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STATEMENT OF ASSETS AND LIABILITIES
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|
November 30, 2013
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|
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|
Cost
|
Value
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|
Assets ($):
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|
|
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|
Investments in securities—See Statement of Investments
|
740,774,032
|
740,774,032
|
|
|
Interest receivable
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|
503,991
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|
|
Prepaid expenses
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|
43,494
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|
|
|
|
741,321,517
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|
|
Liabilities ($):
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|
|
|
|
Due to The Dreyfus Corporation and affiliates—Note 2(c)
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|
81,670
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|
|
Cash overdraft due to Custodian
|
|
1,423,657
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|
|
Payable for shares of Common Stock redeemed
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|
6,532
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|
|
Accrued expenses
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|
79,957
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|
|
|
|
1,591,816
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Net Assets ($)
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|
739,729,701
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|
Composition of Net Assets ($):
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|
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Paid-in capital
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739,732,164
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|
Accumulated net realized gain (loss) on investments
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|
(2,463
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)
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Net Assets ($)
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|
739,729,701
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|
|
|
|
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|
Net Asset Value Per Share
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|
|
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Class A
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Class B
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Net Assets ($)
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49,548,375
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690,181,326
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Shares Outstanding
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49,567,493
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690,448,731
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Net Asset Value Per Share ($)
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1.00
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1.00
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|
See notes to financial statements.
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20
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STATEMENT OF OPERATIONS
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Year Ended November 30, 2013
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Investment Income ($):
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|
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Interest Income
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1,342,237
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|
Expenses:
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Management fee—Note 2(a)
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4,044,373
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Shareholder servicing costs—Note 1 and Note 2(c)
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2,291,363
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|
Distribution and prospectus fees—Note 2(b)
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1,536,585
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Registration fees
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98,705
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Professional fees
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76,187
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Custodian fees—Note 2(c)
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69,672
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Directors’ fees and expenses—Note 2(d)
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43,062
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Prospectus and shareholders’ reports
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22,781
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Miscellaneous
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53,112
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Total Expenses
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8,235,840
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Less—reduction in expenses due to undertaking—Note 2(a)
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(6,893,863
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)
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Less—reduction in fees due to earnings credits—Note 2(c)
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(29
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)
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Net Expenses
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1,341,948
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Investment Income—Net, representing net increase
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|
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in net assets resulting from operations
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289
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See notes to financial statements.
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STATEMENT OF CHANGES IN NET ASSETS
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Year Ended November 30,
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2013
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2012
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Operations ($):
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Investment income—net
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289
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282
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Net realized gain (loss) on investments
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—
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605
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Net Increase (Decrease) in Net Assets
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Resulting from Operations
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289
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|
887
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Dividends to Shareholders from ($):
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|
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Investment income—net:
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Class A
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(15
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)
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(22
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)
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Class B
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(274
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)
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(260
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)
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Total Dividends
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(289
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)
|
(282
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)
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Capital Stock Transactions
($1.00 per share):
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Net proceeds from shares sold:
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Class A
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144,235,463
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187,272,070
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Class B
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1,524,167,550
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1,379,852,530
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Dividends reinvested:
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|
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Class A
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15
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15
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Class B
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259
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260
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|
Cost of shares redeemed:
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|
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Class A
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(170,210,547
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)
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(168,601,684
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)
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Class B
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(1,620,080,681
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)
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(1,244,702,573
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)
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Increase (Decrease) in Net Assets
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|
|
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from Capital Stock Transactions
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(121,887,941
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)
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153,820,618
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Total Increase (Decrease) in Net Assets
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(121,887,941
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)
|
153,821,223
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Net Assets ($):
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|
|
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|
|
Beginning of Period
|
861,617,642
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|
707,796,419
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|
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End of Period
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739,729,701
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|
861,617,642
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|
|
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|
See notes to financial statements.
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22
FINANCIAL HIGHLIGHTS
The following tables describe the performance for each share class for the fiscal periods indicated. All information reflects financial results for a single fund share. 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 derived from the fund’s financial statements.
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Year Ended November 30,
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Class A Shares
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2013
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2012
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2011
|
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2010
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2009
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Per Share Data ($):
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Net asset value, beginning of period
|
1.00
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1.00
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|
1.00
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|
1.00
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|
1.00
|
|
|
Investment Operations:
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|
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|
|
|
|
|
|
|
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Investment income—net
|
.000
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a
|
.000
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a
|
.000
|
a
|
.000
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a
|
.004
|
|
|
Distributions:
|
|
|
|
|
|
|
|
|
|
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|
Dividends from investment income—net
|
(.000
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)
a
|
(.000
|
)
a
|
(.000
|
)
a
|
(.000
|
)
a
|
(.004
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)
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|
Net asset value, end of period
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1.00
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|
1.00
|
|
1.00
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|
1.00
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|
1.00
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Total Return (%)
|
.00
|
b
|
.00
|
b
|
.00
|
b
|
.00
|
b
|
.37
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|
Ratios/Supplemental Data (%):
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|
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Ratio of total expenses
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|
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to average net assets
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.61
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|
.63
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|
.63
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|
.61
|
|
.62
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|
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Ratio of net expenses
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|
|
|
|
|
|
|
|
|
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to average net assets
|
.16
|
|
.22
|
|
.27
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|
.37
|
|
.59
|
|
|
Ratio of net investment income
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|
|
|
|
|
|
|
|
|
|
|
to average net assets
|
.00
|
b
|
.00
|
b
|
.00
|
b
|
.00
|
b
|
.37
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|
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Net Assets, end of period ($ x 1,000)
|
49,548
|
|
75,520
|
|
56,850
|
|
64,035
|
|
138,454
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|
|
|
|
|
a
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Amount represents less than $.001 per share.
|
|
b
|
Amount represents less than .01%.
|
See notes to financial statements.
FINANCIAL HIGHLIGHTS
(continued)
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Year Ended November 30,
|
|
|
|
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Class B Shares
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2013
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|
2012
|
|
2011
|
|
2010
|
|
2009
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|
|
Per Share Data ($):
|
|
|
|
|
|
|
|
|
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Net asset value, beginning of period
|
1.00
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|
1.00
|
|
1.00
|
|
1.00
|
|
1.00
|
|
|
Investment Operations:
|
|
|
|
|
|
|
|
|
|
|
|
Investment income—net
|
.000
|
a
|
.000
|
a
|
.000
|
a
|
.000
|
a
|
.001
|
|
|
Distributions:
|
|
|
|
|
|
|
|
|
|
|
|
Dividends from investment income—net
|
(.000
|
)
a
|
(.000
|
)
a
|
(.000
|
)
a
|
(.000
|
)
a
|
(.001
|
)
|
|
Net asset value, end of period
|
1.00
|
|
1.00
|
|
1.00
|
|
1.00
|
|
1.00
|
|
|
Total Return (%)
|
.00
|
b
|
.00
|
b
|
.00
|
b
|
.00
|
b
|
.07
|
|
|
Ratios/Supplemental Data (%):
|
|
|
|
|
|
|
|
|
|
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Ratio of total expenses
|
|
|
|
|
|
|
|
|
|
|
|
to average net assets
|
1.05
|
|
1.05
|
|
1.05
|
|
1.05
|
|
1.08
|
|
|
Ratio of net expenses
|
|
|
|
|
|
|
|
|
|
|
|
to average net assets
|
.17
|
|
.22
|
|
.27
|
|
.37
|
|
.90
|
|
|
Ratio of net investment income
|
|
|
|
|
|
|
|
|
|
|
|
to average net assets
|
.00
|
b
|
.00
|
b
|
.00
|
b
|
.00
|
b
|
.08
|
|
|
Net Assets, end of period ($ x 1,000)
|
690,181
|
|
786,097
|
|
650,946
|
|
614,467
|
|
661,738
|
|
|
|
|
|
a
|
Amount represents less than $.001 per share.
|
|
b
|
Amount represents less than .01%.
|
See notes to financial statements.
24
NOTES TO FINANCIAL STATEMENTS
NOTE 1—Significant Accounting Policies:
General Municipal Money Market Fund (the “fund”) is the sole diversified series of General Municipal Money Market Funds, Inc. (the “Company”), which is registered under the Investment Company Act of 1940, as amended (the “Act”), as an open-end management investment company.The fund’s investment objective is to maximize current income exempt from federal income taxes, to the extent consistent with the preservation of capital and the maintenance of liquidity.The Dreyfus Corporation (the “Manager” or “Dreyfus”), a wholly-owned subsidiary of The Bank of NewYork Mellon Corporation (“BNY Mellon”), serves as the fund’s investment adviser.
MBSC Securities Corporation (the “Distributor”), a wholly-owned subsidiary of the Manager, is the distributor of the fund’s shares. The fund is authorized to issue 20.5 billion shares of $.001 par value Common Stock.The fund currently offers two classes of shares: Class A (15 billion shares authorized) and Class B (5.5 billion shares authorized). Class A and Class B shares are identical except for the services offered to and the expenses borne by each class, the allocation of certain transfer agency costs and certain voting rights. Class B shares are subject to a Distribution Plan adopted pursuant to Rule 12b-1 under the Act and Class A and Class B shares are subject to a Shareholder Services Plan. In addition, Class B shares are charged directly for sub-accounting services provided by Service Agents (securities dealers, financial institutions or other industry professionals) at an annual rate of .05% of the value of the average daily net assets of Class B shares. During the period ended November 30, 2013, sub-accounting service fees amounted to $375,826 for Class B shares and are included in Shareholder servicing costs in the Statement of Operations. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses on investments are allocated to each class of shares based on its relative net assets.
NOTES TO FINANCIAL STATEMENTS
(continued)
It is the fund’s policy to maintain a continuous net asset value per share of $1.00; the fund has adopted certain investment, portfolio valuation and dividend and distribution policies to enable it to do so.There is no assurance, however, that the fund will be able to maintain a stable net asset value per share of $1.00.
The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification is the exclusive reference of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal laws are also sources of authoritative GAAP for SEC registrants. The fund’s financial statements are prepared in accordance with GAAP, which may require the use of management estimates and assumptions.Actual results could differ from those estimates.
The Company enters into contracts that contain a variety of indemnifications. The fund’s maximum exposure under these arrangements is unknown.The fund does not anticipate recognizing any loss related to these arrangements.
(a) Portfolio valuation:
Investments in securities are valued at amortized cost in accordance with Rule 2a-7 under the Act. If amortized cost is determined not to approximate market value, the fair value of the portfolio securities will be determined by procedures established by and under the general supervision of the Company’s Board of Directors (the “Board”).
The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). GAAP establishes a fair value hierarchy that prioritizes the inputs of valuation techniques used to measure fair value.This hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).
26
Additionally, GAAP provides guidance on determining whether the volume and activity in a market has decreased significantly and whether such a decrease in activity results in transactions that are not orderly. GAAP requires enhanced disclosures around valuation inputs and techniques used during annual and interim periods.
Various inputs are used in determining the value of the fund’s investments relating to fair value measurements.These inputs are summarized in the three broad levels listed below:
Level 1
—unadjusted quoted prices in active markets for identical investments.
Level 2
—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.).
Level 3
—significant unobservable inputs (including the fund’s own assumptions in determining the fair value of investments).
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. For example, money market securities are valued using amortized cost, in accordance with rules under the Act. Generally, amortized cost approximates the current fair value of a security, but since the value is not obtained from a quoted price in an active market, such securities are reflected within Level 2 of the fair value hierarchy.
The following is a summary of the inputs used as of November 30, 2013 in valuing the fund’s investments:
|
|
|
|
|
Short-Term
|
|
Valuation Inputs
|
Investments ($)
†
|
|
Level 1—Unadjusted Quoted Prices
|
—
|
|
Level 2—Other Significant Observable Inputs
|
740,774,032
|
|
Level 3—Significant Unobservable Inputs
|
—
|
|
Total
|
740,774,032
|
|
|
|
|
†
|
See Statement of Investments for additional detailed categorizations.
|
NOTES TO FINANCIAL STATEMENTS
(continued)
At November 30, 2013, there were no transfers between Level 1 and Level 2 of the fair value hierarchy.
(b) Securities transactions and investment income:
Securities transactions are recorded on a trade date basis. Interest income, adjusted for accretion of discount and amortization of premium on investments, is earned from settlement date and is recognized on the accrual basis. Realized gains and losses from securities transactions are recorded on the identified cost basis. Cost of investments represents amortized cost.
(c) Dividends to shareholders:
It is policy of the fund to declare dividends daily from investment income-net. Such dividends are paid monthly. Dividends from net realized capital gains, if any, are normally declared and paid annually, but the fund may make distributions on a more frequent basis to comply with the distribution requirements of the Internal Revenue Code of 1986, as amended (the “Code”).To the extent that net realized capital gains can be offset by capital loss carryovers, it is the policy of the fund not to distribute such gains.
(d) Federal income taxes:
It is the policy of the fund to continue to qualify as a regulated investment company, which can distribute tax-exempt dividends, by complying with the applicable provisions of the Code, and to make distributions of income and net realized capital gain sufficient to relieve it from substantially all federal income and excise taxes.
As of and during the period ended November 30, 2013, the fund did not have any liabilities for any uncertain tax positions.The fund recognizes interest and penalties, if any, related to uncertain tax positions as income tax expense in the Statement of Operations. During the period ended November 30, 2013, the fund did not incur any interest or penalties.
Each tax year in the four-year period ended November 30, 2013 remains subject to examination by the Internal Revenue Service and state taxing authorities.
28
At November 30, 2013, the components of accumulated earnings on a tax basis were substantially the same as for financial reporting purposes.
Under the Regulated Investment Company Modernization Act of 2010 (the “2010 Act”), the fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 (“post-enactment losses”) for an unlimited period. Furthermore, post-enactment capital loss carryovers retain their character as either short-term or long-term capital losses rather than short-term as they were under previous statute.The 2010 Act requires post-enactment losses to be utilized before the utilization of losses incurred in taxable years prior to the effective date of the 2010 Act (“pre-enactment losses”).As a result of this ordering rule, pre-enactment losses may be more likely to expire unused.
The accumulated capital loss carryover of $2,463 is available for federal income tax purposes to be applied against future net realized capital gains, if any, realized subsequent to November 30, 2013. If not applied, the carryover expires in fiscal year 2018.
The tax character of distributions paid to shareholders during the fiscal periods ended November 30, 2013 and November 30, 2012 were as follows: tax-exempt income $289 and $282, respectively.
At November 30, 2013, the cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes (see the Statement of Investments).
NOTE 2—Management Fee and Other Transactions With Affiliates:
(a)
Pursuant to a management agreement (the “Agreement”) with the Manager, the management fee is computed at the annual rate of .50% of the value of the fund’s average daily net assets and is payable monthly. The Agreement provides that if in any full fiscal year the aggregate
NOTES TO FINANCIAL STATEMENTS
(continued)
expenses of the fund (excluding taxes, brokerage commissions and extraordinary expenses) exceed 1
1
/
2
% of the value of the fund’s average daily net assets, the fund may deduct from payments to be made to the Manager, or the Manager will bear, such excess expense. During the period ended November 30, 2013, there was no reduction in expenses pursuant to the Agreement.
The Manager has also undertaken to waive receipt of the management fee and/or reimburse operating expenses in order to facilitate a daily yield at or above a certain level which may change from time to time. This undertaking is voluntary and not contractual, and may be terminated at any time. The reduction in expenses, pursuant to the undertaking, amounted to $254,334 for Class A and $6,639,529 for Class B shares during the period ended November 30, 2013.
(b)
Under the Distribution Plan with respect to Class B adopted pursuant to Rule 12b-1 under the Act, Class B shares bear directly the cost of preparing, printing and distributing prospectuses and statements of additional information and of implementing and operating the Distribution Plan, such aggregate amount not to exceed in any fiscal year of the fund the greater of $100,000 or .005% of the average daily net assets of Class B. In addition, Class B shares reimburse the Distributor for payments made to third parties for distributing its shares at an annual rate not to exceed .20% of the value of its average daily net assets. During the period ended November 30, 2013, Class B shares were charged $1,536,585 pursuant to the Distribution Plan.
(c)
Under the Shareholder Services Plan with respect to Class A (the “Class A Shareholder Services Plan”), Class A shares reimburse the Distributor an amount not to exceed an annual rate of .25% of the value of the average daily net assets of its shares for certain allocated expenses of providing personal services and/or maintaining shareholder accounts.The services provided may include personal services relating to shareholder accounts, such as answering shareholder inquiries
30
regarding Class A shares and providing reports and other information, and services related to the maintenance of shareholder accounts. During the period ended November 30, 2013, Class A shares were charged $25,721 pursuant to the Class A Shareholder Services Plan.
Under the Shareholder Services Plan with respect to Class B (the “Class B Shareholder Services Plan”), Class B shares pay the Distributor at an annual rate of .25% of the value of the average daily net assets of its shares for servicing shareholder accounts.The services provided may include personal services relating to shareholder accounts, such as answering shareholder inquiries regarding Class B shares and providing reports and other information, and services related to the maintenance of shareholder accounts. The Distributor may make payments to Service Agents with respect to these services. The Distributor determines the amounts to be paid to Service Agents. During the period ended November 30, 2013, Class B shares were charged $1,879,131 pursuant to the Class B Shareholder Services Plan.
The fund has arrangements with the transfer agent and the custodian whereby the fund may receive earnings credits when positive cash balances are maintained, which are used to offset transfer agency and custody fees. For financial reporting purposes, the fund includes net earnings credits as an expense offset in the Statement of Operations.
The fund compensates DreyfusTransfer, Inc., a wholly-owned subsidiary of the Manager, under a transfer agency agreement for providing transfer agency and cash management services for the fund. The majority of transfer agency fees are comprised of amounts paid on a per account basis, while cash management fees are related to fund subscriptions and redemptions. During the period ended November 30, 2013, the fund was charged $10,194 for transfer agency services and $273 for cash management services.These fees are included in Shareholder servicing costs in the Statement of Operations. Cash management fees were partially offset by earnings credits of $29.
NOTES TO FINANCIAL STATEMENTS
(continued)
The fund compensates The Bank of NewYork Mellon, a subsidiary of BNY Mellon and an affiliate of Dreyfus, under a custody agreement for providing custodial services for the fund.These fees are determined based on net assets, geographic region and transaction activity. During the period ended November 30, 2013, the fund was charged $69,672 pursuant to the custody agreement.
The fund compensated The Bank of New York Mellon for performing certain cash management services related to fund subscriptions and redemptions, including shareholder redemption draft processing, under a cash management agreement that was in effect until September 30, 2013 and, beginning October 1, 2013, compensates The Bank of New York Mellon for processing shareholder redemption drafts under a shareholder draft processing agreement. During the period ended November 30, 2013, the fund was charged $172 pursuant to the agreements, which is included in Shareholder servicing costs in the Statement of Operations.
During the period ended November 30, 2013, the fund was charged $9,055 for services performed by the Chief Compliance Officer and his staff.
The components of “Due to The Dreyfus Corporation and affiliates” in the Statement of Assets and Liabilities consist of: management fees $304,212, Distribution Plan fees $113,365, Shareholder Services Plan fees $172,047, custodian fees $28,389, Chief Compliance Officer fees $3,833 and transfer agency fees $70, which are offset against an expense reimbursement currently in effect in the amount of $540,246.
(d)
Each Board member also serves as a Board member of other funds within the Dreyfus complex. Annual retainer fees and attendance fees are allocated to each fund based on net assets.
32
NOTE 3—Securities Transactions:
The fund is permitted to purchase or sell securities from or to certain affiliated funds under specified conditions outlined in procedures adopted by the Board. The procedures have been designed to ensure that any purchase or sale of securities by the fund from or to another fund or portfolio that are, or could be, considered an affiliate by virtue of having a common investment adviser (or affiliated investment adviser), common Directors and/or common officers, complies with Rule 17a-7 under the Act. During the period ended November 30, 2013, the fund engaged in purchases and sales of securities pursuant to Rule 17a-7 under the Act amounting to $745,705,000 and $475,360,000, respectively.
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REPORT OF INDEPENDENT REGISTERED
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PUBLIC ACCOUNTING FIRM
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Shareholders and Board of Directors General Municipal Money Market Fund
We have audited the accompanying statement of assets and liabilities, including the statement of investments, of General Municipal Money Market Fund (the sole series comprising General Municipal Money Market Funds, Inc.) as of November 30, 2013, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended.These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement.We were not engaged to perform an audit of the Fund’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of November 30, 2013 by correspondence with the custodian.We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of General Municipal Money Market Fund at November 30, 2013, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.
New York, New York
January 27, 2014
34
IMPORTANT TAX INFORMATION
(Unaudited)
In accordance with federal tax law, the fund hereby reports all the dividends paid from investment income- net during its fiscal year ended November 30, 2013 as “exempt-interest dividends” (not generally subject to regular federal income tax).Where required by federal tax law rules, shareholders will receive notification of their portion of the fund’s exempt-interest dividends paid for the 2013 calendar year on Form 1099-DIV, which will be mailed in early 2014.
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INFORMATION ABOUT THE RENEWAL OF THE
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FUND’S MANAGEMENT AGREEMENT
(Unaudited)
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At a meeting of the fund’s Board of Directors held on July 23, 2013, the Board considered the renewal of the fund’s Management Agreement pursuant to which Dreyfus provides the fund with investment advisory and administrative services (the “Agreement”). The Board members, none of whom are “interested persons” (as defined in the Investment Company Act of 1940, as amended) of the fund, were assisted in their review by independent legal counsel and met with counsel in executive session separate from Dreyfus representatives. In considering the renewal of the Agreement, the Board considered all factors that it believed to be relevant, including those discussed below.The Board did not identify any one factor as dispositive, and each Board member may have attributed different weights to the factors considered.
Analysis of Nature, Extent, and Quality of Services Provided to the Fund.
The Board considered information provided to them at the meeting and in previous presentations from Dreyfus representatives regarding the nature, extent, and quality of the services provided to funds in the Dreyfus fund complex. Dreyfus provided the number of open accounts in the fund, the fund’s asset size and the allocation of fund assets among distribution channels. Dreyfus also had previously provided information regarding the diverse intermediary relationships and distribution channels of funds in the Dreyfus fund complex (such as retail direct or intermediary, in which intermediaries typically are paid by the fund and/or Dreyfus) and Dreyfus’ corresponding need for broad, deep, and diverse resources to be able to provide ongoing shareholder services to each intermediary or distribution channel, as applicable to the fund.
The Board also considered research support available to, and portfolio management capabilities of, the fund’s portfolio management personnel and that Dreyfus also provides oversight of day-to-day fund operations, including fund accounting and administration and assistance in meeting legal and regulatory requirements.The Board also considered Dreyfus’ extensive administrative, accounting, and compliance infrastructures.
36
Comparative Analysis of the Fund’s Performance and Management Fee and Expense Ratio.
The Board reviewed reports prepared by Lipper, Inc. (“Lipper”), an independent provider of investment company data, which included information comparing (1) the fund’s performance with the performance of a group of comparable funds (the “Performance Group”) and with a broader group of funds (the “Performance Universe”), all for various periods ended May 31, 2013, and (2) the fund’s actual and contractual management fees and total expenses with those of a group of comparable funds (the “Expense Group”) and with a broader group of funds (the “Expense Universe”), the information for which was derived in part from fund financial statements available to Lipper as of the date of its analysis. Dreyfus previously had furnished the Board with a description of the methodology Lipper used to select the Performance Group and Performance Universe and the Expense Group and Expense Universe.
Dreyfus representatives stated that the usefulness of performance comparisons may be affected by a number of factors, including different investment limitations that may be applicable to the fund and comparison funds. The Board discussed the results of the comparisons and noted that the fund’s total return performance was variously at or above, or only one basis point below the Performance Group and Performance Universe medians.
The Board also reviewed the range of actual and contractual management fees and total expenses of the Expense Group and Expense Universe funds and discussed the results of the comparisons.The Board noted that the fund’s contractual management fee was above the Expense Group median and the fund’s actual management fee and total expenses were slightly above the Expense Group and Expense Universe medians.The Board also considered the fee waivers and expense reimbursements undertaken by Dreyfus.
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INFORMATION ABOUT THE RENEWAL OF THE FUND’S
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MANAGEMENT AGREEMENT (Unaudited)
(continued)
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Dreyfus representatives reviewed with the Board the management or investment advisory fees paid by funds advised or administered by Dreyfus that are in the same Lipper category as the fund (the “Similar Clients”), and explained the nature of the Similar Clients.They discussed differences in fees paid and the relationship of the fees paid in light of any differences in the services provided and other relevant factors.The Board considered the relevance of the fee information provided for the Similar Clients to evaluate the appropriateness and reasonableness of the fund’s management fee.
Analysis of Profitability and Economies of Scale.
Dreyfus representatives reviewed the expenses allocated and profit received by Dreyfus and the resulting profitability percentage for managing the fund and the aggregate profitability percentage to Dreyfus of managing the funds in the Dreyfus fund complex, and the method used to determine the expenses and profit.The Board concluded that the profitability results were not unreasonable, given the services rendered and service levels provided by Dreyfus.The Board also noted the effect of the fee waivers and expense reimbursements on Dreyfus’ profitability.The Board also had been provided with information prepared by an independent consulting firm regarding Dreyfus’ approach to allocating costs to, and determining the profitability of, individual funds and the entire Dreyfus fund complex. The consulting firm also had analyzed where any economies of scale might emerge in connection with the management of a fund.
The Board considered on the advice of its counsel the profitability analysis (1) as part of its evaluation of whether the fees under the Agreement bear a reasonable relationship to the mix of services provided by Dreyfus, including the nature, extent and quality of such services, and (2) in light of the relevant circumstances for the fund and the extent to which economies of scale would be realized if the fund grows and
38
whether fee levels reflect these economies of scale for the benefit of fund shareholders. Dreyfus representatives also noted that, as a result of shared and allocated costs among funds in the Dreyfus fund complex, the extent of economies of scale could depend substantially on the level of assets in the complex as a whole, so that increases and decreases in complex-wide assets can affect potential economies of scale in a manner that is disproportionate to, or even in the opposite direction from, changes in the fund’s asset level.The Board also considered potential benefits to Dreyfus from acting as investment adviser and noted that there were no soft dollar arrangements in effect for trading the fund’s investments.
At the conclusion of these discussions, the Board agreed that it had been furnished with sufficient information to make an informed business decision with respect to the renewal of the Agreement. Based on the discussions and considerations as described above, the Board concluded and determined as follows.
-
The Board concluded that the nature, extent and quality of the
services provided by Dreyfus are adequate and appropriate.
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The Board generally was satisfied with the fund’s relative performance,
in light of the considerations described above.
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The Board concluded that the fee paid to Dreyfus was reasonable in
light of the considerations described above.
-
The Board determined that the economies of scale which may accrue
to Dreyfus and its affiliates in connection with the management of the
fund had been adequately considered by Dreyfus in connection with
the fee rate charged to the fund pursuant to the Agreement and that,
to the extent in the future it were determined that material
economies of scale had not been shared with the fund, the Board
would seek to have those economies of scale shared with the fund.
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INFORMATION ABOUT THE RENEWAL OF THE FUND’S
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MANAGEMENT AGREEMENT (Unaudited)
(continued)
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In evaluating the Agreement, the Board considered these conclusions and determinations and also relied on its previous knowledge, gained through meetings and other interactions with Dreyfus and its affiliates, of the fund and the services provided to the fund by Dreyfus.The Board also relied on information received on a routine and regular basis throughout the year relating to the operations of the fund and the investment management and other services provided under the Agreement, including information on the investment performance of the fund in comparison to similar mutual funds and benchmark performance indices; general market outlook as applicable to the fund; and compliance reports. In addition, the Board’s consideration of the contractual fee arrangements for this fund had the benefit of a number of years of reviews of prior or similar agreements during which lengthy discussions took place between the Board and Dreyfus representatives. Certain aspects of the arrangements may receive greater scrutiny in some years than in others, and the Board’s conclusions may be based, in part, on their consideration of the same or similar arrangements in prior years.The Board determined that renewal of the Agreement was in the best interests of the fund and its shareholders.
40
BOARD MEMBERS INFORMATION
(Unaudited)
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Joseph S. DiMartino (70)
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Chairman of the Board (1995)
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Principal Occupation During Past 5Years:
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• Corporate Director and Trustee
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Other Public Company Board Memberships During Past 5Years:
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• CBIZ (formerly, Century Business Services, Inc.), a provider of outsourcing functions for small
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and medium size companies, Director (1997-present)
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• The Newark Group, a provider of a national market of paper recovery facilities, paperboard
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mills and paperboard converting plants, Director (2000-2010)
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• Sunair Services Corporation, a provider of certain outdoor-related services to homes and
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businesses, Director (2005-2009)
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No. of Portfolios for which Board Member Serves:
141
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———————
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Francine J. Bovich (62)
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Board Member (2012)
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Principal Occupation During Past 5Years:
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• Trustee,The Bradley Trusts, private trust funds (2011-present)
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• Managing Director, Morgan Stanley Investment Management (1993-2010)
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No. of Portfolios for which Board Member Serves:
40
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———————
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Peggy C. Davis (70)
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Board Member (1990)
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Principal Occupation During Past 5Years:
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• Shad Professor of Law, New York University School of Law (1983-present)
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No. of Portfolios for which Board Member Serves:
56
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———————
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Diane Dunst (74)
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Board Member (2007)
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Principal Occupation During Past 5Years:
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• President of Huntting House Antiques
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No. of Portfolios for which Board Member Serves:
14
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BOARD MEMBERS INFORMATION (Unaudited)
(continued)
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Nathan Leventhal (70)
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Board Member (1989)
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Principal Occupation During Past 5Years:
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• Chairman of the Avery-Fisher Artist Program (1997-present)
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• Commissioner, NYC Planning Commission (2007-2011)
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Other Public Company Board Memberships During Past 5Years:
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• Movado Group, Inc., Director (2003-present)
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No. of Portfolios for which Board Member Serves:
39
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———————
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Robin A. Melvin (50)
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Board Member (2012)
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Principal Occupation During Past 5Years:
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• Board Member, Illinois Mentoring Partnership, non-profit organization dedicated to increasing
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the quantity and quality of mentoring services in Illinois (2013-present)
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• Director, Boisi Family Foundation, a private family foundation that supports youth-serving orga-
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nizations that promote the self sufficiency of youth from disadvantaged circumstances (1995-2012)
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No. of Portfolios for which Board Member Serves:
90
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———————
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Once elected all Board Members serve for an indefinite term, but achieve Emeritus status upon reaching age 80.The address of the Board Members and Officers is c/o The Dreyfus Corporation, 200 Park Avenue, NewYork, NewYork 10166. Additional information about the Board Members is available in the fund’s Statement of Additional Information which can be obtained from Dreyfus free of charge by calling this toll free number: 1-800-DREYFUS.
Clifford L. Alexander, Jr., Emeritus Board Member
David W. Burke, Emeritus Board Member
Ernest Kafka, Emeritus Board Member
Jay I. Meltzer, Emeritus Board Member
Daniel Rose, Emeritus Board Member
Sander Vanocur, Emeritus Board Member
42
OFFICERS OF THE FUND
(Unaudited)
BRADLEY J. SKAPYAK, President since January 2010.
Chief Operating Officer and a director of the Manager since June 2009, Chairman of Dreyfus Transfer, Inc., an affiliate of the Manager and the transfer agent of the funds, since May 2011 and Executive Vice President of the Distributor since June 2007. From April 2003 to June 2009, Mr. Skapyak was the head of the Investment Accounting and Support Department of the Manager. He is an officer of 68 investment companies (comprised of 141 portfolios) managed by the Manager. He is 55 years old and has been an employee of the Manager since February 1988.
JOHN PAK, Chief Legal Officer since March 2013.
Chief Legal Officer of the Manager and Associate General Counsel and Managing Director of BNY Mellon since August 2012; from March 2005 to July 2012, Managing Director of Deutsche Bank, Deputy Global Head of Deutsche Asset Management Legal and Regional Head of Deutsche Asset Management Americas Legal. He is an officer of 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 45 years old and has been an employee of the Manager since August 2012.
JANETTE E. FARRAGHER, Vice President and Secretary since December 2011.
Assistant General Counsel of BNY Mellon, and an officer of 69 investment companies (comprised of 166 portfolios) managed by the Manager. She is 50 years old and has been an employee of the Manager since February 1984.
KIESHA ASTWOOD, Vice President and Assistant Secretary since January 2010.
Counsel of BNY Mellon, and an officer of 69 investment companies (comprised of 166 portfolios) managed by the Manager. She is 40 years old and has been an employee of the Manager since July 1995.
JAMES BITETTO, Vice President and Assistant Secretary since August 2005.
Senior Counsel of BNY Mellon and Secretary of the Manager, and an officer of 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 47 years old and has been an employee of the Manager since December 1996.
JONI LACKS CHARATAN, Vice President and Assistant Secretary since August 2005.
Senior Counsel of BNY Mellon, and an officer of 69 investment companies (comprised of 166 portfolios) managed by the Manager. She is 58 years old and has been an employee of the Manager since October 1988.
JOSEPH M. CHIOFFI, Vice President and Assistant Secretary since August 2005.
Senior Counsel of BNY Mellon, and an officer of 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 52 years old and has been an employee of the Manager since June 2000.
JOHN B. HAMMALIAN, Vice President and Assistant Secretary since August 2005.
Senior Managing Counsel of BNY Mellon, and an officer of 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 50 years old and has been an employee of the Manager since February 1991.
ROBERT R. MULLERY, Vice President and Assistant Secretary since August 2005.
Managing Counsel of BNY Mellon, and an officer of 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 61 years old and has been an employee of the Manager since May 1986.
OFFICERS OF THE FUND (Unaudited)
(continued)
JEFF PRUSNOFSKY, Vice President and Assistant Secretary since August 2005.
Senior Managing Counsel of BNY Mellon, and an officer of 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 48 years old and has been an employee of the Manager since October 1990.
JAMES WINDELS, Treasurer since November 2001.
Director – Mutual Fund Accounting of the Manager, and an officer of 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 55 years old and has been an employee of the Manager since April 1985.
RICHARD CASSARO, Assistant Treasurer since January 2008.
Senior Accounting Manager – Money Market and Municipal Bond Funds of the Manager, and an officer of 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 54 years old and has been an employee of the Manager since September 1982.
GAVIN C. REILLY, Assistant Treasurer since December 2005.
Tax Manager of the Investment Accounting and Support Department of the Manager, and an officer of 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 45 years old and has been an employee of the Manager since April 1991.
ROBERT S. ROBOL, Assistant Treasurer since August 2003.
Senior Accounting Manager – Fixed Income Funds of the Manager, and an officer of 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 49 years old and has been an employee of the Manager since October 1988.
ROBERT SALVIOLO, Assistant Treasurer since May 2007.
Senior Accounting Manager – Equity Funds of the Manager, and an officer of 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 46 years old and has been an employee of the Manager since June 1989.
ROBERT SVAGNA, Assistant Treasurer since August 2005.
Senior Accounting Manager – Equity Funds of the Manager, and an officer of 69 investment companies (comprised of 166 portfolios) managed by the Manager. He is 46 years old and has been an employee of the Manager since November 1990.
JOSEPH W. CONNOLLY, Chief Compliance Officer since October 2004.
Chief Compliance Officer of the Manager and The Dreyfus Family of Funds (69 investment companies, comprised of 166 portfolios). He is 56 years old and has served in various capacities with the Manager since 1980, including manager of the firm’s Fund Accounting Department from 1997 through October 2001.
MATTHEW D. CONNOLLY, Anti-Money Laundering Compliance Officer since April 2012.
Anti-Money Laundering Compliance Officer of the Distributor since October 2011; from March 2010 to September 2011, Global Head, KYC Reviews and Director, UBS Investment Bank; until March 2010, AML Compliance Officer and Senior Vice President, Citi Global Wealth Management. He is an officer of 64 investment companies (comprised of 161 portfolios) managed by the Manager. He is 41 years old and has been an employee of the Distributor since October 2011.
44
For More Information
Telephone
1-800-DREYFUS
Mail
The Dreyfus Family of Funds, 144 Glenn Curtiss Boulevard, Uniondale, NY 11556-0144
E-mail
Send your request to info@dreyfus.com
Internet
Information can be viewed online or downloaded at: http://www.dreyfus.com
The fund will disclose daily, on www.dreyfus.com, the fund’s complete schedule of holdings as of the end of the previous business day. The schedule of holdings will remain on the website until the fund files its Form N-Q or Form N-CSR for the period that includes the date of the posted holdings.
The fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-Q. The fund’s Forms N-Q are available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.
Information regarding how the fund voted proxies relating to portfolio securities for the most recent 12-month period ended June 30 is available on the SEC’s website at http://www.sec.gov and without charge, upon request, by calling 1-800-DREYFUS.
(d)
All Other Fees
. The aggregate fees billed
in the Reporting Periods for products and services provided by the Auditor,
other than the services reported in paragraphs (a) through (c) of this Item,
were $87 in 2012 and $97 in 2013. These services consisted of a review of the
Registrant's anti-money laundering program.
The
aggregate fees billed in the Reporting Periods for Non-Audit Services by the
Auditor to Service Affiliates, other than the services reported in paragraphs
(b) through (c) of this Item, which required pre-approval by the Audit
Committee, were $200,000 in 2012 and $0 in 2013.
(e)(1) Audit
Committee Pre-Approval Policies and Procedures
. The Registrant's Audit
Committee has established policies and procedures (the "Policy") for
pre-approval (within specified fee limits) of the Auditor's engagements for
non-audit services to the Registrant and Service Affiliates without specific
case-by-case consideration. The pre-approved services in the Policy can include
pre-approved audit services, pre-approved audit-related services, pre-approved
tax services and pre-approved all other services. Pre-approval considerations
include whether the proposed services are compatible with maintaining the
Auditor's independence. Pre-approvals pursuant to the Policy are considered
annually.
(e)(2)
Note: None of the services described in paragraphs (b) through (d) of this Item
4 were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of
Rule 2-01 of Regulation S-X.
(f) None of the
hours expended on the principal accountant's engagement to audit the
registrant's financial statements for the most recent fiscal year were
attributed to work performed by persons other than the principal account's
full-time, permanent employees.
Non-Audit
Fees
. The aggregate non-audit fees
billed by the Auditor for services rendered to the Registrant, and rendered to
Service Affiliates, for the Reporting Periods were $50,505,978 in 2012 and
$51,023,448 in 2013.
Auditor
Independence
. The Registrant's
Audit Committee has considered whether the provision of non-audit services that
were rendered to Service Affiliates, which were not pre-approved (not requiring
pre-approval), is compatible with maintaining the Auditor's independence.
Item 5. Audit
Committee of Listed Registrants.
Not
applicable. [CLOSED-END FUNDS ONLY]
Item 6. Investments.
(a)
Not applicable.
Item 7. Disclosure of Proxy Voting
Policies and Procedures for Closed-End Management Investment Companies.
Not
applicable. [CLOSED-END FUNDS ONLY]
Item 8. Portfolio
Managers of Closed-End Management Investment Companies.
Not applicable. [CLOSED-END FUNDS ONLY,
beginning with reports for periods ended on and after December 31, 2005]