SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
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GENERAL CALIFORNIA MUNICIPAL MONEY MARKET FUND
GENERAL MUNICIPAL MONEY MARKET FUNDS, INC.
GENERAL NEW YORK MUNICIPAL MONEY MARKET FUND
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
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PRELIMINARY COPY
GENERAL CALIFORNIA MUNICIPAL MONEY MARKET FUND
GENERAL MUNICIPAL MONEY MARKET FUND
GENERAL NEW YORK MUNICIPAL MONEY MARKET FUND
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NOTICE OF A JOINT SPECIAL MEETING OF SHAREHOLDERS
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To the Shareholders:
A Joint Special Meeting of Shareholders of each investment company named
above (each, a "Fund" and, collectively, the "Funds") will be held at the
offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor, Room G, New
York, New York, on Wednesday, July 28, 1999 at 10:00 a.m., for the following
purposes:
1. To approve a change to each Fund's management policies and certain
corresponding changes to the Fund's investment restrictions.
2. To approve certain other changes to each Fund's investment restrictions.
3. To transact such other business as may properly come before the meeting,
or any adjournment or adjournments thereof.
Shareholders of record at the close of business on May 14, 1999 will be
entitled to receive notice of and to vote at the meeting.
By Order of the Board
Margaret W. Chambers
Secretary
New York, New York
May 21, 1999
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WE NEED YOUR PROXY VOTE IMMEDIATELY
A SHAREHOLDER MAY THINK HIS OR HER VOTE IS NOT IMPORTANT, BUT IT IS VITAL. BY
LAW, THE MEETING OF SHAREHOLDERS OF A FUND WILL HAVE TO BE ADJOURNED WITHOUT
CONDUCTING ANY BUSINESS IF LESS THAN A QUORUM IS REPRESENTED. IN THAT EVENT, THE
AFFECTED FUND WOULD CONTINUE TO SOLICIT VOTES IN AN ATTEMPT TO ACHIEVE A QUORUM.
CLEARLY, YOUR VOTE COULD BE CRITICAL TO ENABLE YOUR FUND TO HOLD THE MEETING AS
SCHEDULED, SO PLEASE RETURN YOUR PROXY CARD IMMEDIATELY. YOU AND ALL OTHER
SHAREHOLDERS WILL BENEFIT FROM YOUR COOPERATION.
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PRELIMINARY COPY
GENERAL CALIFORNIA MUNICIPAL MONEY MARKET FUND
GENERAL MUNICIPAL MONEY MARKET FUND
MUNICIPAL MONEY MARKET FUND
COMBINED PROXY STATEMENT
A JOINT SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON WEDNESDAY, JULY 28, 1999
This proxy statement is furnished in connection with a solicitation of
proxies by the Board of each of General California Municipal Money Market Fund
("California Municipal Fund"), General Municipal Money Market Fund ("National
Municipal Fund") and General New York Municipal Money Market Fund ("New York
Municipal Fund") (each, a "Fund" and, collectively, the "Funds") to be used at
the Special Meeting of Shareholders (the "Meeting") of each Fund to be held on
Wednesday, July 28, 1999 at 10:00 a.m., at the offices of The Dreyfus
Corporation, 200 Park Avenue, 7th Floor, Room G, New York, New York, for the
purposes set forth in the accompanying Notice of Special Meetings of
Shareholders. Shareholders of record at the close of business on May 14, 1999
are entitled to receive notice of and to vote at the Meeting. Shareholders are
entitled to one vote for each Fund share held and fractional votes for each
fractional Fund share held. Shareholders can vote only on matters affecting the
Fund(s) of which they are shareholders. Shares represented by executed and
unrevoked proxies will be voted in accordance with the specifications made
thereon. If any enclosed form of proxy is executed and returned, it nevertheless
may be revoked by another proxy or by letter or telegram directed to the
relevant Fund, which must indicate the shareholder's name and account number. To
be effective, such revocation must be received before the Meeting. In addition,
any shareholder who attends the Meeting in person may vote by ballot at the
Meeting, thereby canceling any proxy previously given.
As of April 14, 1999, the Funds had outstanding the following number of
shares:
FUND NUMBER OF SHARES OUTSTANDING
California Municipal Fund 400,903,507.27
National Municipal Fund 653,232,182.06
New York Municipal Fund 440,602,513.57
It is estimated that proxy materials will be mailed to shareholders of
record on or about May 21, 1999. The principal executive offices of each Fund
are located at 200 Park Avenue, New York, New York 10166. COPIES OF EACH FUND'S
MOST RECENT ANNUAL AND SEMIANNUAL REPORTS ARE AVAILABLE UPON REQUEST, WITHOUT
CHARGE, BY WRITING TO THE RELEVANT FUND AT 144 GLENN CURTISS BOULEVARD,
UNIONDALE, NEW YORK 11556-0144, OR BY CALLING TOLL- FREE 1-800-645-6561.
PROPOSAL 1: TO APPROVE A CHANGE TO EACH FUND'S MANAGEMENT
POLICIES AND CERTAIN CORRESPONDING CHANGES TO
THE FUND'S INVESTMENT RESTRICTIONS
INTRODUCTION
Each Fund seeks to achieve its investment goal by investing at
least 80% of its assets (except when maintaining a temporary defensive position)
in municipal obligations that provide income exempt from federal income tax
("Municipal Obligations"). From time to time, on a temporary basis other than
for temporary defensive purposes (but not to exceed 20% of the Fund's assets) or
for temporary defensive purposes, each Fund may invest in taxable money market
instruments ("Taxable Investments"). As a fundamental policy, each Fund may
invest only in Municipal Obligations and Taxable Investments as described in the
Fund's prospectus and statement of additional information.
Currently, an investor's purchase order for Fund shares is effective on a
given day and the shares receive the dividend on Fund shares declared that day,
if the order is received by the Fund in proper form by 12:00 Noon, Eastern time.
Some shareholders of the Funds have expressed their desire to be able to place
purchase orders for Fund shares after 12:00 Noon, Eastern time, on a business
day, which would be effective on that day. In response, each Fund's Board
instructed The Dreyfus Corporation ("Dreyfus"), each Fund's investment adviser,
to determine if extending the cut-off time for effective purchase orders would
be feasible from a portfolio management perspective. Although Dreyfus concluded
that extending the cut-off time for effective purchase orders would be feasible,
it also advised the Board that it would be able to invest more effectively any
assets received by the Funds after 12:00 Noon, Eastern time, on a given day if
the Funds' permissible investments are broadened to include shares of other
investment companies and certain derivatives, such as structured notes,
described below. Accordingly, each Fund's Board has determined to extend the
time for receiving effective purchase orders to 2:00 p.m., Eastern time, and to
recommend that the Funds be permitted to invest in the shares of other
investment companies and structured notes. A Fund would invest in such
securities typically when it has an influx of cash resulting from purchase
orders received late in the day. Generally, there is a limited supply of
acceptable securities available late in the day for municipal money market
funds, such as the Funds, to purchase. By expanding the universe of securities
each Fund may purchase, the Fund's portfolio managers will be given the
opportunity to invest more efficiently cash received from late day purchase
orders in accordance with the Fund's investment objective.
This Proposal involves (i) eliminating the restriction limiting a Fund's
investments to Municipal Obligations and Taxable Investments and (ii) revising
the restriction prohibiting, except in certain limited circumstances, a Fund
from investing in the shares of other investment companies. This Proposal does
NOT involve any change to a Fund's investment objective, the requirement that
the Fund invest at least 80% of its assets in Municipal Obligations or the
limitations on purchasing Taxable Investments. Each Fund also will continue to
operate as a money market fund and be required to meet the strict federal
requirements governing money market funds.
To enable each Fund to broaden its permissible investments as described
above, the Fund's Board, at a meeting held on April 14, 1999, unanimously
approved changes in the Fund's fundamental policies and investment restrictions
and directed that this Proposal be submitted to shareholders for their approval.
A fundamental policy of a Fund cannot be changed without approval by the holders
of a majority (as defined in the Investment Company Act of 1940, as amended (the
"1940 Act")) of the Fund's outstanding voting shares.
ADDITIONAL PORTFOLIO SECURITIES
If this Proposal is approved, each Fund would be permitted to invest in the
following additional securities:
o INVESTMENT COMPANY SECURITIES. The Fund would be permitted to invest, to
the extent permitted under the 1940 Act, in securities of other investment
companies which principally invest in securities of the type in which the Fund
invests. Under the 1940 Act, the Fund's investment in such securities, subject
to certain exceptions, currently is limited to (i) 3% of the total voting stock
of any one investment company, (ii) 5% of the Fund's total assets with respect
to any one investment company and (iii) 10% of the Fund's total assets in the
aggregate. Investments in the securities of investment companies may involve
duplication of advisory fees and certain other expenses.
o STRUCTURED NOTES. The Fund would be permitted to invest in structured
notes. These securities are derivative instruments whose value is tied to
underlying Municipal Obligations.
Structured notes typically are purchased in privately negotiated
transactions from financial institutions. A number of different arrangements are
possible. Some notes may have characteristics typical of an auction rate
security where at specified intervals the interest rate on the note is adjusted,
and ownership changes, based on an auction mechanism. The interest rate on such
notes generally is below the coupon rate of the underlying Municipal Obligations
and generally is at a level comparable to that of a Municipal Obligation of
similar quality and having a maturity equal to the period between interest rate
adjustments. Others are similar to variable and floating rate securities, and
others can be issued with fixed rates. When the Fund purchases a structured
note, it will make a payment of principal to the counterparty. Some structured
notes have a guaranteed repayment of principal while others place a portion (or
all) of the principal at risk. The possibility of default by the counterparty or
its credit provider may be greater for structured notes than for other types of
money market instruments.
The Fund will purchase structured notes rated in one of the two highest
rating categories for debt obligations by at least two nationally recognized
statistical rating organizations (or one rating organization if the instrument
was rated by only one such organization) or, if unrated, determined to be of
comparable quality pursuant to procedures established by the Fund's Board. In
addition, Dreyfus will monitor the liquidity of structured notes purchased and
notes determined to be illiquid will be aggregated with other illiquid
securities and subject to the limitation that no more than 10% of the Fund's
assets be invested in illiquid securities.
CORRESPONDING CHANGES IN INVESTMENT RESTRICTIONS
Set forth below is a description of each Fund's investment restrictions
proposed to be deleted or changed under this Proposal.
o The Investment Restriction which prohibits the Fund from purchasing
securities other than Municipal Obligations and Taxable Investments, would be
deleted. This is Investment Restriction No. 1 for each Fund.
O The Investment Restriction which prohibits the Fund from investing in
securities of other investment companies, except as they may be acquired as part
of a merger, consolidation or acquisition of assets, would be amended to
prohibit the Fund from purchasing securities of other investment companies,
except to the extent permitted under the 1940 Act, and would be designated as a
non-fundamental policy. Non-fundamental policies may be changed by vote of the
Fund's Board members at any time. This is Investment Restriction No. 9 for the
California Municipal Fund and New York Municipal Fund and Investment Restriction
No. 11 for the National Municipal Fund.
VOTE REQUIRED AND BOARD'S RECOMMENDATION
For each Fund, approval of this Proposal requires the affirmative vote of
(a) 67% of the Fund's outstanding voting securities present at the Meeting, if
the holders of more than 50% of the Fund's outstanding voting securities are
present or represented by proxy, or (b) more than 50% of the Fund's outstanding
voting securities, whichever is less. EACH FUND'S BOARD, INCLUDING THE
"NON-INTERESTED" BOARD MEMBERS, RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" PROPOSAL
1 TO CHANGE THE FUND'S MANAGEMENT POLICIES AND CERTAIN OF THE FUND'S INVESTMENT
RESTRICTIONS.
PROPOSAL 2: TO APPROVE CERTAIN OTHER CHANGES TO EACH FUND'S
INVESTMENT RESTRICTIONS
INTRODUCTION
Management of each Fund believes it appropriate to modify certain
investment restrictions (which are fundamental policies) and change certain
fundamental policies to non- fundamental policies. The 1940 Act requires that a
relatively limited number of investment policies and restrictions be designated
as fundamental policies that may not be changed without shareholder approval.
These policies relate to (a) the classification and subclassification under the
1940 Act within which the Fund may operate, (b) borrowing money, (c) issuing
senior securities, (d) engaging in the business of underwriting securities
issued by other persons, (e) concentrating investments in a particular industry
or group of industries, (f) purchasing and selling real estate or commodities,
(g) making loans to other persons, and (h) changing the nature of the business
so as to cease to be an investment company. When the Funds were formed, each
Fund's Board designated a number of other policies as fundamental, in large part
in response to certain regulatory requirements (e.g., state regulatory
requirements that have since been repealed or are no longer applicable as a
result of the passage of the National Securities Markets Improvement Act of
1996) or business or industry conditions that no longer exist, and adopted
certain restrictions now believed to be unduly restrictive.
Accordingly, the Board of each Fund authorized a review of the Fund's
investment restrictions in order to: (i) modernize the Fund's policies that are
required to be fundamental and make them consistent with those of other
investment companies advised by Dreyfus, (ii) reclassify as non-fundamental any
policies that are not required to be fundamental under the 1940 Act and (iii)
eliminate certain policies previously required under state securities laws that
are no longer in effect. Non-fundamental policies can be changed by vote of a
majority of a Fund's Board members at any time without shareholder approval,
subject to compliance with applicable Securities and Exchange Commission ("SEC")
disclosure requirements.
Under the proposed investment restrictions, the Funds will continue to
comply with all current regulatory requirements. The proposed fundamental
investment restrictions cover those areas which the 1940 Act requires an
investment company to have a fundamental restriction. They satisfy current
regulatory requirements and are written to provide flexibility to respond to
future legal, regulatory, market or technical changes. The proposed changes will
not affect any Fund's investment objective.
CHANGES IN INVESTMENT RESTRICTIONS
NATIONAL MUNICIPAL FUND
Investment Restriction No. 2, proposed to be renumbered as Investment
Restriction No. 1, which prohibits the Fund from borrowing 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, would be amended to permit the Fund
to borrow to the extent permitted under the 1940 Act. Under the 1940 Act, an
investment company is permitted to borrow in an amount up to 33-1/3% of the
value of its total assets. However, the Fund currently intends to borrow money
only for temporary or emergency (not leveraging) purposes, in an amount up to
15% of the value of its total assets. (Item 2A on the proxy card.)
Investment Restriction No. 3, proposed to be renumbered as Investment
Restriction No. 8, which prohibits the Fund from pledging, hypothecating,
mortgaging or otherwise encumbering its assets, except to secure borrowings for
temporary or emergency purposes, would be amended to permit the Fund to pledge,
hypothecate, mortgage or otherwise encumber its assets to the extent necessary
to secure permitted borrowings and in connection with the purchase of securities
on a when-issued or forward commitment basis. This Investment Restriction would
be designated as a non-fundamental policy. (Item 2B on the proxy card.)
Investment Restriction No. 4, which prohibits the Fund from selling
securities short or purchasing securities on margin, would be numbered
Investment Restriction No. 9 and would be designated as a non-fundamental
policy. (Item 2C on the proxy card.)
Investment Restriction No. 5, proposed to be renumbered as Investment
Restriction No. 2, which prohibits the Fund from acting as underwriter of
securities of other issuers, would be amended to clarify that this prohibition
does not apply to the extent the Fund may be deemed an underwriter by virtue of
disposing of its portfolio securities. Without this amendment, the Fund could be
unnecessarily restricted in its ability to dispose of certain portfolio
securities. (Item 2D on the proxy card.)
Investment Restriction No. 7, proposed to be renumbered as Investment
Restriction No. 4, which prohibits the Fund from making loans to others except
through the purchase of qualified debt obligations and the entry into repurchase
agreements, would be amended to permit the Fund to lend its portfolio securities
or make loans to others in an amount up to 33-1/3% of its total assets (the
amount permitted under the 1940 Act). The Fund has no current intention of
lending its portfolio securities or making such loans to others. (Item 2E on the
proxy card.)
Investment Restriction No. 10, which prohibits the Fund from purchasing
more than 10% of the voting securities of any issuer or investing in companies
for the purpose of exercising control, would be split into two separate
investment restrictions--one, prohibiting the Fund from purchasing more than 10%
of the voting securities of any issuer, would be numbered Investment Restriction
No. 6 and amended to state that such restriction applies only with respect to
75% of the Fund's assets. (Item 2F on the proxy card.) The other, prohibiting
the Fund from investing in companies for the purpose of exercising control,
would be designated as a non- fundamental policy. (Item 2G on the proxy card.)
The Fund's other Investment Restrictions would not be amended, although
they may be renumbered as set forth below.
If each proposal is approved by shareholders, the National Municipal Fund's
Investment Restrictions would read as follows (new language is underscored and
language to be deleted is in brackets):
[1. Purchase securities other than Municipal Obligations and Taxable
Investments as those terms are defined above and in the Prospectus.] [TO BE
DELETED ONLY IF PROPOSAL 1 IS APPROVED]
1[2]. Borrow money, except TO THE EXTENT PERMITTED UNDER THE 1940 ACT
(WHICH CURRENTLY LIMITS BORROWING TO NO MORE THAN 33-1/3% OF THE VALUE OF THE
FUND'S TOTAL ASSETS) [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].
2[5]. ACT AS UNDERWRITER OF [Underwrite the] securities of other issuers,
except [that] (I) 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, AND (II) TO THE EXTENT
THE FUND MAY BE DEEMED AN UNDERWRITER UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, BY VIRTUE OF DISPOSING OF PORTFOLIO SECURITIES.
3[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.
4[7]. LEND ANY SECURITY OR make loans to others IF, AS A RESULT, MORE THAN
33-1/3% OF ITS TOTAL ASSETS WOULD BE LENT TO OTHERS, except THAT THIS LIMITATION
DOES NOT APPLY TO [through] the purchase of qualified debt obligations and the
entry into repurchase agreements [referred to above and in the Prospectus].
5[9]. Invest more than 25% of its assets in the securities of issuers in
any single industry; provided that there shall be no limitation on the purchase
of Municipal Obligations and, for defensive purposes, securities issued by banks
and obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities.
6[10]. Purchase more than 10% of the voting securities of any issuer [or
invest in companies for the purpose of exercising control]. THIS RESTRICTION
APPLIES ONLY WITH RESPECT TO 75% OF THE FUND'S TOTAL ASSETS.
7[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.
8[3]. Pledge, hypothecate, mortgage or otherwise encumber its assets,
except to THE EXTENT NECESSARY TO SECURE PERMITTED BORROWINGS AND IN CONNECTION
WITH THE PURCHASE OF SECURITIES ON A WHEN-ISSUED OR FORWARD COMMITMENT BASIS
[secure borrowings for temporary or emergency purposes].
9[4]. Sell securities short or purchase securities on margin.
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 TO THE
EXTENT PERMITTED UNDER THE 1940 ACT [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.]
[TO BE CHANGED ONLY IF PROPOSAL 1 IS APPROVED]
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.
Investment Restrictions numbered 1 through 7 would be fundamental policies
that the National Municipal Fund could not change without approval by the
holders of a majority (as defined in the 1940 Act) of the Fund's outstanding
voting securities. Investment Restrictions numbered 8 through 12 would not be
fundamental policies and could be changed by vote of a majority of the National
Municipal Fund's Board members at any time.
CALIFORNIA MUNICIPAL FUND AND NEW YORK MUNICIPAL FUND
Investment Restriction No. 2, proposed to be renumbered as Investment
Restriction No. 1, which prohibits the Fund from borrowing 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, would be amended to permit the Fund
to borrow to the extent permitted under the 1940 Act. Under the 1940 Act, an
investment company is permitted to borrow in an amount up to 33-1/3% of the
value of its total assets. However, the Fund currently intends to borrow money
only for temporary or emergency (not leveraging) purposes, in an amount up to
15% of the value of its total assets. (Item 2A on the proxy card.)
Investment Restriction No. 3, which prohibits the Fund from selling
securities short or purchasing securities on margin, would be numbered
Investment Restriction No. 6 and would be designated as a non-fundamental
policy. (Item 2B on the proxy card.)
Investment Restriction No. 4, proposed to be renumbered as Investment
Restriction No. 2, which prohibits the Fund from acting as underwriter of
securities of other issuers, would be amended to clarify that this prohibition
does not apply to the extent the Fund may be deemed an underwriter by virtue of
disposing of portfolio securities. Without this amendment, the Fund could be
unnecessarily restricted in its ability to dispose of certain portfolio
securities. (Item 2C on the proxy card.)
Investment Restriction No. 6, proposed to be renumbered as Investment
Restriction No. 4, which prohibits the Fund from making loans to others except
through the purchase of qualified debt obligations and the entry into repurchase
agreements, would be amended to permit the Fund to lend its portfolio securities
or make loans to others in an amount up to 33-1/3% of its total assets (the
amount permitted under the 1940 Act). The Fund has no current intention of
lending its portfolio securities or making such loans to others. (Item 2D on the
proxy card.)
Investment Restriction No. 8, which prohibits the Fund from investing in
companies for the purpose of exercising control, would be designated as a
non-fundamental policy. (Item 2E on the proxy card.)
Each Fund's other Investment Restrictions would not be amended, although
they may be renumbered as set forth below.
If each proposal is approved by shareholders, each Fund's Investment
Restrictions would read as follows (new language is underscored and language to
be deleted is in brackets):
[1. Purchase securities other than Municipal Obligations and Taxable
Investments as those terms are defined above and in the Prospectus.] [TO BE
DELETED ONLY IF PROPOSAL 1 IS APPROVED]
1[2]. Borrow money, except TO THE EXTENT PERMITTED UNDER THE 1940 ACT
(WHICH CURRENTLY LIMITS BORROWING TO NO MORE THAN 33-1/3% OF THE VALUE OF THE
FUND'S TOTAL ASSETS) [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].
2[4]. ACT AS UNDERWRITER OF [Underwrite the] securities of other issuers,
except [that] (I) 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, AND (II) TO THE EXTENT
THE FUND MAY BE DEEMED AN UNDERWRITER UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, BY VIRTUE OF DISPOSING OF PORTFOLIO SECURITIES.
3[5]. 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.
4[6]. LEND ANY SECURITY OR make loans to others IF, AS A RESULT, MORE THAN
33-1/3% OF ITS TOTAL ASSETS WOULD BE LENT TO OTHERS, except THAT THIS LIMITATION
DOES NOT APPLY TO [through] the purchase of qualified debt obligations and the
entry into repurchase agreements [referred to above and in the Fund's
Prospectus].
5[7]. Invest more than 25% of its total assets in the securities of issuers
in any single industry; provided that there shall be no such limitation on the
purchase of Municipal Obligations and, for temporary defensive purposes,
securities issued by domestic banks and obligations issued or guaranteed by the
U.S. Government, its agencies or instrumentalities.
6[3]. Sell securities short or purchase securities on margin.
7[8]. Invest in companies for the purpose of exercising control.
8[9]. Invest in securities of other investment companies, except TO THE
EXTENT PERMITTED UNDER THE 1940 ACT [as they may be acquired as part of a
merger, consolidation or acquisition of assets]. [TO BE CHANGED ONLY IF PROPOSAL
1 IS APPROVED]
9[10]. Pledge, hypothecate, mortgage or otherwise encumber its assets,
except to the extent necessary to secure permitted borrowings and in connection
with the purchase of securities on a when-issued or forward commitment basis.
10[11]. 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.
Investment Restrictions numbered 1 through 5 would be fundamental policies
that the Fund could not change without approval by the holders of a majority (as
defined in the 1940 Act) of the Fund's outstanding voting securities. Investment
Restrictions numbered 6 through 10 would not be fundamental policies and could
be changed by vote of a majority of the Fund's Board members at any time.
VOTE REQUIRED AND BOARD MEMBERS' RECOMMENDATION
For each Fund, approval of this Proposal, which calls for separate votes on
each Investment Restriction proposed to be changed as set forth on the proxy
card, requires the affirmative vote of (a) 67% of the Fund's voting securities
present at the Meeting, if the holders of more than 50% of the Fund's
outstanding voting securities are present or represented by proxy, or (b) more
than 50% of the Fund's outstanding voting securities, whichever is less.
EACH FUND'S BOARD, INCLUDING THE "NON-INTERESTED" BOARD MEMBERS, RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" EACH CHANGE TO THE FUND'S INVESTMENT RESTRICTIONS SET
FORTH IN PROPOSAL 2.
ADDITIONAL INFORMATION
Dreyfus, located at 200 Park Avenue, New York, New York 10166, serves as
each Fund's investment adviser.
Premier Mutual Fund Services, Inc., with principal offices at 60 State
Street, Boston, Massachusetts 02109, serves as each Fund's distributor.
Dreyfus Transfer, Inc., a wholly-owned subsidiary of Dreyfus, P.O. Box
9671, Providence, Rhode Island 02940-9671, serves as each Fund's transfer and
dividend disbursing agent.
The Bank of New York, 90 Washington Street, New York, New York 10286, acts
as custodian of each Fund's investments.
VOTING INFORMATION
Each Fund will bear its pro rata share of the cost of soliciting proxies.
In addition to the use of the mails, proxies may be solicited personally, by
telephone or by telegraph, and each Fund may pay persons holding Fund shares in
their names or those of their nominees for their expenses in sending soliciting
materials to their principals. Each Fund may retain an outside firm to assist in
the solicitation of proxies primarily by contacting shareholders by telephone
and telegram, which would cost approximately $100,000 and would be borne pro
rata among the Funds. Authorizations to execute proxies may be obtained by
telephonic or electronically transmitted instructions in accordance with
procedures designed to authenticate the shareholder's identity. In all cases
where a telephonic proxy is solicited, the shareholder will be asked to provide
his or her address, social security number (in the case of an individual) or
taxpayer identification number (in the case of a non-individual) and the number
of shares owned and to confirm that the shareholder has received the Fund's
proxy statement and proxy card in the mail. Within 72 hours of receiving a
shareholder's telephonic or electronically transmitted voting instructions, a
confirmation will be sent to the shareholder to ensure that the vote has been
taken in accordance with the shareholder's instructions and to provide a
telephone number to call immediately if the shareholder's instructions are not
correctly reflected in the confirmation. Any shareholder giving a proxy may
revoke it at any time before it is exercised by submitting to the Fund a written
notice of revocation or a subsequently executed proxy or by attending the
Meeting and voting in person.
If a proxy is properly executed and returned accompanied by instructions to
withhold authority to vote, represents a broker "non-vote" (that is, a proxy
from a broker or nominee indicating that such person has not received
instructions from the beneficial owner or other person entitled to vote Fund
shares on a particular matter with respect to which the broker or nominee does
not have a discretionary power) or is marked with an abstention (collectively,
"abstentions"), the Fund shares represented thereby will be considered to be
present at the Meeting for purposes of determining the existence of a quorum for
the transaction of business. Abstentions will not constitute a vote in favor of
a proposal. For this reason, abstentions will have the effect of a "no" vote for
the purpose of obtaining requisite approval for the proposals.
If a quorum is not present at the Meeting, or if a quorum is present but
sufficient votes to approve a Proposal are not received, the persons named as
proxies may propose one or more adjournments of the Meeting to permit further
solicitation of proxies. In determining whether to adjourn the Meeting, the
following factors may be considered: the nature of the Proposal, the percentage
of favorable votes actually cast, the percentage of negative votes actually
cast, the nature of any further solicitation and the information to be provided
to shareholders with respect to the reasons for the solicitation. Any
adjournment will require the affirmative vote of a majority of those shares
affected by the adjournment that are represented at the Meeting in person or by
proxy. A shareholder vote may be taken for one or more of the Proposals in this
Proxy Statement prior to any adjournment if sufficient votes have been received
for approval. If a quorum is present for a Fund, the persons named as proxies
will vote those proxies which they are entitled to vote "FOR" the proposals in
favor of such adjournment, and will vote those proxies required to be voted
"AGAINST" the proposals against any adjournment of the Meeting for the Fund. A
quorum is constituted with respect to each of California Municipal Fund and New
York Municipal Fund by the presence in person or by proxy of the holders of at
least 30% of the Fund's outstanding shares entitled to vote at the Meeting. A
quorum is constituted with respect to National Municipal Fund by the presence in
person or by proxy of the holders of at least one-third of the Fund's
outstanding shares entitled to vote at the Meeting.
As of April 14, 1999, the following stockholders were known by each Fund to
own of record and beneficially 5% or more of the Fund's outstanding voting
securities:
GENERAL CALIFORNIA MUNICIPAL MONEY MARKET FUND
NationsBanc Montgomery Securities LLC 18.84%
Money Market Fund Omnibus (Class A)
600 Montgomery Street, Suite 4 13.99%
San Francisco, CA 94111 (Class B)
Robert W. Baird & Co. 56.08%
Omnibus Account for the (Class B)
Exclusive Benefit of Customers
P.O. Box 672
Milwaukee, WI 53201
First Albany Corporation 15.70%
P. O. Box 22024 (Class B)
Albany, NY 12201
Stifel Nicolaus & Co. Inc. 12.90%
For the Exclusive Benefit of Customers (Class B)
500 N. Broadway
St. Louis, MO 63102
GENERAL MUNICIPAL MONEY MARKET FUND
NationsBanc Montgomery Securities LLC 30.00%
Money Market Funds Omnibus (Class A)
600 Montgomery Street, Suite 4 6.11%
San Francisco, CA 94111 (Class B)
Robert W. Baird & Co. 63.88%
Omnibus Account for the Exclusive (Class B)
Benefit of Customers
P.O. Box 672
Milwaukee, WI 53201
Stifel Nicolaus & Co. Inc. 15.34%
For the Exclusive Benefit of Customers (Class B)
500 N. Broadway
St. Louis, MO 63102
George K. Baum & Company 9.02%
120 W. 12th Street (Class B)
Kansas City, MO 64105
GENERAL NEW YORK MUNICIPAL MONEY MARKET FUND
First Albany Corporation 90.86%
P.O. Box 22024 (Class B)
Albany, NY 12201
Robert W. Baird & Co. 5.25%
Omnibus Account for the Exclusive (Class B)
Benefit of Customers
P.O. Box 672
Milwaukee, WI 53201
Under the 1940 Act, a stockholder that beneficially owns, directly or
indirectly, more than 25% of the Fund's total outstanding shares may be deemed a
"control person" (as defined in the 1940 Act) of the Fund.
The following table sets forth the number of shares of the Fund
beneficially owned as of April 14, 1999 by each of the Fund's Board members and
officers owning Fund shares on such date. In each case, such amount constitutes
less than 1% of the Fund's outstanding shares.
[To be provided]
OTHER MATTERS
Each Fund's Board is not aware of any other matters which may come before
the Meeting. However, should any such matters properly come before the Meeting,
it is the intention of the persons named in the accompanying form of proxy to
vote the proxy in accordance with their judgment on such matters.
NOTICE TO BANKS, BROKER/DEALERS AND VOTING TRUSTEES
AND THEIR NOMINEES
Please advise the appropriate Fund, in care of Dreyfus Transfer, Inc., P.O.
Box 9671, Providence, Rhode Island 02940-9671, whether other persons are the
beneficial owners of Fund shares for which proxies are being solicited from you,
and, if so, the number of copies of this Proxy Statement and other soliciting
material you wish to receive in order to supply copies to the beneficial owners
of shares.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, SHAREHOLDERS WHO
DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO COMPLETE, SIGN, DATE
AND RETURN THE PROXY CARD IN THE ENCLOSED STAMPED ENVELOPE.
Dated: May 21, 1999
PRELIMINARY COPY
GENERAL CALIFORNIA MUNICIPAL MONEY MARKET FUND
The undersigned shareholder of GENERAL CALIFORNIA MUNICIPAL MONEY MARKET
FUND (the "Fund") hereby appoints and -----------------------------------------
each of them, the attorneys and proxies of the --------------------------------
substitution, to vote, as indicated herein, all of the shares of the Fund
standing in the name of the undersigned at the close of business on May 14, 1999
at a Special Meeting of Shareholders to be held at the offices of The Dreyfus
Corporation, 200 Park Avenue, 7th Floor, New York, New York, at 10:00 a.m. on
Wednesday, July 28, 1999, and at any and all adjournments thereof, with all of
the powers the undersigned possesses and especially (but without limiting the
general authorization and power hereby given) to vote as indicated on the
Proposals, as more fully described in the proxy statement for the Meeting.
Please mark boxes in blue or black ink.
1. To approve a change to the Fund's management policies and certain
corresponding changes to the Fund's investment restrictions.
/_/ FOR /_/ AGAINST /_/ ABSTAIN
2. To approve certain other changes to the Fund's Investment Restrictions.
/_/ FOR /_/ AGAINST /_/ ABSTAIN
ALL ALL ALL
(2A) Borrowing money
(2B) Short-selling and purchasing securities on margin
(2C) Acting as underwriter
(2D) Making loans
(2E) Investing to exercise control
TO VOTE AGAINST A PARTICULAR PROPOSED CHANGE, REFER TO THE PROXY
STATEMENT FOR A DESCRIPTION OF THE CHANGE AND WRITE THE SUB-PROPOSAL
NUMBER ON THE LINE BELOW.
3. To transact such other business as may properly come before the Meeting,
or any adjournment(s) thereof.
THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED FOR THE ABOVE
PROPOSAL UNLESS OTHERWISE INDICATED.
Signature(s) should be exactly as
name or names appearing on this
form. If shares are held jointly,
each holder should sign. If signing
is by attorney, executor,
administrator, trustee or guardian,
please give full title.
Dated: ________________, 1999
-------------------------
Signature(s)
-------------------------
Signature(s)
Sign, Date and Return this Proxy Card
Promptly Using the Enclosed Envelope.
PRELIMINARY COPY
GENERAL MUNICIPAL MONEY MARKET FUND
The undersigned shareholder of GENERAL MUNICIPAL MONEY MARKET FUND (the
"Fund") hereby appoints and and each of them, the attorneys and proxies of the
undersigned, with full power of substitution, to vote, as indicated herein, all
of the shares of the Fund standing in the name of the undersigned at the close
of business on May 14, 1999 at a Special Meeting of Shareholders to be held at
the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor, New York,
New York, at 10:00 a.m. on Wednesday, July 28, 1999, and at any and all
adjournments thereof, with all of the powers the undersigned possesses and
especially (but without limiting the general authorization and power hereby
given) to vote as indicated on the Proposals, as more fully described in the
proxy statement for the Meeting.
Please mark boxes in blue or black ink.
1. To approve a change to the Fund's management policies and certain
corresponding changes to the Fund's investment restrictions.
/_/ FOR /_/ AGAINST /_/ ABSTAIN
2. To approve certain other changes to the Fund's Investment Restrictions.
/_/ FOR /_/ AGAINST /_/ ABSTAIN
ALL ALL ALL
(2A) Borrowing money
(2B) Pledging assets
(2C) Short-selling and purchasing securities on margin
(2D) Acting as underwriter
(2E) Making loans
(2F) Purchasing up to 10% of an issuer's voting securities
(2G) Investing to exercise control
TO VOTE AGAINST A PARTICULAR PROPOSED CHANGE, REFER TO THE PROXY
STATEMENT FOR A DESCRIPTION OF THE CHANGE AND WRITE THE SUB-PROPOSAL
NUMBER ON THE LINE BELOW.
3. To transact such other business as may properly come before the Meeting,
or any adjournment(s) thereof.
THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED FOR THE ABOVE
PROPOSAL UNLESS OTHERWISE INDICATED.
Signature(s) should be exactly as
name or names appearing on this
form. If shares are held jointly,
each holder should sign. If signing
is by attorney, executor,
administrator, trustee or guardian,
please give full title.
Dated: _______________, 1999
-------------------------
Signature(s)
-------------------------
Signature(s)
Sign, Date and Return this Proxy Card
Promptly Using the Enclosed Envelope.
PRELIMINARY COPY
GENERAL NEW YORK MUNICIPAL MONEY MARKET FUND
The undersigned shareholder of GENERAL NEW YORK MUNICIPAL MONEY MARKET FUND
(the "Fund") hereby appoints and ----------------------------------------------
each of them, the attorneys and proxies of the --------------------------------
undersigned, with full power of substitution, to vote, as indicated herein, all
of the shares of the Fund standing in the name of the undersigned at the close
of business on May 14, 1999 at a Special Meeting of Shareholders to be held at
the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor, New York,
New York, at 10:00 a.m. on Wednesday, July 28, 1999, and at any and all
adjournments thereof, with all of the powers the undersigned possesses and
especially (but without limiting the general authorization and power hereby
given) to vote as indicated on the Proposals, as more fully described in the
proxy statement for the Meeting.
Please mark boxes in blue or black ink.
1. To approve a change to the Fund's management policies and certain
corresponding changes to the Fund's investment restrictions.
/_/ FOR /_/ AGAINST /_/ ABSTAIN
2. To approve certain other changes to the Fund's Investment Restrictions.
/_/ FOR /_/ AGAINST /_/ ABSTAIN
ALL ALL ALL
(2A) Borrowing money
(2B) Short-selling and purchasing securities on margin
(2C) Acting as underwriter
(2D) Making loans
(2E) Investing to exercise control
TO VOTE AGAINST A PARTICULAR PROPOSED CHANGE, REFER TO THE PROXY
STATEMENT FOR A DESCRIPTION OF THE CHANGE AND WRITE THE SUB-PROPOSAL
NUMBER ON THE LINE BELOW.
3. To transact such other business as may properly come before the Meeting,
or any adjournment(s) thereof.
THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED FOR THE ABOVE
PROPOSAL UNLESS OTHERWISE INDICATED.
Signature(s) should be exactly as
name or names appearing on this
form. If shares are held jointly,
each holder should sign. If signing
is by attorney, executor,
administrator, trustee or guardian,
please give full title.
Dated: _______________, 1999
-------------------------
Signature(s)
-------------------------
Signature(s)
Sign, Date and Return this Proxy Card
Promptly Using the Enclosed Envelope.