File Nos. 2-77767
811-3481
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. 19 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 [X]
Amendment No. 19 [X]
(Check appropriate box or boxes.)
GENERAL MUNICIPAL 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) ( Z i p
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
November 30, 1994 was filed on January 27, 1995.
<PAGE>
GENERAL MUNICIPAL MONEY MARKET FUND, INC.
Cross-Reference Sheet Pursuant to Rule 495(a)
Items in
Part A of
Form N-1A Caption Page
_________ _______ ____
1 Cover Page Cover
2 Synopsis 3
3 Condensed Financial Information 4
4 General Description of Registrant 5
5 Management of the Fund 12
5(a) Management's Discussion of Fund's
Performance *
6 Capital Stock and Other Securities 26
7 Purchase of Securities Being Offered 13
8 Redemption or Repurchase 19
9 Pending Legal Proceedings *
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
Items in
Part B of
Form N-1A
- ---------
10 Cover Page Cover
11 Table of Contents Cover
12 General Information and History B-23
13 Investment Objectives and Policies B-2
14 Management of the Fund B-8
15 Control Persons and Principal B-10
Holders of Securities
16 Investment Advisory and Other B-12
Services
<PAGE>
GENERAL MUNICIPAL 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-23
18 Capital Stock and Other Securities B-23
19 Purchase, Redemption and Pricing B-14, B-16
of Securities Being Offered
20 Tax Status B-21
21 Underwriters B-12
22 Calculations of Performance Data B-22
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-2
Common Control with Registrant
26 Number of Holders of Securities C-3
27 Indemnification C-3
28 Business and Other Connections of C-3
Investment Adviser
29 Principal Underwriters C-10
30 Location of Accounts and Records C-14
31 Management Services C-14
32 Undertakings C-14
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
<PAGE>
GENERAL MUNICIPAL MONEY MARKET FUND, INC.
* NO REDEMPTION FEE
PROSPECTUS
________________, 1995
TABLE OF CONTENTS
Page
Annual Fund Operating Expenses . . . . . . . . . . . . . . . . 3
Condensed Financial Information. . . . . . . . . . . . . . . . 4
Yield Information. . . . . . . . . . . . . . . . . . . . . . . 4
Description of the Fund. . . . . . . . . . . . . . . . . . . . 5
Management of the Fund . . . . . . . . . . . . . . . . . . . .12
How to Buy Fund Shares . . . . . . . . . . . . . . . . . . . .13
Shareholder Services . . . . . . . . . . . . . . . . . . . . .15
How to Redeem Fund Shares. . . . . . . . . . . . . . . . . . .19
Distribution Plan. . . . . . . . . . . . . . . . . . . . . . .23
Shareholder Services Plans . . . . . . . . . . . . . . . . . .23
Dividends, Distributions and Taxes . . . . . . . . . . . . . .23
General Information. . . . . . . . . . . . . . . . . . . . . .26
General Municipal 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 maximize current
income exempt from Federal income tax to the extent 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. Class A shares bear certain costs
pursuant to a plan 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 Fees................................ .50% .50%
12b-1 Fees..................................... None .20%
Other Expenses................................. .14% .13%
Total Fund Operating Expenses.................. .64% .83%
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 $ 7 $___
3 Years $ 20 $___
5 Years $ 36 $___
10 Years $ 80 $___
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. The information in the
foregoing table does not reflect any fee waivers or expense
reimbursement arrangements that may be in effect. Other Expenses
of
Class B are based on amounts for Class A for the Fund's last
fiscal
year. Certain Service Agents (as defined below) may charge their
clients direct fees for effecting transactions in Fund shares;
such
fees are not reflected in the foregoing table. See "Management of
the Fund," "How to Buy Fund Shares," "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."
Tax equivalent yield is calculated by determining the
pre-tax yield which, after being taxed at a stated rate, would be
equivalent to a stated yield or effective yield calculated as
described above.
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 MonitorTM,
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.
Class B shares bear certain costs pursuant to a distribution plan
adopted by the Fund's Board of Directors. See "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 maximize current
income
exempt from Federal income tax to the extent consistent with the
preservation of capital and the maintenance of liquidity. To
accomplish this goal, the Fund invests primarily in Municipal
Obligations (described below). 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 will invest may not earn as high a level of current
income
as long-term or lower quality securities which generally have
less
liquidity, greater market risk and more fluctuation in market
value.
Municipal Obligations--Municipal Obligations are debt obligations
issued by states, territories and possessions of the United
States
and the District of Columbia and their political subdivisions,
agencies and instrumentalities, or multistate agencies or
authorities, the interest from which is, in the opinion of bond
counsel to the issuer, exempt from Federal income tax. Municipal
Obligations generally include debt obligations issued to obtain
funds for various public purposes as well as certain industrial
development bonds issued by or on behalf of public authorities.
Municipal Obligations are classified as general obligation bonds,
revenue bonds and notes. General obligation bonds are secured by
the issuer's pledge of its faith, credit and taxing power for the
payment of principal and interest. Revenue bonds are payable from
the revenue derived from a particular facility or class of
facilities or, in some cases, from the proceeds of a special
excise
or other specific revenue source, but not from the general taxing
power. Tax exempt industrial development bonds, in most cases,
are
revenue bonds that do not carry the pledge of the credit of the
issuing municipality, but generally are guaranteed by the
corporate
entity on whose behalf they are issued. Notes are short-term
instruments which are obligations of the issuing municipalities
or
agencies and are sold in anticipation of a bond sale, collection
of
taxes or receipt of other revenues. Municipal Obligations include
municipal lease/purchase agreements which are similar to
installment purchase contracts for property or equipment issued
by
municipalities. Municipal Obligations bear fixed, floating or
variable rates of interest. Certain Municipal Obligations are
subject to redemption at a date earlier than their stated
maturity
pursuant to call options, which may be separated from the related
Municipal Obligation and purchased and sold separately.
Management Policies--The Fund will invest at least 80% of the
value of its net assets (except when maintaining a temporary
defensive position) in Municipal Obligations.
The Fund seeks to maintain a net asset value of $1.00
per
share for purchases and redemptions. To do so, the Fund uses the
amortized cost method of valuing its securities pursuant to Rule
2a-7 under the Investment Company Act of 1940, certain
requirements
of which are summarized as follows. In accordance with Rule 2a-7,
the Fund is required to maintain a dollar-weighted average
portfolio maturity of 90 days or less, purchase only instruments
having remaining maturities of 13 months or less and invest only
in
U.S. dollar denominated securities determined in accordance with
procedures established by the Board of Directors to present
minimal
credit risks and which are rated in one of the two highest rating
categories for debt obligations by at least two nationally
recognized statistical rating organizations (or one rating
organization if the instrument was rated only by one such
organization) or, if unrated, are of comparable quality as
determined in accordance with procedures established by the Board
of Directors. The nationally recognized statistical rating
organizations currently rating investments of the type the Fund
may
purchase are Moody's Investors Service, Inc. ("Moody's"),
Standard
& Poor's Corporation ("S&P") and Fitch Investors Service, Inc.
("Fitch") and their rating criteria are described in the Appendix
to the Fund's Statement of Additional Information. For further
information regarding the amortized cost method of valuing
securities, see "Determination of Net Asset Value" in the Fund's
Statement of Additional Information. There can be no assurance
that
the Fund will be able to maintain a stable net asset value of
$1.00
per share.
The Fund may invest more than 25% of the value of its
total assets in Municipal Obligations which are related in such a
way that an economic, business or political development or change
affecting one such security also would affect the other
securities;
for example, securities the interest upon which is paid from
revenues of similar types of projects, or securities whose
issuers
are located in the same state. As a result, the Fund may be
subject
to greater risk as compared to a fund that does not follow this
practice.
From time to time, the Fund may invest more than 25% of
the value of its total assets in industrial development bonds
which, although issued by industrial development authorities, may
be backed only by the assets and revenues of the non-governmental
users. Interest on Municipal Obligations (including certain
industrial development bonds) which are specified private
activity
bonds, as defined in the Internal Revenue Code of 1986, as
amended
(the "Code"), issued after August 7, 1986, while exempt from
Federal income tax, is a preference item for the purpose of the
alternative minimum tax. Where a regulated investment company
receives such interest, a proportionate share of any exempt-
interest dividend paid by the investment company may be treated
as
such a preference item to shareholders. The Fund may invest
without
limitation in such Municipal Obligations if The Dreyfus
Corporation
determines that their purchase is consistent with the Fund's
investment objective.
The Fund may purchase floating and variable rate demand
notes and bonds, which are tax exempt obligations ordinarily
having
a stated maturity in excess of 13 months, but which permit the
holder to demand payment of principal at any time or at specified
intervals not exceeding 13 months, in each case upon not more
than
30 days' notice. Variable rate demand notes include master demand
notes which are obligations that permit the Fund to invest
fluctuating amounts at varying rates of interest, pursuant to
direct arrangements between the Fund, as lender, and the
borrower.
These obligations permit daily changes in the amounts borrowed.
As
mutually agreed between the parties, the Fund may increase or
decrease the amounts under these obligations, and the borrower
may
repay up to the full amount of the obligation without penalty.
Because these obligations are direct lending arrangements between
the lender and borrower, it is not contemplated that such
instruments generally will be traded, and generally there is no
established secondary market for these obligations, although they
are redeemable at face value, plus accrued interest. Accordingly,
where these obligations are not secured by letters of credit or
other credit support arrangements, the Fund's right to redeem is
dependent on the ability of the borrower to pay principal and
interest on demand. Each obligation purchased by the Fund will
meet
the quality criteria established for the purchase of Municipal
Obligations. The Dreyfus Corporation, on behalf of the Fund, will
consider on an ongoing basis the creditworthiness of the issuers
of the floating and variable rate demand obligations in the
Fund's portfolio.
The Fund may purchase from financial institutions
participation interests in Municipal Obligations (such as
industrial development bonds and municipal lease/purchase
agreements). A participation interest gives the Fund an undivided
interest in the Municipal Obligation in the proportion that the
Fund's participation interest bears to the total principal amount
of the Municipal Obligation. These instruments may have fixed,
floating or variable rates of interest, with remaining maturities
of 13 months or less. If the participation interest is unrated,
or
has been given a rating below that which otherwise is permissible
for purchase by the Fund, it will be backed by an irrevocable
letter of credit or guarantee of a bank that the Board of
Directors
has determined meets the prescribed quality standards for banks
set
forth below, or the payment obligation otherwise will be
collateralized by U.S. Government securities. For certain
participation interests, the Fund will have the right to demand
payment, on not more than seven days' notice, for all or any part
of the Fund's participation interest in the Municipal Obligation,
plus accrued interest. As to these instruments, the Fund intends
to
exercise its right to demand payment only upon a default under
the
terms of the Municipal Obligation, as needed to provide liquidity
to meet redemptions, or to maintain or improve the quality of its
investment portfolio.
The Fund may purchase tender option bonds. A tender
option bond is a Municipal Obligation (generally held pursuant to
a custodial arrangement) having a relatively long maturity and
bearing interest at a fixed rate substantially higher than
prevailing short-term tax exempt rates, that has been coupled
with
the agreement of a third party, such as a bank, broker-dealer or
other financial institution, pursuant to which such institution
grants the security holders the option, at periodic intervals, to
tender their securities to the institution and receive the face
value thereof. As consideration for providing the option, the
financial institution receives periodic fees equal to the
difference between the Municipal Obligation's fixed coupon rate
and
the rate, as determined by a remarketing or similar agent at or
near the commencement of such period, that would cause the
securities, coupled with the tender option, to trade at par on
the
date of such determination. Thus, after payment of this fee, the
security holder effectively holds a demand obligation that bears
interest at the prevailing short-term tax exempt rate. The
Dreyfus
Corporation, on behalf of the Fund, will consider on an ongoing
basis the creditworthiness of the issuer of the underlying
Municipal Obligations, of any custodian and of the third party
provider of the tender option. In certain instances and for
certain
tender option bonds, the option may be terminable in the event of
a default in payment of principal or interest on the underlying
Municipal Obligations and for other reasons.
The Fund may acquire "stand-by commitments" with
respect
to Municipal Obligations held in its portfolio. Under a stand-by
commitment, the Fund obligates a broker, dealer or bank to
repurchase, at the Fund's option, specified securities at a
specified price and, in this respect, stand-by commitments are
comparable to put options. The exercise of a stand-by commitment,
therefore, is subject to the ability of the seller to make
payment
on demand. The Fund will acquire stand-by commitments solely to
facilitate portfolio liquidity and does not intend to exercise
its
rights thereunder for trading purposes. The Fund may pay for
stand-
by commitments if such action is deemed necessary, thus
increasing
to a degree the cost of the underlying Municipal Obligation and
similarly decreasing such security's yield to investors. The Fund
also may acquire call options on specific Municipal Obligations.
The Fund generally would purchase these call options to protect
the
Fund from the issuer of the related Municipal Obligation
redeeming,
or other holder of the call option from calling away, the
Municipal
Obligation before maturity. The sale by the Fund of a call option
that it owns on a specific Municipal Obligation could result in
the
receipt of taxable income by the Fund.
The Fund may invest up to 10% of the value of its net
assets in securities as to which a liquid trading market does not
exist, provided such investments are consistent with the Fund's
investment objective. Such securities may include securities
that
are not readily marketable, such as certain securities that are
subject to legal or contractual restrictions on resale and
repurchase agreements providing for settlement in more than seven
days after notice. As to these securities, the Fund is subject
to
a risk that should the Fund desire to sell them when a ready
buyer
is not available at a price the Fund deems representative of
their
value, the value of the Fund's net assets could be adversely
affected.
From time to time, on a temporary basis other than for
temporary defensive purposes (but not to exceed 20% of the value
of
the Fund's net assets) or for temporary defensive purposes, the
Fund may invest in taxable short-term investments ("Taxable
Investments") consisting of: notes of issuers having, at the time
of purchase, a quality rating within the two highest grades of
Moody's, S&P or Fitch; obligations of the U.S. Government, its
agencies or instrumentalities; commercial paper rated P-1 by
Moody's, A-1 by S&P or F-1 by Fitch; certificates of deposit of
U.S. domestic banks, including foreign branches of domestic
banks,
with assets of one billion dollars or more; time deposits;
bankers'
acceptances and other short-term bank obligations; and repurchase
agreements in respect of any of the foregoing. Dividends paid by
the Fund that are attributable to income earned by the Fund from
Taxable Investments will be taxable to investors. See "Dividends,
Distributions and Taxes." Except for temporary defensive
purposes,
at no time will more than 20% of the value of the Fund's net
assets
be invested in Taxable Investments. If the Fund purchases Taxable
Investments, it will value them using the amortized cost method
and
comply with the provisions of Rule 2a-7 relating to purchases of
taxable instruments. Under normal market conditions, the Fund
anticipates that not more than 5% of the value of its total
assets
will be invested in any one category of Taxable Investments.
Taxable Investments are more fully described in the Statement of
Additional Information, to which reference hereby is made.
Certain Fundamental Policies--The Fund may (i) 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; (ii) pledge, hypothecate,
mortgage
or otherwise encumber its assets, but only to secure borrowings
for
temporary or emergency purposes; (iii) invest up to 5% of its
total
assets in obligations of any issuer, except that up to 25% of the
value of the Fund's total assets may be invested, and obligations
issued or guaranteed by the U.S. Government, its agencies or
instrumentalities, may be purchased, without regard to any such
limitation; and (iv) invest up to 25% of its total assets in the
securities of issuers in any industry, provided that there is no
such limitation on investments in Municipal Obligations and, for
defensive purposes, securities issued by banks and obligations
issued or guaranteed by the U.S. Government, its agencies or
instrumentalities. This paragraph describes fundamental policies
that cannot be changed without approval by the holders of a
majority (as defined in the Investment Company Act of 1940) of
the
Fund's outstanding voting shares. See "Investment Objective and
Management Policies--Investment Restrictions" in the Statement of
Additional Information.
Certain Additional Non-Fundamental Policy--The Fund may invest up
to 10% of the value of its net assets in repurchase agreements
providing for settlement in more than seven days after notice and
in other illiquid securities. See "Investment Objective and
Management Policies--Investment Restrictions" in the Statement of
Additional Information.
Investment Considerations--Even though interest-bearing
securities
are investments which promise a stable stream of income, the
prices
of such securities are inversely affected by changes in interest
rates and, therefore, are subject to the risk of market price
fluctuations. The values of fixed-income securities also may be
affected by changes in the credit rating or financial condition
of the issuing entities.
New issues of Municipal Obligations usually are offered
on a when-issued basis, which means that delivery and payment for
such Municipal Obligations ordinarily take place within 45 days
after the date of the commitment to purchase. The payment
obligation and the interest rate that will be received on the
Municipal Obligations are fixed at the time the Fund enters into
the commitment. The Fund will make commitments to purchase such
Municipal Obligations only with the intention of actually
acquiring
the securities, but the Fund may sell these securities before the
settlement date if it is deemed advisable, although any gain
realized on such sale would be taxable. The Fund will not accrue
income in respect of a when-issued security prior to its stated
delivery date. No additional when-issued commitments will be made
if more than 20% of the value of the Fund's net assets would be
so
committed.
Municipal Obligations purchased on a when-issued basis
and the securities held in the Fund's portfolio are subject to
changes in value (both generally changing in the same way, i.e.,
appreciating when interest rates decline and depreciating when
interest rates rise) based upon the public's perception of the
creditworthiness of the issuer and changes, real or anticipated,
in
the level of interest rates. Municipal Obligations purchased on a
when-issued basis may expose the Fund to risk because they may
experience such fluctuations prior to their actual delivery.
Purchasing Municipal Obligations on a when-issued basis can
involve
the additional risk that the yield available in the market when
the
delivery takes place actually may be higher than that obtained in
the transaction itself. A segregated account of the Fund
consisting
of cash, cash equivalents or U.S. Government securities or other
high quality liquid debt securities at least equal at all times
to
the amount of the when-issued commitments will be established and
maintained at the Fund's custodian bank. Purchasing Municipal
Obligations on a when-issued basis when the Fund is fully or
almost
fully invested may result in greater potential fluctuation in the
value of the Fund's net assets and its net asset value per share.
Certain municipal lease/purchase obligations in which the Fund
may
invest may contain "non-appropriation" clauses which provide that
the municipality has no obligation to make lease payments in
future
years unless money is appropriated for such purpose on a yearly
basis. Although "non-appropriation" lease/purchase obligations
are
secured by the leased property, disposition of the leased
property
in the event of foreclosure might prove difficult. In evaluating
the credit quality of a municipal lease/purchase obligation that
is
unrated, The Dreyfus Corporation will consider, on an ongoing
basis, a number of factors including the likelihood that the
issuing municipality will discontinue appropriating funding for
the
leased property.
Certain provisions in the Code relating to the issuance
of Municipal Obligations may reduce the volume of Municipal
Obligations qualifying for Federal tax exemption. One effect of
these provisions could be to increase the cost of the Municipal
Obligations available for purchase by the Fund and thus reduce
available yield. Shareholders should consult their tax advisers
concerning the effect of these provisions on an investment in the
Fund. Proposals that may restrict or eliminate the income tax
exemption for interest on Municipal Obligations may be introduced
in the future. If any such proposal were enacted that would
reduce
the availability of Municipal Obligations for investment by the
Fund so as to adversely affect Fund shareholders, the Fund would
reevaluate its investment objective and policies and submit
possible changes in the Fund's structure to shareholders for
their
consideration. If legislation were enacted that would treat a
type
of Municipal Obligation as taxable, the Fund would treat such
security as a permissible Taxable Investment within the
applicable
limits set forth herein.
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, Municipal
Obligations or Taxable Investments 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 or
disposed
of by the Fund or the price paid or received by the Fund.
MANAGEMENT OF THE FUND
The Dreyfus Corporation, located at 200 Park Avenue,
New
York, New York 10166, was formed in 1947 and serves as the Fund's
investment adviser. The Dreyfus Corporation is a wholly-owned
subsidiary of Mellon Bank, N.A., which is a wholly-owned
subsidiary
of Mellon Bank Corporation ("Mellon"). As of ___________, 1995,
The
Dreyfus Corporation managed or administered approximately $__
billion in assets for more than ___ million investor accounts
nationwide.
The Dreyfus Corporation supervises and assists in the
overall management of the Fund's affairs under a Management
Agreement with the Fund, subject to the overall authority of the
Fund's Board of Directors in accordance with Maryland law.
Mellon is a publicly owned multibank holding company
incorporated under Pennsylvania law in 1971 and registered under
the Federal Bank Holding Company Act of 1956, as amended. Mellon
provides a comprehensive range of financial products and services
in domestic and selected international markets. Mellon is among
the twenty-five largest bank holding companies in the United
States
based on total assets. Mellon's principal wholly-owned
subsidiaries are Mellon Bank, N.A., Mellon Bank (DE) National
Association, Mellon Bank (MD), The Boston Company, Inc., AFCO
Credit Corporation and a number of companies known as Mellon
Financial Services Corporations. Through its subsidiaries,
Mellon
managed more than $130 billion in assets as of July 31, 1994,
including approximately $6 billion in mutual fund assets. As of
September 30, 1994, various subsidiaries of Mellon provided non-
investment services, such as custodial or administration
services,
for approximately $750 billion in assets, including approximately
$95 billion in mutual fund assets.
For the fiscal year ended November 30, 1994, 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.
Class B shares bear certain costs of distributing such
shares in accordance with a plan adopted pursuant to Rule 12b-1
under the Investment Company Act of 1940. See "Annual Fund
Operating Expenses" 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.
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
(collectively, "Service Agents") that have entered into service
agreements with the Distributor. Share certificates are issued
only
upon your written request. No certificates are issued for
fractional shares. It is not recommended that the Fund be used as
a vehicle for Keogh, IRA or other qualified retirement plans. 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.
You may purchase Fund shares by check or wire. Checks
should be made payable to "The Dreyfus Family of Funds." 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 is 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. 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. 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. Other purchase
procedures may be in effect for clients of certain Service
Agents.
The Fund makes available to certain large institutions the
ability
to issue purchase instructions through compatible computer
facilities.
Wire payments may be made 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 #8900052376/General Municipal Money Market Fund,
Inc.--Class A; or DDA #_____________/General Municipal 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. These fees would be in addition to any
amounts
which might be received under the Fund's 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.
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. 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 as
of
12:00 Noon, New York 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, 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, you will begin to accrue dividends on the following
business day.
Qualified institutions may telephone orders for
purchase
of Fund shares. These orders 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
the telephone order is placed by 12:00 Noon, New York time, and
Federal Funds are received by 4:00 p.m., New York time, on that
day.
Federal regulations require that you provide a
certified
TIN upon opening or reopening an account. See "Dividends,
Distributions and Taxes" and the Fund's Account Application for
further information concerning this requirement. Failure to
furnish
a certified TIN to the Fund could subject you to a $50 penalty
imposed by the Internal Revenue Service (the "IRS").
SHAREHOLDER SERVICES
The services and privileges described under this
heading
may not be available to clients of certain Service Agents and
some
Service Agents may impose certain conditions on their clients
which
are different from those described in this Prospectus. You should
consult your Service Agent in this regard. In addition, use of
the
privileges noted below may require that the proper forms and
information be filed with and processed by the Transfer Agent.
Fund Exchanges--Clients of certain Service Agents may purchase,
in
exchange for shares of the Fund, shares of certain other funds
managed or administered by The Dreyfus Corporation, to the extent
such shares are offered for sale in your state of residence.
These
funds have different investment objectives which may be of
interest
to you. If you desire to use this service, you should consult
your
Service Agent or call 1-800-645-6561 to determine if it is
available and whether any conditions are imposed on its use.
To request an exchange, you or your Service Agent
acting
on your behalf must give exchange instructions to the Transfer
Agent in writing or by telephone. Before any exchange, you must
obtain and should review a copy of the current prospectus of the
fund into which the exchange is being made. Prospectuses may be
obtained by calling 1-800-645-6561. Except in the case of
Personal
Retirement Plans, the shares being exchanged must have a current
value of at least $500; furthermore, when establishing a new
account by exchange, the shares being exchanged must have a value
of at least the minimum initial investment required for the fund
into which the exchange is being made. The ability to issue
exchange instructions by telephone is given to all Fund
shareholders automatically, unless the investor checks the
relevant
"No" box on the Account Application, indicating that the investor
specifically refuses this Privilege. The Telephone Exchange
Privilege may be established for an existing account by written
request, signed by all shareholders on the account, or by a
separate signed Shareholder Services Form, also available by
calling 1-800-645-6561. If an investor has established the
Telephone Exchange Privilege, the investor may telephone exchange
instructions by calling 1-800-221-4060 or, if calling from
overseas, 1-401-455-3306. See "How to Redeem Fund Shares--
Procedures." Upon an exchange into a new account, the following
shareholder services and privileges, as applicable and where
available, will be automatically carried over to the fund 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 Dreyfus Service Corporation. 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--Auto-Exchange Privilege enables you to
invest regularly (on a semi-monthly, monthly, quarterly or annual
basis), in exchange for shares of the Fund, in shares of other
funds in the Dreyfus Family of Funds of which you are currently
an
investor. The amount you designate, which can be expressed either
in terms of a specific dollar or share amount ($100 minimum),
will
be exchanged automatically on the first and/or fifteenth of the
month according to the schedule you have selected. Shares will be
exchanged at the then-current net asset value; however, a sales
load may be charged with respect to exchanges into funds sold
with
a sales load. See "Shareholder Services" in the Statement of
Additional Information. The right to exercise this Privilege may
be
modified or cancelled by the Fund or the Transfer Agent. You may
modify or cancel your exercise of this Privilege at any time by
writing to The Dreyfus Family of Funds, P.O. Box 9671,
Providence,
Rhode Island 02940-9671. The Fund may charge a service fee for
the
use of this Privilege. No such fee currently is contemplated. The
exchange of shares of one fund for shares of another is treated
for
Federal income tax purposes as a sale of the shares given in
exchange by the shareholder and, therefore, an exchanging
shareholder may realize a taxable gain or loss. For more
information concerning this Privilege and the funds in the
Dreyfus
Family of Funds eligible to participate in this Privilege, or to
obtain a 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, 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--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. To open a
Quarterly Distribution Plan, contact the Transfer Agent. The Plan
may be ended at any time by you, the Fund or the Transfer Agent.
Shares for which certificates have been issued must be presented
before redemption under the Plan.
Dividend Options--Dividend Sweep enables you to invest
automatically dividends or dividends and capital gain
distributions, if any, paid by the Fund in shares of another fund
in the Dreyfus Family of Funds of which you are a shareholder.
Shares of the other fund will be purchased at the then-current
net
asset value; however, a sales load may be charged with respect to
investments in shares of a fund sold with a sales load. If you
are
investing in a fund that charges a sales load, you may qualify
for
share prices which do not include the sales load or which reflect
a reduced sales load. See "Shareholder Services" in the Statement
of Additional Information. Dividend ACH permits a shareholder to
transfer electronically on the payment date their dividends or
dividends and capital gain distributions, if any, from the Fund
to
a designated bank account. Only an account maintained at a
domestic financial institution which is an Automated Clearing
House
member may be so designated. Banks may charge a fee for this
service.
For more information concerning these privileges or to
request a Dividend Options Form, please call toll free 1-800-645-
6561. You may cancel these privileges by mailing written
notification to The Dreyfus Family of Funds, P.O. Box 9671,
Providence, Rhode Island 02940-9671. Enrollment in or
cancellation
of these privileges is effective three business days following
receipt. These privileges are available only for existing
accounts
and may not be used to open new accounts. Minimum subsequent
investments do not apply for Dividend Sweep. The Fund may modify
or terminate these privileges at any time or charge a service
fee. No such fee currently is contemplated.
Payroll Savings Plan--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 Dreyfus Service Corporation,
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--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 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.
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 Fund 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 any questions with
respect
to signature-guarantees, please call one of the telephone numbers
listed under "General Information."
Redemption proceeds of at least $1,000 will be wired to
any member bank of the Federal Reserve System in accordance with
a
written signature-guaranteed request.
Check Redemption Privilege--You may request on the Account
Application, Shareholder Services Form or by later written
request
that the Fund provide Redemption Checks drawn on the Fund's
account. Redemption Checks may be made payable to the order of
any
person in the amount of $500 or more. Redemption Checks should
not
be used to close your account. Redemption Checks are free, but
the
Transfer Agent will impose a fee for stopping payment of a
Redemption Check upon your request or if the Transfer Agent
cannot
honor a Redemption Check due to insufficient funds or other valid
reason. You should date your Redemption Checks with the current
date when you write them. Please do not postdate your Redemption
Checks. If you do, the Transfer Agent will honor, upon
presentment,
even if presented before the date of the check, all postdated
Redemption Checks which are dated within six months of
presentment
for payment, if they are otherwise in good order. Shares for
which
certificates have been issued may not be redeemed by Redemption
Check. 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 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 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, 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, 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.
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, a wholly-owned subsidiary of The
Dreyfus 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. 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. Dividends usually are paid on the last calendar day
of each month and are automatically reinvested in additional Fund
shares at net asset value or, at your option, paid in cash. The
Fund's earnings for Saturdays, Sundays and holidays are declared
as
dividends on the preceding business day. 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 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."
Except for dividends from Taxable Investments, the Fund
anticipates that substantially all dividends paid by the Fund
will
not be subject to Federal income tax. Dividends derived from
Taxable Investments, together with distributions from any net
realized short-term securities gains and gains from the sale or
other disposition of certain market discount bonds, paid by the
Fund are subject to Federal income tax as ordinary income,
whether
received in cash or reinvested in additional Fund shares. No
dividend paid by the Fund will qualify for the dividends received
deduction allowable to certain U.S. corporations. Distributions
from net realized long-term securities gains of the Fund
generally
are taxable as long-term capital gains for Federal income tax
purposes if you are a citizen or resident of the United States.
The
Code provides that the net capital gain of an individual
generally
will not be subject to Federal income tax at a rate in excess of
28%. Under the Code, interest on indebtedness incurred or
continued
to purchase or carry Fund shares which is deemed to relate to
exempt-interest dividends is not deductible. Dividends and
distributions may be subject to state and local taxes.
Taxable 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.
Although all or a substantial portion of the dividends
paid by the Fund may be excluded by shareholders of the Fund from
their gross income for Federal income tax purposes, the Fund may
purchase specified private activity bonds, the interest from
which
may be (i) a preference item for purposes of the alternative
minimum tax, (ii) a component of the "adjusted current earnings"
preference item for purposes of the corporate alternative minimum
tax as well as a component in computing the corporate
environmental
tax or (iii) a factor in determining the extent to which a
shareholder's Social Security benefits are taxable. If the Fund
purchases such securities, the portion of the Fund's dividends
related thereto will not necessarily be tax exempt to an investor
who is subject to the alternative minimum tax and/or tax on
Social
Security benefits and may cause an investor to be subject to such
taxes.
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. These statements set forth the dollar
amount
of income exempt from Federal tax and the dollar amount, if any,
subject to Federal tax. These dollar amounts will vary depending
on
the size and length of time of your investment in the Fund. If
the
Fund pays dividends derived from taxable income, it intends to
designate as taxable the same percentage of the day's dividend as
the actual taxable income earned on that day bears to total
income
earned on that day. Thus, the percentage of the dividend
designated
as taxable, if any, may vary from day to day.
Federal regulations generally require the Fund to
withhold ("backup withholding") and remit to the U.S. Treasury
31%
of taxable 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 November 30, 1994 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 or local taxes.
GENERAL INFORMATION
The Fund was incorporated under Maryland law on April 8,
1982, and commenced operations on December 21, 1983. On October
16,
1990, the Fund's name was changed from General Tax Exempt Money
Market Fund, Inc. to General Municipal Money Market Fund, Inc.
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
the
purpose 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 MUNICIPAL 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 Municipal 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-8
Management Agreement. . . . .. . . . . . . . . . . . . B-12
Purchase of Fund Shares . . . . . . . . . . . . . . . . . . B-14
Distribution Plan . . . . . . . . . . . . . . . . . . . . B-14
Shareholder Services Plans. . . . . . . . . . . . . . . . . B-15
Redemption of Fund Shares . . . . . . . . . . . . . . . . . B-16
Shareholder Services. . . . . . . . . . . . . . . . . . . . B-18
Determination of Net Asset Value. . . . . . . . . . . . . . B-20
Dividends, Distributions and Taxes. . . . . . . . . . . . . B-21
Yield Information . . . . . . . . . . . . . . . . . . . . . B-22
Portfolio Transactions. . . . . . . . . . . . . . . . . . . B-23
Information About the Fund. . . . . . . . . . . . . . . . . B-23
Custodian, Transfer and Dividend Disbursing Agent, Counsel and
Independent Auditors. . . . . . . . . . . . . B-24
Appendix. . . . . . . . . . . . . . . . . . . . . . . . . . B-25
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."
The average distribution of investments (at value) in
Municipal Obligations (including notes) by ratings for the fiscal
year ended November 30, 1994, computed on a monthly basis, was as
follows:
Moody's Standard
Fitch Investors Investors & Poor's
Services, Inc. Service, Inc. Corporation Percentage
("Fitch") or ("Moody's") or ("S&P") of Value
F1+/F1 VMIG1/MIG1, P1 SP1+/SP1, A1+/A1 94.7%
AAA/AA Aaa/Aa AAA/AA 5.3%
100.0%
Municipal Obligations. The term "Municipal Obligations"
generally includes debt obligations issued to obtain funds for
various public purposes, including the construction of a wide
range of public facilities such as airports, bridges, highways,
housing, hospitals, mass transportation, schools, streets and
water and sewer works. Other public purposes for which Municipal
Obligations may be issued include refunding outstanding
obligations, obtaining funds for general operating expenses and
lending such funds to other public institutions and facilities.
In addition, certain types of industrial development bonds are
issued by or on behalf of public authorities to obtain funds to
provide for the construction, equipment, repair or improvement of
privately operated housing facilities, sports facilities,
convention or trade show facilities, airport, mass transit,
industrial, port or parking facilities, air or water pollution
control facilities and certain local facilities for water supply,
gas, electricity or sewage or solid waste disposal; the interest
paid on such obligations may be exempt from Federal income tax,
although current tax laws place substantial limitations on the
size of such issues. Such obligations are considered to be
Municipal Obligations if the interest paid thereon qualifies as
exempt from Federal income tax in the opinion of bond counsel to
the issuer. There are, of course, variations in the security of
Municipal Obligations, both within a particular classification
and between classifications.
Floating and variable rate demand obligations are tax exempt
obligations ordinarily having stated maturities in excess of 13
months, but which permit the holder to demand payment of
principal at any time, or at specified intervals not exceeding 13
months, in each case upon not more than 30 days' notice. The
issuer of such obligations ordinarily has a corresponding right,
after a given period, to prepay in its discretion the outstanding
principal amount of the obligations plus accrued interest upon a
specified number of days' notice to the holders thereof. The
interest rate on a floating rate demand obligation is based on a
known lending rate, such as a bank's prime rate, and is adjusted
automatically each time such rate is adjusted. The interest rate
on a variable rate demand obligation is adjusted automatically at
specified intervals.
For the purpose of diversification under the Investment
Company Act of 1940, as amended (the "Act"), the identification
of the issuer of Municipal Obligations depends on the terms and
conditions of the security. When the assets and revenues of an
agency, authority, instrumentality or other political subdivision
are separate from those of the government creating the
subdivision and the security is backed only by the assets and
revenues of the subdivision, such subdivision would be deemed to
be the sole issuer. Similarly, in the case of an industrial
development bond, if that bond is backed only by the assets and
revenues of the non-governmental user, then such non-governmental
user would be deemed to be the sole issuer. If, however, in
either case, the creating government or some other entity
guarantees a security, such a guaranty would be considered a
separate security and will be treated as an issue of such
government or other entity.
The yields on Municipal Obligations are dependent on a
variety of factors, including general economic and monetary
conditions, money market factors, conditions in the Municipal
Obligations market, size of a particular offering, maturity of
the obligation and rating of the issue. The imposition of the
Fund's management fee, as well as other operating expenses,
including fees paid under the Fund's Service Plan, will have the
effect of reducing the yield to investors.
Municipal lease obligations or installment purchase contract
obligations (collectively, "lease obligations") have special
risks not ordinarily associated with Municipal Obligations.
Although lease obligations do not constitute general obligations
of the municipality for which the municipality's taxing power is
pledged, a lease obligation ordinarily is backed by the
municipality's covenant to budget for, appropriate and make the
payments due under the lease obligation. However, certain lease
obligations contain "non-appropriation" clauses which provide
that the municipality has no obligation to make lease or
installment purchase payments in future years unless money is
appropriated for such purpose on a yearly basis. Although "non-
appropriation" lease obligations are secured by the leased
property, disposition of the property in the event of foreclosure
might prove difficult. The Fund will seek to minimize these
risks by investing only in those lease obligations that (1) are
rated in one of the two highest rating categories for debt
obligations by at least two nationally recognized statistical
rating organizations (or one rating organization if the lease
obligation was rated only by one such organization) or (2) if
unrated, are purchased principally from the issuer or domestic
banks or other responsible third parties, in each case only if
the seller shall have entered into an agreement with the Fund
providing that the seller or other responsible third party will
either remarket or repurchase the lease obligation within a short
period after demand by the Fund. The staff of the Securities and
Exchange Commission currently considers certain lease obligations
to be illiquid. Accordingly, not more than 10% of the value of
the Fund's net assets will be invested in lease obligations that
are illiquid and in other 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.
The Fund will not purchase tender option bonds unless (a)
the demand feature applicable thereto is exercisable by the Fund
within 13 months of the date of such purchase upon no more than
30 days' notice and thereafter is exercisable by the Fund no less
frequently than annually upon no more than 30 days' notice and
(b) at the time of such purchase, the Manager reasonably expects
(i) based upon its assessment of current and historical interest
rate trends, that prevailing short-term tax exempt rates will not
exceed the stated interest rate on the underlying Municipal
Obligations at the time of the next tender fee adjustment and
(ii) that the circumstances which might entitle the grantor of a
tender option to terminate the tender option would not occur
prior to the time of the next tender opportunity. At the time of
each tender opportunity, the Fund will exercise the tender option
with respect to any tender option bonds unless the Manager
reasonably expects, (x) based upon its assessment of current and
historical interest rate trends, that prevailing short-term tax
exempt rates will not exceed the stated interest rate on the
underlying Municipal Obligations at the time of the next tender
fee adjustment, and (y) that the circumstances which might
entitle the grantor of a tender option to terminate the tender
option would not occur prior to the time of the next tender
opportunity. The Fund will exercise the tender feature with
respect to tender option bonds, or otherwise dispose of its
tender option bonds, prior to the time the tender option is
scheduled to expire pursuant to the terms of the agreement under
which the tender option is granted. The Fund otherwise will
comply with the provisions of Rule 2a-7 in connection with the
purchase of tender option bonds, including, without limitation,
the requisite determination by the Board of Directors that the
tender option bonds in question meet the quality standards
described in Rule 2a-7, which, in the case of a tender option
bond subject to a conditional demand feature, would include a
determination that the security has received both the required
short-term and long-term quality rating or is determined to be of
comparable quality. In the event of a default of the Municipal
Obligation underlying a tender option bond, or the termination of
the tender option agreement, the Fund would look to the maturity
date of the underlying security for purposes of compliance with
Rule 2a-7 and, if its remaining maturity was greater than 13
months, the Fund would sell the security as soon as would be
practicable. The Fund will purchase tender option bonds only
when it is satisfied that the custodial and tender option
arrangements, including the fee payment arrangements, will not
adversely affect the tax exempt status of the underlying
Municipal Obligations and that payment of any tender fees will
not have the effect of creating taxable income for the Fund.
Based on the tender option bond agreement, the Fund expects to be
able to value the tender option bond at par; however, the value
of the instrument will be monitored to assure that it is valued
at fair value.
Ratings of Municipal Obligations. If, subsequent to its
purchase by the Fund, (a) an issue of rated Municipal Obligations
ceases to be rated in the highest rating category by at least two
rating organizations (or one rating organization if the
instrument was rated by only one such organization) or the Fund's
Board determines that it is no longer of comparable quality or
(b) the Manager becomes aware that any portfolio security not so
highly rated or any unrated security has been given a rating by
any rating organization below the rating organization's second
highest rating category, the Fund's Board will reassess promptly
whether such security presents minimal credit risk and will cause
the Fund to take such action as it determines is in the best
interest of the Fund and its shareholders; provided that the
reassessment required by clause (b) is not required if the
portfolio security is disposed of or matures within five business
days of the Manager becoming aware of the new rating and the
Fund's Board is subsequently notified of the Manager's actions.
To the extent that the ratings given by Moody's, S&P or
Fitch for Municipal Obligations may change as a result of changes
in such organizations or their rating systems, the Fund will
attempt to use comparable ratings as standards for its
investments in accordance with its stated investment policies
contained in the Fund's Prospectus and this Statement of
Additional Information. The ratings of Moody's, S&P and Fitch
represent their opinions as to the quality of the Municipal
Obligations which they undertake to rate. It should be
emphasized, however, that ratings are relative and subjective and
are not absolute standards of quality. Although these ratings
may be an initial criterion for selection of portfolio
investments, the Manager also will evaluate these securities and
the creditworthiness of the issuers of such securities based upon
financial and other available information.
Taxable Investments. 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.
Commercial paper consists of short-term, unsecured
promissory notes issued to finance short-term credit needs.
Certificates of deposit are negotiable certificates
representing the obligation of a bank to repay funds deposited
with it for a specified period of time.
Time deposits are non-negotiable deposits maintained in a
banking institution for a specified period of time (in no event
longer than seven days) at a stated interest rate. Investments
in time deposits generally are limited to London branches of
domestic banks that have total assets in excess of one billion
dollars. Time deposits which may be held by the Fund will not
benefit from insurance from the Bank Insurance Fund or the
Savings Association Insurance Fund administered by the Federal
Deposit Insurance Corporation.
Bankers' acceptances are credit instruments evidencing the
obligation of a bank to pay a draft drawn on it by a customer.
These instruments reflect the obligation both of the bank and of
the drawer to pay the face amount of the instrument upon
maturity. Other short-term bank obligations may include
uninsured direct obligations bearing fixed, floating or variable
rates of interest.
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.
The Fund's custodian or subcustodian 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 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
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. 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 will
consider on an ongoing basis the creditworthiness of the
institutions with which it enters into repurchase agreements.
Investment Restrictions. The Fund has adopted investment
restrictions numbered 1 through 11 as fundamental policies.
These restrictions cannot be changed without approval by the
holders of a majority (as defined in the Act) of the Fund's
outstanding voting shares. Investment restriction number 12 is
not a fundamental policy and may be changed by vote of a majority
of the Fund's Directors at any time. The Fund may not:
1. Purchase securities other than Municipal Obligations
and Taxable Investments as those terms are defined above and in
the Prospectus.
2. Borrow money, except from banks for temporary or
emergency (not leveraging) purposes in an amount up to 15% of the
value of the Fund's total assets (including the amount borrowed)
based on the lesser of cost or market, less liabilities (not
including the amount borrowed) at the time the borrowing is made.
While borrowings exceed 5% of the value of the Fund's total
assets, the Fund will not make any additional investments.
3. Pledge, hypothecate, mortgage or otherwise encumber its
assets, except to secure borrowings for temporary or emergency
purposes.
4. Sell securities short or purchase securities on margin.
5. Underwrite the securities of other issuers, except that
the Fund may bid separately or as part of a group for the
purchase of Municipal Obligations directly from an issuer for its
own portfolio to take advantage of the lower purchase price
available.
6. Purchase or sell real estate, real estate investment
trust securities, commodities or commodity contracts, or oil and
gas interests, but this shall not prevent the Fund from investing
in Municipal Obligations secured by real estate or interests
therein.
7. Make loans to others except through the purchase of
qualified debt obligations and the entry into repurchase
agreements referred to above and in the Prospectus.
8. Invest more than 15% of its assets in the obligations
of any one bank, or invest more than 5% of its assets in the
obligations of any other issuer, except that up to 25% of the
value of the Fund's total assets may be invested, and securities
issued or guaranteed by the U.S. Government or its agencies or
instrumentalities may be purchased, without regard to any such
limitations. Notwithstanding the foregoing, to the extent
required by the rules of the Securities and Exchange Commission,
the Fund will not invest more than 5% of its assets in the
obligations of any one bank, except that up to 25% of the value
of the Fund's total assets may be invested without regard to such
limitation.
9. Invest more than 25% of its assets in the securities of
issuers in any single industry; provided that there shall be no
limitation on the purchase of Municipal Obligations and, for
defensive purposes, securities issued by banks and obligations
issued or guaranteed by the U.S. Government, its agencies or
instrumentalities.
10. Purchase more than 10% of the voting securities of any
issuer or invest in companies for the purpose of exercising
control.
11. Invest in securities of other investment companies,
except as they may be acquired as part of a merger, consolidation
or acquisition of assets and except for the purchase, to the
extent permitted by Section 12 of the Act, of shares of
registered unit investment trusts whose assets consist
substantially of Municipal Obligations.
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.
For purposes of Investment Restriction No. 9, industrial
development bonds, where the payment of principal and interest is
the ultimate responsibility of companies within the same
industry, are grouped together as an "industry."
If a percentage restriction is adhered to at the time of an
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 informa-
tion 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 and BEI Golembe, Inc. until 1989 and
Chairman Emeritus of BEI Golembe, Inc. until November 1992.
He also served as an Economist to 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 until 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 "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.
<TABLE>
<CAPTION>
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 November 30, 1994, 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:
<S> <C> <C> <C> <C>
(1) (2) (3) (4) (5)
Name of Board Aggregate Pension or Estimated Annual Total Compensation
Member Compensation from Retirement Benefits Benefits Upon From Fund and
Fund* Accrued as Part of Retirement Fund Complex Paid
Fund's Expenses To Board Member
* Amount does not include reimbursed expenses for attending Board meeting, which
was $________ for all Directors as a group.
</TABLE>
Officers of the Fund
MARIE E. CONNOLLY, President and Treasurer. President and Chief
Operating
Officer of the Distributor and an officer of other
investment companies advised or
administered by the Manager. From December 1991 to July
1994, she was
President and Chief Compliance Officer of Funds Distributor,
Inc., a wholly-
owned subsidiary of The Boston Company, Inc. Prior to
December 1991, she
served as Vice President and Controller, and later as Senior Vice
President, of The Boston Company Advisors, Inc.
JOHN E. PELLETIER, Vice President and Secretary. Senior Vice
President and General
Counsel of the Distributor and an officer of other
investment companies advised
or administered by the Manager. From February 1992 to July
1994, he served as
Counsel for The Boston Company Advisors, Inc. From August
1990 to February
1992, he was employed as an Associate at Ropes & Gray, and prior
to
August 1990, he was employed as an Associate at Sidley & Austin.
FREDERICK C. DEY, Vice President and Assistant Treasurer. Senior
Vice President
of the Distributor and an officer of other investment
companies advised or
administered by the Manager. From 1988 to August 1994, he
was Manager of the
High Performance Fabric Division of Springs Industries Inc.
ERIC B. FISCHMAN, Vice President and Assistant Secretary.
Associate General
Counsel of the Distributor and an officer of other
investment companies advised
or administered by the Manager. From September 1992 to
August 1994, he was
an attorney with the Board of Governors of the Federal
Reserve System.
JOSEPH S. TOWER, III, Assistant Treasurer. Senior Vice
President, Treasurer and
Chief Financial Officer of the Distributor and an officer of
other investment
companies advised or administered by the Manager. From July
1988 to
August 1994, he was employed by The Boston Company, Inc.
where he held
various management positions in the Corporate Finance and
Treasury areas.
JOHN J. PYBURN, Assistant Treasurer. Vice President of the
Distributor and an
officer of other investment companies advised or
administered by Dreyfus. 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 13, 1995.
MANAGEMENT AGREEMENT
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN
CONJUNCTION WITH THE
SECTION IN THE FUND'S PROSPECTUS ENTITLED "MANAGEMENT OF THE
FUND."
The Manager provides management services pursuant to the
Management
Agreement (the "Agreement") dated August 24, 1994 with the Fund,
which is subject to
annual approval by (i) the Fund's Board of Directors or (ii) vote
of a majority (as
defined in the Act) of the outstanding voting securities of the
Fund, provided that in
either event the continuance also is approved by a majority of
the Directors who are not
"interested persons" (as defined in the Act) of the Fund or the
Manager, by vote cast in
person at a meeting called for the purpose of voting on such
approval. The Agreement
was approved by shareholders at a meeting held on
, 1994. The Board of Directors, including a majority of the
Directors who are not "interested persons" of any
party to the Agreement, last voted to renew the Agreement at a
meeting held on ,
1994. The Agreement is terminable without penalty, on 60 days'
notice, by the Fund's
Board of Directors or by vote of the holders of a majority of the
Fund's outstanding
voting 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 A.
Paul Disdier, Karen M.
Hand, Stephen C. Kris, Richard J. Moynihan, Jill C. Shaffro, L.
Lawrence Troutman,
Samuel J. Weinstock and Monica S. Wieboldt. 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 Directors' 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, advisory fees, charges of custodians,
transfer and dividend disbursing
agents' fees, certain insurance premiums, outside auditing and
legal expenses, costs of
independent pricing services, costs of maintaining corporate
existence, costs allocable to
investor services (including, without limitation, telephone and
personnel expenses), costs
of shareholder reports and corporate meetings, costs of
preparing, printing and
distributing prospectuses and statements of additional
information and any extraordinary
expenses.
The Manager maintains office facilities on behalf of the
Fund, and furnishes
statistical and research data, clerical help, accounting, data
processing, bookkeeping and
internal auditing and certain other required services to the
Fund. The Manager also may
make such advertising and promotional expenditures using its own
resources, as it from time to time deems appropriate.
As compensation for the Manager's services, the Fund 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 paid for the
fiscal years ended November
30, 1992, 1993 and 1994 were $1,761,352, $1,831,256 and $
, respectively.
The Manager has agreed that if in any fiscal year the
aggregate expenses of the
Fund, exclusive of interest, taxes, brokerage, and (with the
prior written consent of the
necessary state securities commissions) extraordinary expenses,
but including the
management fee, exceed 1-1/2% of the average 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 November 30, 1994.
The aggregate of the fees payable to the Manager is not
subject to reduction as
the value of the Fund's net assets increases.
PURCHASE OF FUND SHARES
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN
CONJUNCTION WITH THE
SECTION IN THE FUND'S PROSPECTUS ENTITLED "HOW TO BUY FUND
SHARES."
The Distributor. The Distributor serves as the Fund's
distributor pursuant to an
agreement which is renewable annually. The Distributor also acts
as distributor for the
other funds in the 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.
DISTRIBUTION PLAN
(CLASS B ONLY)
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN
CONJUNCTION WITH THE
SECTION IN THE FUND'S PROSPECTUS ENTITLED "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 (the
"Plan") with respect
to Class B. The Fund's Board of Directors believes that there is
a reasonable likelihood
that the Plan will benefit the Fund and holders of Class B
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 the Plan,
and the purposes for
which such expenditures were incurred, must be made to the
Directors for their review.
In addition, the 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 Class B
shareholder approval 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 agreements
entered into in connection with
such Plan, by vote cast in person at a meeting called for the
purpose of considering such
amendments. The 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 Plan was so
approved at a meeting held on January 11, 1995. The 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 Fund's Class B shares.
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, the 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 November 30, 1994, $
was charged to the
Fund with respect to Class A for certain shareholder servicing
expenses. The
Shareholder Services Plan with respect to Class B had not been
implemented as of such
date.
REDEMPTION OF FUND SHARES
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN
CONJUNCTION WITH THE
SECTION IN THE FUND'S PROSPECTUS ENTITLED "HOW TO REDEEM FUND
SHARES."
Check Redemption Privilege. An investor may indicate on the
Account
Application or by later written request that the Fund provide
Redemption Checks
("Checks") drawn on the Fund's account. Checks will be sent only
to the registered
owner(s) of the account and only to the address of record. The
Account Application or
later written request must be manually signed by the registered
owner(s). Checks may be
made payable to the order of any person in an amount of $500 or
more. When a Check
is presented to the Transfer Agent for payment, the Transfer
Agent, as the investor's
agent, will cause the Fund to redeem a sufficient number of
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. 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 wire 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 and is a fundamental
policy of the Fund which
may not be changed without shareholder approval. 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 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 the other
funds may be obtained
by calling 1-800-645-6561. The Fund reserves the right to reject
any exchange request in
whole or in part. Fund Exchanges or the Auto-Exchange Privilege
may be modified or
terminated at any time upon notice to shareholders.
Automatic Withdrawal Plan. The Automatic Withdrawal Plan
permits an investor
with a $5,000 minimum account to request withdrawal of a
specified dollar amount
(minimum of $50) on either a monthly or quarterly basis.
Withdrawal payments are the
proceeds from sales of Fund shares, not the yield on the shares.
If withdrawal payments
exceed reinvested dividends and distributions, the investor's
shares will be reduced and
eventually may be depleted. There is a service charge of $.50
for each withdrawal check.
Automatic Withdrawal may be terminated at any time by the
investor, the Fund or the
Transfer Agent. Shares for which certificates have been issued
may not be redeemed
through the Automatic Withdrawal Plan.
Dividend Sweep. Dividend Sweep allows investors to invest
on the payment date
their dividends or dividends and capital gain distributions, if
any, from the Fund in shares
of another fund in the Dreyfus Family of Funds of which the
investor is a shareholder.
Shares of other funds purchased pursuant to this privilege will
be purchased on the basis
of relative net asset value per share as follows:
A. Dividends and distributions paid by a fund may be
invested without
imposition of a sales load in shares of other funds
that are offered without
a sales load.
B. Dividends and distributions paid by a fund which does
not charge a sales
load may be invested in shares of other funds sold with
a sales load, and
the applicable sales load will be deducted.
C. Dividends and distributions paid by a fund which
charges a sales load may
be invested in shares of other funds sold with a sales
load (referred to
herein as "Offered Shares"), provided that, if the
sales load applicable to
the Offered Shares exceeds the maximum sales load
charged by the fund from which dividends or distributions are
being swept, without giving effect to any reduced loads, the
difference will be deducted.
D. Dividends and distributions paid by a fund may be
invested in shares of other funds that impose a contingent
deferred sales charge ("CDSC") and the applicable CDSC, if any,
will be imposed upon redemption of such shares.
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 sales and
redemptions at $1.00. Such procedures include review of the
Fund's portfolio holdings by
the Board of Directors, at such intervals as it deems
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. Market quotations
and market equivalents used in such review are obtained from an
independent pricing
service (the "Service") approved by the Board of Directors. The
Service values the
Fund's investments based on methods which include consideration
of: yields or prices of
municipal bonds of comparable quality, coupon, maturity and type;
indications of values
from dealers; and general market conditions. The Service also
may employ electronic
data processing techniques and/or a matrix system to determine
valuations.
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 November 30, 1994, the Fund's
yield for Class A
was % and the Fund's effective yield was %.
Yield is computed in
accordance with a standardized method which involves determining
the net change in the
value of a hypothetical pre-existing Fund account having a
balance of one share at the
beginning of a seven calendar day period for which yield is to be
quoted, dividing the net
change by the value of the account at the beginning of the period
to obtain the base
period return, and annualizing the results (i.e., multiplying the
base period return by
365/7). The net change in the value of the account reflects the
value of additional shares
purchased with dividends declared on the original share and any
such additional shares
and fees that may be charged to shareholder accounts, in
proportion to the length of the
base period and the Fund's average account size, but does not
include realized gains and
losses or unrealized appreciation and depreciation. Effective
annualized 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.
Based upon a 1994 Federal tax rate of 39.60%, the Fund's tax
equivalent yield for
Class A for the seven-day period ended November 30, 1994 was
%. Tax equivalent
yield is computed by dividing that portion of the yield or
effective yield (calculated as
described above) which is tax exempt by 1 minus a stated tax rate
and adding the
quotient to that portion, if any, of the yield of the Fund that
is not tax exempt.
The tax equivalent yield noted above represents the
application of the highest
Federal marginal personal income tax rate presently in effect.
The tax equivalent figure,
however, does not include the potential effect of any state or
local (including, but not
limited to, county, district or city) taxes, including applicable
surcharges. In addition,
there may be pending legislation which could affect such stated
tax rate or yield. Each
investor should consult with its tax adviser, and consider its
own factual circumstances
and applicable tax laws, in order to ascertain the relevant tax
equivalent yield.
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.
From time to time, the Fund may use hypothetical tax
equivalent yields or charts in its advertising. These
hypothetical yields or charts will be used for illustrative
purposes only and not as representative of the Fund's past or
future performance.
From time to time, advertising materials for the Fund may
refer to or discuss
then-current or past economic conditions, developments and/or
events, including those
relating to or arising from actual or proposed tax legislation.
From time to time,
advertising materials for the Fund also may refer to statistical
or other information
concerning trends relating to investment companies, as compiled
by industry associations
such as the Investment Company Institute.
PORTFOLIO TRANSACTIONS
Portfolio securities ordinarily are purchased from and sold
to parties acting as
either principal or agent. Newly-issued securities ordinarily
are purchased directly from
the issuer or from an underwriter; other purchases and sales
usually are placed with
those dealers from whom it appears that the best price or
execution will be obtained.
Usually no brokerage commissions, as such, are paid by the Fund
for such purchases and
sales, although the price paid usually includes an undisclosed
compensation to the dealer
acting as agent. The prices paid to underwriters of newly-issued
securities usually include
a concession paid by the issuer to the underwriter, and purchases
of after-market
securities from dealers ordinarily are executed at a price
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.
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, acts
as custodian of the Fund's investments. 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.
Neither The Bank of
New York nor The Shareholder Services Group, Inc. has any 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.
APPENDIX
Description of certain S&P, Moody's and Fitch ratings:
S&P
Municipal Bond Ratings
An S&P municipal bond rating is a current assessment of the
creditworthiness of
an obligor with respect to a specific obligation.
The ratings are based on current information furnished by
the issuer or obtained
by S&P from other sources it considers reliable, and will
include: (1) likelihood of
default-capacity and willingness of the obligor as to the timely
payment of interest and
repayment of principal in accordance with the terms of the
obligation; (2) nature of and
provisions of the obligation; and (3) protection afforded by, and
relative position of, the
obligation in the event of bankruptcy, reorganization or other
arrangement under the
laws of bankruptcy and other laws affecting creditors' rights.
AAA
Debt rated AAA has the highest rating assigned by S&P.
Capacity to pay interest
and repay principal is extremely strong.
AA
Debt rated AA has a very strong capacity to pay interest and
repay principal and
differs from the highest rated issues only in a small degree.
The AA rating may be
modified by the addition of a plus (+) or minus (-) sign, which
is used to show relative
standing within the category.
Municipal Note Ratings
SP-1
The issuers of these municipal notes exhibit very strong or
strong capacity to pay
principal and interest. Those issues determined to possess
overwhelming safety
characteristics are given a plus (+) designation.
SP-2
The issuers of these municipal notes exhibit satisfactory
capacity to pay principal and interest.
Commercial Paper Ratings
The rating A is the highest rating and is assigned by S&P to
issues that are
regarded as having the greatest capacity for timely payment.
Issues in this category are
delineated with the numbers 1, 2 and 3 to indicate the relative
degree of safety. Paper
rated A-1 indicates that the degree of safety regarding timely
payment is either
overwhelming or very strong. Those issues determined to possess
overwhelming safety
characteristics are denoted with a plus sign (+) designation.
Moody's
Municipal Bond Ratings
Aaa
Bonds which are rated Aaa are judged to be of the best
quality. They carry the
smallest degree of investment risk and are generally referred to
as "gilt edge." Interest
payments are protected by a large or by an exceptionally stable
margin and principal is
secure. While the various protective elements are likely to
change, such changes as can
be visualized are most unlikely to impair the fundamentally
strong position of such issues.
Aa
Bonds which are rated Aa are judged to be of high quality by
all standards.
Together with the Aaa group they comprise what are generally
known as high grade
bonds. They are rated lower than the best bonds because margins
of protection may not
be as large as in Aaa securities or fluctuation of protective
elements may be of greater
amplitude or there may be other elements present which make the
long-term risks
appear somewhat larger than in Aaa securities. Moody's applies
the numerical modifiers
1, 2 and 3 to show relative standing within the Aa rating
category. The modifier 1
indicates a ranking for the security in the higher end of the
rating category; the modifier
2 indicates a mid-range ranking; and the modifier 3 indicates a
ranking on the lower end
of the rating category.
Municipal Note Ratings
Moody's ratings for state and municipal notes and other
short-term loans are
designated Moody's Investment Grade (MIG). Such ratings
recognize the difference
between short-term credit risk and long-term risk. Factors
affecting the liquidity of the
borrower and short-term cyclical elements are critical in
short-term ratings, while other
factors of major importance in bond risk, long-term secular
trends, for example, may be
less important over the short run.
A short-term rating may also be assigned on an issue having
a demand feature.
Such ratings will be designated as VMIG or, if the demand feature
is not rated, as NR.
Short-term ratings on issues with demand features are
differentiated by the use of the
VMIG symbol to reflect such characteristics as payment upon
periodic demand rather
than fixed maturity dates and payment relying on external
liquidity. Additionally,
investors should be alert to the fact that the source of payment
may be limited to the
external liquidity with no or limited legal recourse to the
issuer in the event the demand
is not met.
Moody's short-term ratings are designated Moody's Investment
Grade as MIG 1
or VMIG 1 through MIG 4 or VMIG 4. As the name implies, when
Moody's assigns a
MIG or VMIG rating, all categories define an investment grade
situation.
MIG 1/VMIG 1
This designation denotes best quality. There is present
strong protection by
established cash flows, superior liquidity support or
demonstrated broad-based access to
the market for refinancing.
MIG 2/VMIG 2
This designation denotes high quality. Margins of
protection are ample although
not so large as in the preceding group.
Commercial Paper Rating
The rating Prime-1 (P-1) is the highest commercial paper
rating assigned by
Moody's. Issuers of P-1 paper must have a superior capacity for
repayment of short-term
promissory obligations, and ordinarily will be evidenced by
leading market positions in
well established industries, high rates of return on funds
employed, conservative
capitalization structures with moderate reliance on debt and
ample asset protection,
broad margins in earnings coverage of fixed financial charges and
high internal cash
generation, and well established access to a range of financial
markets and assured sources of alternate liquidity. Issuers
rated Prime-2 (P-2) have a strong ability for
repayment of senior short-term debt obligations. Capitalization
characteristics, while still
appropriate, may be more affected by external conditions. Ample
alternate liquidity is maintained.
Fitch
Municipal Bond Ratings
The ratings represent Fitch's assessment of the issuer's
ability to meet the
obligations of a specific debt issue or class of debt. The
ratings take into consideration
special features of the issue, its relationship to other
obligations of the issuer, the current
financial condition and operating performance of the issuer and
of any guarantor, as well
as the political and economic environment that might affect the
issuer's future financial strength and credit quality.
AAA
Bonds rated AAA are considered to be investment grade and of
the highest credit
quality. The obligor has an exceptionally strong ability to pay
interest and repay
principal, which is unlikely to be affected by reasonably
foreseeable events.
AA
Bonds rated AA are considered to be investment grade and of
very high credit
quality. The obligor's ability to pay interest and repay
principal is very strong, although
not quite as strong as bonds rated AAA. Because bonds rated in
the AAA and AA
categories are not significantly vulnerable to foreseeable future
developments, short-term
debt of these issuers is generally rated F-1+.
Plus (+) and minus (-) signs are used with a rating symbol
to indicate the relative
position of a credit within the rating category.
Short-Term Ratings
Fitch's short-term ratings apply to debt obligations that
are payable on demand or have original maturities of up to three
years, including commercial paper, certificates of
deposit, medium-term notes, and municipal and investment notes.
Although the credit analysis is similar to Fitch's bond
rating analysis, the short-term rating places greater emphasis
than bond ratings on the existence of liquidity
necessary to meet the issuer's obligations in a timely manner.
F-1+
Exceptionally Strong Credit Quality. Issues assigned this
rating are regarded as having the strongest degree of assurance
for timely payment.
F-1
Very Strong Credit Quality. Issues assigned this rating
reflect an assurance of timely payment only slightly less in
degree than issues rated F-1+.
F-2
Good Credit Quality. Issues carrying this rating have a
satisfactory degree of assurance for timely payments, but the
margin of safety is not as great as the F-1+ and F-1 categories.
<PAGE>
GENERAL MUNICIPAL 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 and Articles of
Amendment are incorporated by reference, respectively,
to Exhibit (1) of Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-1, filed on November
24, 1982, and Exhibit (1)(b) of Post-Effective
Amendment No. 13 to the Registration Statement on Form
N-1A, filed on January 30, 1991.
(2) Registrant's By-Laws, as amended, are incorporated by
reference to Exhibit (2) of Post-Effective Amendment
No. 7 to the Registration Statement on Form N-1A,
filed on January 30, 1988.
(4) Specimen certificate for the Registrant's securities
is incorporated by reference to Exhibit (4) of Pre-
Effective Amendment No. 1 to the Registration
Statement on Form N-1, filed on November 24, 1982.
(5) Management Agreement is incorporated by reference to
Exhibit (5) of Pre-Effective Amendment No. 18 to the
Registration Statement on Form N-1A, effective on
February 25, 1994.
(6)(a) Distribution Agreement is incorporated by reference to
Exhibit (6) of Post-Effective Amendment No. 18 to the
Registration Statement on Form N-1A, effective on
February 25, 1994.
(6)(b) Forms of Service Agreement are incorporated by
reference to Exhibit 6(b) and (6)(c) of Post-Effective
Amendment Nos. 6 and 13, respectively, to the
Registration Statement on Form N-1A, filed on March
16, 1987 and January 30, 1991, respectively.
(8)(a) Amended and Restated Custody Agreement is incorporated
by reference to Exhibit 8(a) of Post-Effective
Amendment No. 13 to the Registration Statement on Form
N-1A, filed on January 30, 1991.
(8)(b) Forms of Sub-Custodian Agreements are incorporated by
reference to Exhibit 8(b) of Post-Effective Amendment
No. 18 to the Registration Statement on Form N-1A,
effective on February 25, 1994.
(9)(a) Shareholders Services Plan (Class A).
(9)(b) Shareholders 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) Distribution Plan (Class B).
(16) Schedules of Computation of Performance Data.
(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 January 30,
1991.
(b) Certificate of Secretary is incorporated by
reference to Other Exhibits (b) of Post-
Effective Amendment No. 18 to the
Registration Statement on Form N-1A,
effective on February 25, 1991.
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 13, 1995
______________ ______________________________
Common Stock
(Par value $.01) 3,335
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.
18 to the Registration Statement on Form N-1A, effective on
February 25, 1991.
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
Director investor
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 Dreyfus Acquisition Corporation*;
Board and Chief The Dreyfus Consumer Credit Corporation*;
Executive Officer 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 The Boston Company
Officer 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 Pennsylvania Economy League
Chief Financial Philadelphia, Pennsylvania;
Officer 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, Executive Officer:
Distribution 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, Dreyfus Thrift & Commerce****;
Operations and Director:
Administration 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, The Dreyfus Consumer Credit Corporation*;
Fund Legal and Dreyfus Management, Inc.*;
Compliance 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)
<TABLE>
<CAPTION>
Positions and
Name and principal Positions and offices with offices with
business address the Distributor Registrant
__________________ ___________________________ _____________
<S> <C> <C>
Marie E. Connolly Director, President and Chief President and
Operating Officer Treasurer
Joseph F. Tower, III Senior Vice President and Chief Assistant
Financial Officer Treasurer
John E. Pelletier Senior Vice President and General Vice President
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
</TABLE>
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.
<PAGE>
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 27th day of
January, 1995.
GENERAL MUNICIPAL 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.
<TABLE>
<CAPTION>
Signatures Title Date
------------ ------------- -------
<S> <C> <C>
/s/ Marie E. Connolly* President and Treasurer 1/27/95
Marie E. Connolly (Principal Executive and
Principal Accounting and
Financial Officer)
/s/ Clifford L. Alexander, Jr.* Director 1/27/95
Clifford L. Alexander, Jr.
/s/ Peggy C. Davis* Director 1/27/95
Peggy C. Davis
/s/ Joseph S. DiMartino* Director 1/27/95
Joseph S. DiMartino
/s/ Ernest Kafka* Director 1/27/95
Ernest Kafka
/s/ Saul B. Klaman* Director 1/27/95
Saul B. Klaman
/s/ Nathan Leventhal* Director 1/27/95
Nathan Leventhal
*BY:/s/ Eric B. Fischman
Eric B. Fischman,
as Attorney-in-fact
</TABLE>
<PAGE>
GENERAL MUNICIPAL MONEY MARKET FUND, INC.
Post-Effective Amendment No. 19 to
Registration Statement on Form N-1A under
the Securities Act of 1933 and
the Investment Company Act of 1940
--------------
EXHIBITS
--------------
<PAGE>
INDEX TO EXHIBITS
Page
(9)(a) Shareholder Services Plan (Class A) . . . . . . . .
(9)(b) Shareholder Services Plan (Class B) . . . . . . . .
(15) Distribution Plan (Class B) . . . . . . . . . . . .
<PAGE>
EXHIBIT 9(a)
GENERAL MUNICIPAL 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
<PAGE>
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 MUNICIPAL 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
<PAGE>
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)
GENERAL MUNICIPAL 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
<PAGE>
EXHIBIT A
The Plan and the payments to be made under the Plan
pertain only to Class B shares of the Fund.
