File No. 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. 33 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 33 [X]
(Check appropriate box or boxes.)
GENERAL MUNICIPAL MONEY MARKET FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)
c/o The Dreyfus Corporation
200 Park Avenue, New York, New York 10166
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 922-6000
Mark N. Jacobs, 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)
----
X on May 2, 1999 pursuant to paragraph (b)
----
60 days after filing pursuant to paragraph (a)(1)
----
on (DATE) pursuant to paragraph (a)(1)
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75 days after filing pursuant to paragraph (a)(2)
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on (DATE) pursuant to paragraph (a)(2) 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.
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<PAGE>
GENERAL MONEY MARKET FUNDS
o GENERAL MONEY MARKET FUND
o GENERAL MUNICIPAL MONEY MARKET FUND
Investing in high quality short-term securities
for current income, safety of principal and liquidity
PROSPECTUS MAY 1, 1999
CLASS X SHARES
As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved these securities or passed upon the adequacy of this
prospectus. Any representation to the contrary is a criminal offense.
<PAGE>
CONTENTS
The Funds
Introduction
General Money Market Fund
General Municipal Money Market Fund
Management
Financial Highlights
Your Investment
Account Policies
Distributions and Taxes
Services for Fund Investors
Instructions for Regular Accounts
Instructions for IRAs
For More Information
MORE INFORMATION ON EACH FUND CAN BE FOUND IN THE FUND'S CURRENT
ANNUAL/SEMIANNUAL REPORT. SEE BACK COVER.
<PAGE>
THE FUNDS
INTRODUCTION
Each Fund is a money market mutual fund with a separate investment portfolio and
operations and results which are unrelated to those of the other fund. This
combined prospectus has been prepared for your convenience so that you can
consider two investment choices in one document.
As a money market fund, each fund is subject to maturity, quality and
diversification requirements designed to help it maintain a stable share price.
Generally, each fund is required to invest at least 95% of its assets in the
securities of issuers with the highest credit rating or the unrelated equivalent
as determined by Dreyfus, with the remainder invested in securities with the
second-highest credit rating.
An investment in a fund is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency. Although each fund seeks
to preserve the value of your investment at $1.00 per share, it is possible to
lose money by investing in a fund.
CONCEPTS TO UNDERSTAND
MONEY MARKET FUND: a specific type of fund that seeks to maintain a $1.00 price
per share. Money market funds are subject to strict federal requirements and
must do the following:
o maintain an average dollar-weighted portfolio maturity of 90 days or less
o buy individual securities that have remaining maturities of 13 months or
less
o buy only high quality dollar-denominated obligations
CREDIT RATING: a measure of the issuer's expected ability to make all required
interest and principal payments in a timely manner. An issuer with the highest
credit rating has a very strong degree of certainty (or safety) with respect to
making all payments. An issuer with the second- highest credit rating has a
strong capacity to make all payments, but the degree of safety is somewhat less.
<PAGE>
GENERAL MONEY MARKET FUND
Ticker Symbol: n/a
GOAL/APPROACH
The fund seeks as high a level of current income as is consistent with the
preservation of capital. To pursue this goal, the fund invests in a diversified
portfolio of high quality, short-term debt securities, including the following:
o securities issued or guaranteed by the U.S. Government or its agencies or
instrumentalities
o certificates of deposit, time deposits, bankers' acceptances and other
short-term securities issued by domestic or foreign banks or their
subsidiaries or branches
o repurchase agreements
o asset-backed securities
o domestic and dollar-denominated foreign commercial paper, and other
short-term corporate obligations, including those with floating or variable
rates of interest
o dollar-denominated obligations issued or guaranteed by one or more foreign
governments or any of their political subdivisions or agencies
Normally, the fund invests at least 25% of its net assets in domestic or
dollar-denominated foreign bank obligations.
MAIN RISKS
The fund's yield will vary as the short-term securities in its portfolio mature
and the proceeds are reinvested in securities with different interest rates.
While the fund has maintained a constant share price since inception, and will
continue to try to do so, the following factors could reduce the fund's income
level and/or share price:
o interest rates could rise sharply, causing the fund's share price to drop
o any of the fund's holdings could have its credit rating downgraded or could
default
o the risks generally associated with concentrating investments in the
banking industry, such as interest rate risk, credit risk and regulatory
developments relating to the banking industry
o the risks generally associated with dollar-denominated foreign investments,
such as economic and political developments, seizure or nationalization of
deposits, imposition of taxes or other restrictions on the payment of
principal and interest
<PAGE>
PAST PERFORMANCE
The tables below show some of the risks of investing in the fund. The first
table shows the changes in the fund's Class A performance from year to year. The
second table averages the fund's Class A performance over time. Both tables
assume reinvestment of dividends and distributions. Class A shares are not
offered in this prospectus; however, except to the extent Class A and Class X
have different expenses and Class X may be subject to a CDSC, Class X should
have similar annual returns to Class A since each invest in the same portfolio
of securities. As with all mutual funds, the past is not a prediction of the
future.
YEAR-BY-YEAR TOTAL RETURN AS OF 12/31 EACH YEAR (%)
8.84 7.71 5.84 3.39 2.58 3.51 5.44 4.83 4.99 4.93
89 90 91 92 93 94 95 96 97 98
Best Quarter Q2 '89 +2.28%
Worst Quarter Q3 '93 +0.63%
The fund's 7-day yield on 12/31/98 was 4.42%. For the fund's current yield, call
toll free 1-800-645-6561
AVERAGE ANNUAL TOTAL RETURN AS OF 12/31/98
1 Year 5 Years 10 Years
4.93% 4.74% 5.19%
[SIDE BAR]
WHAT THIS FUND IS - AND ISN'T
This fund is a mutual fund: a pooled investment that is professionally managed
and gives you the opportunity to participate in financial markets. It strives to
reach its stated goal, although as with all mutual funds, it cannot offer
guaranteed results.
An investment in this fund is not a bank deposit. It is not insured or
guaranteed by the FDIC or any other government agency. It is not a complete
investment program. You could lose money in this fund, but you also have the
potential to make money.
-------------------------------
EXPENSES
As an investor, you pay certain fees and expenses in connection with the fund,
which are described in the table below.
FEE TABLE
SHAREHOLDER TRANSACTIONS FEES (FEE PAID FROM YOUR ACCOUNT)
Maximum deferred sales charge (CDSC) 4.00%
AS A % OF THE PURCHASE OR SALE PRICE, WHICHEVER IS LESS
ANNUAL FUND OPERATING EXPENSES (EXPENSES PAID FROM FUND ASSETS) % OF AVERAGE
DAILY NET ASSETS
Management fees 0.50%
12b-1 fee 0.25%
Shareholder services fee 0.25%
Other expenses 0.10%
Total 1.10%
Expense example
1 Year 3 Years
WITH REDEMPTION $512 $650
WITHOUT REDEMPTION $112 $350
This example shows what you could pay in expenses over time. It uses the same
hypothetical conditions other funds use in their prospectuses: $10,000 initial
investment, 5% total return each year and no changes in expenses. Because actual
return and expenses will be different, the example is for comparison only.
[SIDE BAR]
CONCEPTS TO UNDERSTAND
MANAGEMENT FEE: the fee paid to the investment adviser for managing the fund's
portfolio and assisting in all aspects of the fund's operations.
12B-1 FEE: the fee paid to the fund's distributor to finance the sale of Class X
shares. Because this fee is paid out of the fund's assets on an ongoing basis,
over time it will increase the cost of your investment and may cost you more
than paying other types of sales charges.
SHAREHOLDER SERVICES FEE: the fee paid to the fund's distributor for providing
shareholder services.
OTHER EXPENSES: estimated fees to be paid by the fund for miscellaneous items
such as transfer agency, custody, professional and registration fees.
-------------------------------
<PAGE>
GENERAL MUNICIPAL MONEY MARKET FUND
Ticker Symbol: n/a
GOAL/APPROACH
The fund seeks to maximize current income exempt from federal personal income
tax, as is consistent with the preservation of capital and the maintenance of
liquidity.
To pursue this goal, the fund normally invests substantially all net assets in
municipal obligations, the interest from which is exempt from federal personal
income tax. When the fund manager believes that acceptable municipal obligations
are unavailable for investment, the fund may invest temporarily in high quality,
taxable money market instruments. Municipal obligations are typically divided
into two types:
o general obligation bonds, which are secured by the full faith and credit of
the issuer and its taxing power
o revenue bonds, which are payable from the revenues derived from a specific
revenue source, such as charges for water and sewer service or highway
tolls
MAIN RISKS
The fund's yield will vary as the short-term securities in its portfolio mature
and the proceeds are reinvested in securities with different interest rates.
While the fund has maintained a constant share price since inception, and will
continue to try to do so, the following factors could reduce the fund's income
level and/or share price:
o interest rates could rise sharply, causing the fund's share price to drop
o any of the fund's holdings could have its credit rating downgraded or could
default
Although the fund's objective is to generate income exempt from federal income
taxes, interest from some of its holdings may be subject to the alternative
minimum tax. In addition, the fund occasionally may invest in taxable money
market instruments.
<PAGE>
PAST PERFORMANCE
The tables below show some of the risks of investing in the fund. The first
table shows the changes in the fund's Class A performance from year to year. The
second table averages the fund's Class A performance over time. Both tables
assume reinvestment of dividends and distributions. Class A shares are not
offered in this prospectus; however, except to the extent Class A and Class X
have different expenses and Class X may be subject to a CDSC, Class X should
have similar annual returns to Class A since each invest in the same portfolio
of securities. As with all mutual funds, the past is not a prediction of the
future.
YEAR BY YEAR TOTAL RETURN AS OF 12/31 EACH YEAR (%)
5.91 5.53 4.19 2.62 2.05 2.40 3.42 2.93 3.15 2.98
89 90 91 92 93 94 95 96 97 98
Best Quarter Q2 '89 +1.56%
Worst Quarter Q1 '94 +0.46%
The fund's 7-day yield on 12/31/98 was 3.25%. For the fund's current yield, call
toll free 1-800-645-6561
AVERAGE ANNUAL TOTAL RETURN AS OF 12/31/98
1 Year 5 Years 10 Years
2.98% 2.97% 3.51%
[SIDE BAR]
WHAT THIS FUND IS - AND ISN'T
This fund is a mutual fund: a pooled investment that is professionally managed
and gives you the opportunity to participate in financial markets. It strives to
reach its stated goal, although as with all mutual funds, it cannot offer
guaranteed results.
An investment in this fund is not a bank deposit. It is not insured or
guaranteed by the FDIC or any other government agency. It is not a complete
investment program. You could lose money in this fund, but you also have the
potential to make money.
-------------------------------
<PAGE>
EXPENSES
As an investor, you pay certain fees and expenses in connection with the fund,
which are described in the table below.
FEE TABLE
SHAREHOLDER TRANSACTIONS FEES (FEE PAID FROM YOUR ACCOUNT)
Maximum deferred sales charge (CDSC) 4.00%
AS A % OF THE PURCHASE OR SALE PRICE, WHICHEVER IS LESS
ANNUAL FUND OPERATING EXPENSES (EXPENSES PAID FROM FUND ASSETS) % OF AVERAGE
DAILY NET ASSETS
Management fees 0.50%
12b-1 fee 0.25%
Shareholder services fee 0.25%
Other expenses 0.10%
Total 1.10%
Expense example
1 Year 3 Years
WITH REDEMPTION $512 $650
WITHOUT REDEMPTION $112 $350
This example shows what you could pay in expenses over time. It uses the same
hypothetical conditions other funds use in their prospectuses: $10,000 initial
investment, 5% total return each year and no changes in expenses. Because actual
return and expenses will be different, the example is for comparison only.
[SIDE BAR]
CONCEPTS TO UNDERSTAND
MANAGEMENT FEE: the fee paid to the investment adviser for managing the fund's
portfolio and assisting in all aspects of the fund's operations.
12B-1 FEE: the fee paid to the fund's distributor to finance the sale of Class X
shares. Because this fee is paid out of the fund's assets on an ongoing basis,
over time it will increase the cost of your investment and may cost you more
than paying other types of sales charges.
SHAREHOLDER SERVICES FEE: the fee paid to the fund's distributor for providing
shareholder services.
OTHER EXPENSES: estimated fees to be paid by the fund for miscellaneous items
such as transfer agency, custody, professional and registration fees.
-------------------------------
<PAGE>
MANAGEMENT
The investment adviser for each fund is The Dreyfus Corporation, 200 Park
Avenue, New York, New York 10166. Founded in 1947, Dreyfus manages one of the
nation's leading mutual fund complexes, with more than $120 billion in more than
160 mutual fund portfolios. For the past fiscal year, each fund paid Dreyfus an
investment advisory fee at the annual rate of 0.50% of the fund's average daily
net assets. Dreyfus is the primary mutual fund business of Mellon Bank
Corporation, a broad-based financial services company with a bank at its core.
With more than $389 billion of assets under management and $1.9 trillion of
assets under administration and custody, Mellon provides a full range of
banking, investment and trust products and services to individuals, businesses
and institutions. Its mutual fund companies place Mellon as the leading bank
manager of mutual funds. Mellon is headquartered in Pittsburgh, Pennsylvania.
The Dreyfus asset management philosophy is based on the belief that discipline
and consistency are important to investment success. For each fund, Dreyfus
seeks to establish clear guidelines for portfolio management and to be
systematic in making decisions. This approach is designed to provide each fund
with a distinct, stable identity.
Dreyfus has a personal securities trading policy (the "Policy") which restricts
the personal securities transactions of its employees. Its primary purpose is to
ensure that personal trading by Dreyfus employees does not disadvantage any
Dreyfus-managed fund. Dreyfus portfolio managers and other investment personnel
who comply with the Policy's preclearance and disclosure procedures may be
permitted to purchase, sell or hold certain types of securities which also may
be or are held in the fund(s) they advise.
[SIDE BAR]
CONCEPTS TO UNDERSTAND
YEAR 2000 ISSUES: each fund could be adversely affected if the computer systems
used by Dreyfus and the fund's other service providers do not properly process
and calculate date-related information from and after January 1, 2000.
Dreyfus is working to avoid year 2000-related problems in its systems and to
obtain assurances from other service providers that they are taking similar
steps. In addition, issuers of securities in which a fund invests may be
adversely affected by year 2000-related problems. This could have an impact on
the value of the fund's investments and its share price.
-------------------------------
<PAGE>
FINANCIAL HIGHLIGHTS
The following tables describe the performance of each fund's Class A shares for
the fiscal periods indicated. "Total return" shows how much your investment in
the fund would have increased (or decreased) during each period, assuming you
had reinvested all dividends and distributions. These figures have been
independently audited by Ernst & Young LLP, whose report, along with the fund's
financial statements, is included in the annual report. No financial information
is provided for Class X shares which had not been offered as of the date of the
financial statements. The 12b-1 distribution fee and shareholder services fee
paid by Class X will cause such shares to have a higher expense ratio, to pay
lower dividends, and to have a lower total investment return than Class A
shares.
<TABLE>
<CAPTION>
YEAR ENDED TEN MONTHS ENDED
NOVEMBER 30, NOVEMBER 30, YEAR ENDED JANUARY 31,
- ------------------------------------------------------------------------------------------------------------------------------------
GENERAL MONEY MARKET FUND 1998 1997(1) 1997 1996 1995 1994
- ------------------------------------------------------------------------------------------------------------------------------------
PER-SHARE DATA ($)
Net asset value, beginning of
<S> <C> <C> <C> <C> <C> <C>
period 1.00 1.00 1.00 1.00 1.00 1.00
Investment operations:
Investment income - net .049 .041 .047 .053 .037 .025
Distributions: Dividends from
investment income - net (.049) (.041) (.047) (.053) (.037) (.025)
Net asset value, end of period 1.00 1.00 1.00 1.00 1.00 1.00
Total return (%) 4.98 4.99(2) 4.81 5.42 3.75 2.56
RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average net
assets (%) .77 .88(2) .84 .86 .94 .94
Ratio of net investment income
to average net assets (%) 4.88 4.89(2) 4.71 5.28 3.68 2.53
Decrease reflected in above - - - .01 .04 .02
expense ratios due to actions by
Dreyfus (%)
Net assets, end of period
($ x 1,000) 835,706 903,313 764,119 654,581 572,116 616,072
- --------------------
1 The fund changed its fiscal year end from January 31 to November 30.
2 Annualized.
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED NOVEMBER 30,
GENERAL MUNICIPAL MONEY MARKET FUND 1998 1997 1996 1995 1994
- ------------------------------------------------------------------------------------------------------------------------------------
PER-SHARE DATA ($)
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period 1.00 1.00 1.00 1.00 1.00
Investment operations:
Investment income - net .030 .031 .029 .034 .023
Distributions:
Dividends from investment income - net (.030) (.031) (.029) (.034) (.023)
Net asset value, end of period 1.00 1.00 1.00 1.00 1.00
Total return (%) 3.02 3.14 2.97 3.41 2.27
RATIO/SUPPLEMENTAL DATA
Ratio of expenses to average net assets (%) .60 .62 .66 .66 .64
Ratio of net investment income to average net
assets (%) 2.98 3.09 2.93 3.35 2.22
Net assets, end of period ($ x 1,000) 280,398 273,058 256,862 294,379 294,711
</TABLE>
<PAGE>
YOUR INVESTMENT
ACCOUNT POLICIES
General Funds are designed primarily for people who are investing through a
third party such as a bank, broker-dealer through a third party such as a bank,
broker-dealer or financial adviser. Third parties with whom you open a fund
account may impose policies, limitations, and fees which are different than
those described here.
YOU MAY BUY CLASS X SHARES ONLY if you establish an Auto-Exchange Account
pursuant to which the Class X shares purchased will be exchanged for Class B
shares of up to five Dreyfus Premier funds within two years of your initial
purchase of Class X shares. Subsequent purchases of Class X shares of a fund
must be exchanged for Class B shares within two years of your initial purchase.
Class X shares and Class B shares of the Dreyfus Premier funds are subject to a
contingent deferred sales charge (CDSC), which is assessed only if you sell your
shares within six years of purchase. Under certain circumstances, you may not
have to pay a CDSC when you sell shares. Consult your financial representative
or the SAI to see if a CDSC waiver may apply to you. The following table sets
forth the rates of the CDSC for Class X shares and Class B shares of the Dreyfus
Premier funds for which Class X shares may be automatically exchanged.
<PAGE>
- --------------------------------------------------------------------------------
CDSC - CHARGED WHEN YOU SELL SHARES
Time since you bought the Contingent deferred sales charge as a % of
shares you are selling your initial investment or your redemption
proceeds (whichever is less)
- --------------------------------------------------------------------------------
Up to 2 year 4.00%
2-4 years 3.00%
4-5 years 2.00%
5-6 years 1.00%
More than 6 years Shares will automatically convert to
Class A of the selected Dreyfus Premier
fund
Class X shares also carry an annual Rule 12b-1 fee of 0.25% of the Class's
average daily net assets. The Class B shares of the Dreyfus Premier funds you
receive in exchange for your fund Class X shares will convert to Class A shares
of the Dreyfus Premier fund approximately six years after the date you purchased
the exchanged Class X shares. Upon conversion to Class A shares, Class B shares
of the Dreyfus Premier funds will not be subject to a CDSC. Class A shares of
the Dreyfus Premier funds are not subject to a 12b-1 fee. Class A shares of the
Dreyfus Premier funds are subject to an annual shareholder services fee of 0.25%
paid to the distributor for providing shareholder services.
You should invest in Class X shares of a fund only as part of a long-term
investment in the Dreyfus Family of Funds. If you are seeking only to invest in
a money market fund and do not expect to exchange fund shares for Class B shares
of a Dreyfus Premier fund, you should consider more suitable investments,
including another class of the fund's shares or other money market funds offered
by Dreyfus. Consult your financial representative for more details.
<PAGE>
BUYING SHARES
Your price for fund shares is the fund's net asset value (NAV), which is
generally calculated twice a day, at 5 p.m. and 8 p.m. Eastern time for the
taxable money market fund and three times a day, at 12 noon, 2 p.m. and 8 p.m.
Eastern time for the municipal money market fund, every day the New York Stock
Exchange or the fund's transfer agent is open. Your order will be priced at the
next NAV calculated after your order is accepted by the fund's transfer agent or
other authorized entity. Each fund's investments are valued based on amortized
cost.
If your payments are received in or converted into Federal Funds by 12 noon for
the taxable money market fund or by 4 p.m. for the municipal money market fund,
you will receive the dividend declared that day. If your payments are received
in or converted into Federal Funds after 12 noon for the taxable money market
fund or after 4 p.m. for the municipal money market fund, you will begin to
accrue dividends on the following business day. Qualified institutions may
telephone orders to buy shares. If such an order is made by 5 p.m. for the
taxable money market fund or by 2 p.m. for the municipal money market fund, and
Federal Funds are received by 6 p.m. or 4 p.m., respectively, the shares will be
purchased at the next NAV determined after the telephone order is accepted, and
will receive the dividend declared that day. If such an order is made after 5
p.m. for the taxable money market fund or after 2 p.m. for the municipal money
market fund, but by 8 p.m., and Federal Funds are received by 11 a.m. the next
business day the shares will be purchased at the NAV determined at 8 p.m. and
will begin to accrue dividends on the next business day. All times are Eastern
time.
Because the municipal money market fund seeks tax-exempt income, it is not
recommended for purchase in IRAs or other qualified plans.
Minimum investments
Initial Additional
Regular accounts $2,500 $100
Traditional IRAs $750 no minimum
Spousal IRAs $750 no minimum
Roth IRAs $750 no minimum
Education IRAs $500 no minimum
AFTER THE FIRST YEAR
All investments must be in U.S. dollars. Third party checks cannot be accepted.
You may be charged a fee for any check that does not clear.
<PAGE>
SELLING SHARES
You may sell (redeem) shares at any time through your financial representative,
or you can contact the fund directly. Your shares will be sold at the next NAV
calculated after your order is accepted by the fund's transfer agent or other
authorized entity. Any certificates representing fund shares being sold must be
returned with your redemption request. Your order will be processed promptly and
you will generally receive the proceeds within a week.
TO KEEP YOUR CDSC AS LOW AS POSSIBLE, each time you request to sell shares we
will first sell shares that are subject to the lowest charge. The CDSC is based
on the lesser of the original purchase cost or the current market value of the
shares being sold.
Before selling recently purchased shares, please note that if the fund has not
yet collected payment for the shares you are selling, it may delay sending the
proceeds for up to eight business days or until it has collected payment.
LIMITATIONS ON SELLING SHARES BY PHONE
Proceeds
sent by Minimum Maximum
Check no minimum $150,000 PER DAY
Wire $1,000 $250,000 FOR JOINT ACCOUNTS
EVERY 30 DAYS
WRITTEN SELL ORDERS
Some circumstances require written sell orders along with signature guarantees.
These include:
o amounts of $1,000 or more on accounts whose address has been changed within
the last 30 days
o requests to send the proceeds to a different payee or address
Written sell orders of $100,000 or more must also be signature guaranteed.
A SIGNATURE GUARANTEE helps protect against fraud. You can obtain one from most
banks or securities, but not from a notary public. For joint accounts, each
signature must be guaranteed. Please call us to ensure that your signature
guarantee will be processed correctly.
<PAGE>
GENERAL POLICIES
If your account falls below $500, the fund may ask you to increase your balance.
If it is still below $500 after 45 days, the fund may close your account and
send you the proceeds.
Unless you decline telephone privileges on your application, you may be
responsible for any fraudulent telephone order as long as Dreyfus takes
reasonable measures to verify the order.
Each fund reserves the right to:
o refuse any purchase or exchange request that could adversely affect the
fund or its operations, including those from any individual or group who,
in the fund's view, is likely to engage in excessive trading (usually
defined as more than four exchanges out of the fund within a calendar year)
o refuse any purchase or exchange request in excess of 1% of the fund's total
assets
o change or discontinue its exchange privilege, or temporarily suspend this
privilege during unusual market conditions
o change its minimum investment amounts
o delay sending out redemption proceeds for up to seven days (generally
applies only in cases of very large redemptions, excessive trading or
during unusual market conditions)
Each fund also reserves the right to make a "redemption in kind" - payment in
portfolio securities rather than cash - if the amount you are redeeming is large
enough to affect fund operations (for example, if it represents more than 1% of
the fund's assets).
<PAGE>
DISTRIBUTIONS AND TAXES
Each fund usually pays its shareholders dividends from its net investment income
once a month, and distributes any net realized securities gains once a year. You
may choose to receive your dividends and distributions in cash or automatically
reinvest them in shares of one of your designated Dreyfus Premier funds through
Dreyfus Dividend Sweep. There are no fees or sales charges on reinvestments.
Dividends and distributions paid by the taxable money market fund are taxable to
U.S. shareholders as ordinary income (unless your investment is in an IRA or
other tax-advantaged account).
The municipal money market fund anticipates that, under normal market
conditions, virtually all of its income dividends will be exempt from federal
personal income taxes. However, any dividends and distributions from taxable
investments are taxable as ordinary income.
The tax status of any distribution is the same regardless of how long you have
been in the fund and whether you reinvest your distributions or take them in
cash.
Because everyone's tax situation is unique, always consult your tax professional
about federal, state and local tax consequences.
CONCEPTS TO UNDERSTAND
DIVIDENDS AND DISTRIBUTIONS: income or interest paid by the fund's portfolio
investments and passed on to fund shareholders. These are calculated on a per
share basis: each share earns the same rate of return, so the more fund shares
you own, the higher your distribution.
SECURITIES GAINS: distributions derived from the profits the fund earns when it
sells securities for a higher price than it paid for them.
<PAGE>
SERVICES FOR FUND INVESTORS
The third party through whom you purchase fund shares may impose different
restrictions on the services and privileges offered by the fund, or may not make
them available at all. Consult your financial representative for more
information on the availability of these services and privileges.
EXCHANGE PRIVILEGE
You can exchange Class X shares worth $500 or more from one fund into Class B
shares of a Dreyfus Premier fund (no minimum for retirement accounts). Class B
shares of a Dreyfus Premier fund may not be exchanged for Class X shares of a
fund. You can request your exchange by contacting your financial representative.
Be sure to read the current prospectus for any fund into which you are
exchanging. Any new account established through an exchange will have the same
privileges as your original account (as long as they are available). There is
currently no fee for exchanges.
DREYFUS AUTO-EXCHANGE PRIVILEGE
To invest in Class X shares of a fund, you will be required to participate in
the Dreyfus Auto-Exchange Privilege. As a participant, you will have to
establish the time and amount of your automatic exchanges such that all of the
Class X shares purchased will have been exchanged for Class B shares of a
Dreyfus Premier fund within two years of your initial purchase. You can select
as many as five Dreyfus Premier funds to exchange for your Class X shares. You
can change the time or amount of your automatic exchanges by contacting your
financial representative.
CDSC UNDER EXCHANGE AND AUTO-EXCHANGE PRIVILEGES
Shares will be exchanged pursuant to the Exchange privilege or Auto-Exchange
privilege at the then-current NAV. No CDSC will be imposed at the time of the
exchange; however, shares acquired through an exchange will be subject to the
higher CDSC applicable to the exchanged or acquired shares. For purposes of
computing any applicable CDSC, the length of time you have owned your shares
will be measured from the date of original purchase and will not be affected by
the exchange.
REINVESTMENT PRIVILEGE
Upon written request you can reinvest up to the number of Class X shares you
sold within 45 days of selling them at the current share price. If you paid a
CDSC, it will be credited back to your account. This privilege may be used only
once.
DREYFUS DIVIDEND SWEEP
You can automatically reinvest your dividends and distributions from the fund
into one or more of the Dreyfus Premier funds you have selected (not available
for IRAs). You can set up this service with your application, or by calling your
financial representative or 1-800-645-6561.
24-HOUR AUTOMATED ACCOUNT ACCESS
You can easily manage your Dreyfus accounts, check your account balances,
transfer money between your Dreyfus funds, get price and yield, information and
much more -- when it's convenient for you.
ACCOUNT STATEMENTS
Every fund investor automatically receives regular account statements. You will
also be sent a yearly statement detailing the tax characteristics of any
dividends and distributions you have received.
<PAGE>
INSTRUCTIONS FOR REGULAR ACCOUNTS
TO OPEN AN ACCOUNT
In Writing
Complete the application.
Mail your application and a check to:
Name of Fund
P.O. Box 6587,
Providence, RI 02940-6587
Attn: Institutional Processing
By Telephone
WIRE Have your bank send your investment to The Bank of New York, with these
instructions:
o ABA# 021000018
o fund name
o General Money Market Fund
DDA# 8900051956
o General Municipal Money Market Fund
DDA #8900052376
o the share class
o your Social Security or tax ID number
o name(s) of Investor(s)
o dealer number if applicable
Call us to obtain an account number.
Return your application with the account number on the application.
Automatically
- --- ---
<PAGE>
TO ADD TO AN ACCOUNT
In Writing
Fill out an investment slip, and write your account number on your check.
Mail the slip and the check to:
Name of Fund
P.O. Box 6587,
Providence, RI 02940-6587
Attn: Institutional Processing
By Telephone
WIRE Have your bank send your investment to The Bank of New York, with these
instructions:
o ABA# 021000018
o fund name
o General Money Market Fund
DDA# 8900051956
o General Municipal Money Market Fund
DDA #8900052376
o the share class
o your account number
o name(s) of investor(s)
o dealer number if applicable
ELECTRONIC CHECK Same as wire but insert "1111" before your account number.
Automatically
- --- ---
TO SELL SHARES
In Writing
Write a letter of instruction that includes:
o your name(s) and signature(s)
o your account number
o the fund name
o the dollar amount you want to sell
o how and where to send the proceeds
Obtain a signature guarantee or other documentation, if required (see page 10).
Mail your request to:
The Dreyfus Family of Funds
P.O. Box 6587,
Providence, RI 02940-6587
Attn: Institutional Processing
By Telephone
WIRE Call us or your financial representative to request your transaction. Be
sure the fund has your bank account information on file. Proceeds will be wired
to your bank.
CHECK Call us or your financial representative to request your transaction. A
check will be sent to the address of record.
Automatically
- --- ---
<PAGE>
INSTRUCTIONS FOR IRAS
The municipal money market fund is not recommended for IRAs.
TO OPEN AN ACCOUNT
In Writing
Complete an IRA application, making sure to specify the fund name and to
indicate the year the contribution is for.
Mail your application and a check to:
The Dreyfus Trust Company, Custodian
P.O. Box 6427,
Providence, RI 02940-6427
Attn: Institutional Processing
By Telephone
- --- ---
Automatically
- --- ---
TO ADD TO AN ACCOUNT
In Writing
Fill out an investment slip, and write your account number on your check.
Indicate the year the contribution is for. Mail in the slip and the check to:
The Dreyfus Trust Company
P.O. Box 6427,
Providence, RI 02940-6427
Attn: Institutional Processing
By Telephone
WIRE Have your bank send your investment to The Bank of New York, with these
instructions.
o ABA# 021000018
o fund name
o General Money Market Fund
DDA# 8900051956
o the share class
o your account number
o name of investor
o the contribution year
o dealer number if applicable
ELECTRONIC CHECK Same as wire, but insert "1111" before your account number.
Automatically
- --- ---
TO SELL SHARES
In Writing
Write a letter of instruction that includes: 1 your name and signature 1 your
account number and fund name 1 the dollar amount you want to sell 1 how and
where to send the proceeds 1 whether the distribution is qualified or premature
1 whether the 10% TEFRA should be withheld
Obtain signature guarantee or other documentation, if required (see page 10).
Mail in your request to:
The Dreyfus Trust Company
P.O. Box 6427,
Providence, RI 02940-6427
Attn: Institutional Processing
By Telephone
- --- ---
Automatically
- --- ---
FOR MORE INFORMATION
GENERAL MONEY MARKET FUND
SEC file number: 811-3207
GENERAL MUNICIPAL MONEY MARKET FUND
SEC file number: 811-3481
More information on each fund is available free upon request, including the
following:
Annual/Semiannual Report
Describes the fund's performance, and lists portfolio holdings.
Statement of Additional Information (SAI)
Provides more details about each fund and its policies. A current SAI is on file
with the Securities and Exchange Commission (SEC) and is incorporated by
reference (is legally considered part of this prospectus).
To obtain information:
BY TELEPHONE
Call your financial representative or 1-800-645-6561.
BY MAIL Write to:
The Dreyfus Family of Funds
144 Glenn Curtiss Boulevard
Uniondale, NY 11556-0144
ON THE INTERNET Text-only versions of fund documents can be viewed online or
downloaded from: http//www.sec.gov
You can also obtain copies by visiting the SEC's Public Reference Room in
Washington, D.C. (phone 1-800-SEC-0330) or by sending your request and a
duplicating fee to the SEC's Public Reference Section, Washington, D.C.
20549-6009.
(C) 1999 Dreyfus Service Corporation
<PAGE>
GENERAL MONEY MARKET FUND, INC.
GENERAL MUNICIPAL MONEY MARKET FUND
STATEMENT OF ADDITIONAL INFORMATION
MAY 1, 1999
CLASS X SHARES
This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current combined
Prospectus for Class X shares of General Money Market Fund, Inc. (the "Money
Fund") and General Municipal Money Market Fund (the "National Municipal Fund")
(each, a "Fund" and collectively, the "Funds"), dated May 1, 1999, as it may be
revised from time to time. To obtain a copy of the Prospectus for Class X shares
of a Fund, please write to a Fund at 144 Glenn Curtiss Boulevard, Uniondale, New
York 11556-0144, or call one of the following numbers:
Call Toll Free 1-800-645-6561
In New York City -- Call 1-718-895-1396
Outside the U.S. -- Call 516-794-5452
The most recent Annual and Semi-Annual Report to Shareholders of each Fund
are separate documents supplied with this Statement of Additional Information,
and the financial statements, accompanying notes and reports of independent
auditors appearing in the Annual Report are incorporated by reference into this
Statement of Additional Information. When requesting a copy of this Statement of
Additional Information, you will receive the report(s) for the Fund(s) in which
you are a shareholder.
EACH FUND IS A SEPARATE INVESTMENT PORTFOLIO WITH OPERATIONS AND RESULTS
THAT ARE UNRELATED TO THOSE OF THE OTHER FUND. THIS COMBINED STATEMENT OF
ADDITIONAL INFORMATION HAS BEEN PROVIDED FOR YOUR CONVENIENCE TO PROVIDE YOU
WITH THE OPPORTUNITY TO CONSIDER TWO INVESTMENT CHOICES IN ONE DOCUMENT.
<PAGE>
TABLE OF CONTENTS
PAGE
Description of the Funds..................................................B-3
Management of the Funds...................................................B-17
Management Arrangements...................................................B-22
How to Buy Shares.........................................................B-25
Distribution Plan.........................................................B-27
Shareholder Services Plan.................................................B-28
How to Redeem Shares......................................................B-29
Shareholder Services......................................................B-32
Determination of Net Asset Value..........................................B-35
Dividends, Distributions and Taxes........................................B-36
Yield Information.........................................................B-37
Portfolio Transactions....................................................B-38
Information About the Funds...............................................B-39
Counsel and Independent Auditors..........................................B-40
Appendix A................................................................B-41
Appendix B................................................................B-44
<PAGE>
DESCRIPTION OF THE FUNDS
Each Fund is a Maryland corporation formed on May 15, 1981, in the case of
the Money Fund, and April 8, 1982, in the case of the National Municipal Fund.
Each Fund is an open-end management investment company, known as a money market
mutual fund. Each Fund is a diversified fund, which means that, with respect to
75% of its total assets, the Fund will not invest more than 5% of its assets in
the securities of any single issuer.
The Dreyfus Corporation (the "Manager") serves as each Fund's investment
adviser.
Premier Mutual Fund Services, Inc. (the "Distributor") is the distributor
of each Fund's shares.
CERTAIN PORTFOLIO SECURITIES
The following information supplements and should be read in conjunction
with the Funds' Prospectus.
U.S. GOVERNMENT SECURITIES. (MONEY FUND) The Money Fund may invest in
securities issued or guaranteed by the U.S. Government or its agencies or
instrumentalities, which include U.S. Treasury securities that differ in their
interest rates, maturities and times of issuance. Some obligations issued or
guaranteed by U.S. Government agencies and instrumentalities are supported by
the full faith and credit of the U.S. Treasury; others by the right of the
issuer to borrow from the Treasury; others by discretionary authority of the
U.S. Government to purchase certain obligations of the agency or
instrumentality; and others 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 currently 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.
REPURCHASE AGREEMENTS. (MONEY FUND) The Money Fund may enter into
repurchase agreements. In a repurchase agreement, the Fund buys, and the seller
agrees to repurchase, a security at a mutually agreed upon time and price
(usually within seven days). The repurchase agreement thereby determines the
yield during the purchaser's holding period, while the seller's obligation to
repurchase is secured by the value of the underlying security. The Fund's
custodian or sub-custodian will have custody of, and will hold in a segregated
account, securities acquired by the Fund under a repurchase agreement.
Repurchase agreements are considered by the staff of the Securities and Exchange
Commission to be loans by the Fund entering into them. Repurchase agreements
could involve risks in the event of a default or insolvency of the other party
to the agreement, including possible delays or restrictions upon the Fund's
ability to dispose of the underlying securities. 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 $1
billion, or primary government securities dealers reporting to the Federal
Reserve Bank of New York, with respect to securities of the type in which the
Fund may invest, and will require that additional securities be deposited with
it if the value of the securities purchased should decrease below the resale
price.
BANK OBLIGATIONS. (MONEY FUND) The Money Fund may purchase certificates of
deposit, time deposits, bankers' acceptances and other short-term obligations
issued by domestic banks, foreign subsidiaries or foreign branches of domestic
banks, domestic and foreign branches of foreign banks, domestic savings and loan
associations and other banking institutions.
Certificates of deposit ("CDs") are negotiable certificates evidencing the
obligation of a bank to repay funds deposited with it for a specified period of
time.
Time deposits ("TDs") 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.
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 the drawer to pay the face amount of the
instrument upon maturity. The other short-term obligations may include
uninsured, direct obligations bearing fixed, floating or variable interest
rates.
As a result of Federal and state laws and regulations, domestic banks whose
CDs may be purchased by the Fund are, among other things, generally required to
maintain specified levels of reserves, and are subject to other supervision and
regulation designed to promote financial soundness. Domestic commercial banks
organized under Federal law are supervised and examined by the Comptroller of
the Currency and are required to be members of the Federal Reserve System and to
have their deposits insured by the Federal Deposit Insurance Corporation (the
"FDIC"). Domestic banks organized under state law are supervised and examined by
state banking authorities but are members of the Federal Reserve System only if
they elect to join. In addition, state banks whose CDs may be purchased by the
Money Fund are insured by the Bank Insurance Fund administered by the FDIC
(although such insurance may not be of material benefit to the Fund, depending
upon the principal amount of the CDs of each bank held by the Fund) and are
subject to Federal examination and to a substantial body of Federal law and
regulation. However, not all of such laws and regulations apply to the foreign
branches of domestic banks.
Obligations of foreign branches of domestic banks, foreign subsidiaries of
domestic banks and domestic and foreign branches of foreign banks may be general
obligations of the parent banks in addition to the issuing branch, or may be
limited by the terms of a specific obligation and governmental regulation. Such
obligations are subject to different risks than are those of domestic banks.
These risks include foreign economic and political developments, foreign
governmental restrictions that may adversely affect payment of principal and
interest on the obligations, foreign exchange controls and foreign withholding
and other taxes on interest income. These foreign branches and subsidiaries are
not necessarily subject to the same or similar regulatory requirements as apply
to domestic banks, such as mandatory reserve requirements, loan limitations, and
accounting, auditing and financial recordkeeping requirements. In addition, less
information may be publicly available about a foreign branch of a domestic bank
or about a foreign bank than about a domestic bank.
Obligations of United States branches of foreign banks may be general
obligations of the parent bank in addition to the issuing branch, or may be
limited by the terms of a specific obligation or by Federal and state regulation
as well as governmental action in the country in which the foreign bank has its
head office. A domestic branch of a foreign bank with assets in excess of $1
billion may be subject to reserve requirements imposed by the Federal Reserve
System or by the state in which the branch is located if the branch is licensed
in that state.
In addition, Federal branches licensed by the Comptroller of the Currency
and branches licensed by certain states ("State Branches") may be required to:
(1) pledge to the regulator, by depositing assets with a designated bank within
the state, a certain percentage of their assets as fixed from time to time by
the appropriate regulatory authority; and (2) maintain assets within the state
in an amount equal to a specified percentage of the aggregate amount of
liabilities of the foreign bank payable at or through all of its agencies or
branches within the state. The deposits of Federal or State Branches generally
must be insured by the FDIC if such branches take deposits of less than
$100,000.
In view of the foregoing factors associated with the purchase of CDs and
TDs issued by foreign branches of domestic banks, by foreign subsidiaries of
domestic banks, by foreign branches of foreign banks or by domestic branches of
foreign banks, the Manager carefully evaluates such investments on a
case-by-case basis.
The Fund may purchase CDs issued by banks, savings and loan associations
and similar thrift institutions with less than $1 billion in assets, the
deposits of which are insured by the FDIC, provided the Fund purchases any such
CD in a principal amount of no more than $100,000, which amount would be fully
insured by the Bank Insurance Fund or the Savings Association Insurance Fund
administered by the FDIC. Interest payments on such a CD are not insured by the
FDIC. The Fund will not own more than one such CD per such issuer.
COMMERCIAL PAPER. (MONEY FUND) The Money Fund may purchase commercial paper
consisting of short-term, unsecured promissory notes issued to finance
short-term credit needs. The commercial paper purchased by the Fund will consist
only of direct obligations issued by domestic and foreign entities. The other
corporate obligations in which the Fund may invest consist of high quality, U.S.
dollar denominated short-term bonds and notes (including variable amount master
demand notes) issued by domestic and foreign corporations, including banks.
FLOATING AND VARIABLE RATE OBLIGATIONS. (MONEY FUND) The Money Fund may
purchase floating and variable rate demand notes and bonds, which are
obligations ordinarily having stated maturities in excess of 13 months, but
which permit the holder to demand payment of principal at any time, or at
specified intervals not exceeding 13 months, in each case upon not more than 30
days' notice. Variable rate demand 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.
Because these obligations are direct lending arrangements between the lender and
borrower, it is not contemplated that such instruments generally will be traded,
and there generally is no established secondary market for these obligations,
although they are redeemable at face value, plus accrued interest. Accordingly,
where these obligations are not secured by letters of credit or other credit
support arrangements, the Fund's right to redeem is dependent on the ability of
the borrower to pay principal and interest on demand.
PARTICIPATION INTERESTS. (MONEY FUND) The Money Fund may purchase from
financial institutions participation interests in securities in which the Fund
may invest. A participation interest gives the Fund an undivided interest in the
security in the proportion that the Fund's participation interest bears to the
total principal amount of the security. These instruments may have fixed,
floating or variable rates of interest, with remaining maturities of 13 months
or less. If the participation interest is unrated, or has been given a rating
below that which is permissible for purchase by the Fund, the participation
interest will be backed by an irrevocable letter of credit or guarantee of a
bank, or the payment obligation otherwise will be collateralized by U.S.
Government securities, or, in the case of unrated participation interests, the
Manager must have determined that the instrument is of comparable quality to
those instruments in which the Fund may invest.
ASSET-BACKED SECURITIES. (MONEY FUND) The Money Fund may purchase
asset-backed securities, which are securities issued by special purpose entities
whose primary assets consist of a pool of mortgages, loans, receivables or other
assets. Payment of principal and interest may depend largely on the cash flows
generated by the assets backing the securities and, in certain cases, supported
by letters of credit, surety bonds or other forms of credit or liquidity
enhancements. The value of these asset-backed securities also may be affected by
the creditworthiness of the servicing agent for the pool of assets, the
originator of the loans or receivables or the financial institution providing
the credit support.
MUNICIPAL OBLIGATIONS. (NATIONAL MUNICIPAL FUND) The National Municipal
Fund will invest at least 80% of the value of its net assets (except when
maintaining a temporary defensive position) in 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, in the opinion of bond counsel to the
issuer, is 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.
For the purpose of diversification under the Investment Company Act of
1940, as amended (the "1940 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.
CERTAIN TAX EXEMPT OBLIGATIONS. (NATIONAL MUNICIPAL FUND) The National Municipal
Fund may purchase floating and variable rate demand notes and bonds, which 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. 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 amount
borrowed. Because these obligations are direct lending arrangements between the
lender and borrower, it is not contemplated that such instruments generally will
be traded, and there generally is no established secondary market for these
obligations, although they are redeemable at face value, plus accrued interest.
Accordingly, where these obligations are not secured by letters of credit or
other credit support arrangements, the Fund's right to redeem is dependent on
the ability of the borrower to pay principal and interest on demand. Each
obligation purchased by the Fund will meet the quality criteria established for
the purchase of Municipal Obligations.
TAX EXEMPT PARTICIPATION INTERESTS. (NATIONAL MUNICIPAL FUND) The National
Municipal 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, it will be backed by an irrevocable letter of credit or
guarantee of a bank that the Fund's Board has determined meets prescribed
quality standards for banks, 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.
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.
TENDER OPTION BONDS. (NATIONAL MUNICIPAL FUND) The National Municipal 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 Manager, on behalf of the Fund, will consider on an ongoing
basis the creditworthiness of the issuer of the underlying Municipal Obligation,
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 Obligation and for other reasons.
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 Fund's Board 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.
STAND-BY COMMITMENTS. (NATIONAL MUNICIPAL FUND) The National Municipal 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 its 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. Gains realized in connection with stand-by
commitments will be taxable.
RATINGS OF MUNICIPAL OBLIGATIONS. (NATIONAL MUNICIPAL FUND) The National
Municipal Fund may invest only in those Municipal Obligations which are rated in
one of the two highest rating categories for debt obligations by at least two
rating organizations (or one rating organization if the instrument was rated by
only one such organization) or, if unrated, are of comparable quality as
determined in accordance with procedures established by the Fund's Board.
The average distribution of investments (at value) in Municipal Obligations
(including notes) by ratings as of the fiscal year ended November 30, 1998,
computed on a monthly basis, was as follows:
<TABLE>
<CAPTION>
Moody's Investors Standard & Poor's Percentage of
Fitch IBCA, Inc. Service, Inc. Ratings Group Value
("Fitch") or ("Moody's") or ("S&P") National
Municipal
Fund
- ------------------------ --------------------------- ------------------------- -------------------------
<S> <C> <C> <C>
F1+/F1 VMIG1/MIG1, P1 SP1+/SP1, A1+/A1 93.5%
AAA/AA Aaa/Aa AAA/AA 1.5%
Not Rated Not Rated Not Rated 5.0 %
</TABLE>
- --------------
* Included in the not rated Category are securities which, while not rated,
have been determined by the manager to be of comparable quality to securities in
the vmig1/mig1 or sp-1+/sp-1 rating categories.
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 organaizations (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.
TAXABLE INVESTMENTS. (NATIONAL MUNICIPAL FUND) 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 National Municipal 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 not lower than P-2 by Moody's, A-2 by S&P or F-2 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. 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.
ILLIQUID SECURITIES. (ALL FUNDS) Each 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. These securities may include securities that are not readily
marketable, such as 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.
INVESTMENT TECHNIQUES
In addition to the principal investment strategies discussed in the Funds'
Prospectus, the Funds also may engage in the investment techniques described
below.
BORROWING MONEY. (ALL FUNDS) Each Fund may borrow money from banks for
temporary or emergency (not leveraging) purposes in an amount up to 15% of the
value of its total assets (including the amount borrowed) valued at 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 a Fund's
total assets, the Fund will not make any additional investments.
FORWARD COMMITMENTS. (NATIONAL MUNICIPAL FUND) The National Municipal Fund
may purchase Municipal Obligations and other securities on a forward commitment
or when-issued basis, which means that delivery and payment take place a number
of days after the date of the commitment to purchase. The payment obligation and
the interest rate receivable on a forward commitment or when-issued security are
fixed when the Fund enters into the commitment, but the Fund does not make
payment until it receives delivery from the counterparty. The Fund will commit
to purchase such securities 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. The Fund will segregate permissible liquid assets at
least equal at all times to the amount of the purchase commitment.
Municipal Obligations and other securities purchased on a forward
commitment or when- issued basis are subject to changes in value (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. Securities purchased on a forward commitment or when-issued
basis may expose the Fund to risks because they may experience such fluctuations
prior to their actual delivery. Purchasing securities 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. Purchasing securities on a forward commitment or 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.
INVESTMENT CONSIDERATIONS AND RISKS
BANK SECURITIES. (MONEY FUND) To the extent the Money Fund's investments
are concentrated in the banking industry, the Fund will have correspondingly
greater exposure to the risk factors which are characteristic of such
investments. Sustained increases in interest rates can adversely affect the
availability or liquidity and cost of capital funds for a bank's lending
activities, and a deterioration in general economic conditions could increase
the exposure to credit losses. In addition, the value of and the investment
return on the Fund's shares could be affected by economic or regulatory
developments in or related to the banking industry, which industry also is
subject to the effects of competition within the banking industry as well as
with other types of financial institutions. The Fund, however, will seek to
minimize its exposure to such risks by investing only in debt securities which
are determined to be of high quality.
FOREIGN SECURITIES. (MONEY FUND) Since the Money Fund's portfolio may
contain securities issued by foreign governments, or any of their political
subdivisions, agencies or instrumentalities, and by foreign subsidiaries and
foreign branches of domestic banks, domestic and foreign branches of foreign
banks, and commercial paper issued by foreign issuers, the Fund may be subject
to additional investment risks with respect to those securities that are
different in some respects from those incurred by a fund which invests only in
debt obligations of U.S. domestic issuers, although such obligations may be
higher yielding when compared to the securities of U.S. domestic issuers. Such
risks include possible future political and economic developments, seizure or
nationalization of foreign deposits, imposition of foreign withholding taxes on
interest income payable on the securities, establishment of exchange controls or
adoption of other foreign governmental restrictions which might adversely affect
the payment of principal and interest on these securities.
INVESTING IN MUNICIPAL OBLIGATIONS. (NATIONAL MUNICIPAL FUND) The National
Municipal 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.
Certain municipal lease/purchase obligations in which the National
Municipal 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 Manager 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 Internal Revenue Code of 1986, as amended (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.
SIMULTANEOUS INVESTMENTS. (ALL FUNDS) Investment decisions for each Fund
are made independently from those of other investment companies advised by the
Manager. If, however, such other investment companies desire to invest in, or
dispose of, the same securities as a Fund, available investments or
opportunities for sales will be allocated equitably to each investment company.
In some cases, this procedure may adversely affect the size of the position
obtained for or disposed of by the Fund or the price paid or received by the
Fund.
INVESTMENT RESTRICTIONS
MONEY FUND. The Money Fund's investment objective is a fundamental policy,
which cannot be changed without approval by the holders of a majority (as
defined in the 1940 Act) of the Fund's outstanding voting shares. In addition,
the Money Fund has adopted investment restrictions numbered 1 through 12 as
fundamental policies. Investment restriction number 13 is not a fundamental
policy and may be changed by vote of a majority of the Fund's Board members at
any time. The Money Fund may not:
1. Purchase common stocks, preferred stocks, warrants or other equity
securities, or purchase corporate bonds or debentures, state bonds, municipal
bonds or industrial revenue bonds (except through the purchase of debt
obligations referred to in the Fund's Prospectus and this Statement of
Additional Information).
2. Borrow money, except from banks for temporary or emergency (not
leveraging) purposes in an amount up to 15% of the value of the Fund's total
assets (including the amount borrowed) based on the lesser of cost or market,
less liabilities (not including the amount borrowed) at the time the borrowing
is made. While borrowings exceed 5% of the value of the Fund's total assets, the
Fund will not make any additional investments.
3. Pledge its assets, except in an amount up to 15% of the value of its
total assets but only to secure borrowings for temporary or emergency purposes.
4. Sell securities short.
5. Write or purchase put or call options.
6. Underwrite the securities of other issuers.
7. Purchase or sell real estate investment trust securities, commodities,
or oil and gas interests.
8. Make loans to others (except through the purchase of debt obligations
referred to in the Fund's Prospectus and this Statement of Additional
Information).
9. Invest more than 15% of its assets in the obligations of any one bank,
or invest more than 5% of its assets in the commercial paper of any one issuer.
Notwithstanding the foregoing, to the extent required by the rules of the
Securities and Exchange Commission, the Fund will not invest more than 5% of its
assets in the obligations of any one bank.
10. Invest less than 25% of its assets in securities issued by banks or
invest more than 25% of its assets in the securities of issuers in any other
industry, provided that there shall be no limitation on the purchase of
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities.
11. Invest in companies for the purpose of exercising control.
12. Invest in securities of other investment companies, except as they may
be acquired as part of a merger, consolidation or acquisition of assets.
13. Enter into repurchase agreements providing for settlement in more than
seven days after notice or purchase securities which are illiquid, if, in the
aggregate, more than 10% of the value of the Fund's net assets would be so
invested.
* * * * *
NATIONAL MUNICIPAL FUND. The National Municipal Fund's investment objective
is a fundamental policy, which cannot be changed without approval by the holders
of a majority (as defined in the 1940 Act) of the Fund's outstanding voting
shares. In addition, the National Municipal Fund has adopted investment
restrictions numbered 1 through 11 as fundamental policies. Investment
restriction number 12 is not a fundamental policy and may be changed by vote of
a majority of the Fund's Board members at any time. The National Municipal 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. 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.
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. 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.
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 1940 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.
* * * * *
NATIONAL MUNICIPAL FUND. For purposes of Investment Restriction No. 7 for
the Fund, 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.
ALL FUNDS. If a percentage restriction is adhered to at the time of
investment, a later increase or decrease in percentage resulting from a change
in values or assets will not constitute a violation of such restriction.
MANAGEMENT OF THE FUNDS
Each Fund's Board is responsible for the management and supervision of the
Fund. The Board approves all significant agreements between the Fund and those
companies that furnish services to the Fund. These companies are as follows:
The Dreyfus Corporation..................................Investment Adviser
Premier Mutual Fund Services, Inc........................Distributor
Dreyfus Transfer, Inc....................................Transfer Agent
The Bank of New York.....................................Custodian
Board members and officers of each Fund, together with information as to
their principal business occupations during at least the last five years, are
shown below.
BOARD MEMBERS OF THE FUNDS
JOSEPH S. DiMARTINO, CHAIRMAN OF THE BOARD. Since January 1995, Chairman of the
Board of various funds in the Dreyfus Family of Funds. He also is a
director of The Noel Group, Inc., a venture capital company (for which,
from February 1995 until November 1997, he was Chairman of the Board), The
Muscular Dystrophy Association, HealthPlan Services Corporation, a provider
of marketing, administrative and risk management services to health and
other benefit programs, Carlyle Industries, Inc. (formerly, Belding
Heminway Company, Inc.), a button packager and distributor, Career Blazers,
Inc. (formerly, Staffing Resources, Inc.), a temporary placement agency,
and Century Business Services, Inc., a provider of various outsourcing
functions for small and medium sized companies. For more than five years
prior to January 1995, 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, until August 24, 1994, the Funds' distributor. From August
1994 until December 31, 1994, he was a director of Mellon Bank Corporation.
He is 55 years old and his address is 200 Park Avenue, New York, New York
10166.
CLIFFORD L. ALEXANDER, JR., BOARD MEMBER. 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, IMS Health (formerly,
Cognizant Corporation), a service provider of marketing information and
information technology, The Dun & Bradstreet Corporation, MCI World. Com
and Mutual of America Life Insurance Company. He is 65 years old and his
address is 400 C Street, N.E., Washington, D.C. 20002.
PEGGY C. DAVIS, BOARD MEMBER. Shad 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. She is 56 years old and
her address is c/o New York University School of Law, 40 Washington Square
South, New York, New York 10012.
ERNEST KAFKA, BOARD MEMBER. 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. He is Associate Clinical Professor
of Psychiatry at Cornell Medical School. 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. He is 66 years old and
his address is 23 East 92nd Street, New York, New York 10128.
SAUL B. KLAMAN, BOARD MEMBER. 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. He is 79 years
old and his address is 431-B Dedham Street, The Gables, Newton Center,
Massachusetts 02159.
NATHAN LEVENTHAL, BOARD MEMBER. 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 served as Chairman of Citizens Union, an
organization which strives to reform and modernize city and state
government from June 1994 until June 1997. He is 56 years old and his
address is 70 Lincoln Center Plaza, New York, New York 10023-6583.
For so long as a Fund's plans described in the sections captioned
"Distribution Plan" and "Shareholder Services Plan" remain in effect, the Board
members of the Fund who are not "interested persons" of the Fund, as defined in
the 1940 Act, will be selected and nominated by the Board members who are not
"interested persons" of the Fund.
Each Fund typically pays its Board members an annual retainer and a per
meeting fee and reimburses them for their expenses. The Chairman of the Board
receives an additional 25% of such compensation. Emeritus Board members are
entitled to receive an annual retainer and per meeting fee of one-half the
amount paid to them as Board members. The aggregate amount of compensation paid
to each Board member by each Fund for the fiscal year ended November 30, 1998,
and by all other funds in the Dreyfus Family of Funds for which such person is a
Board member (the number of which is set forth in parenthesis next to each Board
member's total compensation) * for the year ended December 31, 1998, are set
forth below.
Total Compensation
Aggregate From Funds and
Compensation Fund Complex Paid
NAME OF BOARD MEMBER AND FUND FROM THE FUND** TO BOARD MEMBER
JOSEPH S. DiMARTINO $619,668 (187)
Money Fund $6,875
National Municipal Fund $6,875***
CLIFFORD L. ALEXANDER, JR. $80,918 (38)
Money Fund $5,500
National Municipal Fund $5,500***
PEGGY C. DAVIS $64,000 (29)
Money Fund $5,500
National Municipal Fund $5,500***
ERNEST KAFKA $57,500 (29)
Money Fund $5,000
National Municipal Fund $5,000***
SAUL B. KLAMAN $64,000 (29)
Money Fund $5,500
National Municipal Fund $5,500***
NATHAN LEVENTHAL $64,000 (29)
Money Fund $5,500
National Municipal Fund $5,500***
- -------------------------------------
* Represents the number of separate portfolios comprising the investment
companies in the Fund Complex, including the Funds, for which the Board
members serve.
** Amount does not include reimbursed expenses for attending Board
meetings, which amounted to $3,177 for the Money Fund and $1,584 for
the National Municipal Fund, for all Board members as a group.
*** Represents aggregate amount paid by General Municipal Money Market
Funds, Inc., of which the National Municipal Fund is a series.
OFFICERS OF THE FUNDS
MARIE E. CONNOLLY, PRESIDENT AND TREASURER. President, Chief Executive Officer,
Chief Compliance Officer and a director of the Distributor and Funds
Distributor, Inc., the ultimate parent of which is Boston Institutional
Group, Inc., and an officer of other investment companies advised or
administered by the Manager. She is 41 years old.
MARGARET W. CHAMBERS, VICE PRESIDENT AND SECRETARY. Senior Vice President and
General Counsel of Funds Distributor, Inc., and an officer of other
investment companies advised or administered by the Manager. From August
1996 to March 1998, she was Vice President and Assistant General Counsel
for Loomis, Sayles & Company, L.P. From January 1986 to July 1996, she was
an associate with the law firm of Ropes & Gray. She is 39 years old.
STEPHANIE D. PIERCE, VICE PRESIDENT, ASSISTANT SECRETARY AND ASSISTANT
TREASURER. Vice President and Client Development Manager of Funds
Distributor, Inc., and an officer of other investment companies advised or
administered by the Manager. From April 1997 to March 1998, she was
employed as a Relationship Manager with Citibank, N.A. From August 1995 to
April 1997, she was an Assistant Vice President with Hudson Valley Bank,
and from September 1990 to August 1995, she was Second Vice President with
Chase Manhattan Bank. She is 30 years old.
MARY A. NELSON, VICE PRESIDENT AND ASSISTANT TREASURER. Vice President of the
Distributor and Funds Distributor, Inc., and an officer of other investment
companies advised or administered by the Manager. From September 1989 to
July 1994, she was an Assistant Vice President and Client Manager for The
Boston Company, Inc. She is 34 years old.
GEORGE A. RIO, VICE PRESIDENT AND ASSISTANT TREASURER. Executive Vice President
and Client Service Director of Funds Distributor, Inc., and an officer of
other investment companies advised or administered by the Manager. From
June 1995 to March 1998, he was Senior Vice President and Senior Key
Account Manager for Putnam Mutual Funds. From May 1994 to June 1995, he was
Director of Business Development for First Data Corporation. He is 44 years
old.
JOSEPH F. TOWER, III, VICE PRESIDENT AND ASSISTANT TREASURER. Senior Vice
President, Treasurer, Chief Financial Officer and a director of the
Distributor and Funds Distributor, Inc., 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. He is 37
years old.
DOUGLAS C. CONROY, VICE PRESIDENT AND ASSISTANT SECRETARY. Assistant Vice
President of Funds Distributor, Inc., and an officer of other investment
companies advised or administered by the Manager. From April 1993 to
January 1995, he was a Senior Fund Accountant for Investors Bank & Trust
Company. He is 30 years old.
CHRISTOPHER J. KELLEY, VICE PRESIDENT AND ASSISTANT SECRETARY. Vice President
and Senior Associate General Counsel of Funds Distributor, Inc., and an
officer of other investment companies advised or administered by the
Manager. From April 1994 to July 1996, he was Assistant Counsel at Forum
Financial Group. He is 34 years old.
KATHLEEN K. MORRISEY, VICE PRESIDENT AND ASSISTANT SECRETARY. Manager of
Treasury Services Administration of Funds Distributor, Inc., and an officer
of other investment companies advised or administered by the Manager. From
July 1994 to November 1995, she was a Fund Accountant for Investors Bank &
Trust Company. She is 26 years old.
ELBA VASQUEZ, VICE PRESIDENT AND ASSISTANT SECRETARY. Assistant Vice President
of Funds Distributor, Inc., and an officer of other investment companies
advised or administered by the Manager. From March 1990 to May 1996, she
was employed by U.S. Trust Company of New York where she held various sales
and marketing positions. She is 37 years old.
The address of each officer of the Funds is 200 Park Avenue, New York, New
York 10166.
Each Fund's Board members and officers, as a group, owned less than 1% of
the Fund's shares outstanding on April 14, 1999.
MANAGEMENT ARRANGEMENTS
INVESTMENT ADVISER. The Manager is a wholly-owned subsidiary of Mellon
Bank, N.A., which is a wholly-owned subsidiary of Mellon Bank Corporation
("Mellon"). 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.
The Manager provides management services pursuant to separate Management
Agreements (respectively, the "Agreement") dated August 24, 1994 with respect to
each Fund. As to each Fund, the Agreement is subject to annual approval by (i)
the Fund's Board or (ii) vote of a majority (as defined in the 1940 Act) of the
Fund's outstanding voting securities, provided that in either event the
continuance also is approved by a majority of the Fund's Board members who are
not "interested persons" (as defined in the 1940 Act) of the Fund or the
Manager, by vote cast in person at a meeting called for the purpose of voting on
such approval. Each Agreement was approved by shareholders on August 3, 1994 and
was last approved by the Fund's Board, including a majority of the Board members
who are not "interested persons" of any party to the Agreement, at a meeting
held on September 16, 1998. As to each Fund, the Agreement is terminable without
penalty, on 60 days' notice, by the Fund's Board or by vote of the holders of a
majority of the Fund's shares or, upon not less than 90 days' notice, by the
Manager. Each Agreement will terminate automatically, as to the relevant Fund,
in the event of its assignment (as defined in the 1940 Act).
The following persons are officers and/or directors of the Manager:
Christopher M. Condron, Chairman of the Board and Chief Executive Officer;
Stephen E. Canter, President, Chief Operating Officer, Chief Investment Officer
and a director; Thomas F. Eggers, Vice Chairman--Institutional and a director;
Lawrence S. Kash, Vice Chairman and a director; J. David Officer, Vice Chairman
and a director; Ronald P. O'Hanley III, Vice Chairman; William T. Sandalls, Jr.,
Executive Vice President; Mark N. Jacobs, Vice President, General Counsel and
Secretary; Diane P. Durnin, Vice President--Product Development; Patrice M.
Kozlowski, Vice President--Corporate Communications; Mary Beth Leibig, Vice
President--Human Resources; Andrew S. Wasser, Vice President--Information
Systems; Theodore A. Schachar, Vice President; Wendy Strutt, Vice President;
Richard Terres, Vice President; William H. Maresca, Controller; James Bitetto,
Assistant Secretary; Steven F. Newman, Assistant Secretary; and Mandell L.
Berman, Burton C. Borgelt, Steven G. Elliot, Martin C. McGuinn, Richard W. Sabo
and Richard F. Syron, directors.
The Manager manages each Fund's portfolio of investments in accordance with
the stated policies of the Fund, subject to the approval of the Fund's Board.
The Manager is responsible for investment decisions and provides each Fund with
portfolio managers who are authorized by the Board to execute purchases and
sales of securities. The portfolio managers of the Money Fund are Bernard W.
Kiernan, Patricia A. Larkin, James G. O'Connor and Thomas Riordan. The portfolio
managers of the National Municipal Fund are Joseph P. Darcy, A. Paul Disdier,
Douglas J. Gaylor, Karen M. Hand, Stephen C. Kris, Richard J. Moynihan, W.
Michael Petty, Jill C. Shaffro, 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
each Fund and for other funds advised by the Manager.
The Manager has a personal securities trading policy (the "Policy) which
restricts the personal securities transactions of its employees. Its primary
purpose is to ensure that personal trading by the Manager's employees does not
disadvantage any Dreyfus-managed fund. Under the Policy, the Manager's employees
must preclear personal transactions in securities not exempt under the Policy.
In addition, of the Manager employees must report their personal securities
transactions and holdings, which are reviewed for compliance with the Policy.
In that regard, portfolio managers and other investment personnel of the Manager
also are subject to the oversight of Mellon's Investment Ethics committee.
Portfolio managers and other investment personnel of the Manager who comply with
the Policy's preclearance and disclosure procedures, and the requirements of the
Committee, may be permitted to purchase, sell or hold securities which also may
be or are held in the fund(s) they manage or for which they otherwise provide
investment advice.
The Manager maintains office facilities on behalf of each Fund, and
furnishes statistical and research data, clerical help, accounting, data
processing, bookkeeping and internal auditing and certain other required
services to the Funds. The Manager may pay the Distributor for shareholder
services from the Manager's own assets, including past profits but not including
the management fee paid by the Funds. The Distributor may use part or all of
such payments to pay Service Agents (as defined below) in respect of these
services. The Manager also may make such advertising and promotional
expenditures using its own resources, as it from time to time deems appropriate.
All expenses incurred in the operation of a Fund are borne by such Fund,
except to the extent specifically assumed by the Manager. The expenses borne by
each Fund include: taxes, interest, brokerage fees and commissions, if any, fees
of Board members who are not officers, directors, employees or holders of 5% or
more of the outstanding voting securities of the Manager, Securities and
Exchange Commission fees, state Blue Sky qualification fees, charges of
custodians, transfer and dividend disbursing agents' fees, certain insurance
premiums, industry association fees, outside auditing and legal expenses, costs
of maintaining the Fund's existence, investor services (including, without
limitation, telephone and personnel expenses), costs of shareholder reports and
meetings, costs of preparing and printing prospectuses and statements of
additional information for regulatory purposes and for distribution to existing
shareholders, and any extraordinary expenses. Each Fund bears certain expenses
in accordance with separate written plans and also bears certain costs
associated with implementing and operating such plans. See "Distribution Plan"
and "Shareholder Services Plan."
As compensation for the Manager's services under the Agreement, each Fund
has agreed to pay the Manager a monthly management fee at the annual rate of
.50% of the value of the Fund's average daily net assets. All fees and expenses
are accrued daily and deducted before declaration of dividends to investors. Set
forth below are the total amounts paid by each Fund to the Manager for each
Fund's last three fiscal years, including for the Money Fund, which changed its
fiscal year end to November 30, the ten-month period ended November 30, 1998:
<TABLE>
<CAPTION>
Fiscal Year Ten-Month Period
Ended Ended FISCAL YEAR ENDED JANUARY 31,
NOVEMBER 30, 1998 NOVEMBER 30, 1997 1997 1996
----------------- ----------------- ------ ------
<S> <C> <C> <C> <C>
Money Fund $13,222,636 $7,091,891 $5,285,812 $3,172,667
</TABLE>
FISCAL YEAR ENDED NOVEMBER 30,
1998 1997 1996
---- ---- ----
National Municipal Fund $3,038,316 $2,127,041 $1,566,276
As to each Fund, the Manager has agreed that if in any fiscal year the
aggregate expenses of the Fund, exclusive of taxes, brokerage, interest and
(with the prior written consent of the necessary state securities commissions)
extraordinary expenses, but including the management fee, exceed 1-1/2% of the
average market value of the net assets of such Fund for that fiscal year, the
Fund may deduct from the payment to be made to the Manager under the Agreement,
or the Manager will bear, such excess expense. Such deduction or payment, if
any, will be estimated daily and reconciled and effected or paid, as the case
may be, on a monthly basis. As to each Fund, no such deduction or payment was
required for the most recent fiscal year end.
As to each Fund, the aggregate of the fees payable to the Manager is not
subject to reduction as the value of the Fund's net assets increases.
DISTRIBUTOR. The Distributor, located at 60 State Street, Boston,
Massachusetts 02109, serves as each Fund's distributor on a best efforts basis
pursuant to an agreement which is renewable annually.
The Distributor may pay dealers a fee of up to .50% of the amount invested
through such dealers in Fund shares by employees participating in qualified or
non-qualified employee benefit plans or other programs where (i) the employers
or affiliated employers maintaining such plans or programs have a minimum of 250
employees eligible for participation in such plans or programs, or (ii) such
plan's or program's aggregate investment in the Dreyfus Family of Funds or
certain other products made available by the Distributor to such plans or
programs exceeds $1,000,000 ("Eligible Benefit Plans"). Shares of funds in the
Dreyfus Family of Funds then held by Eligible Benefit Plans will be aggregated
to determine the fee payable. The Distributor reserves the right to cease paying
these fees at any time. The Distributor will pay such fees from its own funds,
other than amounts received from the Fund, including past profits or any other
source available to it.
TRANSFER AND DIVIDEND DISBURSING AGENT AND CUSTODIAN. Dreyfus Transfer,
Inc. (the "Transfer Agent"), a wholly-owned subsidiary of the Manager, P.O. Box
9671, Providence, Rhode Island 02940-9671, is each Fund's transfer and dividend
disbursing agent. Under a separate transfer agency agreement with each Fund, the
Transfer Agent arranges for the maintenance of shareholder account records for
the Fund, the handling of certain communications between shareholders and the
Fund and the payment of dividends and distributions payable by the Fund. For
these services, the Transfer Agent receives a monthly fee from each Fund
computed on the basis of the number of shareholder accounts it maintains for
such Fund during the month, and is reimbursed for certain out-of-pocket
expenses.
The Bank of New York (the "Custodian"), 90 Washington Street, New York, New
York 10286, is each Fund's custodian. The Custodian has no part in determining
the investment policies of the Fund or which securities are to be purchased or
sold by the Fund. Under a separate custody agreement with each Fund, the
Custodian holds the Fund's securities and keeps all necessary accounts and
records. For its custody services, the Custodian receives a monthly fee from
each Fund based on the market value of the Fund's assets held in custody and
receives certain securities transactions charges.
HOW TO BUY SHARES
You may buy Class X shares only if you establish an Auto-Exchange Account
pursuant to which the Class X shares purchased will be exchanged for Class B
shares of up to five designated Dreyfus Premier funds within two years of your
initial purchase of Class X shares.
Each Fund's shares may be purchased only by clients of certain financial
institutions (which may include banks), securities dealers ("Selected Dealers"),
and other industry professionals such as investment advisers, accountants and
estate planning firms (collectively, "Service Agents") that have entered into
service agreements with the Distributor. For shareholders who purchase Fund
shares from the Distributor, the Distributor will act as Service Agent. Stock
certificates are issued only upon your written request. No certificates are
issued for fractional shares. Each Fund reserves the right to reject any
purchase order.
The minimum initial investment in each Fund is $2,500, or $1,000 if you are
a client of a Service Agent which maintains an omnibus account in the relevant
Fund and has made an aggregate minimum initial purchase in the Fund for its
customers of $2,500. Subsequent investments must be at least $100. For the Money
Fund, however, the minimum initial investment is $750 for Dreyfus-sponsored
Keogh Plans, IRAs (including regular IRAs, spousal IRAs for a non-working
spouse, Roth IRAs, IRAs set up under a Simplified Employee Pension Plan
("SEP-IRAs") and rollover IRAs) and 403(b)(7) Plans with only one participant
and $500 for Dreyfus-sponsored Education IRAs, with no minimum for subsequent
purchases. It is not recommended that the National Municipal Fund be used as a
vehicle for Keogh, IRA or other qualified plans. The initial investment must be
accompanied by the Account Application. For full-time or part-time employees of
the Manager or any of its affiliates or subsidiaries, directors of the Manager,
Board members of a Fund advised by the Manager, including members of each Fund's
Board, or the spouse or minor child of any of the foregoing, the minimum initial
investment is $1,000. For full-time or part-time employees of the Manager or any
of its affiliates or subsidiaries who elect to have a portion of their pay
directly deposited into their Fund accounts, the minimum initial investment is
$50. The Money Fund reserves the right to offer Fund shares without regard to
minimum purchase requirements to employees participating in certain qualified
and non-qualified employee benefit plans or other programs where contributions
or account information can be transmitted in a manner and form acceptable to the
Fund. Each Fund reserves the right to vary further the initial and subsequent
investment minimum requirements at any time.
Service Agents may receive different levels of compensation for selling
different classes of shares. Management understands that some Service Agents may
impose certain conditions on their clients which are different from those
described in the Funds' Prospectus and this Statement of Additional Information,
and, to the extent permitted by applicable regulatory authority, may charge
their clients direct fees. You should consult your Service Agent in this regard.
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 or other authorized entity in
written or telegraphic form. If you do not remit Federal Funds, your payment
must be converted into Federal Funds. This usually occurs within one business
day of receipt of a bank wire and within two business days of receipt of a check
drawn on a member bank of the Federal Reserve System. Checks drawn on banks
which are not members of the Federal Reserve System may take considerably longer
to convert into Federal Funds. Prior to receipt of Federal Funds, your money
will not be invested. 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."
MONEY FUND--The Money Fund determines its net asset value per share twice each
day the New York Stock Exchange or the Transfer Agent is open for business: as
of 5:00 p.m., Eastern time, and as of 8:00 p.m., Eastern time.
If your payments are received in or converted into Federal Funds by 12:00
Noon, Eastern time, by the Transfer Agent 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, Eastern time, by the Transfer Agent, you
will begin to accrue dividends on the following business day.
Qualified institutions may telephone orders for purchase of Fund shares. A
telephone order placed with the Distributor or its designee in New York will
become effective at the price determined at 5:00 p.m., Eastern time, and the
shares purchased will receive the dividend on Fund shares declared on that day,
if such order is placed with the Distributor or its designee in New York by 5:00
p.m., Eastern time, and Federal Funds are received by 6:00 p.m., Eastern time,
on that day. A telephone order placed with the Distributor or its designee in
New York after 5:00 p.m., Eastern time, but by 8:00 p.m., Eastern time, on a
given day will become effective at the price determined at 8:00 p.m., Eastern
time, on that day, and the shares purchased will begin to accrue dividends on
the next business day, if Federal Funds are received by 11:00 a.m., Eastern
time, on the next business day.
NATIONAL MUNICIPAL FUND--The National Municipal Fund determines its net asset
value per share three times each day the New York Stock Exchange or the Transfer
Agent is open for business: as of 12:00 Noon, Eastern time, as of 2:00 p.m.,
Eastern time, and as of 8:00 p.m., Eastern time.
If your payments are received in or converted into Federal Funds by 4:00
p.m., Eastern 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
4:00 p.m., Eastern time, you will begin to accrue dividends on the following
business day.
Qualified institutions may telephone orders for purchase of Fund shares. A
telephone order placed with the Distributor or its designee in New York will
become effective at the price determined at 12:00 Noon, or 2:00 p.m., Eastern
time, depending on when the order is accepted on a given day, and the shares
purchased will receive the dividend on Fund shares declared on that day, if the
telephone order is placed with the Distributor or its designee by 2:00 p.m.,
Eastern time, and Federal Funds are received at 4:00 p.m., Eastern time, on that
day. A telephone order placed with the Distributor or its designee in New York
after 2:00 p.m., Eastern time, but by 8:00 p.m., Eastern time, on a given day
will become effective at the price determined at 8:00 p.m., Eastern time, on
that day, and the shares purchased will begin to accrue dividends on the next
business day, if Federal Funds are received by 11:00 a.m., Eastern time, on the
next business day.
USING FEDERAL FUNDS. The Transfer Agent or the Fund may attempt to notify
you 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 you are a
customer of a Selected Dealer and your order to purchase Fund shares is paid for
other than in Federal Funds, the Selected Dealer, acting on your behalf, will
complete the conversion into, or itself advance, Federal Funds, generally on the
business day following receipt of your order. The order is effective only when
so converted and received by the Transfer Agent. If you have sufficient Federal
Funds or a cash balance in your brokerage account with a Selected Dealer, your
order to purchase Fund shares will become effective on the day that the order,
including Federal Funds, is received by the Transfer Agent.
REOPENING AN ACCOUNT. You 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
Rule 12b-1 (the "Rule") adopted by the Securities and Exchange Commission
under the 1940 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 Board of each Fund has adopted a distribution plan
with respect to Class X (each, a "Plan"). Under the Plan, the Fund pays the
Distributor a fee at the annual rate of .25% of the value of the Fund's average
daily net assets attributable to Class X for distributing Class X shares. Each
Fund's Board believes that there is a reasonable likelihood that the Plan will
benefit the Fund and holders of Class X shares.
A quarterly report of the amounts expended under the Plan, and the purposes
for which such expenditures were incurred, must be made to the Fund's Board for
its 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 shareholder approval and that other material amendments of
the Plan must be approved by the Fund's Board, and by the Board members who are
not "interested persons" (as defined in the 1940 Act) of the Fund or the Manager
and have no direct or indirect financial interest in the operation of the Plan
or in any related agreements entered into in connection with the 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 Board
members cast in person at a meeting called for the purpose of voting on the
Plan. The Plan was last so approved on April 14, 1999 with respect to each Fund.
Each Plan is terminable at any time by vote of a majority of the Fund's Board
members 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 holders of Class X shares.
SHAREHOLDER SERVICES PLAN
Each Fund has adopted a Shareholder Services Plan with respect to Class X
pursuant to which the Fund pays the Distributor for the provision of certain
services to the holders of Class X shares a fee at the annual rate of .25% of
the value of the Fund's average daily net assets attributable to Class X. Under
the Shareholder Services 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. As to each Fund,
under the Shareholders Services Plan, the Distributor may make payments to
Service Agents in respect of these services.
A quarterly report of the amounts expended under the Shareholder Services
Plan, and the purposes for which such expenditures were incurred, must be made
to the Fund's Board for its review. In addition, the Shareholder Services Plan
provides that material amendments to the Shareholder Services Plan must be
approved by the Fund's Board, and by the Board members who are not "interested
persons" (as defined in the 1940 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. The Shareholder Services Plan is subject to annual approval by such
vote of its Board members cast in person at a meeting called for the purpose of
voting on the Shareholder Services Plan. The Shareholder Services Plan was last
so approved on April 14, 1999 with respect to each Fund. Each Shareholder
Services Plan is terminable at any time by vote of a majority of the Board
members who are not "interested persons" and have no direct or indirect
financial interest in the operation of the Shareholder Services Plan.
HOW TO REDEEM SHARES
CONTINGENT DEFERRED SALES CHARGE. A contingent deferred sales charge (CDSC)
payable to the Distributor is imposed on any redemption of Class X shares which
reduces the current net asset value of your Class X shares to an amount which is
lower than the dollar amount of all payments by you for the purchase of Class X
shares of the Fund held by you at the time of redemption.
If the aggregate value of Class X shares redeemed has declined below their
original cost as a result of the Fund's performance, a CDSC may be applied to
the then-current net asset value rather than the purchase price.
In circumstances where the CDSC is imposed, the amount of the charge will
depend on the number of years for the time you purchased the Class X shares
until the time of redemption of such shares. Solely for purposes of determining
the number of years from the time of any payment for the purchase of Class X
shares, all payments during a month will be aggregated and deemed to have been
made on the first day of the month.
THE TERMS AND TIME PERIODS CONTAINED IN THIS SECTION ARE APPLICABLE TO
CLASS B SHARES OF THE DREYFUS PREMIER FUNDS INTO WHICH CLASS X SHARES MUST BE
EXCHANGED PURSUANT TO THE DREYFUS AUTO-EXCHANGE PRIVILEGE.
The following table sets forth the rates of the CDSC for Class X shares
(and Class B shares of the Dreyfus Premier funds for which Class X shares may be
exchanged):
Year Since CDSC as a % of Amount
Purchase Payment Invested or Redemption
WAS MADE PROCEEDS
First....................................... 4.00
Second...................................... 4.00
Third....................................... 3.00
Fourth...................................... 3.00
Fifth....................................... 2.00
Sixth....................................... 1.00
In determining whether a CDSC is applicable to a redemption, the
calculation will be made in a manner that results in the lowest possible rate.
For example, with respect to Class B shares of the selected Dreyfus Premier
funds, it will be assumed that the redemption is made first of amounts
representing shares acquired pursuant to the reinvestment of dividends and
distributions; then of amounts representing the increase in net asset value of
Class B shares above the total amount of payments for the purchase of Class B
shares made during the preceding six years; then of amounts representing the
cost of shares purchased six years prior to the redemption; and finally, of
amounts representing the cost of shares held for the longest period of time
within the applicable six-year period.
WAIVER OF CDSC. The CDSC applicable to Class X shares (and Class B shares
of the selected Dreyfus Premier funds) may be waived in connection with (a)
redemptions made within one year after the death or disability, as defined in
Section 72(m)(7) of the Code, of the shareholder, (b) redemptions by employees
participating in Eligible Benefit Plans, (c) redemptions as a result of a
combination of any investment company with the Fund by merger, acquisition of
assets or otherwise, (d) a distribution following retirement under a
tax-deferred retirement plan or upon attaining age 70 1/2 in the case of an IRA
or Keogh plan or custodial account pursuant to Section 403(b) of the Code, and
(e) redemptions pursuant to the Automatic Withdrawal Plan (offered only in
Dreyfus Premier funds). If the Fund's Board determines to discontinue the waiver
of the CDSC, the disclosure herein will be revised appropriately. Any Fund
shares subject to a CDSC which were purchased prior to the termination of such
waiver will have the CDSC waived as provided in the Fund's Prospectus or
Statement of Additional Information at the time of the purchase of such shares.
To qualify for a waiver of the CDSC, at the time of redemption you must
notify the Transfer Agent or your Service Agent must notify the Distributor. Any
such qualification is subject to confirmation of your entitlement.
CONVERSION TO CLASS A SHARES OF DREYFUS PREMIER FUNDS. Approximately six
years after the date of purchase of Class X shares, the Class B shares of the
Dreyfus Premier funds received in exchange for your Class X shares automatically
will convert to Class A shares of the Dreyfus Premier fund, based on the
relative net asset values for shares of each such Class. Class B shares of the
Dreyfus Premier funds that have been acquired through the reinvestment of
dividends and distributions will be converted on a pro rata basis together with
other Class B shares, in the proportion that a shareholder's shares converting
to Class A shares bears to the total Class B shares of the Dreyfus Premier funds
not acquired through the reinvestment of dividends and distributions.
WIRE REDEMPTION PRIVILEGE. By using this Privilege, you authorize the
Transfer Agent to act on wire, telephone or letter redemption 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.
Ordinarily, each Fund will initiate payment for shares redeemed pursuant to this
Privilege on the same business day if the Transfer Agent receives a redemption
request in proper form prior to 5:00 p.m., New York time, on such day; otherwise
the Fund will initiate payment on the next business day. Redemption proceeds
($1,000 minimum) will be transferred by Federal Reserve wire only to the
commercial bank account specified by you on the Account Application or the
Shareholder Services Form, or to a correspondent bank if your bank is not a
member of the Federal Reserve System. Fees ordinarily are imposed by such bank
and borne by the investor. Immediate notification by the correspondent bank to
your bank is necessary to avoid a delay in crediting the funds to your bank
account.
If you have access to telegraphic equipment, you 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
If you do not have direct access to telegraphic equipment, you may have the
wire transmitted by contacting a TRT Cables operator at 1-800-654-7171, toll
free. You should advise the operator that the above transmittal code must be
used and should also inform the operator of the Transfer Agent's answer back
sign.
To change the commercial bank or account designated to receive redemption
proceeds, a written request must be sent to the Transfer Agent. This request
must be signed by each shareholder, with each signature guaranteed as described
below under "Stock Certificates; Signatures."
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 or its designee by 12:00 Noon, New York time, with respect to the
National Municipal Fund, or 5:00 p.m., New York time, with respect to the Money
Fund 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 after such
time, but by 8:00 p.m., New York time, the redemption request will be effective
on that day, 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. If a redemption request is received after 8:00 p.m., New York
time, the redemption request will be effective 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.
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. Each 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, each
Fund's Board 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 sells such
securities, brokerage charges might 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 a Fund ordinarily utilizes is restricted, or when an emergency
exists as determined by the Securities and Exchange Commission so that disposal
of a 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 a Fund's shareholders.
SHAREHOLDER SERVICES
FUND EXCHANGES. Clients of certain Service Agents may purchase, in exchange
for Class X shares of a Fund, Class B shares of Dreyfus Premier funds, or shares
of certain other funds managed or administered by the Manager, to the extent
such shares are offered for sale in such client's state of residence. 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 offered without a sales load will be
made without a sales load.
B. Shares of funds purchased without a sales load may be exchanged for
shares of other funds sold with a sales load, and the applicable sales
load will be deducted.
C. Shares of funds purchased with a sales load may be exchanged for
shares of other funds sold without a sales load.
D. Shares of funds purchased with a sales load, shares of funds acquired
by a previous exchange from shares purchased with a sales load, and
additional shares acquired through reinvestment of dividends or
distributions of any such funds (collectively referred to herein as
"Purchased Shares") may be exchanged for shares of other funds sold
with a sales load (referred to herein as "Offered Shares"), but 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.
E. Shares of funds subject to a contingent deferred sales charge ("CDSC")
that are exchanged for shares of another fund will be subject to the
higher applicable CDSC of the two funds, and for purposes of
calculating CDSC rates and conversion periods, if any, will be deemed
to have been held since the date the shares being exchanged were
initially purchased.
To accomplish an exchange under item D above, your Service Agent acting on
your behalf must notify the Transfer Agent of your prior ownership of fund
shares and your account number.
To request an exchange, your Service Agent acting on your behalf must give
exchange instructions to the Transfer Agent. No fees currently are charged
shareholders directly in connection with exchanges, although each Fund reserve
the right, upon not less than 60 days' written notice, to charge shareholders a
nominal administrative fee in accordance with rules promulgated by the
Securities and Exchange Commission.
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.
DREYFUS AUTO-EXCHANGE PRIVILEGE. The Dreyfus Auto-Exchange Privilege
permits you to purchase, in exchange for shares of a Fund, Class B shares of up
to five designated Dreyfus Premier funds of which you are a shareholder. 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 you. You will be notified if your
account falls below the amount designated to be exchanged under this Privilege.
In this case, your 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 Dreyfus 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. Each Fund reserves the right to reject any
exchange request in whole or in part. The Fund Exchanges service or the Dreyfus
Auto-Exchange Privilege may be modified or terminated at any time upon notice to
shareholders.
DREYFUS DIVIDEND OPTIONS. Dreyfus Dividend Sweep allows you to invest
automatically your dividends or dividends and capital gain distributions, if
any, paid by a Fund in shares of one or more of the Dreyfus Premier funds you
have selected for auto-exchange. Shares of the Dreyfus Premier 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 that charges a
sales load may be invested in shares of other funds sold with
a sales load (referred to herein as "Offered Shares"), but 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.
Dreyfus Dividend ACH permits you to transfer electronically dividends or
dividends and capital gain distributions, if any, from each 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.
CORPORATE PENSION/PROFIT-SHARING AND PERSONAL RETIREMENT PLANS. (MONEY
FUND) The Money Fund makes available to corporations a variety of prototype
pension and profit-sharing plans, including a 401(k) Salary Reduction Plan. In
addition, these Funds make available Keogh Plans, IRAs (including regular IRAs,
spousal IRAs for a non-working spouse, Roth IRAs, SEP-IRAs, rollover IRAs and
Education IRAs) and 403(b)(7) Plans. Plan support services also are available.
If you wish to purchase Fund shares in conjunction with a Keogh Plan, a
403(b)(7) Plan or an IRA, including a SEP-IRA, you may request from the
Distributor forms for adoption of such plans.
The entity acting as custodian for Keogh Plans, 403(b)(7) Plans or IRAs may
charge a fee, payment of which could require the liquidation of shares. All fees
charged are described in the appropriate form.
SHARES MAY BE PURCHASED IN CONNECTION WITH THESE PLANS ONLY BY DIRECT
REMITTANCE TO THE ENTITY WHICH ACTS AS CUSTODIAN. SUCH PURCHASES WILL BE
EFFECTIVE WHEN PAYMENTS RECEIVED BY THE TRANSFER AGENT ARE CONVERTED INTO
FEDERAL FUNDS. PURCHASES FOR THESE PLANS MAY NOT BE MADE IN ADVANCE OF RECEIPT
OF FUNDS.
The minimum initial investment for corporate plans, salary reduction plans,
403(b)(7) Plans and SEP-IRAs, with more than one participant, is $2,500, with no
minimum for subsequent purchases. The minimum initial investment is $750 for
Dreyfus-sponsored Keogh Plans, IRAs (including regular IRAs, spousal IRAs for a
non-working spouse, Roth IRAs, SEP-IRAs and rollover IRAs) and 403(b)(7) Plans
with only one participant and $500 for Education IRAs, with no minimum for
subsequent purchases.
You should read the prototype retirement plans and the applicable form of
custodial agreement for further details as to eligibility, service fees and tax
implications, and should consult a tax adviser.
DETERMINATION OF NET ASSET VALUE
AMORTIZED COST PRICING. The valuation of each 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.
Each Fund's Board has established, as a particular responsibility within
the overall duty of care owed to the Fund's shareholders, procedures reasonably
designed to stabilize the Fund's price per share as computed for the purpose of
purchases and redemptions at $1.00. Such procedures include review of the Fund's
portfolio holdings by the Board, at such intervals as it may deem appropriate,
to determine whether the Fund's net asset value calculated by using available
market quotations or market equivalents deviates from $1.00 per share based on
amortized cost. In such review, investments for which market quotations are
readily available will be valued at the most recent bid price or yield
equivalent for such securities or for securities of comparable maturity, quality
and type, as obtained from one or more of the major market makers for the
securities to be valued. Other investments and assets, to the extent a Fund is
permitted to invest in such instruments, will be valued at fair value as
determined in good faith by the Board. With respect to the National Municipal
Fund, market quotations and market equivalents used in the Board's review are
obtained from an independent pricing service (the "Service") approved by the
Board. The Service values the National Municipal Fund's investments based on
methods which include considerations of: yields or prices of municipal
obligations 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 a 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 Fund's Board. If such deviation exceeds
1/2 of 1%, the Board promptly will consider what action, if any, will be
initiated. In the event a Fund's Board determines that a deviation exists which
may result in material dilution or other unfair results to investors or existing
shareholders, it has agreed to take such corrective action as it regards as
necessary and appropriate, including: selling portfolio instruments prior to
maturity to realize capital gains or losses or to shorten average portfolio
maturity; withholding dividends or paying distributions from capital or capital
gains; redeeming shares in kind; or establishing a net asset value per share by
using available market quotations or market equivalents.
NEW YORK STOCK EXCHANGE AND TRANSFER AGENT CLOSINGS. The holidays (as
observed) on which both the New York Stock Exchange and the Transfer Agent are
closed currently are: New Year's Day, Martin Luther King Jr. Day, Presidents'
Day, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Management believes that each Fund has qualified for the fiscal year ended
November 30, 1998 as a "regulated investment company" under the Code. Each 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. If the Fund did not qualify as a regulated
investment company, it would be treated for tax purposes as an ordinary
corporation subject to Federal income tax.
Each Fund ordinarily declares dividends from its net investment income on
each day the New York Stock Exchange or, for the Money Fund only, the Transfer
Agent is open for business. The Fund's earnings for Saturdays, Sundays and
holidays are declared as dividends on the preceding business day. Dividends
usually are paid on the last calendar day of each month and automatically are
reinvested in additional shares at net asset value or, at your option, paid in
cash. If you redeem all shares in your account at any time during the month, all
dividends to which you are entitled will be paid to you along with the proceeds
of the redemption. If you are an omnibus accountholder and indicate in a partial
redemption request that a portion of any accrued dividends to which such account
is entitled belongs to an underlying accountholder who has redeemed all shares
in his or her account, such portion of the accrued dividends will be paid to you
along with the proceeds of the redemption.
If you elect to receive dividends and distributions in cash, and your
dividend or distribution check is returned to the Fund as undeliverable or
remains uncashed for six months, the Fund reserves the right to reinvest such
dividends or distributions and all future dividends and distributions payable to
you in additional Fund shares at net asset value. No interest will accrue on
amounts represented by uncashed distribution or redemption checks.
Ordinarily, gains and losses realized from portfolio transactions will be
treated as capital gain or loss. However, all or a portion of any gain realized
from the sale or other disposition of certain market discount bonds will be
treated as ordinary income under Section 1276 of the Code.
With respect to the National Municipal Fund, if, at the close of each
quarter of its taxable year, at least 50% of the value of the Fund's total
assets consists of Federal tax exempt obligations, then the Fund may designate
and pay Federal exempt-interest dividends from interest earned on all such tax
exempt obligations. Such exempt-interest dividends may be excluded by
shareholders of the Fund from their gross income for Federal income tax
purposes. Dividends derived from Taxable Investments, together with
distributions from any net realized short-term securities gains, generally are
taxable as ordinary income for Federal income tax purposes whether or not
reinvested. Distributions from net realized long-term securities gains generally
are taxable as long-term capital gains to a shareholder who is a citizen or
resident of the United States, whether or not reinvested and regardless of the
length of time the shareholder has held his shares.
YIELD INFORMATION
Yield is computed in accordance with a standardized method which involves
determining the net change in the value of a hypothetical pre-existing Fund
account having a balance of one share at the beginning of a seven calendar day
period for which yield is to be quoted, dividing the net change by the value of
the account at the beginning of the period to obtain the base period return, and
annualizing the results (i.e., multiplying the base period return by 365/7). The
net change in the value of the account reflects the value of additional shares
purchased with dividends declared on the original share and any such additional
shares and fees that may be charged to shareholder accounts, in proportion to
the length of the base period and the Fund's average account size, but does not
include realized gains and losses or unrealized appreciation and depreciation.
Effective yield is computed by adding 1 to the base period return (calculated as
described above), raising that sum to a power equal to 365 divided by 7, and
subtracting 1 from the result. Both yield figures take into account any
applicable distribution and shareholder service fees.
As to the National Municipal Fund, 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 yields for the National Municipal Fund will represent
the application of the highest Federal marginal personal income tax rate in
effect. The tax equivalent figures, however, will not include the potential
effect of any state or local (including, but not limited to, county, district or
city) taxes, including applicable surcharges. You should consult your tax
adviser, and consider your 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. You should remember that yield is a function of the type and quality of
the instruments in the portfolio, portfolio maturity and operating expenses.
Your principal in a Fund is not guaranteed. See "Determination of Net Asset
Value" for a discussion of the manner in which a Fund's price per share is
determined.
From time to time, the National Municipal 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 being
representative of the Fund's past or future performance.
From time to time, advertising materials for a Fund may refer to or discuss
then-current or past economic conditions, developments and/or events, or actual
or proposed tax legislation, and 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 directly from the issuer or
from an underwriter or a market maker for the securities. Usually no brokerage
commissions, as such, are paid by a Fund for such purchases. Purchases from
underwriters of portfolio securities include a concession paid by the issuer to
the underwriter and the purchase price paid to, and sales price received from,
market makers for the securities may include the spread between the bid and
asked price. No brokerage commissions have been paid by any Fund to date.
Transactions are allocated to various dealers by the portfolio managers of
a Fund in their best judgment. The primary consideration is prompt and effective
execution of orders at the most favorable price. Subject to that primary
consideration, dealers may be selected for research, statistical or other
services to enable the Manager to supplement its own research and analysis with
the views and information of other securities firms and may be selected based
upon their sales of shares of a Fund or other funds advised by the Manager or
its affiliates.
Research services furnished by brokers through which a 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 FUNDS
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
or subscription rights and are freely transferable.
The National Municipal Fund is a separate series of General Municipal Money
Market Funds, Inc. (the "Company"). Rule 18f-2 under the 1940 Act provides that
any matter required to be submitted under the provisions of the 1940 Act or
applicable state law or otherwise to the holders of the outstanding voting
securities of an investment company, such as the Company, will not be deemed to
have been effectively acted upon unless approved by the holders of a majority of
the outstanding shares of each series affected by such matter. Rule 18f-2
further provides that a series shall be deemed to be affected by a matter unless
it is clear that the interests of each series in the matter are identical or
that the matter does not affect any interest of such series. The Rule exempts
the selection of independent accountants and the election of Board members from
the separate voting requirements of the Rule.
Unless otherwise required by the 1940 Act, ordinarily it will not be
necessary for each Fund to hold annual meetings of shareholders. As a result,
Fund shareholders may not consider each year the election of Board members or
the appointment of auditors. However, the holders of at least 10% of the shares
outstanding and entitled to vote may require the Fund to hold a special meeting
of shareholders for purposes of removing a Board member from office. Fund
shareholders may remove a Board member by the affirmative vote of a majority of
the Fund's outstanding voting shares. In addition, the Board will call a meeting
of shareholders for the purpose of electing Board members if, at any time, less
than a majority of the Board members then holding office have been elected by
shareholders.
Each Fund sends annual and semi-annual financial statements to all its
shareholders.
COUNSEL AND INDEPENDENT AUDITORS
Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New York
10038-4982, as counsel for each Fund, has rendered its opinion as to certain
legal matters regarding the due authorization and valid issuance of the shares
being sold pursuant to the Funds' Prospectus.
Ernst & Young LLP, 787 Seventh Avenue, New York, New York 10019,
independent auditors, have been selected as independent auditors of each Fund.
<PAGE>
APPENDIX A
(MONEY FUND ONLY)
Description of the two highest commercial paper, bond and other short- and
long-term rating categories assigned by Standard & Poor's Ratings Group ("S&P"),
Moody's Investors Service, Inc. ("Moody's"), Fitch IBCA, Inc. ("Fitch"), Duff &
Phelps Credit Rating Co. ("Duff"), and Thomson BankWatch, Inc. ("BankWatch"):
COMMERCIAL PAPER AND SHORT-TERM RATINGS
The designation A-1 by S&P indicates that the degree of safety regarding
timely payment is either overwhelming or very strong. Those issues determined to
possess overwhelming safety characteristics are denoted with a plus sign (+)
designation. Capacity for timely payment on issues with an A-2 designation is
strong. However, the relative degree of safety is not as high as for issues
designated A-1.
The rating Prime-1 (P-1) is the highest commercial paper rating assigned by
Moody's. Issuers of P-1 paper must have a superior capacity for repayment of
short-term promissory obligations and ordinarily will be evidenced by leading
market positions in well established industries, high rates of return of funds
employed, conservative capitalization structures with moderate reliance on debt
and ample asset protection, broad margins in earnings coverage of fixed
financial charges and high internal cash generation, and well established access
to a range of financial markets and assured sources of alternate liquidity.
Issues rated Prime-2 (P-2) have a strong capacity for repayment of short-term
promissory obligations. This ordinarily will be evidenced by many of the
characteristics cited above but to a lesser degree. Earnings trends and coverage
ratios, while sound, will be more subject to variation. Capitalization
characteristics, while still appropriate, may be more affected by external
conditions. Ample alternate liquidity is maintained.
The rating Fitch-1 (Highest Grade) is the highest commercial paper rating
assigned by Fitch. Paper rated Fitch-1 is regarded as having the strongest
degree of assurance for timely payment. The rating Fitch-2 (Very Good Grade) is
the second highest commercial paper rating assigned by Fitch which reflects an
assurance of timely payment only slightly less in degree than the strongest
issues.
The rating Duff-1 is the highest commercial paper rating assigned by Duff.
Paper rated Duff-1 is regarded as having very high certainty of timely payment
with excellent liquidity factors which are supported by ample asset protection.
Risk factors are minor. Paper rated Duff- 2 is regarded as having good certainty
of timely payment, good access to capital markets and sound liquidity factors
and company fundamentals. Risk factors are small.
The rating TBW-1 is the highest short-term obligation rating assigned by
BankWatch. Obligations rated TBW-1 are regarded as having the strongest capacity
for timely repayment. Obligations rated TBW-2 are supported by a strong capacity
for timely repayment, although the degree of safety is not as high as for issues
rated TBW-1.
BOND AND LONG-TERM RATINGS
Bonds rated AAA are considered by S&P to be the highest grade obligations
and possess an extremely strong capacity to pay principal and interest. Bonds
rated AA by S&P are judged by S&P to have a very strong capacity to pay
principal and interest and, in the majority of instances, differ only in small
degrees from issues rated AAA. The rating AA may be modified by the addition of
a plus or minus sign to show relative standing within the rating category.
Bonds rated Aaa by Moody's are judged to be of the best quality. Bonds
rated Aa by Moody's are judged by Moody's to be of high quality by all standards
and, together with the Aaa group they comprise what are generally known as
high-grade bonds. Bonds rated Aa are rated lower than Aaa bonds because margins
of protection may not be as large or fluctuations of protective elements may be
of greater amplitude or there may be other elements present which make the
long-term risks appear somewhat larger. Moody's applies numerical modifiers 1, 2
and 3 in the Aa rating category. The modifier 1 indicates a ranking for the
security in the higher end of this rating category, the modifier 2 indicates a
mid-range ranking, and the modifier 3 indicates a ranking in the lower end of
the rating category.
Bonds rated AAA by Fitch are judged by Fitch to be strictly high grade,
broadly marketable, suitable for investment by trustees and fiduciary
institutions and liable to slight market fluctuation other than through changes
in the money rate. The prime feature of an AAA bond is a showing of earnings
several times or many times interest requirements, with such stability of
applicable earnings that safety is beyond reasonable question whatever changes
occur in conditions. Bonds rated AA by Fitch are judged by Fitch to be of safety
virtually beyond question and are readily salable, whose merits are not unlike
those of the AAA class, but whose margin of safety is less strikingly broad. The
issue may be the obligation of a small company, strongly secured but influenced
as to rating by the lesser financial power of the enterprise and more local type
of market.
Bonds rated AAA by Duff are considered to be of the highest credit quality.
The risk factors are negligible, being only slightly more than U.S. Treasury
debt. Bonds rated AA are considered by Duff to be of high credit quality with
strong protection factors. Risk is modest but may vary slightly from time to
time because of economic conditions.
Fitch also assigns a rating to certain international and U.S. banks. A
Fitch bank rating represents Fitch's current assessment of the strength of the
bank and whether such bank would receive support should it experience
difficulties. In its assessment of a bank, Fitch uses a dual rating system
comprised of Legal Ratings and Individual Ratings. In addition, Fitch assigns
banks Long- and Short-Term Ratings as used in the corporate ratings discussed
above. Legal Ratings, which range in gradation from 1 through 5, address the
question of whether the bank would receive support from central banks or
shareholders if it experienced difficulties, and such ratings are considered by
Fitch to be a prime factor in its assessment of credit risk. Individual Ratings,
which range in gradations from A through E, represent Fitch's assessment of a
bank's economic merits and address the question of how the bank would be viewed
if it were entirely independent and could not rely on support from state
authorities or its owners.
In addition to ratings of short-term obligations, BankWatch assigns a
rating to each issuer it rates, in gradations of A through E. BankWatch examines
all segments of the organization including, where applicable, the holding
company, member banks or associations, and other subsidiaries. In those
instances where financial disclosure is incomplete or untimely, a qualified
rating (QR) is assigned to the institution. BankWatch also assigns, in the case
of foreign banks, a country rating which represents an assessment of the overall
political and economic stability of the country in which the bank is domiciled.
<PAGE>
APPENDIX B
(NATIONAL MUNICIPAL FUND ONLY)
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.
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.
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 generally are 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. Bonds in the
Aa category which Moody's believes possess the strongest investment attributes
are designated by the symbol Aa1.
COMMERCIAL PAPER RATINGS
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.
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, you 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.
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 ratings 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 FUNDS, INC.
PART C. OTHER INFORMATION
-------------------------
Item 23. Exhibits
- ------- ----------
(a) Registrant's Articles of Incorporation are incorporated by reference
to Exhibit (1)(a) of Post-Effective Amendment No. 20 to the
Registration Statement on Form N-1A, filed on March 29, 1995.
Registrant's Articles of Amendment and Articles Supplementary
are incorporated by reference to Exhibits (1)(b) and (1)(c),
respectively, of Post-Effective Amendment No. 30 to the Registration
Statement on Form N-1A, filed on April 28, 1998.
(b) Registrant's By-Laws, as amended, are incorporated by reference to
Exhibit (2) of Post-Effective Amendment No. 30 to the Registration
Statement on Form N-1A, filed on April 28, 1998.
(d) Management Agreement is incorporated by reference to Exhibit (5) of
Post-Effective Amendment No. 30 to the Registration Statement on Form
N-1A, filed on April 28, 1998.
(e) Distribution Agreement is incorporated by reference to Exhibit (6)(a)
of Post-Effective Amendment No. 30 to the Registration Statement on
Form N-1A, filed on April 28, 1998. Forms of Service Agreement are
incorporated by reference to Exhibit 6(b) of Post-Effective Amendment
No. 30 to the Registration Statement on Form N-1A, filed on April 28,
1998.
(g) Amended and Restated Custody Agreement is incorporated by reference to
Exhibit 8(a) of Post-Effective Amendment No. 20 to the Registration
Statement on Form N-1A, filed on March 29, 1995. 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, filed on February 25, 1994.
(h)(1) Shareholder Services Plan, with respect to Class A is incorporated by
reference to Exhibit (10) of Post-Effective Amendment No. 20 to the
Registration Statement on Form N-1A, filed on March 29, 1995.
(2) Shareholder Services Plan with respect to Class B and Class X.
(i) Opinion and consent of Registrant's counsel is incorporated by
reference to Exhibit (10) of Pre-Effective Amendment No. 20 to the
Registration Statement on Form N-1A, filed on March 29, 1995.
(j) Consent of Independent Auditors.
(m)(1) Rule 12b-1 Plan (Class B) is incorporated by reference to Exhibit
(15)(b) of Post-Effective Amendment No. 30 to the Registration
Statement on Form N-1A, filed on April 28, 1998.
(2) Rule 12b-1 Distribution Plan (Class X).
(n) Financial Data Schedule is incorporated by reference to Exhibit (n) of
Post-Effective Amendment No. 31 to the Registration Statement on Form
N-1A, filed on January 29, 1999.
(o) Rule 18f-3 Plan.
---------------------------
Other Exhibits
--------------
(a) Powers of Attorney of the Board members and officers are
incorporated by reference to Other Exhibits (a) of Post-
Effective Amendment No. 31 to the Registration Statement on
Form N-1A, filed on January 29, 1999.
(b) Certificate of Secretary is incorporated by reference to
Other Exhibits (b) of Post-Effective Amendment No. 31 to
the Registration Statement on Form N-1A, filed on
January 29, 1999.
Item 24. Persons Controlled by or under Common Control with Registrant.
- ------- --------------------------------------------------------------
Not Applicable
Item 25. Indemnification
- ------- ---------------
Reference is made to Article SEVENTH of the Registrant's Articles of
Incorporation which are incorporated by reference to Exhibit (1)(a) to
Post-Effective Amendment No. 20 to the Registration Statement on Form
N-1A, filed March 29, 1995 and to Section 2-418 of the Maryland
General Corporation Law. The application of these provisions is
limited by Article VIII of the Registrant's By-Laws, as amended,
incorporated by reference to Exhibit (2) to Post-Effective Amendment
No. 30 to the Registration Statement on Form N-1A, filed on April 28,
1998, and by the following undertaking set forth in the rules
promulgated by the Securities and Exchange Commission:
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in such Act and is, therefore,
unenforceable. In the event that a claim of indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in such Act and will be
governed by the final adjudication of such issue.
Reference is also made to the Distribution Agreement which is
incorporated by reference to Exhibit 15(b) of Post-Effective
Amendment No. 30 to the Registration Statement on Form N-1A, filed
on April 28, 1998.
Item 26. 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 and
manager 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 for which Dreyfus acts as investment adviser,
sub-investment adviser or administrator. Dreyfus Investment Advisers,
Inc., another wholly-owned subsidiary, provides investment management
services to various pension plans, institutions and individuals.
<TABLE>
<CAPTION>
Officers and Directors of Investment Adviser
<S> <C> <C> <C>
Name and Position
With Dreyfus Other Businesses Position Held Dates
Christopher M. Condron Mellon Preferred Director 3/96 - 11/96
Chairman of the Board and Capital Corporation*
Chief Executive Officer
TBCAM Holdings, Inc.* President 10/97 - 6/98
Chairman 10/97 - 6/98
The Boston Company Chairman 1/98 - 6/98
Asset Management, LLC* President 1/98 - 6/98
The Boston Company President 9/95 - 1/98
Asset Management, Inc.* Chairman 4/95 - 1/98
Chief Executive Officer 4/95 - 4/97
Pareto Partners Partner Representative 11/95 - 5/97
271 Regent Street
London, England W1R 8PP
Franklin Portfolio Holdings, Inc.* Director 1/97 - Present
Franklin Portfolio
Associates Trust* Trustee 9/95 - 1/97
Certus Asset Advisors Corp.**
Director 6/95 - Present
The Boston Company of Director 6/95 - 4/96
Southern California Chief Executive Officer 6/95 - 4/96
Los Angeles, CA
Mellon Capital Management Director 5/95 - Present
Corporation***
Mellon Bond Associates, LLP+ Executive Committee 1/98 - Present
Member
Mellon Bond Associates+ Trustee 5/95 -1/98
Mellon Equity Associates, LLP+ Executive Committee 1/98 - Present
Member
Mellon Equity Associates+ Trustee 5/95 - 1/98
Boston Safe Advisors, Inc.* Director 5/95 - Present
President 5/95 - Present
Access Capital Strategies Corp. Director 5/95 - 1/97
124 Mount Auburn Street
Suite 200 North
Cambridge, MA 02138
Mellon Bank, N.A. + Chief Operating Officer 3/98 - Present
President 3/98 - Present
Vice Chairman 11/94 - Present
Mellon Bank Corporation+ Chief Operating Officer 1/99 - Present
President 1/99 - Present
Director 1/98 - Present
Vice Chairman 11/94 - 1/99
The Boston Company Financial Director 4/94- 8/96
Services, Inc.* President 4/94 - 8/96
The Boston Company, Inc.* Vice Chairman 1/94 - Present
Director 5/93 - Present
Laurel Capital Advisors, LLP+ Exec. Committee 1/98 - Present
Member
Laurel Capital Advisors+ Trustee 10/93 - 1/98
Boston Safe Deposit and Trust Chairman 3/93 - 2/96
Company of CA Chief Executive Officer 6/93 - 2/96
Los Angeles, CA Director 6/89 - 2/96
MY, Inc.* President 9/91 - 3/96
Director 9/91 - 3/96
Reco, Inc.* President 8/91 - 11/96
Director 8/91 - 11/96
Boston Safe Deposit and Trust Director 6/89 - 2/96
Company of NY
New York, NY
Boston Safe Deposit and Trust President 9/89 - 6/96
Company* Director 5/93 -Present
The Boston Company Financial President 6/89 - Present
Strategies, Inc. * Director 6/89 - Present
The Boston Company Financial President 6/89 - 1/97
Strategies Group, Inc. * Director 6/89- 1/97
Mandell L. Berman Self-Employed Real Estate Consultant, 11/74 - Present
Director 29100 Northwestern Highway Residential Builder and
Suite 370 Private Investor
Southfield, MI 48034
Burton C. Borgelt DeVlieg Bullard, Inc. Director 1/93 - Present
Director 1 Gorham Island
Westport, CT 06880
Mellon Bank Corporation+ Director 6/91 - Present
Mellon Bank, N.A. + Director 6/91 - Present
Dentsply International, Inc. Director 2/81 - Present
570 West College Avenue Chief Executive Officer 2/81 - 12/96
York, PA Chairman 3/89 - 1/96
Stephen E. Canter Dreyfus Investment Chairman of the Board 1/97 - Present
President, Chief Operating Advisors, Inc.++ Director 5/95 - Present
Officer, Chief Investment President 5/95 - Present
Officer, and Director
Founders Asset Management, LLC Acting Chief Executive 7/98 - 12/98
2930 East Third Ave. Officer
Denver, CO 80206
The Dreyfus Trust Company+++ Director 6/95 - Present
Thomas F. Eggers Dreyfus Service Corporation++ Executive Vice President 4/96 - Present
Vice Chairman - Institutional Director 9/96 - Present
and Director
Steven G. Elliott Mellon Bank Corporation+ Senior Vice Chairman 1/99 - Present
Director Chief Financial Officer 1/90 - Present
Vice Chairman 6/92 - 1/99
Treasurer 1/90 - 5/98
Mellon Bank, N.A.+ Senior Vice Chairman 3/98 - Present
Vice Chairman 6/92 - 3/98
Chief Financial Officer 1/90 - Present
Mellon EFT Services Corporation Director 10/98 - Present
Mellon Bank Center, 8th Floor
1735 Market Street
Philadelphia, PA 19103
Mellon Financial Services Director 1/96 - Present
Corporation #1 Vice President 1/96 - Present
Mellon Bank Center, 8th Floor
1735 Market Street
Philadelphia, PA 19103
Boston Group Holdings, Inc.* Vice President 5/93 - Present
APT Holdings Corporation Treasurer 12/87 - Present
Pike Creek Operations Center
4500 New Linden Hill Road
Wilmington, DE 19808
Allomon Corporation Director 12/87 - Present
Two Mellon Bank Center
Pittsburgh, PA 15259
Collection Services Corporation Controller 10/90 - Present
500 Grant Street Director 9/88 - Present
Pittsburgh, PA 15258 Vice President 9/88 - Present
Treasurer 9/88 - Present
Mellon Financial Company+ Principal Exec. Officer 1/88 - Present
Chief Financial Officer 8/87 - Present
Director 8/87 - Present
President 8/87 - Present
Mellon Overseas Investments Director 4/88 - Present
Corporation+ Chairman 7/89 - 11/97
President 4/88 - 11/97
Chief Executive Officer 4/88 - 11/97
Mellon International Investment Director 9/89 - 8/97
Corporation+
Mellon Financial Services Treasurer 12/87 - Present
Corporation # 5+
Lawrence S. Kash Dreyfus Investment Director 4/97 - Present
Vice Chairman Advisors, Inc.++
And Director
Dreyfus Brokerage Services, Inc. Chairman 11/97 - Present
401 North Maple Ave. Chief Executive Officer 11/97 - Present
Beverly Hills, CA
Dreyfus Service Corporation++ Director 1/95 - Present
President 9/96 - Present
Dreyfus Precious Metals, Inc.++ + Director 3/96 - 12/98
President 10/96 - 12/98
Dreyfus Service Director 12/94 - Present
Organization, Inc.++ President 1/97 - Present
Executive Vice President 12/94 - 1/97
Seven Six Seven Agency, Inc. ++ Director 1/97 - Present
Dreyfus Insurance Agency of Chairman 5/97 - Present
Massachusetts, Inc.++++ President 5/97 - Present
Director 5/97 - Present
The Dreyfus Trust Company+++ Chairman 1/97 - Present
President 2/97 - Present
Chief Executive Officer 2/97 - Present
Director 12/94 - Present
The Dreyfus Consumer Credit Chairman 5/97 - Present
Corporation++ President 5/97 - Present
Director 12/94 - Present
The Boston Company Advisors* Chairman 8/93 - 11/95
The Boston Company Advisors, Chairman 12/95 - Present
Inc. Chief Executive Officer 12/95 - Present
Wilmington, DE President 12/95 - Present
Cornice Acquisition Board of Managers 12/97 - Present
Company, LLC
Denver, CO
The Boston Company, Inc.* Director 5/93 - Present
President 5/93 - Present
Mellon Bank, N.A.+ Executive Vice President 2/92 - Present
Laurel Capital Advisors, LLP+ President 12/91 - Present
Executive Committee 12/91 - Present
Member
Boston Group Holdings, Inc.* Director 5/93 - Present
President 5/93 - Present
Martin G. McGuinn Mellon Bank Corporation+ Chairman 1/99 - Present
Director Chief Executive Officer 1/99 - Present
Director 1/98 - Present
Vice Chairman 1/90 - 1/99
Mellon Bank, N. A. + Chairman 3/98 - Present
Chief Executive Officer 3/98 - Present
Director 1/98 - Present
Vice Chairman 1/90 - 1/99
Mellon Leasing Corporation+ Vice Chairman 12/96 - Present
Mellon Bank (DE) National Director 4/89 - 12/98
Association
Wilmington, DE
Mellon Bank (MD) National Director 1/96 - 4/98
Association
Rockville, Maryland
Mellon Financial Vice President 9/86 - 10/97
Corporation (MD)
Rockville, Maryland
J. David Officer Dreyfus Service Corporation++ Executive Vice President 5/98 - Present
Vice Chairman
And Director Dreyfus Insurance Agency of Director 5/98 - Present
Massachusetts, Inc.++++
Seven Six Seven Agency, Inc.++ Director 10/98 - Present
Mellon Residential Funding Corp. + Director 4/97 - Present
Mellon Trust of Florida, N.A. Director 8/97 - Present
2875 Northeast 191st Street
North Miami Beach, FL 33180
Mellon Bank, NA+ Executive Vice President 7/96 - Present
The Boston Company, Inc.* Vice Chairman 1/97 - Present
Director 7/96 - Present
Mellon Preferred Capital Director 11/96 - Present
Corporation*
RECO, Inc.* President 11/96 - Present
Director 11/96 - Present
The Boston Company Financial President 8/96 - Present
Services, Inc.* Director 8/96 - Present
Boston Safe Deposit and Trust Director
Company* President 7/96 - Present
Executive Vice President 7/96 - 1/99
1/91 - 7/96
Mellon Trust of New York Director
1301 Avenue of the Americas 6/96 - Present
New York, NY 10019
Mellon Trust of California Director 6/96 - Present
400 South Hope Street
Suite 400
Los Angeles, CA 90071
Mellon Bank, N.A.+ Executive Vice President 2/94 - Present
Mellon United National Bank Director 3/98 - Present
1399 SW 1st Ave., Suite 400
Miami, Florida
Boston Group Holdings, Inc.* Director 12/97 - Present
Dreyfus Financial Services Corp. + Director 9/96 - Present
Dreyfus Investment Services Director 4/96 - Present
Corporation+
Richard W. Sabo Founders Asset Management LLC President 12/98 - Present
Director 2930 East Third Avenue Chief Executive Officer 12/98 - Present
Denver, CO. 80206
Prudential Securities Senior Vice President 07/91 - 11/98
New York, NY Regional Director 07/91 - 11/98
Richard F. Syron American Stock Exchange Chairman 4/94 - Present
Director 86 Trinity Place Chief Executive Officer 4/94 - Present
New York, NY 10006
Ronald P. O'Hanley Franklin Portfolio Holdings, Inc.* Director 3/97 - Present
Vice Chairman
TBCAM Holdings, Inc.* Chairman 6/98 - Present
Director 10/97 - Present
The Boston Company Asset Chairman 6/98 - Present
Management, LLC* Director 1/98 - 6/98
The Boston Company Asset Director 2/97 - 12/97
Management, Inc. *
Boston Safe Advisors, Inc. * Chairman 6/97 - Present
Director 2/97 - Present
Pareto Partners Partner Representative 5/97 - Present
271 Regent Street
London, England W1R 8PP
Mellon Capital Management Director 5/97 -Present
Corporation***
Certus Asset Advisors Corp.** Director 2/97 - Present
Mellon Bond Associates+ Trustee 2/97 - Present
Chairman 2/97 - Present
Mellon Equity Associates+ Trustee 2/97 - Present
Chairman 2/97 - Present
Mellon-France Corporation+ Director 3/97 - Present
Laurel Capital Advisors+ Trustee 3/97 - Present
McKinsey & Company, Inc. Partner 8/86 - 2/97
Boston, MA
Mark N. Jacobs Dreyfus Investment Director 4/97 -Present
General Counsel, Advisors, Inc.++ Secretary 10/77 - 7/98
Vice President, and
Secretary The Dreyfus Trust Company+++ Director 3/96 - Present
The TruePenny Corporation++ President 10/98 - Present
Director 3/96 - Present
Lion Management, Inc.++ Director 1/88 - 10/96
Vice President 1/88 - 10/96
Secretary 1/88 - 10/96
The Dreyfus Consumer Credit Secretary 4/83 - 3/96
Corporation++
Dreyfus Service Director 3/97 - Present
Organization, Inc.++ Assistant Secretary 4/83 -3/96
Major Trading Corporation++ Assistant Secretary 5/81 - 8/96
William H. Maresca The Dreyfus Trust Company+++ Director 3/97 - Present
Controller
Dreyfus Service Corporation++ Chief Financial Officer 12/98 - Present
Dreyfus Consumer Credit Corp.++ Treasurer 10/98 - Present
Dreyfus Investment Treasurer 10/98 - Present
Advisors, Inc. ++
Dreyfus-Lincoln, Inc. Vice President 10/98 - Present
4500 New Linden Hill Road
Wilmington, DE 19808
The TruePenny Corporation++ Vice President 10/98 - Present
Dreyfus Precious Metals, Inc.+++ Treasurer 10/98 - 12/98
The Trotwood Corporation++ Vice President 10/98 - Present
Trotwood Hunters Corporation++ Vice President 10/98 - Present
Trotwood Hunters Site A Corp. ++ Vice President 10/98 - Present
Dreyfus Transfer, Inc. Chief Financial Officer 5/98 - Present
One American Express Plaza,
Providence, RI 02903
Dreyfus Service Assistant Treasurer 3/93 - Present
Organization, Inc.++
Dreyfus Insurance Agency of Assistant Treasurer 5/98 - Present
Massachusetts, Inc.++++
William T. Sandalls, Jr. Dreyfus Transfer, Inc. Chairman 2/97 - Present
Executive Vice President One American Express Plaza,
Providence, RI 02903
Dreyfus Service Corporation++ Director 1/96 - Present
Treasurer 1/96 - 2/97
Executive Vice President 2/97 - Present
Chief Financial Officer 2/97 - 12/98
Dreyfus Investment Director 1/96 - Present
Advisors, Inc.++ Treasurer 1/96 - 10/98
Dreyfus-Lincoln, Inc. Director 12/96 - Present
4500 New Linden Hill Road President 1/97 - Present
Wilmington, DE 19808
Dreyfus Acquisition Corporation++ Director VP and CFO 1/96 - 8/96
Vice President 1/96 - 8/96
Chief Financial Officer 1/96 - 8/96
Lion Management, Inc.++ Director 1/96 - 10/96
President 1/96 - 10/96
Seven Six Seven Agency, Inc.++ Director 1/96 - 10/98
Treasurer 10/96 - 10/98
The Dreyfus Consumer Director 1/96 - Present
Credit Corp.++ Vice President 1/96 - Present
Treasurer 1/97 - 10/98
Dreyfus Partnership President 1/97 - 6/97
Management, Inc.++ Director 1/96 - 6/97
Dreyfus Service Organization, Director 1/96 - 6/97
Inc.++ Executive Vice President 1/96 - 6/97
Treasurer 10/96 - Present
Dreyfus Insurance Agency of Director 5/97 - Present
Massachusetts, Inc.++++ Treasurer 5/97 - Present
Executive Vice President 5/97 - Present
Major Trading Corporation++ Director 1/96 - 8/96
Treasurer 1/96 - 8/96
The Dreyfus Trust Company+++ Director 1/96 - 4/97
Treasurer 1/96 - 4/97
Chief Financial Officer 1/96 - 4/97
Dreyfus Personal Director 1/96 - 4/97
Management, Inc.++ Treasurer 1/96 - 4/97
Patrice M. Kozlowski None
Vice President - Corporate
Communications
Mary Beth Leibig None
Vice President -
Human Resources
Andrew S. Wasser Mellon Bank Corporation+ Vice President 1/95 - Present
Vice President -
Information Systems
Theodore A. Schachar Dreyfus Service Corporation++ Vice President -Tax 10/96 - Present
Vice President - Tax
Dreyfus Investment Advisors, Inc.++ Vice President - Tax 10/96 - Present
Dreyfus Precious Metals, Inc. +++ Vice President - Tax 10/96 - 12/98
Dreyfus Service Organization, Inc.++ Vice President - Tax 10/96 - Present
Wendy Strutt None
Vice President
Richard Terres None
Vice President
James Bitetto The TruePenny Corporation++ Secretary 9/98 - Present
Assistant Secretary
Dreyfus Service Corporation++ Assistant Secretary 8/98 - Present
Dreyfus Investment Assistant Secretary 7/98 - Present
Advisors, Inc.++
Dreyfus Service Assistant Secretary 7/98 - Present
Organization, Inc.++
Steven F. Newman Dreyfus Transfer, Inc. Vice President 2/97 - Present
Assistant Secretary One American Express Plaza Director 2/97 - Present
Providence, RI 02903 Secretary 2/97 - Present
Dreyfus Service Secretary 7/98 - Present
Organization, Inc.++ Assistant Secretary 5/98 - 7/98
- -------------------------------
* The address of the business so indicated is One Boston Place, Boston, Massachusetts, 02108.
** The address of the business so indicated is One Bush Street, Suite 450, San Francisco, California 94104.
*** The address of the business so indicated is 595 Market Street, Suite 3000, San Francisco, California 94105.
+ The address of the business so indicated is One Mellon Bank Center, Pittsburgh, Pennsylvania 15258.
++ The address of the business so indicated is 200 Park Avenue, New York, New York 10166.
+++ 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 53 State Street, Boston, Massachusetts 02109
</TABLE>
<PAGE>
Item 27. Principal Underwriters
- -------- ----------------------
(a) Other investment companies for which Registrant's principal
underwriter (exclusive distributor) acts as principal underwriter or exclusive
distributor:
1) Comstock Partners Funds, 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 GNMA Fund
7) Dreyfus BASIC Money Market Fund, Inc.
8) Dreyfus BASIC Municipal Fund, Inc.
9) Dreyfus BASIC U.S. Government Money Market Fund
10) Dreyfus California Intermediate Municipal Bond Fund
11) Dreyfus California Tax Exempt Bond Fund, Inc.
12) Dreyfus California Tax Exempt Money Market Fund
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) Dreyfus Florida Intermediate Municipal Bond Fund
18) Dreyfus Florida Municipal Money Market Fund
19) The Dreyfus Fund Incorporated
20) Dreyfus Global Bond Fund, Inc.
21) Dreyfus Global Growth Fund
22) Dreyfus GNMA Fund, Inc.
23) Dreyfus Government Cash Management Funds
24) Dreyfus Growth and Income Fund, Inc.
25) Dreyfus Growth and Value Funds, Inc.
26) Dreyfus Growth Opportunity Fund, Inc.
27) Dreyfus Debt and Equity Funds
28) Dreyfus Index Funds, Inc.
29) Dreyfus Institutional Money Market Fund
30) Dreyfus Institutional Preferred 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 Funds, Inc.
35) Dreyfus Investment Grade Bond Funds, Inc.
36) Dreyfus Investment Portfolios
37) The Dreyfus/Laurel Funds, Inc.
38) The Dreyfus/Laurel Funds Trust
39) The Dreyfus/Laurel Tax-Free Municipal Funds
40) Dreyfus LifeTime Portfolios, Inc.
41) Dreyfus Liquid Assets, Inc.
42) Dreyfus Massachusetts Intermediate Municipal Bond Fund
43) Dreyfus Massachusetts Municipal Money Market Fund
44) Dreyfus Massachusetts Tax Exempt Bond Fund
45) Dreyfus MidCap Index Fund
46) Dreyfus Money Market Instruments, Inc.
47) Dreyfus Municipal Bond Fund, Inc.
48) Dreyfus Municipal Cash Management Plus
49) Dreyfus Municipal Money Market Fund, Inc.
50) Dreyfus New Jersey Intermediate Municipal Bond Fund
51) Dreyfus New Jersey Municipal Bond Fund, Inc.
52) Dreyfus New Jersey Municipal Money Market Fund, Inc.
53) Dreyfus New Leaders Fund, Inc.
54) Dreyfus New York Insured Tax Exempt Bond Fund
55) Dreyfus New York Municipal Cash Management
56) Dreyfus New York Tax Exempt Bond Fund, Inc.
57) Dreyfus New York Tax Exempt Intermediate Bond Fund
58) Dreyfus New York Tax Exempt Money Market Fund
59) Dreyfus U.S. Treasury Intermediate Term Fund
60) Dreyfus U.S. Treasury Long Term Fund
61) Dreyfus 100% U.S. Treasury Money Market Fund
62) Dreyfus U.S. Treasury Short Term Fund
63) Dreyfus Pennsylvania Intermediate Municipal Bond Fund
64) Dreyfus Pennsylvania Municipal Money Market Fund
65) Dreyfus Premier California Municipal Bond Fund
66) Dreyfus Premier Equity Funds, Inc.
67) Dreyfus Premier International Funds, Inc.
68) Dreyfus Premier GNMA Fund
69) Dreyfus Premier Worldwide Growth Fund, Inc.
70) Dreyfus Premier Municipal Bond Fund
71) Dreyfus Premier New York Municipal Bond Fund
72) Dreyfus Premier State Municipal Bond Fund
73) Dreyfus Premier Value Fund
74) Dreyfus Short-Intermediate Government Fund
75) Dreyfus Short-Intermediate Municipal Bond Fund
76) The Dreyfus Socially Responsible Growth Fund, Inc.
77) Dreyfus Stock Index Fund, Inc.
78) Dreyfus Tax Exempt Cash Management
79) The Dreyfus Third Century Fund, Inc.
80) Dreyfus Treasury Cash Management
81) Dreyfus Treasury Prime Cash Management
82) Dreyfus Variable Investment Fund
83) Dreyfus Worldwide Dollar Money Market Fund, Inc.
84) Founders Funds, Inc.
85) General California Municipal Bond Fund, Inc.
86) General California Municipal Money Market Fund
87) General Government Securities Money Market Fund, Inc.
88) General Money Market Fund, Inc.
88) General Municipal Bond Fund, Inc.
90) General Municipal Money Market Funds, Inc.
91) General New York Municipal Bond Fund, Inc.
92) General New York Municipal Money Market Fund
(b)
Positions and
Name and principal Positions and offices with offices with
business address the Distributor Registrant
- ------------------ --------------------------- -------------
Marie E. Connolly+ Director, President, Chief President and
Executive Officer and Chief Treasurer
Compliance Officer
Joseph F. Tower, III+ Director, Senior Vice President, Vice President
Treasurer and Chief Financial and Assistant
Officer Treasurer
Mary A. Nelson+ Vice President Vice President
and Assistant
Treasurer
Jean M. O'Leary+ Assistant Vice President, None
Assistant Secretary and
Assistant Clerk
William J. Nutt+ Chairman of the Board None
Patrick W. McKeon+ Vice President None
Joseph A. Vignone+ Vice President None
- --------------------------------
+ Principal business address is 60 State Street, Boston, Massachusetts 02109.
<PAGE>
Item 28. Location of Accounts and Records
- ------- --------------------------------
1. First Data Investor Services Group, Inc.,
a subsidiary of First Data Corporation
P.O. Box 9671
Providence, Rhode Island 02940-9671
2. The Bank of New York
90 Washington Street
New York, New York 10286
3. Dreyfus Transfer, Inc.
P.O. Box 9671
Providence, Rhode Island 02940-9671
4. The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Item 29. Management Services
- ------- -------------------
Not Applicable
Item 30. Undertakings
- ------- ------------
None
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement under Rule
485(b) under the Securities Act of 1933 and 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
28th day of April, 1999.
GENERAL MUNICIPAL MONEY MARKET FUNDS, INC.
--------------------------------------------
(Registrant)
BY: /s/Marie E. Connolly*
----------------------------
Marie E. Connolly, PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
Signature Title Date
- -------------------------- ------------------- ----------
/s/ Marie E. Connolly* President and Treasurer (Principal 4/28/99
- --------------------- Executive Officer)
Marie E. Connolly
/s/ Joseph F. Tower, III* Vice President and Assistant 4/28/99
- ------------------------ Treasurer (Principal Financial
Joseph F. Tower, III and Accounting Officer)
/s/ Joseph S. DiMartino* Chairman of the Board 4/28/99
- ------------------------
Joseph S. DiMartino
/s/ Clifford L. Alexander, Jr.* Board Member 4/28/99
- -----------------------------
Clifford L. Alexander, Jr.
/s/ Peggy C. Davis* Board Member 4/28/99
- --------------------------
Peggy C. Davis
/s/ Ernest Kafka* Board Member 4/28/99
- --------------------------
Ernest Kafka
/s/ Saul B. Klaman* Board Member 4/28/99
- --------------------------
Saul B. Klaman
/s/ Nathan Leventhal* Board Member 4/28/99
- ---------------------------
Nathan Leventhal
*BY: /s/ Stephanie D. Pierce
----------------------------------
Stephanie D. Pierce,
Attorney-in-Fact
<PAGE>
GENERAL MUNICIPAL MONEY MARKET FUNDS, INC.
Post-Effective Amendment No. 33 to
Registration Statement on Form N-1A
INDEX TO EXHIBITS
23(h)(2) Shareholder Services Plan
23(j) Consent of Independent Auditors
23(n)(2) Distribution Plan
23(o) Rule 18f-3 Plan
EXHIBIT 23(h)(2)
GENERAL MUNICIPAL MONEY MARKET FUNDS, INC.
SHAREHOLDER SERVICES PLAN
(CLASSES B AND X 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 under the Conduct
Rules of the National Association of Securities Dealers, Inc.
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 set
forth on Exhibit A 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 Amended: April 14, 1999
Dated: January 11, 1995
Amended: April 14, 1999
<PAGE>
EXHIBIT A
Fee as a Percentage of
Name of Series And/or Class Average Daily Net Assets
General Minnesota Municipal Money Market Fund
Class B .25%
General Municipal Money Market Fund
Class B .25%
Class X .25%
EXHIBIT 23(j)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Financial Highlights"
and "Counsel and Independent Auditors" and to the use of our report dated
January 5, 1999, which is incorporated by reference, in this Registration
Statement (Form N-1A No. 2-77767) of General Municcipal Money Market Funds, Inc.
ERNST & YOUNG LLP
New York, New York
April 27, 1999
EXHIBIT 23(n)(2)
GENERAL MUNICIPAL MONEY MARKET FUNDS, INC.
DISTRIBUTION PLAN
(CLASS X 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"). The Plan would pertain to each series of the Fund and class of Fund
shares set forth on Exhibit A hereto, as such Exhibit may be revised from time
to time (each, a "Class"). Under the Plan, the Fund would pay the Fund's
distributor (the "Distributor") for distributing shares of each Class. 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 attributable to each Class 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 shareholders
of each Class.
THE PLAN: The material aspects of this Plan are as follows:
1. The Fund shall pay to the Distributor for distribution a fee in respect
of each Class at the annual rate set forth on Exhibit A.
2. For the purposes of determining the fees payable under this Plan, the
value of the Fund's net assets attributable to each Class shall be computed in
the manner specified in the Fund's charter documents as then in effect for the
computation of the value of the Fund's net assets attributable to such Class.
3. 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.
4. As to each Class, this Plan will become effective 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. As to each Class, 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. As to each Class, this Plan may be amended at any time by the Fund's
Board, provided that (a) any amendment to increase materially the costs which
such Class may bear pursuant to this Plan shall be effective only upon approval
by a vote of the holders of a majority of the outstanding shares of such Class,
and (b) any material amendments of the terms of this Plan shall become effective
only upon approval as provided in paragraph 4 hereof.
7. As to each Class, 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
outstanding shares of such Class.
Dated: April 14, 1999
<PAGE>
EXHIBIT A
Fee as a Percentage of
NAME OF SERIES AND/OR CLASS AVERAGE DAILY NET ASSETS
General Municipal Money Market Fund
Class X .25%
EXHIBIT 23(o)
THE DREYFUS FAMILY OF FUNDS
(GENERAL FAMILY OF FUNDS)
RULE 18F-3 PLAN
Rule 18f-3 under the Investment Company Act of 1940, as amended (the "1940
Act"), requires that the Board of an investment company desiring to offer
multiple classes pursuant to said Rule adopt a plan setting forth the separate
arrangement and expense allocation of each class, and any related conversion
features or exchange privileges.
The Board, including a majority of the non-interested Board members, of
each of the investment companies, or series thereof, listed on Schedule A
attached hereto (each, a "Fund") which desires to offer multiple classes has
determined that the following plan is in the best interests of each class
individually and the Fund as a whole:
1. CLASS DESIGNATION: Fund shares shall be divided into Class A, Class B
and Class X, except as otherwise indicated on Schedule A attached hereto.
2. DIFFERENCES IN SERVICES: The services offered to shareholders of each
Class shall be substantially the same, except for certain services provided to
each Class pursuant to separate plans adopted by the Fund's Board and except
that the Automatic Withdrawal Plan and the Checkwriting Privilege shall be
available only to holders of Class A or Class B shares.
3. DIFFERENCES IN DISTRIBUTION ARRANGEMENTS: Shares of each Class shall be
offered at net asset value.
Class A shares of each Fund listed on Schedule B attached hereto shall be
subject to annual payments for distributing Class A shares and servicing
shareholder accounts at the rate of up to .20% of the value of the average daily
net assets of Class A pursuant to a Service Plan adopted in accordance with Rule
12b-1 under the 1940 Act.
Class B shares of each Fund shall be subject to annual payments for
distributing Class B shares at the rate of up to .20% of the value of the
average daily net assets of Class B pursuant to a Distribution Plan adopted in
accordance with Rule 12b-1 under the 1940 Act. Class B shares shall be charged
directly for sub-accounting services at the annual rate of .05% of the value of
the average daily net assets of Class B.
Class X shares of each Fund offering such Class shall be subject to a
contingent deferred sales charge (a "CDSC"), as such term is defined under the
Conduct Rules of the National Association of Securities Dealers, Inc. (the
"NASD"), and to payments for distributing Class X shares at the rate of .25% of
the value of the average daily net assets of Class X pursuant to a Distribution
Plan adopted in accordance with Rule 12b-1 under the 1940 Act. The amount of and
provisions relating to the CDSC are set forth on Schedule C attached hereto.
Each Class of shares shall be subject to a separate Shareholder Services
Plan. Under the respective Shareholder Services Plan, Class A shares shall be
subject to payments in an amount not to exceed an annual rate of .25% of the
value of the average daily net assets of Class A, and each of Class B and Class
X shares shall be subject to an annual service fee at the rate of .25% of the
value of the average daily net assets of Class B and Class X, respectively. The
fee payable pursuant to each Shareholder Services Plan is intended to be a
"service fee" as defined under the Conduct Rules of the NASD.
4. EXPENSE ALLOCATION: The following expenses shall be allocated, to the
extent practicable, on a Class-by- Class basis: (a) fees under the Service Plan,
if any, Distribution Plans and Shareholder Services Plans; (b) printing and
postage expenses related to preparing and distributing materials, such as
shareholder reports, prospectuses and proxies, to current shareholders of a
specific Class; (c) Securities and Exchange Commission and Blue Sky registration
fees incurred by a specific Class; (d) the expense of administrative personnel
and services as required to support the shareholders of a specific Class; (e)
litigation or other legal expenses relating solely to a specific Class; (f)
transfer agent fees identified by the Fund's transfer agent as being
attributable to a specific Class; and (g) Board members' fees incurred as a
result of issues relating to a specific Class.
5. EXCHANGE PRIVILEGES: Class X shares of a Fund shall be exchangeable only
for Class X shares of another Fund or for Class B shares of a Dreyfus Premier
fund. Shares of each other Class shall be exchangeable only for shares of
certain other investment companies specified from time to time.
Dated: July 19, 1995
Amended: April 14, 1999
<PAGE>
SCHEDULE A
General California Municipal Money Market Fund
Class A
Class B
General Government Securities Money Market Fund, Inc.
Class A
Class B
General Money Market Fund, Inc.
Class A
Class B
Class X
General Municipal Money Market Funds, Inc.
--General Minnesota Municipal Money Market Fund
Class A
Class B
--General Municipal Money Market Fund
Class A
Class B
Class X
General New York Municipal Money Market Fund
Class A
Class B
<PAGE>
SCHEDULE B
General Government Securities Money Market Fund, Inc.
General Money Market Fund, Inc.
<PAGE>
SCHEDULE C
CONTINGENT DEFERRED SALES CHARGE--CLASS X SHARES--A CDSC payable to the Fund's
Distributor shall be imposed on any redemption of Class X shares which reduces
the current net asset value of such Class X shares to an amount which is lower
than the dollar amount of all payments by the redeeming shareholder for the
purchase of Class X shares of the Fund held by such shareholder at the time of
redemption. No CDSC shall be imposed to the extent that the net asset value of
the Class X shares redeemed does not exceed (i) the current net asset value of
Class X shares acquired through reinvestment of dividends or capital gain
distributions, plus (ii) increases in the net asset value of the shareholder's
Class X shares above the dollar amount of all payments for the purchase of Class
X shares of the Fund held by such shareholder at the time of redemption.
If the aggregate value of the Class X shares redeemed has declined below
their original cost as a result of the Fund's performance, a CDSC may be applied
to the then-current net asset value rather than the purchase price.
In circumstances where the CDSC is imposed, the amount of the charge shall
depend on the number of years from the time the shareholder purchased the Class
X shares until the time of redemption of such shares. Solely for purposes of
determining the number of years from the time of any payment for the purchase of
Class X shares, all payments during a month shall be aggregated and deemed to
have been made on the first day of the month. The following table sets forth the
rates of the CDSC:
CDSC as a % of
Year Since Amount Invested
Purchase Payment or Redemption
was Made Proceeds
- -------- ---------------
First................................................ 4.00
Second............................................... 4.00
Third................................................ 3.00
Fourth............................................... 3.00
Fifth................................................ 2.00
Sixth................................................ 1.00
In determining whether a CDSC is applicable to a redemption, the
calculation shall be made in a manner that results in the lowest possible rate.
Therefore, it shall be assumed that the redemption is made first of amounts
representing shares acquired pursuant to the reinvestment of dividends and
distributions; then of amounts representing the increase in net asset value of
Class X shares above the total amount of payments for the purchase of Class X
shares made during the preceding six years; then of amounts representing the
cost of shares purchased six years prior to the redemption; and finally, of
amounts representing the cost of shares held for the longest period of time
within the applicable six-year period.
WAIVER OF CDSC--The CDSC shall be waived in connection with (a) redemptions made
within one year after the death or disability, as defined in Section 72(m)(7) of
the Internal Revenue Code of 1986, as amended (the "Code"), of the shareholder,
(b) redemptions by employees participating in qualified or non- qualified
employee benefit plans or other programs where (i) the employers or affiliated
employers maintaining such plans or programs have a minimum of 250 employees
eligible for participation in such plans or programs, or (ii) such plan's or
program's aggregate investment in the Dreyfus Family of Funds or certain other
products made available by the Fund's Distributor exceeds one million dollars,
(c) redemptions as a result of a combination of any investment company with the
Fund by merger, acquisition of assets or otherwise, (d) a distribution following
retirement under a tax-deferred retirement plan or upon attaining age 70-1/2 in
the case of an IRA or Keogh plan or custodial account pursuant to Section 403(b)
of the Code, and (e) redemptions pursuant to any systematic withdrawal plan as
described in the Fund's prospectus. Any Fund shares subject to a CDSC which were
purchased prior to the termination of such waiver shall have the CDSC waived as
provided in the Fund's prospectus at the time of the purchase of such shares.
