Cash        829,410 
Receivable for shares of Common Stock subscribed      3,215,322 
Dividends receivable        383,819 
Prepaid expenses        29,672 
        495,769,961 
Liabilities ($):         
Due to The Dreyfus Corporation and affiliates—Note 3(c)      521,354 
Payable for investment securities purchased      456,844 
Payable for shares of Common Stock redeemed      343,821 
Accrued expenses        218,510 
        1,540,529 
Net Assets ($)        494,229,432 
Composition of Net Assets ($):         
Paid-in capital        235,989,055 
Accumulated undistributed investment income—net      2,458,635 
Accumulated net realized gain (loss) on investments      13,072,365 
Accumulated net unrealized appreciation (depreciation)       
on investments and foreign currency transactions      242,709,377 
Net Assets ($)        494,229,432 
 
 
Net Asset Value Per Share         
  Class A  Class B  Class C  Class I 
Net Assets ($)  417,813,893  2,336,042  51,865,790  22,213,707 
Shares Outstanding  9,932,763  58,456  1,348,353  523,055 
Net Asset Value Per Share ($)  42.06  39.96  38.47  42.47 
 
See notes to financial statements.         

 

12



STATEMENT OF OPERATIONS 
Year Ended October 31, 2011 

 

Investment Income ($):   
Income:   
Cash dividends (net of $1,132,492 foreign taxes withheld at source):   
Unaffiliated issuers  13,533,249 
Affiliated issuers  3,216 
Total Income  13,536,465 
Expenses:   
Management fee—Note 3(a)  3,462,067 
Shareholder servicing costs—Note 3(c)  1,921,321 
Distribution fees—Note 3(b)  412,517 
Professional fees  94,626 
Registration fees  60,650 
Custodian fees—Note 3(c)  56,050 
Prospectus and shareholders’ reports  55,009 
Directors’ fees and expenses—Note 3(d)  20,924 
Loan commitment fees—Note 2  7,752 
Miscellaneous  26,613 
Total Expenses  6,117,529 
Less—reduction in fees due to earnings credits—Note 3(c)  (1,806) 
Net Expenses  6,115,723 
Investment Income—Net  7,420,742 
Realized and Unrealized Gain (Loss) on Investments—Note 4 ($):   
Net realized gain (loss) on investments and foreign currency transactions  13,091,426 
Net unrealized appreciation (depreciation) on   
investments and foreign currency transactions  15,121,417 
Net Realized and Unrealized Gain (Loss) on Investments  28,212,843 
Net Increase in Net Assets Resulting from Operations  35,633,585 
 
See notes to financial statements.   

 

The Fund  13 

 



STATEMENT OF CHANGES IN NET ASSETS

  Year Ended October 31, 
  2011  2010 
Operations ($):     
Investment income—net  7,420,742  6,819,256 
Net realized gain (loss) on investments  13,091,426  9,478,590 
Net unrealized appreciation     
(depreciation) on investments  15,121,417  38,907,954 
Net Increase (Decrease) in Net Assets     
Resulting from Operations  35,633,585  55,205,800 
Dividends to Shareholders from ($):     
Investment income—net:     
Class A Shares  (7,324,765)  (7,114,471) 
Class B Shares  (27,062)  (81,614) 
Class C Shares  (699,415)  (725,614) 
Class I Shares  (95,994)  (83,147) 
Net realized gain on investments:     
Class A Shares  (8,117,585)  (7,474,191) 
Class B Shares  (123,245)  (225,266) 
Class C Shares  (1,158,274)  (1,130,749) 
Class I Shares  (92,239)  (74,573) 
Total Dividends  (17,638,579)  (16,909,625) 
Capital Stock Transactions ($):     
Net proceeds from shares sold:     
Class A Shares  76,739,627  20,652,172 
Class B Shares  178,198  293,773 
Class C Shares  6,130,944  2,402,480 
Class I Shares  20,664,722  3,842,950 
Dividends reinvested:     
Class A Shares  13,273,005  12,810,519 
Class B Shares  133,979  280,120 
Class C Shares  1,293,727  1,327,507 
Class I Shares  107,631  78,192 
Cost of shares redeemed:     
Class A Shares  (66,303,351)  (60,960,163) 
Class B Shares  (4,278,272)  (6,783,595) 
Class C Shares  (7,399,631)  (10,130,104) 
Class I Shares  (2,363,143)  (2,304,831) 
Increase (Decrease) in Net Assets     
from Capital Stock Transactions  38,177,436  (38,490,980) 
Total Increase (Decrease) in Net Assets  56,172,442  (194,805) 
Net Assets ($):     
Beginning of Period  438,056,990  438,251,795 
End of Period  494,229,432  438,056,990 
Undistributed investment income—net  2,458,635  3,173,694 

 

14



  Year Ended October 31, 
  2011  2010 
Capital Share Transactions:     
Class Aa     
Shares sold  1,808,479  516,273 
Shares issued for dividends reinvested  336,711  346,137 
Shares redeemed  (1,597,951)  (1,654,944) 
Net Increase (Decrease) in Shares Outstanding  547,239  (792,534) 
Class Ba     
Shares sold  4,529  7,138 
Shares issued for dividends reinvested  3,544  7,918 
Shares redeemed  (108,171)  (192,764) 
Net Increase (Decrease) in Shares Outstanding  (100,098)  (177,708) 
Class C     
Shares sold  161,662  63,783 
Shares issued for dividends reinvested  35,659  38,827 
Shares redeemed  (194,643)  (298,367) 
Net Increase (Decrease) in Shares Outstanding  2,678  (195,757) 
Class I     
Shares sold  483,331  101,558 
Shares issued for dividends reinvested  2,710  2,098 
Shares redeemed  (56,779)  (62,660) 
Net Increase (Decrease) in Shares Outstanding  429,262  40,996 

 

a     

During the period ended October 31, 2011, 51,623 Class B shares representing $2,035,624 were automatically converted to 49,293 Class A shares and during the period ended October 31, 2010, 94,483 Class B shares representing $3,332,637 were automatically converted to 89,963 Class A shares.

See notes to financial statements.

The Fund  15 

 



FINANCIAL HIGHLIGHTS

The following tables describe the performance for each share class for the fiscal periods indicated.All information (except portfolio turnover rate) reflects financial results for a single fund share.Total return shows how much your investment in the fund would have increased (or decreased) during each period, assuming you had reinvested all dividends and distributions.These figures have been derived from the fund’s financial statements.

    Year Ended October 31,   
Class A Shares  2011  2010  2009  2008  2007 
Per Share Data ($):           
Net asset value, beginning of period  40.31  36.61  31.89  47.58  40.85 
Investment Operations:           
Investment income—neta  .70  .63  .65  .60  .41 
Net realized and unrealized           
gain (loss) on investments  2.71  4.53  4.26  (15.59)  6.68 
Total from Investment Operations  3.41  5.16  4.91  (14.99)  7.09 
Distributions:           
Dividends from investment income—net  (.79)  (.71)  (.19)  (.70)  (.36) 
Dividends from net realized           
gain on investments  (.87)  (.75)       
Total Distributions  (1.66)  (1.46)  (.19)  (.70)  (.36) 
Net asset value, end of period  42.06  40.31  36.61  31.89  47.58 
Total Return (%)b  8.72  14.48  15.50  (31.93)  17.47 
Ratios/Supplemental Data (%):           
Ratio of total expenses           
to average net assets  1.24  1.26  1.34  1.23  1.24 
Ratio of net expenses           
to average net assets  1.24  1.26  1.33  1.22  1.24 
Ratio of net investment income           
to average net assets  1.70  1.70  2.08  1.41  .94 
Portfolio Turnover Rate  7.85  .34  3.53  3.38  1.21 
Net Assets, end of period ($ x 1,000)  417,814  378,374  372,623  359,328  615,183 

 

a     

Based on average shares outstanding at each month end.

b     

Exclusive of sales charge.

See notes to financial statements.

16



    Year Ended October 31,   
Class B Shares  2011  2010  2009  2008  2007 
Per Share Data ($):           
Net asset value, beginning of period  38.21  34.69  30.32  45.08  38.71 
Investment Operations:           
Investment income—neta  .26  .26  .34  .21  .05 
Net realized and unrealized           
gain (loss) on investments  2.55  4.28  4.03  (14.83)  6.32 
Total from Investment Operations  2.81  4.54  4.37  (14.62)  6.37 
Distributions:           
Dividends from investment income—net  (.19)  (.27)    (.14)   
Dividends from net realized           
gain on investments  (.87)  (.75)       
Total Distributions  (1.06)  (1.02)    (.14)   
Net asset value, end of period  39.96  38.21  34.69  30.32  45.08 
Total Return (%)b  7.50  13.32  14.45  (32.52)  16.46 
Ratios/Supplemental Data (%):           
Ratio of total expenses           
to average net assets  2.33  2.24  2.30  2.10  2.09 
Ratio of net expenses           
to average net assets  2.33  2.24  2.28  2.09  2.09 
Ratio of net investment income           
to average net assets  .67  .75  1.18  .53  .13 
Portfolio Turnover Rate  7.85  .34  3.53  3.38  1.21 
Net Assets, end of period ($ x 1,000)  2,336  6,059  11,666  19,241  55,214 

 

a     

Based on average shares outstanding at each month end.

b     

Exclusive of sales charge.

See notes to financial statements.

The Fund  17 

 



FINANCIAL HIGHLIGHTS (continued)

    Year Ended October 31,   
Class C Shares  2011  2010  2009  2008  2007 
Per Share Data ($):           
Net asset value, beginning of period  37.01  33.74  29.42  43.96  38.15 
Investment Operations:           
Investment income—neta  .37  .33  .39  .27  .08 
Net realized and unrealized           
gain (loss) on investments  2.49  4.17  3.93  (14.42)  6.20 
Total from Investment Operations  2.86  4.50  4.32  (14.15)  6.28 
Distributions:           
Dividends from investment income—net  (.53)  (.48)    (.39)  (.47) 
Dividends from net realized           
gain on investments  (.87)  (.75)       
Total Distributions  (1.40)  (1.23)    (.39)  (.47) 
Net asset value, end of period  38.47  37.01  33.74  29.42  43.96 
Total Return (%)b  7.93  13.66  14.68  (32.45)  16.61 
Ratios/Supplemental Data (%):           
Ratio of total expenses           
to average net assets  1.97  1.99  2.07  1.95  1.97 
Ratio of net expenses           
to average net assets  1.97  1.99  2.06  1.95  1.97 
Ratio of net investment income           
to average net assets  .97  .97  1.37  .68  .20 
Portfolio Turnover Rate  7.85  .34  3.53  3.38  1.21 
Net Assets, end of period ($ x 1,000)  51,866  49,806  52,011  55,114  94,893 

 

a     

Based on average shares outstanding at each month end.

b     

Exclusive of sales charge.

See notes to financial statements.

18



    Year Ended October 31,   
Class I Shares  2011  2010  2009  2008  2007a 
Per Share Data ($):           
Net asset value, beginning of period  40.71  36.96  32.21  48.06  41.27 
Investment Operations:           
Investment income—netb  .65  .78  .80  .70  .52 
Net realized and unrealized           
gain (loss) on investments  2.89  4.55  4.24  (15.74)  6.75 
Total from Investment Operations  3.54  5.33  5.04  (15.04)  7.27 
Distributions:           
Dividends from investment income—net  (.91)  (.83)  (.29)  (.81)  (.48) 
Dividends from net realized           
gain on investments  (.87)  (.75)       
Total Distributions  (1.78)  (1.58)  (.29)  (.81)  (.48) 
Net asset value, end of period  42.47  40.71  36.96  32.21  48.06 
Total Return (%)  9.01  14.82  15.84  (31.79)  17.76 
Ratios/Supplemental Data (%):           
Ratio of total expenses           
to average net assets  1.02  .98  1.08  .98  .98 
Ratio of net expenses           
to average net assets  1.02  .98  1.06  .98  .98 
Ratio of net investment income           
to average net assets  1.70  2.03  2.47  1.66  1.17 
Portfolio Turnover Rate  7.85  .34  3.53  3.38  1.21 
Net Assets, end of period ($ x 1,000)  22,214  3,818  1,951  1,230  1,909 

 

a     

Effective June 1, 2007, Class R shares were redesignated as Class I shares.

b     

Based on average shares outstanding at each month end.

See notes to financial statements.

The Fund  19 

 



NOTES TO FINANCIAL STATEMENTS

NOTE 1—Significant Accounting Policies:

Dreyfus Worldwide Growth Fund (the “fund”) is the sole series of Dreyfus Premier Worldwide Growth Fund, Inc. (the “Company”), which is registered under the Investment Company Act of 1940, as amended (the “Act”), as a diversified open-end management investment company.The fund’s investment objective is to seek long-term capital appreciation consistent with the preservation of capital. The Dreyfus Corporation (the “Manager” or “Dreyfus”), a wholly owned subsidiary ofThe Bank of NewYork Mellon Corporation (“BNY Mellon”), serves as the fund’s investment adviser. Fayez Sarofim & Co. (“Sarofim & Co.”) serves as the fund’s sub-investment adviser.

MBSC Securities Corporation (the “Distributor”), a wholly-owned subsidiary of Dreyfus, is the distributor of the fund’s shares.The fund is authorized to issue 100 million shares of $.001 par value Common Stock in each of the following classes of shares: Class A, Class B, Class C and Class I. Class A shares are subject to a sales charge imposed at the time of purchase. Class B shares are subject to a contingent deferred sales charge (“CDSC”) imposed on Class B share redemptions made within six years of purchase and automatically convert to Class A shares after six years. The fund no longer offers Class B shares, except in connection with dividend reinvestment and permitted exchanges of Class B shares and, effective on or about March 13, 2012, all outstanding Class B shares will automatically covert to Class A shares. Class C shares are subject to a CDSC on Class C shares redeemed within one year of purchase. Class I shares are sold at net asset value per share only to institutional investors. Other differences between the classes include the services offered to and the expenses borne by each class, the allocation of certain transfer agency costs and certain voting rights. Income, expenses (other than expenses attributable to a specific class) and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets.

20



The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) is the exclusive reference of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal laws are also sources of authoritative GAAP for SEC registrants. The fund’s financial statements are prepared in accordance with GAAP, which may require the use of management estimates and assumptions.Actual results could differ from those estimates.

The Company enters into contracts that contain a variety of indemnifications.The fund’s maximum exposure under these arrangements is unknown.The fund does not anticipate recognizing any loss related to these arrangements.

(a) Portfolio valuation: The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e. the exit price). GAAP establishes a fair value hierarchy that prioritizes the inputs of valuation techniques used to measure fair value.This hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

Additionally, GAAP provides guidance on determining whether the volume and activity in a market has decreased significantly and whether such a decrease in activity results in transactions that are not orderly. GAAP requires enhanced disclosures around valuation inputs and techniques used during annual and interim periods.

The Fund  21 

 



NOTES TO FINANCIAL STATEMENTS (continued)

Various inputs are used in determining the value of the fund’s investments relating to fair value measurements.These inputs are summarized in the three broad levels listed below:

Level 1—unadjusted quoted prices in active markets for identical investments.

Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.).

Level 3—significant unobservable inputs (including the fund’s own assumptions in determining the fair value of investments).

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. Valuation techniques used to value the fund’s investments are as follows:

Investments in securities are valued at the last sales price on the securities exchange or national securities market on which such securities are primarily traded. Securities listed on the National Market System for which market quotations are available are valued at the official closing price or, if there is no official closing price that day, at the last sales price. Securities not listed on an exchange or the national securities market, or securities for which there were no transactions, are valued at the average of the most recent bid and asked prices, except for open short positions, where the asked price is used for valuation purposes. Bid price is used when no asked price is available. Registered investment companies that are not traded on an exchange are valued at their net asset value.All preceding securities are categorized within Level 1 of the fair value hierarchy.

Fair valuing of securities may be determined with the assistance of a pricing service using calculations based on indices of domestic securities and other appropriate indicators, such as prices of relevant ADRs and futures contracts. Utilizing these techniques may result in transfers between Level 1 and Level 2 of the fair value hierarchy.

22



When market quotations or official closing prices are not readily available, or are determined not to reflect accurately fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded (for example, a foreign exchange or market), but before the fund calculates its net asset value, the fund may value these investments at fair value as determined in accordance with the procedures approved by the Board of Directors. Certain factors may be considered when fair valuing investments such as: fundamental analytical data, the nature and duration of restrictions on disposition, an evaluation of the forces that influence the market in which the securities are purchased and sold, and public trading in similar securities of the issuer or comparable issuers.These securities are either categorized as Level 2 or 3 depending on the relevant inputs used.

For restricted securities where observable inputs are limited, assumptions about market activity and risk are used and are categorized within Level 3 of the fair value hierarchy.

Investments denominated in foreign currencies are translated to U.S. dollars at the prevailing rates of exchange.These securities are generally categorized within Level 2 of the fair value hierarchy.

The following is a summary of the inputs used as of October 31, 2011 in valuing the fund’s investments:

    Level 2—Other  Level 3—   
  Level 1—  Significant  Significant   
  Unadjusted  Observable  Unobservable   
  Quoted Prices  Inputs  Inputs  Total 
Assets ($)         
Investments in Securities:       
Equity Securities—         
Domestic  250,637,875      250,637,875 
Equity Securities—         
Foreign  226,264,863      226,264,863 
Mutual Funds  14,409,000      14,409,000 
† See Statement of Investments for additional detailed categorizations.   

 

The Fund  23 

 



NOTES TO FINANCIAL STATEMENTS (continued)

In May 2011, FASB issued Accounting Standards Update (“ASU”) No. 2011-04 “Amendments to Achieve Common FairValue Measurement and Disclosure Requirements in GAAP and International Financial Reporting Standards (“IFRS”)” (“ASU 2011-04”). ASU 2011-04 includes common requirements for measurement of and disclosure about fair value between GAAP and IFRS. ASU 2011-04 will require reporting entities to disclose the following information for fair value measurements categorized within Level 3 of the fair value hierarchy: quantitative information about the unobservable inputs used in the fair value measurement, the valuation processes used by the reporting entity and a narrative description of the sensitivity of the fair value measurement to changes in unobservable inputs and the interrelationships between those unobservable inputs. In addition, ASU 2011-04 will require reporting entities to make disclosures about amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value mea-surements.The new and revised disclosures are effective for interim and annual reporting periods beginning after December 15, 2011. At this time, management is evaluating the implications of ASU 2011-04 and its impact on the financial statements.

(b) Foreign currency transactions: The fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in the market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.

Net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized on securities transactions between trade and settlement date and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities other than investments resulting from changes in exchange rates. Foreign currency gains and losses on investments are included with net realized and unrealized gain or loss on investments.

24



(c) Securities transactions and investment income: Securities transactions are recorded on a trade date basis. Realized gains and losses from securities transactions are recorded on the identified cost basis. Dividend income is recognized on the ex-dividend date and interest income, including, where applicable, accretion of discount and amortization of premium on investments, is recognized on the accrual basis.

Investing in foreign markets may involve special risks and considerations not typically associated with investing in the U.S. These risks include revaluation of currencies, high rates of inflation, repatriation restrictions on income and capital, and adverse political and economic developments. Moreover, securities issued in these markets may be less liquid, subject to government ownership controls and delayed settlements, and their prices may be more volatile than those of comparable securities in the U.S.

(d) Affiliated issuers: Investments in other investment companies advised by Dreyfus are defined as “affiliated” in the Act.

The fund may invest in shares of certain affiliated investment companies also advised or managed by Dreyfus. Investments in affiliated investment companies for the period ended October 31, 2011 were as follows:

Affiliated               
Investment  Value       Value   Net 
Company  10/31/2010 ($)  Purchases ($)  Sales ($)  10/31/2011 ($)  Assets (%) 
Dreyfus               
Institutional               
Preferred               
Plus Money               
Market Fund  1,243,000   68,517,000  55,351,000  14,409,000   2.9 

 

(e) Dividends to shareholders: Dividends are recorded on the ex-dividend date. Dividends from investment income-net and dividends from net realized capital gains are normally declared and paid annually, 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”).To the extent that net realized capital gains can be offset by capital loss carryovers, it is the policy of the fund

The Fund  25 

 



NOTES TO FINANCIAL STATEMENTS (continued)

not to distribute such gains. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

(f) Federal income taxes: It is the policy of the fund to continue to qualify as a regulated investment company, if such qualification is in the best interests of its shareholders, by complying with the applicable provisions of the Code, and to make distributions of taxable income sufficient to relieve it from substantially all federal income and excise taxes.

As of and during the period ended October 31, 2011, the fund did not have any liabilities for any uncertain tax positions.The fund recognizes interest and penalties, if any, related to uncertain tax positions as income tax expense in the Statement of Operations. During the period, the fund did not incur any interest or penalties.

Each of the tax years in the four-year period ended October 31, 2011 remains subject to examination by the Internal Revenue Service and state taxing authorities.

At October 31, 2011, the components of accumulated earnings on a tax basis were as follows: undistributed ordinary income $4,449,204, undistributed capital gains $12,973,992 and unrealized appreciation $240,817,181.

The tax character of distributions paid to shareholders during the fiscal periods ended October 31, 2011 and October 31, 2010 were as follows: ordinary income $8,208,022 and $8,004,846 and long-term capital gains $9,430,557 and $8,904,779, respectively.

During the period ended October 31, 2011, as a result of permanent book to tax differences, primarily due to the tax treatment for foreign currency gains and losses, the fund increased accumulated undistributed investment income-net by $11,435 and decreased accumulated net realized gain (loss) on investments by the same amount. Net assets and net asset value per share were not affected by this reclassification.

26



NOTE 2—Bank Lines of Credit:

The fund participates with other Dreyfus-managed funds in a $225 million unsecured credit facility led by Citibank, N.A. and a $300 million unsecured credit facility provided by The Bank of New York Mellon, a subsidiary of BNY Mellon and an affiliate of Dreyfus (each, a “Facility”), each to be utilized primarily for temporary or emergency purposes, including the financing of redemptions. In connection therewith, the fund has agreed to pay its pro rata portion of commitment fees for each Facility. Interest is charged to the fund based on rates determined pursuant to the terms of the respective Facility at the time of borrowing. During the period ended October 31, 2011, the fund did not borrow under the Facilities.

NOTE 3—Management Fee, Sub-Investment Advisory Fee and Other Transactions with Affiliates:

(a) Pursuant to a management agreement with Dreyfus, the management fee is computed at the annual rate of .75% of the value of the fund’s average daily net assets and is payable monthly.

Pursuant to a sub-investment advisory agreement between Dreyfus and Sarofim & Co., Dreyfus pays Sarofim & Co. a fee at the annual rate of .2175% of the value of the fund’s average daily net assets and is payable monthly.

During the period ended October 31, 2011, the Distributor retained $31,648 from commissions earned on sales of the fund’s Class A shares and $4,054 and $5,340 from CDSCs on redemptions of the fund’s Class B and Class C shares, respectively.

(b) Under the Distribution Plan (the “Plan”) adopted pursuant to Rule 12b-1 under the Act, Class B and Class C shares pay the Distributor for distributing their shares at an annual rate of .75% of the value of the average daily net assets of Class B and Class C shares. During the period

The Fund  27 

 



NOTES TO FINANCIAL STATEMENTS (continued)

ended October 31, 2011, Class B and Class C shares were charged $29,783 and $382,734, respectively, pursuant to the Plan.

(c) Under the Shareholder Services Plan, Class A, Class B and Class C shares pay the Distributor at an annual rate of .25% of the value of their average daily net assets for the provision of certain services.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. The Distributor may make payments to Service Agents (a securities dealer, financial institution or other industry professional) in respect of these services.The Distributor determines the amounts to be paid to Service Agents. During the period ended October 31, 2011, Class A, Class B and Class C shares were charged $998,580, $9,928 and $127,578, respectively, pursuant to the Shareholder Services Plan.

The fund compensates Dreyfus Transfer, Inc., a wholly-owned subsidiary of Dreyfus, under a transfer agency agreement for providing personnel and facilities to perform transfer agency services for the fund. During the period ended October 31, 2011, the fund was charged $297,016 pursuant to the transfer agency agreement, which is included in Shareholder servicing costs in the Statement of Operations.

The fund has arrangements with the custodian and cash management bank whereby the fund may receive earnings credits when positive cash balances are maintained, which are used to offset custody and cash management fees. For financial reporting purposes, the fund includes net earnings credits as an expense offset in the Statement of Operations.

The fund compensates The Bank of New York Mellon under a cash management agreement for performing cash management services related to fund subscriptions and redemptions. During the period ended October 31, 2011, the fund was charged $44,184 pursuant to

28



the cash management agreement, which is included in Shareholder servicing costs in the Statement of Operations. These fees were partially offset by earnings credits of $1,806.

The fund also compensates The Bank of New York Mellon under a custody agreement for providing custodial services for the fund. During the period ended October 31, 2011, the fund was charged $56,050 pursuant to the custody agreement.

During the period ended October 31, 2011, the fund was charged $6,751 for services performed by the Chief Compliance Officer.

The components of “Due toThe Dreyfus Corporation and affiliates” in the Statement of Assets and Liabilities consist of: management fees $297,004, Rule 12b-1 distribution plan fees $33,468, shareholder services plan fees $96,263, custodian fees $14,701, chief compliance officer fees $4,246 and transfer agency per account fees $75,672.

(d) Each Board member also serves as a Board member of other funds within the Dreyfus complex. Annual retainer fees and attendance fees are allocated to each fund based on net assets.

NOTE 4—Securities Transactions:

The aggregate amount of purchases and sales of investment securities, excluding short-term securities, during the period ended October 31, 2011, amounted to $48,976,514 and $36,095,283, respectively.

At October 31, 2011, the cost of investments for federal income tax purposes was $250,512,487; accordingly, accumulated net unrealized appreciation on investments was $240,799,251, consisting of $248,472,259 gross unrealized appreciation and $7,673,008 gross unrealized depreciation.

The Fund  29 

 



REPORT OF INDEPENDENT REGISTERED 
PUBLIC ACCOUNTING FIRM 

 

Shareholders and Board of Directors
Dreyfus Worldwide Growth Fund

We have audited the accompanying statement of assets and liabilities, including the statement of investments, of Dreyfus Worldwide Growth Fund (the sole series comprising Dreyfus Premier Worldwide Growth Fund, Inc.) as of October 31, 2011 and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended and financial highlights for each of the years indicated therein. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement.We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2011 by correspondence with the custodian and others. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of DreyfusWorldwide Growth Fund at October 31, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the indicated years, in conformity with U.S. generally accepted accounting principles.

New York, New York 
December 29, 2011 

 

30 

 



IMPORTATION TAX INFORMATION (Unaudited)

In accordance with federal tax law, the fund hereby designates 95.35% of the ordinary dividends paid during the fiscal year ended October 31, 2011 as qualifying for the corporate dividends received deduction. For the fiscal year ended October 31, 2011, certain dividends paid by the fund may be subject to a maximum tax rate of 15%, as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003. Of the distributions paid during the fiscal year, $8,208,022 represents the maximum amount that may be considered qualified dividend income. Shareholders will receive notification in early 2012 of the percentage applicable to the preparation of their 2011 income tax returns. Also, the fund hereby designates $.8688 per share as a long-term capital gain distribution and $.0056 per share as a short-term capital gain distribution paid on December 20, 2010.

The Fund  31 

 



INFORMATION ABOUT THE RENEWAL OF THE 
FUND’S MANAGEMENT AND SUB-INVESTMENT 
ADVISORY AGREEMENTS (Unaudited) 

 

At a meeting of the fund’s Board of Directors held on July 26, 2011, the Board considered the renewal of the fund’s Management Agreement pursuant to which Dreyfus provides the fund with investment advisory and administrative services (the “Agreement”), and the Sub-Investment Advisory Agreement (together, the “Agreements”), pursuant to which Fayez Sarofim & Co. (the “Sub-Adviser”) provides day-to-day management of the fund’s investments.The Board members, none of whom are “interested persons” (as defined in the Investment Company Act of 1940, as amended) of the fund, were assisted in their review by independent legal counsel and met with counsel in executive session separate from representatives of Dreyfus and the Sub-Adviser. In considering the renewal of the Agreements, the Board considered all factors that it believed to be relevant, including those discussed below.The Board did not identify any one factor as dispositive, and each Board member may have attributed different weights to the factors considered.

Analysis of Nature, Extent, and Quality of Services Provided to the Fund.The Board members considered information previously provided to them in presentations from representatives of Dreyfus regarding the nature, extent, and quality of the services provided to funds in the Dreyfus fund complex, and representatives of Dreyfus confirmed that there had been no material changes in this information. Dreyfus provided the number of open accounts in the fund, the fund’s asset size and the allocation of fund assets among distribution channels. Dreyfus also had previously provided information regarding the diverse intermediary relationships and distribution channels of funds in the Dreyfus fund complex and Dreyfus’ corresponding need for broad, deep, and diverse resources to be able to provide ongoing shareholder services to each distribution channel, including the distribution channel(s) for the fund.

The Board members also considered research support available to, and portfolio management capabilities of, the fund’s portfolio management personnel and that Dreyfus also provides oversight of day-to-day fund operations, including fund accounting and administration and assistance in meeting legal and regulatory requirements.The Board members also

32



considered Dreyfus’ extensive administrative, accounting, and compliance infrastructures, as well as Dreyfus’ supervisory activities over the Sub-Adviser. The Board also considered portfolio management’s brokerage policies and practices (including policies and practices regarding soft dollars) and the standards applied in seeking best execution.

Comparative Analysis of the Fund’s Performance and Management Fee and Expense Ratio.The Board members reviewed reports prepared by Lipper, Inc. (“Lipper”), an independent provider of investment company data, which included information comparing (1) the fund’s performance with the performance of a group of comparable funds (the “Performance Group”) and with a broader group of funds (the “Performance Universe”), all for various periods ended June 30, 2011, and (2) the fund’s actual and contractual management fees and total expenses with those of a group of comparable funds (the “Expense Group”) and with a broader group of funds (the “Expense Universe”), the information for which was derived in part from fund financial statements available to Lipper as of June 30, 2011. Dreyfus previously had furnished the Board with a description of the methodology Lipper used to select the Performance Group and Performance Universe and the Expense Group and Expense Universe.

Dreyfus representatives stated that the usefulness of performance comparisons may be affected by a number of factors, including different investment limitations that may be applicable to the fund and comparison funds.The Board members discussed the results of the comparisons and noted that the fund’s total return performance was above the Performance Group and Performance Universe medians. The Board members also noted that the fund ranked in the first quartile of the Performance Group and Performance Universe in most of the periods. Dreyfus also provided a comparison of the fund’s calendar year total returns to the returns of the fund’s benchmark index.

The Fund  33 

 



INFORMATION ABOUT THE RENEWAL OF THE FUND’S MANAGEMENT 
AND SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited) (continued) 

 

The Board members also reviewed the range of actual and contractual management fees and total expenses of the Expense Group and Expense Universe funds and discussed the results of the comparisons.They noted that the fund’s contractual management fee was below the Expense Group median and the fund’s actual management fee and total expenses were below the Expense Group and Expense Universe medians.

Representatives of Dreyfus reviewed with the Board members the management or investment advisory fees (1) paid by funds advised or administered by Dreyfus that are in the same Lipper category as the fund and (2) paid to Dreyfus or the Sub-Adviser or its affiliates for advising any separate accounts and/or other types of client portfolios that are considered to have similar investment strategies and policies as the fund (the “Similar Clients”), and explained the nature of the Similar Clients.They discussed differences in fees paid and the relationship of the fees paid in light of any differences in the services provided and other relevant factors.The Board members considered the relevance of the fee information provided for the Similar Clients to evaluate the appropriateness and reasonableness of the fund’s management fee.

The Board considered the fee to the Sub-Adviser in relation to the fee paid to Dreyfus by the fund and the respective services provided by the Sub-Adviser and Dreyfus.The Board also noted the Sub-Adviser’s fee is paid by Dreyfus (out of its fee from the fund) and not the fund.

Analysis of Profitability and Economies of Scale. Dreyfus’ representatives reviewed the expenses allocated and profit received by Dreyfus and the resulting profitability percentage for managing the fund, and the method used to determine the expenses and profit. The Board concluded that the profitability results were not unreasonable, given the services rendered and service levels provided by Dreyfus.The Board previously had been provided with information prepared by an independent consulting firm regarding Dreyfus’ approach to allocating costs to, and determining the profitability of, individual funds and the entire Dreyfus fund complex. The consulting firm also had analyzed where any economies of scale might emerge in connection with the management of a fund.

34



The Board’s counsel stated that the Board members should consider the profitability analysis (1) as part of their evaluation of whether the fees under the Agreements bear a reasonable relationship to the mix of services provided by Dreyfus and the Sub-Adviser, including the nature, extent and quality of such services, and (2) in light of the relevant circumstances for the fund and the extent to which economies of scale would be realized if the fund grows and whether fee levels reflect these economies of scale for the benefit of fund shareholders. Since Dreyfus, and not the fund, pays the Sub-Adviser pursuant to the Sub-Investment Advisory Agreement, the Board did not consider the Sub-Adviser’s profitability to be relevant to its deliberations. Dreyfus representatives noted that, as a result of shared and allocated costs among funds in the Dreyfus fund complex, the extent of economies of scale could depend substantially on the level of assets in the complex as a whole, so that increases and decreases in complex-wide assets can affect potential economies of scale in a manner that is disproportionate to, or even in the opposite direction from, changes in the fund’s asset level.The Board members also considered potential benefits to Dreyfus and the Sub-Adviser from acting as investment adviser and sub-investment adviser, respectively, and noted that there were no soft dollar arrangements in effect for trading the fund’s investments.

At the conclusion of these discussions, the Board agreed that it had been furnished with sufficient information to make an informed business decision with respect to the renewal of the Agreements. Based on the discussions and considerations as described above, the Board concluded and determined as follows.

  • The Board concluded that the nature, extent and quality of the services provided by Dreyfus and the Sub-Adviser are adequate and appropriate.

  • The Board was satisfied with the fund’s performance.

  • The Board concluded that the fees paid to Dreyfus and the Sub- Adviser were reasonable in light of the considerations described above.

The Fund  35 

 



INFORMATION ABOUT THE RENEWAL OF THE FUND’S MANAGEMENT 
AND SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited) (continued) 

 

  • The Board determined that the economies of scale which may accrue to Dreyfus and its affiliates in connection with the management of the fund had been adequately considered in connection with the fee rate charged to the fund pursuant to the Agreements and that, to the extent in the future it were determined that material economies of scale had not been shared with the fund, the Board would seek to have those economies of scale shared with the fund.

The Board members considered these conclusions and determinations, along with information received on a routine and regular basis throughout the year. In addition, it should be noted that the Board’s consideration of the contractual fee arrangements for this fund had the benefit of a number of years of reviews of prior or similar agreements during which lengthy discussions took place between the Board members and Dreyfus representatives. Certain aspects of the arrangements may receive greater scrutiny in some years than in others, and the Board members’ conclusions may be based, in part, on their consideration of the same or similar arrangements in prior years. The Board members determined that renewal of the Agreements was in the best interests of the fund and its shareholders.

36









OFFICERS OF THE FUND (Unaudited)

BRADLEY J. SKAPYAK, President since January 2010.

Chief Operating Officer and a director of the Manager since June 2009. From April 2003 to June 2009, Mr. Skapyak was the head of the Investment Accounting and Support Department of the Manager. He is an officer of 75 investment companies (comprised of 167 portfolios) managed by the Manager. He is 52 years old and has been an employee of the Manager since February 1988.

MICHAEL A. ROSENBERG, Vice President and Secretary since August 2005.

Assistant General Counsel of BNY Mellon, and an officer of 76 investment companies (comprised of 192 portfolios) managed by the Manager. He is 51 years old and has been an employee of the Manager since October 1991.

KIESHA ASTWOOD, Vice President and Assistant Secretary since December 2009.

Counsel of BNY Mellon, and an officer of 76 investment companies (comprised of 192 portfolios) managed by the Manager. She is 38 years old and has been an employee of the Manager since July 1995.

JAMES BITETTO, Vice President and Assistant Secretary since August 2005.

Senior Counsel of BNY Mellon and Secretary of the Manager, and an officer of 76 investment companies (comprised of 192 portfolios) managed by the Manager. He is 45 years old and has been an employee of the Manager since December 1996.

JONI LACKS CHARATAN, Vice President and Assistant Secretary since August 2005.

Senior Counsel of BNY Mellon, and an officer of 76 investment companies (comprised of 192 portfolios) managed by the Manager. She is 55 years old and has been an employee of the Manager since October 1988.

JOSEPH M. CHIOFFI, Vice President and Assistant Secretary since August 2005.

Senior Counsel of BNY Mellon, and an officer of 76 investment companies (comprised of 192 portfolios) managed by the Manager. He is 49 years old and has been an employee of the Manager since June 2000.

KATHLEEN DENICHOLAS, Vice President and Assistant Secretary since December 2009.

Managing Counsel of BNY Mellon, and an officer of 76 investment companies (comprised of 192 portfolios) managed by the Manager. She is 37 years old and has been an employee of the Manager since February 2001.

JANETTE E. FARRAGHER, Vice President and Assistant Secretary since August 2005.

Assistant General Counsel of BNY Mellon, and an officer of 76 investment companies (comprised of 192 portfolios) managed by the Manager. She is 48 years old and has been an employee of the Manager since February 1984.

JOHN B. HAMMALIAN, Vice President and Assistant Secretary since August 2005.

Senior Managing Counsel of BNY Mellon, and an officer of 76 investment companies (comprised of 192 portfolios) managed by the Manager. He is 48 years old and has been an employee of the Manager since February 1991.

M. CRISTINA MEISER, Vice President and Assistant Secretary since December 2009.

Senior Counsel of BNY Mellon, and an officer of 76 investment companies (comprised of 192 portfolios) managed by the Manager. She is 41 years old and has been an employee of the Manager since August 2001.

The Fund  39 

 



OFFICERS OF THE FUND (Unaudited) (continued)

ROBERT R. MULLERY, Vice President and Assistant Secretary since August 2005.

Managing Counsel of BNY Mellon, and an officer of 76 investment companies (comprised of 192 portfolios) managed by the Manager. He is 59 years old and has been an employee of the Manager since May 1986.

JEFF PRUSNOFSKY, Vice President and Assistant Secretary since August 2005.

Senior Managing Counsel of BNY Mellon, and an officer of 76 investment companies (comprised of 192 portfolios) managed by the Manager. He is 46 years old and has been an employee of the Manager since October 1990.

JAMES WINDELS, Treasurer since November 2002.

Director – Mutual Fund Accounting of the Manager, and an officer of 76 investment companies (comprised of 192 portfolios) managed by the Manager. He is 53 years old and has been an employee of the Manager since April 1985.

RICHARD CASSARO, Assistant Treasurer since August 2003.

Senior Accounting Manager – Money Market and Municipal Bond Funds of the Manager, and an officer of 76 investment companies (comprised of 192 portfolios) managed by the Manager. He is 52 years old and has been an employee of the Manager since September 1982.

GAVIN C. REILLY, Assistant Treasurer since December 2005.

Tax Manager of the Investment Accounting and Support Department of the Manager, and an officer of 76 investment companies (comprised of 192 portfolios) managed by the Manager. He is 43 years old and has been an employee of the Manager since April 1991.

ROBERT ROBOL, Assistant Treasurer since December 2002.

Senior Accounting Manager – Fixed Income Funds of the Manager, and an officer of 76 investment companies (comprised of 192 portfolios) managed by the Manager. He is 47 years old and has been an employee of the Manager since October 1988.

ROBERT SALVIOLO, Assistant Treasurer since July 2007.

Senior Accounting Manager – Equity Funds of the Manager, and an officer of 76 investment companies (comprised of 192 portfolios) managed by the Manager. He is 44 years old and has been an employee of the Manager since June 1989.

ROBERT SVAGNA, Assistant Treasurer since December 2002.

Senior Accounting Manager – Equity Funds of the Manager, and an officer of 76 investment companies (comprised of 192 portfolios) managed by the Manager. He is 44 years old and has been an employee of the Manager since November 1990.

40



JOSEPH W. CONNOLLY, Chief Compliance Officer since October 2004.

Chief Compliance Officer of the Manager and The Dreyfus Family of Funds (76 investment companies, comprised of 192 portfolios). From November 2001 through March 2004, Mr. Connolly was first Vice-President, Mutual Fund Servicing for Mellon Global Securities Services. In that capacity, Mr. Connolly was responsible for managing Mellon’s Custody, Fund Accounting and Fund Administration services to third-party mutual fund clients. He is 54 years old and has served in various capacities with the Manager since 1980, including manager of the firm’s Fund Accounting Department from 1997 through October 2001.

STEPHEN J. STOREN, Anti-Money Laundering Compliance Officer since May 2011.

Chief Compliance Officer of the Distributor, and the Anti-Money Laundering Compliance Officer of 72 investment companies (comprised of 188 portfolios) managed by the Manager. He is 57 years old and has been an employee of the Distributor since October 1999.

The Fund  41 

 




 

 

Item 2.                        Code of Ethics.

The Registrant has adopted a code of ethics that applies to the Registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.  There have been no amendments to, or waivers in connection with, the Code of Ethics during the period covered by this Report.

Item 3.                        Audit Committee Financial Expert.

The Registrant's Board has determined that Joseph S. DiMartino, a member of the Audit Committee of the Board, is an audit committee financial expert as defined by the Securities and Exchange Commission (the "SEC").   Mr. DiMartino is "independent" as defined by the SEC for purposes of audit committee financial expert determinations.

Item 4.                        Principal Accountant Fees and Services.

 

(a)  Audit Fees.  The aggregate fees billed for each of the last two fiscal years (the "Reporting Periods") for professional services rendered by the Registrant's principal accountant (the "Auditor") for the audit of the Registrant's annual financial statements or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $    31,692 in 2010 and $40,920 in 2011.

 

(b)  Audit-Related Fees. The aggregate fees billed in the Reporting Periods for assurance and related services by the Auditor that are reasonably related to the performance of the audit of the Registrant's financial statements and are not reported under paragraph (a) of this Item 4 were $      5,382 in 2010 and $6,000 in 2011. These services consisted of one or more of the following: (i) agreed upon procedures related to compliance with Internal Revenue Code section 817(h), (ii) security counts required by Rule 17f-2 under the Investment Company Act of 1940, as amended, (iii) advisory services as to the accounting or disclosure treatment of Registrant transactions or events and (iv) advisory services to the accounting or disclosure treatment of the actual or potential impact to the Registrant of final or proposed rules, standards or interpretations by the Securities and Exchange Commission, the Financial Accounting Standards Boards or other regulatory or standard-setting bodies.

 

The aggregate fees billed in the Reporting Periods for non-audit assurance and related services by the Auditor to the Registrant's investment adviser (not including any sub-investment adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the Registrant ("Service Affiliates"), that were reasonably related to the performance of the annual audit of the Service Affiliate, which required pre-approval by the Audit Committee were $0 in 2010 and $0 in 2011.

 

(c)  Tax Fees.  The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax advice, and tax planning ("Tax Services") were $3,948 in 2010 and $2,819 in 2011. These services consisted of: (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments; (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held, and (iv) determination of Passive Foreign Investment Companies. The aggregate fees billed in the Reporting Periods for Tax Services by the Auditor to Service Affiliates, which required pre-approval by the Audit Committee were $0 in 2010 and $0 in 2011. 

 

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(d)  All Other Fees.  The aggregate fees billed in the Reporting Periods for products and services provided by the Auditor, other than the services reported in paragraphs (a) through (c) of this Item, were $146 in 2010 and $152 in 2011. These services consisted of a review of the Registrant's anti-money laundering program.

 

The aggregate fees billed in the Reporting Periods for Non-Audit Services by the Auditor to Service Affiliates, other than the services reported in paragraphs (b) through (c) of this Item, which required pre-approval by the Audit Committee, were  $0 in 2010 and $0 in 2011. 

 

(e)(1) Audit Committee Pre-Approval Policies and Procedures. The Registrant's Audit Committee has established policies and procedures (the "Policy") for pre-approval (within specified fee limits) of the Auditor's engagements for non-audit services to the Registrant and Service Affiliates without specific case-by-case consideration. The pre-approved services in the Policy can include pre-approved audit services, pre-approved audit-related services, pre-approved tax services and pre-approved all other services.  Pre-approval considerations include whether the proposed services are compatible with maintaining the Auditor's independence.  Pre-approvals pursuant to the Policy are considered annually.

(e)(2) Note: None of the services described in paragraphs (b) through (d) of this Item 4 were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

 

(f) None of the hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal account's full-time, permanent employees.

Non-Audit Fees. The aggregate non-audit fees billed by the Auditor for services rendered to the Registrant, and rendered to Service Affiliates, for the Reporting Periods were $31,544,905 in 2010 and $16,139,606 in 2011. 

 

Auditor Independence. The Registrant's Audit Committee has considered whether the provision of non-audit services that were rendered to Service Affiliates, which were not pre-approved (not requiring pre-approval), is compatible with maintaining the Auditor's independence.

 

Item 5.                        Audit Committee of Listed Registrants.

                        Not applicable. 

Item 6.                        Investments.

(a)                    Not applicable.

Item 7.            Disclosure of Proxy Voting Policies and Procedures for Closed-End Management            Investment Companies.

                        Not applicable. 

Item 8.                        Portfolio Managers of Closed-End Management Investment Companies.

Not applicable. 

Item 9.                        Purchases of Equity Securities by Closed-End Management Investment Companies and             Affiliated Purchasers.

                        Not applicable. 

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Item 10.          Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures applicable to Item 10.

Item 11.          Controls and Procedures.

(a)        The Registrant's principal executive and principal financial officers have concluded, based on their evaluation of the Registrant's disclosure controls and procedures as of a date within 90 days of the filing date of this report, that the Registrant's disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by the Registrant on Form N-CSR is recorded, processed, summarized and reported within the required time periods and that information required to be disclosed by the Registrant in the reports that it files or submits on Form N-CSR is accumulated and communicated to the Registrant's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

(b)        There were no changes to the Registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting. 

Item 12.          Exhibits.

(a)(1)   Code of ethics referred to in Item 2.

(a)(2)   Certifications of principal executive and principal financial officers as required by Rule 30a-2(a) under the Investment Company Act of 1940.

(a)(3)   Not applicable.

(b)        Certification of principal executive and principal financial officers as required by Rule 30a-2(b) under the Investment Company Act of 1940.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dreyfus Premier Worldwide Growth Fund, Inc.

By: /s/ Bradley J. Skapyak

Bradley J. Skapyak,

President

 

Date:

December 19, 2011

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

By: /s/ Bradley J. Skapyak

Bradley J. Skapyak,

President

 

Date:

December 19, 2011

 

By: /s/ James Windels

James Windels,

Treasurer

 

Date:

December 19, 2011

 

 

EXHIBIT INDEX

(a)(1)   Code of ethics referred to in Item 2.

(a)(2)   Certifications of principal executive and principal financial officers as required by Rule 30a-2(a) under the Investment Company Act of 1940.  (EX-99.CERT)

(b)        Certification of principal executive and principal financial officers as required by Rule 30a-2(b) under the Investment Company Act of 1940.  (EX-99.906CERT)

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