Nos. 2-77207
811-3456
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. 17 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[X]
Amendment No. 17 [X]
(Check appropriate box or boxes.)
GENERAL GOVERNMENT SECURITIES 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 GOVERNMENT SECURITES 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 8
5(a) Management's Discussion of Fund's Performance *
6 Capital Stock and Other Securities 24
7 Purchase of Securities Being Offered 9
8 Redemption or Repurchase 17
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-4
15 Control Persons and Principal B-6
Holders of Securities
16 Investment Advisory and Other B-8
Services
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
GENERAL GOVERNMENT SECURITIES 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-21
18 Capital Stock and Other Securities B-22
19 Purchase, Redemption and Pricing B-10, B-13
of Securities Being Offered
20 Tax Status B-20
21 Underwriters B-8
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-10
30 Location of Accounts and Records C-13
31 Management Services C-13
32 Undertakings C-13
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
GENERAL GOVERNMENT SECURITIES 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. . . . . . . . . . . . . . . . . . . . 8
How to Buy Fund Shares. . . . . . . . . . . . . . . . . . . . 9
Shareholder Services. . . . . . . . . . . . . . . . . . . . . 12
How to Redeem Fund Shares . . . . . . . . . . . . . . . . . . 17
Service Plan and Distribution Plan. . . . . . . . . . . . . . 21
Shareholder Services Plans. . . . . . . . . . . . . . . . . . 21
Dividends, Distributions and Taxes. . . . . . . . . . . . . . 22
General Information . . . . . . . . . . . . . . . . . . . . . 24
General Government Securities 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 and the maintenance
of liquidity.
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.
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
Class A Class B
Shares Shares
Management Fee.................................. .50% .50%
12b-1 Fee........................................ .20% .20%
Other Expenses................................... .11% .31%
Total Fund Operating Expenses.................... .81% 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 $ 8 $___
3 Years $ 26 $___
5 Years $ 45 $___
10 Years $100 $___
_________________________________________________________________
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 THE EXAMPLE ASSUMES A 5% ANNUAL RETURN, THE FUND'S ACTUAL
PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN GREATER
OR LESS THAN 5%.
_________________________________________________________________
The purpose of the foregoing table is to assist you in
understanding the various costs and expenses borne by the Fund,
and therefore indirectly by investors, the payment of which will
reduce investors' return on an annual basis. Other Expenses 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
trademark, 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 and the maintenance of liquidity. 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. There can
be no assurance that the Fund's investment objective will be
achieved. Securities in which the Fund invests 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
securities issued or guaranteed as to principal and interest by
the U.S. Government or its agencies or instrumentalities, and
repurchase agreements in respect of such securities.
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 as follows. 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. For further information regarding the
amortized cost method, 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.
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.
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 be 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 Policy--The Fund 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. This paragraph describes a fundamental
policy 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 Policies--The Fund may
(i) pledge, hypothecate, mortgage or otherwise encumber its
assets,
but only to security permitted borrowings; and (ii) invest up to
10% of the value of its net assets in repurchase agreements
providing for settlement in more than seven days after notice in
other illiquid securities. See "Investment Objective and
Management Policies--Investment Restriction" in the Fund's
Statement of Additional Information.
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 U.S. Government
securities.
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 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, U.S. Government
securities 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 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. Stock certificates are issued
only upon your written request. No certificates are issued for
fractional shares. The Fund reserves the right to reject any
purchase order.
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 and
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 #8900052414/General Government Securities Money
Market Fund, Inc.--Class A; or DDA #_____________/General
Government Securities Money Market Fund, Inc.--Class B, or to
First
Interstate Bank of California, DDA #250939725/General Government
Securities Money Market Fund, Inc.--Class A; or DDA
#_____________/General Government Securities 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 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 ghat 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 into
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 canceled 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 Sweep 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. 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, IRAs or other retirement plans are not eligible for these
privileges.
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 cents for each withdrawal check. The Automatic
Withdrawal
Plan may be ended at any time by you, the Fund or the Transfer
Agent. Shares for which certificates have been issued may not be
redeemed through the Automatic Withdrawal Plan.
Retirement Plans--The Fund offers a variety of pension and
profit-
sharing plans, including Keogh Plans, IRAs, SEP-IRAs and IRA
"Rollover Accounts," 401(k) Salary Reduction Plans and 403(b)(7)
Plans. Plan support services also are available. 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; 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 generally will be accepted from
domestic
banks, brokers, dealers, credit unions, national securities
exchanges, registered securities associations, clearing agencies
and savings associations, as well as from participants in the New
York Stock Exchange Medallion Signature Program, the Securities
Transfer Agents Medallion Program ("STAMP"), and the Stock
Exchanges Medallion Program. If you have 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 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 your
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 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 interest, together with
distributions from any net realized short-term securities gains
and
all or a portion of any gains realized 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. Distributions
from net realized long-term securities gains of the Fund, if any,
will be taxable as long-term capital gains for Federal income tax
purposes if you are a citizen or resident of the United States.
The Code provides that the net capital gains of an individual
generally will not be subject to Federal income tax at a rate in
excess of 28%. Dividends and distributions may be subject to
state and local taxes.
Dividends and distributions attributable to interest
from
direct obligations of the United States and paid by the Fund to
individuals currently are not subject to tax in most states.
Dividends and distributions attributable to interest from other
securities in which the Fund may invest may be subject to state
tax. The Fund intends to provide shareholders with a statement
which sets forth the percentage of dividends and distributions
paid
by the Fund that is attributable to interest income from direct
obligations of the United States.
Dividends derived from net investment income, together
with distributions from net realized short-term securities gains
and all or a portion of any gains realized 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 will be mailed to you annually. You also will
receive periodic summaries of your account which will include
information as to dividends and distributions from securities
gains, if any, paid during the year. No dividends will qualify
for
the dividend received deduction allowable to certain U.S.
corporations.
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 if 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 and local taxes.
GENERAL INFORMATION
The Fund was incorporated under Maryland law on April
8, 1982, and commenced operations on February 7, 1983. 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.
GENERAL GOVERNMENT SECURITIES 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 Government
Securities 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-4
Management Agreement. . . . . . . . . . . . . . . . . . . B-8
Purchase of Fund Shares . . . . . . . . . . . . . . . . . B-10
Service Plan and Distribution Plan. . . . . . . . . . . . B-11
Shareholder Services Plans. . . . . . . . . . . . . . . . B-12
Redemption of Fund Shares . . . . . . . . . . . . . . . . B-13
Shareholder Services. . . . . . . . . . . . . . . . . . . B-15
Determination of Net Asset Value. . . . . . . . . . . . . B-19
Dividends, Distributions and Taxes. . . . . . . . . . . . B-20
Yield Information . . . . . . . . . . . . . . . . . . . . B-21
Portfolio Transactions. . . . . . . . . . . . . . . . . . B-21
Information About the Fund. . . . . . . . . . . . . . . . B-22
Custodian, Transfer and Dividend Disbursing Agent,
Counsel and Independent Auditors. . . . . . . . . . . . B-22
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
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 10 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
restrictions numbered
11 and 12 are not fundamental policies and may be changed by vote
of a majority of the
Fund's Directors at any time. The Fund may not:
1. Purchase common stocks, preferred stocks, warrants or
other equity
securities, or purchase corporate bonds or debentures, state
bonds, municipal bonds or industrial revenue bonds.
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. Sell securities short or purchase securities on margin.
4. Write or purchase put or call options.
5. Underwrite the securities of other issuers.
6. Purchase or sell real estate, real estate investment
trust securities, commodities, or oil and gas interests.
7. Make loans to others (except through the purchase of
debt obligations referred to under "Description of the Fund" in
the Prospectus).
8. Invest in companies for the purpose of exercising
control.
9. Invest in securities of other investment companies,
except as they may be
acquired as part of a merger, consolidation or acquisition of
assets.
10. Invest more than 25% of its assets in the securities of
issuers in any
industry, provided that there shall be no limitation on
investments in obligations issued or
guaranteed as to principal and interest by the U.S. Government.
11. Pledge, mortgage, hypothecate or otherwise encumber its
assets, except to
the extent necessary to secure permitted borrowings.
12. 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 interests 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. He 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
ending 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 Retirement Estimated Annual Total Compensation
Member Compensation From Benefits Accrued as Benefits From Fund and
Fund* Part of Upon Retirement Fund Complex Paid
Fund's Expenses to Board Member
___________________
* Amount does not include reimbursement 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
otherinvestment 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 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 not more than 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 limitations,
telephone and personnel expenses), cost 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.
Under the Agreement, the Fund pays 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 for the
fiscal years ended January 31, 1993, 1994 and 1995 amounted to
$3,680,977, $3,167,232 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% of the average value of
the Fund's net assets 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 paid 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 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 , 1994 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 Distri-
butor 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 charged to the Fund with respect to Class A for certain
allocated 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 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
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. The Transfer Agent's records of such
instructions are binding. 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 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 should
advise the operator that the above transmittal code must be used
and should also inform the operator of the Transfer Agent's
answer back sign.
To change the commercial bank or account designated to
receive redemption proceeds, a written request must be sent to
the Transfer Agent. This request must be signed by each
shareholder, with each signature guaranteed as described below
under "Stock Certificates; Signatures."
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 without a sales load for shares of other
funds sold without a sales load.
D. Shares of funds purchased with a sales load,
shares of funds acquired by a previous exchange
from shares purchased with a sales load, and
additional shares acquired through reinvestment of
dividends or distributions of any such funds
(collectively referred to herein as "Purchased
Shares") may be exchanged for shares of other
funds sold with a sales load (referred to herein
as "Offered Shares"), provided that, if the sales
load applicable to the Offered Shares exceeds the
maximum sales load that could have been imposed in
connection with the Purchased Shares (at the time
the Purchased Shares were acquired), without
giving effect to any reduced loads, the difference
will be deducted.
To accomplish an exchange under item D above, shareholders
must notify the Transfer Agent of their prior ownership of fund
shares and their account numbers.
To request an exchange, an investor, or the 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 the limitations as to the
amount involved or the number of telephone exchanges permitted.
Shares issued in certificate form are not eligible for telephone
exchange.
To establish a Personal Retirement Plan by exchange, shares
of the fund being exchanged must have a value of at least the
minimum initial investment required for the fund into which the
exchange is being made. For Dreyfus-sponsored Keogh Plans, IRAs
and IRAs set up under a Simplified Employee Pension Plan ("SEP-
IRAs") with only one participant, the minimum initial investment
is $750. To exchange shares held in Corporate Plans, 403(b)(7)
Plans and SEP-IRAs with more than one participant, the minimum
initial investment is $100 if the plan has at least $2,500
invested among the funds in the Dreyfus Family of Funds. To
exchange shares held in Personal Retirement Plans, the shares
exchanged must have a current value of at least $100.
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 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
Plans and for 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 a 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 FEDERAL
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 the Fund's
investors, procedures reasonably designed to stabilize the Fund's
price per share as computed for the purpose of purchases 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 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 Closings. The holidays (as
observed) on which the New York Stock Exchange is closed
currently are: New Year's Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving and
Christmas.
DIVIDENDS, DISTRIBUTIONS AND TAXES
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN
CONJUNCTION WITH THE SECTION IN THE FUND'S PROSPECTUS ENTITLED
"DIVIDENDS, DISTRIBUTIONS AND TAXES."
Ordinarily, gains and losses realized from portfolio
transactions will be treated as capital gain or loss. However,
all or a portion of any gains 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 the effective yield for Class A
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 shareholders.
CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT,
COUNSEL AND INDEPENDENT AUDITORS
The Bank of New York, 110 Washington Street, New York, New
York 10286, is the Fund's custodian. The Shareholder Services
Group, Inc., a subsidiary of First Data Corporation, P.O. Box
9671, Providence, Rhode Island 02940-9671, is the Fund's
transfer and dividend disbursing agent. 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, The Shareholder Services Group, Inc. and First
Interstate Bank of California 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>
GENERAL GOVERNMENT SECURITIES 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. 8 to the Registration
Statement on Form N-1A, filed on May 25, 1988.
(5) Management Agreement is incorporated by reference to
Exhibit (5) of Post-Effective Amendment No. 16 to the
Registration Statement on Form N-1A, effective on May 18, 1994.
(6)(a) Distribution Agreement is incorporated by reference to
Exhibit (6) of Post-Effective Amendment No. 16 to the
Registration Statement on Form N-1A, effective on May 18, 1994.
(6)(b) Forms of Service Agreement are incorporated by
reference to
Exhibit (6)(b) and (6)(c) of Post-Effective Amendment Nos. 8, 13
and 15, to the Registration Statement on Form N-1A, filed on May
25, 1988, April 26, 1991 and April 11, 1993 respectively.
(8)(a) Amended and Restated Custody Agreement is incorporated
by reference to Exhibit (8) of Post-Effective Amendment No. 13 to
the Registration Statement on Form N-1A, filed on April 26, 1991.
(9)(a) Shareholder Services Plan (Class A).
(9)(b) Shareholder Services 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. 13 to the Registration Statement
on Form N-1A, filed on April 26, 1991.
(b) Certificate of Secretary is incorporated by reference to
Other Exhibits (b) of Post-Effective Amendment No. 16 to
the Registration Statement on Form N-1A, effective on
May 18, 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 4,599
(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 Post-Effective Amendment No. 16 to the
Registration Statement on Form N-1A, effective on May 18, 1994.
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 Dreyfus Precious Metals, Inc.*;
General 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
(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 VicePresident 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 GOVERNMENT SECURITIES 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/Ernest Kafka* Director 1/30/95
Ernest 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,
Attorney-in-Fact
GENERAL GOVERNMENT SECURITIES MONEY MARKET FUND, INC.
Post-Effective Amendment No. 17 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 GOVERNMENT SECURITIES 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, 1993
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 GOVERNMENT SECURITIES 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:
1. 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.
2. 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.
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: 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.
<PAGE>
EXHIBIT 15(A)
GENERAL GOVERNMENT SECURITIES 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 GOVERNMENT SECURITIES 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:
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. 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.
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 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 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.
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: 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.
