485BPOS 1 lp1.htm POST-EFFECTIVE AMENDMENT NO. 30 lp1.htm - Generated by SEC Publisher for SEC Filing

File Nos. 33-20891
811-5527

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. [_]

Post-Effective Amendment No. 30 [X]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 30 [X]

(Check appropriate box or boxes.)

DREYFUS NEW JERSEY MUNICIPAL MONEY MARKET FUND, INC.
(Exact Name of Registrant as Specified in Charter)

c/o The Dreyfus Corporation
200 Park Avenue, New York, New York 10166
(Address of Principal Executive Offices)(Zip Code)

Registrant's Telephone Number, including Area Code: (212) 922-6000

Michael A Rosenberg, Esq.
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)

It is proposed that this filing will become effective (check appropriate box)

  Immediately upon filing pursuant to paragraph (b)
----  

X On April 1, 2010 pursuant to paragraph (b)
----  

  60 days after filing pursuant to paragraph (a)(i)
----  

  On (date) pursuant to paragraph (a)(i)
----  

  75 days after filing pursuant to paragraph (a)(ii)
----  

  On (date) pursuant to paragraph (a)(ii) of Rule 485
----  



If appropriate, check the following box:

  this post-effective amendment designates a new effective date for a
  previously filed post-effective amendment.
----  



Dreyfus

New Jersey Municipal Money

Market Fund, Inc.

Ticker Symbol: DNJXX

PROSPECTUS April 1, 2010




Contents

Fund Summary  
Fund Summary 1
 
Fund Details  
Goal and Approach 5
Investment Risks 6
Management 7
 
Shareholder Guide  
Buying and Selling Shares 8
Distributions and Taxes 11
Services for Fund Investors 12
Financial Highlights 14
 
For More Information  
See back cover.  



Fund Summary

INVESTMENT OBJECTIVE

The fund seeks to as high a level of current income exempt from federal and New Jersey state income taxes as is consistent with the preservation of capital and the maintenance of liquidity.

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund.

Annual fund operating expenses (expenses that you pay each year as a percentage of the  
value of your investment)  
 
Management fees 0.50
Other expenses (including shareholder services fee)* 0.11
Total annual fund operating expenses* 0.61

*Amounts do not reflect the fee paid by the fund to the U.S. Treasury Department in connection with the fund’s participation under the Treasury Department’s Temporary Guarantee Program for Money Market Funds (the Program). If the Program fee had been reflected, “Other expenses” would have been 0.14% and “Total annual fund operating expenses” would have been 0.64%. These fees would have reflected the fund’s participation in the Program for the period from December 19, 2008 through September 18, 2009 (the termination date of the fund’s participation in the Program).

EXAMPLE

The Example below is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

1 Year 3 Years 5 Years 10 Years
$62 $195 $340 $762

PRINCIPAL INVESTMENT STRATEGY

As a money market fund, the fund is subject to maturity, quality and diversification requirements designed to help it maintain a stable share price. To pursue its goal, the fund normally invests substantially all of its assets in short-term, high quality municipal obligations that provide income exempt from federal and New Jersey state personal income taxes.

Although the fund seeks to provide income exempt from federal and New Jersey state personal income taxes, the fund temporarily may invest in high quality, taxable money market instruments and/or municipal obligations that pay income exempt only from federal income tax, including when the portfolio manager believes acceptable New Jersey state municipal obligations are not available for investment. In addition, interest from some of the fund's holdings may be subject to the federal alternative minimum tax.

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PRINCIPAL RISKS

An investment in the fund is not a bank deposit. It is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency. Although the fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the fund.

The fund’s yield will fluctuate as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates. Additionally, while the fund has maintained a constant share price since inception, and will continue to try to do so, neither Dreyfus nor its affiliates are required to make a capital infusion, enter into a capital support agreement or take other actions to prevent the fund’s share price from falling below $1.00. The following are the principal risks that could reduce the fund’s income level and/or share price:

  • Interest rate risk. This risk refers to the decline in the prices of fixed-income securities that may accompany a rise in the overall level of interest rates. A sharp and unexpected rise in interest rates could cause a money market fund’s share price to drop below a dollar.

  • Credit risk. Failure of an issuer to make timely interest or principal payments, or a decline or perception of a decline in the credit quality of a municipal obligation, can cause the obligation’s price to fall, potentially lowering the fund’s share price. The credit quality of the securities held by the fund can change rapidly in certain market environments, and the default of a single holding could have the potential to cause significant deterioration of the fund’s net asset value.

  • Liquidity risk. When there is little or no active trading market for specific types of securities it can become more difficult to sell the securities at or near their perceived value. In such a market, the value of such securities may fall dramatically, potentially lowering the fund’s share price, even during periods of declining interest rates. Also, during such periods, redemptions by a few large investors in the fund may have a significant adverse effect on the fund’s net asset value and remaining fund shareholders.

  • State-specific risk. The fund is subject to the risk that New Jersey’s economy, and the revenues underlying its municipal bonds, may decline. Investing primarily in a single state makes the fund more sensitive to risks specific to the state and may magnify other risks.

  • Non-diversification risk. The fund is non-diversified, which means that a relatively high percentage of the fund’s assets may be invested in a limited number of issuers. Therefore, the fund’s performance may be more vulnerable to changes in the market value of a single issuer or group of issuers and more susceptible to risks associated with a single economic, political or regulatory occurrence than a diversified fund.

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PERFORMANCE

The following bar chart and table provide some indication of the risks of investing in the fund. The bar chart shows changes in the performance of the fund’s shares from year to year. The table shows the fund’s average annual total return over time. The fund’s past performance is no guarantee of future results. More recent performance information may be available at www.dreyfus.com.

Year-by-year total returns as of 12/31 each year (%)

Best Quarter (Q4, 2000) 0.87%. Worst Quarter (Q4, 2009) 0.00%

Average annual total returns as of 12/31/09    
1 Year 5 Years 10 Years
0.19% 1.97% 1.72%

For the fund’s current 7-day yield, please call toll free: 1-800-645-6561

PORTFOLIO MANAGEMENT

The fund’s investment adviser is The Dreyfus Corporation.

PURCHASE AND SALE OF FUND SHARES

In general, the fund’s minimum initial investment is $2,500 You may sell your shares on any business day by calling 1-800-645-6551 or by visiting www.dreyfus.com. You may also mail your request to sell shares to The Dreyfus Family of Funds, P.O. Box 55263, Boston, MA 02205-5263.

TAX INFORMATION

The fund anticipates that virtually all dividends paid will be exempt from federal and New Jersey state personal income taxes. However, for federal tax purposes, certain distributions, such as distributions of short-term capital gains, are taxable as ordinary income, while long-term capital gains are taxable as capital gains.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

If you purchase shares through a broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

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Fund Details

GOAL AND APPROACH

The fund seeks as high a level of current income exempt from federal and New Jersey state income taxes as is consistent with the preservation of capital and the maintenance of liquidity. As a money market fund, the fund is subject to maturity, quality and diversification requirements designed to help it maintain a stable share price of $1.00.

To pursue its goal, the fund normally invests substantially all of its assets in short-term, high quality municipal obligations that provide income exempt from federal and New Jersey state personal income taxes.

The fund also may invest in high quality short-term structured notes, which are derivative instruments whose value is tied to underlying municipal obligations.

Generally, the fund is required to invest its assets in the securities of issuers with the highest or second-highest credit rating or the unrated equivalent as determined by Dreyfus. Additionally, the fund is required to maintain an average dollar weighted portfolio maturity of 90 days or less and buy individual securities that have remaining maturities of 13 months or less.

Although the fund seeks to provide income exempt from federal and New Jersey state income taxes, interest from some of the fund’s holdings may be subject to the federal alternative minimum tax. In addition, the fund temporarily may invest in high quality, taxable money market instruments and/or municipal obligations that may pay income exempt only from federal income tax, including when the portfolio manager believes acceptable New Jersey municipal obligations are not available for investment.

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INVESTMENT RISKS

An investment in the fund is not a bank deposit. It is not insured or guaranteed by the FDIC or any other government agency. Although the fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the fund.

The fund’s yield will fluctuate as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates. Additionally, while the fund has maintained a constant share price since inception, and will continue to try to do so, neither Dreyfus nor its affiliates are required to make a capital infusion, enter into a capital support agreement or take other actions to prevent the fund’s share price from falling below $1.00. The following are the principal risks that could reduce the fund’s income level and/or share price:

  • Interest rate risk. This risk refers to the decline in the prices of fixed-income securities that may accompany a rise in the overall level of interest rates. The fund’s yield will vary; it is not fixed for a specific period like the yield on a bank certificate of deposit. A sharp and unexpected rise in interest rates could cause a money market fund’s share price to drop below a dollar. However, the extremely short maturities of the securities held in money market portfolios - a means of achieving an overall fund objective of principal safety - reduces their potential for price fluctuation.

  • Credit risk. Failure of an issuer to make timely interest or principal payments, or a decline or perception of a decline in the credit quality of a municipal obligation, can cause the obligation’s price to fall, potentially lowering the fund's share price. Although the fund invests only in high quality debt securities, any of the fund’s holdings could have its credit rating downgraded or could default. The credit quality of the securities held by the fund can change rapidly in certain market environments, and the default of a single holding could have the potential to cause significant deterioration of the fund’s net asset value.

  • Liquidity risk. When there is little or no active trading market for specific types of securities it can become more difficult to sell the securities at or near their perceived value. In such a market, the value of such securities may fall dramatically, potentially lowering the fund’s share price, even during periods of declining interest rates. Also, during such periods, redemptions by a few large investors in the fund may have a significant adverse effect on the fund’s net asset value and remaining fund shareholders.

  • Tax risk. To be tax-exempt, municipal obligations generally must meet certain regulatory requirements. If any such municipal obligation fails to meet these regulatory requirements, the interest received by the fund from its investment in such obligations and distributed to fund shareholders will be taxable.

  • Derivatives risk. Derivative securities, such as structured notes, can be volatile, and the possibility of default by the financial institution or counterparty may be greater for these securities than for other types of money market instruments. Structured notes typically are purchased in privately negotiated transactions from financial institutions and, thus, an active trading market for such instruments may not exist.

  • State-specific risk. The fund is subject to the risk that New Jersey’s economy, and the revenues underlying its municipal bonds, may decline. Investing primarily in a single state makes the fund more sensitive to risks specific to the state and may magnify other risks.

  • Non-diversification risk. The fund is non-diversified, which means that a relatively high percentage of the fund’s assets may be invested in a limited number of issuers. Therefore, the fund’s performance may be more vulnerable to changes in the market value of a single issuer or group of issuers and more susceptible to risks associated with a single economic, political or regulatory occurrence than a diversified fund.

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MANAGEMENT

The investment adviser for the fund is The Dreyfus Corporation (Dreyfus), 200 Park Avenue, New York, New York 10166. Founded in 1947, Dreyfus manages approximately $307 billion in 189 mutual fund portfolios. For the past fiscal year, the fund paid Dreyfus a management fee at the annual rate of 0.50% of the fund’s average daily net assets. A discussion regarding the basis for the board’s approving the fund’s management agreement with Dreyfus is available in the fund’s annual report for the fiscal year ended November 30, 2009. Dreyfus is the primary mutual fund business of The Bank of New York Mellon Corporation (BNY Mellon), a global financial services company focused on helping clients move and manage their financial assets, operating in 34 countries and serving more than 100 markets. BNY Mellon is a leading provider of financial services for institutions, corporations and high-net-worth individuals, providing asset and wealth management, asset servicing, issuer services, and treasury services through a worldwide client-focused team. BNY Mellon has more than $22.3 trillion in assets under custody and administration and $1.1 trillion in assets under management, and it services more than $12.0 trillion in outstanding debt. Additional information is available at www.bnymellon.com.

The Dreyfus asset management philosophy is based on the belief that discipline and consistency are important to investment success. For each fund, Dreyfus seeks to establish clear guidelines for portfolio management and to be systematic in making decisions. This approach is designed to provide each fund with a distinct, stable identity.

MBSC Securities Corporation (MBSC), a wholly owned subsidiary of Dreyfus, serves as distributor of the fund and for the other funds in the Dreyfus Family of Funds. Rule 12b-1 fees and shareholder services fees are paid to MBSC for financing the sale and distribution of fund shares and for providing shareholder account service and maintenance, respectively. Dreyfus or MBSC may provide cash payments out of its own resources to financial intermediaries that sell shares of funds in the Dreyfus Family of Funds or provide other services. Such payments are separate from any sales charges, 12b-1 fees and/or shareholder services fees or other expenses that may be paid by a fund to those intermediaries. Because those payments are not made by fund shareholders or the fund, the fund’s total expense ratio will not be affected by any such payments. These payments may be made to intermediaries, including affiliates, that provide shareholder servicing, sub-administration, recordkeeping and/or sub-transfer agency services, marketing support and/or access to sales meetings, sales representatives and management representatives of the financial intermediary. Cash compensation also may be paid from Dreyfus’ or MBSC’s own resources to intermediaries for inclusion of a fund on a sales list, including a preferred or select sales list or in other sales programs. These payments sometimes are referred to as “revenue sharing.” From time to time, Dreyfus or MBSC also may provide cash or non-cash compensation to financial intermediaries or their representatives in the form of occasional gifts; occasional meals, tickets or other entertainment; support for due diligence trips; educational conference sponsorships; support for recognition programs; and other forms of cash or non-cash compensation permissible under broker-dealer regulations. In some cases, these payments or compensation may create an incentive for a financial intermediary or its employees to recommend or sell shares of the fund to you. Please contact your financial representative for details about any payments they or their firm may receive in connection with the sale of fund shares or the provision of services to the fund.

The fund, Dreyfus and MBSC have each adopted a code of ethics that permits its personnel, subject to such code, to invest in securities, including securities that may be purchased or held by the fund. Each code of ethics restricts the personal securities transactions of employees, and requires portfolio managers and other investment personnel to comply with the code’s preclearance and disclosure procedures. The primary purpose of the respective codes is to ensure that personal trading by employees does not disadvantage any fund managed by Dreyfus or its affiliates.

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Shareholder Guide

BUYING AND SELLING SHARES

Valuing Shares

You pay no sales charges to invest in this fund. Your price for shares is the net asset value per share (NAV), which is generally calculated as of 12:00 noon Eastern time on days the New York Stock Exchange is open for regular business. Your order will be priced at the next NAV calculated after your order is received in proper form by the fund’s transfer agent or other authorized entity.

The fund’s portfolio securities are valued at amortized cost, which does not take into account unrealized gains or losses. As a result, portfolio securities are valued at their acquisition cost, adjusted over time based on the discounts or premiums reflected in their purchase price. The fund uses the amortized cost method of valuation pursuant to Rule 2a-7 under the Investment Company Act of 1940 in order to be able to price its shares at $1.00 per share. In accordance with Rule 2a-7, the fund is subject to certain maturity, quality and diversification requirements to help it maintain the $1.00 per share price. Because the fund seeks tax exempt income, it is not recommended for purchase in IRAs or other qualified retirement plans.

When calculating its NAV, the fund compares the NAV using amortized cost to its NAV using available market quotations or market equivalents, which generally are provided by an independent pricing service approved by the fund’s board. The pricing service’s procedures are reviewed under the general supervision of the board.

How to Buy Shares

By Mail – Regular Accounts. To open a regular account, complete an application and mail, together with a check payable to The Dreyfus Family of Funds, to:

The Dreyfus Family of Funds
P.O. Box 55299
Boston, MA 02205-5299

To purchase additional shares in a regular account, mail a check payable to The Dreyfus Family of Funds (with your account number on your check), together with an investment slip, to:

The Dreyfus Family of Funds
P.O. Box 105
Newark, NJ 07101-0105

Electronic Check or Wire. To purchase shares in a regular account by wire or electronic check, please call 1-800-645-6561 (outside the U.S. 516-794-5452) for more information.

Dreyfus TeleTransfer. To purchase additional shares in a regular account by Dreyfus TeleTransfer, which will transfer money from a pre-designated bank account, request the account service on your application. Call us at 1-800-645-6561 (outside the U.S. 516-794-5452) or visit www.dreyfus.com to request your transaction.

Automatically. You may purchase additional shares in a regular account by selecting one of Dreyfus’ automatic investment services made available to the fund on your account application or service application. See “Services for Fund Investors.”

In Person. Visit a Dreyfus Financial Center. Please call us for locations.

The minimum initial and subsequent investment for regular accounts is $2,500 and $100, respectively.  Investments made through Dreyfus TeleTransfer are subject to a $100 minimum and a $150,000 maximum. All

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investments must be in U.S. dollars. Third-party checks, cash, travelers’ checks or money orders will not be accepted. You may be charged a fee for any check that does not clear.

How to Sell Shares

You may sell (redeem) shares at any time. Your shares will be sold at the next NAV calculated after your order is received in proper form by the fund’s transfer agent or other authorized entity. Any certificates representing fund shares being sold must be returned with your redemption request. Your order will be processed promptly and you will generally receive the proceeds within a week.

Before selling or writing a check against shares recently purchased by check, Dreyfus TeleTransfer or Automatic Asset Builder, please note that:

  • If you send a written request to sell such shares, the fund may delay selling the shares for up to eight business days following the purchase of those shares

  • The fund will not honor redemption checks, or process wire, telephone, online or Dreyfus TeleTransfer redemption requests for up to eight business days following the purchase of those shares.

By Mail — Regular Account. To redeem shares of a regular account by mail, send a letter of instruction that includes your name, your account number, the name of the fund, the dollar amount to be redeemed and how and where to send the proceeds. Mail your request to:

The Dreyfus Family of Funds
P.O. Box 55263
Boston, MA 02205-5263

A signature guarantee is required for some written sell orders. These include:

  • amounts of $10,000 or more on accounts whose address has been changed within the last 30 days

  • requests to send the proceeds to a different payee or address

  • amounts of $100,000 or more

A signature guarantee helps protect against fraud. You can obtain one from most banks or securities dealers, but not from a notary public. For joint accounts, each signature must be guaranteed. Please call to ensure that your signature guarantee will be processed correctly.

Telephone or Online. To sell shares in a regular account, call Dreyfus at 1-800-645-6561 (outside the U.S. 516-794-5452) or visit www.dreyfus.com to request your transaction.

A check will be mailed to your address of record or you may request a wire or electronic check (Dreyfus TeleTransfer). For wires or Dreyfus TeleTransfer, be sure that the fund has your bank account information on file. Proceeds will be wired or sent by electronic check to your bank account.

You may request that redemption proceeds be paid by check and mailed to your address of record (maximum $250,000 per day). You may request that redemption proceeds be sent to your bank by wire (minimum $1,000/maximum $20,000 per day) or by Dreyfus TeleTransfer (minimum $500/maximum $20,000 per day). Holders of joint accounts may redeem by wire or through Dreyfus TeleTransfer up to $500,000 within any 30-day period.

Automatically. You may sell shares in a regular account by calling 1-800-645-6561 (outside the U.S. 516-794-5452) for instructions to establish the Dreyfus Automatic Withdrawal Plan.

In Person. Visit a Dreyfus Financial Center. Please call us for locations.

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General Policies

Unless you decline teleservice privileges on your application, the fund’s transfer agent is authorized to act on telephone or online instructions from any person representing himself or herself to be you and reasonably believed by the transfer agent to be genuine. You may be responsible for any fraudulent telephone or online order as long as the fund’s transfer agent takes reasonable measures to confirm that instructions are genuine.

If you invest through a financial intermediary (rather than directly with the distributor), the policies and fees may be different than those described herein. Banks, brokers, 401(k) plans, financial advisers and financial supermarkets may charge transaction fees and may set different minimum investments or limitations on buying or selling shares. Please consult your financial representative or the Statement of Additional Information.

Money market funds generally are used by investors for short-term investments, often in place of bank checking or savings accounts, or for cash management purposes. Investors value the ability to add and withdraw their funds quickly, without restriction. For this reason, although Dreyfus discourages excessive trading and other abusive trading practices, the fund has not adopted policies and procedures, or imposed redemption fees or other restrictions such as minimum holding periods, to deter frequent purchases and redemptions of fund shares.Dreyfus also believes that money market funds, such as the fund, are not targets of abusive trading practices, because money market funds seek to maintain a $1.00 per share price and typically do not fluctuate in value based on market prices. However, frequent purchases and redemptions of the fund’s shares could increase the fund’s transaction costs, such as market spreads and custodial fees, and may interfere with the efficient management of the fund’s portfolio, which could detract from the fund’s performance. Accordingly, the fund reserves the right to refuse any purchase or exchange request. Funds in the Dreyfus Family of Funds that are not money market mutual funds have approved polices and procedures that are intended to discourage and prevent abusive trading practices in those mutual funds, which may apply to exchanges from or into a fund. If you plan to exchange your fund shares for shares of another Dreyfus fund, please read the prospectus of that other Dreyfus fund for more information.

The fund also reserves the right to:

  • refuse any purchase or exchange request

  • change or discontinue its exchange privilege, or temporarily suspend the privilege during unusual market conditions

  • change its minimum or maximum investment amounts

  • delay sending out redemption proceeds for up to seven days (generally applies only during unusual market conditions or in cases of very large redemptions or excessive trading)

  • “redeem in kind,” or make payments in securities rather than cash, if the amount redeemed is large enough to affect fund operations (for example, if it exceeds 1% of the fund’s assets)

The fund also may process purchase and sale orders and calculate its NAV on days the fund’s primary trading markets are open and the fund’s management determines to do so.

Small Account Policies

To offset the relatively higher costs of servicing smaller accounts, the fund charges regular accounts with balances below $2,000 an annual fee of $12. The fee will be imposed during the fourth quarter of each calendar year.

The fee will be waived for: any investor whose aggregate Dreyfus mutual fund investments total at least $25,000; accounts participating in automatic investment programs; and accounts opened through a financial institution.

If your account falls below $500, the fund may ask you to increase your balance. If it is still below $500 after 45 days, the fund may close your account and send you the proceeds.

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DISTRIBUTIONS AND TAXES

The fund earns dividends, interest and other income from its investments, and distributes this income (less expenses) to shareholders as dividends. The fund also realizes capital gains from its investments, and distributes these gains (less any losses) to shareholders as capital gain distributions. The fund normally pays dividends once a month and capital gain distributions annually. Fund dividends and distributions will be reinvested in the fund unless you instruct the fund otherwise. There are no fees or sales charges on reinvestments.

The fund anticipates that virtually all dividends paid to you will be exempt from federal and New Jersey state personal income taxes. However, for federal tax purposes, certain distributions, such as distributions of short-term capital gains, are taxable to you as ordinary income, while long-term capital gains are taxable to you as capital gains.

For New Jersey state personal income tax purposes, distributions derived from interest on municipal securities of New Jersey issuers and from interest on qualifying securities issued by U.S. territories and possessions are generally exempt from tax. Distributions that are federally taxable as ordinary income or capital gains are generally subject to New Jersey state personal income taxes.

The tax status of any distribution generally is the same regardless of how long you have been in the fund and whether you reinvest your distributions or take them in cash.

If you buy shares of a fund when the fund has realized but not yet distributed income or capital gains, you will be “buying a dividend” by paying the full price for the shares and then receiving a portion back in the form of a taxable distribution.

Your sale of shares, including exchanges into other funds, may result in a capital gain or loss for tax purposes. A capital gain or loss on your investment in the fund generally is the difference between the cost of your shares and the amount you receive when you sell them.

The tax status of your distributions will be detailed in your annual tax statement from the fund. Because everyone’s tax situation is unique, please consult your tax advisor before investing.

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SERVICES FOR FUND INVESTORS

Automatic services

Buying or selling shares automatically is easy with the services described below. With each service, you select a schedule and amount, subject to certain restrictions. If you purchase shares through a third party, the third party may impose different restrictions on these services and privileges, or may not make them available at all. For information, call your financial representative or 1-800-645-6561.

Dreyfus Automatic Asset Builder® permits you to purchase fund shares (minimum of $100 and maximum of $150,000 per transaction) at regular intervals selected by you. Fund shares are purchased by transferring funds from the bank account designated by you.

Dreyfus Payroll Savings Plan permits you to purchase fund shares (minimum of $100 per transaction) automatically through a payroll deduction.

Dreyfus Government Direct Deposit permits you to purchase fund shares (minimum of $100 and maximum of $50,000 per transaction) automatically from your federal employment, Social Security or other regular federal government check.

Dreyfus Dividend Sweep permits you to automatically reinvest dividends and distributions from the fund into another Dreyfus Fund (not available for IRAs).

Dreyfus Auto-Exchange Privilege permits you to exchange at regular intervals your fund shares for shares of other Dreyfus Funds.

Dreyfus Automatic Withdrawal Plan permits you to make withdrawals (minimum of $50) on a monthly or quarterly basis, provided your account balance is at least $5,000.

Exchange privilege

Generally, you can exchange shares worth $500 or more (no minimum for retirement accounts) into other Dreyfus Funds. You can request your exchange by contacting your financial representative. Be sure to read the current prospectus for any fund into which you are exchanging before investing. Any new account established through an exchange generally will have the same privileges as your original account (as long as they are available). There is currently no fee for exchanges, although you may be charged a sales load when exchanging into any fund that has one. See the SAI for more information regarding exchanges.

Dreyfus TeleTransfer privilege

To move money between your bank account and your Dreyfus Fund account with a phone call or online, use the Dreyfus TeleTransfer privilege. You can set up Dreyfus TeleTransfer on your account by providing bank account information and following the instructions on your application, or contacting your financial representative.

Account Statements

Every Dreyfus Fund investor automatically receives regular account statements. You will also be sent a yearly statement detailing the tax characteristics of any dividends and distributions you have received.

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Checkwriting privilege

You may write redemption checks against your account in amounts of $500 or more. These checks are free; however, a fee will be charged if you request a stop payment or if the transfer agent cannot honor a redemption check due to insufficient funds or another valid reason. Please do not postdate your checks or use them to close your account.

Dreyfus Express®
voice-activated account access

You can easily manage your Dreyfus accounts, check your account balances, purchase fund shares, transfer money between your Dreyfus Funds, get price and yield information, and much more, by calling 1-800-645-6561. Certain requests require the services of a representative.

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FINANCIAL HIGHLIGHTS

These financial highlights describe the performance of the fund’s shares for the fiscal periods indicated. “Total return” shows how much your investment in the fund would have increased (or decreased) during each period, assuming you had reinvested all dividends and distributions. These financial highlights have been audited by Ernst & Young LLP, an independent registered public accounting firm, whose report, along with the fund’s financial statements, is included in the annual report, which is available upon request.

          Ten Months Year Ended
  Year Ended November 30,   Ended January 31,
          November 30,  
 
  2009 2008 2007 2006 2005 a 2005
Per Share Data ($):            
Net asset value, beginning of period 1.00 1.00 1.00 1.00 1.00 1.00
Investment Operations:            
Investment income--net .003 .021 .031 .027 .015 .006
Distributions:            
Dividends from investment income--net (.003) (.021) (.031) (.027) (.015) (.006)
Net asset value, end of period 1.00 1.00 1.00 1.00 1.00 1.00
Total Return (%) .27 2.13 3.11 2.76 1.79 b .64
Ratios/Supplemental Data (%):            
Ratio of total expenses to average net .64 .60 .62 .64 .65 b .65
assets            
Ratio of net expenses to average net .60 .59 .61 .64 .65 b .65 c
assets            
Ratio of net investment income to .27 2.05 3.07 2.73 1.79 b .63
average net assets            
Net Assets, end of period ($ x 1,000) 434,393 497,086 476,915 374,567 372,699 342,316

a The fund has changed its fiscal year end from January 31 to November 30.
b Annualized
c Expense waivers and/or reimbursements amounted to less than .01%

14



For More Information

Dreyfus New Jersey Municipal Money Market Fund, Inc.

SEC file number: 811-5527

More information on this fund is available free upon request, including the following:

Annual/Semiannual Report

Describes the fund’s performance, lists portfolio holdings and contains a letter from the fund’s manager discussing recent market conditions, economic trends and fund strategies that significantly affected the fund’s performance during the last fiscal year.The fund’s most recent annual and semiannual reports are available at www.dreyfus.com.

Statement of Additional Information (SAI)

Provides more details about the fund and its policies. A current SAI is available at www.dreyfus.com and is on file with the Securities and Exchange Commission (SEC). The SAI is incorporated by reference (is legally considered part of this prospectus).

Portfolio Holdings

Dreyfus funds generally disclose their complete schedule of portfolio holdings monthly with a 30-day lag at www.dreyfus.com under Mutual Fund Center – Dreyfus Mutual Funds – Mutual Fund Total Holdings. Complete holdings as of the end of the calendar quarter are disclosed 15 days after the end of such quarter. Dreyfus money market funds generally disclose their complete schedule of holdings daily. The schedule of holdings for a fund will remain on the website until the fund files its Form N-Q or Form N-CSR for the period that includes the dates of the posted holdings.

A complete description of the fund’s policies and procedures with respect to the disclosure of the fund’s portfolio securities is available in the fund’s SAI.

To obtain information:

By telephone Call 1-800-645-6561

By mail Write to:
The Dreyfus Family of Funds
144 Glenn Curtiss Boulevard
Uniondale, NY 11556-0144

By E-mail Send your request to info@dreyfus.com

On the Internet Certain fund documents can be viewed online or downloaded from:

SEC http://www.sec.gov

Dreyfus http://www.dreyfus.com

You can also obtain copies, after paying a duplicating fee, by visiting the SEC’s Public Reference Room in Washington, DC (for information, call 1-202-551-8090) or by E-mail request to publicinfo@sec.gov, or by writing to the SEC’s Public Reference Section, Washington, DC 20549-0102.

© 2010 MBSC Securities Corporation

0758P0410



DREYFUS NEW JERSEY MUNICIPAL MONEY MARKET FUND, INC.

STATEMENT OF ADDITIONAL INFORMATION

 

APRIL 1, 2010

 

     This Statement of Additional Information, which is not a prospectus, supplements and should be read in conjunction with the current Prospectus of Dreyfus New Jersey Municipal Money Market Fund, Inc. (the “Fund”), dated April 1, 2010, as the Prospectus may be revised from time to time. To obtain a copy of the Fund’s Prospectus, please call your financial adviser, or write to the Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144, visit www.dreyfus.com, or call one of the following numbers:

 

Call Toll Free 1-800-645-6561
In New York City -- Call 1-718-895-1206
Outside the U.S. -- Call 516-794-5452

     The Fund’s most recent Annual Report and Semi-Annual Report to Shareholders are separate documents supplied with this Statement of Additional Information, and the financial statements, accompanying notes and report of the independent registered public accounting firm appearing in the Annual Report are incorporated by reference into this Statement of Additional Information.

                       TABLE OF CONTENTS

  Page
Description of the Fund B-2
Management of the Fund B-9
Management Arrangements B-17
How to Buy Shares B-21
Shareholder Services Plan B-24
How to Redeem Shares B-24
Shareholder Services B-27
Determination of Net Asset Value B-30
Dividends, Distributions and Taxes B-31
Portfolio Transactions B-32
Information About the Fund B-36
Counsel and Independent Registered Public Accounting Firm B-36
Appendix A B-36
Appendix B B-54



DESCRIPTION OF THE FUND

     The Fund is a Maryland corporation incorporated on April 4, 1988. The Fund is an open-end, management investment company, known as a municipal money market mutual fund. As a municipal money market fund, the Fund invests in debt obligations issued by states, territories and possessions of the United States and the District of Columbia and their political subdivisions, agencies and instrumentalities, or multistate agencies or authorities, and certain other specified securities, the interest from which is, in the opinion of bond counsel to the issuer, exempt from Federal income tax (“Municipal Obligations”).

     The Dreyfus Corporation (the “Manager” or “Dreyfus”) serves as the Fund’s investment adviser.

MBSC Securities Corporation (the “Distributor”) is the distributor of the Fund’s shares.

Certain Portfolio Securities

     The following information supplements and should be read in conjunction with the Fund’s Prospectus.

     Municipal Obligations. As a fundamental policy, the Fund normally invests at least 80% of its net assets (plus any borrowings for investment purposes) in the Municipal Obligations of the State of New Jersey, its political subdivisions, authorities and corporations, and certain other specified securities that provide income exempt from Federal and State of New Jersey personal income taxes (collectively, “New Jersey Municipal Obligations”). To the extent acceptable New Jersey Municipal Obligations are at any time unavailable for investment by the Fund, the Fund will invest temporarily in other Municipal Obligations. Municipal Obligations generally include debt obligations issued to obtain funds for various public purposes as well as certain industrial development bonds issued by or on behalf of public authorities. Municipal Obligations are classified as general obligation bonds, revenue bonds and notes. General obligation bonds are secured by the issuer’s pledge of its full faith, credit and taxing power for the payment of principal and interest. Revenue bonds are payable from the revenue derived from a particular facility or class of facilities or, in some cases, from the proceeds of a special excise or other specific revenue source, but not from the general taxing power. Tax exempt industrial development bonds, in most cases, are revenue bonds that do not carry the pledge of the credit of the issuing municipality, but generally are guaranteed by the corporate entity on whose behalf they are issued. Notes are short-term instruments which are obligations of the issuing municipalities or agencies and are sold in anticipation of a bond sale, collection of taxes or receipt of other revenues. Municipal Obligations include municipal lease/purchase agreements, which are similar to installment purchase contracts for property or equipment issued by municipalities. Municipal Obligations bear fixed, floating or variable rates of interest.

     The yields on Municipal Obligations are dependent on a variety of factors, including general economic and monetary conditions, money market factors, conditions in the Municipal Obligations market, size of a particular offering, maturity of the obligation, and rating of the issue.



     Municipal Obligations include certain private activity bonds (a type of revenue bond), the income from which is subject to the alternative minimum tax (AMT). The Fund may invest without limitation in such Municipal Obligations if the Manager determines that their purchase is consistent with the Fund’s investment objective.

Certain Tax Exempt Obligations. The Fund may purchase floating and variable rate demand notes and bonds, which are tax exempt obligations ordinarily having stated maturities in excess of 13 months, but which permit the holder to demand payment of principal at any time, or at specified intervals not exceeding 13 months, in each case upon not more than 30 days’ notice. Variable rate demand notes include master demand notes which are obligations that permit the Fund to invest fluctuating amounts, at varying rates of interest, pursuant to direct arrangements between the Fund, as lender, and the borrower. These obligations permit daily changes in the amount borrowed. Because these obligations are direct lending arrangements between the lender and borrower, it is not contemplated that such instruments generally will be traded, and there generally is no established secondary market for these obligations, although they are redeemable at face value, plus accrued interest. Accordingly, where these obligations are not secured by letters of credit or other credit support arrangements, the Fund’s right to redeem is dependent on the ability of the borrower to pay principal and interest on demand. Each obligation purchased by the Fund will meet the quality criteria established for the purchase of Municipal Obligations.

Derivative Products. The Fund may purchase various derivative products whose value is tied to underlying Municipal Obligations. The Fund will purchase only those derivative products that are consistent with its investment objective and policies and comply with the quality, maturity and diversification standards of Rule 2a-7 under the Investment Company Act of 1940, as amended (the “1940 Act”). The principal types of derivative products are described below.

     (1) Tax Exempt Participation Interest. Tax-exempt participation interests (such as industrial development bonds and municipal lease/purchase agreements) give the Fund an undivided interest in a Municipal Obligation in the proportion that the Fund’s participation interest bears to the total principal amount of the Municipal Obligation. Participation interests may have fixed, floating or variable rates of interest, and are frequently backed by an irrevocable letter of credit or guarantee of a bank.

     (2) Tender Option Bonds. Tender option bonds grant the holder an option to tender an underlying Municipal Obligation at par plus accrued interest at specified intervals to a financial institution that acts as a liquidity provider. The holder of a tender option bond effectively holds a demand obligation that bears interest at the prevailing short-term tax exempt rate.

     (3) Custodial Receipts. In a typical custodial receipt arrangement, an issuer of a Municipal Obligation deposits it with a custodian in exchange for two classes of custodial receipts. One class has the characteristics of a typical auction rate security, where at specified intervals its interest rate is adjusted and ownership changes. The other class’s interest rate also is adjusted, but inversely to changes in the interest rate of the first class.

     (4) Structured Notes. Structured notes typically are purchased in privately negotiated transactions from financial institutions and, therefore, may not have an active trading market.



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.

Ratings of Municipal Obligations. The Fund may invest only in those Municipal Obligations which are rated in one of the two highest rating categories for debt obligations by at least two rating organizations (or one rating organization if the instrument was rated by only one such organization) or, if unrated, are of comparable quality as determined in accordance with procedures established by the Fund’s Board.

     The average distribution of investments (at value) in Municipal Obligations (including notes) by rating for the fiscal year ended November 30, 2009, computed on a monthly basis, was as follows:

    Moody’s Investors   Standard & Poor’s  
Fitch Ratings   Service, Inc.   Ratings Services Percentage
(“Fitch”) or (“Moody’s”) or (“S&P”) of Value
 
F-1+/F-1   MIG1/VMIG1, P-1   SP-1+/SP-1, 77.2%
        A1+/A1  
AAA/AA   Aaa/Aa   AAA/AA 6.1%
Not Rated   Not Rated   Not Rated 16.7%
          100.0%

     If, subsequent to its purchase by the Fund, (a) an issue of rated Municipal Obligations ceases to be rated in the highest rating category by at least two rating organizations (or one rating organization if the instrument was rated by only one such organization) or the Fund’s Board determines that it is no longer of comparable quality or (b) the Manager becomes aware that any portfolio security not so highly rated or any unrated security has been given a rating by any rating organization below the rating organization’s second highest rating category, the Fund’s Board will reassess promptly whether such security presents minimal credit risk and will cause the Fund to take such action as it determines is in the best interest of the Fund and its shareholders; provided that the reassessment required by clause (b) is not required if the portfolio security is disposed of or matures within five business days of the Manager becoming aware of the new rating and the Fund’s Board is subsequently notified of the Manager’s actions.

     To the extent the ratings given by Moody’s, S&P or Fitch (collectively, the “Rating Agencies”) for Municipal Obligations may change as a result of changes in such organization or their rating systems, the Fund will attempt to use comparable ratings as standards for its investments in accordance with the investment policies described in the Fund’s Prospectus and

(1) Included in the not rated category are securities which, while not rated, all have been
determined by the Manager to be of comparable quality to securities in the MIG1/SP-1/F-1
rating category.



this Statement of Additional Information. The ratings of the Rating Agencies represent their opinions as to the quality of the Municipal Obligations which they undertake to rate. It should be emphasized, however, that ratings are relative and subjective and are not absolute standards of quality. Although these ratings may be an initial criterion for selection of portfolio investments, the Manager also will evaluate these securities and the creditworthiness of the issuers of such securities.

     Taxable Investments. From time to time, on a temporary basis other than for temporary defensive purposes (but not to exceed 20% of the value of the Fund’s net assets) or for temporary defensive purposes, the Fund may invest in taxable short-term investments (“Taxable Investments”) consisting of: notes of issuers having, at the time of purchase, a quality rating within the two highest grades of a Rating Agency; obligations of the U.S. Government, its agencies or instrumentalities; commercial paper rated not lower than P-2 by Moody’s, A-2 by S&P or F-2 by Fitch; certificates of deposit of U.S. domestic banks, including foreign branches of domestic banks, with assets of $1 billion or more; time deposits; bankers’ acceptances and other short-term bank obligations; and repurchase agreements in respect of any of the foregoing. Dividends paid by the Fund that are attributable to income earned by the Fund from Taxable Investments will be taxable to investors. See “Dividends, Distributions and Taxes.” Except for temporary defensive purposes, at no time will more than 20% of the value of the Fund’s net assets be invested in Taxable Investments. If the Fund purchases Taxable Investments, it will value them using the amortized cost method and comply with the provisions of Rule 2a-7 relating to purchases of taxable instruments. When the Fund has adopted a temporary defensive position, including when acceptable New Jersey Municipal Obligations are unavailable for investment by the Fund, in excess of 20% of the Fund’s net assets may be invested in securities that are not exempt from State of New Jersey income tax. Under normal market conditions, the Fund anticipates that not more than 5% of the value of its total assets will be invested in any one category of Taxable Investments.

     Illiquid Securities. The Fund may invest up to 10% of the value of its net assets in securities as to which a liquid trading market does not exist, provided such investments are consistent with the Fund’s investment objective. Such securities may include securities that are not readily marketable, such as securities subject to legal or contractual restrictions on resale, and repurchase agreements providing for settlement in more than seven days after notice. As to these securities, the Fund is subject to a risk that should the Fund desire to sell them when a ready buyer is not available at a price the Fund deems representative of their value, the value of the Fund’s net assets could be adversely affected.

Investment Techniques

     The following information supplements and should be read in conjunction with the Fund’s Prospectus.

     Borrowing Money. The Fund may borrow money from banks, but only for temporary or emergency (not leveraging) purposes, in an amount up to 15% of the value of its total assets (including the amount borrowed) valued at the lesser of cost or market, less liabilities (not including the amount borrowed) at the time the borrowing is made. While such borrowings



exceed 5% of the value of the Fund’s total assets, the Fund will not make any additional investments.

     Stand-By Commitments. To the extent consistent with the requirements for a “qualified investment fund” under the New Jersey gross income tax, the Fund may acquire “stand-by commitments” with respect to Municipal Obligations held in its portfolio. Under a stand-by commitment, the Fund obligates a broker, dealer or bank to repurchase, at the Fund’s option, specified securities at a specified price and, in this respect, stand-by commitments are comparable to put options. The exercise of a stand-by commitment, therefore, is subject to the ability of the seller to make payment on demand. The Fund will acquire stand-by commitments solely to facilitate portfolio liquidity and does not intend to exercise its rights thereunder for trading purposes. The Fund may pay for stand-by commitments if such action is deemed necessary, thus increasing to a degree the cost of the underlying Municipal Obligation and similarly decreasing such security’s yield to investors. Gains realized in connection with standby commitments will be taxable.

     Forward Commitments. The Fund may purchase Municipal Obligations and other securities on a forward commitment, when-issued or delayed delivery basis, which means that delivery and payment take place in the future after the date of the commitment to purchase. The payment obligation and the interest rate receivable on a forward commitment, when-issued or delayed delivery security are fixed when the Fund enters into the commitment, but the Fund does not make payment until it receives delivery from the counterparty. The Fund will commit to purchase such securities only with the intention of actually acquiring the securities, but the Fund may sell these securities before the settlement date if it is deemed advisable. The Fund will segregate permissible liquid assets at least equal at all times to the amount of the Fund’s purchase commitments.

     Municipal Obligations and other securities purchased on a forward commitment, when-issued or delayed delivery basis are subject to changes in value (generally changing in the same way, i.e., appreciating when interest rates decline and depreciating when interest rates rise) based upon the public’s perception of the creditworthiness of the issuer and changes, real or anticipated, in the level of interest rates. Securities purchased on a forward commitment, when-issued or delayed delivery basis may expose the Fund to risks because they may experience such fluctuations prior to their actual delivery. Purchasing securities on a forward commitment, when-issued or delayed delivery basis can involve the additional risk that the yield available in the market when the delivery takes place actually may be higher than that obtained in the transaction itself. Purchasing securities on a forward commitment, when-issued or delayed delivery basis when the Fund is fully or almost fully invested may result in greater potential fluctuation in the value of the Fund’s net assets and its net asset value per share.

Certain Investment Considerations and Risks

     General. The Fund attempts to increase yields by trading to take advantage of short-term market variations. This policy is expected to result in high portfolio turnover but should not adversely affect the Fund since the Fund usually does not pay brokerage commissions when purchasing short-term obligations. The value of the portfolio securities held by the Fund will vary inversely to changes in prevailing interest rates. Thus, if interest rates have increased from



the time a security was purchased, such security, if sold, might be sold at a price less than its cost. Similarly, if interest rates have declined from the time a security was purchased, such security, if sold, might be sold at a price greater than its purchase cost. In either instance, if the security was purchased at face value and held to maturity, no gain or loss would be realized.

     Even though interest-bearing securities are investments which promise a stable stream of income, the prices of such securities are inversely affected by changes in interest rates and, therefore, are subject to the risk of market price fluctuations. The values of fixed-income securities also may be affected by changes in the credit rating or financial condition of the issuing entities. The Fund seeks to maintain a stable $1.00 share price.

     Investing in Municipal Obligations. The Fund may invest more than 25% of the value of its total assets in Municipal Obligations which are related in such a way that an economic, business or political development or change affecting one such security also would affect the other securities; for example, securities the interest upon which is paid from revenues of similar types of projects. As a result, the Fund may be subject to greater risk as compared to a municipal money market fund that does not follow this practice.

     Certain municipal lease/purchase obligations in which the Fund may invest may contain “non-appropriation” clauses which provide that the municipality has no obligation to make lease payments in future years unless money is appropriated for such purpose on a yearly basis. Although “non-appropriation” lease/purchase obligations are secured by the leased property, disposition of the leased property in the event of foreclosure might prove difficult. In evaluating the credit quality of a municipal lease/purchase obligation that is unrated, the Manager will consider, on an ongoing basis, a number of factors including the likelihood that the issuing municipality will discontinue appropriating funds for the leased property.

     Certain provisions in the Internal Revenue Code of 1986, as amended (the “Code”), relating to the issuance of Municipal Obligations may reduce the volume of Municipal Obligations qualifying for Federal tax exemption. One effect of these provisions could be to increase the cost of the Municipal Obligations available for purchase by the Fund and thus reduce available yield. Shareholders should consult their tax advisers concerning the effect of these provisions on an investment in the Fund. Proposals that may restrict or eliminate the income tax exemption for interest on Municipal Obligations may be introduced in the future. If any such proposal were enacted that would reduce the availability of Municipal Obligations for investment by the Fund so as to adversely affect Fund shareholders, the Fund would reevaluate its investment objective and policies and submit possible changes in the Fund’s structure to shareholders for their consideration. If legislation were enacted that would treat a type of Municipal Obligation as taxable, the Fund would treat such security as a permissible Taxable Investment within the applicable limits set forth herein.

     Investing in New Jersey Municipal Obligations. Since the Fund is concentrated in securities issued by New Jersey or entities within New Jersey, an investment in the Fund may involve greater risk than investments in certain other types of municipal money market funds. You should consider carefully the special risks inherent in the Fund’s investment in New Jersey Municipal Obligations. You should review the information in “Appendix A” which provides a



brief summary of special investment considerations and risk factors relating to investing in New Jersey Municipal Obligations.

Investment Restrictions

     The Fund’s investment objective, and its policy to invest normally at least 80% of its net assets (plus any borrowings for investment purposes) in New Jersey Municipal Obligations (or other instruments with similar economic characteristics), are fundamental policies, which cannot be changed without approval by the holders of a majority (as defined in the 1940 Act) of the Fund’s outstanding voting securities. In addition, the Fund has adopted investment restrictions numbered 1 through 10 as fundamental policies. Investment restriction number 11 is not a fundamental policy and may be changed by a vote of a majority of the Fund’s Board members at any time. The Fund may not:

     1. Purchase securities other than Municipal Obligations and Taxable Investments as those terms are defined above and in the Prospectus.

     2. Borrow money, except from banks for temporary or emergency (not leveraging) purposes in an amount up to 15% of the value of the Fund’s total assets (including the amount borrowed) based on the lesser of cost or market, less liabilities (not including the amount borrowed) at the time the borrowing is made. While borrowings exceed 5% of the value of the Fund’s total assets, the Fund will not make any additional investments.

     3. Pledge, hypothecate, mortgage or otherwise encumber its assets, except to secure borrowings for temporary or emergency purposes.

4. Sell securities short or purchase securities on margin.

     5. Underwrite the securities of other issuers, except that the Fund may bid separately or as part of a group for the purchase of Municipal Obligations directly from an issuer for its own portfolio to take advantage of the lower purchase price available.

     6. Purchase or sell real estate, real estate investment trust securities, commodities or commodity contracts, or oil and gas interests, but this shall not prevent the Fund from investing in Municipal Obligations secured by real estate or interests therein.

     7. Make loans to others except through the purchase of qualified debt obligations and the entry into repurchase agreements referred to above and in the Fund’s Prospectus.

     8. 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.

9. Invest in companies for the purpose of exercising control.



     10. Invest in securities of other investment companies, except as they may be acquired as part of a merger, consolidation or acquisition of assets.

     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.

     For purposes of Investment Restriction No. 8, industrial development bonds, where the payment of principal and interest is the ultimate responsibility of companies within the same industry, are grouped together as an “industry.”

     If a percentage restriction is adhered to at the time of investment, a change in percentage resulting from a change in values or assets will not constitute a violation of such restriction.

MANAGEMENT OF THE FUND

     The Fund’s Board is responsible for the management and supervision of the Fund, and approves all significant agreements with those companies that furnish services to the Fund. These companies are as follows:

The Dreyfus Corporation Investment Adviser
MBSC Securities Corporation Distributor
Dreyfus Transfer, Inc Transfer Agent
The Bank of New York Mellon Custodian

Board Members of the Fund1

Board members of the Fund, together with information as to their positions with the

Fund, principal occupations and other board memberships and affiliations, are shown below.

Name (Age) Principal Occupation Other Board Memberships and Affiliations
Position with Company (Since) During Past 5 Years  
 
Joseph S. DiMartino (66) Corporate Director and The Muscular Dystrophy Association,
Chairman of the Board Trustee Director
(1995)   CBIZ (formerly, Century Business Services,
    Inc.), a provider of outsourcing functions for
    small and medium size companies, Director
    The Newark Group, a provider of a national
    market of paper recovery facilities,
    paperboard mills and paperboard converting
    plants, Director
 
 
David W. Burke (73) Corporate Director and John F. Kennedy Library Foundation,
Board Member Trustee Director
(1994)    



Name (Age) Principal Occupation Other Board Memberships and Affiliations
Position with Company (Since) During Past 5 Years  
 
 
William Hodding Carter III (74) Professor of Leadership & The Century Foundation, a tax-exempt
Board Member Public Policy, University research foundation, Emeritus Director
(2006) of North Carolina, Chapel The Enterprise Corporation of the Delta, a
  Hill (January 1, 2006 – non-profit economic development
  present) organization, Director
  President and Chief  
  Executive Officer of the  
  John S. and James L.  
  Knight Foundation  
  (February 1, 1998 –  
  February 1, 2006)  
 
Gordon J. Davis (68) Partner in the law firm of Consolidated Edison, Inc., a utility
Board Member Dewey & LeBoeuf LLP company, Director
(1995)   Phoenix Companies, Inc., a life insurance
    company, Director
    Board Member/Trustee for several not-for-
    profit groups
 
Joni Evans (67) Chief Executive Officer, None
Board Member www.wowOwow.com, an  
(1991) online community  
  dedicated to women's  
  conversations and  
  publications  
  Principal, Joni Evans Ltd.  
  Senior Vice President of  
  the William Morris Agency  
  (2005)  
 
Ehud Houminer (69) Executive-in-Residence at International Advisory Board to the MBA
Board Member the Columbia Business Program School of Management, Ben
(2006) School, Columbia Gurion University, Chairman
  University  
 
Richard C. Leone (69) President of The Century The American Prospect, Director
Board Member Foundation (formerly, The Center for American Progress, Director
(2006) Twentieth Century Fund,  
  Inc.), a tax exempt research  
  foundation engaged in the  
  study of economic, foreign  
  policy and domestic issues  



Name (Age) Principal Occupation Other Board Memberships and Affiliations
Position with Company (Since) During Past 5 Years  
 
Hans C. Mautner (72) President – International None
Board Member Division and an Advisory  
(2006) Director of Simon Property  
  Group, a real estate  
  investment company  
  (1998-present)  
  Chairman and Chief  
  Executive Officer of Simon  
  Global Limited (1999-  
  present)  
 
Robin A. Melvin (46) Director, Boisi Family None
Board Member Foundation, a private  
(2006) family foundation that  
  supports youth-serving  
  organizations that promote  
  the self sufficiency of  
  youth from disadvantaged  
  circumstances  
  Senior Vice President,  
  Mentor, a national non-  
  profit youth mentoring  
  organization (2005)  
 
Burton N. Wallack (59) President and co-owner of None
Board Member Wallack Management  
(1991) Company, a real estate  
  management company  
 
John E. Zuccotti (72) Chairman of Brookfield Emigrant Savings Bank, Director
Board Member Financial Properties, Inc. Wellpoint, Inc., Director
(2006) Senior Counsel of Weil, Columbia University, Trustee
  Gotshal & Manges, LLP Doris Duke Charitable Foundation, Emeritus
  Emeritus Chairman of the Trustee
  Real Estate Board of New  
  York  

     Board members are elected to serve for an indefinite term. The Fund has standing audit, nominating and compensation committees, each comprised of its Board members who are not “interested persons” of the Fund, as defined in the 1940 Act. The function of the audit committee is (i) to oversee the Fund’s accounting and financial reporting processes and the audits of the Fund’s financial statements and (ii) to assist in the Board’s oversight of the integrity of the Fund’s financial statements, the Fund’s compliance with legal and regulatory requirements and the independent registered public accounting firm’s qualifications, independence and performance. The Fund’s nominating committee is responsible for selecting and nominating persons as members of the Board for election or appointment by the Board and for election by shareholders. In evaluating potential nominees, including any nominees recommended by



shareholders, the committee takes into consideration various factors listed in the nominating committee charter, including character and integrity, business and professional experience, and whether the committee believes the person has the ability to apply sound and independent business judgment and would act in the interest of the Fund and its shareholders. The nominating committee will consider recommendations for nominees from shareholders submitted to the Secretary of the Fund, c/o The Dreyfus Corporation Legal Department, 200 Park Avenue, 8th Floor East, New York, New York 10166, which includes information regarding the recommended nominee as specified in the nominating committee charter. The function of the compensation committee is to establish the appropriate compensation for serving on the Board. The Fund also has a standing evaluation committee comprised of any one Board member. The function of the evaluation committee is to assist in valuing the Fund’s investments. The Fund’s audit committee met four times during the fiscal year ended November 30, 2009. The Fund’s evaluation, nominating and compensation committees did not meet during the last fiscal year.

     The table below indicates the dollar range of each Board member’s ownership of Fund shares and shares of other funds in the Dreyfus Family of Funds for which he or she is a Board member, in each case as of December 31, 2009.

    Aggregate Holding of Funds in the
    Dreyfus Family of Funds for which
Name of Board Member The Fund Responsible as a Board Member
Joseph S. DiMartino None Over $100,000
David W. Burke None None
William Hodding Carter III None $10,001-$50,000
Gordon J. Davis None Over $100,000
Joni Evans None None
Ehud Houminer None Over $100,000
Richard C. Leone None Over $100,000
Hans C. Mautner None Over $100,000
Robin A. Melvin None $50,001 - $100,000
Burton N. Wallack None None
John E. Zuccotti None Over $100,000



     As of December 31, 2009, none of the Board members or their immediate family members owned securities of the Manager, the Distributor or any person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with the Manager or the Distributor.

     Effective January 1, 2010, the Fund pays its Board members its allocated portion of an annual retainer of $65,000 and a fee of $7,500 per meeting (with a minimum of $500 per meeting and per telephone meeting) attended for the Fund and 15 other funds (comprised of 28 portfolios) in the Dreyfus Family of Funds, and reimburses them for their expenses. Prior to January 1, 2010, the Fund paid its Board members its allocated portion of an annual retainer of $50,000 and a fee of $6,500 per meeting (with a minimum $500 per telephone meeting) attended. The Chairman of the Board receives an additional 25% of such compensation. Emeritus Board members are entitled to receive an annual retainer of one-half the amount paid as a retainer at the time the Board member became Emeritus and a per meeting attended fee of one-half the amount paid to Board members. The aggregate amount of compensation paid to each Board member by the Fund for the fiscal year ended November 30, 2009, and by all funds in the Dreyfus Family of Funds for which such person was a Board member (the number of portfolios of such funds is set forth in parenthesis next to each Board member’s total compensation) during the year ended December 31, 2009, were as follows:

    Total Compensation
  Aggregate From the Fund and
  Compensation Fund Complex
Name of Board Member From the Fund * Paid to Board Member (**)
Joseph S. DiMartino $4,670 $873,427 (192)
David W. Burke $3,736 $395,190 (95)
William Hodding Carter III $3,736 $ 85,000 (31)
Gordon J. Davis $3,736 $139,192 (48)
Joni Evans $3,736 $ 88,100 (31)
Arnold S. Hiatt+ $1,551 $ 31,750 (31)
Ehud Houminer $3,736 $221,500 (31)
Richard C. Leone $3,736 $ 88,600 (31)
Hans C. Mautner $3,440 $ 82,600 (31)
Robin A. Melvin $3,736 $ 88,600 (31)
Burton N. Wallack $3,736 $ 89,100 (31)


    Total Compensation
  Aggregate From the Fund and
  Compensation Fund Complex
Name of Board Member From the Fund * Paid to Board Member (**)
John E. Zuccotti $3,736 $ 88,100 (31)

* Amount does not include the cost of office space, secretarial services and health benefits for the Chairman and expenses reimbursed to
Board members for attending Board meetings, which in the aggregate amounted to $2,164.

**Represents the number of separate portfolios comprising the investment companies in the Fund Complex, including the Fund, for which
  the Board member serves.
+ Emeritus Board member since May 26, 2007.

 

Officers of the Company

BRADLEY J. SKAPYAK, President since January 2010. Chief Operating Officer and a director of the Manager since June 2009. 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 75 investment companies (comprised of 166 portfolios) managed by the Manager. He is 51 years old and has been an employee of the Manager since February 1988.

PHILLIP N. MAISANO, Executive Vice President since July 2007. Chief Investment Officer, Vice Chair and a director of the Manager, and an officer of 75 investment companies (comprised of 166 portfolios) managed by the Manager. Mr. Maisano also is an officer and/or board member of certain other investment management subsidiaries of The Bank of New York Mellon Corporation ("BNY Mellon"), each of which is an affiliate of the Manager. He is 62 years old and has been an employee of the Manager since November 2006. Prior to joining the Manager, Mr. Maisano served as Chairman and Chief Executive Officer of EACM Advisors, an affiliate of the Manager, since August 2004, and served as Chief Executive Officer of Evaluation Associates, a leading institutional investment consulting firm, from 1988 until 2004.

JAMES WINDELS, Treasurer since November 2001. Director-Mutual Fund Accounting of the Manager, and an officer of 76 investment companies (comprised of 189 portfolios) managed by the Manager. He is 51 years old and has been an employee of the Manager since April 1985.

MICHAEL A. ROSENBERG, Vice President and Secretary since August 2005. Assistant General Counsel of BNY Mellon, and an officer of 76 investment companies (comprised of 189 portfolios) managed by the Manager. He is 50 years old and has been an employee of the Manager since October 1991.

 



 

JAMES BITETTO, Vice President and Assistant Secretary since August 2005. Senior Counsel of BNY Mellon and Secretary of the Manager, and an officer of 76 investment companies (comprised of 189 portfolios) managed by the Manager. He is 43 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 76 investment companies (comprised of 189 portfolios) managed by the Manager. She is 54 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 76 investment companies (comprised of 189 portfolios) managed by the Manager. He is 48 years old and has been an employee of the Manager since June 2000.

JANETTE E. FARRAGHER, Vice President and Assistant Secretary since August 2005. Assistant General Counsel of BNY Mellon, and an officer of 76 investment companies (comprised of 189 portfolios) managed by the Manager. She is 47 years old and has been an employee of the Manager since February 1984.

JOHN B. HAMMALIAN, Vice President and Assistant Secretary since August 2005. Managing Counsel of BNY Mellon, and an officer of 76 investment companies (comprised of 189 portfolios) managed by the Manager. He is 46 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 76 investment companies (comprised of 189 portfolios) managed by the Manager. He is 58 years old and has been an employee of the Manager since May 1986.

JEFF PRUSNOFSKY, Vice President and Assistant Secretary since August 2005. Managing Counsel of BNY Mellon, and an officer of 76 investment companies (comprised of 189 portfolios) managed by the Manager. He is 44 years old and has been an employee of the Manager since October 1990.

KIESHA ASTWOOD, Vice President and Assistant Secretary since January 2010. Counsel of BNY Mellon, and an officer of 76 investment companies (comprised of 189 portfolios) managed by the Manager. She is 37 years old and has been an employee of the Manager since July 1995.

KATHLEEN DENICHOLAS, Vice President and Assistant Secretary since January 2010. Senior Counsel of BNY Mellon, and an officer of 76 investment companies (comprised of 189 portfolios) managed by the Manager. She is 35 years old and has been an employee of the Manager since February 2001.

M. CRISTINA MEISER, Vice President and Assistant Secretary since January 2010. Senior Counsel of BNY Mellon, and an officer of 76 investment companies (comprised of 189

 


portfolios) managed by the Manager. She is 40 years old and has been an employee of the Manager since August 2001.

RICHARD S. CASSARO, Assistant Treasurer since January 2008. Senior Accounting Manager – Money Market and Municipal Bond Funds of the Manager, and an officer of 76 investment companies (comprised of 189 portfolios) managed by the Manager. He is 51 years old and has been an employee of the Manager since October 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 76 investment companies (comprised of 189 portfolios) managed by the Manager. He is 41 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 76 investment companies (comprised of 189 portfolios) managed by the Manager. He is 45 years old and has been an employee of the Manager since October 1988.

ROBERT SALVIOLO, Assistant Treasurer since July 2007. Senior Accounting Manager –Equity Funds of the Manager, and an officer of 76 investment companies (comprised of 189 portfolios) managed by the Manager. He is 42 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 76 investment companies (comprised of 189 portfolios) managed by the Manager. He is 42 years old and has been an employee of the Manager since November 1990.

WILLIAM GERMENIS, Anti-Money Laundering Compliance Officer since October 2002. Vice President and Anti-Money Laundering Compliance Officer of the Distributor, and the Anti-Money Laundering Compliance Officer of 72 investment companies (comprised of 185 portfolios) managed by the Manager. He is 39 years old and has been an employee of the Distributor since October 1998.

 

JOSEPH W. CONNOLLY, Chief Compliance Officer since September 2004. Chief Compliance Officer of the Manager and The Dreyfus Family of Funds (76 investment companies, comprised of 189 portfolios). From November 2001 through March 2004, Mr. Connolly was First Vice-President, Mutual Fund Servicing for Mellon Global Securities Services.  In that capacity, Mr. Connolly was responsible for managing Mellon's Custody, Fund Accounting and Fund Administration services to third-party mutual fund clients. He is 52 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.

     The address of each Board member and officer of the Fund is 200 Park Avenue, New York, New York 10166.



     The Fund’s Board members and officers, as a group, owned less than 1% of the Fund’s shares outstanding on March 3, 2010.

     The following shareholders are known by the Fund to own of record 5% or more of the Fund’s shares outstanding on March 3, 2010: Bost & Co., P.O. Box 534005, Pittsburgh, PA 15253-4005 (15.15%); Stifel, Nicolaus & Co. Inc., 500 North Broadway, St. Louis, MO 63102-2110 (14.60%); Janney Montgomery Scott LLC, 1801 Market Street, Philadelphia, PA 19103-1628 (13.49%); and Pershing LLC, P.O. Box 2052, Jersey City, NJ 07303-2052 (11.35%). A shareholder who beneficially owns, directly or indirectly, more than 25% of a Fund’s voting securities may be deemed a “control person” (as defined in the 1940 Act) of the Fund.

MANAGEMENT ARRANGEMENTS

     Investment Adviser. The Manager is a wholly-owned subsidiary of BNY Mellon, a global financial holding company focused on helping clients move and manage their financial assets, operating in 34 countries and serving more than 100 markets. BNY Mellon is a leading provider of financial services for institutions, corporations, and high-net-worth individuals, providing asset and wealth management, asset servicing, issuer services, and treasury services through a worldwide client-focused team.

     The Manager provides management services pursuant to a Management Agreement (the “Agreement”) between the Fund and the Manager. The Agreement is subject to annual approval by (i) the Fund’s Board or (ii) vote of a majority (as defined in the 1940 Act) of the outstanding voting securities of the Fund, provided that in either event the continuance also is approved by a majority of the Board members who are not “interested persons” (as defined in the 1940 Act) of the Fund or the Manager by vote cast in person at a meeting called for the purpose of voting on such approval. The Agreement is terminable without penalty, on 60 days’ notice, by the Fund’s Board, or by vote of the holders of a majority of the Fund’s outstanding voting securities, or, on not less than 90 days’ notice, by the Manager. The Agreement will terminate automatically in the event of its assignment (as defined in the 1940 Act).

     The following persons are officers and/or directors of Dreyfus: Jonathan Baum, Chair of the Board and Chief Executive Officer; J. Charles Cardona, President and a director; Diane P. Durnin, Vice Chair and a director; Phillip N. Maisano, Chief Investment Officer, Vice Chair and a director; Bradley J. Skapyak, Chief Operating Officer and a director; Dwight Jacobsen, Executive Vice President and a director; Patrice M. Kozlowski, Senior Vice President-Corporate Communications; Gary E. Abbs, Vice President-Tax; Jill Gill, Vice President-Human Resources; Joanne S. Huber, Vice President-Tax; Anthony Mayo, Vice President-Information Systems; John E. Lane, Vice President; Jeanne M. Login, Vice President; Gary Pierce, Controller; Joseph W. Connolly, Chief Compliance Officer; James Bitetto, Secretary; and Mitchell E. Harris, Jeffrey D. Landau, Ronald P. O'Hanley III, Cyrus Taraporevala and Scott E. Wennerholm, directors.

     The Fund, the Manager and the Distributor each have adopted a Code of Ethics that permits its personnel, subject to such Code of Ethics, to invest in securities, that may be purchased or held by the Fund. The Code of Ethics subjects the personal securities transactions of the Manager’s employees to various restrictions to ensure that such trading does not



disadvantage any fund advised by the Manager. In that regard, portfolio managers and other investment personnel of the Manager must preclear and report their personal securities transactions and holdings, which are reviewed for compliance with the Code of Ethics and are also subject to the oversight of BNY Mellon’s Investment Ethics Committee (the “Committee”). Portfolio managers and other investment personnel of the Manager who comply with the preclearance and disclosure procedures of the Code of Ethics and the requirements of the Committee may be permitted to purchase, sell or hold securities which also may be or are held in fund(s) they manage or for which they otherwise provide investment advice.

     The Manager maintains office facilities on behalf of the Fund, and furnishes statistical and research data, clerical help, accounting, data processing, bookkeeping and internal auditing and certain other required services to the Fund. The Manager may pay the Distributor for shareholder services from the Manager’s own assets, including past profits but not including the management fee paid by the Fund. The Distributor may use part or all of such payments to pay certain financial institutions (which may include banks), securities dealers and other industry professionals (collectively, “Service Agents”) in respect of these services. The Manager also may make such advertising and promotional expenditures, using its own resources, as it from time to time deems appropriate.

 

     Portfolio Management. The Manager provides day-to-day management of the Fund’s portfolio of investments in accordance with the stated policies of the Fund, subject to the approval of the Fund’s Board. The Manager is responsible for investment decisions and provides each Fund with portfolio managers who are authorized by the Fund’s Board to execute purchases and sales of securities. The Fund’s portfolio managers are Joseph Irace, Colleen Meehan, and Bill Vasiliou. The Manager also maintains a research department with a professional staff of portfolio managers and securities analysts who provide research services for each Fund and for other funds advised by the Manager.

     In managing the Fund, Dreyfus will draw upon BNY Mellon Cash Investment Strategies ("CIS"). CIS is a division of Dreyfus that provides investment and credit risk management services and approves all money market fund eligible securities for the Fund and for other investment companies and accounts managed by Dreyfus or its affiliates that invest primarily in money market instruments. CIS, through a team of professionals who contribute a combination of industry analysis and fund-specific expertise, monitors all issuers approved for investment by such investment companies and other accounts by analyzing third party inputs, such as financial statements and media sources, ratings releases and company meetings, as well as internal research. CIS investment and credit professionals also utilize inputs and guidance from BNY Mellon’s central Risk Management Department (the “Risk Department”) as part of the investment process. These inputs and guidance focus primarily on concentration levels and market and credit risks and are based upon independent analysis done by the Risk Department relating to fundamental characteristics such as the sector, sovereign, tenor and rating of investments or potential investment. The Risk Department also may perform stress and scenario testing on various money market type portfolios advised by CIS or BNY Mellon and its other affiliates, and provides various periodic and ad-hoc reporting to the investment and credit professionals at CIS. In the event a security is removed from the "approved" credit list after being purchased by the Fund, the Fund is not required to sell that security.



     BNY Mellon and its affiliates, including Dreyfus and others involved in the management, sales, investment activities, business operations or distribution of the Fund, are engaged in businesses and have interests other than that of managing the Fund. These activities and interests include potential multiple advisory, transactional, financial and other interests in securities, instruments and companies that may be directly or indirectly purchased or sold by the Fund and the Fund's service providers, which may cause conflicts that could disadvantage the Fund.

 

     BNY Mellon and its affiliates may have deposit, loan and commercial banking or other relationships with the issuers of securities purchased by the Fund. BNY Mellon has no obligation to provide to Dreyfus or the Fund, or effect transactions on behalf of the Fund in accordance with, any market or other information, analysis, or research in its possession. Consequently, BNY Mellon (including, but not limited to, BNY Mellon’s central Risk Management Department) may have information that could be material to the management of the Fund and may not share that information with relevant personnel of Dreyfus. Accordingly, Dreyfus has informed management of the Fund that in making investment decisions it does not obtain or use material inside information that BNY Mellon or its affiliates may possess with respect to such issuers.

 

     Dreyfus will make investment decisions for the Fund as it believes is in the best interests of the Fund. Investment decisions made for the Fund may differ from, and may conflict with, investment decisions made for other investment companies and accounts advised by Dreyfus or BNY Mellon and its other affiliates. Actions taken with respect to such other investment companies or accounts may adversely impact the Fund, and actions taken by the Fund may benefit BNY Mellon or other investment companies or accounts (including the Fund) advised by Dreyfus or BNY Mellon and its other affiliates. Regulatory restrictions (including, but not limited to, those related to the aggregation of positions among different other investment companies and accounts) and internal BNY Mellon policies, guidance or limitations (including, but not limited to, those related to the aggregation of positions among all fiduciary accounts managed or advised by BNY Mellon and all its affiliates (including Dreyfus) and the aggregated exposure of such accounts) may restrict investment activities of the Fund. While the allocation of investment opportunities among the Fund and other investment companies and accounts advised by Dreyfus or BNY Mellon and its other affiliates may raise potential conflicts because of financial, investment or other interests of BNY Mellon or its personnel, Dreyfus will make allocation decisions consistent with the interests of the Fund and the other investment companies and accounts and not solely based on such other interests.

     Expenses. All expenses incurred in the operation of the Fund are borne by the Fund, except to the extent specifically assumed by the Manager. The expenses borne by the Fund include, without limitation, the following: taxes, interest, loan commitment fees, interest and distributions paid on securities sold short, brokerage fees and commissions, if any, fees of Board members who are not officers, directors, employees or holders of 5% or more of the outstanding voting securities of the Manager or its affiliates, Securities and Exchange Commission (“SEC”) fees, state Blue Sky qualification fees, advisory fees, charges of custodians, transfer and dividend disbursing agents’ fees, certain insurance premiums, industry association fees, outside auditing and legal expenses, costs of maintaining the Fund’s existence, costs of independent pricing services, costs attributable to investor services (including, without limitation, telephone



and personnel expenses), costs of preparing and printing prospectuses and statements of additional information for regulatory purposes and for distribution to existing shareholders, costs of shareholders’ reports and corporate meetings, and any extraordinary expenses. All fees and expenses are accrued daily and deducted before the declaration of dividends to shareholders.

     As compensation for the Manager’s services, the Fund has agreed to pay the Manager a monthly management fee at the annual rate of 0.50% of the value of the Fund’s average daily net assets. For the fiscal years ended November 30, 2007, 2008, and 2009 the management fees paid by the Fund amounted to $2,048,540, $2,681,510, and $2,606,764 respectively.

     The Manager has agreed that if in any fiscal year the aggregate expenses of the Fund, exclusive of taxes, brokerage, interest on borrowings and (with the prior written consent of the necessary state securities commissions) extraordinary expenses, but including the management fee, exceed the expense limitation of any state having jurisdiction over the Fund, the Fund may deduct from the payment to be made to the Manager under the Agreement, or the Manager will bear, such excess expense to the extent required by state law. Such deduction or payment, if any, will be estimated daily, and reconciled and effected or paid, as the case may be, on a monthly basis.

     The aggregate of the fees payable to the Manager is not subject to reduction as the value of the Fund’s net assets increases.

     Distributor. MBSC Securities Corporation (the "Distributor"), a wholly-owned subsidiary of the Manager, located at 200 Park Avenue, New York, New York 10166, serves as the Fund's distributor on a best efforts basis pursuant to an agreement with the fund which is renewable annually. The Distributor also serves as distributor for the other funds in the Dreyfus Family of Funds and BNY Mellon Funds Trust. Before June 30, 2007, the Distributor was known as "Dreyfus Service Corporation."

     The Manager or the Distributor may provide cash payments out of its own resources to financial intermediaries that sell shares of the Fund or provide other services. Such payments are separate from any shareholder services fees or other expenses paid by the Fund to those intermediaries. Because those payments are not made by you or the Fund, the Fund’s total expense ratio will not be affected by any such payments. These additional payments may be made to certain Service Agents, including affiliates, that provide shareholder servicing, sub-administration, recordkeeping and/or sub-transfer agency services, marketing support and/or access to sales meetings, sales representatives and management representatives of the Service Agent. Cash compensation also may be paid from the Manager’s or the Distributor’s own resources to Service Agents for inclusion of the Fund on a sales list, including a preferred or select sales list or in other sales programs. These payments sometimes are referred to as “revenue sharing”. From time to time, the Manager or the Distributor also may provide cash or non-cash compensation to Service Agents in the form of: occasional gifts; occasional meals, tickets or other entertainment; support for due diligence trips; educational conference sponsorships; support for recognition programs; and other forms of cash or non-cash compensation permissible under broker-dealer regulations. In some cases, these payments or compensation may create an incentive for a Service Agent to recommend or sell shares of the



Fund to you. Please contact your Service Agent for details about any payments it may receive in connection with the sale of Fund shares or the provision of services to the Fund.

     Transfer and Dividend Disbursing Agent and Custodian. Dreyfus Transfer, Inc. (the “Transfer Agent”), a wholly-owned subsidiary of the Manager, located at 200 Park Avenue, New York, New York 10166, is the Fund’s transfer and dividend disbursing agent. Under a transfer agency agreement with the Fund, the Transfer Agent arranges for the maintenance of shareholder account records for the Fund, the handling of certain communications between shareholders and the Fund and the payment of dividends and distributions payable by the Fund. For these services, the Transfer Agent receives a monthly fee computed on the basis of the number of shareholder accounts it maintains for the Fund during the month, and is reimbursed for certain out-of-pocket expenses. The Fund also makes payments to certain financial intermediaries, including affiliates, who provide sub-administration, recordkeeping and/or sub-transfer agency services to beneficial owners of Fund shares.

     The Bank of New York Mellon (the “Custodian”), an affiliate of the Manager, located at One Wall Street, New York, New York 10286, is the Fund’s custodian. The Custodian has no part in determining the investment policies of the Fund or which securities are to be purchased or sold by the Fund. Under a custody agreement with the Fund, the Custodian holds the Fund’s securities and keeps all necessary accounts and records. For its custody services, the Custodian receives a monthly fee based on the market value of the Fund’s assets held in custody and receives certain securities transaction charges.

HOW TO BUY SHARES

     General. Fund shares may be purchased through the Distributor or Service Agents that have entered into service agreements with the Distributor. Fund shares are sold without a sales charge. You may be charged a fee if you effect transactions in Fund shares through a Service Agent. You will be charged a fee if an investment check is returned unpayable. Stock certificates are issued only upon your written request. No certificates are issued for fractional shares. It is not recommended that the Fund be used as a vehicle for Keogh, IRA or other qualified retirement plans.

     The Fund reserves the right to reject any purchase order. The Fund will not establish an account for a “foreign financial institution,” as that term is defined in Department of the Treasury rules implementing section 312 of the USA PATRIOT Act of 2001. Foreign financial institutions include: foreign banks (including foreign branches of U.S. depository institutions); foreign offices of U.S. securities broker-dealers, future commission merchants, and mutual funds; non-U.S. entities that, if they were located in the United States, would be securities broker-dealers, futures commission merchants or mutual funds; and non-U.S. entities engaged in the business of currency dealer or exchanger or money transmitter. The Fund will not accept cash, travelers’ checks, or money orders as payment for shares.

     As discussed under “Management Arrangements-Distributor,” Service Agents may receive revenue sharing payments from the Manager or the Distributor. The receipt of such payments could create an incentive for a Service Agent to recommend or sell shares of the Fund instead of other mutual funds where such payments are not received. Please contact your



Service Agent for details about any payments it may receive in connection with the sale of Fund shares or the provision of services to the Fund.

     The minimum initial investment is $2,500, or $1,000 if you are a client of a Service Agent which maintains an omnibus account in the Fund and has made an aggregate minimum initial purchase for its customers of $2,500. Subsequent investments must be at least $100. The initial investment must be accompanied by the Account Application. For full-time or part-time employees of the Manager or any of its affiliates or subsidiaries, directors of the Manager, Board members of a fund advised by the Manager, including members of the Fund’s Board, or the spouse or minor child of any of the foregoing, the minimum initial investment is $1,000. For full-time or part-time employees of the Manager or any of its affiliates or subsidiaries who elect to have a portion of their pay directly deposited into their Fund accounts, the minimum initial investment is $50. Fund shares are offered without regard to the minimum initial investment requirements to Board members of a fund advised by the Manager, including members of the Fund’s Board, who elect to have all or a portion of their compensation for serving in that capacity automatically invested in the Fund. The Fund reserves the right to vary the initial and subsequent investment minimum requirements at any time.

     Fund shares are offered without regard to the minimum initial or subsequent investment amount requirements to investors purchasing Fund shares through wrap fee accounts or other fee programs.

     Fund shares also are offered without regard to the minimum initial investment requirements through Dreyfus-Automatic Asset Builder®, Dreyfus Government Direct Deposit Privilege or Dreyfus Payroll Savings Plan pursuant to the Dreyfus Step Program described under “Shareholder Services.” These services enable you to make regularly scheduled investments and may provide you with a convenient way to invest for long-term financial goals. You should be aware, however, that periodic investment plans do not guarantee a profit and will not protect you against loss in a declining market.

     Shares are sold on a continuous basis at the net asset value per share next determined after an order in proper form and Federal Funds (monies of member banks within the Federal Reserve System which are held on deposit at a Federal Reserve Bank) are received by the Transfer Agent or other entity authorized to receive orders on behalf of the Fund. If you do not remit Federal Funds, your payment must be converted into Federal Funds. This usually occurs within one business day of receipt of a bank wire or within two business days of receipt of a check drawn on a member bank of the Federal Reserve System. Checks drawn on banks which are not members of the Federal Reserve System may take considerably longer to convert into Federal Funds. Prior to receipt of Federal Funds, your money will not be invested. Net asset value per share is determined as of 12:00 Noon, Eastern time, on each day the New York Stock Exchange is open for regular business. The Fund also may process purchase and sale orders and calculate its net asset value on days that the Fund’s primary trading markets are open and the Fund’s management determines to do so. Net asset value per share is computed by dividing the value of the Fund’s net assets (i.e., the value of its assets less liabilities) by the total number of shares outstanding. See “Determination of Net Asset Value.”



     If your payments are received in or converted into Federal Funds by 12:00 Noon, Eastern time, by the Transfer Agent, you will receive the dividend declared that day. If your payments are received in or converted into Federal Funds after 12:00 Noon, Eastern time, by the Transfer Agent, you will begin to accrue dividends on the following business day.

     Qualified institutions may place telephone orders for the purchase of Fund shares. These orders will become effective at the price determined at 12:00 Noon, Eastern time, and the shares purchased will receive the dividend on Fund shares declared on that day, if the telephone order is placed by 12:00 Noon, Eastern time, and Federal Funds are received by 4:00 p.m., Eastern time, on that day.

     Using Federal Funds. The Transfer Agent or the Fund may attempt to notify you upon receipt of checks drawn on banks that are not members of the Federal Reserve System as to the possible delay in conversion into Federal Funds and may attempt to arrange for a better means of transmitting the money. If you are a customer of a Service Agent and your order to purchase Fund shares is paid for other than in Federal Funds, the Service Agent, acting on your behalf, will complete the conversion into, or itself advance, Federal Funds, generally on the business day following receipt of your order. The order is effective only when so converted and received by the Transfer Agent. If you have sufficient Federal Funds or a cash balance in your brokerage account with a Service Agent, your order to purchase Fund shares will become effective on the day that the order, including Federal Funds, is received by the Transfer Agent.

     Dreyfus TeleTransfer Privilege. You may purchase shares by telephone or online if you have checked the appropriate box and supplied the necessary information on the Account Application or have filed a Shareholder Services Form with the Transfer Agent. The proceeds will be transferred between the bank account designated in one of these documents and your Fund account. Only a bank account maintained in a domestic financial institution which is an Automated Clearing House (“ACH”) member may be so designated.

     Dreyfus TeleTransfer purchase orders may be made at any time. If purchase orders are received by 4:00 p.m., Eastern time, on any day the Transfer Agent and the New York Stock Exchange are open for regular business, Fund shares will be purchased at the share price determined on that day. If purchase orders are made after 4:00 p.m., Eastern time, on any day the Transfer Agent and the New York Stock Exchange are open for regular business, or made on Saturday, Sunday or any Fund holiday (e.g., when the New York Stock Exchange is not open for regular business), Fund shares will be purchased at the share price determined on the next business day following such purchase order. To qualify to use Dreyfus TeleTransfer Privilege, the initial payment for purchase of Fund shares must be drawn on, and redemption proceeds paid to, the same bank and account as are designated on the Account Application or Shareholder Services Form on file. If the proceeds of a particular redemption are to be sent to an account at any other bank, the request must be in writing and signature-guaranteed. See “How to Redeem Shares--Dreyfus TeleTransfer Privilege.”

     Transactions Through Service Agents. Fund shares may be purchased and redeemed through Service Agents which may charge a fee for such services. Some Service Agents will place Fund shares in an account with their firm. Service Agents also may require that the customer not take physical delivery of stock certificates; the customer not request redemption



checks to be issued in the customer’s name; fractional shares not be purchased; monthly income distributions be taken in cash; or other conditions.

     There is no sales charge by the Fund or the Distributor, although Service Agents may make reasonable charges to investors for their services. The services provided and the applicable fees are established by each dealer or other institution acting independently of the Fund. The Fund understands that these fees may be charged for customer services, including, but not limited to, same-day investment of client funds; same-day access to client funds; advice to customers about the status of their accounts, yield currently being paid or income earned to date; provision of periodic account statements showing security and money market positions; other services available from the dealer, bank or other institution; and assistance with inquiries related to their investment. Any such fees will be deducted monthly from the investor’s account, which on smaller accounts could constitute a substantial portion of distributions. Small, inactive, long-term accounts involving monthly service charges may not be in the best interest of investors. You should be aware that you may purchase Fund shares directly from the Fund without imposition of any maintenance or service charges, other than those already described herein.

     Reopening an Account. You may reopen an account with a minimum investment of $100 without filing a new Account Application during the calendar year the account is closed or during the following calendar year, provided the information on the old Account Application is still applicable.

SHAREHOLDER SERVICES PLAN

     The Fund has adopted a Shareholder Services Plan (the “Plan”) pursuant to which the Fund reimburses the Distributor an amount not to exceed an annual rate of 0.25% of the value of the Fund’s average daily net assets for certain allocated expenses of providing certain services to the Fund’s shareholders. The services provided may include personal services relating to shareholder accounts, such as answering shareholder inquiries regarding the Fund and providing reports and other information, and services related to the maintenance of shareholder accounts.

     A quarterly report of the amounts expended under the Plan and the purposes for which such expenditures were incurred, must be made to the Fund’s Board for its review. In addition, the Plan provides that material amendments of the Plan must be approved by the Fund’s Board, and by the Board members who are not “interested persons” (as defined in the 1940 Act) of the Fund and have no direct or indirect financial interest in the operation of the Plan, by vote cast in person at a meeting called for the purpose of considering such amendments. The Plan is subject to annual approval by such vote of the Board members cast in person at a meeting called for the purpose of voting on the Plan. The Plan is terminable at any time by vote of a majority of the Board members who are not “interested persons” and have no direct or indirect financial interest in the operation of the Plan.

     For the fiscal year ended November 30, 2009, the Fund reimbursed the Distributor $147,473 under the Plan.



HOW TO REDEEM SHARES

     General. The Fund ordinarily will make payment for all shares redeemed within seven days after receipt by the Transfer Agent of a redemption request in proper form, except as provided by the rules of the SEC. However, if you have purchased Fund shares by check, by Dreyfus TeleTransfer Privilege or through Dreyfus-Automatic Asset Builder®and subsequently submit a written redemption request to the Transfer Agent, the Fund may delay the redemption of such shares for up to eight business days after the purchase of such shares. In addition, the Fund will not honor checks under the Checkwriting Privilege, and will reject requests to redeem shares by wire or telephone, online or pursuant to the Dreyfus TeleTransfer Privilege, for a period of up to eight business days after receipt by the Transfer Agent of the purchase check, the Dreyfus TeleTransfer purchase or the Dreyfus-Automatic Asset Builder order against which such redemption is requested. These procedures will not apply if your shares were purchased by wire payment, or if you otherwise have a sufficient collected balance in your account to cover the redemption request. Prior to the time any redemption is effective, dividends on such shares will accrue and be payable, and you will be entitled to exercise all other rights of beneficial ownership. Fund shares may not be redeemed until the Transfer Agent has received your Account Application.

     Checkwriting Privilege. The Fund provides redemption checks (“Checks”) automatically upon opening an account, unless you specifically refuse the Checkwriting Privilege by checking the applicable “No” box on the Account Application. Checks will be sent only to the registered owner(s) of the account and only to the address of record. The Checkwriting Privilege may be established for an existing account by a separate signed Shareholder Services Form. The Account Application or Shareholder Services Form must be manually signed by the registered owner(s). Checks are drawn on your Fund account and may be made payable to the order of any person in an amount of $500 or more. When a Check is presented to the Transfer Agent for payment, the Transfer Agent, as your agent, will cause the Fund to redeem a sufficient number of shares in your account to cover the amount of the Check. Dividends are earned until the Check clears. After clearance, a copy of the Check will be returned to you. You generally will be subject to the same rules and regulations that apply to checking accounts, although election of this Privilege creates only a shareholder-transfer agent relationship with the Transfer Agent.

     You should date your Checks with the current date when you write them. Please do not postdate your Checks. If you do, the Transfer Agent will honor, upon presentment, even if presented before the date of the Check, all postdated Checks which are dated within six months of presentment for payment, if they are otherwise in good order.

     Checks are free, but the Transfer Agent will impose a fee for stopping payment of a Check upon your request or if the Transfer Agent cannot honor a Check due to insufficient funds or other valid reason. If the amount of the Check is greater than the value of the shares in your account, the Check will be returned marked insufficient funds. Checks should not be used to close an account.



     Wire Redemption Privilege. By using this Privilege, the investor authorizes the Transfer Agent to act on telephone, letter or online redemption instructions from any person representing himself or herself to be you, and reasonably believed by the Transfer Agent to be genuine. Ordinarily, the Fund will initiate payment for shares redeemed pursuant to this Privilege on the same business day if the Transfer Agent receives the redemption request in proper form prior to 12:00 Noon, Eastern time, on such day; otherwise, the Fund will initiate payment on the next business day. Redemption proceeds ($1,000 minimum) will be transferred by Federal Reserve wire only to the commercial bank account specified by you on the Account Application or Shareholder Services Form, or to a correspondent bank if your bank is not a member of the Federal Reserve System. Fees ordinarily are imposed by such bank and borne by the investor. Immediate notification by the correspondent bank to your bank is necessary to avoid a delay in crediting the funds to your bank account.

     To change the commercial bank or account designated to receive wire redemption proceeds, a written request must be sent to the Transfer Agent. This request must be signed by each shareholder, with each signature guaranteed as described below under “Share Certificates; Signatures.”

     Dreyfus TeleTransfer Privilege. You may request by telephone or online that redemption proceeds be transferred between your Fund account and your bank account. Only a bank account maintained in a domestic financial institution which is an ACH member may be designated. You should be aware that if you have selected the Dreyfus TeleTransfer Privilege, any request for a Dreyfus TeleTransfer transaction will be effected through the ACH system unless more prompt transmittal specifically is requested. Redemption proceeds will be on deposit in your account at an ACH member bank ordinarily two business days after receipt of the redemption request. See “How to Buy Shares--Dreyfus TeleTransfer Privilege.”

     Share Certificates; Signatures. Any certificates representing Fund shares to be redeemed must be submitted with the redemption request. A fee may be charged to replace lost or stolen certificates, or certificates that were never received. Written redemption requests must be signed by each shareholder, including each holder of a joint account, and each signature must be guaranteed. Signatures on endorsed certificates submitted for redemption also must be guaranteed. The Transfer Agent has adopted standards and procedures pursuant to which signature-guarantees in proper form generally will be accepted from domestic banks, brokers, dealers, credit unions, national securities exchanges, registered securities associations, clearing agencies and savings associations, as well as from participants in the New York Stock Exchange Medallion Signature Program, the Securities Transfer Agents Medallion Program (“STAMP”) and the Stock Exchanges Medallion Program. Guarantees must be signed by an authorized signatory of the guarantor and “Signature-Guaranteed” must appear with the signature. The Transfer Agent may request additional documentation from corporations, executors, administrators, trustees or guardians, and may accept other suitable verification arrangements from foreign investors, such as consular verification. For more information with respect to signature-guarantees, please call one of the telephone numbers listed on the cover.

     Redemption Commitment. The Fund has committed itself to pay in cash all redemption requests by any shareholder of record, limited in amount during any 90-day period to the lesser of $250,000 or 1% of the value of the Fund’s net assets at the beginning of such period. Such



commitment is irrevocable without the prior approval of the SEC. In the case of requests for redemption from the Fund in excess of such amount, the Fund’s Board reserves the right to make payments in whole or in part in securities or other assets of the Fund in case of an emergency or any time a cash distribution would impair the liquidity of the Fund to the detriment of the existing shareholders. In such event, the securities would be valued in the same manner as the Fund’s portfolio is valued. If the recipient sells such securities, brokerage charges might be incurred.

     Suspension of Redemptions. The right of redemption may be suspended or the date of payment postponed (a) during any period when the New York Stock Exchange is closed (other than customary weekend and holiday closings), (b) when trading in the markets the Fund ordinarily utilizes is restricted, or when an emergency exists as determined by the Securities and Exchange Commission so that disposal of the Fund’s investments or determination of its net asset value is not reasonably practicable or (c) for such other periods as the Securities and Exchange Commission by order may permit to protect the Fund’s shareholders.

SHAREHOLDER SERVICES

     Fund Exchanges. You may purchase, in exchange for shares of the Fund, shares of certain other funds in the Dreyfus Family of Funds, to the extent such shares are offered for sale in your state of residence. Shares of other funds purchased by exchange will be purchased on the basis of relative net asset value per share as follows:

A.     

Exchanges for shares of funds offered without a sales load will be made without a sales load.

B.     

Shares of funds purchased without a sales load may be exchanged for shares of other funds sold with a sales load, and the applicable sales load will be deducted.

C.     

Shares of funds purchased with a sales load may be exchanged without a sales load for shares of other funds sold without a sales load.

D.     

Shares of funds purchased with a sales load, shares of funds acquired by a previous exchange from shares purchased with a sales load and additional shares acquired through reinvestment of dividends or distributions of any such funds (collectively referred to herein as “Purchased Shares”) may be exchanged for shares of other funds sold with a sales load (referred to herein as “Offered Shares”), but if the sales load applicable to the Offered Shares exceeds the maximum sales load that could have been imposed in connection with the Purchased Shares (at the time the Purchased Shares were acquired), without giving effect to any reduced loads, the difference may be deducted.

     To accomplish an exchange under item D above, you must notify the Transfer Agent of your prior ownership of Fund shares and your account number.



     To request an exchange, you or your Service Agent acting on your behalf must give exchange instructions to the Transfer Agent in writing, by telephone or online. The ability to issue exchange instructions by telephone or online is given to all Fund shareholders automatically, unless you check the applicable “No” box on the Account Application, indicating that you specifically refuse this privilege. By using this privilege, you authorize the Transfer Agent to act on telephonic and online instructions (including over the Dreyfus Express® voice-response telephone system) from any person representing himself or herself to be you, and reasonably believed by the Transfer Agent to be genuine. Exchanges may be subject to limitations as to the amount involved or the number of exchanges permitted. Shares issued in certificate form may not be exchanged by telephone or online. No fees currently are charged shareholders directly in connection with exchanges, although the Fund reserves the right, upon not less than 60 days’ written notice, to charge shareholders a nominal administrative fee in accordance with rules promulgated by the Securities and Exchange Commission.

     To establish a personal retirement plan by exchange, shares of the fund being exchanged must have a value of at least the minimum initial investment required for the fund into which the exchange is being made.

     During times of drastic economic or market conditions, the Fund may suspend Fund Exchanges temporarily without notice and treat exchange requests based on their separate components – redemption orders with a simultaneous request to purchase the other fund’s shares. In such a case, the redemption request would be processed at the Fund’s next determined net asset value but the purchase order would be effective only at the net asset value next determined after the fund being purchased receives the proceeds of the redemption, which may result in the purchase being delayed.

     Dreyfus Auto-Exchange Privilege. Dreyfus Auto-Exchange Privilege permits you to purchase (on a semi-monthly, monthly, quarterly or annual basis), in exchange for shares of the Fund, shares of another fund in the Dreyfus Family of Funds, of which you are a shareholder. This Privilege is available only for existing accounts. Shares will be exchanged on the basis of relative net asset value as described above under “Fund Exchanges.” Enrollment in or modification or cancellation of this Privilege is effective three business days following notification by you. You will be notified if your account falls below the amount designated to be exchanged under this Privilege. In this case, your account will fall to zero unless additional investments are made in excess of the designated amount prior to the next Auto-Exchange transaction. Shares held under IRA and other retirement plans are eligible for this Privilege. Exchanges of IRA shares may be made between IRA accounts and from regular accounts to IRA accounts, but not from IRA accounts to regular accounts. With respect to all other retirement accounts, exchanges may be made only among those accounts.

     Fund Exchanges and the Dreyfus Auto-Exchange Privilege are available to shareholders resident in any state in which shares of the fund being acquired may legally be sold. Shares may be exchanged only between accounts having certain identical identifying designations.

     Shareholder Services Forms and prospectuses for the other funds in the Dreyfus Family of Funds may be obtained by calling 1-800-645-6561, or visiting www.dreyfus.com. The Fund reserves the right to reject any exchange request in whole or in part. The Fund Exchanges service



or Dreyfus Auto-Exchange Privilege may be modified or terminated at any time upon notice to shareholders.

     Dreyfus-Automatic Asset Builder®. Dreyfus-Automatic Asset Builder permits you to purchase Fund shares (minimum of $100 and maximum of $150,000 per transaction) at regular intervals selected by you. Fund shares are purchased by transferring funds from the bank account designated by you.

     Dreyfus Government Direct Deposit Privilege. Dreyfus Government Direct Deposit Privilege enables you to purchase Fund shares (minimum of $100 and maximum of $50,000 per transaction) by having Federal salary, Social Security, or certain veterans’, military or other payments from the U.S. Government automatically deposited into your Fund account.

     Dreyfus Payroll Savings Plan. Dreyfus Payroll Savings Plan permits you to purchase Fund shares (minimum of $100 per transaction) automatically on a regular basis. Depending upon your employer’s direct deposit program, you may have part or all of your paycheck transferred to your existing Dreyfus account electronically through the ACH system at each pay period. To establish a Dreyfus Payroll Savings Plan account, you must file an authorization form with your employer’s payroll department. It is the sole responsibility of your employer to arrange for transactions under the Dreyfus Payroll Savings Plan.

     Dreyfus Step Program. Dreyfus Step Program enables you to purchase Fund shares without regard to the Fund’s minimum initial investment requirements through Dreyfus-Automatic Asset Builder®, Dreyfus Government Direct Deposit Privilege or Dreyfus Payroll Savings Plan. To establish a Dreyfus Step Program account, you must supply the necessary information on the Account Application and file the required authorization form(s) with the Transfer Agent. For more information concerning this Program, or to request the necessary authorization form(s), please call toll free 1-800-782-6620. You may terminate your participation in this Program at any time by discontinuing your participation in Dreyfus-Automatic Asset Builder, Dreyfus Government Direct Deposit Privilege or Dreyfus Payroll Savings Plan, as the case may be, as provided under the terms of such Privilege(s). The Fund may modify or terminate this Program at any time.

     Dreyfus Dividend Sweep. Dreyfus Dividend Sweep allows you to invest automatically your dividends or dividends and capital gain distributions, if any, paid by the Fund in shares of another fund in the Dreyfus Family of Funds of which you are a shareholder. Shares of other funds purchased pursuant to this privilege will be purchased on the basis of relative net asset value per share as follows:

A.     

Dividends and distributions paid by a fund may be invested without a sales load in shares of other funds offered without a sales load.

B.     

Dividends and distributions paid by a fund that does not charge a sales load may be invested in shares of other funds sold with a sales load, and the applicable sales load will be deducted.



C.     

Dividends and distributions paid by a fund that charges a sales load may be invested in shares of other funds sold with a sales load (referred to herein as “Offered Shares”), but if the sales load applicable to the Offered Shares exceeds the maximum sales load charged by the fund from which dividends or distributions are being swept (without giving effect to any reduced loads), the difference may be deducted.

D.     

Dividends and distributions paid by a fund may be invested in shares of other funds that impose a contingent deferred sales charge (“CDSC”) and the applicable CDSC, if any, will be imposed upon redemption of such shares.

     Dreyfus Dividend ACH permits you to transfer electronically dividends or dividends and capital gain distributions, if any, from the Fund to a designated bank account. Only an account maintained at a domestic financial institution which is an ACH member may be so designated. Banks may charge a fee for this service.

     Automatic Withdrawal Plan. The Automatic Withdrawal Plan permits you to request withdrawal of a specified dollar amount (minimum of $50) on either a monthly or quarterly basis if you have a $5,000 minimum account. Withdrawal payments are the proceeds from sales of Fund shares, not the yield on the shares. If withdrawal payments exceed reinvested dividends and distributions, your shares will be reduced and eventually may be depleted. The Automatic Withdrawal Plan may be established by filing an Automatic Withdrawal Plan application with the Transfer Agent or by oral request from any of the authorized signatories on the account by calling 1-800-645-6561.The Automatic Withdrawal Plan may be terminated at any time by you, the Fund or the Transfer Agent. Shares for which stock certificates have been issued may not be redeemed through the Automatic Withdrawal Plan.

DETERMINATION OF NET ASSET VALUE

     Amortized Cost Pricing. The valuation of the Fund’s portfolio securities is based upon their amortized cost, which does not take into account unrealized capital gains or losses. This involves valuing an instrument at its cost and thereafter assuming a constant amortization to maturity of any discount or premium, regardless of the impact of fluctuating interest rates on the market value of the instrument. While this method provides certainty in valuation, it may result in periods during which value, as determined by amortized cost, is higher or lower than the price the Fund would receive if it sold the instrument.

     The Fund’s Board has established, as a particular responsibility within the overall duty of care owed to the Fund’s shareholders, procedures reasonably designed to stabilize the Fund’s price per share as computed for purposes of purchases and redemptions at $1.00. Such procedures include review of the Fund’s portfolio holdings by the Fund’s Board at such intervals as it deems appropriate, to determine whether the Fund’s net asset value calculated by using available market quotations or market equivalents deviates from $1.00 per share based on amortized cost. Market quotations and market equivalents used in such review are obtained from an independent pricing service (the “Service”) approved by the Fund’s Board. The Service values the Fund’s investments based on methods which include consideration of: yields or prices



of Municipal Obligations of comparable quality, coupon, maturity and type; indications of values from dealers; and general market conditions. The Service also may employ electronic data processing techniques and/or a matrix system to determine valuations.

     The extent of any deviation between the Fund’s net asset value based upon available market quotations or market equivalents and $1.00 per share based on amortized cost will be examined by the Fund’s Board. If such deviation exceeds 1/2 of 1%, the Fund’s Board will consider what actions, if any, will be initiated. In the event the Fund’s Board determines that a deviation exists which may result in material dilution or other unfair results to investors or existing shareholders, it has agreed to take such corrective action as it regards as necessary and appropriate, including: selling portfolio instruments prior to maturity to realize capital gains or losses or to shorten average portfolio maturity; withholding dividends or paying distributions from capital or capital gains; redeeming shares in kind; or establishing a net asset value per share by using available market quotations or market equivalents.

     New York Stock Exchange Closings. The holidays (as observed) on which the New York Stock Exchange is closed currently are: New Year’s Day, Martin Luther King Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas.

DIVIDENDS, DISTRIBUTIONS AND TAXES

     Management believes that the Fund has qualified for treatment as a “regulated investment company” under the Code for the fiscal year ended November 30, 2009. The Fund intends to continue to so qualify if such qualification is in the best interests of its shareholders. As a regulated investment company, the Fund will pay no Federal income tax on net investment income and net realized capital gains to the extent that such income and gains are distributed to shareholders in accordance with applicable provisions of the Code. To qualify as a regulated investment company, the Fund must pay out to its shareholders at least 90% of its net income (consisting of net investment income from tax exempt obligations and taxable obligations, if any, and net short-term capital gains), and must meet certain asset diversification and other requirements. If the Fund does not qualify as a regulated investment company, it will be treated for tax purposes as an ordinary corporation subject to Federal income tax. The term “regulated investment company” does not imply the supervision of management or investment practices or policies by any government agency.

     The Fund ordinarily declares dividends from net investment income on each day the New York Stock Exchange is open for regular business. The Fund’s earnings for Saturdays, Sundays and holidays are declared as dividends on the preceding business day. Dividends usually are paid on the last calendar day of each month and are automatically reinvested in additional Fund shares at net asset value or, at your option, paid in cash. If you redeem all shares in your account at any time during the month, all dividends to which you are entitled will be paid to you along with the proceeds of the redemption. If you are an omnibus accountholder and indicate in a partial redemption request that a portion of any accrued dividends to which such account is entitled belongs to an underlying accountholder who has redeemed all shares in his or her account, such portion of the accrued dividends will be paid to you along with the proceeds of the redemption.



     If you elect to receive dividends and distributions in cash, and your dividend or distribution check is returned to the Fund as undeliverable or remains uncashed for six months, the Fund reserves the right to reinvest such dividend or distribution and all future dividends and distributions payable to you in additional Fund shares at net asset value. No interest will accrue on amounts represented by uncashed distribution or redemption checks. All expenses are accrued daily and deducted before declaration of dividends to investors.

     Ordinarily, gains and losses realized from portfolio transactions will be treated as capital gain or loss. However, all or a portion of any gains realized from the sale or the disposition of certain market discount bonds will be treated as ordinary income.

     The Fund intends to be a “qualified investment fund” within the meaning of the New Jersey gross income tax. The primary criteria for constituting a “qualified investment fund” are that (i) the Fund is an investment company registered with the Securities and Exchange Commission, which for the calendar year in which the dividends and distributions (if any) are paid, has no investments other than interest-bearing obligations, obligations issued at a discount, and cash and cash items, including receivables, and financial options, futures and forward contracts, or other similar financial instruments relating to interest-bearing obligations, obligations issued at a discount or bond indexes related thereto and (ii) at the close of each quarter of the taxable year, the Fund has not less than 80% of the aggregate principal amount of all of its investments, excluding financial options, futures and forward contracts, or other similar financial instruments, related to interest-bearing obligations, obligations issued at a discount or bond indexes related thereto, cash and cash items, which cash items shall include receivables, in New Jersey Municipal Obligations, including obligations of Puerto Rico, the Virgin Islands and other territories and possessions of the United States and certain other specified securities exempt from Federal and New Jersey income taxes. Additionally, a qualified investment fund must comply with certain continuing reporting requirements.

     If the Fund qualifies as a qualified investment fund and the Fund complies with its reporting obligations, (a) dividends and distributions paid by the Fund to a New Jersey resident individual shareholder will not be subject to New Jersey gross income tax to the extent that the dividends and distributions are attributable to income earned by the Fund as interest on or gain from New Jersey Municipal Obligations, and (b) gain from the sale of Fund shares by a New Jersey resident individual shareholder will not be subject to New Jersey gross income tax. Shares of the Fund are not subject to property taxation by New Jersey or its political subdivisions. To the extent that you are subject to state and local taxes outside of New Jersey, dividends and distributions earned by an investment in the Fund and gain from the sale of shares in the Fund may represent taxable income.

     Federal regulations require that you provide a certified taxpayer identification number (“TIN”) upon opening or reopening an account. See the Account Application for further information concerning this requirement. Failure to furnish a certified TIN to the Fund could subject you to a $50 penalty imposed by the Internal Revenue Service.



PORTFOLIO TRANSACTIONS

     General. The Manager assumes general supervision over the placement of securities purchase and sale orders on behalf of the funds it manages. In cases where the Manager or fund employs a sub-adviser, the sub-adviser, under the supervision of the Manager, places orders on behalf of the applicable fund(s) for the purchase and sale of portfolio securities.

     Certain funds are managed by dual employees of the Manager and an affiliated entity in the BNY Mellon organization. Funds managed by dual employees use the research and trading facilities, and are subject to the internal policies and procedures, of the affiliated entity. In this regard, the Manager places orders on behalf of those funds for the purchase and sale of securities through the trading desk of the affiliated entity, applying the written trade allocation procedures of such affiliate.

     The Manager (and where applicable, a sub-adviser or Dreyfus affiliate) generally has the authority to select brokers (for equity securities) or dealers (for fixed income securities) and the commission rates or spreads to be paid. Allocation of brokerage transactions, including their frequency, is made in the best judgment of the Manager (and where applicable, a sub-adviser or Dreyfus affiliate) and in a manner deemed fair and reasonable to shareholders. The primary consideration in placing portfolio transactions is prompt execution of orders at the most favorable net price. In choosing brokers or dealers, the Manager (and where applicable, a sub-adviser or Dreyfus affiliate) evaluates the ability of the broker or dealer to execute the particular transaction (taking into account the market for the security and the size of the order) at the best combination of price and quality of execution.

     In general, brokers or dealers involved in the execution of portfolio transactions on behalf of a fund are selected on the basis of their professional capability and the value and quality of their services. The Manager (and where applicable, a sub-adviser or Dreyfus affiliate) attempts to obtain best execution for the fund by choosing brokers or dealers to execute transactions based on a variety of factors, which may include, but are not limited to, the following: (i) price; (ii) liquidity; (iii) the nature and character of the relevant market for the security to be purchased or sold; (iv) the measured quality and efficiency of the broker’s or dealer’s execution; (v) the broker’s or dealer’s willingness to commit capital; (vi) the reliability of the broker or dealer in trade settlement and clearance; (vii) the level of counter-party risk (i.e., the broker’s or dealer’s financial condition); (viii) the commission rate or the spread; (ix) the value of research provided; (x) the availability of electronic trade entry and reporting links; and (xi) the size and type of order (e.g., foreign or domestic security, large block, illiquid security). In selecting brokers or dealers no factor is necessarily determinative; however, at various times and for various reasons, certain factors will be more important than others in determining which broker or dealer to use. Seeking to obtain best execution for all trades takes precedence over all other considerations.

     With respect to the receipt of research, the brokers or dealers selected may include those that supplement the Manager’s (and where applicable, a sub-adviser’s or Dreyfus affiliate’s) research facilities with statistical data, investment information, economic facts and opinions. Such information may be useful to the Manager (and where applicable, a sub-adviser or Dreyfus affiliate) in serving funds or accounts that it advises and, conversely, supplemental information obtained by the placement of business of other clients may be useful to the Manager (and where



applicable, a sub-adviser or Dreyfus affiliate) in carrying out its obligations to the fund. Information so received is in addition to, and not in lieu of, services required to be performed by the Manager (and where applicable, a sub-adviser or Dreyfus affiliate), and the Manager’s (and where applicable, a sub-adviser’s or Dreyfus affiliate’s) fees are not reduced as a consequence of the receipt of such supplemental information. Although the receipt of such research services does not reduce the Manager’s (and where applicable, a sub-adviser’s or Dreyfus affiliate’s) normal independent research activities, it enables it to avoid the additional expenses that might otherwise be incurred if it were to attempt to develop comparable information through its own staff.

     Investment decisions for the Fund are made independently from those of the other investment companies and accounts advised by Dreyfus and its affiliates. If, however, such other investment companies or accounts desire to invest in, or dispose of, the same securities as the Fund, Dreyfus or its affiliates may, but are not required to, aggregate (or "bunch") orders that are placed or received concurrently for more than one investment company or account and available investments or opportunities for sales will be allocated equitably to each. In some cases, this procedure may adversely affect the size of the position obtained for or disposed of by the Fund or the price paid or received by the Fund. When transactions are aggregated, but it is not possible to receive the same price or execution on the entire volume of securities purchased or sold, the various prices may be averaged, and the Fund will be charged or credited with the average price.

     Dreyfus may buy for the Fund securities of issuers in which other investment companies or accounts advised by Dreyfus or BNY Mellon and its other affiliates have made, or are making, an investment in securities that are subordinate or senior to the securities purchased for the Fund. For example, the Fund may invest in debt securities of an issuer at the same time that other investment companies or accounts are investing, or currently have an investment, in equity securities of the same issuer. To the extent that the issuer experiences financial or operational challenges which may impact the price of its securities and its ability to meet its obligations, decisions by BNY Mellon or its affiliates (including Dreyfus) relating to what actions are to be taken may raise conflicts of interests and Dreyfus or BNY Mellon and its other affiliates may take actions for certain accounts that have negative impacts on other advisory accounts, including the Fund.

     To the extent that a fund invests in foreign securities, certain of such fund’s transactions in those securities may not benefit from the negotiated commission rates available to funds for transactions in securities of domestic issuers. For funds that permit foreign exchange transactions, such transactions are made with banks or institutions in the interbank market at prices reflecting a mark-up or mark-down and/or commission.

     The Manager (and where applicable, a sub-adviser or Dreyfus affiliate) may deem it appropriate for one fund or account it manages to sell a security while another fund or account it manages is purchasing the same security. Under such circumstances, the Manager (and where applicable, a sub-adviser or Dreyfus affiliate) may arrange to have the purchase and sale transactions effected directly between the fund and/or accounts (“cross transactions”). Cross transactions will be effected in accordance with procedures adopted pursuant to Rule 17a-7 under the 1940 Act.



     All portfolio transactions of each money market fund are placed on behalf of the fund by the Manager. Debt securities purchased and sold by a fund generally are traded on a net basis (i.e., without a commission) through dealers acting for their own account and not as brokers, or otherwise involve transactions directly with the issuer of the instrument. This means that a dealer makes a market for securities by offering to buy at one price and sell at a slightly higher price. The difference between the prices is known as a “spread.” Other portfolio transactions may be executed through brokers acting as agent. A fund will pay a spread or commission in connection with such transactions. The Manager uses its best efforts to obtain execution of portfolio transactions at prices that are advantageous to a fund and at spreads and commission rates (if any) that are reasonable in relation to the benefits received. The Manager also places transactions for other accounts that it provides with investment advice. For the fiscal years ended, November 2007, 2008, and 2009, the Fund did not pay any commissions in connection with such transactions.

     When more than one fund or account is simultaneously engaged in the purchase or sale of the same investment instrument, the prices and amounts are allocated in accordance with a formula considered by the Manager (and where applicable, a sub-adviser or Dreyfus affiliate) to be equitable to the fund or account. In some cases this system could have a detrimental effect on the price or volume of the investment instrument as far as a fund or account is concerned. In other cases, however, the ability of a fund or account to participate in volume transactions will produce better executions for the fund or account.

     When transactions are executed in the over-the-counter market (i.e., with dealers), the Manager will typically deal with the primary market makers unless a more favorable price or execution otherwise is obtainable.

     Disclosure of Portfolio Holdings. It is the policy of Dreyfus to protect the confidentiality of fund portfolio holdings and prevent the selective disclosure of non-public information about such holdings. Each fund, or its duly authorized service providers, publicly discloses its portfolio holdings in accordance with regulatory requirements, such as periodic portfolio disclosure in filings with the SEC. Each non-money market fund, or its duly authorized service providers, may publicly disclose its complete schedule of portfolio holdings at month-end, with a one-month lag, on the Dreyfus website at www.dreyfus.com. In addition, fifteen days following the end of each calendar quarter, each non-money market fund, or its duly authorized service providers, may publicly disclose on the website its complete schedule of portfolio holdings as of the end of such quarter. Each money market 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.

     If a fund’s portfolio holdings are released pursuant to an ongoing arrangement with any party, such Fund must have a legitimate business purpose for doing so, and neither the Fund, nor the Manager or its affiliates, may receive any compensation in connection with an arrangement to make available information about the fund’s portfolio holdings. Funds may distribute portfolio holdings to mutual fund evaluation services such as Standard & Poor’s, Morningstar or Lipper Analytical Services; due diligence departments of broker-dealers and wirehouses that



regularly analyze the portfolio holdings of mutual funds before their public disclosure; and broker-dealers that may be used by the fund, for the purpose of efficient trading and receipt of relevant research, provided that: (a) the recipient does not distribute the portfolio holdings to persons who are likely to use the information for purposes of purchasing or selling fund shares or fund portfolio holdings before the portfolio holdings become public information; and (b) the recipient signs a written confidentiality agreement.

     Funds may also disclose any and all portfolio information to their service providers and others who generally need access to such information in the performance of their contractual duties and responsibilities and are subject to duties of confidentiality, including a duty not to trade on non-public information, imposed by law and/or contract. These service providers include the fund’s custodian, independent registered public accounting firm, investment adviser, administrator, and each of their respective affiliates and advisers.

     Disclosure of portfolio holdings may be authorized only by the fund’s Chief Compliance Officer, and any exceptions to this policy are reported quarterly to the fund’s Board.

INFORMATION ABOUT THE FUND

     Each Fund share has one vote and, when issued and paid for in accordance with the terms of the offering, is fully paid and non-assessable. Fund shares are of one class and have equal rights as to dividends and in liquidation. Shares have no preemptive, subscription or conversion rights and are freely transferable.

     Unless otherwise required by the 1940 Act, ordinarily it will not be necessary for the Fund to hold annual meetings of shareholders. As a result, Fund shareholders may not consider each year the election of Board members or the appointment of auditors. However, the holders of at least 10% of the shares outstanding and entitled to vote may require the Fund to hold a special meeting of shareholders for purposes of removing a Board member from office. Fund shareholders may remove a Board member by the affirmative vote of a majority of the Fund’s outstanding voting shares. In addition, the Board will call a meeting of shareholders for the purpose of electing Board members if, at any time, less than a majority of the Board members then holding office have been elected by shareholders.

The Fund sends annual and semi-annual financial statements to all its shareholders.

COUNSEL AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New York 10038-4982, as counsel for the Fund, has rendered its opinion as to certain legal matters regarding the due authorization and valid issuance of the shares being sold pursuant to the Fund’s Prospectus.

 

     Ernst & Young LLP, 5 Times Square, New York, New York 10036, an independent registered public accounting firm, has been selected to serve as the independent public registered accounting firm for the Fund.

 



APPENDIX A

RISK FACTORS — INVESTING IN NEW JERSEY MUNICIPAL OBLIGATIONS

     The following information constitutes only a brief summary, does not purport to be a complete description, and is based on information drawn from official statements relating to securities offerings of the State of New Jersey (the "State") and various local agencies available as of the date of this Statement of Additional Information. While the Fund has not independently verified this information, it has no reason to believe that such information is not correct in all material respects.

General Information

     Demographics. New Jersey is the eleventh largest state in population and the fifth smallest in land area. With an average of 1,171 persons per square mile, it is the most densely populated of all the states. New Jersey is located at the center of the megalopolis that extends from Boston to Washington D.C., which includes over one-fifth of the nation's population. New Jersey's extensive port developments augment the air, land and water transportation complex that influences much of the State's economy. The State's central location also makes it an attractive location for corporate headquarters and international business offices.

 

     The State's economic base is diversified, consisting of a variety of manufacturing, construction and service industries, supplemented by rural areas with selective commercial agriculture. New Jersey is bordered on the east by the Atlantic Ocean and on the north and northwest by lakes and mountains, providing recreation for both residents and tourists. Since 1976, casino gambling in Atlantic City has been an important State tourist attraction.

 

     New Jersey's population grew rapidly following World War II, but slowed to an annual rate of 0.27% in the 1970's. Between 1980 and 1990, the annual growth rate increased to 0.51%, and to 0.83% in the 1990's and 2000's. While this growth rate is below that of the nation, it compares favorably with other Middle Atlantic states. However, the increase in the State's population since the 1970's masks the redistribution of the population within the State. There has been a significant shift from the northeastern industrial areas towards coastal and central counties within the State. The State's population was estimated to be 8,683,000 as of December 2008.

 

     Economic Outlook. The State and national economies continue to experience high unemployment rates, a weak employment picture, and weakness in personal income growth. For calendar year 2009, through June 2009, payroll employment decreased by an average annual rate of 3.1%, reflecting the deterioration in the employment conditions in the State. Most of the job losses were in professional and business services, manufacturing, construction, trade, transport and utility services and financial services. Education and health services reported the largest single gain, followed by other services. For the calendar quarter ending in September 2009, the trend in the State's payroll employment indicates that the rate of decrease slowed to -3.1% from -3.4% in the previous quarter. The State's average unemployment rate for ten months through October 2009 was 8.9%, with the unemployment rate of 9.7% for October 2009 remaining below

 



the national rate of 10.2%. Personal income continues to decline with an average decrease of -2.1% for the 3rd quarter of 2009.

     New Jersey and the nation are expected to continue to experience further deterioration in near term economic growth in 2009. The Federal Reserve Board has indicated that a turnaround in the national economy is not expected until late 2009 or early 2010. New Jersey's economy is expected to follow the national trend for 2009. Employment is projected to decrease by an approximately 3.2% average annual rate in 2009 and decrease by an average annual rate of 0.9% in 2010. Personal income is expected to decline at an annual average rate of 0.7% in 2009 and improve to a growth rate of approximately 1.7% in 2010.

     Inflation is expected to remain low during the current economic recession and may not be a serious concern until consumer spending revives. The future economic outlook hinges on the success of the federal economic stimulus package and supportive fiscal and monetary policies. Availability of credit, stability in the financial markets and improvements in consumer and business confidence are critical factors necessary for economic turnaround nationally and in New Jersey. The State and the nation may experience further near-term deterioration in growth and the expected pace of economic expansion may decline further if consumers, investors, and businesses become more concerned about the impact of the federal economic stimulus on job growth, credit availability, financial market stresses, and geopolitical tensions. To a large extent, the future direction of the economy nationally and in the State hinges on the assumptions regarding the current economic recession, energy prices, and stability in the financial markets.

 

State Funds and Accounting

 

     The State operates on a fiscal year beginning July 1 and ending June 30. Annual budgets are adopted for the General Fund and certain special revenue funds. The Legislature enacts the annual budget through specific departmental appropriations, the sum of which may not exceed estimated resources. It is a Constitutional requirement that the annual State budget be balanced. Pursuant to the State Constitution, no money may be drawn from the State Treasury except for appropriations made by law. In addition, all monies for the support of State government and all other State purposes, as far as can be reasonably ascertained or predicted, must be provided for in one general appropriation law covering the span of a single fiscal year. No general appropriations law or other law appropriating money for any State purpose may be enacted if the amount of money appropriated, together with all other appropriations for that fiscal year, exceeds the total amount of revenue available (current and anticipated) for such fiscal year, as certified by the Governor.

State Funds.

 

     General Fund. This fund is the fund into which all State revenues, not otherwise restricted by State statute, are deposited and from which appropriations are made. The largest part of the total financial operations of the State is accounted for in the General Fund. Most revenues received from taxes, most Federal sources, and certain miscellaneous revenue items are recorded in this fund. The Appropriations Act, annually enacted by the Legislature, provides the basic framework for the operations of the General Fund.

 



     Property Tax Relief Fund. This fund accounts for revenues from the Gross Income Tax, which are dedicated by the State Constitution. All receipts from taxes levied on personal income of individuals, estates and trusts must be appropriated exclusively for the purpose of reducing or offsetting property taxes. Annual appropriations are made from the fund, pursuant to formulas established by the Legislature, to counties, municipalities and school districts. During Fiscal Year 2008, $14.21 billion of property tax relief expenditures were made. The Property Tax Relief Fund's Fiscal Year 2008 ending unreserved-undesignated fund balance was $99 million. Property tax relief expenditures are estimated to be $13.39 billion and $11.49 billion in Fiscal Years 2009 and 2010, respectively.

 

     State Lottery Fund. Monies derived from the sale of State lottery tickets are deposited into this fund. Available fund balances are transferred to the State's General Fund in support of the amounts annually appropriated for State institutions and for education. The present value of obligations for future installment payments of lottery prizes, which are funded by the purchase of deposit fund contracts, are accounted for in this fund. The Lottery is a major source of revenue for State education and institutions. In Fiscal Year 2008, gross revenues totaled $2.6 billion, of which $1.5 billion was returned in prizes, $882.1 million went to State education and institutions, $196.5 million was paid to sales agents and ticket vendors, and $22.9 million covered Lottery operational and promotional expenses. As of June 30, 2008, the State Lottery, since its inception, has generated over $44.4 billion in gross revenues, $23.4 billion in prizes, and contributed $17.3 billion to the State.

 

     Special Revenue Funds. These funds account for the resources legally restricted to expenditure for specified purposes. Such purposes must be other than special assessments, private-purpose trusts, or major capital projects. Special Revenue Funds include the Casino Control Fund, the Casino Revenue Fund and the Gubernatorial Elections Fund. Other Special Revenue Funds have been created that are either reported ultimately in the General Fund or are created to hold revenues derived from private sources.

 

 

 

Other Revenue Sources.

 

 

     Federal Aid. Actual Federal aid receipts in the General Fund and Special Transportation Fund for Fiscal Years 2006 through 2008, amounted to $8.49 billion, $8.76 billion and $8.82 billion, respectively. Federal receipts in the General Fund and the Special Transportation Fund for Fiscal Years 2009 and 2010 are estimated at $11.98 billion and $13.22 billion, respectively. Such Federal aid receipts for Fiscal Year 2010 are composed of $4.7 billion for medical payments, $49 million for social services block grants, $670.5 million for welfare, $1.77 billion for other human services, $1.97 billion for education, $420.2 million for labor, $988.5 million for transportation, and the remainder for all other Federal aid programs.

 

     The American Recovery and Reinvestment Act of 2009 ("ARRA") provides for Federal fiscal stimulus funding to the State for Fiscal Years 2009 and 2010. The funding across both fiscal years totals approximately $3.0 billion. Fiscal Year 2009 funding of $754 million reflects $587 million for enhanced Medicaid funding with the remainder primarily for fiscal stabilization which the State used as a resource for the General Fund. For Fiscal Year 2010, the total funding of $2.25 billion is primarily allocated as follows: $1.05 billion for enhanced Medicaid funding, $1.13 billion for fiscal stabilization which will be used primarily to support education spending

 



which generally would have been funded through State revenues and $59.1 million for transportation projects.

     Atlantic City and Legalized Gambling. Legalized casino gambling was introduced into Atlantic City in 1977. The Casino Revenue Fund accounts for the taxes imposed on the casinos and other related activities. Collections for Fiscal Years 2007 and 2008 were approximately $450 million and $413 million, respectively. Collections for Fiscal Year 2009 are estimated to be $349.5 million, a 15.4% decrease from Fiscal Year 2008. The Fiscal Year 2010 estimate of $335.4 million is a 4% decrease from Fiscal Year 2009. The Fiscal Year 2009 and 2010 estimates reflect the phase down of certain provisions included in legislation enacted in Fiscal Year 2004, as well as taking into account the negative impact of slot machine venues that have opened in Pennsylvania, the anticipation of a full smoking ban in October 2009 and general economic conditions.

 

State Economy and Finances

 

     Fiscal Year 2007 Summary. For Fiscal Year 2007, the General Fund's ending fund balance totaled $4.6 billion, of which $2.9 billion represented unreserved fund balances. During Fiscal Year 2007, the States' total fund balance increased by $243.6 million. The Surplus Revenue Fund is an account within the State's General Fund that is used as a "Rainy Day Fund." Surplus revenue is defined as an amount equivalent to 50% of the excess between the amount certified by the Governor at the time of the approval of the annual budget and the amount of General Fund revenue reported from the annual financial report of the General Fund for that fiscal year. During Fiscal Year 2007, the State withdrew $100 million from the Surplus Revenue Fund. This amount was offset by $24.8 million in interest earnings that accrued on its fund balance during the fiscal year.

 

     Fiscal Year 2007 expenditures totaled $49.4 billion, a decrease of $1.3 billion from the prior fiscal year. This decrease was primarily due to the mandated reclassification of certain funds. Offsets included increases of $767.9 million for educational, cultural and intellectual development, $477.9 million for transportation programs, $385.7 million for economic planning, development, and security, and $361.9 million for public safety and criminal justice. Overall, 49.9% of all State expenditures occurred in the areas of education, higher education, and physical and mental health. Total expenditures were $3.6 billion lower than original appropriations set forth in the annual budget plus supplemental appropriations enacted during the fiscal year. A major cause for under spending resulted from the State's historical practice of over appropriating Federal funds. This practice allows the State to receive the maximum Federal dollars that become available. During Fiscal Year 2007, the State's appropriation of federal funds and other grants exceeded expenditures by $1.6 billion. These excess appropriations are available for use in future years. From a program perspective, under spending in Fiscal Year 2007 includes $907.4 million from physical and mental health, $618.6 million from economic planning, development and security, $559.6 million from community development and environmental management, $554.0 million from government direction, management, and control, $416.4 million from public safety and criminal justice, $370.5 million from educational, cultural, and intellectual development, $107.3 million from special government services, and $62.7 million from transportation.

 



     During Fiscal Year 2007, State revenues, including transfers, totaled $49 billion, a decrease of $1 billion from the prior fiscal year. This decrease was primarily due to the mandated reclassification of certain funds. General taxes totaled $29 billion and accounted for 59.2% of total State revenues for Fiscal Year 2007. This amount reflects a $2.3 billion increase from the prior fiscal year and reflects a partial year effect of an increase in the Sales and Use Tax rate to 7% from 6% and broadening of the Sales and Use Tax base to include certain services. The State's Gross Income Tax totaled $11.7 billion, the Sales and Use Tax totaled $8.8 billion, and the Corporation Business Tax totaled $3.1 billion. The State's three major taxes comprised 81.5% of the total general taxes that were collected during Fiscal Year 2007. On a budgetary basis, general revenues of $28 billion were $3.6 billion lower than the final Fiscal Year 2007 budget. The negative variance was primarily the result of unearned Federal and other grant revenues of $1.6 billion, taxes of $375.6 million, services and assessments of $295.9 million, and licenses and fees of $186.6 million.

 

     Fiscal Year 2008 Summary. For Fiscal Year 2008, the General Fund's ending fund balance totaled $4.5 billion, of which $2.8 billion represented unreserved fund balances. As of June 30, 2008, the Surplus Revenue Fund had a balance of $734.7 million. On a budgetary basis, general revenues of $28.4 billion were $2.9 billion lower than the final Fiscal Year 2008 budget. The negative variance was primarily the result of unearned Federal and other grant revenues of $1.3 billion, and declines in other revenues of $1 billion, services and assessments of $486.4 million, and licenses and fees of $314.5 million. These negative variances were offset by taxes, which were $201.5 million above final estimates. Total expenditures were $3.5 billion lower than total appropriations for Fiscal Year 2008. A major cause for under spending resulted from the State's historical practice of over appropriating Federal funds. This practice allows the State to receive the maximum federal dollars that become available. During Fiscal Year 2008, the State's appropriation of Federal funds and other grants exceeded expenditures by $1.3 billion. These excess appropriations are available for use in future years.

 

     During Fiscal Year 2008, State revenues, including transfers, totaled $50.3 billion, an increase of $1.4 billion from Fiscal Year 2007. This amount reflects a full year effect of an increase in the Sales and Use Tax rate to 7% from 6% percent and the broadening of the Sales and Use Tax base. Approximately 60.5% of the State's total revenue came from general taxes, while 20.5% was derived from operating grants. General taxes totaled $30.4 billion and accounted for 60.5% of total State revenues for Fiscal Year 2008. The State's Gross Income Tax totaled $12.6 billion, the Sales and Use Tax totaled $9.1 billion, and the Corporation Business Tax totaled $3.1 billion. The State's three major taxes comprised 81.2% of the total general taxes that were collected during Fiscal Year 2008.

 

     Fiscal Year 2008 expenditures totaled $55.7 billion, an increase of $6.5 billion from Fiscal Year 2007. Government direction, management and control increased by $6 billion. Of that amount, $3.2 billion reflects the State's implementation of certain accounting standards, while another $1 billion reflects increases in the State's net pension obligation. A $1.2 billion decrease in spending for transportation programs was offset by increases of $577.2 million for educational, cultural and intellectual development, $495.4 million for physical and mental health, and $187 million for economic planning, development, and security. Overall, 46.2% of all State expenditures occurred in the areas of education, higher education, and physical and mental health.

 



     The State's governmental funds reported June 30, 2008 combined ending fund balances of $10.2 billion, a decrease of $473.3 million from Fiscal Year 2007. The General Fund's total ending fund balance for Fiscal Year 2008 was $4.5 billion, with $469.8 million unreserved–undesignated. Proprietary Funds reported June 30, 2008 net assets of $1.3 billion. Combined operating revenues and expenses for the State's component units for Fiscal Year 2008 amounted to $9.4 billion and $10.6 billion respectively. Total operations along with other revenue and expenses contributed to total combined net assets at fiscal year end of $15.4 billion. The component units received $1.6 billion in State appropriations during Fiscal Year 2008.

 

     Fiscal Years 2009 and 2010 Summary. Fiscal Year 2009 estimated appropriations exceeded the amount of estimated revenues for Fiscal Year 2009 by approximately $4 billion. In order to address this shortfall, significant reductions in spending, totaling over $3.4 billion, were made. In addition, nearly $600 million of the Fiscal Year 2009 beginning fund balance was used to support spending. Fiscal Year 2010 General Fund appropriations were reduced by $84 million as a result of the availability of funds from various dedicated sources. In addition, $38 million from dedicated sources was used as anticipated budgeted revenue in Fiscal Year 2010.

 

     Sales and Use Tax. Collections for Fiscal Year 2009 are estimated to be $8.3 billion, a 6.9% decrease from Fiscal Year 2008. The Fiscal Year 2010 estimate of $8.58 million is a 3.3% increase from Fiscal Year 2009.

 

     Gross Income Tax. Fiscal Year 2009 collections are estimated to decrease 18.4% from Fiscal Year 2008. The Fiscal Year 2010 estimate is a 1.1% increase from Fiscal Year 2009. The Fiscal Year 2009 and 2010 estimates include changes to the Gross Income Tax to take into account the expansion of the New Jersey Earned Income Tax Credit in the amount of $60.0 million and $55.0 million, respectively. The Fiscal Year 2010 estimate includes $1 billion of revenue from the following sources: $83 million from a one year increase in the tax rate on incomes from $400,000 to $500,000 from 6.37% to 8.0%; $620 million from a one year increase in the tax rate on income from $500,000 to $1,000,000 from 8.97% to 10.25%; $200 million from a one year increase in the tax rate on income over $1,000,000 from 8.97% to 10.75%; $100 million from a one year elimination of the property tax deduction for all non-seniors with income greater than $250,000 and a limited deduction up to $5,000 for tax payers earning from $150,000 to $250,000 and $8.0 million for taxing lottery winnings greater than $10,000.

 

     Corporation Business Tax. Fiscal Year 2009 collections are estimated to be $2.37 billion, a 22.5% decrease from Fiscal Year 2008 collections. The Fiscal Year 2010 estimate of $2.33 billion is a 1.5% decrease from Fiscal Year 2009 estimates. The Fiscal Year 2010 estimate includes $80 million for the one year extension of the 4.0% surcharge which was due to expire on June 30, 2009. It also assumes slower growth in payments for calendar year 2009 associated with the anticipated slowdown in corporate pre-tax profit growth.

 

     Of the $28.99 billion appropriated for Fiscal Year 2010, $12.04 billion (41.5%) is appropriated for State Aid, $9.59 billion (33.1%) is appropriated for Grants-in-Aid, $6.01 billion (20.7%) is appropriated for Direct State Services, $261.1 million (0.9%) is appropriated for Debt Service on State general obligation bonds and $1.1 billion (3.8%) is appropriated for Capital Construction. State Aid, the largest portion of Fiscal Year 2010 appropriations, consists of

 



payments to, or on behalf of, counties, municipalities and school districts, to assist them in carrying out their local responsibilities. The largest State Aid appropriation, in the amount of $10.1 billion, is provided for local preschool, elementary and secondary education programs. Of this amount, $7.5 billion in formula aid for P-12 education is appropriated to be distributed in accordance with the School Funding Reform Act of 2008.

     Appropriations for Fiscal Year 2010 will be supplemented by $2.26 billion in ARRA stimulus funding. Of this amount, $1.72 billion is assumed to be one-time funding for Fiscal Year 2010 based on current Federal legislation. The Fiscal Year 2010 appropriations also assumes the receipt of $218.6 million in new Federal funds, including $93.8 million of one-time Medicare revenue to offset State Medicaid expenses. The proposed Fiscal Year 2010 budget also includes $142.5 million of potentially non-recurring prior year Federal reimbursements for costs incurred by the State. In absence of the availability of these funds, other budgetary actions would have been necessary to balance the State budget.

 

State Indebtedness

 

     General. The State is empowered by voters to authorize, issue, and incur debt subject to certain constitutional restrictions. General obligation bond acts are both legislatively and voter-approved and are backed by the State's full faith and credit. As of June 30, 2008, the State had $2.8 billion of State general obligation bonds outstanding with another $702.5 million of bonding authorization remaining from various State general obligation bond acts. During Fiscal Year 2008, the State's long-term debt obligations increased 16.8%, to $44.4 billion, which includes a net increase in bonded debt of $2.1 billion. During Fiscal Year 2008, the State issued $4.9 billion in bonds and paid $2.7 billion in debt service on its long-term obligations.

 

     General Obligation Bonds. The State finances certain capital projects through the sale of general obligation bonds of the State. These bonds are backed by the full faith and credit of the State. Certain State tax revenues and certain other fees are pledged to meet the principal payments, interest payments and redemption premium payments, if any, required to fully pay the bonds. The State has made appropriations for principal and interest payments for general obligation bonds for Fiscal Years 2006 through 2009 in the amounts of $169.3 million, $427.8 million, $438.8 million, and $270.9 million, respectively. The Fiscal Year 2009 budget assumed a savings of $135 million from retiring and defeasing debt through use of $650 million appropriated from the Long-Term Obligation and Capital Expenditure Fund ("LTOCEF"). This debt retirement and defeasance was not implemented in Fiscal Year 2009, due to concerns about weakening General Fund revenues. A Fiscal Year 2009 supplemental appropriation of $135 million from the LTOCEF was authorized to meet general obligation bond principal and interest payments. The remainder of the LTOCEF was appropriated to help offset Fiscal Year 2009 revenue shortfalls in the Property Tax Relief Fund and to support the Governor's economic stimulus program. The proposed Fiscal Year 2010 budget includes an appropriation in the amount of $261.1 million for Fiscal Year 2010, representing principal and interest payments for general obligation bonds.

 

     Revenue Bonds. This debt classification represents bond issuances whose segment of debt service is derived solely from legally restricted revenues. Revenue bonds include debt issued by the New Jersey Building Authority ("NJBA"), the Garden State Preservation Trust, and

 



the New Jersey Transportation Trust Fund Authority ("TTFA"). During Fiscal Year 2008, the TTFA issued $1.2 billion of bonds, used to fund transportation system improvements, while the NJBA issued $216.3 million of bonds, of which $96.7 million were used to finance the completion of project building costs. The remaining $119.6 million were issued as refunding bonds in order to defease $120.1 million of existing debt. As a result, the refunded bonds' liability has been removed from the State's long-term obligations. Due to the nation's credit crisis, inefficiencies in the auction rate market resulted in NJBA having to remarket $180.9 million of bonds.

     Installment Obligations. This debt classification represents obligations whose debt service is subject to and dependent upon the Legislature making annual appropriations. Installment obligations include bonds issued to help fund the State's school facilities construction program, and help fund the installation of college and university dormitory fire suppression equipment. During Fiscal Year 2008, these authorities issued $3.4 billion of bonds, of which, $1.5 billion was mostly used to finance school facilities projects and fund other capital costs. The remaining $1.9 billion were refunding bonds that were issued in order to defease $1.8 billion of existing debt. The liability has been removed from the State's long-term obligations. Total debt service payments over the next 23 years were reduced by $459.9 million and resulted in a net present value savings of $304.6 million. The State's installment obligations outstanding as of June 30, 2008 total $18.2 billion. Total authorized but unissued installment obligations equal $1.6 billion as of June 30, 2008. Due to the nation's credit crisis, inefficiencies in the auction rate market resulted in the Schools Development Authority having to remarket $616.7 million of bonds during the fiscal year. Additionally, $62.7 million of Business Employment Incentive Program bonds were also remarketed.

 

     During Fiscal Year 2008, the State did not refund any general obligation debt. As of June 30, 2008, the amount of defeased general obligation debt outstanding, but removed from the State's long-term obligations amounted to $680.5 million.

 

     Short-Term Debt. The State's short-term note program provides effective cash flow management of imbalances that occur in the timing between collections and disbursements of State revenues and appropriations during the fiscal year. The State Treasurer is authorized to issue short-term debt instruments without it constituting a general obligation of the State, or a debt, or a liability within the meaning of the State Constitution. All short-term notes must be retired within twelve months of their issuance date.

 

     Tax and Revenue Anticipation Notes. In Fiscal Year 1992, the State initiated a program under which it issued tax and revenue anticipation notes ("TANs") to aid in providing effective cash flow management to fund imbalances that occur in the collection and disbursement of the General Fund and Property Tax Relief Fund revenues. The State has authorized the issuance of up to $2.5 billion of TANs for Fiscal Year 2008. The State issued $2 billion in TANs on September 13, 2007. These TANs were repaid in full during Fiscal Year 2008. Such tax and revenue anticipation notes do not constitute a general obligation of the State or a debt or liability within the meaning of the State Constitution. Such notes constitute special obligations of the State payable solely from monies on deposit in the General Fund and the Property Tax Relief Fund and legally available for such payment.

 



     Tobacco Settlement Financing Corporation, Inc. In November, 1998 the State entered into a master settlement agreement (the "MSA") with participating cigarette manufacturers, 46 states, and six other United States jurisdictions in the settlement of certain smoking-related litigation. During Fiscal Year 2003, the State sold to the newly established Tobacco Settlement Financing Corporation, Inc. ("TSFC"), the State's right, title, and beneficial ownership interest in the State's right to receive tobacco settlement payments under the MSA. In return, TSFC issued $3.5 billion of bonds to pay for the tobacco settlement rights. Proceeds were used to fund General Fund expenditures during Fiscal Year 2003 and Fiscal Year 2004. Pursuant to accounting regulations, TSFC's debt is reflected as a part of the State's debt. During Fiscal Year 2007, $4.7 billion of refunding bonds were issued, of which $1.1 billion were capital appreciation bonds.

     Ratings. As of June 30, 2008, the State's short-term credit ratings were SP-1+ (Standard & Poor's Ratings Group), MIG 1 (Moody's Investors Services) and F1+ (Fitch Investors Services). The State's long-term credit ratings were AA (Standard & Poor's Ratings Group), Aa3 (Moody's Investors Services) and AA- (Fitch Investors Services).

 

Litigation

     The following are cases presently pending or threatened in which the State has the potential for either a significant loss of revenue or a significant unanticipated expenditure. At any given time, there are various numbers of claims and cases pending against the State, State agencies and employees, seeking recovery of monetary damages that are primarily paid out of the fund created pursuant to the New Jersey Tort Claims Act. The State does not formally estimate its reserve representing potential exposure for these claims and cases. The State is unable to estimate its exposure for these claims and cases.

     The State routinely receives notices of claim seeking substantial sums of money. The majority of those claims have historically proven to be of substantially less value than the amount originally claimed. In addition, at any given time, there are various numbers of contract and other claims against the State and State agencies, including environmental claims asserted against the State, among other parties, arising from the alleged disposal of hazardous waste. The State is unable to estimate its exposure for these claims. An independent study estimated an aggregate potential exposure of $135,700,000 for tort and medical malpractice claims pending as of December 31, 2008.

 

     Buena Regional Commercial Township et al. v. New Jersey Department of Education et al. This lawsuit was filed on December 9, 1997 on behalf of 17 rural school districts seeking the same type of relief as has been mandated to be provided to the poor urban school districts in Abbott v. Burke, which included, without limitation, sufficient funds to allow the school districts to spend at the average of wealthy suburban school districts, to implement additional programs such as full-day kindergarten, half-day preschool programs for three and four year olds, technology, alternative school, accountability and school-to-work and college transition programs, and to upgrade school facilities. The Buena school districts are seeking to be treated as special needs districts and to receive parity funding with the Abbott school districts as a remedial measure. They also are seeking additional funding as may be necessary to provide an education equivalent to that being provided in the Abbott districts. On September 26, 2002, the

 



Administrative Law Judge (the "ALJ") issued an Initial Decision, finding that five of the 17 petitioning school districts were unable to provide a thorough and efficient education to their students. As a remedy, the ALJ recommended full "Abbott" funding for these five districts. On November 9, 2002, the parties submitted written exceptions to the Initial Decision. Of the 12 districts that were unsuccessful in demonstrating a failure to provide a thorough and efficient education to their students and therefore no remedy was proposed by the ALJ, only six filed exceptions that the ALJ was incorrect as to them.

     On February 10, 2003, following a review of the Initial Decision, exceptions and record, the Commissioner of Education (the "Commissioner") adopted in part and rejected in part the Initial Decision. The Commissioner directed the respective County Superintendents to undertake thorough reviews of each of their districts' 2003 and 2004 budgets to determine their sufficiency to provide a thorough and efficient education to their students. On March 6, 2003, 10 districts appealed the Commissioner's decision to the State Board of Education. On July 2, 2003, two of the 10 districts withdrew their appeals.

     On June 15, 2005, the Legal Committee of the State Board of Education ("Legal Committee") issued a report (the "Initial Report") to the parties. The Initial Report found that the current methods of funding school districts in the State are ineffective and cause disparities. Moreover, the Initial Report found that the appealing school districts and those school districts in this litigation, which did not pursue an appeal, were entitled to relief. The Initial Report directed the Commissioner to undertake a Statewide study of components necessary for a thorough and efficient education and for the Commissioner to conduct individual school district needs assessments for all of the original school districts in this litigation. The Department of Education (the "DOE") filed exceptions to the Initial Report on July 25, 2005. On September 26, 2005, the DOE received a revised report from the Legal Committee, which came virtually to the same conclusions as the Initial Report. The Department has filed exceptions to the revised report and the State intends to continue to vigorously defend this matter. On January 4, 2006, the State Board of Education adopted the revised report, with slight modifications, from the Legal Committee, thereby finding the State law unconstitutional as applied to the plaintiff school districts. The State of Board of Education has directed the Commissioner to design a needs assessment, which is to be performed in each of the plaintiff school districts. The Commissioner was directed to submit to proposed design of the needs assessment to the State Board of Education by February 1, 2006. Additionally, the State Board of Education found problems with the method of school funding and directed the Commissioner to analyze the current system and provide the State Board of Education with findings and recommendations as to the educational components essential to the establishment of a unified system for public education which meets constitutional goals.

     On January 11, 2006, the plaintiffs filed a notice of appeal was filed with the appellate court. On February 23, 2006, the State file a motion to dismiss the appeal except as to certain school districts. On March 28, 2006, the appellate court granted the State's motion to dismiss ("March 28th Order"). The plaintiffs filed a motion for reconsideration of the March 28th Order on March 31, 2006. On April 17, 2006, the plaintiff's motion for reconsideration was denied. On January 29, 2007, the plaintiffs filed with the New Jersey Supreme Court a notice of motion for certification of appeal. On that date, plaintiffs also filed with the appellate court a motion to accelerate the appeal. By order filed on February 21, 2007, the State Supreme Court denied the



plaintiffs' motion for certification of appeal. By order filed on February 21, 2007, the appellate court denied the plaintiffs' motion to accelerate the appeal. Oral arguments were heard by the appellate court in December 2007. On March 14, 2008, the appellate court affirmed the decision of the State Board of Education. The appellate court ordered the Commissioner to complete the needs assessment within six months, and, based on that needs assessment, determine whether the remedial measures in the School Funding Reform Act of 2008 afford students in the Buena school districts that thorough and efficient education to which they are constitutionally entitled. On September 24, 2008, the appellate court granted the Commissioner's request to extend the time to complete the records assessment until December 31, 2008. The needs assessments were completed by the December 31, 2008 deadline. The State is vigorously defending this matter.

     2001-2002 Abbott District Appeals. Several Abbott districts filed administrative petitions of appeal to the Commissioner of Education regarding departmental decisions rendered on approved programs and funding for the 2001-2002 school year. Four districts asked that their programs be approved as originally requested, and such requests were amicably resolved or dismissed. Eleven districts filed petitions of appeal on DOE decisions awarding additional State aid, seeking over $353 million in addition to the aid previously awarded. The Education Law Center ("ELC") filed petitions challenging the decisions and non-decisions of the DOE in this regard on behalf of students in the 30 Abbott districts. Generally, the ELC takes issue with the DOE's process and decisions regarding additional State aid. On August 24, 2001, the State filed a motion for summary decision and continues to vigorously defend this appeal.

J.D., J.G., v. Lucille E. Davy, Commissioner of the New Jersey Department of Education.  In late January 2007, plaintiffs filed a complaint in trial court for injunctive and declaratory relief striking down provisions of State law that plaintiffs allege unconstitutionally discriminate against children attending Newark public charter schools. The action is styled as a class section for all students currently attending public charter schools in Newark. The complaint further states that the disparity between Abbott funding in Newark's district school and the public charter schools in Newark is $9,600 annually per pupil and $37,000 per pupil in facilities funding. By not allowing Newark's public charter schools access to Abbott funding and State facilities, plaintiffs allege the State is violating the Equal Protection Clause of the New Jersey Constitution. The State filed a motion to dismiss the complaint on April 10, 2007, which was granted by the trial court on September 29, 2008. On November 13, 2008, the plaintiffs' filed a notice of appeal with the appellate court and sought a stay of the appeal pending the outcome of Abbott v. Burke, a case that was on remand. The appellate court granted the stay. The State is vigorously defending this matter.

     Abbott v. Burke (Review of Constitutionality of School Funding Reform Act). On March 17, 2008, the State moved before the State Supreme Court seeking constitutional review of the School Funding Reform Act of 2008 ("SFRA"). The ELC filed an opposition to the State's motion on both jurisdictional and substantive grounds. While briefing by the primary parties progressed, numerous Abbott districts and other stakeholders sought to participate in the matter. The Court granted amicus status to all movants. Oral argument was held on September 22, 2008.

     On November 18, 2008, the Court issued a decision remanding the matter for an expedited hearing. The remand proceeding commenced on February 9, 2009 and ended March 3, 2009. Additionally, the Court directed that the remedial orders of the Abbott rulings remain in



place pending the outcome of the remand proceeding. On March 23, 2009, Judge Peter Doyne issued his findings and recommendations. Judge Doyne found the SFRA to be a "well considered, even expansive, formula to allow a thorough and efficient education for all children in the State." However, Judge Doyne determined that absent a safety net of supplemental funding for at least the first three years, the SFRA is not constitutional as applied to the Abbott districts. The matter returned to the Supreme Court for consideration, and oral argument was held on April 28, 2009.

 

     On May 28, 2009, the Court ruled that to the extent that the record permitted its review, SFRA is constitutional and may be applied in Abbott districts subject to the State continuing to provide school funding aid during the 2008-2009, 2009-2010 and 2010-2011 school years at the levels required by SFRA's formula each year, and subject further to the mandated review and retooling of the formula's weights and other operative parts after three years of implementation.

     Disability Rights New Jersey v. Jennifer Velez (I). Plaintiff, a non-profit agency designated as New Jersey's protection and advocacy organization ("DRNJ") filed this action on April 5, 2005, and subsequently amended its complaint to remove its state law claims. The suit alleges that the Department for Human Services ("DHS") is in violation of the due process provisions of the United States Constitution. DRNJ is seeking prospective injunctive relief, specifically an order requiring DHS to promptly take all necessary steps to enable patients in State psychiatric hospitals on Conditional Extension Pending Placement ("CEPP") status to receive services in the most integrated setting appropriate to their needs; monetary penalties, specifically that DHS pay a per diem penalty of $60 to individuals who remain on CEPP status for longer than 60 days; prevailing party costs, disbursements and attorneys' fees; and an injunction requiring DHS to report to DRNJ on the number and names of CEPP patients and other information as DRNJ may require, on an ongoing basis. The State filed a motion to dismiss the complaint. In its opposition to the motion, DRNJ agreed to strike the portion of the complaint in which it requested a per diem penalty of $60 to individuals who remain on CEPP status for longer than 60 days. The remainder of the motion to dismiss was denied by the court on September 30, 2005. The State filed its answer denying liability on all claims asserted by DRNJ on October 13, 2005. In February 2008, DHS issued a written six-year plan to develop a system to ensure the prompt placement of CEPP participants. The State currently estimates its exposure to these claims to exceed $20 million each year. The State is vigorously defending this matter.

     Disability Rights New Jersey v. Jennifer Velez (II). DRNJ and two clients of the DHS filed this action on September 29, 2005. DRNJ alleges that DHS is in violation of the Americans With Disabilities Act (the "ADA"), the Rehabilitation Act and the Medicaid Act. Plaintiffs are seeking declaratory and prospective injunctive relief, attorneys' fees, litigation expenses and other relief. More specifically, the plaintiffs seek community placements for the people that plaintiffs allege are in State-operated developmental centers while awaiting community placement. The State filed its answer on December 5, 2005.

 

     On February 1, 2008, the plaintiffs filed an amended complaint, alleging the Commissioner is in violation of the Fourteenth Amendment of the U.S. Constitution and the ADA because the Commissioner fails to provide for commitment hearings before a developmentally disabled individual is admitted to a State developmental center and fails to



provide for on-going commitment hearings during an individual's continued residence at a State developmental center. In addition, the plaintiffs seek injunction relief requiring that the State conduct hearings on notice and with representation for the developmentally disabled individual prior to admission and annually thereafter. On May 21, 2007, DHS submitted an eight-year plan to the Legislature to make community placements for all people who are assessed to be appropriate for CEPP and wish to be so placed. The State filed its answer on June 4, 2007. The State is vigorously defending this matter.

 

     Disability Rights New Jersey v. Jennifer Velez (III). DRNJ filed suit on April 23, 2008 against the Commissioner of DHS seeking relief for individuals who are eligible for services from DHS' Division of Developmental Disabilities (the "Department"), seeking reformation of the Department's Home and Community Based Waiver services. Part of that cost is borne by the Federal government as part of the New Jersey Community Care Waiver, which is part of the State's Medicaid plan. DRNJ alleges that there are approximately 8,000 developmentally disabled persons on the waiting list for community placements. Although both State law and the Medicaid Act allow waiting lists, DRNJ's suit alleges that the waiver program, as currently utilized, violates parts of the ADA, the Rehabilitation Act and the Medicaid Act. DRNJ seeks an injunction requiring the State to provide the community services within specified reasonable time frames and to eliminate the waiting list within 3 years, as well as other relief, attorneys' fees other and costs. The State filed a motion to dismiss the complaint on December 31, 2008. The United States Attorney's Office was notified of the federal constitutional challenges involved in the motion to dismiss and filed a brief in opposition on June 29, 2009. On July 23, 2009, the court denied the State's motion to dismiss the complaint. The State is vigorously defending this matter.

     East Cape May Associates v. New Jersey Department of Environmental Protection. This matter is a regulatory taking case in which the plaintiff claims that it is entitled to in excess of $30 million in damages for a taking of its property without just compensation. The property is approximately 96 acres of freshwater wetlands, where the Department of Environmental Protection (the "DEP") denied an application for 366 single-family homes. On July 25, 2001, the appellate court held that before DEP could approve limited development to prevent its action from constituting a taking it was required to adopt protective rules for the planned development. Upon remand to the trial court, DEP promulgated regulations under the Freshwater Wetlands Protections Act, which took effect on January 22, 2002, and is now in the process of implementing those rules. In July 2003, the trial judge referred the case to mediation. On February 17, 2005, the assigned mediator advised the court that mediation had concluded without agreement. On July 1, 2009, the parties reached a settlement of the case, and submitted a consent order and stipulation of dismissal to the trial court. The settlement will allow development of approximately 20 acres of the property with 71 market rate units and 14 affordable housing units. The remaining approximately 78 acres of the property will be purchased by the State and City of Cape May for approximately $7 million. The proposed development also requires approval from the United States Army Corps of Engineers.

 

     FiberMark North America, Inc. v. State of New Jersey, Department of Environmental Protection. Plaintiff, as owner of the Warren Glen waste water treatment facility ("Warren Glen"), filed suit against DEP asserting that DEP is responsible for unpermitted discharges of landfill pollutants into one of its waste water treatment lagoons at Warren Glen. Additionally,



plaintiff claims it has suffered numerous damages due to costs associated with Warren Glen, such as costs to operate the facility, costs associated with the delay in the clean up, consulting and legal fees, and other costs resulting from being unable to cease operations and to decommission and sell Warren Glen.

 

     Plaintiff claims it is the successor to a 1991 landfill agreement ("1991 Agreement"), by which it was obligated to receive and treat leachate from the neighboring landfill in their wastewater treatment lagoons before discharge into a river. However, plaintiff claims, in a voluntary Chapter 11 bankruptcy petition for reorganization, the bankruptcy court granted its request to reject the 1991 Agreement on June 23, 2005. Plaintiff claims it had no responsibility to treat the leachate from the neighboring landfill as of this date, but was forced by DEP to continue doing so between March 2006 and September 13, 2007, suffering damages from the illegal discharge of leachate into their facility. In April 2007, DEP successfully rerouted the leachate so that it no longer runs into Warren Glen and is permanently enjoined from allowing leachate to run onto Warren Glen pursuant to a partial consent judgment in a related case, FiberMark North America, Inc. v. Jackson. The State filed its answer to the complaint on June 23, 2008. The trial on this matter began on May 4, 2009. At the conclusion of plaintiff's presentation of its case, DEP moved to dismiss the matter, which the court granted . On May 26, 2009, plaintiff filed several motions with the court and also filed a notice of appeal with the appellate court. On July 6, 2009, plaintiff filed a motion with the appellate court requesting the appellate court compel the trial court to decide the motions previously filed with the court. The State is vigorously defending this matter.

 

     New Jersey Department of Environmental Protection et al. v. Occidental Chemical Corporation, et al. In December 2005, the DEP, the Commissioner of DEP, and the Administrator of the New Jersey Spill Compensation Fund filed suit against Occidental Chemical Corporation ("Occidental"), Maxus Energy Corporation ("Maxus"), Tierra Solutions, Inc. ("Tierra") and certain other defendants seeking costs and damages relating to the discharge of dioxin into the Passaic River and its environs by Diamond Shamrock Corporation, a predecessor of defendant Occidental. In November 2008, Maxus and Tierra filed counterclaims against the plaintiffs seeking, among other things: (i) contribution for an equitable share of any Passaic River cleanup and removal costs and damages for which Maxus and Tierra may be found liable and contribution for a proportionate share of cleanup and removal costs, damages or other losses for which Maxus and Tierra may be held liable or that they have incurred or may incur for the Newark Bay Complex; (b) the abatement of discharges of untreated or inadequately treated wastewater in the Newark Bay Complex, the abatement of pollution sources from outside the Newark Bay Complex; and an order removing DEP as trustee for natural resources within the Newark Bay Complex; (c) a judgment finding DEP liable for aiding and abetting discharges of polluting matter into the Passaic River, and an injunction prohibiting DEP from permitting or condoning the further discharge of polluting matter into the Passaic River or its tributaries; and (d) a judgment that DEP is liable for public nuisance in the event that all or part of the Newark Bay Complex is determined to be a public nuisance; an order imposing on the plaintiffs' an equitable share of any relief the court might order on the plaintiffs' public nuisance claims. In February 2009, Maxus and Tierra filed third party complaints against the State, the Department of Agriculture and the DOT seeking contribution from each of these third party defendants. The State is vigorously defending this matter.



     New Jersey Education Association et al. v. State of New Jersey et al. Plaintiffs' complaint alleges that the State violated various State constitutional provisions, statutes and common law by failing to fund the Teachers' Pension and Annuity Fund ("TPAF") in the amount and manner prescribed by law while increasing the contribution paid by employees who participate in the fund from 3% to 5%. In their complaint, plaintiffs ask that the defendants be directed to make a payment into the TPAF in the approximate amount of $484 million, or in the alternative, that the employees' contribution be maintained at 3% and not increased. In addition, plaintiffs are seeking attorney's fees, disbursements and costs.

     On April 28, 2004, the State moved to dismiss the complaint for failure to state a claim upon which relief can be granted. On July 15, 2004, the court granted the State's motion to dismiss as to claims of violation of the constitutional principles of uniformity and fairness in taxation, violation of the Internal Revenue Code of 1986, as amended, and breach of promissory estoppel. The court denied the State's motion on the other claims. On or about June 28, 2004, the plaintiffs had filed an amended complaint, which included allegations of underfunding the TPAF for Fiscal Year 2005. On November 23, 2004, the State moved to dismiss the amended complaint, which motion was denied. The State then moved for leave to appeal to the Appellate Division seeking review of the court's denial of the State's motion to dismiss. On January 13, 2005, the Appellate Division denied the State's motion. On February 2, 2005, the State moved for leave to appeal to the State Supreme Court. By order dated September 12, 2005, the Supreme Court denied the State's motion for leave to appeal. On April 2, 2008, the trial court held that the plaintiffs had failed to provide a substantial impairment of a contractual right and dismissed the complaint in its entirety. On May 22, 2008, the plaintiffs filed a notice of appeal. The parties have filed their briefs with the appellate court, although the court has not yet issued a scheduling order or set a date for oral argument. The State is vigorously defending this matter.

Professional Firefighters Association of New Jersey at al. v. State of New Jersey et al.  This matter was filed on October 4, 2005. The Plaintiffs' complaint alleges that the State violated various U.S. and State constitutional provisions, statuses and common law by failing to adequately fund the Police and Firemen's Retirement System ("PFRS") for Fiscal Years 2004 and 2005. The Plaintiffs also challenge the constitutionality of reductions in PFRS contributions required of local employers for Fiscal Years 2004-07. On January 26, 2007, the court heard arguments on motions made by the State to dismiss the complaint. On March 13, 2007, the court granted the State's motion to dismiss three counts of the seven-count complaint and to merge the other counts. The only count before the court is the plaintiffs' claim that the State's funding decisions constitute an unconstitutional impairment of contract. The plaintiffs filed a motion for summary judgment in August 2008. The State filed a cross-motion for summary judgment to dismiss the complaint, or in the alternative, a stay of the proceedings pending resolution of the New Jersey Education Association matter. On May 9, 2009, the court granted the plaintiffs' motion for an order allowing the plaintiffs' to amend their complaint to assert claims based on state law that permits local governments to defer certain of their pension contributions for Fiscal Year 2009. On June 10, 2009, the State filed its answer to the amended complaint. The State is vigorously defending this matter. Oral argument on the summary judgment motions is scheduled for October 9, 2009.

     AMEC Civil, LLC v. State of New Jersey, Department of Transportation. Plaintiff alleges that the Department of Transportation breached a construction contract through, among other



claims, work limitations, design defects, failure to disclose access problems and the obtainment of permits. The claims were originally filed in three separate complaints in 2003 and 2004. On December 15, 2004, all outstanding claims were consolidated into one complaint. On March 18, 2005, cross-motions for summary judgment on the issues concerning access to the river channel were denied by the court. On June 8, 2005, the State filed a motion to compel discovery. In June 2007, the parties took part in mediation in an effort to settle the litigation. Such efforts were unsuccessful. The current schedule calls for all motions for summary judgment to be filed by October 1, 2007. Motions for summary judgment were filed on October 1, 2007. On May 22, 2008, the motions for summary judgment were argued. With one exception (pre-judgment interest), all motions and cross-motions for summary judgment were decided in favor of DOT on December 16, 2008. The plaintiff has filed a motion for reconsideration and other motions. The plaintiff's motion for reconsideration and motion to disqualify the trial court judge was denied on April 17, 2009. The plaintiff's motion for leave to appeal the trial court's decision regarding the summary judgment motions and the motion to disqualify the trial court judge, or in the alternative, to change venue, was denied by the appellate court as untimely on June 3, 2009. The State is vigorously defending these matters.

     Railroad Construction Company, Inc. v. State of New Jersey, Department of Transportation. This matter involves claims of approximately $47.4 million by Railroad Construction Company, Inc. ("RCC") against the New Jersey Department of Transportation ("DOT") arising from a contract for the construction of weigh stations and commercial vehicle inspection stations with complex weighing/ monitoring and signaling systems to monitor truck traffic on the State highways. RCC alleges that DOT breached its contract on various grounds. Completion of the project occurred in the summer of 2008, but the project closeout is not yet fully complete. The complaint is being dismissed without prejudice to allow the DOT Claims Committee to review the claims and to proceed into mediation, if necessary. Document discovery will commence. The State is vigorously defending this matter.

     Twenty First Century Rail Corporation v. New Jersey Transit Corporation. Twenty First Century Railroad ("TFC") is the prime contractor on the long-term design, construction and operation of a light rail project for New Jersey Transit Corporation ("NJ Transit"). One portion of the project was designed in its entirety by NJ Transit's design consultant firm, Parsons, Brinkerhoff, Quade & Douglass (the "Design Consultant"), and the construction subcontracted out by TFC. TFC alleges that substantial design errors and omissions by the Design Consultant led to significant delays and damages for the subcontractor ("Frontier-Kemper"). In March 2009, NJ Transit filed an answer to TFC's complaint, counterclaims and cross-claims against TFC and Frontier-Kemper and a motion for summary judgment. In March 2009, the Design Consultant filed cross-claims against NJ Transit and a third party complaint against other parties involved in the matter. In May 2009, the court heard oral argument on NJ Transit's motion for summary judgment. As a result of the summary judgment motion, TFC and Frontier-Kemper conceded to the dismissal of certain claims against NJ Transit. The court also issued a case management order, with the consent of all parties, which provides for limited document discovery and for mediation of this matter to take place in October 2009. The State is vigorously defending this matter.

     Horizon Blue Cross/Blue Shield of New Jersey v. The State of New Jersey, et al. The plaintiff has filed a complaint seeking a declaration that recent State legislation removing the



availability of insurance premiums tax "cap" for health services corporations is unconstitutional under various provisions of the U.S. and New Jersey Constitutions, and to enjoin the State from collecting the insurance premiums tax. On October 28, 2005, the trial court granted the State's motion to transfer the matter to the Tax Court. On February 9, 2006, Horizon filed an order to show cause seeking injunctive relief against enforcement by the State of the legislation. On February 21, 2006, the State filed its opposition to the order to show cause and also filed a cross motion to dismiss certain claims. On February 22, 2006, the Tax Court denied Horizon's request for injunctive relief. The Tax Court also, on February 22, 2006, denied the State's cross motion. On June 9, 2006, the Tax Court dismissed Horizon's Section 1983 claim. On February 2, 2009, Horizon filed a motion for summary judgment. The State filed its opposition and cross-motion to plaintiff's motion for summary judgment on March 30, 2009. The State intends to vigorously defend this matter.

     Oracle International Corporation v. Director, Division of Taxation. In March 2009, Oracle International Corporation ("Oracle") filed a complaint contesting a tax assessment by the State's Department of the Treasury, Division of Taxation ("Division") that imposed a corporation business tax on Oracle from 2001 to 2007. Oracle alleges it is not subject to tax in the State, and challenges the assessment on a number of grounds. The State intends to vigorously defend this matter.

     Pfizer Inc. et al.v. Director, Division of Taxation. Two taxpayers, Pfizer Inc. ("Pfizer") and Whirlpool Properties, Inc. ("Whirlpool"), challenge the Tax Court's affirmance of the facial constitutionality of the State's "throw-out rule" (the "Rule"), which affects the amount of taxable income taxpayers "allocate" to the State. The taxpayers asserted that the allocation formula under the Rule violates the due process and commerce clauses of the United States Constitution. On May 29, 2008, the Tax Court granted the Division's cross-motion to sustain the facial constitutionality of the Rule. The Tax Court found that, on its face, the Rule did not violate any of the constitutional provisions raised. Taxpayers' "as-applied" challenges remain. In August 2008, Pfizer and Whirlpool sought leave for interlocutory review in the State Supreme Court. The Supreme Court granted interlocutory review, but concurrently remanded to the appellate court for review on the merits. Pfizer and Whirlpool have filed their opening briefs, along with the amici curiae, in appellate court. The Division's responding briefs were due by July 31, 2009. The State intends to vigorously defend this matter.

 

     Praxair Technology, Inc., v. Director, Division of Taxation. Praxair Technology, Inc. ("Praxair") challenges the Tax Court's affirmance of the Division's application of the Lanco ruling on the issue of "economic nexus" in connection with Praxair's 1994-1996 tax years. On December 15, 2008, the appellate court reversed the Tax Court's decision and struck the Division's 1994-1996 assessment. The Division filed a petition for certification with the State Supreme Court and, in response, Praxair filed a cross-petition for certification regarding the constitutionality of the 2002 Tax Amnesty penalty. On April 2, 2009, the Supreme Court granted both petitions. The parties have filed their briefs and await an argument date from the Supreme Court. The State intends to vigorously defend this matter.

 

     Lonegan v. State. On July 28, 2008, a complaint was filed against the State, the State Treasurer, the New Jersey Economic Development Authority ("NJEDA"), the Governor and the Commissioner of the Department of Education claiming that certain legislation that amended

 



certain provisions of the Educational Facilities Construction and Financing Act of 2000, and authorized the issuance by NJEDA of $3.9 billion of bonds, the debt service on which is payable from State appropriations under a contract between NJEDA and the State Treasurer ("School Construction Bonds") violates the debt limitation clause of the State's Constitution. The plaintiff previously asserted that the School Construction Bonds were subject to voter referendum, and the New Jersey Supreme Court ruled in favor of the defendants. The trial court dismissed the complaint in its entirety, with prejudice on December 8, 2008. The plaintiff filed a notice of appeal in January 2009. The parties have submitted their briefs to the appellate court. The State plans to vigorously defend this matter.

 

     Lukens v. State of New Jersey. This suit was filed on December 16, 2008. Plaintiffs seek a declaration that the amendment to the debt limitation clause of the State's Constitution that was approved by the voters at the general election on November 4, 2008, is unconstitutional. The Plaintiffs claim that the ballot question and the interpretative statement were defective. The State intends to vigorously defend this matter.

 



APPENDIX B

Rating Categories

Description of certain ratings assigned by S&P, Moody’s and Fitch:

S&P

Long-term

AAA

An obligation rated ‘AAA’ has the highest rating assigned by S&P. The obligor’s capacity to meet its financial commitment on the obligation is extremely strong.

AA

An obligation rated ‘AA’ differs from the highest rated obligations only in small degree. The obligor’s capacity to meet its financial commitment on the obligation is very strong. The rating ‘AA’ may be modified by the addition of a plus (+) or minus (-) sign designation to show relative standing within this rating category.

Short-term

SP-1

Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus sign (+) designation.

SP-2

Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.

Commercial paper

A-1

This designation indicates that the degree of safety regarding timely payment is strong. Those issues determined to possess extremely strong safety characteristics are denoted with a plus sign (+) designation.

A-2

Capacity for timely payment on issues with this designation is satisfactory. However, the relative degree of safety is not as high as for issues designated ‘A-1. ‘



Moody’s

Long-term

Aaa

Bonds rated ‘Aaa’ are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as “gilt edged.” Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues.

Aa

Bonds rated ‘Aa’ are judged to be of high quality by all standards. Together with the ‘Aaa’ group they comprise what are generally known as high-grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in ‘Aaa’ securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long-term risk appear somewhat larger than the ‘Aaa’ securities.

Moody’s applies numerical modifiers 1, 2, and 3 to the ‘Aa’ generic rating classification. The modifier 1 indicates that the obligation ranks in the higher end of the rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of the rating category.

Prime rating system (short-term)

Issuers rated Prime-1 (or supporting institutions) have a superior ability for repayment of senior short-term debt obligations. Prime-1 repayment ability will often be evidenced by many of the following characteristics:

Leading market positions in well-established industries.

High rates of return on funds employed.

Conservative capitalization structure with moderate reliance on debt and ample asset protection.

Broad margins in earnings coverage of fixed financial charges and high internal cash generation.

Well-established access to a range of financial markets and assured sources of alternate liquidity.



Issuers rated Prime-2 (or supporting institutions) have a strong ability for repayment of senior short-term debt obligations. This will normally be evidenced by many of the characteristics cited above but to a lesser degree. Earnings trends and coverage ratios, while sound, may be more subject to variation. Capitalization characteristics, while still appropriate, may be more affected by external conditions. Ample alternate liquidity is maintained.

MIG/VMIG--U.S. short-term

Municipal debt issuance ratings are designated as Moody’s Investment Grade (MIG) and are divided into three levels -- MIG 1 through MIG 3.

The short-term rating assigned to the demand feature of variable rate demand obligations (VRDOs) is designated as VMIG. When either the long- or short-term aspect of a VRDO is not rated, that piece is designated NR, e.g., Aaa/NR or NR/VMIG 1.

MIG 1/VMIG1

This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing.

MIG 2/VMIG 2

This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group.

Fitch

Long-term investment grade

AAA

Highest credit quality. ‘AAA’ ratings denote the lowest expectation of credit risk. They are assigned only in case of exceptionally strong capacity for timely payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.

AA

Very high credit quality. ‘AA’ ratings denote a very low expectation of credit risk. They indicate very strong capacity for timely payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.

Short-term

A short-term rating has a time horizon of less than 12 months for most obligations, or up to three years for U.S. public finance securities, and thus places greater emphasis on the liquidity necessary to meet financial commitments in a timely manner.



F1

Highest credit quality. Indicates the strongest capacity for timely payment of financial commitments; may have an added “+” to denote any exceptionally strong credit feature.

F2

Good credit quality. A satisfactory capacity for timely payment of financial commitments, but the margin of safety is not as great as in the case of the higher ratings.

A plus (+) or minus (-) sign designation may be appended to the ‘AA’ of ‘F1’ a rating to denote relative status within the rating category.



DREYFUS NEW JERSEY MUNICIPAL MONEY MARKET FUND, INC.

PART C. OTHER INFORMATION

Item 23. Exhibits

(a) Registrant’s Articles of Incorporation dated April 4, 1988 and Articles of Amendment dated October 2,
  1990 are incorporated by reference to Exhibit (1) of Post-Effective Amendment No. 14 to the Registration
  Statement on Form N-1A, filed on May 30, 1996.
 
(b) Registrant’s By-Laws are incorporated by reference to Exhibit (b) to Post-Effective Amendment No.26 to
  the Registration Statement on Form N-1a filed on March 29, 2007
 
(d) Management Agreement is incorporated by reference to Exhibit (d) of Post-Effective Amendment No. 25
  the Registration Statement on Form N-1A, filed on January 31, 2006.
 
(e)(i) Distribution Agreement is incorporated by reference to Exhibit (e)(i) of Post-Effective Amendment No. 25
  to the Registration Statement on Form N-1A, filed on January 31, 2006.
 
(e)(iii) Forms of Supplement to Service Agreements are incorporated by reference to Exhibit (e)(iii) to Post-
Effective Amendment No.26 to Registration Statement on Form N-1A filed on March 29, 2007.
 
(g)(i) Amended and Restated Custody Agreement dated August 18, 1989 is incorporated by reference to Exhibit
  (8)(a) of Post-Effective Amendment No. 14 to the Registration Statement on Form N-1A, filed on May 30,
  1996. Forms of Sub-Custodian Agreements are incorporated by reference to Exhibit 8(b) of Post-Effective
  Amendment No. 3 to the Registration Statement, filed on December 15, 1993.
 
(g)(ii) Amendment to Custody Agreement is incorporated by reference to Exhibit (g)(ii) of Post-Effective
  Amendment No. 27 to the Registration Statement on Form N-1A, filed on March 28, 2008.
 
(g)(iii) Foreign Custody Manger Agreement is incorporated by reference to Exhibit (g)(iii) of Post-Effective
  Amendment No. 20 to the Registration Statement on Form N-1A, filed on May 29, 2002.
 
(h)(i) Shareholder Services Plan dated August 24, 1994, as amended October 11, 1995, is incorporated by
  reference to Exhibit (9) of Post-Effective Amendment No. 9 to the Registration Statement, filed on
  December 29, 1995.
 
(h)(ii) Amended and Restated Transfer Agency Agreement is incorporated by reference to Exhibit (h)(ii) of Post-
  Effective Amendment No. 27 to the Registration Statement on Form N-1A, filed on March 28, 2008.
 
(i) Opinion and Consent of Stroock & Stroock & Lavan is incorporated by reference to Exhibit (10) of Post-
  Effective Amendment No. 14 to the Registration Statement on Form N-1A, filed on May 30, 1996.

(j) Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm*

(p) Code of Ethics is incorporated by reference to Exhibit (p)of Post Effective Amendment No. 27 to the
  Registration Statement on Form N-1A, filed on March 28, 2008.

(p)(i) Code of Ethics for the Non-management Board Members of the Dreyfus Family of Funds*



Item 23. Exhibits.
  Other Exhibits

(a) Power of Attorney is incorporated by reference to Other Exhibits (a) of Post-Effective Amendment
  No. 29 to the Registration Statement on Form N-1A, filed on January 29, 2010.
 
(b) Certificate of Assistant Secretary*

*Filed herewith

Item 24. Persons Controlled by or under Common Control with Registrant.

Not Applicable

Item 25. Indemnification

The Statement as to the general effect of any contract, arrangements or statute under which a Board member, officer, underwriter or affiliated person of the Registrant is insured or indemnified in any manner against any liability which may be incurred in such capacity, other than insurance provided by any Board member, officer, affiliated person or underwriter for their own protection, is incorporated by reference to Item (b) of Part C of Post-Effective Amendment No. 18 to the Registration Statement on Form N-1A, filed on May 30, 2000.

Reference is also made to the Distribution Agreement which is incorporated by reference as Exhibit (e)(i) of Post-Effective Amendment No. 25 to the Registration Statement on Form N-1A, filed on January 31, 2006.

Item 26. Business and Other Connections of Investment Adviser.

The Dreyfus Corporation ("Dreyfus") and subsidiary companies comprise a financial service organization whose business consists primarily of providing investment management services as the investment adviser, manager and distributor for sponsored investment companies registered under the Investment Company Act of 1940 and as an investment adviser to institutional and individual accounts. Dreyfus also serves as sub-investment adviser to and/or administrator of other investment companies. MBSC Securities Corporation, a wholly-owned subsidiary of Dreyfus, serves primarily as a registered broker-dealer of shares of investment companies sponsored by Dreyfus and of other investment companies for which Dreyfus acts as investment adviser, sub-investment adviser or administrator.



ITEM 26. Business and Other Connections of Investment Adviser (continued)
  Officers and Directors of Investment Adviser

Name and Position      
With Dreyfus Other Businesses Position Held Dates
 
 
Jonathan Baum MBSC Securities Corporation++ Chief Executive Officer 3/08 - Present
Chief Executive Officer   Chairman of the Board 3/08 - Present
and Chair of the Board   Director 6/07 - 3/08
    Executive Vice President 6/07 - 3/08
 
J. Charles Cardona MBSC Securities Corporation++ Director 6/07 - Present
President and Director   Executive Vice President 6/07 - Present
 
  Universal Liquidity Funds plc+ Director 4/06 - Present
 
Diane P. Durnin None    
Vice Chair and Director      
 
Phillip N. Maisano The Bank of New York Mellon ***** Senior Vice President 7/08 - Present
Director, Vice Chair and      
Chief Investment Officer      
 
  BNY Mellon, National Association + Senior Vice President 7/08 - Present
 
  Mellon Bank, N.A.+ Senior Vice President 4/06 - 6/08
 
  BNY Alcentra Group Holdings, Inc.++ Director 10/07 - Present
 
  BNY Mellon Investment Office GP LLC* Manager 4/07 - Present
 
  Mellon Global Alternative Investments Limited Director 8/06 - Present
  London, England    
 
  Pareto Investment Management Limited Director 4/08 - Present
  London, England    
 
  The Boston Company Asset Management NY, Manager 10/07 - Present
  LLC*    
 
  The Boston Company Asset Management, LLC* Manager 12/06 - Present
 
  Urdang Capital Management, Inc. Director 10/07 - Present
  630 West Germantown Pike, Suite 300    
  Plymouth Meeting, PA 19462    
 
  Urdang Securities Management, Inc. Director 10/07 - Present
  630 West Germantown Pike, Suite 300    
  Plymouth Meeting, PA 19462    
 
  EACM Advisors LLC Chairman of Board 8/04 - Present
  200 Connecticut Avenue    
  Norwalk, CT 06854-1940    

C-3



Name and Position      
With Dreyfus Other Businesses Position Held Dates
  Founders Asset Management LLC**** Member, Board of 11/06 - 12/09
    Managers  
  Standish Mellon Asset Management Company, Board Member 12/06 - Present
  LLC    
  Mellon Financial Center    
  201 Washington Street    
  Boston, MA 02108-4408    
  Mellon Capital Management Corporation*** Director 12/06 - Present
  Mellon Equity Associates, LLP+ Board Member 12/06 - 12/07
  Newton Management Limited Board Member 12/06 - Present
  London, England    
  Franklin Portfolio Associates, LLC* Board Member 12/06 - Present
Mitchell E. Harris Standish Mellon Asset Management Company Chairman 2/05 - Present
Director LLC Chief Executive Officer 8/04 - Present
  Mellon Financial Center Member, Board of 10/04 - Present
  201 Washington Street Managers  
  Boston, MA 02108-4408    
  Alcentra NY, LLC++ Manager 1/08 - Present
  Alcentra US, Inc. ++ Director 1/08 - Present
  Alcentra, Inc. ++ Director 1/08 - Present
  BNY Alcentra Group Holdings, Inc. ++ Director 10/07 - Present
  Pareto New York LLC++ Manager 11/07 - Present
  Standish Ventures LLC President 12/05 - Present
  Mellon Financial Center    
  201 Washington Street    
  Boston, MA 02108-4408    
    Manager 12/05 - Present
  Palomar Management Director 12/97 - Present
  London, England    
  Palomar Management Holdings Limited Director 12/97 - Present
  London, England    
  Pareto Investment Management Limited Director 9/04 - Present
  London, England    
Jeffrey D. Landau The Bank of New York Mellon+ Executive Vice President 4/07 - Present
Director      
  Allomon Corporation+ Treasurer 12/07 - Present
  APT Holdings Corporation+ Treasurer 12/07 - Present
  BNY Mellon, N.A.+ Treasurer 7/07 - 0/10
  Mellon Funding Corporation+ Treasurer 12/07 - 12/09
  The Bank of New York Mellon Corporation+ Treasurer 7/07 - 01/10

C-4



Name and Position      
With Dreyfus Other Businesses Position Held Dates
Ronald P. O’Hanley The Bank of New York Mellon Corporation ***** Vice Chairman 7/07 - Present
Director      
  Mellon Trust of New England, N.A. * Vice Chairman 4/05 - 6/08
  The Bank of New York Mellon ***** Vice Chairman 7/08 - Present
  BNY Mellon, National Association + Vice Chairman 7/08 - Present
  BNY Alcentra Group Holdings, Inc. ++ Director 10/07 - Present
  BNY Mellon Investment Office GP LLC+ Manager 4/07 - Present
  EACM Advisors LLC Manager 6/04 - Present
  200 Connecticut Avenue    
  Norwalk, CT 06854-1940    
  Ivy Asset Management Corp. Director 12/07 - Present
  One Jericho Plaza    
  Jericho, NY 11753    
  Neptune LLC+++++ Chairman 7/98 - Present
    President 7/98 - Present
    Member, Management 6/98 - Present
    Committee  
  Pareto Investment Management Limited Director 9/04 - Present
  London, England    
  The Boston Company Asset Management NY, Manager 10/07 - Present
  LLC*    
  The Boston Company Asset Management, LLC* Manager 12/97 - Present
  The Boston Company Holding, LLC* Vice Chairman 2/07 - Present
  Walter Scott & Partners Limited Director 10/06 - Present
  Edinburgh, Scotland    
  WestLB Mellon Asset Management Holdings Director 4/06 - Present
  Limited    
  Dusseldorf, Germany    
  Mellon Bank, N.A. + Vice Chairman 6/01 - 6/08
  Standish Mellon Asset Management Company, Board Member 7/01 – Present
  LLC    
  Mellon Financial Center    
  201 Washington Street    
  Boston, MA 02108-4408    
  Franklin Portfolio Holdings, LLC* Director 12/00 - Present
  Franklin Portfolio Associates, LLC* Director 4/97 – Present
  Pareto Partners (NY) ++ Partner Representative 2/00 - Present
 
  Buck Consultants, Inc.++ Director 7/97 - Present

C-5



Name and Position      
With Dreyfus Other Businesses Position Held Dates
 
  Newton Management Limited Executive Committee 10/98 - Present
  London, England Member  
    Director 10/98 - Present
 
  BNY Mellon Asset Management Japan Limited Director 6/06 - Present
  Tokyo, Japan    
 
  TBCAM Holdings, LLC* Director 1/98 – Present
 
  MAM (MA) Holding Trust+++++ Trustee 6/03 – Present
 
  MAM (DE) Trust+++++ Trustee 6/03 – Present
 
  Pareto Partners Partner Representative 5/97 – Present
  The Bank of New York Mellon Centre    
  160 Queen Victoria Street    
  London England    
 
  Mellon Capital Management Corporation*** Director 2/97 – Present
 
  Mellon Equity Associates, LLP+ Executive Committee 1/98 – 12/07
    Member  
    Chairman 1/98 – 12/07
 
  Mellon Global Investing Corp.* Director 5/97 – Present
    Chairman 5/97 - Present
    Chief Executive Officer 5/97 – Present
 
Cyrus Taraporevala Urdang Capital Management, Inc. Director 10/07 - Present
Director 630 West Germantown Pike, Suite 300    
  Plymouth Meeting, PA 19462    
 
  Urdang Securities Management, Inc. Director 10/07 - Present
  630 West Germantown Pike, Suite 300    
  Plymouth Meeting, PA 19462    
 
  The Boston Company Asset Management NY, Manager 08/06 – Present
  LLC*    
 
  The Boston Company Asset Management LLC* Manager 01/08 – Present
 
  BNY Mellon, National Association+ Senior Vice President 07/06 - Present
 
  The Bank of New York Mellon***** Senior Vice President 07/06 - Present
 
Scott E. Wennerholm Mellon Capital Management Corporation*** Director 10/05 - Present
Director      
 
  Newton Management Limited Director 1/06 - Present
  London, England    
 
  Gannett Welsh & Kotler LLC Manager 11/07 - Present
  222 Berkley Street Administrator 11/07 - Present
  Boston, MA 02116    
 
  BNY Alcentra Group Holdings, Inc. ++ Director 10/07 - Present
 
  Ivy Asset Management Corp. Director 12/07 - Present
  One Jericho Plaza    
  Jericho, NY 11753    

C-6



Name and Position      
With Dreyfus Other Businesses Position Held Dates
 
  Urdang Capital Management, Inc. Director 10/07 - Present
  630 West Germantown Pike, Suite 300    
  Plymouth Meeting, PA 19462    
 
  Urdang Securities Management, Inc. Director 10/07 - Present
  630 West Germantown Pike, Suite 300    
  Plymouth Meeting, PA 19462    
 
  EACM Advisors LLC Manager 6/04 - Present
  200 Connecticut Avenue    
  Norwalk, CT 06854-1940    
 
  Franklin Portfolio Associates LLC* Manager 1/06 - Present
 
  The Boston Company Asset Management NY, Manager 10/07 - Present
  LLC*    
 
  The Boston Company Asset Management LLC* Manager 10/05 - Present
 
  Pareto Investment Management Limited Director 3/06 - Present
  London, England    
 
  Mellon Equity Associates, LLP+ Executive Committee 10/05 - 12/07
    Member  
 
  Standish Mellon Asset Management Company, Member, Board of 10/05 - Present
  LLC Managers  
  Mellon Financial Center    
  201 Washington Street    
  Boston, MA 02108-4408    
 
  The Boston Company Holding, LLC* Member, Board of 4/06 - Present
    Managers  
 
  The Bank of New York Mellon ***** Senior Vice President 7/08 - Present
 
 
  BNY Mellon, National Association + Senior Vice President 7/08 - Present
 
  Mellon Bank, N.A. + Senior Vice President 10/05 - 6/08
 
  Mellon Trust of New England, N. A.* Director 4/06 - 6/08
    Senior Vice President 10/05 - 6/08
 
  MAM (DE) Trust+++++ Member of Board of 1/07 - Present
    Trustees  
 
  MAM (MA) Holding Trust+++++ Member of Board of 1/07 - Present
    Trustees  
 
Bradley J. Skapyak MBSC Securities Corporation++ Executive Vice President 6/07 - Present
Chief Operating Officer      
and Director      
  The Bank of New York Mellon**** Senior Vice President 4/07 - Present
 
  The Dreyfus Family of Funds++ President 1/10 - Present
 
Dwight Jacobsen Pioneer Investments Senior Vice President 4/06 - 12/07
Executive Vice President 60 State Street    
and Director Boston, Massachusetts    

C-7



Name and Position      
With Dreyfus Other Businesses Position Held Dates
 
Patrice M. Kozlowski None    
Senior Vice President –      
Corporate      
Communications      
 
Gary Pierce The Bank of New York Mellon ***** Vice President 7/08 - Present
Controller      
 
 
  BNY Mellon, National Association + Vice President 7/08 - Present
 
  The Dreyfus Trust Company+++ Chief Financial Officer 7/05 - 6/08
    Treasurer 7/05 - 6/08
 
  Laurel Capital Advisors, LLP+ Chief Financial Officer 5/07 - Present
 
  MBSC Securities Corporation++ Director 6/07 - Present
    Chief Financial Officer 6/07 - Present
 
  Founders Asset Management, LLC**** Assistant Treasurer 7/06 - 12/09
 
  Dreyfus Consumer Credit Treasurer 7/05 - Present
  Corporation ++    
 
  Dreyfus Transfer, Inc. ++ Chief Financial Officer 7/05 - Present
 
  Dreyfus Service Treasurer 7/05 - Present
  Organization, Inc.++    
  Seven Six Seven Agency, Inc. ++ Treasurer 4/99 - Present
 
Joseph W. Connolly The Dreyfus Family of Funds++ Chief Compliance 10/04 - Present
Chief Compliance Officer   Officer  
  Laurel Capital Advisors, LLP+ Chief Compliance 4/05 - Present
    Officer  
  The Mellon Funds Trust++ Chief Compliance 10/04 - Present
    Officer  
  MBSC Securities Corporation++ Chief Compliance 6/07 – Present
    Officer  
 
Gary E. Abbs The Bank of New York Mellon+ First Vice President and 12/96 – Present
Vice President – Tax   Manager of Tax  
    Compliance  
 
  Dreyfus Service Organization++ Vice President – Tax 01/09 – Present
 
  Dreyfus Consumer Credit Corporation++ Chairman 01/09 – Present
    President 01/09 – Present
 
  MBSC Securities Corporation++ Vice President – Tax 01/09 – Present
 
Jill Gill MBSC Securities Corporation++ Vice President 6/07 – Present
Vice President –      
Human Resources      
  The Bank of New York Mellon ***** Vice President 7/08 – Present
 
  BNY Mellon, National Association + Vice President 7/08 - Present
 
  Mellon Bank N.A. + Vice President 10/06 – 6/08

C-8



Name and Position      
With Dreyfus Other Businesses Position Held Dates
 
Joanne S. Huber The Bank of New York Mellon+ State & Local 07/1/07 –
Vice President – Tax   Compliance Manager Present
 
  Dreyfus Service Organization++ Vice President – Tax 01/09 – Present
 
  Dreyfus Consumer Credit Corporation++ Vice President – Tax 01/09 – Present
 
  MBSC Securities Corporation++ Vice President – Tax 01/09 – Present
 
Anthony Mayo None    
Vice President –      
Information Systems      
 
John E. Lane A P Colorado, Inc. + Vice President – Real 8/07 - Present
Vice President   Estate and Leases  
  A P East, Inc. + Vice President– Real 8/07 - Present
    Estate and Leases  
  A P Management, Inc. + Vice President– Real 8/07 - Present
    Estate and Leases  
  A P Properties, Inc. + Vice President – Real 8/07 - Present
    Estate and Leases  
  A P Rural Land, Inc. + Vice President– Real 8/07 - 9/07
    Estate and Leases  
  Allomon Corporation+ Vice President– Real 8/07 - Present
    Estate and Leases  
  AP Residential Realty, Inc. + Vice President– Real 8/07 - Present
    Estate and Leases  
  AP Wheels, Inc. + Vice President– Real 8/07 - Present
    Estate and Leases  
  BNY Mellon, National Association + Vice President – Real 7/08 - Present
    Estate and Leases  
  Citmelex Corporation+ Vice President– Real 8/07 - Present
    Estate and Leases  
  Eagle Investment Systems LLC Vice President– Real 8/07 - Present
  65 LaSalle Road Estate and Leases  
  West Hartford, CT 06107    
  East Properties Inc. + Vice President– Real 8/07 - Present
    Estate and Leases  
  FSFC, Inc. + Vice President– Real 8/07 - Present
    Estate and Leases  
  Holiday Properties, Inc. + Vice President– Real 8/07 - Present
    Estate and Leases  
  MBC Investments Corporation+ Vice President– Real 8/07 - Present
    Estate and Leases  
  MBSC Securities Corporation++ Vice President– Real 8/07 - Present
    Estate and Leases  
  MELDEL Leasing Corporation Number 2, Inc. + Vice President– Real 7/07 - Present
    Estate and Leases  
  Mellon Bank Community Development Vice President– Real 11/07 - Present
  Corporation+ Estate and Leases  
 
  Mellon Capital Management Corporation+ Vice President– Real 8/07 - Present
    Estate and Leases  
  Mellon Financial Services Corporation #1+ Vice President– Real 8/07 - Present
    Estate and Leases  
  Mellon Financial Services Corporation #4+ Vice President – Real 7/07 - Present
    Estate and Leases  
  Mellon Funding Corporation+ Vice President– Real 12/07 - Present
    Estate and Leases  
  Mellon Holdings, LLC+ Vice President– Real 12/07 - Present
    Estate and Leases  

C-9



Name and Position      
With Dreyfus Other Businesses Position Held Dates
 
  Mellon International Leasing Company+ Vice President– Real 7/07 - Present
    Estate and Leases  
  Mellon Leasing Corporation+ Vice President– Real 7/07 - Present
    Estate and Leases  
  Mellon Private Trust Company, National Vice President– Real 8/07 - 1/08
  Association+ Estate and Leases  
 
  Mellon Securities Trust Company+ Vice President– Real 8/07 - 7/08
    Estate and Leases  
  Mellon Trust Company of Illinois+ Vice President– Real 8/07 - 07/08
    Estate and Leases  
  Mellon Trust Company of New England, N.A.+ Vice President– Real 8/07 - 6/08
    Estate and Leases  
  Mellon Trust Company of New York LLC++ Vice President– Real 8/07 - 6/08
    Estate and Leases  
  Mellon Ventures, Inc. + Vice President– Real 8/07 - Present
    Estate and Leases  
  Melnamor Corporation+ Vice President– Real 8/07 - Present
    Estate and Leases  
  MFS Leasing Corp. + Vice President– Real 7/07 - Present
    Estate and Leases  
  MMIP, LLC+ Vice President– Real 8/07 - Present
    Estate and Leases  
  Pareto New York LLC++ Vice President– Real 10/07 - Present
    Estate and Leases  
  Pontus, Inc. + Vice President– Real 7/07 - Present
    Estate and Leases  
  Promenade, Inc. + Vice President– Real 8/07 - Present
    Estate and Leases  
  RECR, Inc. + Vice President– Real 8/07 - Present
    Estate and Leases  
  SKAP #7+ Vice President– Real 8/07 - 11/07
    Estate and Leases  
  Technology Services Group, Inc.***** Senior Vice President 6/06 - Present
 
  Tennesee Processing Center LLC***** Managing Director 5/08 - Present
    Senior Vice President 4/04 - 5/08
 
  Texas AP, Inc. + Vice President– Real 8/07 - Present
    Estate and Leases  
  The Bank of New York Mellon***** Vice President – Real 7/08 - Present
    Estate and Leases  
  The Bank of New York Mellon Corporation***** Executive Vice President 8/07 - Present
 
  Trilem, Inc. + Vice President– Real 8/07 - Present
    Estate and Leases  
Jeanne M. Login A P Colorado, Inc. + Vice President– Real 8/07 - Present
Vice President   Estate and Leases  
  A P East, Inc. + Vice President– Real 8/07 - Present
    Estate and Leases  
  A P Management, Inc. + Vice President– Real 8/07 - Present
    Estate and Leases  
  A P Properties, Inc. + Vice President – Real 8/07 - Present
    Estate and Leases  
  A P Rural Land, Inc. + Vice President– Real 8/07 - 9/07
    Estate and Leases  
  Allomon Corporation+ Vice President– Real 8/07 - Present
    Estate and Leases  
  AP Residential Realty, Inc. + Vice President– Real 8/07 - Present
    Estate and Leases  

C-10



Name and Position      
With Dreyfus Other Businesses Position Held Dates
 
  AP Wheels, Inc. + Vice President– Real 8/07 - Present
    Estate and Leases  
  APT Holdings Corporation+ Vice President– Real 8/07 - Present
    Estate and Leases  
  BNY Investment Management Services LLC++++ Vice President– Real 1/01 - Present
    Estate and Leases  
  BNY Mellon, National Association + Vice President – Real 7/08 - Present
    Estate and Leases  
  Citmelex Corporation+ Vice President– Real 8/07 - Present
    Estate and Leases  
  Eagle Investment Systems LLC+ Vice President– Real 8/07 - Present
    Estate and Leases  
  East Properties Inc. + Vice President– Real 8/07 - Present
    Estate and Leases  
  FSFC, Inc. + Vice President– Real 8/07 - Present
    Estate and Leases  
  Holiday Properties, Inc. + Vice President– Real 8/07 - Present
    Estate and Leases  
  MBC Investments Corporation+ Vice President– Real 8/07 - Present
    Estate and Leases  
  MBSC Securities Corporation++ Vice President– Real 8/07 - Present
    Estate and Leases  
  MELDEL Leasing Corporation Number 2, Inc. + Vice President– Real 7/07 - Present
    Estate and Leases  
  Mellon Bank Community Development Vice President – Real 11/07 - Present
  Corporation+ Estate and Leases  
 
  Mellon Capital Management Corporation+ Vice President– Real 8/07 - Present
    Estate and Leases  
  Mellon Financial Services Corporation #1+ Vice President– Real 8/07 - Present
    Estate and Leases  
  Mellon Financial Services Corporation #4+ Vice President – Real 7/07 - Present
    Estate and Leases  
  Mellon Funding Corporation+ Vice President – Real 12/07 - Present
    Estate and Leases  
  Mellon Holdings LLC+ Vice President – Real 12/07 - Present
    Estate and Leases  
  Mellon International Leasing Company+ Vice President– Real 7/07 - Present
    Estate and Leases  
  Mellon Leasing Corporation+ Vice President– Real 7/07 - Present
    Estate and Leases  
  Mellon Private Trust Company, National Vice President – Real 8/07 - 1/08
  Association+ Estate and Leases  
 
  Mellon Securities Trust Company+ Vice President – Real 8/07 - 7/08
    Estate and Leases  
  Mellon Trust of New England, N.A. * Vice President – Real 8/07 - 6/08
    Estate and Leases  
  Mellon Trust Company of Illinois+ Vice President– Real 8/07 - 7/08
    Estate and Leases  
  MFS Leasing Corp. + Vice President– Real 7/07 - Present
    Estate and Leases  
  MMIP, LLC+ Vice President– Real 8/07 - Present
    Estate and Leases  
  Pontus, Inc. + Vice President– Real 7/07 - Present
    Estate and Leases  
  Promenade, Inc. + Vice President – Real 8/07 - Present
    Estate and Leases  
  RECR, Inc. + Vice President – Real 8/07 - Present
    Estate and Leases  

C-11



Name and Position      
With Dreyfus Other Businesses Position Held Dates
 
  SKAP #7+ Vice President – Real 8/07 - 11/07
    Estate and Leases  
  Tennesee Processing Center LLC***** Managing Director 5/08 - Present
    Senior Vice President 4/04 - 5/08
 
  Texas AP, Inc. + Vice President – Real 8/07 - Present
    Estate and Leases  
  The Bank of New York Mellon***** Vice President – Real 7/08 - Present
    Estate and Leases  
  Trilem, Inc. + Vice President – Real 8/07 - Present
    Estate and Leases  
 
James Bitetto The Dreyfus Family of Funds* Vice President and 8/05 - Present
Secretary   Assistant Secretary  
 
  MBSC Securities Corporation++ Assistant Secretary 6/07 - Present
 
  Dreyfus Service Organization, Inc.++ Secretary 8/05 - Present
 
  The Dreyfus Consumer Credit Corporation++ Vice President 2/02 - Present
 
  Founders Asset Management LLC**** Assistant Secretary 3/09 - 12/09

* The address of the business so indicated is One Boston Place, Boston, Massachusetts, 02108.
** The address of the business so indicated is One Bush Street, Suite 450, San Francisco, California 94104.
*** The address of the business so indicated is 50 Fremont Street, Suite 3900, San Francisco, California 94104.
**** The address of the business so indicated is 210 University Blvd., Suite 800, Denver, Colorado 80206.
***** The address of the business so indicated is One Wall Street, New York, New York 10286.
+ The address of the business so indicated is One Mellon Bank Center, Pittsburgh, Pennsylvania 15258.
++ The address of the business so indicated is 200 Park Avenue, New York, New York 10166.
+++ The address of the business so indicated is 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144.
++++ The address of the business so indicated is White Clay Center, Route 273, Newark, Delaware 19711.
+++++ The address of the business so indicated is 4005 Kennett Pike, Greenville, DE 19804.

C-12



Item 27. Principal Underwriters

     (a) Other investment companies for which Registrant's principal underwriter (exclusive distributor) acts as principal underwriter or exclusive distributor:

1.     

Advantage Funds, Inc.

2.     

BNY Mellon Funds Trust

3.     

CitizensSelect Funds

4.     

Dreyfus Appreciation Fund, Inc.

5.     

Dreyfus BASIC Money Market Fund, Inc.

6.     

Dreyfus BASIC U.S. Government Money Market Fund

7.     

Dreyfus BASIC U.S. Mortgage Securities Fund

8.     

Dreyfus Bond Funds, Inc.

9.     

Dreyfus Cash Management

10.     

Dreyfus Cash Management Plus, Inc.

11.     

Dreyfus Connecticut Municipal Money Market Fund, Inc.

12.     

Dreyfus Dynamic Alternatives Fund, Inc.

13.     

Dreyfus Funds, Inc.

14.     

The Dreyfus Fund Incorporated

15.     

Dreyfus Government Cash Management Funds

16.     

Dreyfus Growth and Income Fund, Inc.

17.     

Dreyfus Index Funds, Inc.

18.     

Dreyfus Institutional Cash Advantage Funds

19.     

Dreyfus Institutional Money Market Fund

20.     

Dreyfus Institutional Preferred Money Market Funds

21.     

Dreyfus Institutional Reserves Funds

22.     

Dreyfus Intermediate Municipal Bond Fund, Inc.

23.     

Dreyfus International Funds, Inc.

24.     

Dreyfus Investment Funds

25.     

Dreyfus Investment Grade Funds, Inc.

26.     

Dreyfus Investment Portfolios

27.     

The Dreyfus/Laurel Funds, Inc.

28.     

The Dreyfus/Laurel Funds Trust

29.     

The Dreyfus/Laurel Tax-Free Municipal Funds

30.     

Dreyfus LifeTime Portfolios, Inc.

31.     

Dreyfus Liquid Assets, Inc.

32.     

Dreyfus Manager Funds I

33.     

Dreyfus Manager Funds II

34.     

Dreyfus Massachusetts Municipal Money Market Fund

35.     

Dreyfus Midcap Index Fund, Inc.

36.     

Dreyfus Money Market Instruments, Inc.

37.     

Dreyfus Municipal Bond Opportunity Fund

38.     

Dreyfus Municipal Cash Management Plus

39.     

Dreyfus Municipal Funds, Inc.

40.     

Dreyfus Municipal Money Market Fund, Inc.

41.     

Dreyfus New Jersey Municipal Bond Fund, Inc.

42.     

Dreyfus New York AMT-Free Municipal Bond Fund

43.     

Dreyfus New York AMT-Free Municipal Money Market Fund

44.     

Dreyfus New York Municipal Cash Management

45.     

Dreyfus New York Tax Exempt Bond Fund, Inc.

C-14



 

46.     

Dreyfus Opportunity Funds

47.     

Dreyfus Pennsylvania Municipal Money Market Fund

48.     

Dreyfus Premier California AMT-Free Municipal Bond Fund, Inc.

49.     

Dreyfus Premier GNMA Fund, Inc.

50.     

Dreyfus Premier Investment Funds, Inc.

51.     

Dreyfus Premier Short-Intermediate Municipal Bond Fund

52.     

Dreyfus Premier Worldwide Growth Fund, Inc.

53.     

Dreyfus Research Growth Fund, Inc.

54.     

Dreyfus State Municipal Bond Funds

55.     

Dreyfus Stock Funds

56.     

Dreyfus Short-Intermediate Government Fund

57.     

The Dreyfus Socially Responsible Growth Fund, Inc.

58.     

Dreyfus Stock Index Fund, Inc.

59.     

Dreyfus Tax Exempt Cash Management Funds

60.     

The Dreyfus Third Century Fund, Inc.

61.     

Dreyfus Treasury & Agency Cash Management

62.     

Dreyfus Treasury Prime Cash Management

63.     

Dreyfus U.S. Treasury Intermediate Term Fund

64.     

Dreyfus U.S. Treasury Long Term Fund

65.     

Dreyfus 100% U.S. Treasury Money Market Fund

66.     

Dreyfus Variable Investment Fund

67.     

Dreyfus Worldwide Dollar Money Market Fund, Inc.

68.     

General California Municipal Money Market Fund

69.     

General Government Securities Money Market Funds, Inc.

70.     

General Money Market Fund, Inc.

71.     

General Municipal Money Market Funds, Inc.

72.     

General New York Municipal Money Market Fund

73.     

Strategic Funds, Inc.



(b)    
Name and principal   Positions and Offices
Business address Positions and offices with the Distributor with Registrant
 
Jon R. Baum* Chief Executive Officer and Chairman of the Board None
Ken Bradle** President and Director None
Robert G. Capone**** Executive Vice President and Director None
J. Charles Cardona* Executive Vice President and Director None
Sue Ann Cormack** Executive Vice President None
John M. Donaghey*** Executive Vice President and Director None
Dwight D. Jacobsen* Executive Vice President and Director None
Mark A. Keleher***** Executive Vice President None
James D. Kohley*** Executive Vice President None
Jeffrey D. Landau* Executive Vice President and Director None
William H. Maresca* Executive Vice President and Director None
Timothy M. McCormick* Executive Vice President None
David K. Mossman*** Executive Vice President None
Irene Papadoulis** Executive Vice President None
Matthew Perrone** Executive Vice President None
Noreen Ross* Executive Vice President None
Bradley J. Skapyak* Executive Vice President President
Gary Pierce* Chief Financial Officer and Director None
Tracy Hopkins* Senior Vice President None
Denise B. Kneeland**** Senior Vice President None
Mary T. Lomasney**** Senior Vice President None
Barbara A. McCann**** Senior Vice President None
Kevin L. O’Shea*** Senior Vice President None
Christine Carr Smith***** Senior Vice President None
Ronald Jamison* Chief Legal Officer and Secretary None
Joseph W. Connolly* Chief Compliance Officer (Investment Advisory Business) Chief Compliance Officer
Stephen Storen* Chief Compliance Officer None
Maria Georgopoulos* Vice President – Facilities Management None
Stewart Rosen* Vice President – Facilities Management None
William Germenis* Vice President – Compliance and Anti-Money Laundering Anti-Money Laundering
  Officer Compliance Officer
Natalia Gribas* Compliance - Anti-Money Laundering Officer None
Karin L. Waldmann* Privacy Officer None
Gary E. Abbs*** Vice President - Tax None
Timothy I. Barrett** Vice President None
Gina DiChiara* Vice President None
Jill Gill* Vice President None
Joanne S. Huber*** Vice President - Tax None
John E. Lane****** Vice President – Real Estate and Leases None
Jeanne M. Login****** Vice President – Real Estate and Leases None
Donna M. Impagliazzo** Vice President – Compliance None
Edward A. Markward* Vice President – Compliance None
Anthony Nunez* Vice President – Finance None
William Schalda* Vice President None
John Shea* Vice President – Finance None
Christopher A. Stallone** Vice President None
Susan Verbil* Vice President – Finance None
William Verity* Vice President – Finance None
James Windels* Vice President Treasurer

C-16



(b)    
Name and principal   Positions and Offices
Business address Positions and offices with the Distributor with Registrant
 
James Bitetto* Assistant Secretary Vice President and
    Assistant Secretary
James D. Muir* Assistant Secretary None

*     

Principal business address is 200 Park Avenue, New York, NY 10166.

**     

Principal business address is 144 Glenn Curtiss Blvd., Uniondale, NY 11556-0144.

***     

Principal business address is One Mellon Bank Center, Pittsburgh, PA 15258.

****     

Principal business address is One Boston Place, Boston, MA 02108.

*****     

Principal business address is 50 Fremont Street, Suite 3900, San Francisco, CA 94104.

******     

Principal business address is 101 Barclay Street, New York 10286.

C-17


Item 28.    Location of Accounts and Records 

1.    The Bank of New York Mellon 
    One Wall Street 
    New York, New York 10286 
 
2.    DST Systems, Inc. 
    1055 Broadway 
Kansas City, MO 64105
 
3.    The Dreyfus Corporation 
    200 Park Avenue 
    New York, New York 10166 

Item 29.    Management Services 

Not Applicable

Item 30.    Undertakings 

None

C-18



SIGNATURES

     Pursuant to the requirements of theS ecurities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the  requirements for effectiveness of this Amendment to the Registration Statement pursuant to Rule 485(b)under the Securities Act of 1933 and has duly caused this Amendment to the Registration Statement to besigned on its behalf by the undersigned, there untoduly authorized,in the City of New York, and State of New York on the 30th of March,2010.

DREYFUS NEW JERSEY MUNICIPAL MONEY MARKET FUND, INC.
 
 
BY: /s/Bradley J. Skapyak*
Bradley J. Skapyak, PRESIDENT

     Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following persons in the capacities and onthedateindicated.

Signatures Title Date
/s/Bradley J. Skapyak* President 03/30/10
 Bradley J. Skapyak (Principal Executive Officer)  
 
/s/James Windels* Treasurer  
 James Windels (Principal Financial and Accounting Officer) 03/30/10
 
/s/Joseph S. DiMartino* Chairman of the Board 03/30/10
Joseph S. DiMartino    
 
/s/David W. Burke* Board Member 03/30/10
David W. Burke    
 
/s/William Hodding Carter III* Board Member 03/30/10
William Hodding Carter III    
 
/s/Gordon J. Davis* Board Member 03/30/10
Gordon J. Davis    
 
/s/Joni Evans* Board Member 03/30/10
Joni Evans    
 
/s/Ehud Houminer* Board Member 03/30/10
Ehud Houminer    
 
/s/Richard C. Leone* Board Member 03/30/10
Richard C. Leone*



 
/s/Hans C. Mautner*                 Board Member 03/30/10
Hans C. Mautner    
 
/s/Robin A. Melvin* Board Member 03/30/10
Robin A. Melvin    
 
/s/Burton N. Wallack* Board Member 03/30/10
Burton N. Wallack    
 
/s/John E. Zuccotti* Board Member 03/30/10
John E. Zuccotti    

*BY: /s/John B. Hammalian
  John B. Hammalian,
  Attorney-in-Fact



INDEX OF EXHIBITS

Item 23.

(j) Consent of Independent Registered Public Accounting Firm.

(p)(i) Code of Ethics for the Non-management Board Members of the Dreyfus Family of Funds

Other Exhibits

(b) Certificate of Assistant Secretary