January 30, 1995
File Nos. 2-72836
811-3207
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 18 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[X]
Amendment No. 18 [X]
(Check appropriate box or boxes.)
GENERAL MONEY MARKET FUND, INC.
(Exact Name of Registrant as Specified in Charter)
c/o The Dreyfus Corporation
200 Park Avenue, New York, New York 10166
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212)
922-6000
Daniel C. Maclean III, Esq.
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check
appropriate box)
immediately upon filing pursuant to paragraph (b)
----
on (date) pursuant to paragraph (b)
----
X 60 days after filing pursuant to paragraph (a)(i)
----
on (date) pursuant to paragraph (a)(i)
----
75 days after filing pursuant to paragraph (a)(ii)
----
on (date) pursuant to paragraph (a)(ii) of
Rule 485
----
If appropriate, check the following box:
this post-effective amendment designates a new effective
___ date for a previously filed post-effective amendment.
Registrant has registered an indefinite number of shares of
its common
stock under the Securities Act of 1933 pursuant to Section 24(f)
of the
Investment Company Act of 1940. Registrant's Rule 24f-2 Notice
for the
fiscal year ended January 31, 1995 to be filed on or about March
24, 1995.
GENERAL MONEY MARKET FUND, INC.
Cross-Reference Sheet Pursuant to Rule 495(a)
Items in
Part A of
Form N-1A Caption Page
_________ _______ ____
1 Cover Page Cover
2 Synopsis 3
3 Condensed Financial Information 4
4 General Description of Registrant 5
5 Management of the Fund 12
5(a) Management's Discussion of Fund's Performance *
6 Capital Stock and Other Securities 29
7 Purchase of Securities Being Offered 13
8 Redemption or Repurchase 21
9 Pending Legal Proceedings *
Items in
Part B of
Form N-1A
- ---------
10 Cover Page Cover
11 Table of Contents Cover
12 General Information and History B-22
13 Investment Objectives and Policies B-2
14 Management of the Fund B-5
15 Control Persons and Principal B-8
Holders of Securities
16 Investment Advisory and Other B-9
Services
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
GENERAL MONEY MARKET FUND, INC.
Cross-Reference Sheet Pursuant to Rule 495(a) (continued)
Items in
Part B of
Form N-1A Caption Page
_________ _______ _____
17 Brokerage Allocation B-22
18 Capital Stock and Other Securities B-22
19 Purchase, Redemption and Pricing B-12, B-13
of Securities Being Offered
20 Tax Status B-21
21 Underwriters B-12
22 Calculations of Performance Data B-21
23 Financial Statements B-
Items in
Part C of
Form N-1A
_________
24 Financial Statements and Exhibits C-1
25 Persons Controlled by or Under C-3
Common Control with Registrant
26 Number of Holders of Securities C-3
27 Indemnification C-3
28 Business and Other Connections of C-4
Investment Adviser
29 Principal Underwriters C-9
30 Location of Accounts and Records C-12
31 Management Services C-12
32 Undertakings C-12
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
<PAGE>
GENERAL MONEY MARKET FUND, INC.
* NO REDEMPTION FEE
PROSPECTUS
____________, 1995
TABLE OF CONTENTS
Page
Annual Fund Operating Expenses . . . . . . . . . . . . . . . 3
Condensed Financial Information . . . . . . . . . . . . . . . 4
Yield Information . . . . . . . . . . . . . . . . . . . . . . 4
Description of the Fund . . . . . . . . . . . . . . . . . . . 5
Management of the Fund . . . . . . . . . . . . . . . . . . . 12
How to Buy Fund Shares . . . . . . . . . . . . . . . . . . . 13
Shareholder Services . . . . . . . . . . . . . . . . . . . . 17
How to Redeem Fund Shares . . . . . . . . . . . . . . . . . . 21
Service Plan and Distribution Plan . . . . . . . . . . . . . 25
Shareholder Services Plans . . . . . . . . . . . . . . . . . 26
Dividends, Distributions and Taxes . . . . . . . . . . . . . 27
General Information . . . . . . . . . . . . . . . . . . . . . 29
_______________________________________________________________
General Money Market Fund, Inc. (the "Fund") is an
open-end, diversified, management investment company, known as a
money market mutual fund. Its goal is to provide you with as
high a level of current income as is consistent with the
preservation of capital.
You can invest, reinvest or redeem shares at any time
without charge or penalty imposed by the Fund.
The Dreyfus Corporation professionally manages the
Fund's portfolio.
The Fund's shares may be purchased only by clients of
Service Agents as described herein. By this Prospectus, the
Fund is offering Class A and Class B shares. Class A shares and
Class B shares are identical, except as to the services offered
to and the expenses borne by each class. Shares of each class
bear certain costs pursuant to separate plans adopted in
accordance with Rule 12b-1 under the Investment Company Act of
1940.
An investment in the Fund is neither insured nor
guaranteed by the U.S. Government. There can be no assurance
that the Fund will be able to maintain a stable net asset value
of $1.00 per share.
_______________________________________
THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT
THE FUND THAT YOU SHOULD KNOW BEFORE INVESTING. IT SHOULD BE
READ AND RETAINED FOR FUTURE REFERENCE.
PART B (ALSO KNOWN AS THE STATEMENT OF ADDITIONAL
INFORMATION), DATED ____________, 1995, WHICH MAY BE REVISED
FROM TIME TO TIME, PROVIDES A FURTHER DISCUSSION OF CERTAIN
AREAS IN THIS PROSPECTUS AND OTHER MATTERS WHICH MAY BE OF
INTEREST TO SOME INVESTORS. IT HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION AND IS INCORPORATED HEREIN BY
REFERENCE. FOR A FREE COPY, WRITE TO THE FUND AT 144 GLENN
CURTISS BOULEVARD, UNIONDALE, NEW YORK 11556-0144, OR CALL 1-
800-554-4611. WHEN TELEPHONING, ASK FOR OPERATOR 666.
_______________________________________
Mutual fund shares are not deposits or obligations of,
or guaranteed or endorsed by, any bank, and are not federally
insured by the Federal Deposit Insurance Corporation, the
Federal Reserve Board, or any other agency. Money market mutual
fund shares involve certain investment risks, including the
possible loss of principal.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE>
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
Class A Class B
Shares Shares
Management Fees...................................50% .50%
12b-1 Fees........................................20% .20%
Other Expenses....................................26% .31%
Total Fund Operating Expenses.....................96% 1.01%
EXAMPLE:
You would pay the following expenses
on a $1,000 investment, assuming
(1) 5% annual return and (2) redemption at
the end of each time period:
1 YEAR $ 10 $___
3 YEARS $ 31 $___
5 YEARS $ 53 $___
10 YEARS $118 $___
___________________________________________________________
THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE
CONSIDERED AS REPRESENTATIVE OF PAST OR FUTURE EXPENSES AND
ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE INDICATED.
MOREOVER, WHILE THIS EXAMPLE ASSUMES A 5% ANNUAL RETURN, THE
FUND'S ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL
RETURN GREATER OR LESS THAN 5%.
The purpose of the foregoing table is to assist you in
understanding the various costs and expenses borne by the Fund,
and therefore indirectly by investors, the payment of which will
reduce investors' return on an annual basis. The information in
the foregoing table does not reflect any fee waivers or expense
reimbursement arrangements that may be in effect. Other
Expenses of Class B are based on amounts for Class A for the
Fund's last fiscal year. Certain Service Agents (as defined
below) may charge their clients direct fees for effecting
transactions in Fund shares; such fees are not reflected in the
foregoing table. See "Management of the Fund," "How to Buy Fund
Shares," "Service Plan and Distribution Plan" and "Shareholder
Services Plans."
CONDENSED FINANCIAL INFORMATION
The information in the following table has been
audited by Ernst & Young LLP, the Fund's independent auditors,
whose report thereon appears in the Statement of Additional
Information. Further financial data and related notes for Class
A are included in the Statement of Additional Information,
available upon request. No financial information is available
for Class B shares, which had not been offered as of the date of
this Prospectus.
FINANCIAL HIGHLIGHTS
[To be Filed Pursuant to Amendment]
YIELD INFORMATION
From time to time, the Fund advertises its yield and
effective yield. Both yield figures are based on historical
earnings and are not intended to indicate future performance.
It can be expected that these yields will fluctuate
substantially. The yield of the Fund refers to the income
generated by an investment in the Fund over a seven-day period
(which period will be stated in the advertisement). This income
is then annualized. That is, the amount of income generated by
the investment during that week is assumed to be generated each
week over a 52-week period and is shown as a percentage of the
investment. The effective yield is calculated similarly, but,
when annualized, the income earned by an investment in the Fund
is assumed to be reinvested. The effective yield will be
slightly higher than the yield because of the compounding effect
of this assumed reinvestment. The Fund's yield and effective
yield may reflect absorbed expenses pursuant to any undertaking
that may be in effect. See "Management of the Fund." Both
yield figures also take into account any applicable class
expenses. As a result, at any given time, the performance of
Class B should be expected to be lower than that of Class A.
See "Annual Fund Operating Expenses."
Yield information is useful in reviewing the Fund's
performance, but because yields will fluctuate, under certain
conditions such information may not provide a basis for
comparison with domestic bank deposits, other investments which
pay a fixed yield for a stated period of time, or other
investment companies which may use a different method of
computing yield.
Comparative performance information may be used from
time to time in advertising or marketing the Fund's shares,
including data from Lipper Analytical Services, Inc., Bank Rate
Monitor , N. Palm Beach, Fla. 33408, IBC/Donoghue's Money Fund
Report, Morningstar, Inc. and other industry publications.
DESCRIPTION OF THE FUND
GENERAL--By this Prospectus, two classes of shares of the Fund
are being offered--Class A shares and Class B shares (each such
class being referred to as a "Class"). The Classes are
identical, except for the services offered to and expenses borne
by each Class pursuant to separate plans adopted by the Fund's
Board of Directors. See "Service Plan and Distribution Plan"
and "Shareholder Services Plans." In addition, Class B shares
are charged directly for sub-accounting services provided by
Service Agents at the annual rate of .05% of the value of the
average daily net assets of Class B. The sub-accounting fee
paid by Class B, together with amounts payable pursuant to the
Distribution Plan and Shareholder Services Plan, will cause
Class B to have a higher expense ratio and to pay lower
dividends than Class A. You should consult your Service Agent
to determine which Class is offered by the Service Agent.
INVESTMENT OBJECTIVE--The Fund's goal is to provide you with as
high a level of current income as is consistent with the
preservation of capital. The Fund's investment objective cannot
be changed without approval by the holders of a majority (as
defined in the Investment Company Act of 1940) of the Fund's
outstanding voting shares. No assurance can be given that the
Fund's investment objective will be achieved. Securities in
which the Fund will invest may not earn as high a level of
current income as long-term or lower quality securities which
generally have less liquidity, greater market risk and more
fluctuation in market value.
MANAGEMENT POLICIES--To achieve its goal the Fund invests in
short-term money market obligations, including securities issued
or guaranteed by the U.S. Government or its agencies or
instrumentalities, time deposits, certificates of deposit,
bankers' acceptances and other short-term obligations issued by
domestic banks, foreign branches of domestic banks, foreign
subsidiaries of domestic banks, domestic and foreign branches of
foreign banks and thrift institutions, repurchase agreements,
and high quality domestic and foreign commercial paper and other
short-term corporate obligations, including those with floating
or variable rates of interest. The Fund may invest in U.S.
dollar denominated obligations issued or guaranteed by one or
more foreign governments or any of their political subdivisions,
agencies or instrumentalities, including obligations of
supranational entities. During normal market conditions, at
least 25% of the value of the Fund's total assets will be
invested in bank obligations.
The Fund seeks to maintain a net asset value of $1.00
per share for purchases and redemptions. To do so, the Fund
uses the amortized cost method of valuing its securities
pursuant to Rule 2a-7 under the Investment Company Act of 1940,
certain requirements of which are summarized below.
In accordance with Rule 2a-7, the Fund will maintain a
dollar-weighted average portfolio maturity of 90 days or less,
purchase only instruments having remaining maturities of 13
months or less and invest only in U.S. dollar denominated
securities determined in accordance with procedures established
by the Board of Directors to present minimal credit risks and
which are rated in one of the two highest rating categories for
debt obligations by at least two nationally recognized
statistical rating organizations (or one rating organization if
the instrument was rated by only one such organization) or, if
unrated, are of comparable quality as determined in accordance
with procedures established by the Board of Directors. The
nationally recognized statistical rating organizations currently
rating instruments of the type the Fund may purchase are Moody's
Investors Service, Inc., Standard & Poor's Corporation, Duff &
Phelps, Inc., Fitch Investors Service, Inc., IBCA Limited and
IBCA Inc. and Thomson BankWatch, Inc. and their rating criteria
are described in the Appendix to the Fund's Statement of
Additional Information.
In addition, the Fund will not invest more than 5% of
its total assets in the securities (including the securities
collateralizing a repurchase agreement) of, or subject to puts
issued by, a single issuer, except that (i) the Fund may invest
more than 5% of its total assets in a single issuer for a period
of up to three business days in certain limited circumstances,
(ii) the Fund may invest in obligations issued or guaranteed by
the U.S. Government without any such limitation, and (iii) the
limitation with respect to puts does not apply to unconditional
puts if no more than 10% of the Fund's total assets is invested
in securities issued or guaranteed by the issuer of the
unconditional put. Investments in rated securities not rated in
the highest category by at least two rating organizations (or
one rating organization if the instrument was rated by only one
such organization), and unrated securities not determined by the
Board of Directors to be comparable to those rated in the
highest category, will be limited to 5% of the Fund's total
assets, with the investment in any one such issuer being limited
to no more than the greater of l% of the Fund's total assets or
$1,000,000. As to each security, these percentages are measured
at the time the Fund purchases the security. For further
information regarding the amortized cost method of valuing
securities, see Determination of Net Asset Value in the Fund's
Statement of Additional Information. There can be no assurance
that the Fund will be able to maintain a stable net asset value
of $1.00 per share.
PORTFOLIO SECURITIES--Securities issued or guaranteed by the
U.S. Government or its agencies or instrumentalities include
U.S. Treasury securities, which differ in their interest rates,
maturities and times of issuance. Treasury Bills have initial
maturities of one year or less; Treasury Notes have initial
maturities of one to ten years; and Treasury Bonds generally
have initial maturities of greater than ten years. Some
obligations issued or guaranteed by U.S. Government agencies and
instrumentalities, for example, Government National Mortgage
Association pass-through certificates, are supported by the full
faith and credit of the U.S. Treasury; others, such as those of
the Federal Home Loan Banks, by the right of the issuer to
borrow from the U.S. Treasury; others, such as those issued by
the Federal National Mortgage Association, by discretionary
authority of the U.S. Government to purchase certain obligations
of the agency or instrumentality; and others, such as those
issued by the Student Loan Marketing Association, only by the
credit of the agency or instrumentality. These securities bear
fixed, floating or variable rates of interest. Interest may
fluctuate based on generally recognized reference rates or the
relationship of rates. While the U.S. Government provides
financial support to such U.S. Government-sponsored agencies or
instrumentalities, no assurance can be given that it will always
do so since it is not so obligated by law. The Fund will invest
in such securities only when it is satisfied that the credit
risk with respect to the issuer is minimal.
Certificates of deposit are negotiable certificates
evidencing the obligation of a bank to repay funds deposited
with it for a specified period of time. Time deposits are non-
negotiable deposits maintained in a banking institution for a
specified period of time (in no event longer than seven days) at
a stated interest rate. Time deposits which may be held by the
Fund will not benefit from insurance from the Bank Insurance
Fund or the Savings Association Insurance Fund administered by
the Federal Deposit Insurance Corporation. Bankers' acceptances
are credit instruments evidencing the obligation of a bank to
pay a draft drawn on it by a customer. These instruments
reflect the obligation both of the bank and of the drawer to pay
the face amount of the instrument upon maturity. Other short-
term bank obligations may include uninsured, direct obligations
bearing fixed, floating or variable interest rates.
Repurchase agreements involve the acquisition by the
Fund of an underlying debt instrument, subject to an obligation
of the seller to repurchase, and the Fund to resell, the
instrument at a fixed price, usually not more than one week
after its purchase. Certain costs may be incurred by the Fund
in connection with the sale of the securities if the seller does
not repurchase them in accordance with the repurchase agreement.
In addition, if bankruptcy proceedings are commenced with
respect to the seller of the securities, realization on the
securities by the Fund may be delayed or limited.
Commercial paper consists of short-term, unsecured
promissory notes issued to finance short-term credit needs. The
commercial paper purchased by the Fund will consist only of
direct obligations issued by domestic and foreign entities. The
other corporate obligations in which the Fund may invest consist
of high quality, U.S. dollar denominated short-term bonds and
notes (including variable amount master demand notes) issued by
domestic and foreign corporations.
The Fund also may purchase floating and variable rate
demand notes and bonds, which are obligations ordinarily having
stated maturities in excess of 13 months, but which permit the
holder to demand payment of principal at any time, or at
specified intervals not exceeding 13 months, in each case upon
not more than 30 days' notice. Variable rate demand obligations
include master demand notes which are obligations that permit
the Fund to invest fluctuating amounts at varying rates of
interest, pursuant to direct arrangements between the Fund, as
lender, and the borrower. These obligations permit daily
changes in the amounts borrowed. As mutually agreed between the
parties, the Fund may increase or decrease the amounts under
these obligations, and the borrower may repay up to the full
amount of the obligation without penalty. Because these
obligations are direct lending arrangements between the lender
and borrower, it is not contemplated that such instruments will
generally be traded, and there generally is no established
secondary market for these obligations, although they are
redeemable at face value, plus accrued interest. Accordingly,
where these obligations are not secured by letters of credit or
other credit support arrangements, the Fund's right to redeem is
dependent on the ability of the borrower to pay principal and
interest on demand. Such obligations frequently are not rated
by credit rating agencies and the Fund may invest in obligations
which are not so rated only if The Dreyfus Corporation
determines that at the time of investment the obligations are of
comparable quality to the other obligations in which the Fund
may invest. The Dreyfus Corporation, on behalf of the Fund,
will consider on an ongoing basis the creditworthiness of the
issuers of the floating and variable rate demand obligations in
the Fund's portfolio.
The Fund may invest in obligations issued or
guaranteed by one or more foreign governments or any of their
political subdivisions, agencies, or instrumentalities that are
determined by The Dreyfus Corporation to be of comparable
quality to the other obligations in which the Fund may invest.
Such securities also include debt obligations of supranational
entities. Supranational entities include international
organizations designated or supported by governmental entities
to promote economic reconstruction or development and
international banking institutions and related government
agencies. Examples include the International Bank for
Reconstruction and Development (the World Bank), the European
Coal and Steel Community, the Asian Development Bank and the
InterAmerican Development Bank. The percentage of the Fund's
assets invested in securities issued by foreign governments will
vary depending on the relative yields of such securities, the
economic and financial markets of the countries in which the
investments are made and the interest rate climate of such
countries.
The Fund may purchase from financial institutions
participation interests in securities in which the Fund may
invest. A participation interest gives the Fund an undivided
interest in the security in the proportion that the Fund's
participation interest bears to the total principal amount of
the security. These instruments may have fixed, floating or
variable rates of interest, with remaining maturities of 13
months or less. If the participation interest is unrated, or
has been given a rating below that which is permissible for
purchase by the Fund, the participation interest will be backed
by an irrevocable letter of credit or guarantee of a bank, or
the payment obligation otherwise will be collateralized by U.S.
Government securities, or, in the case of unrated participation
interests, The Dreyfus Corporation must have determined that the
instrument is of comparable quality to those instruments in
which the Fund may invest. For certain participation interests,
the Fund will have the right to demand payment, on not more than
seven days' notice, for all or any part of the Fund's
participation interest in the security, plus accrued interest.
As to these instruments, the Fund intends to exercise its right
to demand payment only upon a default under the terms of the
security, as needed to provide liquidity to meet redemptions, or
to maintain or improve the quality of its investment portfolio.
The Fund may invest up to 10% of the value of its net
assets in securities as to which a liquid trading market does
not exist, provided such investments are consistent with the
Fund's investment objective. Such securities may include
securities that are not readily marketable, such as certain
securities that are subject to legal or contractual restrictions
on resale and repurchase agreements providing for settlement in
more than seven days after notice. As to these securities, the
Fund is subject to a risk that should the Fund desire to sell
them when a ready buyer is not available at a price the Fund
deems representative of their value, the value of the Fund's net
assets could be adversely affected.
CERTAIN FUNDAMENTAL POLICIES--The Fund (i) may borrow money from
banks, but only for temporary or emergency (not leveraging)
purposes, in an amount up to 15% of the value of the Fund's
total assets (including the amount borrowed) based on the lesser
of cost or market, less liabilities (not including the amount
borrowed) at the time the borrowing is made. While borrowings
exceed 5% of the value of the Fund's total assets, the Fund will
not make any additional investments; (ii) may pledge its assets,
but only in an amount up to 15% of the value of its total
assets, to secure borrowings for temporary or emergency
purposes; (iii) may invest up to 5% of its assets in the
commercial paper of any one issuer; (iv) as to 25% of its
assets, may invest up to 15% in the obligations of any one bank
and, as to the remainder, may invest not more than 5% of its
assets in the obligations of any one bank (in each case, subject
to the provisions of Rule 2a-7); (v) will invest at least 25% of
its assets in obligations issued by banks; and (vi) may invest
up to 25% of its assets in the securities of issuers in any
other industry, provided that there shall be no limitation on
the purchase of obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities. This paragraph
describes fundamental policies that cannot be changed without
approval by the holders of a majority (as defined in the
Investment Company Act of 1940) of the Fund's outstanding voting
shares. See "Investment Objective and Management Policies--
Investment Restrictions" in the Statement of Additional
Information.
CERTAIN ADDITIONAL NON-FUNDAMENTAL POLICY--The Fund may invest
up to 10% of the value of its net assets in repurchase
agreements providing for settlement in more than seven days
after notice and in other illiquid securities. See "Investment
Objective and Management Policies--Investment Restrictions" in
the Statement of Additional Information.
RISK FACTORS--Since the Fund's portfolio may contain securities
issued by foreign governments, or any of their political
subdivisions, agencies or instrumentalities, and by foreign
branches of domestic banks, foreign subsidiaries of domestic
banks, domestic and foreign branches of foreign banks, and
commercial paper issued by foreign issuers, the Fund may be
subject to additional investment risks with respect to those
securities that are different in some respects from those
incurred by a fund which invests only in debt obligations of
U.S. domestic issuers, although such obligations may be higher
yielding when compared to the securities of U.S. domestic
issuers. In making foreign investments, therefore, the Fund
will give appropriate consideration to the following factors,
among others.
Foreign securities markets generally are not as
developed or efficient as those in the United States. Securities
of some foreign issuers are less liquid and more volatile than
securities of comparable U.S. issuers. Similarly, volume and
liquidity in most foreign securities markets are less than in
the United States and, at times, volatility of price can be
greater than in the United States. The issuers of some of these
securities, such as bank obligations, may be subject to less
stringent or different regulation than are U.S. issuers. In
addition, there may be less publicly available information about
a non-U.S. issuer, and non-U.S. issuers generally are not
subject to uniform accounting and financial reporting standards,
practices and requirements comparable to those applicable to
U.S. issuers.
Because evidences of ownership of such securities
usually are held outside the United States, the Fund will be
subject to additional risks which include possible adverse
political and economic developments, possible seizure or
nationalization of foreign deposits and possible adoption of
governmental restrictions which might adversely affect the
payment of principal and interest on the foreign securities or
might restrict the payment of principal and interest to
investors located outside the country of the issuer, whether
from currency blockage or otherwise.
Furthermore, some of these securities are subject to
brokerage taxes levied by foreign governments, which has the
effect of increasing the cost of such investment and reducing
the realized gain or increasing the realized loss on such
securities at the time of sale. Income earned or received by
the Fund from sources within foreign countries may be reduced by
withholding and other taxes imposed by such countries. Tax
conventions between certain countries and the United States,
however, may reduce or eliminate such taxes. All such taxes
paid by the Fund will reduce its net income available for
distribution to shareholders. The Dreyfus Corporation will
consider available yields, net of any required taxes, in
selecting foreign securities.
To the extent the Fund's investments are concentrated
in the banking industry, the Fund will have correspondingly
greater exposure to the risk factors which are characteristic of
such investments. Sustained increases in interest rates can
adversely affect the availability or liquidity and cost of
capital funds for a bank's lending activities, and a
deterioration in general economic conditions could increase the
exposure to credit losses. In addition, the value of and the
investment return on the Fund's shares could be affected by
economic or regulatory developments in or related to the banking
industry, which industry also is subject to the effects of the
concentration of loan portfolios in leveraged transactions and
in particular businesses, and competition within the banking
industry as well as with other types of financial institutions.
The Fund, however, will seek to minimize its exposure to such
risks by investing only in debt securities which are determined
to be of high quality.
OTHER INVESTMENT CONSIDERATIONS--The Fund attempts to increase
yields by trading to take advantage of short-term market
variations. This policy is expected to result in high portfolio
turnover but should not adversely affect the Fund since the Fund
usually does not pay brokerage commissions when it purchases
short-term debt obligations. The value of the portfolio
securities held by the Fund will vary inversely to changes in
prevailing interest rates. Thus, if interest rates have
increased from the time a security was purchased, such security,
if sold, might be sold at a price less than its purchase cost.
Similarly, if interest rates have declined from the time a
security was purchased, such security, if sold, might be sold at
a price greater than its purchase cost. In either instance, if
the security was purchased at face value and held to maturity,
no gain or loss would be realized.
Investment decisions for the Fund are made
independently from those of other investment companies advised
by The Dreyfus Corporation. However, if such other investment
companies are prepared to invest in, or desire to dispose of,
money market instruments at the same time as the Fund, available
investments or opportunities for sales will be allocated
equitably to each investment company. In some cases, this
procedure may adversely affect the size of the position obtained
for or disposed of by the Fund or the price paid or received by
the Fund.
MANAGEMENT OF THE FUND
The Dreyfus Corporation, located at 200 Park Avenue,
New York, New York 10166, was formed in 1947 and serves as the
Fund's investment adviser. The Dreyfus Corporation is a wholly-
owned subsidiary of Mellon Bank, N.A., which is a wholly-owned
subsidiary of Mellon Bank Corporation ("Mellon"). As of
____________, 1995, The Dreyfus Corporation managed or
administered approximately $__ billion in assets for more than
___ million investor accounts nationwide.
The Dreyfus Corporation supervises and assists in the
overall management of the Fund's affairs under a Management
Agreement with the Fund, subject to the overall authority of the
Fund's Board of Directors in accordance with Maryland law.
Mellon is a publicly owned multibank holding company
incorporated under Pennsylvania law in 1971 and registered under
the Federal Bank Holding Company Act of 1956, as amended.
Mellon provides a comprehensive range of financial products and
services in domestic and selected international markets. Mellon
is among the twenty-five largest bank holding companies in the
United States based on total assets. Mellon's principal wholly-
owned subsidiaries are Mellon Bank, N.A., Mellon Bank (DE)
National Association, Mellon Bank (MD), The Boston Company,
Inc., AFCO Credit Corporation and a number of companies known as
Mellon Financial Services Corporations. Through its
subsidiaries, Mellon managed more than $130 billion in assets as
of July 31, 1994, including approximately $6 billion in mutual
fund assets. As of September 30, 1994, various subsidiaries of
Mellon provided non-investment services, such as custodial or
administration services, for approximately $750 billion in
assets, including approximately $95 billion in mutual fund
assets.
For the fiscal year ended January 31, 1995, the Fund
paid The Dreyfus Corporation a monthly management fee at the
annual rate of .50 of 1% of the value of the Fund's average
daily net assets. From time to time, The Dreyfus Corporation
may waive receipt of its fees and/or voluntarily assume certain
expenses of the Fund, which would have the effect of lowering
the overall expense ratio of the Fund and increasing yield to
investors at the time such amounts are waived or assumed, as the
case may be. The Fund will not pay The Dreyfus Corporation at a
later time for any amounts it may waive, nor will the Fund
reimburse The Dreyfus Corporation for any amounts it may assume.
Shares of each Class bear certain costs of
distributing shares in accordance with separate plans adopted
pursuant to Rule 12b-1 under the Investment Company Act of 1940.
See "Annual Fund Operating Expenses" and "Service Plan and
Distribution Plan."
The Dreyfus Corporation may pay the Fund's distributor
for shareholder services from The Dreyfus Corporation's own
assets, including past profits but not including the management
fee paid by the Fund. The Fund's distributor may use part or
all of such payments to pay Service Agents in respect of these
services.
The Fund's distributor is Premier Mutual Fund
Services, Inc. (the "Distributor"), located at One Exchange
Place, Boston, Massachusetts 02109. The Distributor is a
wholly-owned subsidiary of Institutional Administration
Services, Inc., a provider of mutual fund administration
services, the parent company of which is Boston Institutional
Group, Inc.
The Shareholder Services Group, Inc., a subsidiary of
First Data Corporation, P.O. Box 9671, Providence, Rhode Island
02940-9671, is the Fund's Transfer and Dividend Disbursing Agent
(the "Transfer Agent"). The Bank of New York, 110 Washington
Street, New York, New York 10286, is the Fund's Custodian.
First Interstate Bank of California, 707 Wilshire Boulevard, Los
Angeles, California 90017, is the Fund's sub-custodian.
HOW TO BUY FUND SHARES
Fund shares may be purchased only by clients of
certain financial institutions (which may include banks),
securities dealers ("Selected Dealers"), and other industry
professionals such as investment advisers, accountants and
estate planning firms (collectively, "Service Agents") that have
entered into service agreements with the Distributor. The Fund
reserves the right to reject any purchase order. Stock
certificates are issued only upon written request. No
certificates are issued for fractional shares.
The minimum initial investment is $2,500, or $1,000 if
you are a client of a Service Agent which has made an aggregate
minimum initial purchase for its customers of $2,500.
Subsequent investments must be at least $100. The initial
investment must be accompanied by the Fund's Account
Application. The Fund reserves the right to offer Fund shares
without regard to minimum purchase requirements to employees
participating in certain qualified or non-qualified employee
benefit plans or other programs where contributions or account
information can be transmitted in a manner and form acceptable
to the Fund.
You may purchase Fund shares by check or wire. Checks
should be made payable to "The Dreyfus Family of Funds" or, if
for Dreyfus retirement plan accounts, to "The Dreyfus Trust
Company, Custodian." Payments to open new accounts which are
mailed should be sent to The Dreyfus Family of Funds, P.O. Box
9387, Providence, Rhode Island 02940-9387, together with your
Account Application indicating which Class of shares if being
purchased. For subsequent investments, your Fund account number
should appear on the check and an investment slip should be
enclosed and sent to The Dreyfus Family of Funds, P.O. Box 105,
Newark, New Jersey 07101-0105. For Dreyfus retirement plan
accounts both initial and subsequent investments should be sent
to The Dreyfus Trust Company, Custodian, P.O. Box 6427,
Providence, Rhode Island 02940-6427. Neither initial nor
subsequent investments should be made by third party check.
Purchase orders may be delivered in person only to the Dreyfus
Financial Center located in the lobby of 200 Park Avenue, New
York, New York. THESE ORDERS WILL BE FORWARDED TO THE FUND AND
WILL BE PROCESSED ONLY UPON RECEIPT THEREBY. Other purchase
procedures may be in effect for clients of certain Service
Agents.
Wire payments may be made either to The Bank of New
York or to First Interstate Bank of California if your bank
account is in a commercial bank that is a member of the Federal
Reserve System or any other bank having a correspondent bank in
New York City. Immediately available funds may be transmitted
by wire to The Bank of New York, DDA #8900051957/General Money
Market Fund, Inc.--Class A; or DDA #_____________/General Money
Market Fund, Inc.--Class B, or to First Interstate Bank of
California, DDA #250039500/General Money Market Fund, Inc.--
Class A; or DDA #_____________/General Money Market Fund,
Inc.--Class B, for purchase of Fund shares in your name. The
wire must include your Fund account number (for new accounts,
your Taxpayer Identification Number ("TIN") should be included
instead), account registration and dealer number, if applicable.
If your initial purchase of Fund shares is by wire, please call
1-800-645-6561 after completing your wire payment to obtain your
Fund account number. Please include your Fund account number on
the Fund's Account Application and promptly mail the Account
Application to the Fund, as no redemptions will be permitted
until the Account Application is received. You may obtain
further information about remitting funds in this manner from
your bank. All payments should be made in U.S. dollars and, to
avoid fees and delays, should be drawn only on U.S. banks. A
charge will be imposed if any check used for investment in your
account does not clear. The Fund makes available to certain
large institutions the ability to issue purchase instructions
through compatible computer facilities.
Subsequent investments also may be made by electronic
transfer of funds from an account maintained in a bank or other
domestic financial institution that is an Automated Clearing
House member. You must direct the institution to transmit
immediately available funds through the Automated Clearing House
to The Bank of New York with instructions to credit your Fund
account. The instructions must specify your Fund account
registration and your Fund account number preceded by the digits
"1111."
Management understands that some Service Agents may
impose certain conditions on their clients which are different
from those described in this Prospectus and, to the extent
permitted by applicable regulatory authority, may charge their
clients direct fees for Servicing (as defined under "Service
Plan and Distribution Plan--Service Plan"). These fees would be
in addition to any amounts which might be received under the
Fund's Service Plan or Distribution Plan. Service Agents may
receive different levels of compensation for selling different
Classes of shares. Each Service Agent has agreed to transmit to
its clients a schedule of such fees. You should consult your
Service Agent in this regard.
Dreyfus Service Corporation may pay dealers a fee of
up to .5% of the amount invested through such dealers in Fund
shares by employees participating in qualified or non-qualified
employee benefit plans or other programs where (i) the employers
or affiliated employers maintaining such plans or programs have
a minimum of 250 employees eligible for participation in such
plans or programs, or (ii) such plan's or program's aggregate
investment in the Dreyfus Family of Funds or certain other
products made available by Dreyfus Service Corporation to such
plans or programs exceeds one million dollars. All present
holdings of shares of funds in the Dreyfus Family of Funds by
such employee benefit plans or programs will be aggregated to
determine the fee payable with respect to each such purchase of
Fund shares. Dreyfus Service Corporation reserves the right to
cease paying these fees at any time. Dreyfus Service Corporation
will pay such fees from its own funds, other than amounts
received from the Fund, including past profits or any other
source available to it.
Fund shares are sold on a continuous basis at the net
asset value per share next determined after an order in proper
form and Federal Funds (monies of member banks within the
Federal Reserve System which are held on deposit at a Federal
Reserve Bank) are received by the Transfer Agent in written or
telegraphic form, or by First Interstate Bank of California in
telegraphic form. If you do not remit Federal Funds, your
payment must be converted into Federal Funds. This usually
occurs within one business day of receipt of a bank wire and
within two business days of receipt of a check drawn on a member
bank of the Federal Reserve System. Checks drawn on banks which
are not members of the Federal Reserve System may take
considerably longer to convert into Federal Funds. Prior to
receipt of Federal Funds, your money will not be invested.
The Fund's net asset value per share is determined
twice each day: as of 12:00 Noon, New York time/9:00 a.m.,
California time, and as of the close of trading on the floor of
the New York Stock Exchange (currently 4:00 p.m., New York
time/1:00 p.m., California time), on each day the New York Stock
Exchange or the Fund's Transfer Agent is open for business. Net
asset value per share of each Class is computed by dividing the
value of the Fund's net assets represented by such Class (i.e.,
the value of its assets less liabilities) by the total number of
shares of such Class outstanding. See "Determination of Net
Asset Value" in the Fund's Statement of Additional Information.
If your payments are received in or converted into
Federal Funds by 12:00 Noon, New York time, by the Transfer
Agent, or received in Federal Funds by 12:00 Noon, California
time, by First Interstate Bank of California, on a business day,
you will receive the dividend declared that day. If your
payments are received in or converted into Federal Funds after
12:00 Noon, New York time, by the Transfer Agent, or received in
Federal Funds after 12:00 Noon, California time, by First
Interstate Bank of California, you will begin to accrue
dividends on the following business day.
Qualified institutions may telephone orders for
purchase of Fund shares. A telephone order placed to Dreyfus
Service Corporation in New York will become effective at the
price determined at 12:00 Noon, New York time, and the shares
purchased will receive the dividend on Fund shares declared on
that day if such order is placed by 12:00 Noon, New York time,
and Federal Funds are received by the Transfer Agent by 4:00
p.m., New York time, on that day. A telephone order placed to
Dreyfus Service Corporation in California will become effective
at the price determined at 1:00 p.m., California time, and the
shares purchased will receive the dividend on Fund shares
declared on that day if such order is placed by 12:00 Noon,
California time, and Federal Funds are received by First
Interstate Bank of California by 4:00 p.m., California time, on
that day.
Federal regulations require that you provide a
certified TIN upon opening or reopening an account. See
"Dividends, Distributions and Taxes" and the Fund's Account
Application for further information concerning this requirement.
Failure to furnish a certified TIN to the Fund could subject you
to a $50 penalty imposed by the Internal Revenue Service (the
"IRS").
SHAREHOLDER SERVICES
The services and privileges described under this
heading may not be available to clients of certain Service
Agents and some Service Agents may impose certain conditions on
their clients which are different from those described in this
Prospectus. You should consult your Service Agent in this
regard. In addition, use of the privileges noted below may
require that the proper forms and information be filed with and
processed by the Transfer Agent.
FUND EXCHANGES--Clients of certain Service Agents may purchase,
in exchange for shares of the Fund, shares of certain other
funds managed or administered by The Dreyfus Corporation, to the
extent such shares are offered for sale in your state of
residence. These funds have different investment objectives
which may be of interest to you. If you desire to use this
service, you should consult your Service Agent or call 1-800-
645-6561 to determine if it is available and whether any
conditions are imposed on its use.
To request an exchange, you or your Service Agent
acting on your behalf must give exchange instructions to the
Transfer Agent in writing or by telephone. Before any exchange,
you must obtain and should review a copy of the current
prospectus of the fund into which the exchange is being made.
Prospectuses may be obtained by calling 1-800-645-6561. Except
in the case of Personal Retirement Plans, the shares being
exchanged must have a current value of at least $500;
furthermore, when establishing a new account by exchange, the
shares being exchanged must have a value of at least the minimum
initial investment required for the fund into which the exchange
is being made. The ability to issue exchange instructions by
telephone is given to all Fund shareholders automatically,
unless the investor checks the relevant "No" box on the Account
Application, indicating that the investor specifically refuses
this Privilege. The Telephone Exchange Privilege may be
established for an existing account by written request, signed
by all shareholders on the account, or by a separate signed
Shareholder Services Form, also available by calling 1-800-645-
6561. If an investor has established the Telephone Exchange
Privilege, the investor may telephone exchange instructions by
calling 1-800-221-4060 or, if calling from overseas, 1-401-455-
3306. See "How to Redeem Fund Shares-- Procedures." Upon an
exchange into a new account, the following shareholder services
and privileges, as applicable and where available, will be
automatically carried over to the fund in which the exchange is
made: Telephone Exchange Privilege, Check Redemption Privilege,
Wire Redemption Privilege, Telephone Redemption Privilege and
the dividend/capital gain distribution option (except for
Dividend Sweep) selected by the investor.
Shares will be exchanged at the next determined net
asset value; however, a sales load may be charged with respect
to exchanges into funds sold with a sales load. If you are
exchanging into a fund that charges a sales load, you may
qualify for share prices which do not include the sales load or
which reflect a reduced sales load, if the shares of the fund
from which you are exchanging were: (a) purchased with a sales
load, (b) acquired by a previous exchange from shares purchased
with a sales load, or (c) acquired through reinvestment of
dividends or distributions paid with respect to the foregoing
categories of shares. To qualify, at the time of your exchange
you must notify the Transfer Agent or your Service Agent must
notify the Distributor. Any such qualification is subject to
confirmation of your holdings through a check of appropriate
records. See "Shareholder Services" in the Statement of
Additional Information. No fees currently are charged
shareholders directly in connection with exchanges, although the
Fund reserves the right, upon not less than 60 days' written
notice, to charge shareholders a nominal fee in accordance with
rules promulgated by the Securities and Exchange Commission.
The Fund reserves the right to reject any exchange request in
whole or in part. The availability of Fund Exchanges may be
modified or terminated at any time upon notice to shareholders.
The exchange of shares of one fund for shares of
another is treated for Federal income tax purposes as a sale of
the shares given in exchange by the shareholder and, therefore,
an exchanging shareholder may realize a taxable gain or loss.
AUTO-EXCHANGE PRIVILEGE--The Auto-Exchange Privilege enables you
to invest regularly (on a semi-monthly, monthly, quarterly or
annual basis), in exchange for shares of the Fund, in shares of
other funds in the Dreyfus Family of Funds of which you are
currently an investor. The amount you designate, which can be
expressed either in terms of a specific dollar or share amount
($100 minimum), will be exchanged automatically on the first
and/or fifteenth of the month according to the schedule you have
selected. Shares will be exchanged at the then-current net
asset value; however, a sales load may be charged with respect
to exchanges into funds sold with a sales load. See
"Shareholder Services" in the Statement of Additional
Information. The right to exercise this Privilege may be
modified or cancelled by the Fund or the Transfer Agent. You
may modify or cancel your exercise of this Privilege at any time
by writing to The Dreyfus Family of Funds, P.O. Box 9671,
Providence, Rhode Island 02940-9671. The Fund may charge a
service fee for the use of this Privilege. No such fee
currently is contemplated. The exchange of shares of one fund
for shares of another is treated for Federal income tax purposes
as a sale of the shares given in exchange by the shareholder
and, therefore, an exchanging shareholder may realize a taxable
gain or loss. For more information concerning this Privilege
and the funds in the Dreyfus Family of Funds eligible to
participate in this Privilege, or to obtain an Auto-Exchange
Authorization Form, please call toll free 1-800-645-6561.
AUTOMATIC ASSET BUILDER--Automatic Asset Builder permits you to
purchase Fund shares (minimum of $100 and maximum of $150,000
per transaction) at regular intervals selected by you. Fund
shares are purchased by transferring funds from the bank account
designated by you. At your option, the bank account designated
by you will be debited in the specified amount, and Fund shares
will be purchased, once a month, on either the first or
fifteenth day, or twice a month, on both days. Only an account
maintained at a domestic financial institution which is an
Automated Clearing House member may be so designated. To
establish an Automatic Asset Builder account, you must file an
authorization form with the Transfer Agent. You may obtain the
necessary authorization form from your Service Agent or by
calling 1-800-645-6561. You may cancel your participation in
this Privilege or change the amount of purchase at any time by
mailing written notification to The Dreyfus Family of Funds,
P.O. Box 9671, Providence, Rhode Island 02940-9671, or, if for
Dreyfus retirement plan accounts, to The Dreyfus Trust Company,
Custodian, P.O. Box 6427, Providence, Rhode Island 02940-6427,
and the notification will be effective three business days
following receipt. The Fund may modify or terminate this
Privilege at any time or charge a service fee. No such fee
currently is contemplated.
GOVERNMENT DIRECT DEPOSIT PRIVILEGE--The Government Direct
Deposit Privilege enables you to purchase Fund shares (minimum
of $100 and maximum of $50,000 per transaction) by having
Federal salary, Social Security, or certain veterans', military
or other payments from the Federal government automatically
deposited into your Fund account. You may deposit as much of
such payments as you elect. To enroll in Government Direct
Deposit, you must file with the Transfer Agent a completed
Direct Deposit Sign-Up Form for each type of payment that you
desire to include in this Privilege. The appropriate form may
be obtained from your Service Agent or by calling 1-800-645-
6561. Death or legal incapacity will terminate your
participation in this Privilege. You may elect at any time to
terminate your participation by notifying in writing the
appropriate Federal agency. Further, the Fund may terminate
your participation upon 30 days' notice to you.
QUARTERLY DISTRIBUTION PLAN--The Quarterly Distribution Plan
permits you to receive quarterly payments from the Fund
consisting of proceeds from the redemption of shares purchased
for your account through the automatic reinvestment of dividends
declared on your account during the preceding calendar quarter.
You may open a Quarterly Distribution Plan by
submitting a request to the Transfer Agent. The Plan may be
ended at any time by you, the Fund or the Transfer Agent.
Shares for which certificates have been issued must be presented
before redemption under the Plan.
DIVIDEND OPTIONS--Dividend Sweep enables you to invest
automatically dividends or dividends and capital gain
distributions, if any, paid by the Fund in shares of another
fund in the Dreyfus Family of Funds of which you are a
shareholder. Shares of the other fund will be purchased at the
then-current net asset value; however, a sales load may be
charged with respect to investments in shares of a fund sold
with a sales load. If you are investing in a fund that charges
a sales load, you may qualify for share prices which do not
include the sales load or which reflect a reduced sales load.
See "Shareholder Services" in the Statement of Additional
Information. Dividend ACH permits a shareholder to transfer
electronically on the payment date their dividends or dividends
and capital gain distributions, if any, from the Fund to a
designated bank account. Only an account maintained at a
domestic financial institution which is an Automated Clearing
House member may be so designated. Banks may charge a fee for
this service.
For more information concerning these privileges or to
request a Dividend Options Form, please call toll free 1-800-
645-6561. You may cancel these privileges by mailing written
notification to The Dreyfus Family of Funds, P.O. Box 9671,
Providence, Rhode Island 02940-9671. Enrollment in or
cancellation of these privileges is effective three business
days following receipt. These privileges are available only for
existing accounts and may not be used to open new accounts.
Minimum subsequent investments do not apply for Dividend Sweep.
The Fund may modify or terminate these privileges at any time or
charge a service fee. No such fee currently is contemplated.
Shares held under Keogh Plans or IRAs are not eligible for
Dividend Sweep.
PAYROLL SAVINGS PLAN--The Payroll Savings Plan permits you to
purchase Fund shares (minimum of $100 per transaction)
automatically on a regular basis. Depending upon your
employer's direct deposit program, you may have part or all of
your paycheck transferred to your existing Dreyfus account
electronically through the Automated Clearing House system at
each pay period. To establish a Payroll Savings Plan account,
you must file an authorization form with your employer's payroll
department. Your employer must complete the reverse side of the
form and return it to The Dreyfus Family of Funds, P.O. Box
9671, Providence, Rhode Island 02940-9671. You may obtain the
necessary authorization form by calling 1-800-645-6561. You may
change the amount of purchase or cancel the authorization only
by written notification to your employer. It is the sole
responsibility of your employer, not the Distributor, The
Dreyfus Corporation, the Fund, the Transfer Agent or any other
person, to arrange for transactions under the Payroll Savings
Plan. The Fund may modify or terminate this Privilege at any
time or charge a service fee. No such fee currently is
contemplated.
AUTOMATIC WITHDRAWAL PLAN--The Automatic Withdrawal Plan permits
you to request withdrawal of a specified dollar amount (minimum
of $50) on either a monthly or quarterly basis if you have a
$5,000 minimum account. An application for the Automatic
Withdrawal Plan can be obtained by calling 1-800-645-6561.
There is a service charge of 50 for each withdrawal check. The
Automatic Withdrawal Plan may be ended at any time by you, the
Fund or the Transfer Agent. Shares for which certificates have
been issued may not be redeemed through the Automatic Withdrawal
Plan.
RETIREMENT PLANS--The Fund offers a variety of pension and
profit-sharing plans, including Keogh Plans, IRAs, SEP-IRAs and
IRA "Rollover Accounts," 401(k) Salary Reduction Plans and
403(b)(7) Plans. Plan support services also are available. You
can obtain details on the various plans by calling the following
numbers toll free: for Keogh Plans, please call 1-800-358-5566;
for IRAs and IRA "Rollover Accounts," please call 1-800-645-
6561; and for SEP-IRAs, 401(k) Salary Reduction Plans and
403(b)(7) Plans, please call 1-800-322-7880.
HOW TO REDEEM FUND SHARES
GENERAL--You may request redemption of your shares at any time.
Redemption requests should be transmitted to the Transfer Agent
as described below. When a request is received in proper form,
the Fund will redeem the shares at the next determined net asset
value.
The Fund imposes no charges when shares are redeemed
directly through the Distributor. Service Agents may charge a
nominal fee for effecting redemptions of Fund shares. Any
certificates representing Fund shares being redeemed must be
submitted with the redemption request. The value of the shares
redeemed may be more or less than their original cost, depending
upon the Fund's then-current net asset value.
The Fund ordinarily will make payment for all shares
redeemed within seven days after receipt by the Transfer Agent
of a redemption request in proper form, except as provided by
the rules of the Securities and Exchange Commission. However,
if you have purchased Fund shares by check or through Automatic
Asset Builder and subsequently submit a written redemption
request to the Transfer Agent, your redemption will be effective
and the redemption proceeds will be transmitted to you promptly
upon bank clearance of your purchase check or Automatic Asset
Builder order, which may take up to eight business days or more.
In addition, the Fund will not honor Redemption Checks under the
Check Redemption Privilege, and will reject requests to redeem
shares by wire or telephone, for a period of eight business days
after receipt by the Transfer Agent of the purchase check or the
Automatic Asset Builder order against which such redemption is
requested. These procedures will not apply if your shares were
purchased by wire payment, or if you otherwise have a sufficient
collected balance in your account to cover the redemption
request. Prior to the time any redemption is effective,
dividends on such shares will accrue and be payable, and you
will be entitled to exercise all other rights of beneficial
ownership. Fund shares will not be redeemed until the Transfer
Agent has received your Account Application.
The Fund reserves the right to redeem your account at
its option upon not less than 45 days' written notice if your
account's net asset value is $500 or less and remains so during
the notice period.
PROCEDURES--You may redeem shares by using the regular
redemption procedure through the Transfer Agent, the Check
Redemption Privilege, the Wire Redemption Privilege, the
Telephone Redemption Privilege, or, if you are a client of a
Selected Dealer, through the Selected Dealer. If you have given
your Service Agent authority to instruct the Transfer Agent to
redeem shares and to credit the proceeds of such redemptions to
a designated account at your Service Agent, you may redeem
shares only in this manner and in accordance with the regular
redemption procedure described below. If you wish to use the
other redemption methods described below, you must arrange with
your Service Agent for delivery of the required application(s)
to the Transfer Agent. Other redemption procedures may be in
effect for clients of certain Service Agents. The Fund makes
available to certain large institutions the ability to issue
redemption instructions through compatible computer facilities.
You may redeem Fund shares by telephone if you have
checked the appropriate box on the Fund's Account Application or
have filed a Shareholder Services Form with the Transfer Agent.
If you select a telephone redemption privilege or telephone
exchange privilege (which is granted automatically unless you
refuse it), you authorize the Transfer Agent to act on telephone
instructions from any person representing himself or herself to
be you, or a representative of your Service Agent, and
reasonably believed by the Transfer Agent to be genuine. The
Fund will require the Transfer Agent to employ reasonable
procedures, such as requiring a form of personal identification,
to confirm that instructions are genuine and, if it does not
follow such procedures, the Fund or the Transfer Agent may be
liable for any losses due to unauthorized or fraudulent
instructions. Neither the Fund nor the Transfer Agent will be
liable for following telephone instructions reasonably believed
to be genuine.
During times of drastic economic or market conditions,
you may experience difficulty in contacting the Transfer Agent
by telephone to request a redemption or exchange of Fund shares.
In such cases, you should consider using the other redemption
procedures described herein. Use of these other redemption
procedures may result in your redemption request being processed
at a later time than it would have been if telephone redemption
had been used.
REGULAR REDEMPTION--Under the regular redemption procedure, you
may redeem shares by written request mailed to The Dreyfus
Family of Funds, P.O. Box 9671, Providence, Rhode Island 02940-
9671. Redemption requests may be delivered in person only to the
Dreyfus Financial Center located in the lobby of 200 Park
Avenue, New York, New York. THESE REQUESTS WILL BE FORWARDED TO
THE FUND AND WILL BE PROCESSED ONLY UPON RECEIPT THEREBY.
Redemption requests must be signed by each shareholder,
including each owner of a joint account, and each signature must
be guaranteed. The Transfer Agent has adopted standards and
procedures pursuant to which signature-guarantees in proper form
will be accepted from domestic banks, brokers, dealers, credit
unions, national securities exchanges, registered securities
associations, clearing agencies and savings associations, as
well as from participants in the New York Stock Exchange
Medallion Signature Program, the Securities Transfer Agents
Medallion Program ("STAMP"), and the Stock Exchanges Medallion
Program. If you have any questions with respect to signature-
guarantees, please call one of the telephone numbers listed
under "General Information."
Redemption proceeds of at least $1,000 will be wired
to any member bank of the Federal Reserve System in accordance
with a written signature-guaranteed request.
CHECK REDEMPTION PRIVILEGE--You may request on the Account
Application, Shareholder Services Form or by later written
request that the Fund provide Redemption Checks drawn on the
Fund's account. Redemption Checks may be made payable to the
order of any person in the amount of $500 or more. Redemption
Checks should not be used to close your account. Redemption
Checks are free, but the Transfer Agent will impose a fee for
stopping payment of a Redemption Check upon your request or if
the Transfer Agent cannot honor a Redemption Check due to
insufficient funds or other valid reason. You should date your
Redemption Checks with the current date when you write them.
Please do not postdate your Redemption Checks. If you do, the
Transfer Agent will honor, upon presentment, even if presented
before the date of the check, all postdated Redemption Checks
which are dated within six months of presentment for payment, if
they are otherwise in good order. Shares for which certificates
have been issued may not be redeemed by Redemption Check.
Shares held under Keogh Plans, IRAs or other retirement plans
are not eligible for this Privilege. This Privilege may be
modified or terminated at any time by the Fund or the Transfer
Agent upon notice to shareholders.
WIRE REDEMPTION PRIVILEGE--You may request by wire or telephone
that redemption proceeds (minimum $1,000) be wired to your
account at a bank which is a member of the Federal Reserve
System, or a correspondent bank if your bank is not a member.
To establish the Wire Redemption Privilege, you must check the
appropriate box and supply the necessary information on the
Fund's Account Application or file a Shareholder Services Form
with the Transfer Agent. You may direct that redemption
proceeds be paid by check (maximum $150,000 per day) made out to
the owners of record and mailed to your address. Redemption
proceeds of less than $1,000 will be paid automatically by
check. Holders of jointly registered Fund or bank accounts may
have redemption proceeds of not more than $250,000 wired within
any 30-day period. You may telephone redemption requests by
calling 1-800-221-4060 or, if you are calling from overseas,
call 1-401-455-3306. The Fund reserves the right to refuse any
redemption request, including requests made shortly after a
change of address, and may limit the amount involved or the
number of such requests. This Privilege may be modified or
terminated at any time by the Transfer Agent or the Fund. The
Fund's Statement of Additional Information sets forth
instructions for transmitting redemption requests by wire.
Shares held under Keogh Plans, IRAs or other retirement plans,
and shares for which certificates have been issued, are not
eligible for this Privilege.
TELEPHONE REDEMPTION PRIVILEGE--You may redeem Fund shares
(maximum $150,000 per day) by telephone if you have checked the
appropriate box on the Fund's Account Application or have filed
a Shareholder Services Form with the Transfer Agent. The
redemption proceeds will be paid by check and mailed to your
address. You may telephone redemption instructions by calling
1-800-221-4060 or, if you are calling from overseas, call 1-401-
455-3306. The Fund reserves the right to refuse any request
made by telephone, including requests made shortly after a
change of address, and may limit the amount involved or the
number of telephone redemption requests. This Privilege may be
modified or terminated at any time by the Transfer Agent or the
Fund. Shares held under Keogh Plans, IRAs or other retirement
plans, and shares for which the certificates have been issued,
are not eligible for this Privilege.
REDEMPTION THROUGH A SELECTED DEALER--If you are a customer of a
Selected Dealer, you may make redemption requests to the
Selected Dealer. If the Selected Dealer transmits the
redemption request so that it is received by the Transfer Agent
by 12:00 Noon, New York time, or by the Los Angeles office of
Dreyfus Service Corporation by 12:00 Noon, California time, on a
business day, the proceeds of the redemption ordinarily will be
transmitted in Federal Funds on the same day and the shares will
not receive the dividend declared on that day. If a redemption
request is received by the Transfer Agent after 12:00 Noon, New
York time, or by the Los Angeles office of Dreyfus Service
Corporation after 12:00 Noon, California time, the shares will
receive the dividend declared on that day and the proceeds of
redemption ordinarily will be transmitted in Federal Funds on
the next business day. It is the responsibility of the Selected
Dealer to transmit a request so that it is received in a timely
manner. The proceeds of the redemption are credited to your
account with the Selected Dealer.
SERVICE PLAN AND DISTRIBUTION PLAN
SERVICE PLAN (CLASS A ONLY)--Under the Service Plan, adopted
pursuant to Rule 12b-1 under the Investment Company Act of 1940,
the Fund directly bears, with respect to Class A, the costs of
preparing, printing and distributing prospectuses and statements
of additional information and of implementing and operating the
Service Plan. In addition, the Fund reimburses (a) the
Distributor for payments made for distributing the Class A
shares and servicing shareholder accounts ("Servicing") and
(b) The Dreyfus Corporation, Dreyfus Service Corporation, a
wholly-owned subsidiary of The Dreyfus Corporation, and any
affiliate of either of them (collectively, "Dreyfus") for
payments made for Servicing, at an aggregate annual rate of up
to .20 of 1% of the value of the average daily net assets of
Class A. Each of the Distributor and Dreyfus may pay one or
more Service Agents a fee in respect of Class A shares owned by
shareholders with whom the Service Agent has a Servicing
relationship or for whom the Service Agent is the dealer or
holder of record. The schedule of such fees and the basis upon
which such fees will be paid shall be determined from time to
time by the Fund's Board. If a holder of Class A shares ceases
to be a client of a Service Agent, but continues to hold Class A
shares, Dreyfus will be permitted to act as a Service Agent in
respect of such Fund shareholders and receive payments under the
Service Plan from the Distributor for Servicing. The fees
payable for Servicing are payable without regard to actual
expenses incurred.
DISTRIBUTION PLAN (CLASS B ONLY)--Under the Distribution Plan,
adopted pursuant to Rule 12b-1 under the Investment Company Act
of 1940, the Fund directly bears, with respect to Class B, the
costs of preparing, printing and distributing prospectuses and
statements of additional information and of implementing and
operating the Distribution Plan. In addition, the Fund
reimburses the Distributor for payments made to third parties
for distributing (within the meaning of Rule 12b-1) Class B
shares at an aggregate annual rate of up to .20 of 1% of the
value of the average daily net assets of Class B.
SHAREHOLDER SERVICES PLANS
CLASS A--The Fund has adopted a Shareholder Services Plan with
respect to Class A pursuant to which the Fund reimburses Dreyfus
Service Corporation an amount not to exceed an annual rate of
.25 of 1% of the value of the average daily net assets of Class
A for certain allocated expenses of providing personal services
and/or maintaining shareholder accounts. At no time, however,
will the amount paid under this Plan, together with amounts
otherwise paid with respect to Class A under the Fund's Service
Plan as a "service fee" pursuant to Article III, Section 26, of
the NASD Rules of Fair Practice, exceed the maximum amount
permitted to be paid under the NASD Rules as a service fee. 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.
CLASS B--The Fund has adopted a Shareholder Services Plan with
respect to Class B pursuant to which the Fund pays the
Distributor for the provision of certain services to the holders
of Class B shares a fee at the annual rate of .25 of 1% of the
value of the average daily net assets of Class B. 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 providing
services related to the maintenance of such shareholder
accounts. Under the Shareholder Services Plan the Distributor
may make payments to Service Agents in respect of these
services. The Distributor determines the amounts to be paid to
Service Agents. Each Service Agent is required to disclose to
its clients any compensation payable to it by the Fund pursuant
to the Shareholder Services Plan and any other compensation
payable by their clients in connection with the investment of
their assets in Fund shares.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The Fund ordinarily declares dividends from its net
investment income on each day the New York Stock Exchange or the
Transfer Agent is open for business. The Fund's earnings for
Saturdays, Sundays and holidays are declared as dividends on the
preceding business day. Dividends usually are paid on the last
calendar day of each month and automatically are reinvested in
additional Fund shares at net asset value or, at your option,
paid in cash. If you redeem all shares in your account at any
time during the month, all dividends to which you are entitled
will be paid to you along with the proceeds of the redemption.
Distributions from net realized securities gains, if any,
generally are declared and paid once a year, but the Fund may
make distributions on a more frequent basis to comply with the
distribution requirements of the Internal Revenue Code of 1986,
as amended (the "Code"), in all events in a manner consistent
with the provisions of the Investment Company Act of 1940. The
Fund will not make distributions from net realized securities
gains unless capital loss carryovers, if any, have been utilized
or have expired. You may choose whether to receive
distributions in cash or to reinvest in additional Fund shares
at net asset value. All expenses are accrued daily and deducted
before declaration of dividends to investors. Dividends paid by
each Class will be calculated at the same time and in the same
manner and will be of the same amount, except that the expenses
attributable solely to a Class will be borne exclusively by such
Class. Class B shares will receive lower per share dividends
than Class A shares because of the higher expenses borne by
Class B. See "Annual Fund Operating Expenses."
Dividends derived from net investment income, together
with distributions from any net realized short-term securities
gains and all or a portion of any gains from the sale or other
disposition of certain market discount bonds, paid by the Fund
are subject to Federal income tax as ordinary income, whether
received in cash or reinvested in additional Fund shares. No
dividends will qualify for the dividends received deduction
allowable to certain U.S. corporations. Distributions from net
realized long-term securities gains of the Fund generally are
taxable as long-term capital gains for Federal income tax
purposes. The Code provides that the net capital gain of an
individual generally will not be subject to Federal income tax
at a rate in excess of 28%. Dividends and distributions may be
subject to certain state and local taxes.
Dividends derived from net investment income, together
with distributions from net realized short-term securities gains
and all or a portion of any gains from the sale or other
disposition of certain market discount bonds, paid by the Fund
to a foreign investor generally are subject to U.S. nonresident
withholding taxes at the rate of 30%, unless the foreign
investor claims the benefit of a lower rate specified in a tax
treaty. Distributions from net realized long-term securities
gains paid by the Fund to a foreign investor generally will not
be subject to U.S. nonresident withholding tax. However, such
distributions may be subject to backup withholding, as described
below, unless the foreign investor certifies his non-U.S.
residency status.
Notice as to the tax status of your dividends and
distributions is mailed to you annually. You also will receive
periodic summaries of your account which will include
information as to dividends and distributions from securities
gains, if any, paid during the year.
Federal regulations generally require the Fund to
withhold ("backup withholding") and remit to the U.S. Treasury
31% of dividends and distributions from net realized securities
gains of the Fund paid to a shareholder if such shareholder
fails to certify either that the TIN furnished in connection
with opening an account is correct or that such shareholder has
not received notice from the IRS of being subject to backup
withholding as a result of a failure to properly report taxable
dividend or interest income on a Federal income tax return.
Furthermore, the IRS may notify the Fund to institute backup
withholding if the IRS determines a shareholder's TIN is
incorrect or if a shareholder has failed to properly report
taxable dividend and interest income on a Federal income tax
return.
A TIN is either the Social Security number or employer
identification number of the record owner of the account. Any
tax withheld as a result of backup withholding does not
constitute an additional tax imposed on the record owner of the
account, and may be claimed as a credit on the record owner's
Federal income tax return.
Management of the Fund believes that the Fund has
qualified for the fiscal year ended January 31, 1995 as a
"regulated investment company" under the Code. The Fund intends
to continue to so qualify as long as such qualification is in
the best interests of its shareholders. Such qualification
relieves the Fund of any liability for Federal income tax to the
extent its earnings are distributed in accordance with
applicable provisions of the Code. The Fund is subject to a
non-deductible 4% excise tax, measured with respect to certain
undistributed amounts of taxable investment income and capital
gains.
You should consult your tax adviser regarding specific
questions as to Federal, state or local taxes.
GENERAL INFORMATION
The Fund was incorporated under Maryland law on May
15, 1981, and commenced operations on February 8, 1982. The
Fund is authorized to issue 15 billion shares of Common Stock,
par value $.01 per share. The Fund's shares are classified into
two classes--Class A and Class B. Each share has one vote and
shareholders will vote in the aggregate and not by Class except
as otherwise required by law.
Unless otherwise required by the Investment Company
Act of 1940, ordinarily it will not be necessary for the Fund to
hold annual meetings of shareholders. As a result, Fund
shareholders may not consider each year the election of
Directors or the appointment of auditors. However, pursuant to
the Fund's By-Laws, the holders of at least 10% of the shares
outstanding and entitled to vote may require the Fund to hold a
special meeting of shareholders for purposes of removing a
Director from office and the holders of at least 25% of such
shares may require the Fund to hold a special meeting of
shareholders for any other purpose. Fund shareholders may
remove a Director by the affirmative vote of a majority of the
Fund's outstanding voting shares. In addition, the Board of
Directors will call a special meeting of shareholders for the
purpose of electing Directors if, at any time, less than a
majority of the Directors then holding office have been elected
by shareholders.
The Transfer Agent maintains a record of your
ownership and sends confirmations and statements of account.
Shareholder inquiries may be made to your Service
Agent or by writing to the Fund at 144 Glenn Curtiss Boulevard,
Uniondale, New York 11556-0144, or by calling toll free 1-800-
242-8671. In New York City, call 1-718-895-1396; on Long
Island, call 794-5452.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS AND IN THE FUND'S OFFICIAL SALES LITERATURE IN
CONNECTION WITH THE OFFER OF THE FUND'S SHARES, AND, IF GIVEN OR
MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER IN ANY STATE IN WHICH,
OR TO ANY PERSON TO WHOM, SUCH OFFERING MAY NOT LAWFULLY BE
MADE.
<PAGE>
GENERAL MONEY MARKET FUND, INC.
CLASS A AND CLASS B
PART B
(STATEMENT OF ADDITIONAL INFORMATION)
, 1995
This Statement of Additional Information, which is not a
prospectus, supplements
and should be read in conjunction with the current Prospectus of
General Money Market Fund, Inc. (the "Fund"), dated
, 1995, as it may be revised from time to time.
To obtain a copy of the Fund's Prospectus, please write to the
Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York
11556-0144, or call the following numbers:
Call Toll Free 1-800-242-8671
In New York City -- Call 1-718-895-1396
On Long Island -- Call 794-5452
The Dreyfus Corporation (the "Manager") serves as the Fund's
investment adviser.
Premier Mutual Fund Services, Inc. (the "Distributor") is
the distributor of the Fund's shares.
TABLE OF CONTENTS
Page
Investment Objective and Management Policies. . . . . . . . B-2
Management of the Fund. . . . . . . . . . . . . . . . . . . B-5
Management Agreement. . . . . . . . . . . . . . . . . . . . B-9
Purchase of Fund Shares . . . . . . . . . . . . . . . . . . B-12
Service Plan and Distribution Plan. . . . . . . . . . . . . B-12
Shareholder Services Plans. . . . . . . . . . . . . . . . . B-13
Redemption of Fund Shares . . . . . . . . . . . . . . . . . B-14
Shareholder Services. . . . . . . . . . . . . . . . . . . . B-16
Determination of Net Asset Value. . . . . . . . . . . . . . B-20
Dividends, Distributions and Taxes. . . . . . . . . . . . . B-21
Yield Information . . . . . . . . . . . . . . . . . . . . . B-21
Portfolio Transactions. . . . . . . . . . . . . . . . . . . B-22
Information About the Fund. . . . . . . . . . . . . . . . . B-22
Custodian, Transfer and Dividend Disbursing Agent,
Counsel and Independent Auditors. . . . . . . . . . . . . B-23
Appendix. . . . . . . . . . . . . . . . . . . . . . . . . . B-24
Financial Statements. . . . . . . . . . . . . . . . . . . . B-__
Report of Independent Auditors. . . . . . . . . . . . . . . B-__
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"Description of the Fund."
Portfolio Securities
Bank Obligations. As a result of Federal and state laws and
regulations, domestic banks whose certificates of deposit ("CDs")
may be purchased by the Fund are, among
other things, generally required to maintain specified levels of
reserves, and are subject to
other supervision and regulation designed to promote financial
soundness. However, not all of such laws and regulations apply
to the foreign branches of domestic banks.
Domestic commercial banks organized under Federal law are
supervised and examined by the Comptroller of the Currency and
are required to be members of the Federal
Reserve System and to have their deposits insured by the Federal
Deposit Insurance
Corporation (the "FDIC"). Domestic banks organized under state
law are supervised and
examined by state banking authorities but are members of the
Federal Reserve System
only if they elect to join. In addition, state banks whose CDs
may be purchased by the
Fund are insured by the Bank Insurance Fund administered by the
FDIC (although such insurance may not be of material benefit to
the Fund, depending upon the principal
amount of the CDs of each bank held by the Fund) and are subject
to Federal examination and to a substantial body of Federal law
and regulation.
Obligations of foreign branches of domestic banks, foreign
subsidiaries of domestic
banks and domestic and foreign branches of foreign banks, such as
CDs and time deposits ("TDs"), may be general obligations of the
parent banks in addition to the issuing branch, or may be limited
by the terms of a specific obligation and governmental
regulation. Such obligations are subject to different risks than
are those of domestic banks. These risks include foreign
economic and political developments, foreign
governmental restrictions that may adversely affect payment of
principal and interest on the obligations, foreign exchange
controls and foreign withholding and other taxes on
interest income. These foreign branches and subsidiaries are not
necessarily subject to the same or similar regulatory
requirements as apply to domestic banks, such as
mandatory reserve requirements, loan limitations, and accounting,
auditing and financial recordkeeping requirements. In addition,
less information may be publicly available
about a foreign branch of a domestic bank or about a foreign bank
than about a domestic bank.
Obligations of United States branches of foreign banks may be
general obligations of the parent bank in addition to the issuing
branch, or may be limited by the terms of a specific obligation
or by Federal and state regulation as well as governmental action
in the country in which the foreign bank has its head office. A
domestic branch of a foreign bank with assets in excess of one
billion dollars may or may not be subject to reserve
requirements imposed by the Federal Reserve System or by the
state in which the branch is located if the branch is licensed in
that state.
In addition, Federal branches licensed by the Comptroller of
the Currency and branches licensed by certain states ("State
Branches") may or may not be required to:
(1) pledge to the regulator, by depositing assets with a
designated bank within the state, a
certain amount of their assets as fixed from time to time by the
appropriate regulatory authority; and (2) maintain assets within
the state in an amount equal to a specified percentage of the
aggregate amount of liabilities of the foreign bank payable at or
through all of its agencies or branches within the state. The
deposits of Federal or State Branches generally must be insured
by the FDIC if such branches take deposits of less
than $100,000.
In view of the foregoing factors associated with the purchase
of CDs and TDs issued by foreign branches of domestic banks, by
foreign subsidiaries of domestic banks, by foreign branches of
foreign banks or by domestic branches of foreign banks, the
Manager carefully evaluates such investments on a case-by-case
basis.
The Fund may purchase CDs issued by banks, savings and loan
associations and similar thrift institutions with less than one
billion dollars in assets, the deposits of which
are insured by the FDIC, provided the Fund purchases any such CD
in a principal amount of no more than $100,000, which amount
would be fully insured by the Bank Insurance Fund or the Savings
Association Insurance Fund administered by the FDIC.
Interest payments on such a CD are not insured by the FDIC. The
Fund will not own more than one such CD per such issuer.
Repurchase Agreements. The Fund's custodian or sub-custodian
will have custody of, and will hold in a segregated account,
securities acquired by the Fund under a repurchase agreement.
Repurchase agreements are considered by the staff of the
Securities and Exchange Commission to be loans by the Fund. In
an attempt to reduce the risk of incurring a loss on a repurchase
agreement, the Fund will enter into repurchase agreements only
with domestic banks with total assets in excess of one billion
dollars, or primary government securities dealers reporting to
the Federal Reserve Bank of New York, with respect to securities
of the type in which the Fund may invest, and will require that
additional securities be deposited with it if the value of the
securities purchased should decrease below the resale price. The
Manager will monitor on an ongoing basis the value of the
collateral to assure that it always equals or exceeds the
repurchase price. The Fund will consider on an ongoing basis the
creditworthiness of the institutions with which it enters into
repurchase agreements.
Illiquid Securities. If a substantial market of qualified
institutional buyers develops pursuant to Rule 144A under the
Securities Act of 1933, as amended, for certain
restricted securities held by the Fund, the Fund intends to treat
such securities as liquid securities in accordance with
procedures approved by the Fund's Board of Directors.
Because it is not possible to predict with assurance how the
market for restricted securities pursuant to Rule 144A will
develop, the Fund's Board of Directors has directed
the Manager to monitor carefully the Fund's investments in such
securities with particular regard to trading activity,
availability of reliable price information and other relevant
information. To the extent that, for a period of time, qualified
institutional buyers cease purchasing restricted securities
pursuant to Rule 144A, the Fund's investing in such
securities may have the effect of increasing the level of
illiquidity in the Fund's portfolio during such period.
Investment Restrictions. The Fund has adopted investment
restrictions numbered 1 through 12 as fundamental policies.
These restrictions cannot be changed without
approval by the holders of a majority (as defined in the
Investment Company Act of 1940
(the "Act")) of the Fund's outstanding voting shares. Investment
restriction number 13 is not a fundamental policy and may be
changed by vote of a majority of the Fund's Directors at any
time. The Fund may not:
1. Purchase common stocks, preferred stocks, warrants or
other equity securities, or purchase corporate bonds or
debentures, state bonds, municipal bonds or
industrial revenue bonds (except through the purchase of debt
obligations referred to under "Description of the Fund" in the
Prospectus and under "Investment Objective and
Management Policies" in this Statement of Additional
Information).
2. Borrow money except from banks for temporary or
emergency (not leveraging) purposes in an amount up to 15% of the
value of the Fund's total assets (including the amount borrowed)
based on the lesser of cost or market, less liabilities
(not including the amount borrowed) at the time the borrowing is
made. While borrowings exceed 5% of the value of the Fund's
total assets, the Fund will not make any additional investments.
3. Pledge its assets except in an amount up to 15% of the
value of its total assets but only to secure borrowings for
temporary or emergency purposes.
4. Sell securities short.
5. Write or purchase put or call options.
6. Underwrite the securities of other issuers.
7. Purchase or sell real estate investment trust
securities, commodities, or oil and gas interests.
8. Make loans to others (except through the purchase of
debt obligations referred to under "Description of the Fund" in
the Prospectus and under "Investment Objective and Management
Policies" in this Statement of Additional Information).
9. Invest more than 15% of its assets in the obligations of
any one bank, or invest more than 5% of its assets in the
commercial paper of any one issuer.
Notwithstanding the foregoing, to the extent required by the
rules of the Securities and
Exchange Commission, the Fund will not invest more than 5% of its
assets in the obligations of any one bank.
10. Invest less than 25% of its assets in securities issued
by banks or invest more than 25% of its assets in the securities
of issuers in any other industry, provided
that there shall be no limitation on the purchase of obligations
issued or guaranteed by the U.S. Government, its agencies or
instrumentalities.
11. Invest in companies for the purpose of exercising
control.
12. Invest in securities of other investment companies,
except as they may be acquired as part of a merger, consolidation
or acquisition of assets.
13. Enter into repurchase agreements providing for
settlement in more than seven days after notice or purchase
securities which are illiquid, if, in the aggregate, more
than 10% of the value of the Fund's net assets would be so
invested.
If a percentage restriction is adhered to at the time of
investment, a later increase
or decrease in percentage resulting from a change in values or
assets will not constitute a violation of such restriction.
The Fund may make commitments more restrictive than the
restrictions listed above so as to permit the sale of Fund shares
in certain states. Should the Fund determine that a commitment
is no longer in the best interest of the Fund and its
shareholders, the Fund reserves the right to revoke the
commitment by terminating the sale of Fund shares in the state
involved.
MANAGEMENT OF THE FUND
Directors and officers of the Fund, together with information
as to their principal business occupations during at least the
last five years, are shown below. Each Director
who is deemed to be an "interested person" of the Fund (as
defined in the Act) is indicated by an asterisk.
Directors of the Fund
CLIFFORD L. ALEXANDER, JR., Director. President of Alexander &
Associates, Inc., a management consulting firm. From 1977 to
1981, Mr. Alexander served as Secretary of the Army and Chairman
of the Board of the Panama Canal Company and, from 1975 to 1977,
he was a member of the Washington, D.C. law firm of Verner,
Liipfert, Bernhard, McPherson and Alexander. He is a director of
American Home Products Corporation, The Dun & Bradstreet
Corporation, Equitable Resources, Inc., a producer and
distributor of natural gas and crude petroleum, MCI
Communications Corporation and Mutual of America Life
Insurance Company. Mr. Alexander is also a Board member of
18 other funds in the Dreyfus Family of Funds. Mr. Alexander is
61 years old and his address is 400 C Street, N.E., Washington,
D.C. 20002.
PEGGY C. DAVIS, Director. Professor of Law, New York University
School of Law. Professor Davis has been a member of the New York
University law faculty since 1983. Prior to that time, she
served for three years as a judge in the courts of New
York State; was engaged for eight years in the practice of
law, working in both corporate and non-profit sectors; and served
for two years as a criminal justice administrator in the
government of the City of New York. She writes and teaches
in the fields of evidence, constitutional theory, family law,
social sciences and the law, legal process and professional
methodology and training. Ms. Davis is also a Board member of 16
other funds in the Dreyfus Family of Funds. Ms. Davis is 51
years old and her address is c/o New York University School
of Law, 249 Sullivan Street, New York, New York 10012.
*JOSEPH S. DiMARTINO, Chairman of the Board. Since
, 1995, . For more than five years prior thereto, he
was President, a director and, until August 1994, Chief Operating
Officer of the Manager and Executive Vice President and a
director of Dreyfus Service Corporation, a wholly-owned
subsidiary of the Manager and the Fund's distributor before
August 1994. Mr. DiMartino is also a director of Noel Group,
Inc., Vice President and former Treasurer and director of The
Muscular Dystrophy Association and a Trustee of Bucknell
University. Mr. DiMartino is also a Board member of 16 other
funds in the Dreyfus Family of Funds. Mr. DiMartino is 51 years
old and his address is 200 Park Avenue, New York, New York 10166.
ERNEST KAFKA, Director. A physician engaged in private practice
specializing in the psychoanalysis of adults and adolescents.
Since 1981, he has served as an Instructor at the New York
Psychoanalytic Institute and, prior thereto, held other
teaching positions. For more than the past five years, Dr.
Kafka has held numerous administrative positions and has
published many articles on subjects in the field of
psychoanalysis. Mr. Kafka is also a Board member of 16 other
funds in the Dreyfus Family of Funds. Mr. Kafka is 62 years old
and his address is 23 East 92nd Street, New York, New York 10128.
SAUL B. KLAMAN, Director. Chairman and Chief Executive Officer
of SBK Associates, which provides research and consulting
services to financial institutions. Dr. Klaman was President of
the National Association of Mutual Savings Banks until November
1983, President of the National Council of Savings Institutions
until June 1985, Vice Chairman of Golembe Associates Inc. until
1989 and Vice Chairman and Chairman Emeritus of BEI Golembe, Inc.
until November 1992. He also served as an Economist at the Board
of Governors of the Federal Reserve System and on several
Presidential Commissions, and has held numerous consulting
and advisory positions in the fields of economics and housing
finance. Mr. Klaman is also a Board member of 16 other funds in
the Dreyfus Family of Funds. Mr. Klaman is 75 years old and his
address is 431-B Dedham Street, The Gables, Newton Center,
Massachusetts 02159.
NATHAN LEVENTHAL, Director. President of Lincoln Center for the
Performing Arts, Inc. Mr. Leventhal was Deputy Mayor for
Operations of New York City from September 1979 to March 1984 and
Commissioner of the Department of Housing Preservation and
Development of New York City from February 1978 to
September 1979. Mr. Leventhal was an associate and then a
member of the New York law firm of Poletti Freidin Prashker
Feldman and Gartner from 1974 to 1978. He was Commissioner of
Rent and Housing Maintenance for New York City from 1972 to 1973.
Mr. Leventhal is also a Board member of 16 other funds
in the Dreyfus Family of Funds. Mr. Leventhal is 51 years
old and his address is 70 Lincoln Center Plaza, New York, New
York 10023-6583.
For so long as the Fund's plans described in the sections
captioned "Service Plan
and Distribution Plan" and "Shareholder Services Plans" remain in
effect, the Directors of the Fund who are not "interested
persons" of the Fund, as defined in the Act, will be
selected and nominated by the Directors who are not "interested
persons" of the Fund.
The Fund typically pays its Directors an annual retainer and
a per meeting fee and reimburses them for their expenses. For
the fiscal year ended January 31, 1995, the
aggregate amount of compensation paid to each Director by the
Fund and all other funds in the Dreyfus Family of Funds for which
such person is a Board member are as follows:
<TABLE>
<S> <C> <C> <C> <C>
(1) (2) (3) (4) (5)
Name of Board Aggregate Pension or Estimated Annual Total Compensation
Member Compensation from Retirement Benefits Benefits Upon From Fund and
Fund* Accured as Part of Retirement Fund Complex Paid
Fund's Expenses to Board Member
______________________________
* Amount does not include reimbursed expenses for attending Board meeting, which
was $________ for all Directors as a group.
</TABLE>
Officers of the Fund
MARIE E. CONNOLLY, President and Treasurer. President and Chief
Operating Officer of the Distributor and an officer of other
investment companies advised or administered by the Manager.
From December 1991 to July 1994, she was President and Chief
Compliance Officer of Funds Distributor, Inc., a wholly-owned
subsidiary of The Boston Company, Inc. Prior to December
1991, she served as Vice President and Controller, and later as
Senior Vice President, of The Boston Company Advisors, Inc.
JOHN E. PELLETIER, Vice President and Secretary. Senior Vice
President and General Counsel of the Distributor and an officer
of other investment companies advised or administered by the
Manager. From February 1992 to July 1994, he served as Counsel
for The Boston Company Advisors, Inc. From August 1990 to
February 1992, he was employed as an Associate at Ropes &
Gray, and prior to August 1990, he was employed as an Associate
at Sidley & Austin.
FREDERICK C. DEY, Vice President and Assistant Treasurer. Senior
Vice President of the Distributor and an officer of other
investment companies advised or administered by the Manager.
From 1988 to August 1994, he was Manager of the High Performance
Fabric Division of Springs Industries Inc.
ERIC B. FISCHMAN, Vice President and Assistant Secretary.
Associate General Counsel of the Distributor and an officer of
other investment companies advised or administered by the
Manager. From September 1992 to August 1994, he was an
attorney with the Board of Governors of the Federal Reserve
System.
JOSEPH S. TOWER, III, Assistant Treasurer. Senior Vice
President, Treasurer and Chief Financial Officer of the
Distributor and an officer of other investment
companies advised or administered by the Manager. From July
1988 to August 1994, he was employed by The Boston Company, Inc.
where he held various management positions in the Corporate
Finance and Treasury areas.
JOHN J. PYBURN, Assistant Treasurer. Vice President of the
Distributor and an officer of other investment companies advised
or administered by the Manager. From 1984 to July 1994, he was
Assistant Vice President in the Mutual Fund Accounting Department
of the Manager.
PAUL FURCINITO, Assistant Secretary. Assistant Vice President of
the Distributor and an officer of other investment companies
advised or administered by the Manager. From January 1992 to
July 1994, he was a Senior Legal Product Manager and, from
January 1990 to January 1992, a mutual fund accountant, for
The Boston Company Advisors, Inc.
RUTH D. LEIBERT, Assistant Secretary. Assistant Vice President
of the Distributor of an officer of other investment companies
advised or administered by the Manager. From March 1992 to July
1994, she was a Compliance Officer for The Managers Funds, a
registered investment company. From March 1990 until September
1991, she was Development Director of The Rockland Center for the
Arts and, prior thereto, was employed as a Research Assistant for
the Bureau of National Affairs.
The address of each officer of the Fund is 200 Park Avenue,
New York, New York 10166.
Directors and officers of the Fund, as a group, owned less
than 1% of the Fund's Common Stock outstanding on January 25,
1995.
MANAGEMENT AGREEMENT
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"Management of the Fund."
The Manager provides management services pursuant to the
Management Agreement (the "Agreement") dated August 24, 1994,
with the Fund, which is subject to annual approval by (i) the
Fund's Board of Directors or (ii) vote of a majority (as
defined in the Act) of the outstanding voting securities of the
Fund, provided that in either event the continuance also is
approved by a majority of the Directors who are not
"interested persons" (as defined in the Act) of the Fund or the
Manager, by vote cast in person at a meeting called for the
purpose of voting on such approval. The Agreement
was approved by shareholders at a meeting held on ,
1994. The Board of Directors, including a majority of the
Directors who are not "interested persons" of any
party to the Agreement, last voted to renew the Agreement at a
meeting held on , 1994. The Agreement is terminable
without penalty, on 60 days' notice, by the Fund's Board of
Directors or by vote of the holders of a majority of the Fund's
shares or, upon not less than 90 days' notice, by the Manager.
The Agreement will terminate automatically in the event of its
assignment (as defined in the Act).
The following persons are officers and/or directors of the
Manager: Howard Stein, Chairman of the Board and Chief Executive
Officer; W. Keith Smith, Chief Operating Officer and a director;
Paul H. Snyder, Vice President and Chief Financial Officer;
Daniel C. Maclean, Vice President and General Counsel; Barbara E.
Casey, Vice President--Retirement Services; Robert F. Dubuss,
Vice President; Henry D. Gottmann, Vice President--Retail; Elie
M. Genadry, Vice President--Wholesale; Mark N. Jacobs,
Vice President--Fund Legal and Compliance and Secretary; Jeffrey
N. Nachman, Vice President--Mutual Fund Accounting; Diane M.
Coffey, Vice President--Corporate
Communications; Lawrence S. Kash, Vice Chairman--Distribution;
Philip L. Toia, Vice Chairman--Operations and Administration;
Katherine C. Wickham, Vice President--
Human Resources; Maurice Bendrihem, Controller; and Mandell L.
Berman, Frank V. Cahouet, Alvin E. Friedman, Lawrence M. Greene
and David B. Truman, directors.
The Manager manages the Fund's portfolio of investments in
accordance with the stated policies of the Fund, subject to the
approval of the Fund's Board of Directors.
The Manager is responsible for investment decisions and provides
the Fund with Portfolio managers who are authorized by the Board
of Directors to execute purchases and sales of securities. The
Fund's Portfolio managers are Patricia A. Cuddy, Joseph S.
DiMartino, Robert P. Fort, Jr. and Patricia A. Larkin. The
Manager also maintains a research department with a professional
staff of portfolio managers and securities
analysts who provide research services for the Fund as well as
for other funds advised by the Manager. All purchases and sales
are reported for the Board's review at the meeting subsequent to
such transactions.
All expenses incurred in the operation of the Fund are borne
by the Fund, except to the extent specifically assumed by the
Manager. The expenses borne by the Fund
include: taxes, interest, brokerage fees and commissions, if
any, fees of Directors who are not officers, directors, employees
or holders of 5% or more of the outstanding voting
securities of the Manager, Securities and Exchange Commission
fees, state Blue Sky qualification fees, charges of custodians,
transfer and dividend disbursing agents' fees,
certain insurance premiums, outside auditing and legal expenses,
costs of maintaining corporate existence, investor services
(including, without limitation, telephone and
personnel expenses), costs of shareholder reports and corporate
meetings, costs of preparing, printing and distributing
prospectuses and statements of additional
information, and any extraordinary expenses. The Fund bears
certain expenses in accordance with separate written plans and
also bears certain costs associated with
implementing and operating such plans. See "Service Plan and
Distribution Plan."
The Manager maintains office facilities on behalf of the
Fund, and furnishes statistical and research data, clerical help,
accounting, data processing, bookkeeping and
internal auditing and certain other required services to the
Fund. The Manager also may
make such advertising and promotional expenditures using its own
resources, as it from time to time deems appropriate.
As compensation for the Manager's services, the Fund has
agreed to pay the Manager a monthly management fee at the annual
rate of .50 of 1% of the value of the Fund's average daily net
assets. The management fees paid for the fiscal years ended
January 31, 1993, 1994 and 1995 amounted to $3,645,508,
$3,213,934 and $ , respectively.
The Manager has agreed that if in any fiscal year the
aggregate expenses of the Fund, exclusive of taxes, brokerage,
interest and (with the prior written consent of the
necessary state securities commissions) extraordinary expenses,
but including the management fee, exceed 1-1/2% of the average
market value of the net assets of the Fund for that fiscal year,
the Fund may deduct from the payment to be made to the
Manager under the Agreement, or the Manager will bear, such
excess expense. Such deduction or payment, if any, will be
estimated daily and reconciled and effected or paid,
as the case may be, on a monthly basis. No such deduction or
payment was required for the fiscal year ended January 31, 1995.
The aggregate of the fees payable to the Manager is not
subject to reduction as the value of the Fund's net assets
increases.
PURCHASE OF FUND SHARES
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN
CONJUNCTION WITH THE SECTION IN THE FUND'S PROSPECTUS ENTITLED
"HOW TO BUY FUND SHARES."
The Distributor. The Distributor serves as the Fund's
distributor pursuant to an agreement which is renewable annually.
The Distributor also acts as distributor for the
other funds in the General Family of Funds, the funds in the
Dreyfus Family of Funds and for certain other investment
companies.
Using Federal Funds. The Shareholder Services Group, Inc.,
the Fund's transfer and dividend disbursing agent (the "Transfer
Agent"), or the Fund may attempt to notify the investor upon
receipt of checks drawn on banks that are not members of the
Federal Reserve System as to the possible delay in conversion
into Federal Funds and may attempt to arrange for a better means
of transmitting the money. If the investor is a
customer of a securities dealer ("Selected Dealer") and his order
to purchase Fund shares is paid for other than in Federal Funds,
the Selected Dealer, acting on behalf of its customer, will
complete the conversion into, or itself advance, Federal Funds,
generally on the business day following receipt of the customer
order. The order is effective only when so converted and
received by the Transfer Agent. An order for the purchase of
Fund shares placed by an investor with sufficient Federal Funds
or a cash balance in his brokerage account with a Selected Dealer
will become effective on the day that the
order, including Federal Funds, is received by the Transfer
Agent.
Reopening an Account. An investor may reopen an account with
a minimum investment of $100 without filing a new Account
Application during the calendar year the
account is closed or during the following calendar year, provided
the information on the old Account Application is still
applicable.
SERVICE PLAN AND DISTRIBUTION PLAN
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN
CONJUNCTION WITH THE SECTION IN THE FUND'S PROSPECTUS ENTITLED
"SERVICE PLAN AND DISTRIBUTION PLAN."
Rule 12b-1 (the "Rule") adopted by the Securities and
Exchange Commission under the Act provides, among other things,
that an investment company may bear expenses of distributing its
shares only pursuant to a plan adopted in accordance with the
Rule. The Fund's Board of Directors has adopted such a plan with
respect to Class A and Class B (each, a "Plan"). The Fund's
Board of Directors believes that there is a reasonable likelihood
that each Plan will benefit the Fund and holders of the relevant
class of shares. In some states, certain financial institutions
effecting transactions in Fund
shares may be required to register as dealers pursuant to state
law.
A quarterly report of the amounts expended under each Plan,
and the purposes for which such expenditures were incurred, must
be made to the Directors for their review. In addition, each
Plan provides that it may not be amended to increase
materially the costs which the Fund may bear for distribution
pursuant to the Plan without shareholder approval of the affected
class and that other material amendments
of the Plan must be approved by the Board of Directors, and by
the Directors who are not "interested persons" (as defined in the
Act) of the Fund or the Manager and have no direct or indirect
financial interest in the operation of the Plan or in any related
agreements entered into in connection with such Plan, by vote
cast in person at a meeting called for the purpose of considering
such amendments. Each Plan is subject to
annual approval by such vote of the Directors cast in person at a
meeting called for the purpose of voting on the Plan. The
Service Plan and Distribution Plan were so approved
at meetings held on , 199 and January 11, 1995,
respectively. Each Plan is terminable at any time by vote of a
majority of the Directors who are not "interested persons" and
have no direct or indirect financial interest in the operation of
the Plan or in any of the related agreements or by vote of a
majority of the relevant class of shares.
During the fiscal year ended January 31, 1995, the
Distributor paid $ to
Service Agents pursuant to the Service Plan, of which amount the
Fund reimbursed the Distributor $ and the Manager paid
the remainder. In addition, the Fund paid $ for
preparing, printing and distributing prospectuses and statements
of additional information and for implementing and operating the
Service Plan. The Distribution Plan had not been implemented as
of such date.
SHAREHOLDER SERVICES PLANS
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN
CONJUNCTION WITH THE SECTION IN THE FUND'S PROSPECTUS ENTITLED
"SHAREHOLDER SERVICES PLANS."
The Fund has adopted a Shareholder Services Plan with respect
to Class A pursuant to which the Fund reimburses Dreyfus Service
Corporation for certain allocated expenses of providing personal
services and/or maintaining shareholder accounts. The
Fund also has adopted a Shareholder Services Plan with respect to
Class B pursuant to which the Fund pays the Distributor for the
provision of certain services to the holders of
Class B shares. Under each Plan 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.
A quarterly report of the amounts expended under each
Shareholder Services Plan, and the purposes for which such
expenditures were incurred, must be made to the
Directors for their review. In addition, each Shareholder
Services Plan provides that material amendments of the
Shareholder Services Plan must be approved by the Board
of Directors, and by the Directors who are not "interested
persons" (as defined in the Act) of the Fund and have no direct
or indirect financial interest in the operation of the
Shareholder Services Plan by vote cast in person at a meeting
called for the purpose of considering such amendments. Each
Shareholder Services Plan is subject to annual approval by such
vote of the Directors cast in person at a meeting called for the
purpose of voting on the Shareholder Services Plan. Each
Shareholder Services Plan is terminable at any time by vote of a
majority of the Directors who are not "interested persons" and
have no direct or indirect financial interest in the operation of
the Shareholder Services Plan.
During the fiscal year ended January 31, 1995, $
was payable by the Fund with respect to Class A for certain
shareholder servicing expenses. The Shareholder Services Plan
with respect to Class B had not been implemented as of such date.
REDEMPTION OF FUND SHARES
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN
CONJUNCTION WITH THE SECTION IN THE FUND'S PROSPECTUS ENTITLED
"HOW TO REDEEM FUND SHARES."
Check Redemption Privilege. An investor may indicate on the
Account Application or by later written request that the Fund
provide Redemption Checks ("Checks") drawn on the Fund's account.
Checks will be sent only to the registered owner(s) of the
account and only to the address of record. The Account
Application or later written request must be manually signed by
the registered owner(s). Checks may be
made payable to the order of any person in an amount of $500 or
more. When a Check is presented to the Transfer Agent for
payment, the Transfer Agent, as the investor's
agent, will cause the Fund to redeem a sufficient number of full
or fractional shares in the investor's account to cover the
amount of the Check. Dividends are earned until the
Check clears. After clearance, a copy of the Check will be
returned to the investor.
Investors generally will be subject to the same rules and
regulations that apply to
checking accounts, although the election of this Privilege
creates only a shareholder-transfer agent relationship with the
Transfer Agent.
If the amount of the Check is greater than the value of the
shares in an investor's account, the Check will be returned
marked insufficient funds. Checks should not be used to close an
account.
Wire Redemption Privilege. By using this Privilege, the
investor authorizes the Transfer Agent to act on wire or
telephone redemption instructions from any person
representing himself or herself to be the investor, or a
representative of the investor's Service Agent, and reasonably
believed by the Transfer Agent to be genuine. Ordinarily,
the Fund will initiate payment for shares redeemed pursuant to
this Privilege on the same business day if the Transfer Agent
receives the redemption request in proper form
prior to 12:00 Noon, New York time, on such day; otherwise the
Fund will initiate payment on the next business day. Redemption
proceeds will be transferred by Federal
Reserve wire only to the commercial bank account specified by the
investor on the Account Application or the Shareholder Services
Form. Redemption proceeds, if wired, must be in the amount of
$1,000 or more and will be wired to the investor's account at
the bank of record designated in the investor's file at the
Transfer Agent, if the investor's bank is a member of the Federal
Reserve System, or to a correspondent bank if the
investor's bank is not a member. Fees ordinarily are imposed by
such bank and usually are borne by the investor. Immediate
notification by the correspondent bank to the
investor's bank is necessary to avoid a delay in crediting the
funds to the investor's bank account.
Investors with access to telegraphic equipment may wire
redemption requests to the Transfer Agent by employing the
following transmittal code which may be used for
domestic or overseas transmissions:
Transfer Agent's
Transmittal Code Answer Back Sign
144295 144295 TSSG PREP
Investors who do not have direct access to telegraphic
equipment may have the wire transmitted by contacting a TRT
Cables operator at 1-800-654-7171, toll free.
Investors also should advise the operator that the above
transmittal code must be used and also inform the operator of the
Transfer Agent's answer back sign.
To change the commercial bank or account designated to
receive redemption proceeds, a written request must be sent to
the Transfer Agent. This request must be signed by each
shareholder, with each signature guaranteed as described below
under "Stock Certificates; Signatures."
Stock Certificates; Signatures. Any certificates
representing Fund shares to be redeemed must be submitted with
the redemption request. Written redemption requests
must be signed by each shareholder, including each holder of a
joint account, and each signature must be guaranteed. Signatures
on endorsed certificates submitted for
redemption also must be guaranteed. The Transfer Agent has
adopted standards and
procedures pursuant to which signature-guarantees in proper form
generally will be
accepted from domestic banks, brokers, dealers, credit unions,
national securities exchanges, registered securities
associations, clearing agencies and savings associations, as
well as from participants in the New York Stock Exchange
Medallion Signature Program, the Securities Transfer Agents
Medallion Program ("STAMP"), and the Stock Exchanges
Medallion Program. Guarantees must be signed by an authorized
signatory of the guarantor and "Signature-Guaranteed" must appear
with the signature. The Transfer Agent may request additional
documentation from corporations, executors,
administrators, trustees or guardians, and may accept other
suitable verification
arrangements from foreign investors, such as consular
verification. For more information
with respect to signature-guarantees, please call one of the
telephone numbers listed on the cover.
Redemption Commitment. The Fund has committed itself to pay
in cash all redemption requests by any shareholder of record,
limited in amount during any 90-day
period to the lesser of $250,000 or 1% of the value of the Fund's
net assets at the beginning of such period. Such commitment is
irrevocable without the prior approval of the Securities and
Exchange Commission. In the case of requests for redemption in
excess of such amount, the Board of Directors reserves the right
to make payments in
whole or in part in securities or other assets of the Fund in
case of an emergency or any
time a cash distribution would impair the liquidity of the Fund
to the detriment of the
existing shareholders. In such event, the securities would be
valued in the same manner
as the Fund's portfolio is valued. If the recipient sold such
securities, brokerage charges would be incurred.
Suspension of Redemptions. The right of redemption may be
suspended or the
date of payment postponed (a) during any period when the New York
Stock Exchange is
closed (other than customary weekend and holiday closings), (b)
when trading in the
markets the Fund ordinarily utilizes is restricted, or when an
emergency exists as determined by the Securities and Exchange
Commission so that disposal of the Fund's
investments or determination of its net asset value is not
reasonably practicable, or (c)
for such other periods as the Securities and Exchange Commission
by order may permit to protect the Fund's shareholders.
SHAREHOLDER SERVICES
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN
CONJUNCTION WITH THE SECTION IN THE FUND'S PROSPECTUS ENTITLED
"SHAREHOLDER SERVICES."
Fund Exchanges. Shares of other funds purchased by exchange
will be purchased on the basis of relative net asset value per
share as follows:
A. Exchanges for shares of funds that are offered
without a sales load will be made without a sales load.
B. Shares of funds purchased without a sales load may
be exchanged for shares of other funds sold with a sales load,
and the applicable sales load will be deducted.
C. Shares of funds purchased with a sales load may be
exchanged for shares of other funds sold without a sales load.
D. Shares of funds purchased with a sales load, shares
of funds acquired by a previous exchange from shares purchased
with a sales load, and additional shares acquired through
reinvestment of dividends or distributions of any such funds
(collectively referred to herein as "Purchased Shares") may be
exchanged for shares of other funds sold with a sales load
(referred to herein as "Offered Shares"), provided that, if the
sales load applicable to the Offered Shares exceeds the
maximum sales load that could have been imposed in connection
with the Purchased Shares (at the time the Purchased Shares were
acquired), without giving effect to any reduced loads, the
difference will be deducted.
To accomplish an exchange under item D above, shareholders
must notify the Transfer Agent of their prior ownership of fund
shares and their account number.
To request an exchange, an investor, or an investor's Service
Agent acting on the investor's behalf, must give exchange
instructions to the Transfer Agent in writing or by
telephone. The ability to issue exchange instructions by
telephone is given to all Fund
shareholders automatically, unless the investor checks the
relevant "No" box on the Account Application, indicating that the
investor specifically refuses this Privilege. By
using the Telephone Exchange Privilege, the investor authorizes
the Transfer Agent to
act on telephonic instructions from any person representing
himself or herself to be the
investor or a representative of the investor's Service Agent, and
reasonably believed by the Transfer Agent to be genuine.
Telephone exchanges may be subject to limitations as
to the amount involved or the number of telephone exchanges
permitted. Shares issued in certificate form are not eligible
for telephone exchanges.
To establish a Personal Retirement Plan by exchange, shares
of the fund being
exchanged must have a value of at least the minimum initial
investment required for the
fund into which the exchange is being made. For
Dreyfus-sponsored Keogh Plans, IRAs
and IRAs set up under a Simplified Employee Pension Plan
("SEP-IRAs") with only one
participant, the minimum initial investment is $750. To exchange
shares held in
Corporate Plans, 403(b)(7) Plans and SEP-IRAs with more than one
participant, the minimum initial investment is $100 if the plan
has at least $2,500 invested among the funds in the Dreyfus
Family of Funds. To exchange shares held in Personal Retirement
Plans, the shares exchanged must have a current value of at least
$100.
Auto-Exchange Privilege. The Auto-Exchange Privilege permits
an investor to purchase, in exchange for shares of the Fund,
shares of another fund in the Dreyfus Family of Funds. This
Privilege is available only for existing accounts. Shares will
be exchanged on the basis of relative net asset value as
described above under "Fund Exchanges." Enrollment in or
modification or cancellation of this Privilege is effective
three business days following notification by the investor. An
investor will be notified if
his account falls below the amount designated to be exchanged
under this Privilege. In this case, an investor's account will
fall to zero unless additional investments are made in
excess of the designated amount prior to the next Auto-Exchange
transaction. Shares held under IRA and other retirement plans
are eligible for this Privilege. Exchanges of
IRA shares may be made between IRA accounts and from regular
accounts to IRA accounts, but not from IRA accounts to regular
accounts. With respect to all other
retirement accounts, exchanges may be made only among those
accounts.
Fund Exchanges and the Auto-Exchange Privilege are available
to shareholders resident in any state in which shares of the fund
being acquired legally may be sold.
Shares may be exchanged only between accounts having identical
names and other identifying designations.
Shareholder Services Forms and prospectuses of the other
funds may be obtained by calling 1-800-645-6561. The Fund
reserves the right to reject any exchange request in
whole or in part. Fund Exchanges or the Auto-Exchange Privilege
may be modified or terminated at any time upon notice to
shareholders.
Automatic Withdrawal Plan. The Automatic Withdrawal Plan
permits an investor with a $5,000 minimum account to request
withdrawal of a specified dollar amount
(minimum of $50) on either a monthly or quarterly basis.
Withdrawal payments are the proceeds from sales of Fund shares,
not the yield on the shares. If withdrawal payments
exceed reinvested dividends and distributions, the investor's
shares will be reduced and eventually may be depleted. There is
a service charge of $.50 for each withdrawal check.
Automatic Withdrawal may be terminated at any time by the
investor, the Fund or the Transfer Agent. Shares for which
certificates have been issued may not be redeemed through the
Automatic Withdrawal Plan.
Dividend Sweep. Dividend Sweep allows investors to invest on
the payment date their dividends or dividends and capital gain
distributions, if any, from the Fund in shares
of another fund in the Dreyfus Family of Funds of which the
investor is a shareholder. Shares of other funds purchased
pursuant to this privilege will be purchased on the basis
of relative net asset value per share as follows:
A. Dividends and distributions paid by a fund may be invested
without imposition of a sales load in shares of other funds
that are offered without a sales load.
B. Dividends and distributions paid by a fund which does
not charge a sales load may be invested in shares of other funds
sold with a sales load, and the applicable sales load will be
deducted.
C. Dividends and distributions paid by a fund which charges
a sales load may be invested in shares of other funds sold with a
sales load (referred to herein as "Offered Shares"), provided
that, if the sales load applicable to the Offered Shares exceeds
the maximum sales load charged by the fund from which
dividends or distributions are being swept, without giving
effect to any reduced loads, the difference will be deducted.
D. Dividends and distributions paid by a fund may be
invested in shares of other funds that impose a contingent
deferred sales charge ("CDSC") and the applicable CDSC, if any,
will be imposed upon redemption of such shares.
Corporate Pension/Profit-Sharing and Personal Retirement
Plans. The Fund makes available to corporations a variety of
prototype pension and profit-sharing plans, including a 401(k)
Salary Reduction Plan. In addition, the Fund makes available
Keogh Plans, IRAs, including SEP-IRAs and IRA "Rollover
Accounts," and 403(b)(7) Plans.
Plan support services also are available. Investors can obtain
details on the various plans by calling the following numbers
toll free: for Keogh Plans, please call 1-800-358-5566;
for IRAs and IRA "Rollover Accounts," please call 1-800-645-6561;
and for SEP-IRAs, 401(k) Salary Reduction Plan, and 403(b)(7)
Plans, please call 1-800-322-7880.
Investors who wish to purchase Fund shares in conjunction
with a Keogh Plan, a 403(b)(7) Plan or an IRA, including a
SEP-IRA, may request from the Distributor forms for adoption of
such plans.
The entity acting as custodian for Keogh Plans, 403(b)(7)
Plans or IRAs may charge a fee, payment of which could require
the liquidation of shares. All fees charged are described in the
appropriate form.
SHARES MAY BE PURCHASED IN CONNECTION WITH THESE PLANS ONLY
BY DIRECT REMITTANCE TO THE ENTITY WHICH ACTS AS CUSTODIAN. SUCH
PURCHASES WILL BE EFFECTIVE WHEN PAYMENTS RECEIVED BY THE
TRANSFER AGENT ARE CONVERTED INTO FEDERAL FUNDS. PURCHASES FOR
THESE PLANS MAY NOT BE MADE IN ADVANCE OF RECEIPT OF FUNDS.
The minimum initial investment for Corporate Plans, Salary
Reduction Plans, 403(b)(7) Plans and SEP-IRAs, with more than one
participant, is $2,500, with no minimum on subsequent purchases.
The minimum initial investment for Dreyfus-sponsored Keogh Plans,
IRAs, SEP-IRAs and 403(b)(7) Plans, with only one participant, is
normally $750, with no minimum on subsequent purchases.
Individuals who open an IRA also may open a non-working spousal
IRA with a minimum investment of $250.
The investor should read the Prototype Retirement Plans and
the applicable form of Custodial Agreement for further details as
to eligibility, service fees and tax implications, and should
consult a tax adviser.
DETERMINATION OF NET ASSET VALUE
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN
CONJUNCTION WITH THE SECTION IN THE FUND'S PROSPECTUS ENTITLED
"HOW TO BUY FUND SHARES."
Amortized Cost Pricing. The valuation of the Fund's
portfolio securities is based upon their amortized cost, which
does not take into account unrealized capital gains or
losses. This involves valuing an instrument at its cost and
thereafter assuming a constant amortization to maturity of any
discount or premium, regardless of the impact of
fluctuating interest rates on the market value of the instrument.
While this method provides certainty in valuation, it may result
in periods during which value, as determined
by amortized cost, is higher or lower than the price the Fund
would receive if it sold the instrument.
The Board of Directors has established, as a particular
responsibility within the overall duty of care owed to Fund
shareholders, procedures reasonably designed to
stabilize the Fund's price per share as computed for the purpose
of sales and redemptions at $1.00. Such procedures include
review of the Fund's portfolio holdings by
the Board of Directors, at such intervals as it may deem
appropriate, to determine whether the Fund's net asset value
calculated by using available market quotations or
market equivalents deviates from $1.00 per share based on
amortized cost. In such review, investments for which market
quotations are readily available will be valued at
the most recent bid price or yield equivalent for such securities
or for securities of comparable maturity, quality and type as
obtained from one or more of the major market makers for the
securities to be valued. Other investments and assets will be
valued at fair value as determined in good faith by the Board of
Directors.
The extent of any deviation between the Fund's net asset
value based upon available market quotations or market
equivalents and $1.00 per share based on
amortized cost will be examined by the Board of Directors. If
such deviation exceeds 1/2 of 1%, the Board of Directors promptly
will consider what action, if any, will be initiated.
In the event the Board of Directors determines that a deviation
exists which may result in material dilution or other unfair
results to investors or existing shareholders, it has agreed
to take such corrective action as it regards as necessary and
appropriate, including: selling portfolio instruments prior to
maturity to realize capital gains or losses or to
shorten average portfolio maturity; withholding dividends or
paying distributions from capital or capital gains; redeeming
shares in kind; or establishing a net asset value per
share by using available market quotations or market equivalents.
New York Stock Exchange and Transfer Agent Closings. The
holidays (as observed) on which both the New York Stock Exchange
and the Transfer Agent are closed currently are: New Year's Day,
Presidents' Day, Memorial Day, Independence Day, Labor Day,
Thanksgiving and Christmas.
DIVIDENDS, DISTRIBUTIONS AND TAXES
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN
CONJUNCTION WITH THE SECTION IN THE FUND'S PROSPECTUS ENTITLED
"DIVIDENDS, DISTRIBUTIONS AND TAXES."
Ordinarily, gains and losses realized from portfolio
transactions will be treated as
capital gain or loss. However, all or a portion of any gain
realized from the sale or other
disposition of certain market discount bonds will be treated as
ordinary income under
Section 1276 of the Internal Revenue Code of 1986, as amended.
YIELD INFORMATION
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN
CONJUNCTION WITH THE SECTION IN THE FUND'S PROSPECTUS ENTITLED
"YIELD INFORMATION."
Class B shares had not been offered as of the date of the
financials and, therefore, no performance data is provided for
Class B.
For the seven-day period ended January 31, 1995, the Fund's
yield for Class A was % and effective yield was %. Yield
is computed in accordance with a standardized
method which involves determining the net change in the value of
a hypothetical pre-existing Fund account having a balance of one
share at the beginning of a seven
calendar day period for which yield is to be quoted, dividing the
net change by the value
of the account at the beginning of the period to obtain the base
period return, and
annualizing the results (i.e., multiplying the base period return
by 365/7). The net change
in the value of the account reflects the value of additional
shares purchased with
dividends declared on the original share and any such additional
shares and fees that may
be charged to shareholder accounts, in proportion to the length
of the base period and
the Fund's average account size, but does not include realized
gains and losses or
unrealized appreciation and depreciation. Effective yield is
computed by adding 1 to the
base period return (calculated as described above), raising that
sum to a power equal to
365 divided by 7, and subtracting 1 from the result.
Yields will fluctuate and are not necessarily representative
of future results. Each
investor should remember that yield is a function of the type and
quality of the
instruments in the portfolio, portfolio maturity and operating
expenses. An investor's
principal in the Fund is not guaranteed. See "Determination of
Net Asset Value" for a
discussion of the manner in which the Fund's price per share is
determined.
PORTFOLIO TRANSACTIONS
Portfolio securities ordinarily are purchased directly from
the issuer or from an
underwriter or a market maker for the securities. Usually no
brokerage commissions are
paid by the Fund for such purchases. Purchases from underwriters
of portfolio securities
include a concession paid by the issuer to the underwriter and
the purchase price paid to
market makers for the securities may include the spread between
the bid and asked
price. No brokerage commissions have been paid by the Fund to
date.
Transactions are allocated to various dealers by the Fund's
Portfolio managers in
their best judgment. The primary consideration is prompt and
effective execution of
orders at the most favorable price. Subject to that primary
consideration, dealers may be
selected for research, statistical or other services to enable
the Manager to supplement
its own research and analysis with the views and information of
other securities firms and
may be selected based upon their sales of Fund shares.
Research services furnished by brokers through which the Fund
effects securities
transactions may be used by the Manager in advising other funds
it advises and,
conversely, research services furnished to the Manager by brokers
in connection with
other funds the Manager advises may be used by the Manager in
advising the Fund.
Although it is not possible to place a dollar value on these
services, it is the opinion of
the Manager that the receipt and study of such services should
not reduce the overall
expenses of its research department.
INFORMATION ABOUT THE FUND
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN
CONJUNCTION WITH THE
SECTION IN THE FUND'S PROSPECTUS ENTITLED "GENERAL INFORMATION."
Each Fund share has one vote and, when issued and paid for in
accordance with
the terms of the offering, is fully paid and non-assessable.
Fund shares have equal rights
as to dividends and in liquidation. Shares have no preemptive,
subscription or conversion rights and are freely transferable.
The Fund sends annual and semi-annual financial statements to
all its share-holders.
CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT,
COUNSEL AND INDEPENDENT AUDITORS
The Bank of New York, 110 Washington Street, New York, New
York 10286, is
the Fund's custodian. The Shareholder Services Group, Inc., a
subsidiary of First Data
Corporation, P.O. Box 9671, Providence, Rhode Island 02940-9671,
is the Fund's transfer
and dividend disbursing agent. First Interstate Bank of
California, 707 Wilshire
Boulevard, Los Angeles, California 90017, serves as a
sub-custodian of the Fund's
investments. The Bank of New York, First Interstate Bank of
California and The
Shareholder Services Group, Inc. have no part in determining the
investment policies of
the Fund or which securities are to be purchased or sold by the
Fund.
Stroock & Stroock & Lavan, 7 Hanover Square, New York, New
York 10004-2696,
as counsel for the Fund, has rendered its opinion as to certain
legal matters regarding
the due authorization and valid issuance of the shares of Common
Stock being sold
pursuant to the Fund's Prospectus.
Ernst & Young LLP, 787 Seventh Avenue, New York, New York
10019, independent auditors, have been selected as auditors of
the Fund.
<PAGE>
APPENDIX
Description of the two highest commercial paper, bond and
other short- and long-term rating categories assigned by Standard
& Poor's Corporation ("S&P"), Moody's Investors Service, Inc.
("Moody's"), Fitch Investors Service, Inc. ("Fitch"), Duff &
Phelps, Inc. ("Duff"), IBCA Limited and IBCA Inc. ("IBCA") and
Thomson BankWatch, Inc. ("BankWatch"):
Commercial Paper and Short-Term Ratings
The designation A-1 by S&P indicates that the degree of
safety regarding timely
payment is either overwhelming or very strong. Those issues
determined to possess
overwhelming safety characteristics are denoted with a plus sign
(+) designation.
Capacity for timely payment on issues with an A-2 designation is
strong. However, the
relative degree of safety is not as high as for issues designated
A-1.
The rating Prime-1 (P-1) is the highest commercial paper
rating assigned by
Moody's. Issuers of P-1 paper must have a superior capacity for
repayment of short-term
promissory obligations and ordinarily will be evidenced by
leading market positions in
well established industries, high rates of return of funds
employed, conservative
capitalization structures with moderate reliance on debt and
ample asset protection,
broad margins in earnings coverage of fixed financial charges and
high internal cash
generation, and well established access to a range of financial
markets and assured
sources of alternate liquidity. Issues rated Prime-2 (P-2) have
a strong capacity for
repayment of short-term promissory obligations. This ordinarily
will be evidenced by
many of the characteristics cited above but to a lesser degree.
Earnings trends and
coverage ratios, while sound, will be more subject to variation.
Capitalization
characteristics, while still appropriate, may be more affected by
external conditions. Ample alternate liquidity is maintained.
The rating Fitch-1 (Highest Grade) is the highest commercial
paper rating assigned by Fitch. Paper rated Fitch-1 is regarded
as having the strongest degree of assurance for timely payment.
The rating Fitch-2 (Very Good Grade) is the second highest
commercial paper rating assigned by Fitch which reflects an
assurance of timely payment only slightly less in degree than the
strongest issues.
The rating Duff-1 is the highest commercial paper rating
assigned by Duff. Paper rated Duff-1 is regarded as having very
high certainty of timely payment with excellent liquidity factors
which are supported by ample asset protection. Risk factors are
minor. Paper rated Duff-2 is regarded as having good certainty
of timely payment, good access to capital markets and sound
liquidity factors and company fundamentals. Risk factors
are small.
The designation A1 by IBCA indicates that the obligation is
supported by a very strong capacity for timely repayment. Those
obligations rated A1+ are supported by the highest capacity for
timely repayment. Obligations rated A2 are supported by a strong
capacity for timely repayment, although such capacity may be
susceptible to adverse changes in business, economic, or
financial conditions.
The rating TBW-1 is the highest short-term obligation rating
assigned by BankWatch. Obligations rated TBW-1 are regarded as
having the strongest capacity for timely repayment. Obligations
rated TBW-2 are supported by a strong capacity for timely
repayment, although the degree of safety is not as high as for
issues rated TBW-1.
Bond and Long-Term Ratings
Bonds rated AAA are considered by S&P to be the highest grade
obligations and
possess an extremely strong capacity to pay principal and
interest. Bonds rated AA by
S&P are judged by S&P to have a very strong capacity to pay
principal and interest and,
in the majority of instances, differ only in small degrees from
issues rated AAA.
Bonds rated Aaa by Moody's are judged to be of the best
quality. Bonds rated Aa
by Moody's are judged by Moody's to be of high quality by all
standards and, together
with the Aaa group they comprise what are generally known as
high-grade bonds. Bonds
rated Aa are rated lower than Aaa bonds because margins of
protection may not be as
large or fluctuations of protective elements may be of greater
amplitude or there may be
other elements present which make the long-term risks appear
somewhat larger.
Moody's applies numerical modifiers 1, 2 and 3 in the Aa rating
category. The modifier
1 indicates a ranking for the security in the higher end of this
rating category, the
modifier 2 indicates a mid-range ranking, and the modifier 3
indicates a ranking in the lower end of the rating category.
Bonds rated AAA by Fitch are judged by Fitch to be strictly
high grade, broadly
marketable, suitable for investment by trustees and fiduciary
institutions and liable to
slight market fluctuation other than through changes in the money
rate. The prime
feature of an AAA bond is a showing of earnings several times or
many times interest
requirements, with such stability of applicable earnings that
safety is beyond reasonable
question whatever changes occur in conditions. Bonds rated AA by
Fitch are judged by
Fitch to be of safety virtually beyond question and are readily
salable, whose merits are
not unlike those of the AAA class, but whose margin of safety is
less strikingly broad.
The issue may be the obligation of a small company, strongly
secured but influenced as
to rating by the lesser financial power of the enterprise and
more local type of market.
Bonds rated AAA by Duff are considered to be of the highest
credit quality. The risk factors are negligible, being only
slightly more than U.S. Treasury debt. Bonds rated AA are
considered by Duff to be of high credit quality with strong
protection factors. Risk is modest but may vary slightly from
time to time because of economic conditions.
Obligations rated AAA by IBCA have the lowest expectation of
investment risk.
Capacity for timely repayment of principal and interest is
substantial, such that adverse
changes in business, economic or financial conditions are
unlikely to increase investment
risk significantly. Obligations rated AA by IBCA have a very low
expectation of investment risk. Capacity for timely repayment of
principal and interest is substantial. Adverse changes in
business, economic or financial conditions may increase
investment risk albeit not very significantly.
IBCA also assigns a rating to certain international and U.S.
banks. An IBCA bank rating represents IBCA's current assessment
of the strength of the bank and whether such bank would receive
support should it experience difficulties. In its assessment of
a bank, IBCA uses a dual rating system comprised of Legal Ratings
and Individual Ratings. In addition, IBCA assigns banks Long-
and Short-Term Ratings as used in the corporate ratings discussed
above. Legal Ratings, which range in gradation from 1 through 5,
address the question of whether the bank would receive support
from central banks or shareholders if it experienced
difficulties, and such ratings are considered by IBCA to be
a prime factor in its assessment of credit risk. Individual
Ratings, which range in
gradations from A through E, represent IBCA's assessment of a
bank's economic merits
and address the question of how the bank would be viewed if it
were entirely independent and could not rely on support from
state authorities or its owners.
In addition to ratings of short-term obligations, BankWatch
assigns a rating to each issuer it rates, in gradations of A
through E. BankWatch examines all segments of the organization
including, where applicable, the holding company, member banks or
associations, and other subsidiaries. In those instances where
financial disclosure is incomplete or untimely, a qualified
rating (QR) is assigned to the institution. BankWatch
also assigns, in the case of foreign banks, a country rating
which represents an assessment of the overall political and
economic stability of the country in which the bank is domiciled.
<PAGE>
GENERAL MONEY MARKET FUND, INC.
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits. - List
_______ _________________________________________
(a) Financial Statements:
Included in Part A of the Registration Statement
[To Be Filed Pursuant to Amendment]
Schedules No. I through VII and other financial statement
information, for
which provision is made in the applicable accounting regulations
of the
Securities and Exchange Commission, are either omitted because
they are not
required under the related instructions, they are inapplicable,
or the
required information is presented in the financial statements or
notes
thereto which are included in Part B of the Registration
Statement.
Item 24. Financial Statements and Exhibits. - List (continued)
_______ _____________________________________________________
(b) Exhibits:
(1) Registrant's Articles of Incorporation are incorporated
by reference to Exhibit (1) of Pre-Effective Amendment No. 1 to
the Registration Statement on Form N-1, filed on November 24,
1982.
(2) Registrant's By-Laws are incorporated by reference to
Exhibit (2) of Post-Effective Amendment No. 7 to the Registration
Statement on Form N-1A, filed on May 24, 1988.
(5) Management Agreement is incorporated by reference to
Exhibit (5) of Pre-Effective Amendment No. 1 to the Registration
Statement on Form N-1, filed on November 24, 1982.
(6)(a) Distribution Agreement is incorporated by reference to
Exhibit (6)(a) of Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-1, filed on November 24, 1982.
(6)(b) Forms of Service Agreement are incorporated by
reference to Exhibit (6)(b) and (6)(c) of Post-Effective
Amendment Nos. 7, 12 and 15, respectively, to the Registration
Statement on Form N-1A, filed on May 24, 1988, May 29, 1991 and
April 8, 1993, respectively.
(8)(a) Amended and Restated Custody Agreement is incorporated
by reference to Exhibit (8) of Post-Effective Amendment No. 12 to
the Registration Statement on Form N-1A, filed on May 29, 1991.
(9)(a) Shareholder Services Plan (Class A).
(9)(b) Shareholder Service Plan (Class B).
(10) Opinion and consent of Registrant's counsel is
incorporated by reference to Exhibit (10) of Pre-Effective
Amendment No. 1 to the Registration Statement on Form N-1, filed
on November 24, 1982.
(11) Consent of Independent Auditors.
(15)(a) Service Plan (Class A).
(15)(b) Distribution Plan (Class B).
(16) Schedules of Computation of Performance Data.
Item 24. Financial Statements and Exhibits. - List (continued)
_______ _____________________________________________________
Other Exhibits
______________
(a) Powers of Attorney of the Directors and
officers are incorporated by reference to Other Exhibits (a) of
Post-Effective Amendment No. 12 to the Registration Statement
on Form N-1A, filed on May 29, 1991.
(b) Certificate of Secretary is incorporated by reference to
Other Exhibits (b) of Post-Effective
Amendment No. 17 to the Registration Statement on Form N-1A,
effective on March 25, 1994.
Item 25. Persons Controlled by or under Common Control with
Registrant.
______________________________________________________________
Not Applicable
Item 26. Number of Holders of Securities.
_______ ________________________________
(1) (2)
Number of Record
Title of Class Holders as of January 25, 1995
Common Stock 13,761
(Par value $.01)
Item 27. Indemnification
_______ _______________
The Statement as to the general effect of any contract,
arrangements or statute under which a director, officer,
underwriter or affiliated person of the Registrant is insured
or indemnified in any manner against any liability which may be
incurred in such capacity, other than insurance provided by any
director, officer, affiliated person or underwriter for their own
protection, is incorporated by reference to Item 4 of Part II of
Pre-Effective Amendment No. 1 to the Registration Statement on
Form N-1, filed on November 24, 1982.
Reference is also made to the Distribution Agreement attached
as Exhibit (6)(a) of Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-1, filed on November 24, 1982.
Item 28. Business and Other Connections of Investment Adviser.
_______ ____________________________________________________
The Dreyfus Corporation ("Dreyfus") and subsidiary companies
comprise a financial service organization whose business
consists primarily of providing investment management services
as the investment adviser, manager and distributor for
sponsored investment companies registered under the Investment
Company Act of 1940 and as an investment adviser to institutional
and individual accounts. Dreyfus also serves as sub-investment
adviser to and/or administrator of other investment companies.
Dreyfus Service Corporation, a wholly-owned subsidiary of
Dreyfus, serves primarily as a registered broker-dealer of
shares of investment companies sponsored by Dreyfus and of other
investment companies for which Dreyfus acts as investment
adviser, sub-investment adviser or administrator. Dreyfus
Management, Inc., another wholly-owned subsidiary, provides
investment management services to various pension plans,
institutions and individuals.
Item 28. Business and Other Connections of Investment Adviser
(continued)
________
________________________________________________________________
Officers and Directors of Investment Adviser
____________________________________________
Name and Position
with Dreyfus Other Businesses
_________________ ________________
MANDELL L. BERMAN Real estate consultant and private investor
Director 29100 Northwestern Highway, Suite 370
Southfield, Michigan 48034;
Past Chairman of the Board of Trustees of
Skillman Foundation.
Member of The Board of Vintners Intl.
FRANK V. CAHOUET Chairman of the Board, President and
Director Chief Executive Officer:
Mellon Bank Corporation
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258;
Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
Director:
Avery Dennison Corporation
150 North Orange Grove Boulevard
Pasadena, California 91103;
Saint-Gobain Corporation
750 East Swedesford Road
Valley Forge, Pennsylvania 19482;
Teledyne, Inc.
1901 Avenue of the Stars
Los Angeles, California 90067
ALVIN E. FRIEDMAN Senior Adviser to Dillon, Read & Co. Inc.
Director 535 Madison Avenue
New York, New York 10022;
Director and member of the Executive
Committee of Avnet, Inc.**
DAVID B. TRUMAN Educational consultant;
Director Past President of the Russell Sage Foundation
230 Park Avenue
New York, New York 10017;
Past President of Mount Holyoke College
South Hadley, Massachusetts 01075;
Former Director:
Student Loan Marketing Association
1055 Thomas Jefferson Street, N.W.
Washington, D.C. 20006;
Former Trustee:
College Retirement Equities Fund
730 Third Avenue
New York, New York 10017
HOWARD STEIN Chairman of the Board:
Chairman of the Board and Dreyfus Acquisition Corporation*;
Chief Executive Officer The Dreyfus Consumer Credit
Corporation*;
Dreyfus Land Development Corporation*;
Dreyfus Management, Inc.*;
Dreyfus Service Corporation*;
Chairman of the Board and Chief Executive
Officer:
Major Trading Corporation*;
Director:
Avnet, Inc.**;
Dreyfus America Fund++++
The Dreyfus Fund International
Limited+++++
World Balanced Fund+++
Dreyfus Partnership Management,
Inc.*;
Dreyfus Personal Management, Inc.*;
Dreyfus Precious Metals, Inc.*;
Dreyfus Realty Advisors, Inc.+++;
Dreyfus Service Organization, Inc.*;
The Dreyfus Trust Company++;
Seven Six Seven Agency, Inc.*;
Trustee:
Corporate Property Investors
New York, New York;
W. KEITH SMITH Chairman and Chief Executive Officer:
Chief Operating Officer The Boston Company
One Boston Place
Boston, Massachusetts 02108
Vice Chairman of the Board:
Mellon Bank Corporation
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258;
Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
Director:
Dentsply International, Inc.
570 West College Avenue
York, Pennsylvania 17405
PAUL H. SNYDER Director:
Vice President and Chief Pennsylvania Economy League
Financial Officer Philadelphia, Pennsylvania;
Children's Crisis Treatment Center
Philadelphia, Pennsylvania;
Director and Vice President:
Financial Executives Institute,
Philadelphia Chapter
Philadelphia, Pennsylvania;
LAWRENCE S. KASH Chairman, President and Chief
Vice Chairman, Distribution Executive Officer:
The Boston Company Advisors, Inc.
53 State Street
Exchange Place
Boston, Massachusetts 02109
President:
The Boston Company
One Boston Place
Boston, Massachusetts 02108;
Laurel Capital Advisors
One Mellon Bank Center
Pittsburgh, Pennsylvania
15258;
Boston Group Holdings, Inc.
Executive Vice President
Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania
15258;
Boston Safe Deposit & Trust
One Boston Place
Boston, Massachusetts 02108
BARBARA E. CASEY President:
Vice President, Dreyfus Retirement Services;
Retirement Services Executive Vice President:
Boston Safe Deposit & Trust
Co.
One Boston Place
Boston, Massachusetts
02108;
DIANE M. COFFEY None
Vice President,
Corporate Communications
ELIE M. GENADRY President:
Vice President, Institutional Services
Division of Dreyfus
Wholesale Service Corporation*;
Broker-Dealer Division of
Dreyfus Service
Corporation*;
Group Retirement Plans
Division of Dreyfus
Service Corporation;
Executive Vice President:
Dreyfus Service
Corporation*;
Dreyfus Service
Organization, Inc.*;
Vice President:
The Dreyfus Trust Company++;
Vice President-Sales:
The Dreyfus Trust Company (N.J.)++;
DANIEL C. MACLEAN Director, Vice President and Secretary:
Vice President and General Dreyfus Precious Metals, Inc.*;
Counsel Director and Vice President:
The Dreyfus Consumer Credit
Corporation*;
The Dreyfus Trust Company (N.J.)++;
Director and Secretary:
Dreyfus Partnership
Management, Inc.*;
Major Trading Corporation*;
The Truepenny Corporation+;
Director:
The Dreyfus Trust Company++;
Secretary:
Seven Six Seven Agency, Inc.*;
JEFFREY N. NACHMAN None
Vice President, Fund
Administration
PHILIP L. TOIA Chairman of the Board and Vice President:
Vice Chairman, Operations Dreyfus Thrift & Commerce****;
and Administration Director:
The Dreyfus Security Savings Bank F.S.B.+;
Senior Loan Officer and Director:
The Dreyfus Trust Company++;
Vice President:
The Dreyfus Consumer Credit
Corporation*;
President and Director:
Dreyfus Personal Management,
Inc.*;
Director:
Dreyfus Realty Advisors, Inc.+++;
Formerly, Senior Vice President:
The Chase Manhattan Bank, N.A. and
The Chase Manhattan Capital Markets
Corporation
One Chase Manhattan Plaza
New York, New York 10081
KATHERINE C. WICKHAM Formerly, Assistant Commissioner:
Vice President, Department of Parks and
Recreation of the
Human Resources City of New York
830 Fifth Avenue
New York, New York 10022
MAURICE BENDRIHEM Treasurer:
Controller Dreyfus Partnership Management, Inc.*;
Dreyfus Service Organization, Inc.*;
Seven Six Seven Agency, Inc.*;
The Truepenny Corporation*;
Controller:
Dreyfus Acquisition Corporation*;
The Dreyfus Trust Company++;
The Dreyfus Trust Company (N.J.)++;
The Dreyfus Consumer Credit Corporation*;
Assistant Treasurer:
Dreyfus Precious Metals*
Formerly, Vice
President-Financial Planning,
Administration and Tax:
Showtime/The Movie Channel, Inc.
1633 Broadway
New York, New York 10019
MARK N. JACOBS Secretary:
Vice President, Fund The Dreyfus Consumer Credit Corporation*;
Legal and Compliance Dreyfus Management, Inc.*;
Assistant Secretary:
Dreyfus Service Organization, Inc.*;
Major Trading Corporation*;
The Truepenny Corporation*
______________________________________
* The address of the business so indicated is 200 Park
Avenue, New York, New York 10166.
** The address of the business so indicated is 80 Cutter
Mill Road, Great Neck, New York 11021.
*** The address of the business so indicated is 45 Broadway,
New York, New York 10006.
**** The address of the business so indicated is Five Triad
Center, Salt Lake City, Utah 84180.
+ The address of the business so indicated is Atrium
Building, 80 Route 4 East, Paramus, New Jersey 07652.
++ The address of the business so indicated is 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144.
+++ The address of the business so indicated is One
Rockefeller Plaza, New York, New York 10020.
++++ The address of the business so indicated is 2 Boulevard
Royal, Luxembourg.
+++++ The address of the business so indicated is Nassau,
Bahama Islands.
Item 29. Principal Underwriters
________ ______________________
(a) Other investment companies for which Registrant's principal
underwriter (exclusive distributor) acts as principal underwriter
or exclusive distributor:
1) Comstock Partners Strategy Fund, Inc.
2) Dreyfus A Bonds Plus, Inc.
3) Dreyfus Appreciation Fund, Inc.
4) Dreyfus Asset Allocation Fund, Inc.
5) Dreyfus Balanced Fund, Inc.
6) Dreyfus BASIC Money Market Fund, Inc.
7) Dreyfus BASIC Municipal Fund
8) Dreyfus BASIC U.S. Government Money Market Fund
9) Dreyfus California Intermediate Municipal Bond Fund
10) Dreyfus California Tax Exempt Bond Fund, Inc.
11) Dreyfus California Tax Exempt Money Market Fund
12) Dreyfus Capital Value Fund, Inc.
13) Dreyfus Cash Management
14) Dreyfus Cash Management Plus, Inc.
15) Dreyfus Connecticut Intermediate Municipal Bond Fund
16) Dreyfus Connecticut Municipal Money Market Fund, Inc.
17) The Dreyfus Convertible Securities Fund, Inc.
18) Dreyfus Edison Electric Index Fund, Inc.
19) Dreyfus Florida Intermediate Municipal Bond Fund
20) Dreyfus Florida Municipal Money Market Fund
21) Dreyfus Focus Funds, Inc.
22) The Dreyfus Fund Incorporated
23) Dreyfus Global Bond Fund, Inc.
24) Dreyfus Global Growth, L.P. (A Strategic Fund)
25) Dreyfus Global Investing, Inc.
26) Dreyfus GNMA Fund, Inc.
27) Dreyfus Government Cash Management
28) Dreyfus Growth and Income Fund, Inc.
29) Dreyfus Growth Opportunity Fund, Inc.
30) Dreyfus Institutional Money Market Fund
31) Dreyfus Institutional Short Term Treasury Fund
32) Dreyfus Insured Municipal Bond Fund, Inc.
33) Dreyfus Intermediate Municipal Bond Fund, Inc.
34) Dreyfus International Equity Fund, Inc.
35) Dreyfus Investors GNMA Fund
36) The Dreyfus Leverage Fund, Inc.
37) Dreyfus Life and Annuity Index Fund, Inc.
38) Dreyfus Liquid Assets, Inc.
39) Dreyfus Massachusetts Intermediate Municipal Bond Fund
40) Dreyfus Massachusetts Municipal Money Market Fund
41) Dreyfus Massachusetts Tax Exempt Bond Fund
42) Dreyfus Michigan Municipal Money Market Fund, Inc.
43) Dreyfus Money Market Instruments, Inc.
44) Dreyfus Municipal Bond Fund, Inc.
45) Dreyfus Municipal Cash Management Plus
46) Dreyfus Municipal Money Market Fund, Inc.
47) Dreyfus New Jersey Intermediate Municipal Bond Fund
48) Dreyfus New Jersey Municipal Bond Fund, Inc.
49) Dreyfus New Jersey Municipal Money Market Fund, Inc.
50) Dreyfus New Leaders Fund, Inc.
51) Dreyfus New York Insured Tax Exempt Bond Fund
52) Dreyfus New York Municipal Cash Management
53) Dreyfus New York Tax Exempt Bond Fund, Inc.
54) Dreyfus New York Tax Exempt Intermediate Bond Fund
55) Dreyfus New York Tax Exempt Money Market Fund
56) Dreyfus Ohio Municipal Money Market Fund, Inc.
57) Dreyfus 100% U.S. Treasury Intermediate Term Fund
58) Dreyfus 100% U.S. Treasury Long Term Fund
59) Dreyfus 100% U.S. Treasury Money Market Fund
60) Dreyfus 100% U.S. Treasury Short Term Fund
61) Dreyfus Pennsylvania Intermediate Municipal Bond
Fund
62) Dreyfus Pennsylvania Municipal Money Market Fund
63) Dreyfus Short-Intermediate Government Fund
64) Dreyfus Short-Intermediate Municipal Bond Fund
65) Dreyfus Short-Term Income Fund, Inc.
66) The Dreyfus Socially Responsible Growth Fund,
Inc.
67) Dreyfus Strategic Growth, L.P.
68) Dreyfus Strategic Income
69) Dreyfus Strategic Investing
70) Dreyfus Tax Exempt Cash Management
71) Dreyfus Treasury Cash Management
72) Dreyfus Treasury Prime Cash Management
73) Dreyfus Variable Investment Fund
74) Dreyfus-Wilshire Target Funds, Inc.
75) Dreyfus Worldwide Dollar Money Market Fund, Inc.
76) First Prairie Cash Management
77) First Prairie Diversified Asset Fund
78) First Prairie Money Market Fund
79) First Prairie Municipal Money Market Fund
80) First Prairie Tax Exempt Bond Fund, Inc.
81) First Prairie U.S. Government Income Fund
82) First Prairie U.S. Treasury Securities Cash
Management
83) General California Municipal Bond Fund, Inc.
84) General California Municipal Money Market Fund
85) General Government Securities Money Market Fund,
Inc.
86) General Money Market Fund, Inc.
87) General Municipal Bond Fund, Inc.
88) General Municipal Money Market Fund, Inc.
89) General New York Municipal Bond Fund, Inc.
90) General New York Municipal Money Market Fund
91) Pacific American Fund
92) Peoples Index Fund, Inc.
93) Peoples S&P MidCap Index Fund, Inc.
94) Premier Insured Municipal Bond Fund
95) Premier California Municipal Bond Fund
96) Premier GNMA Fund
97) Premier Growth Fund, Inc.
98) Premier Municipal Bond Fund
99) Premier New York Municipal Bond Fund
100) Premier State Municipal Bond Fund
<PAGE>
(b)
Positions and
Name and principal Positions and offices with offices with
business address the Distributor Registrant
__________________ __________________ _____________
Marie E. Connolly Director, President and Chief President and
Operating Officer Treasurer
Joseph F. Tower, III Senior Vice President and Chief Assistant
Financial Officer Treasurer
John E. Pelletier Senior Vice President and General VicePresident
Counsel and Secretary
Frederick C. Dey Senior Vice President Vice President
and Assistant
Treasurer
Eric B. Fischman Vice President and Associate Vice President
General Counsel and Assistant
Secretary
John J. Pyburn Vice President Assistant
Treasurer
Jean M. O'Leary Assistant Secretary None
Ruth D. Leibert Assistant Vice President Assistant
Secretary
Paul D. Furcinito Assistant Vice President Assistant
Secretary
John W. Gomez Director None
William J. Nutt Director None
Item 30. Location of Accounts and Records
________________________________
1. The Shareholder Services Group, Inc.,
a subsidiary of First Data Corporation
P.O. Box 9671
Providence, Rhode Island 02940-9671
2. The Bank of New York
110 Washington Street
New York, New York 10286
3. The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Item 31. Management Services
_______ ___________________
Not Applicable
Item 32. Undertakings
________ ____________
(1) To call a meeting of shareholders for the purpose of voting
upon the question of removal of a director or directors when
requested in writing to do so by the holders of at least 10% of
the Registrant's outstanding shares of common stock and in
connection with such meeting to comply with the provisions of
Section 16(c) of the Investment Company Act of 1940 relating to
shareholder communications.
SIGNATURES
___________
Pursuant to the requirements of the Securities Act of 1933
and the
Investment Company Act of 1940, the Registrant has duly caused
this Amendment
to the Registration Statement to be signed on its behalf by the
undersigned,
thereunto duly authorized, in the City of New York, and State of
New York on the 30th day of January, 1995.
GENERAL MONEY MARKET FUND, INC.
BY: /s/ Marie E. Connolly*
MARIE E. CONNOLLY, PRESIDENT
Pursuant to the requirements of the Securities Act of 1933
and the
Investment Company Act of 1940, this Amendment to the
Registration Statement
has been signed below by the following persons in the capacities
and on the date indicated.
Signatures Title Date
/s/ Marie E. Connolly* President and Treasurer 1/30/95
Marie E. Connolly (Principal Executive and
Principal Accounting and
Financial Officer)
/s/ Clifford L. Alexander* Director 1/30/95
Clifford L. Alexander
/s/ Peggy G. Davis* Director 1/30/95
Peggy G. Davis
/s/ Joseph DiMartino* Director 1/30/95
Joseph DiMartino
/s/ Ernst Kafka* Director 1/30/95
Ernst Kafka
/s/ Saul B. Klaman* Director 1/30/95
Saul B. Klaman
/s/ Nathan Leventhal* Director 1/30/95
Nathan Leventhal
*BY: /s/ Eric B. Fischman
Eric B. Fischman,
as Attorney-in-Fact
GENERAL MONEY MARKET FUND, INC.
Post-Effective Amendment No. 18 to
Registration Statement on Form N-1A under
the Securities Act of 1933 and
the Investment Company Act of 1940
EXHIBITS
INDEX TO EXHIBITS
Page
(9)(a) Shareholder Services Plan (Class A)
(9)(b) Shareholder Services Plan (Class B)
(15)(a) Service Plan (Class A)
(15)(b) Distribution Plan (Class B)
<PAGE>
EXHIBIT 9(a)
GENERAL MONEY MARKET FUND, INC.
SHAREHOLDER SERVICES PLAN
(CLASS A ONLY)
Introduction: It has been proposed that the above-
captioned investment company (the "Fund") adopt a Shareholder
Services Plan (the "Plan") under which the Fund would reimburse
Dreyfus Service Corporation ("DSC") for certain allocated
expenses of providing personal services and/or maintaining
shareholder accounts to (a) shareholders of each series of the
Fund or class of Fund shares set forth on Exhibit A hereto, as
such Exhibit may be revised from time to time, or (b) if no
series or classes are set forth on such Exhibit, shareholders of
the Fund. The Plan is not to be adopted pursuant to Rule 12b-1
under the Investment Company Act of 1940, as amended (the "Act"),
and the fee under the Plan is intended to be a "service fee" as
defined in Article III, Section 26 (a "Service Fee"), of the NASD
Rules of Fair Practice (the "NASD Rules").
The Fund's Board, in considering whether the Fund should
implement a written plan, has requested and evaluated such
information as it deemed necessary to an informed determination
as to whether a written plan should be implemented and has
considered such pertinent factors as it deemed necessary to form
the basis for a decision to use Fund assets for such purposes.
In voting to approve the implementation of such a plan, the
Board has concluded, in the exercise of its reasonable business
judgment and in light of applicable fiduciary duties, that there
is a reasonable likelihood that the plan set forth below will
benefit the Fund and its shareholders.
The Plan: The material aspects of this Plan are as
follows:
1. The Fund shall reimburse DSC an amount not to exceed
an annual rate of .25 of 1% of the value of the Fund's average
daily net assets for its allocated expenses of providing personal
services to shareholders and/or maintaining shareholder accounts;
provided that, at no time, shall the amount paid to DSC under
this Plan, together with amounts otherwise paid by the Fund, or
each series or class identified on Exhibit A, as a Service Fee
under the NASD Rules, exceed the maximum amount then payable
under the NASD Rules as a Service Fee. The amount of such
reimbursement shall be based on an expense allocation methodology
prepared by DSC annually and approved by the Fund's Board or on
any other basis from time to time deemed reasonable by the Fund's
Board.
2. For the purposes of determining the fees payable under
this Plan, the value of the net assets of the Fund or the net
assets attributable to each series or class of Fund shares
identified on Exhibit A, shall be computed in the manner
specified in the Fund's charter documents for the computation of
the value of the Fund's net assets.
3. The Board shall be provided, at least quarterly, with
a written report of all amounts expended pursuant to this Plan.
The report shall state the purpose for which the amounts were
expended.
4. This Plan will become effective immediately upon
approval by a majority of the Board members, including a majority
of the Board members who are not "interested persons" (as defined
in the Act) of the Fund and have no direct or indirect financial
interest in the operation of this Plan or in any agreements
entered into in connection with this Plan, pursuant to a vote
cast in person at a meeting called for the purpose of voting on
the approval of this Plan.
5. This Plan shall continue for a period of one year from
its effective date, unless earlier terminated in accordance with
its terms, and thereafter shall continue automatically for
successive annual periods, provided such continuance is approved
at least annually in the manner provided in paragraph 4 hereof.
6. This Plan may be amended at any time by the Board,
provided that any material amendments of the terms of this Plan
shall become effective only upon approval as provided in
paragraph 4 hereof.
7. This Plan is terminable without penalty at any time by
vote of a majority of the Board members who are not "interested
persons" (as defined in the Act) of the Fund and have no direct
or indirect financial interest in the operation of this Plan or
in any agreements entered into in connection with this Plan.
Dated: July 21, 1994
Revised: January 11, 1995
EXHIBIT A
The Plan and the payments to be made under the Plan pertain only
to Class A shares of the Fund.
<PAGE>
EXHIBIT 9(b)
GENERAL MONEY MARKET FUND, INC.
SHAREHOLDER SERVICES PLAN
(CLASS B ONLY)
Introduction: It has been proposed that the above-
captioned investment company (the "Fund") adopt a Shareholder
Services Plan under which the Fund would pay the Fund's
distributor (the "Distributor") for providing services to (a)
shareholders of each series of the Fund or class of Fund shares
set forth on Exhibit A hereto, as such Exhibit may be revised
from time to time, or (b) if no series or classes are set forth
on such Exhibit, shareholders of the Fund. The Distributor would
be permitted to pay certain financial institutions, securities
dealers and other industry professionals (collectively, "Service
Agents") in respect of these services. The Plan is not to be
adopted pursuant to Rule 12b-1 under the Investment Company Act
of 1940, as amended (the "Act"), and the fee under the Plan is
intended to be a "service fee" as defined in Article III, Section
26, of the NASD Rules of Fair Practice.
The Fund's Board, in considering whether the Fund should
implement a written plan, has requested and evaluated such
information as it deemed necessary to an informed determination
as to whether a written plan should be implemented and has
considered such pertinent factors as it deemed necessary to form
the basis for a decision to use Fund assets for such purposes.
In voting to approve the implementation of such a plan, the
Board has concluded, in the exercise of its reasonable business
judgment and in light of applicable fiduciary duties, that there
is a reasonable likelihood that the plan set forth below will
benefit the Fund and its shareholders.
The Plan: The material aspects of this Plan are as
follows:
8. The Fund shall pay to the Distributor a fee at the
annual rate of .25 of 1% of the value of the Fund's average daily
net assets in respect of the provision of personal services to
shareholders and/or the maintenance of shareholder accounts. The
Distributor shall determine the amounts to be paid to Service
Agents and the basis on which such payments will be made.
Payments to a Service Agent are subject to compliance by the
Service Agent with the terms of any related Plan agreement
between the Service Agent and the Distributor.
9. For the purpose of determining the fees payable under
this Plan, the value of the net assets of the Fund or the net
assets attributable to each series or class of Fund shares
identified on Exhibit A, as applicable, shall be computed in the
manner specified in the Fund's charter documents for the
computation of net asset value.
10. The Board shall be provided, at least quarterly, with
a written report of all amounts expended pursuant to this Plan.
The report shall state the purpose for which the amounts were
expended.
11. This Plan will become effective immediately upon
approval by a majority of the Board members, including a majority
of the Board members who are not "interested persons" (as defined
in the Act) of the Fund and have no direct or indirect financial
interest in the operation of this Plan or in any agreements
entered into in connection with this Plan, pursuant to a vote
cast in person at a meeting called for the purpose of voting on
the approval of this Plan.
12. This Plan shall continue for a period of one year from
its effective date, unless earlier terminated in accordance with
its terms, and thereafter shall continue automatically for
successive annual periods, provided such continuance is approved
at least annually in the manner provided in paragraph 4 hereof.
13. This Plan may be amended at any time by the Board,
provided that any material amendments of the terms of this Plan
shall become effective only upon approval as provided in
paragraph 4 hereof.
14. This Plan is terminable without penalty at any time by
vote of a majority of the Board members who are not "interested
persons" (as defined in the Act) of the Fund and have no direct
or indirect financial interest in the operation of this Plan or
in any agreements entered into in connection with this Plan.
Dated: January 11, 1995
EXHIBIT A
The Plan and the payments to be made under the Plan pertain
only to Class B shares of the Fund.
EXHIBIT 15(a)
GENERAL MONEY MARKET FUND, INC.
SERVICE PLAN
(CLASS A ONLY)
Introduction: It has been proposed that the above-
captioned investment company (the "Fund") adopt a Service Plan
(the "Plan") in accordance with Rule 12b-1, promulgated under the
Investment Company Act of 1940, as amended (the "Act"), with
respect to (a) each series of the Fund or class of Fund shares
set forth on Exhibit A hereto, as such Exhibit may be revised
from time to time, or (b) if no series or classes are set forth
on such Exhibit, the Fund. Under the Plan, (a) the Fund would
pay for the costs and expenses of preparing, printing and
distributing its prospectuses and statements of additional
information, (b) the Fund's distributor (the "Distributor") would
pay for distributing the Fund's shares and servicing shareholder
accounts ("Servicing") (the payments in this clause (b) being
referred to as the "Distributor Payments") and (c) The Dreyfus
Corporation, Dreyfus Service Corporation and any affiliate of
either of them (collectively, "Dreyfus") would pay for Servicing
(the payments in this clause (c) being referred to as "Dreyfus
Payments"). Under this proposal, the Distributor in respect of
Distributor Payments, and Dreyfus in respect of Dreyfus Payments,
would be reimbursed by the Fund to the extent described below.
If this proposal is to be implemented, the Act and said Rule
12b-1 require that a written plan describing all material aspects
of the proposed financing be adopted by the Fund.
The Fund's Board, in considering whether the Fund should
implement a written plan, has requested and evaluated such
information as it deemed necessary to an informed determination
as to whether a written plan should be implemented and has
considered such pertinent factors as it deemed necessary to form
the basis for a decision to use assets of the Fund for such
purposes.
In voting to approve the implementation of such a plan, the
Board members have concluded, in the exercise of their reasonable
business judgment and in light of their respective fiduciary
duties, that there is a reasonable likelihood that the plan set
forth below will benefit the Fund and its shareholders.
The Plan: The material aspects of this Plan are as
follows:
1. The Fund shall pay all costs of preparing and printing
prospectuses and statements of additional information for
regulatory purposes and for distribution to existing
shareholders. The Fund also shall pay an amount of the costs and
expenses in connection with (a) preparing, printing and
distributing the Fund's prospectuses and statements of additional
information used for other purposes and (b) implementing and
operating this Plan, such aggregate amount not to exceed in any
fiscal year of the Fund the greater of $100,000 or .005 of 1% of
the average daily value of the Fund's net assets for such fiscal
year.
2. (a) The aggregate annual reimbursement the Fund may pay
under this Plan for Distributor Payments and Dreyfus Payments is
.20 of 1% of the value of the Fund's average daily net assets for
such year.
(b) The Fund shall reimburse the Distributor in respect
of Distributor Payments an amount not to exceed an annual rate of
.20 of 1% of the value of the Fund's average daily net assets
held in the accounts of Fund shareholders properly coded on the
Fund's records as an account of the Distributor ("Distributor
Assets").
(c) The Fund shall reimburse Dreyfus in respect of
Dreyfus Payments an amount not to exceed an annual rate of .20 of
1% of the value of the Fund's average daily net assets that are
not Distributor Assets.
(d) Each of the Distributor and Dreyfus may pay one or
more securities dealers, financial institutions (which may
include banks) or other industry professionals, such as
investment advisers, accountants and estate planning firms
(severally, a "Service Agent"), a fee in respect of the Fund's
shares owned by investors with whom the Service Agent has a
Servicing relationship or for whom the Service Agent is the
dealer or holder of record. The aggregate amount of Distributor
Payments and Dreyfus Payments reimbursable by the Fund in respect
of each Service Agent shall not exceed .20 of 1% of the average
daily net asset value of the Fund's shares owned by clients of
such Service Agent during the period payments for Servicing are
being made to it. The schedule of such fees and the basis upon
which such fees will be paid shall be determined from time to
time by the Fund's Board. If a Fund shareholder ceases to be a
client of a Service Agent, but continues to hold Fund shares,
Dreyfus will be permitted to act as a Service Agent in respect of
such Fund shareholder and receive payments hereunder from the
Distributor for Servicing. Payments to a Service Agent are
subject to compliance by the Service Agent with the terms of any
related Plan agreement between the Service Agent and the
Distributor or Dreyfus, as the case may be.
3. For the purposes of determining the fees payable under
this Plan, the value of the net assets of the Fund or the net
assets attributable to each series or class of Fund shares
identified on Exhibit A, shall be computed in the manner
specified in the Fund's charter documents for the computation of
the value of the Fund's net assets.
4. The Fund's Board shall be provided, at least quarterly,
with a written report of all amounts expended pursuant to this
Plan. The report shall state the purpose for which the amounts
were expended.
5. This Plan will become effective upon the later to occur
of (i) the consummation of the transactions contemplated by the
Amended and Restated Agreement and Plan of Merger dated as of
December 5, 1993 by and among Mellon Bank Corporation, Mellon
Bank, N.A., XYZ Sub Corporation and The Dreyfus Corporation or
(ii) approval by (a) holders of a majority of the Fund's
outstanding shares, and (b) a majority of the Board members,
including a majority of the Board members who are not "interested
persons" (as defined in the Act) of the Fund and have no direct
or indirect financial interest in the operation of this Plan or
in any agreements entered into in connection with this Plan,
pursuant to a vote cast in person at a meeting called for the
purpose of voting on the approval of this Plan.
6. This Plan shall continue until October 31, 1994, unless
earlier terminated in accordance with its terms, and thereafter
shall continue automatically for successive annual periods,
provided such continuance is approved at least annually in the
manner provided in paragraph 5(b) hereof.
7. This Plan may be amended at any time by the Fund's
Board, provided that (a) any amendment to increase materially the
costs which the Fund may bear pursuant to this Plan shall be
effective only upon approval by a vote of the holders of a
majority of the Fund's outstanding shares, and (b) any material
amendments of the terms of this Plan shall become effective only
upon approval as provided in paragraph 5(b) hereof.
8. This Plan is terminable without penalty at any time by
(a) vote of a majority of the Board members who are not
"interested persons" (as defined in the Act) of the Fund and have
no direct or indirect financial interest in the operation of this
Plan or in any agreements entered into in connection with this
Plan, or (b) vote of the holders of a majority of the Fund's
outstanding shares.
Dated: May 26, 1994
Revised: January 11, 1995
EXHIBIT A
The Plan and the payments to be made under the Plan pertain
only to Class A shares of the Fund.
<PAGE>
EXHIBIT 15(b)
GENERAL MONEY MARKET FUND, INC.
DISTRIBUTION PLAN
(CLASS B ONLY)
Introduction: It has been proposed that the above-
captioned investment company (the "Fund") adopt a Distribution
Plan (the "Plan") in accordance with Rule 12b-1 promulgated under
the Investment Company Act of 1940, as amended (the "Act"), with
respect to (a) each series of the Fund or class of Fund shares
set forth on Exhibit A hereto, as such Exhibit may be revised
from time to time, or (b) if no series or classes are set forth
on such Exhibit, the Fund. Under the Plan, the Fund would (a)
pay for the costs and expenses of preparing, printing and
distributing its prospectuses and statements of additional
information, and (b) reimburse the Fund's distributor (the
"Distributor") for payments to third parties for distributing the
Fund's shares (the payments in this clause (b) being referred to
as the "Distributor Payments"). If this proposal is to be
implemented, the Act and said Rule 12b-1 require that a written
plan describing all material aspects of the proposed financing be
adopted by the Fund.
The Fund's Board, in considering whether the Fund should
implement a written plan, has requested and evaluated such
information as it deemed necessary to an informed determination
as to whether a written plan should be implemented and has
considered such pertinent factors as it deemed necessary to form
the basis for a decision to use assets of the Fund for such
purposes.
In voting to approve the implementation of such a plan, the
Board members have concluded, in the exercise of their reasonable
business judgment and in light of their respective fiduciary
duties, that there is a reasonable likelihood that the plan set
forth below will benefit the Fund and its shareholders.
The Plan: The material aspects of this Plan are as
follows:
9. The Fund shall pay all costs of preparing and printing
prospectuses and statements of additional information for
regulatory purposes and for distribution to existing
shareholders. The Fund also shall pay an amount of the costs and
expenses in connection with (a) preparing, printing and
distributing the Fund's prospectuses and statements of additional
information used for other purposes and (b) implementing and
operating this Plan, such aggregate amount not to exceed in any
fiscal year of the Fund the greater of $100,000 or .005 of 1% of
the average daily value of the Fund's net assets for such fiscal
year.
10. The Distributor may make Distributor Payments. The
Fund shall reimburse the Distributor in respect of Distributor
Payments an amount not to exceed an annual rate of .20 of 1% of
the value of the Fund's average daily net assets for such year.
The Distributor shall determine the amounts to be paid to such
persons under this Plan and the basis on which such payments will
be made. Such payments are subject to compliance by such persons
with the terms of any related Plan agreement between such person
and the Distributor.
11. For the purposes of determining the fees payable under
this Plan, the value of the net assets of the Fund or the net
assets attributable to each series or class of Fund shares
identified on Exhibit A, shall be computed in the manner
specified in the Fund's charter documents for the computation of
the value of the Fund's net assets.
12. The Fund's Board shall be provided, at least
quarterly, with a written report of all amounts expended pursuant
to this Plan. The report shall state the purpose for which the
amounts were expended.
13. This Plan will become effective upon approval by (a)
holders of a majority of the Fund's outstanding shares, and (b) a
majority of the Board members, including a majority of the Board
members who are not "interested persons" (as defined in the Act)
of the Fund and have no direct or indirect financial interest in
the operation of this Plan or in any agreements entered into in
connection with this Plan, pursuant to a vote cast in person at a
meeting called for the purpose of voting on the approval of this
Plan.
14. This Plan shall continue for a period of one year from
its effective date, unless earlier terminated in accordance with
its terms, and thereafter shall continue automatically for
successive annual periods, provided such continuance is approved
at least annually in the manner provided in paragraph 5(b)
hereof.
15. This Plan may be amended at any time by the Fund's
Board, provided that (a) any amendment to increase materially the
costs which the Fund may bear pursuant to this Plan shall be
effective only upon approval by a vote of the holders of a
majority of the Fund's outstanding shares, and (b) any material
amendments of the terms of this Plan shall become effective only
upon approval as provided in paragraph 5(b) hereof.
16. This Plan is terminable without penalty at any time by
(a) vote of a majority of the Board members who are not
"interested persons" (as defined in the Act) of the Fund and have
no direct or indirect financial interest in the operation of this
Plan or in any agreements entered into in connection with this
Plan or (b) vote of the holders of a majority of the Fund's
outstanding shares.
Dated: January 11, 1995
EXHIBIT A
The Plan and the payments to be made under the Plan pertain
only to Class B shares of the Fund.
