DEF 14A 1 dreyfus-def14a_080406.htm DEF 14A

SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

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Preliminary Proxy Statement
Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to Rule 14a-12

Dreyfus Bond Funds, Inc.
Dreyfus California Tax Exempt Money Market Fund
Dreyfus Connecticut Municipal Money Market Fund, Inc.
Dreyfus GNMA Fund, Inc.
Dreyfus Insured Municipal Bond Fund, Inc.
Dreyfus Intermediate Municipal Bond Fund, Inc.
Dreyfus Massachusetts Municipal Money Market Fund
Dreyfus Municipal Funds, Inc.
Dreyfus Municipal Money Market Fund, Inc.
Dreyfus New Jersey Municipal Money Market Fund, Inc.
Dreyfus New York Tax Exempt Bond Fund, Inc.
Dreyfus New York Tax Exempt Intermediate Bond Fund
Dreyfus New York Tax Exempt Money Market Fund
Dreyfus Pennsylvania Municipal Money Market Fund
Dreyfus Premier California Tax Exempt Bond Fund, Inc.
Dreyfus Premier Stock Funds
Strategic Funds, Inc.

(Name of Registrants as Specified in Their Charters)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):_________________________

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Fee previously paid with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

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The Dreyfus Family of Funds
200 Park Avenue
New York, New York 10166

Dear Stockholder:

Your Dreyfus fund(s) and certain other funds in The Dreyfus Family of Funds will hold special stockholder meetings on September 20, 2006. Stockholders of each of these funds will be asked to elect Board members of their funds. The nominees are current Board members of some or all of these funds. The election of additional Board members to your fund is being proposed primarily so as to consolidate the Boards of these funds. The enclosed proxy statement describes the nominees’ qualifications and each of their respective current roles overseeing funds in The Dreyfus Family of Funds. Please take the time to read the enclosed materials.

Since the proposal to elect Board members is common to these funds, we have combined the proxy statement to save on fund expenses. If you own shares of more than one of these Dreyfus funds, the combined proxy statement also may save you the time of reading more than one document before you vote. If you own shares of more than one of these Dreyfus funds on the record date for the meeting, please note that each fund has a separate proxy card. You should vote one for each fund in which you own shares.

Remember, your vote is extremely important, no matter how large or small your fund holdings. By voting promptly, you can help avoid additional costs that are incurred with follow-up letters and calls.

To vote, you may use any of the following methods:

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By Mail. Please complete, date and sign the enclosed proxy card for each fund in which you own shares and mail it in the enclosed, postage-paid envelope.

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By Internet. Have your proxy card(s) available. Go to the website listed on the proxy card. Enter your control number from your proxy card. Follow the instructions on the website.

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By Telephone. Have your proxy card(s) available. Call the toll-free number listed on the proxy card. Enter your control number from your proxy card. Follow the recorded instructions.

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In Person. Any shareholder who attends the meeting in person may vote by ballot at the meeting.

We encourage you to vote through the Internet or by telephone using the number that appears on your proxy card(s). These voting methods will save the funds money because they would not have to pay for return-mail postage. If you later decide to attend the meeting, you may revoke your proxy and vote your shares in person at the meeting. Whichever voting method you choose, please take the time to read the full text of the proxy statement before you vote.

Your vote is very important to us. If you have any questions before you vote, please call one of the Dreyfus service representatives at 1-800-645-6561. Thank you for your response and for your continued investment with The Dreyfus Family of Funds.

Sincerely,

Stephen E. Canter
President

_______________________________

Notice of Special Meetings of Stockholders
To Be Held on September 20, 2006

_______________________________

To the Stockholders:

Special Meetings of Stockholders of each of the funds in The Dreyfus Family of Funds listed above (each, a "Fund" and, collectively, the "Funds")^* will be held at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor, New York, New York 10166, on September 20, 2006 at the time set forth on Schedule 1 to the Proxy Statement, for the following purposes:

1. To elect Board members to hold office until their successors are duly elected and qualified.

2. To transact such other business as may properly come before the meeting, or any adjournment or adjournments thereof.

Dreyfus Bond Funds, Inc., Dreyfus Municipal Funds, Inc., Dreyfus Premier Stock Funds, and Strategic Funds, Inc. are "series" investment companies comprised of separate portfolios, each of which may be deemed a Fund, as applicable, in the Proxy Statement. For a list of the series, see Schedule 1 to the Proxy Statement.

Stockholders of record at the close of business on July 18, 2006 will be entitled to receive notice of and to vote at the meeting.

By Order of the Boards
Michael A. Rosenberg
Secretary

New York, New York
August 2, 2006

WE NEED YOUR PROXY VOTE. A STOCKHOLDER MAY THINK HIS OR HER VOTE IS NOT IMPORTANT, BUT IT IS VITAL. BY LAW, THE MEETING OF STOCKHOLDERS OF A FUND WILL HAVE TO BE ADJOURNED WITHOUT CONDUCTING ANY BUSINESS IF LESS THAN A QUORUM IS REPRESENTED. IN THAT EVENT, THE AFFECTED FUND WOULD CONTINUE TO SOLICIT VOTES IN AN ATTEMPT TO ACHIEVE A QUORUM. CLEARLY, YOUR VOTE COULD BE CRITICAL TO ENABLE THE FUND TO HOLD THE MEETING AS SCHEDULED, SO PLEASE RETURN YOUR PROXY CARD(S) OR OTHERWISE VOTE PROMPTLY. YOU AND ALL OTHER STOCKHOLDERS WILL BENEFIT FROM YOUR COOPERATION.

COMBINED PROXY STATEMENT

Special Meetings of Stockholders
to be held on September 20, 2006

This Proxy Statement is furnished in connection with a solicitation of proxies by each of the respective Boards of Dreyfus Bond Funds, Inc. ("DBF"), Dreyfus California Tax Exempt Money Market Fund ("DCAMMF"), Dreyfus Connecticut Municipal Money Market Fund, Inc. ("DCTMMF"), Dreyfus GNMA Fund, Inc. ("DGNMAF"), Dreyfus Insured Municipal Bond Fund, Inc. ("DINMBF"), Dreyfus Intermediate Municipal Bond Fund, Inc. ("DIMBF"), Dreyfus Massachusetts Municipal Money Market Fund ("DMAMMF"), Dreyfus Municipal Funds, Inc. ("DMF"), Dreyfus Municipal Money Market Fund, Inc. ("DMMMF"), Dreyfus New Jersey Municipal Money Market Fund, Inc. ("DNJMMF"), Dreyfus New York Tax Exempt Bond Fund, Inc. ("DNYBF"), Dreyfus New York Tax Exempt Intermediate Bond Fund ("DNYIBF"), Dreyfus New York Tax Exempt Money Market Fund ("DNYMMF"), Dreyfus Pennsylvania Municipal Money Market Fund ("DPAMMF"), Dreyfus Premier California Tax Exempt Bond Fund, Inc. ("DPCABF"), Dreyfus Premier Stock Funds ("DPSF"), and Strategic Funds, Inc. ("SF") (each, a "Fund" and, collectively, the "Funds") to be used at the Special Meeting of Stockholders (the "Meeting") of each Fund to be held on September 20, 2006 at the time set forth on Schedule 1 to this Proxy Statement, at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor, New York, New York 10166, for the purposes set forth in such Notice. Stockholders of record at the close of business on July 18, 2006 are entitled to receive notice of and to vote at the Meeting. Stockholders are entitled to one vote for each Fund share held and fractional votes for each fractional Fund share held. Stockholders can vote only on matters affecting the Fund(s) of which they are stockholders. Shares represented by executed and unrevoked proxies will be voted in accordance with the specifications made thereon. If any enclosed form of proxy is executed and returned, it nevertheless may be revoked by another proxy, by calling the toll-free telephone number, through the Internet or by letter or telegram directed to the relevant Fund, which must indicate the stockholder’s name and account number. To be effective, such revocation must be received before the Meeting. In addition, any stockholder who attends the Meeting in person may vote by ballot at the Meeting, thereby canceling any proxy previously given.

Stockholders of each Fund will vote as a single class (which includes all series of a Fund) and will vote separately from the stockholders of each other Fund on the election of Board members. It is essential that stockholders who own shares in more than one Fund complete, date, sign and return each proxy card they receive.

Information as to the number of shares outstanding and share ownership for each Fund is set forth on Schedule 2 to this Proxy Statement.

The principal executive offices of each Fund are located at 200 Park Avenue, New York, New York 10166. Copies of each Fund’s most recent Annual and Semi-Annual Reports are available upon request, without charge, by writing to the Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144, or by calling toll-free 1-800-645-6561.

PROPOSAL: ELECTION OF BOARD MEMBERS

It is proposed that stockholders of each Fund consider the election of the individuals listed below (the "Nominees") as Board members of their Fund as indicated. The Nominees were selected and nominated by those members of the present Boards of the relevant Funds who are not "interested persons" of the Funds ("Independent Board members"), as defined in the Investment Company Act of 1940, as amended (the "1940 Act"). The Nominees currently serve as Board members of some or all of the Funds. Some Board members of certain Funds (Joseph S. DiMartino with respect to each Fund and David W. Burke with respect to each Fund except DMF) were previously elected by shareholders and need not be re-elected to the Board of those Funds. The election of additional Board members to the Boards of Funds is being proposed primarily so as to consolidate the Boards of the Funds. Consolidating the Boards of the Funds may provide certain administrative efficiencies and potential future cost savings for the Funds. Each Nominee has consented to being named in this Proxy Statement and has agreed to serve as a Board member of the indicated Funds if elected. With respect to DBF, DCAMMF, DINMBF, DMMMF, DPSF and SF, the Nominees for election as Board members of these Funds are: Gordon J. Davis, Joni Evans, Arnold S. Hiatt and Burton N. Wallack. With respect to DCTMMF, DGNMAF, DIMBF, DMAMMF, DMF, DNJMMF, DNYBF, DNYIBF, DNYMMF, DPAMMF and DPCABF, the Nominees for election as Board members of these Funds are: David W. Burke (DMF only), William Hodding Carter III, Ehud Houminer, Richard C. Leone, Hans C. Mautner, Robin A. Melvin and John E. Zuccotti.

The persons named as proxies on the enclosed proxy card(s) will vote for the election of the Nominees unless authority to vote for any or all of the Nominees is withheld in the proxy. Each Nominee elected will serve as an Independent Board member of the respective Fund commencing, subject to the discretion of the Board, on or about January 1, 2007 (other than those Nominees who are current Independent Board members of such Fund) and until his or her successor is duly elected and qualified. It is not contemplated that any Nominee will be unable to serve as a Board member for any reason, but if that should occur prior to the Meeting, the proxy holders will vote for such other nominee or nominees as the Funds’ Independent Board members may recommend. Independent board members of investment companies play a critical role in overseeing fund operations and policing potential conflicts of interest between the fund and its investment adviser and other service providers. The following tables present information about the current Board members and Nominees, including their principal occupations and other board memberships and affiliations and when they first became a Board member of a Fund of which they are currently a Board member. The address of each Board member and Nominee is c/o The Dreyfus Corporation, 200 Park Avenue, 8th Floor, New York, New York 10166. Information about each Board member’s and Nominee’s ownership of shares of the Funds and other relevant information, including information about the Funds’ officers, is set forth on Exhibit A to this Proxy Statement.

Name (Age) of Board Member or
Nominee
Position with Funds (Since)

Principal Occupation
During Past 5 Years

Other Board Memberships and Affiliations

David W. Burke (70)
Board Member
    DBF (1994)
    DCAMMF (1994)
    DCTMMF (1994)
    DGNMAF (1994)
    DINMBF (1994)
    DIMBF (1994)
    DMAMMF (1994)
    DMF (1994)
    DMMMF (1994)
    DNJMMF (1994)
    DNYBF (1994)
    DNYIBF (1994)
    DNYMMF (1994)
    DPAMMF (1994)
    DPCABF (1994)
    DPSF (2003)
    SF (1994)

Corporate Director and Trustee

John F. Kennedy Library Foundation, Director
U.S.S. Constitution Museum, Director
Board member of 51 funds (52 if elected at
the Meeting) in The Dreyfus Family of Funds
(77 portfolios and 82 if elected at the Meeting)

William Hodding Carter III (71)
Board Member
    DBF (1988)
    DCAMMF (1988)
    DINMBF (1988)
    DMMMF (1988)
    DPSF (2003)
    SF (1988)

Professor of Leadership and
  Public Policy, University of
  North Carolina, Chapel Hill
  (January 1, 2006-Present)
President and Chief Executive
  Officer of the John S. and
  James L. Knight Foundation
  (1998-2005)

The Century Foundation, Director Emeritus
The Enterprise Corporation of the Delta, Director
Board member of 8 funds (19 if elected at
the Meeting) in The Dreyfus Family of Funds
(12 portfolios and 27 if elected at the Meeting)

Gordon J. Davis (64)
Board Member
   DCTMMF (1995)
   DGNMAF (1995)
   DIMBF (1995)
   DMAMMF (1995)
   DMF (1995)
   DNJMMF (1995)
   DNYBF (1995)
   DNYIBF (1995)
   DNYMMF (1995)
   DPAMMF (1995)
   DPCABF (1995)

Partner in the law firm of
LeBoeuf, Lamb, Greene &
MacRae, LLP
President, Lincoln Center for the
Performing Arts, Inc. (2001)

Consolidated Edison, Inc., a utility company,
  Director
Phoenix Companies, Inc., a life insurance
  company, Director
Board Member/Trustee for several not-for-profit
  groups
Board member of 19 funds (27 if elected at
  the Meeting) in The Dreyfus Family of Funds
  (24 portfolios and 36 if elected at the Meeting)

Joseph S. DiMartino (62)
Chairman of the Board
   DBF (1995)
   DCAMMF (1995)
   DCTMMF (1995)
   DGNMAF (1995)
   DINMBF (1995)
   DIMBF (1995)
   DMAMMF (1995)
   DMF (1995)
   DMMMF (1995)
   DNJMMF (1995)
   DNYBF (1995)
   DNYIBF (1995)
   DNYMMF (1995)
   DPAMMF (1995)
   DPCABF (1995)
   DPSF (2003)
   SF (1995)

Corporate Director and Trustee

The Muscular Dystrophy Association, Director
Levcor International, Inc., an apparel fabric
  processor, Director
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 Sunair Services Corporation, engages in the
  design, manufacture and sale of high frequency
  systems for long-range voice and data
  communications, as well as provides certain
  outdoor-related services to homes and
  businesses, Director
Board member of 90 funds in The Dreyfus Family
  of Funds before and after the Meeting (189
  portfolios, before and after the Meeting)

Joni Evans (64)
Board Member
   DCTMMF (1990)
   DGNMAF (1985)
   DIMBF (1983)
   DMAMMF (1991)
   DMF (1991)
   DNJMMF (1988)
   DNYBF (1983)
   DNYIBF (1987)
   DNYMMF (1987)
   DPAMMF (1990)
   DPCABF (1983)

Principal, Joni Evans Ltd.
Senior Vice President of the
William Morris Agency
(1993-2005)

Board member of 11 funds (19 if elected at
the Meeting) in The Dreyfus Family of Funds
(15 portfolios and 27 if elected at the Meeting)

Arnold S. Hiatt (79)
Board Member
   DCTMMF (1990)
   DGNMAF (1985)
   DIMBF (1983)
   DMAMMF (1991)
   DMF (1991)
   DNJMMF (1988)
   DNYBF (1983)
   DNYIBF (1987)
   DNYMMF (1987)
   DPAMMF (1990)
   DPCABF (1983)

Chairman of the Stride Rite
Charitable Foundation

Isabella Stewart Gardner Museum, Trustee
John Merck Fund, a charitable trust, Trustee
Business for Social Responsibility, Director
The A.M. Fund, Trustee
Board member of 11 funds (19 if elected at
the Meeting) in The Dreyfus Family of Funds
(15 portfolios and 27 if elected at the Meeting)

Ehud Houminer (65)
Board Member
   DBF (1994)
   DCAMMF (1996)
   DINMBF (1994)
   DMMMF (1994)
   DPSF (2003)
    SF (1996)

Executive-in-Residence at the
Columbia Business School,
Columbia University

Avnet Inc., an electronics distributor, Director
International Advisory Board to the MBA Program
  School of Management, Ben Gurion University,
  Chairman
  Explore Charter School, Brooklyn, NY, Chairman
Board member of 22 funds (33 if elected at the
  Meeting) in The Dreyfus Family of Funds (60
  portfolios and 75 if elected at the Meeting)

Richard C. Leone (66)
Board Member
   DBF (1976)
   DCAMMF (1976)
   DINMBF (1985)
   DMMMF (1980)
   DPSF (2003)
    SF (1984)

President of the Century
  Foundation (formerly, The
  Twentieth Century Fund,
  Inc.), a tax exempt research
  foundation engaged in the
  study of economic, foreign
  policy and domestic issues

The American Prospect, Director
Center for American Progress, Director
Board member of 8 funds (19 if elected at the
Meeting) in The Dreyfus Family of Funds (12
portfolios and 27 if elected at the Meeting)

Hans C. Mautner (68)
Board Member
DBF (1978)
DCAMMF (1978)
DINMBF (1985)
DMMMF (1980)
DPSF (2003)
SF (1984)

President — International
  Division and an Advisory
  Director of Simon Property
  Group, a real estate
  investment company
  (1998-present)
Director and Vice Chairman of
  Simon Property Group (1998-
  2003)
Chairman and Chief Executive
  Officer of Simon Global
  Limited (1999-present)

Capital and Regional PLC, a British co-investing
  real estate asset manager, Director
Member — Board of Managers of:
  Mezzacappa Long/Short Fund LLC
Board member of 8 funds (19 if elected at the
  Meeting) in The Dreyfus Family of Funds (12
  portfolios and 27 if elected at the Meeting)

Robin A. Melvin (42)
Board Member
    DBF (1995)
    DCAMMF (1995)
    DINMBF (1995)
    DMMMF (1995)
    DPSF (2003)
    SF (1995)

Director, Boisi Family
  foundation, a private family
  foundation that supports
  youth-serving organizations
  that promote the self
  sufficiency of youth from
  disadvantaged circumstances

Board member of 8 funds (19 if elected at the
Meeting) in The Dreyfus Family of Funds (12
portfolios and 27 if elected at the Meeting)

Burton N. Wallack (55)
Board Member
    DCTMMF (1991)
    DGNMAF (1991)
    DIMBF (1991)
    DMAMMF (1991)
    DMF (1991)
    DNJMMF (1991)
    DNYBF (1991)
    DNYIBF (1991)
    DNYMMF (1991)
    DPAMMF (1991)
    DPCABF (1991)

President and co-owner of
  Wallack Management
  Company, a real estate
   management company

Board member of 11 funds (19 if elected at the
Meeting) in The Dreyfus Family of Funds (15
portfolios and 27 if elected at the Meeting)

John E. Zuccotti (69)
Board Member
   DBF (1984)
   DCAMMF (1984)
   DINMBF (1985)
   DMMMF (1980)
   DPSF (2003)
   SF (1984)

Chairman of Brookfield
  Financial Properties, Inc.
Senior Counsel of Weil, Gotshal
  & Manges, LLP
Chairman of the Real Estate
  Board of New York

Emigrant Savings Bank, Director
Wellpoint, Inc., Director
Visiting Nurse Service of New York, Director
Columbia University, Trustee
Doris Duke Charitable Foundation, Trustee
Board member of 8 funds (19 if elected at the
Meeting) in The Dreyfus Family of Funds (12
portfolios and 27 if elected at the Meeting)

Each Fund typically pays its Board members its allocated portion of an annual retainer and a fee per meeting attended for the Fund and other funds in The Dreyfus Family of Funds, and reimburses them for their expenses. The Chairman of the Board receives an additional 25% of such compensation. Emeritus Board members of a Fund are entitled to receive an annual retainer and a per meeting attended fee of one-half the amount paid to them as Board members. For information on the amount of compensation paid to each current Board member by a Fund for the Fund’s last fiscal year, and paid by all funds in The Dreyfus Family of Funds for which such person was a Board member for the year ended December 31, 2005, see Exhibit A to this Proxy Statement.

Each Fund has a standing audit, nominating and compensation committee, each of which is comprised of the Fund’s Independent Board members. For information on the number of committee meetings held during a Fund’s last fiscal year, see Exhibit A to this Proxy Statement.

The function of each Fund’s audit committee (the "Audit Committee") is to (i) oversee the Fund’s accounting and financial reporting processes and the audits of the Fund’s financial statements and (ii) 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.

Each Fund’s nominating committee is composed entirely of the Fund’s Independent Board members and is responsible for selecting and nominating persons as members of the Board for election or appointment by the Board and for election by stockholders. In evaluating potential nominees, including any nominees recommended by stockholders, 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. A copy of the Funds’ nominating committee charter is set forth in Exhibit B to this Proxy Statement.

The function of the compensation committee is to establish the appropriate compensation for serving on the Board. Each Fund also has a standing pricing/evaluation committee comprised of any one Board member. The function of the pricing/evaluation committee is to assist in valuing the Fund’s investments.

Required Vote

For each Fund, the election of a Nominee requires the affirmative vote of a plurality of votes cast at the Meeting for the election of Board members of the Fund.

ADDITIONAL INFORMATION

Selection of Independent Registered Public Accounting Firm

The 1940 Act requires that each Fund’s independent registered public accounting firm (the "independent auditors") be selected by a majority of the Independent Board members of the Fund. One of the purposes of each Fund’s Audit Committee is to recommend to the Fund’s Board the selection, retention or termination of independent auditors for the Fund. The Audit Committee of DPSF recommended, and the Fund’s Board, including a majority of its Independent Board members, approved, the selection of PricewaterhouseCoopers LLP ("PWC"), and each other Fund’s Audit Committee recommended, and each such Fund’s Board, including a majority of its Independent Board members, approved the selection of Ernst & Young LLP ("Ernst & Young"), as such Fund’s independent auditors for the Fund’s current fiscal year. Representatives of Ernst & Young and PWC are expected to be present at the Meeting and will have an opportunity to make a statement (if the representatives so desire) and to respond to appropriate questions. After reviewing the relevant Fund’s audited financial statements for the Fund’s most recently completed fiscal year, each Fund’s Audit Committee recommended to the Fund’s Board that such statements be included in the Fund’s Annual Report to Stockholders.

Information regarding the audit and related fees that the independent auditors charged the Funds is set forth in Exhibit A.

The Audit Committee for each Fund considered the compatibility of any non-audit services with the independence of PWC or Ernst & Young LLP, as the case may be.

Investment Adviser, Distributor and Transfer Agent

Dreyfus, located at 200 Park Avenue, New York, New York 10166, serves as each Fund’s investment adviser.

Dreyfus Service Corporation, a wholly-owned subsidiary of Dreyfus with principal offices at 200 Park Avenue, New York, New York 10166, serves as each Fund’s distributor.

Dreyfus Transfer, Inc., a wholly-owned subsidiary of Dreyfus, 200 Park Avenue, New York, New York 10166, serves as each Fund’s transfer and dividend disbursing agent.

Voting Information

Each Fund will bear its pro rata share of the cost of soliciting proxies based on the net assets of the Fund. In addition to the use of the mails, proxies may be solicited personally or by telephone, and each Fund may pay persons holding Fund shares in their names or those of their nominees for their expenses in sending soliciting materials to their principals. Certain Funds may retain a proxy solicitor to assist in the solicitation of proxies primarily by contacting stockholders by telephone, which is expected to cost approximately $65,000 plus any out of pocket expenses, such cost to be borne pro rata among such Funds based on their net assets. Authorizations to execute proxies may be obtained by telephonic instructions in accordance with procedures designed to authenticate the stockholder’s identity. In all cases where a telephonic proxy is solicited (as opposed to where the stockholder calls the toll-free number directly to vote), the stockholder will be asked to provide his or her address and social security number (in the case of an individual) or taxpayer identification number (in the case of a non-individual) and to confirm that the stockholder has received the Fund’s proxy statement and proxy card in the mail. Within 72 hours of receiving a stockholder’s telephonic voting instructions, a confirmation will be sent to the stockholder to ensure that the vote has been taken in accordance with the stockholder’s instructions and to provide a telephone number to call immediately if the stockholder’s instructions are not correctly reflected in the confirmation. Shares represented by executed and unrevoked proxies will be voted in accordance with the specifications made thereon, and if no voting instructions are given, shares will be voted "FOR" the proposal. Any stockholder giving a proxy may revoke it at any time before it is exercised by submitting to the Fund a written notice of revocation or a subsequently executed proxy, by calling the toll-free telephone number or through the Internet, or by attending the Meeting and voting in person.

If a proxy is properly executed and returned accompanied by instructions to withhold authority to vote, represents a broker "non-vote" (that is, a proxy from a broker or nominee indicating that such person has not received instructions from the beneficial owner or other person entitled to vote Fund shares on a particular matter with respect to which the broker or nominee does not have a discretionary power) or is marked with an abstention (collectively, "abstentions"), the Fund shares represented thereby will be considered to be present at the Meeting for purposes of determining the existence of a quorum for the transaction of business. Abstentions will not constitute a vote in favor of the proposal.

If a quorum is not present at the Meeting, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies.

OTHER MATTERS

No Fund’s Board is aware of any other matters which may come before the Meeting. However, should any such matters properly come before the Meeting, it is the intention of the persons named in the accompanying form of proxy to vote the proxy in accordance with their judgment on such matters.

NOTICE TO BANKS, BROKER/DEALERS AND VOTING TRUSTEES
AND THEIR NOMINEES

Please advise the appropriate Fund, in care of Dreyfus Transfer, Inc., P.O. Box 9263, Boston, Massachusetts 02205-8501, whether other persons are the beneficial owners of Fund shares for which proxies are being solicited from you, and, if so, the number of copies of this Proxy Statement and other soliciting material you wish to receive in order to supply copies to the beneficial owners of shares.

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING(S) IN PERSON ARE URGED TO COMPLETE, SIGN, DATE AND RETURN EACH PROXY CARD IN THE ENCLOSED STAMPED ENVELOPE.

Dated: August 2, 2006

SCHEDULE 1

The following is a list of times at which each Fund’s meeting will be held. With respect to those Funds that are series funds, the list also identifies each such Fund’s series.

Name of Fund

Time of Stockholder Meeting

Dreyfus Bond Funds, Inc.
- Dreyfus Municipal Bond Fund
- Dreyfus Premier High Income Fund

2:30 p.m.

Dreyfus California Tax Exempt Money Market Fund, Inc.

Dreyfus Connecticut Municipal Money Market Fund, Inc.

Dreyfus GNMA Fund, Inc.

Dreyfus Insured Municipal Bond Fund, Inc.

Dreyfus Intermediate Municipal Bond Fund, Inc.

Dreyfus Massachusetts Municipal Money Market Fund

2:30 p.m.

3:30 p.m.

3:30 p.m.

2:30 p.m.

3:30 p.m.

3:30 p.m.

Dreyfus Municipal Funds, Inc.
- Dreyfus High Yield Municipal Bond Fund
- Dreyfus Premier Select Intermediate Municipal Bond Fund
- Dreyfus Premier Select Municipal Bond Fund
- Dreyfus BASIC Municipal Money Market Fund
- Dreyfus BASIC New Jersey Municipal Money Market Fund

3:30 p.m.

Dreyfus Municipal Money Market Fund, Inc.

Dreyfus New Jersey Municipal Money Market Fund, Inc.

Dreyfus New York Tax Exempt Bond Fund, Inc.

Dreyfus New York Tax Exempt Intermediate Bond Fund

Dreyfus New York Tax Exempt Money Market Fund

Dreyfus Pennsylvania Municipal Money Market Fund

Dreyfus Premier California Tax Exempt Bond Fund, Inc.

2:30 p.m.

3:30 p.m.

3:30 p.m.

3:30 p.m.

3:30 p.m.

3:30 p.m.

3:30 p.m.

Dreyfus Premier Stock Funds
- Dreyfus Premier International Equity Fund
- Dreyfus Premier International Small Cap Fund
- Dreyfus Premier Small Cap Equity Fund

2:30 p.m.

Strategic Funds, Inc.
- Dreyfus Premier New Leaders Fund
- Emerging Markets Opportunity Fund

2:30 p.m.

SCHEDULE 2

PERTAINING TO SHARE OWNERSHIP

Set forth below for each Fund is information as to the number of shares of the Fund outstanding and those stockholders known by the Fund, if any, to own beneficially 5% or more of the Fund’s outstanding voting securities (including series thereof) as of June 6, 2006. As of June 6, 2006, each Fund’s current Board members and officers, as a group, owned less than 1% of the Fund’s outstanding shares.

Name of Fund and
Number of Shares
Outstanding

Name and Address of Stockholder

Amount of
Shares Held

Percentage of
Shares Held

DCAMMF

173,707,852.8050

Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanderscreek Parkway
2nd Floor
E. Syracuse, NY 13057-1382

Wells Fargo Bank N.A.
733 Marquette Avenue
Minneapolis, MN 55479-0001

Bank of the West acting as fiduciary
P.O. Box 60078
Los Angeles, CA 90060-0078

26,862,571.4600

18,848,405.7900

9,412,076.7300

15.4435%

10.8506%

5.4183%

DCTMMF

134,267,825.2000

Martin S. Davis & L.W. Davis
P.O. Box 174
Westport, CT 06881-0174

Janney Montgomery Scott LLC
1801 Market Street
Philadelphia, PA 19103-1628

10,305,347.3500

8,394,924.7300

7.6752%

6.2524%

DMAMMF

153,318,759.3730

Saturn & Co.
c/o Investors Bank & Trust Company
PO Box 9130
Boston, MA 02117-9130

Currier & Co.
c/o Eastern Bank & Trust Co.
225 Essex Street
Salem, MA 01970-3728

42,274,137.4300

12,905,935.9700

27.5727%

8.4177%

DMMMF

942,906,742.8850

Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanderscreek Parkway
2nd Floor
E. Syracuse, NY 13057-1382

Dwight D. Sipprelle & Susan M. Sipprelle
155 Lincoln Street
Englewood, NJ 07631-3120

462,985,330.3500

84,444,342.9000

49.1019%

8.9557%

DNJMMF

362,413,225.3810

Hare & Co.
c/o Bank of New York
Short Term Investment Funds
111 Sanderscreek Parkway
2nd Floor
E. Syracuse, NY 13057-1382

45,818,107.1400

12.6425%

DNYMMF

287,476,167.1290

Mac & Co.
Mutual Funds Operations
P.O. Box 3198
Pittsburgh, PA 15230-3198

47,602,006.2300

16.5586%

DPAMMF

197,095,629.9230

Janney Montgomery Scott LLC
1801 Market Street
Philadelphia, PA 19103-1628

124,929,463.8000

63.3852%

SF

24,909,152.4370

AMVESCAP National Trust Co.
Agent for Fleet National Bank FBO
National Cable Comm 401k Plan
P.O. Box 105779
Atlanta, GA 30348-5779

1,367,784.9340

5.4911%

EXHIBIT A

Part I

Part I sets forth information regarding the current Board members and Nominees, Board and committee meetings, and independent auditor fees for the Funds as indicated.

The table below indicates the dollar range of each current Board member’s (including Board Members who are Nominees) ownership of shares of each Fund (including series thereof) and the aggregate dollar range of 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, 2005.

Name of Board Member or
Nominee

Dollar Range of Shares Held in Fund

David W. Burke
William Hodding Carter III
Gordon J. Davis
Joseph S. DiMartino
Joni Evans
Arnold S. Hiatt
Ehud Houminer
Richard C. Leone
Hans C. Mautner
Robin A. Melvin
Burton N. Wallack
John E. Zuccotti

DBF

None
None
None
None
None
None
None
$50,001-$100,000
Over $100,000
None
None
None

DCAMMF

None
None
None
None
None
None
None
None
None
None
None
None

DCTMMF

None
None
None
None
None
None
None
None
None
None
None
None

Name of Board Member or
Nominee

Dollar Range of Shares Held in Fund

DGNMAF

None
None
None
None
$10,0001-$50,000
None
None
None
None
None
None
None

DINMBF

None
None
None
None
None
None
None
None
None
None
None
None

DIMBF

None
None
None
None
None
None
None
None
None
None
None
None

DMAMMF

None
None
None
None
None
None
None
None
None
None
None
None

Name of Board Member or
Nominee

Dollar Range of Shares Held in Fund

DMF

None
None
None
Over $100,000
None
None
None
None
None
None
None
None

DMMMF

None
None
None
None
$10,001-$50,000
None
None
$50,001-$100,000
None
None
None
$1-$10,000

DNJMMF

None
None
None
None
None
None
None
None
None
None
None
None

DNYBF

None
None
None
None
None
None
None
None
None
None
None
None

Name of Board Member or
Nominee

Dollar Range of Shares Held in Fund

DNYIBF

None
None
None
None
None
None
None
None
None
None
None
None

DNYMMF

None
None
None
None
None
None
None
None
None
None
None
None

DPAMMF

None
None
None
None
None
None
None
None
None
None
None
None

DPCABF

None
None
None
None
None
None
None
None
None
None
None
None

Name of Board Member or
Nominee

Dollar Range of Shares Held in Fund

Dollar Range of Aggregate Holding
of Funds in The Dreyfus Family of
Funds

DPSF

None
None
None
None
None
None
$10,001-$50,000
None
None
None
None
None

SF

None
None
None
None
None
None
$1-$10,000
$1-$10,000
None
None
None
Over $100,000

Over $100,000
None
$50,001-$100,000
Over $100,000
$10,001-$50,000
None
Over $100,000
Over $100,000
Over $100,000
None
None
Over $100,000

As of June 6, 2006, none of the current Board members or Nominees or their immediate family members owned securities of Dreyfus or any person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with Dreyfus.

PERTAINING TO THE BOARD OF EACH FUND

The number of Board meetings and, where applicable, committee meetings, held by each Fund during the Fund’s last fiscal year are as follows:

Name of Fund

DBF
DCAMMF*
DCTMMF
DGNMAF
DINMBF
DIMBF
DMAMMF*
DMF
DMMMF
DNJMMF*
DNYBF
DNYIBF
DNYMMF
DPAMMF*
DPCABF
DPSF
SF

Number of
Board Meetings

5
5
4
5
5
6
5
6
6
5
6
6
6
4
6
5
5

Number of Audit
Committee Meetings

4
4
3
4
4
4
4
4
4
4
4
4
4
3
4
6
4

Number of
Nominating
Committee Meetings

1
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0

Number of
Compensation
Committee Meetings

1
0
0
0
0
0
0
1
0
0
0
0
0
0
0
1
0

___________________
* During the period each of the Funds changed its fiscal year end to November 30.

During each Fund’s last fiscal year, each current Board member attended at least 75% of the aggregate of all of the meetings of the Board of each Fund (held during the period s/he was a Board member) and 75% of the meetings held by a committee of the Board of each Fund on which s/he served (during the period that s/he served).

COMPENSATION TABLE

Each Fund currently pays its Board members its allocated portion of an annual retainer of $30,000 and of a fee of $4,000 per meeting (with a minimum of $500 per meeting and per telephone meeting) attended, and reimburses them for their expenses. The Chairman of the Board receives an additional 25% of such compensation. Emeritus Board members are entitled to receive an annual retainer and a per meeting attended fee of one-half the amount paid to them as Board members.

The aggregate amount of compensation paid to each current Board member by each Fund for the Fund’s last fiscal year, 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) for the year ended December 31, 2005, were as follows:

Name of Board Member

Aggregate Compensation
From Each Fund*

Total Compensation From the Funds
and Fund Complex(**)

David W. Burke
   DBF
   DCAMMF
   DCTMMF
   DGNMAF
   DINMBF
   DIMBF
   DMAMMF
   DMF
   DMMMF
   DNJMMF
   DNYBF
   DNYIBF
   DNYMMF
   DPAMMF
   DPCABF
   DPSF
   SF

$20,651
$1,314
$1,147
$6,382
$1,153
$6,910
$1,167
$7,003
$6,908
$2,785
$10,554
$2,632
$2,181
$1,150
$10,793
$1,064
$7,990

$287,500 (84)

William Hodding Carter III
   DBF
   DCAMMF
   DINMBF
   DMMMF
   DPSF
   SF

$20,651
$1,314
$1,144
$6,908
$1,064
$7,990

$51,000 (11)

Gordon J. Davis
   DCTMMF
   DGNMAF
   DIMBF
   DMAMMF
   DMF
   DNJMMF
   DNYBF
   DNYIBF
   DNYMMF
   DPAMMF
   DPCABF

$1,147
$6,382
$6,910
$1,167
$7,003
$2,785
$10,554
$2,632
$2,181
$1,150
$10,793

$100,500 (24)

Joseph S. DiMartino
   DBF
   DCAMMF
   DCTMMF
   DGNMAF
   DINMBF
   DIMBF
   DMAMMF
   DMF
   DMMMF
   DNJMMF
   DNYBF
   DNYIBF
   DNYMMF
   DPAMMF
   DPCABF
   DPSF
   SF

$25,833
$1,643
$1,431
$7,978
$1,430
$8,640
$1,457
$8,743
$8,635
$3,489
$13,198
$3,286
$2,724
$1,432
$13,493
$1,330
$10,025

$833,262 (190)

Joni Evans
   DCTMMF
   DGNMAF
   DIMBF
   DMAMMF
   DMF
   DNJMMF
   DNYBF
   DNYIBF
   DNYMMF
   DPAMMF
   DPCABF

$1,147
$6,382
$6,910
$1,167
$7,003
$2,785
$10,554
$2,632
$2,181
$1,150
$10,793

$50,000 (15)

Arnold S. Hiatt
   DCTMMF
   DGNMAF
   DIMBF
   DMAMMF
   DMF
   DNJMMF
   DNYBF
   DNYIBF
   DNYMMF
   DPAMMF
   DPCABF

$1,060
$5,874
$6,403
$1,074
$6,475
$2,574
$9,770
$2,437
$2,012
$1,103
$9,997

$46,000 (15)

Ehud Houminer
   DBF
   DCAMMF
   DINMBF
   DMMMF
   DPSF
   SF

$18,755
$1,314
$1,052
$6,829
$564
$7,990

$103,750 (37)

Richard C. Leone
   DBF
   DCAMMF
   DINMBF
   DMMMF
   DPSF
   SF

$18,956
$1,210
$1,052
$6,908
$1,064
$7,319

$47,000 (11)

Hans C. Mautner
   DBF
   DCAMMF
   DINMBF
   DMMMF
   DPSF
   SF

$18,956
$1,314
$1,052
$6,908
$1,064
$7,990

$51,000 (11)

Robin A. Melvin
   DBF
   DCAMMF
   DINMBF
   DMMMF
   DPSF
   SF

$19,077
$1,106
$1,144
$6,908
$978
$6,654

$43,000 (11)

Burton N. Wallack
   DCTMMF
   DGNMAF
   DIMBF
   DMAMMF
   DMF
   DNJMMF
   DNYBF
   DNYIBF
   DNYMMF
   DPAMMF
   DPCABF

$1,147
$6,382
$6,910
$1,167
$7,003
$2,785
$10,554
$2,632
$2,181
$1,150
$10,793

$50,000 (15)

John E. Zuccoti
   DBF
   DCAMMF
   DINMBF
   DMMMF
   DPSF
   SF

$20,651
$1,314
$1,144
$6,908
$1,064
$7,990

$51,000 (11)

_________________

*	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 $49,132.

**	Represents the number of separate portfolios comprising the investment companies in the Fund complex, including the Funds, for which the Board member served.

PERTAINING TO THE INDEPENDENT AUDITORS

Set forth below for each Fund’s last two fiscal years are the amounts the respective independent auditor billed for (i) services rendered in connection with the annual audit of the Fund’s financial statements ("Audit Fees"), (ii) assurance and services rendered that are reasonably related to the performance of the audit or review of the Fund’s financial statements ("Audit-Related Fees"); (iii) professional services rendered for tax compliance, tax planning and tax advice, including primarily the review of each Fund’s tax returns ("Tax Fees"); (iv) other products and services provided ("All Other Fees"); and (v) non-audit services provided to affiliates of Dreyfus ("Aggregate Non-Audit Fees").

Name of Fund	Fiscal Year Ended	Audit Fees	Audit- Related Fees	Tax Fees	All Other Fees	Aggregate Non-Audit Fees Paid by Service Affiliates*
DBF	8/31/2004	$67,620	$4,500	$7,969	$2,025	$557,202
	8/31/2005	$73,301	$4,725	$6,493	$1,863	$1,013,651
DCAMMF	3/31/2005	$31,756	$0	$2,490	$59	$605,451
	3/31/2006	$33,265	$0	$3,005	$58	$769,395
DCTMMF	11/30/2004	$30,555	$178,500	$2,674	$88	$653,655
	11/30/2005	$66,244	$0	$2,788	$71	$917,339
DGNMAF	04/30/2005	$51,447	$4,725	$4,073	$1,439	$686,197
	04/30/2006	$53,892	$5,122	$3,474	$1,404	$718,507
DINMBF	4/30/2005	$29,480	$0	$2,670	$116	$686,197
	4/30/2006	$30,881	$0	$3,220	$117	$718,507
DIMBF	05/31/2004	$0	$273,500	$3,498	$773	$611,435
	05/31/2005	$0	$0	$3,425	$651	$811,636
DMAMMF	11/30/2004	$29,295	$178,500	$2,674	$63	$653,655
	11/30/2005	$63,512	$0	$2,783	$52	$917,339
DMF	08/31/2004	$107,310	$218,500	$11,745	$306	$557,202
	08/31/2005	$116,324	$0	$11,829	$275	$1,013,651
DMMMF	5/31/2005	$37,675	$0	$3,000	$288	$811,636
	5/31/2006	$39,466	$0	$3,006	$282	$586,749
DNJMMF	11/30/2004	$30,030	$178,500	$2,674	$281	$653,655
	11/30/2005	$65,106	$0	$2,851	$231	$917,339
DNYBF	05/31/2004	$37,485	$273,500	$3,589	$864	$611,435
	05/31/2005	$40,634	$0	$3,517	$742	$811,636
DNYIBF	05/31/2004	$27,195	$273,500	$2,960	$235	$611,435
	05/31/2005	$29,480	$0	$2,974	$199	$811,636
DNYMMF	05/31/2004	$32,130	$273,500	$2,900	$175	$611,435
	05/31/2005	$34,829	$0	$2,859	$147	$811,636
DPAMMF	11/30/2004	$29,085	$178,500	$2,674	$59	$653,655
	11/30/2005	$63,056	$0	$2,782	$49	$917,339
DPCABF	05/31/2004	$37,485	$273,500	$3,345	$620	$611,435
	05/31/2005	$40,634	$0	$3,873	$700	$811,636
DPSF	9/30/2004	$47,635	$0	$25,425	$0	$0
	9/30/2005	$46,400	$0	$16,500	$0	$75,000
SF	12/31/2004	$26,775	$4,500	$4,581	$2,000	$592,101
	12/31/2005	$29,024	$4,725	$3,284	$1,665	$758,091

_________________

* For Service Affiliates (i.e., Dreyfus and any entity controlling, controlled by or under common control with Dreyfus that provides ongoing services to the Fund), such fees represent only those fees that require pre-approval by the audit committee.

Audit Committee Pre-Approval Policies and Procedures. Each Fund’s Audit Committee has established policies and procedures (the "Policy") for pre-approval (within specified fee limits) of the independent auditor’s engagements for non-audit services to the Fund and Service Affiliates without specific case-by-case consideration. Pre-approval considerations include whether the proposed services are compatible with maintaining the independent auditor’s independence. The Policy and services covered therein are considered annually. In addition, proposed services requiring pre-approval but not covered by the Policy are considered from time to time as necessary.

Registered Public Accounting Firm Independence. Each Fund’s Audit Committee has considered whether the provision of non-audit services that were rendered to Service Affiliates which did not require pre-approval are compatible with maintaining the independent auditor’s independence.

* * * *

Part II

Part II sets forth information relevant to the officers of each Fund.

Name (Age)
Position with the Funds (Since)

Principal Occupation During Past 5 Years

STEPHEN E. CANTER (60)
President (2000)

Chairman of the Board and Chief Executive Officer of Dreyfus, and an officer of 90 investment companies (comprised of 186 portfolios) managed by Dreyfus. Mr. Canter also is a Board member and, where applicable, an Executive Committee Member of the other investment management subsidiaries of Mellon Financial Corporation, each of which is an affiliate of Dreyfus.

STEPHEN R. BYERS (52)
Executive Vice President (2002)

Chief Investment Officer, Vice Chairman and a director of Dreyfus, and an officer of 90 investment companies (comprised of 186 portfolios) managed by Dreyfus. Mr. Byers also is an officer, director, Board member or an Executive Committee Member of certain other investment management subsidiaries of Mellon Financial Corporation, each of which is an affiliate of Dreyfus.

MARK N. JACOBS (60)
Vice President (2000)

Executive Vice President, Secretary, and General Counsel of Dreyfus, and an officer of 91 investment companies (comprised of 202 portfolios) managed by Dreyfus.

MICHAEL A. ROSENBERG (46)
Vice President and Secretary (2005)