definproxy-424.htm - Generated by SEC Publisher for SEC Filing

DREYFUS MUNICIPAL INCOME, INC.

Notice of Annual Meeting of Stockholders

To the Stockholders:

     The Annual Meeting of Stockholders of Dreyfus Municipal Income, Inc. (the “Fund”) will be held at the offices of The Dreyfus Corporation, 200 Park Avenue, 8th Floor, New York, New York, on Friday, June 4, 2010 at 10:00 a.m., for the following purposes:

1.     

To elect two Class II Directors to serve for a three-year term and one Class III Director to serve for a one-year term, in each case 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.

     Stockholders of record at the close of business on March 24, 2010 will be entitled to receive notice of and to vote at the meeting.


New York, New York
April 1, 2010




DREYFUS MUNICIPAL INCOME, INC.

PROXY STATEMENT

Annual Meeting of Stockholders
to be held on June 4, 2010

     This proxy statement is furnished in connection with a solicitation of proxies by the Board of Directors of Dreyfus Municipal Income, Inc. (the “Fund”) to be used at the Annual Meeting of Stockholders of the Fund to be held on Friday, June 4, 2010 at 10:00 a.m., at the offices of The Dreyfus Corporation (“Dreyfus”), 200 Park Avenue, 8th Floor, New York, New York, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. Stockholders of record at the close of business on March 24, 2010 are entitled to be present 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. It is essential that stockholders complete, date, sign and return the proxy card they receive. Shares represented by executed and unrevoked proxies will be voted in accordance with the specifications made thereon. If the enclosed form of proxy is executed and returned, it nevertheless may be revoked by a proxy given later. To be effective, such revocation must be received prior to the meeting. In addition, any stockholder who attends the meeting in person may vote by ballot at the meeting, thereby cancelling any proxy previously given. As of March 24, 2010, the Fund had outstanding the following number of shares:

Common APS
Stock Outstanding Stock Outstanding
20,594,744 3,600

     A quorum is constituted by the presence in person or by proxy of the holders of a majority of the outstanding shares of the Fund entitled to vote at the meeting. If a proposal is to be voted upon by only one class of the Fund’s shares, a quorum of that class of shares (the holders of a majority of the outstanding shares of the class) must be present in person or by proxy at the meeting in order for the proposal to be considered. The Fund has two classes of capital stock: Common Stock, par value $0.001 per share (the “Common Stock”), and Auction Preferred Stock, par value $0.001 per share, liquidation preference $25,000 per share (the “APS”). The APS is further divided into Series A and Series B. Currently, no proposal is expected to be presented at the meeting that would require separate voting for each Series of APS.

     It is estimated that proxy materials will be mailed to stockholders of record on or about April 12, 2010. The principal executive office of the Fund is located at 200 Park Avenue, New York, New York 10166. Copies of the Fund’s most recent Annual and Semi-Annual Reports to Stockholders 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 1-800-334-6899.

     Important Notice Regarding Internet Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on June 4, 2010: This proxy statement, and copies of the Fund’s most recent Annual and Semi-Annual Reports to Stockholders, are available at http://www.dreyfus.com/closedendfund.htm.

PROPOSAL 1: ELECTION OF DIRECTORS

     The Fund’s Board of Directors is divided into three classes with the term of office of one class expiring each year. It is proposed that stockholders of the Fund consider the election of two Class II Directors to serve for three-year terms and one Class III Director to serve for a one-year term, in each case until their respective successors are duly elected and qualified. The individual nominees (the “Nominees”) proposed for election are listed below. Each Nominee currently serves as a Director of the Fund.



     Each Nominee was nominated by the Fund’s nominating committee and has consented to being named in this proxy statement and has agreed to continue to serve as a Director if elected. Biographical information about each Nominee is set forth below. Biographical information about the Fund’s Directors not standing for election at the meeting (the “Continuing Directors”), information on each Nominee’s and Continuing Director’s ownership of Fund shares and other relevant information is set forth on Exhibit A.

     Under the terms of the Fund’s Charter, holders of the APS voting as a single class are entitled, to the exclusion of holders of the Common Stock, to elect two Directors of the Fund. One such Director, George L. Perry, was elected by APS holders in May of 2008 as a Class III Director whose term expires in 2011. The other APS designee is Whitney I. Gerard. Mr. Gerard is currently a Nominee up for election as a Class II Director.

     Voting with regard to the election of Directors will be as follows: holders of Common Stock and APS will vote together as a single class with respect to the election of Class II Director Nathan Leventhal and Class III Director Benaree Pratt Wiley, but APS holders will vote separately, to the exclusion of holders of the Common Stock, with respect to the election of Class II Director Whitney I. Gerard.

     The persons named as proxies on the accompanying proxy card intend to vote each such proxy for the election of the Nominees, unless stockholders specifically indicate on their proxies the desire to withhold authority to vote for election to office. It is not contemplated that any Nominee will be unable to serve as a Director for any reason, but if that should occur prior to the meeting, the proxyholders reserve the right to substitute another person or persons of their choice as nominee or nominees.

     None of the Nominees or Continuing Directors are “interested persons” of the Fund, as defined in the Investment Company Act of 1940, as amended (the “1940 Act”). The following table presents information about the Nominees including their principal occupations and other board memberships and affiliations. The address of each Nominee is 200 Park Avenue, New York, New York 10166.

Nominee for Class II Directors with Term Expiring in 2013
Name (Age) of Nominee Principal Occupation Other Board Memberships
Position with Fund (Since) During Past 5 Years and Affiliations
WHITNEY I. GERARD (74) Partner of Chadbourne & Parke LLP N/A
Class II Director (1995)    
APS Designee (2000)    
 
NATHAN LEVENTHAL (66) Commissioner, NYC Planning Movado Group, Inc., Director (2003-
Class II Director (2009) Commission (March 2007-pre present)
  sent)  
  Chairman of the Avery-Fisher Artist  
Program (November 1997-present)
 
Nominee for Class III Director with Term Expiring in 2011
Name (Age) of Nominee Principal Occupation Other Board Memberships
Position with Fund (Since) During Past 5 Years and Affiliations
 
BENAREE PRATT WILEY (62) Principal, The Wiley Group, a firm CBIZ (formerly Century Business
Class III Director (2009) specializing in strategy and business Services, Inc.), a provider of out-
  development (2005-present) sourcing functions for small and
  President and CEO, The Partnership, medium size companies Director
  an organization dedicated to increas- (2008-present)
  ing the representation of African  
Americans in positions of leadership,
influence and decision-making in
  Boston, MA (1991-2005)  

2



     The Fund has standing audit, nominating and compensation committees, each comprised of its Directors who are not “interested persons,” as defined in the 1940 Act, of the Fund. The function of the audit committee is (1) to oversee the Fund’s accounting and financial reporting processes and the audits of the Fund’s financial statements and (2) to assist in the Board of Directors’ oversight of the integrity of the Fund’s financial statements, the Fund’s compliance with legal and regulatory requirements and the qualifications, independence and performance of the Fund’s independent registered public accounting firm. A copy of the Fund’s Audit Committee Charter, which describes the audit committee’s purposes, duties and powers, is available at www.dreyfus.com.

     The Fund’s nominating committee is responsible for selecting and nominating persons as members of the Board of Directors for election or appointment by the Board and for election by stockholders. Each nominating committee member is “independent” as defined by the New York Stock Exchange rules. A copy of the Fund’s Nominating Committee Charter and Procedures is not available on the Fund’s or Dreyfus’ website, but is attached as Exhibit B (the “Nominating Committee Charter”). In evaluating potential nominees, including any nominees recommended by stockholders, the committee takes into consideration the 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 stockholders. The committee will consider recommendations for nominees from stockholders submitted to the Secretary of the Fund, c/o The Dreyfus Corporation Legal Department, 200 Park Avenue, 8th Floor, New York, New York 10166, and including 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 pricing committee comprised of any one Director. The function of the pricing committee is to assist in valuing the Fund’s investments.

     The Fund’s audit commitee met six times and its nominating committee met once during the fiscal year ended September 30, 2009. The Fund’s compensation and pricing committees did not meet during the Fund’s last fiscal year.

     Each Director also serves as a director of other funds in the Dreyfus fund complex. Annual retainer fees and meeting attendance fees are allocated among the Fund and those other funds on the basis of net assets, with the Chairman of the Board of Directors (the “Board”), Joseph S. DiMartino, receiving an additional 25% of such compensation. The Fund reimburses Directors for their expenses. Emeritus Directors are entitled to receive an annual retainer of one-half the amount paid as a retainer at the time the Director became Emeritus and per meeting attended fee of one-half the amount paid to Directors. The Fund does not have a bonus, pension, profit-sharing or retirement plan.

     The aggregate amount of compensation paid to each Nominee by the Fund for the fiscal year ended September 30, 2009 and by all funds in the Dreyfus Family of Funds for which the Nominee was a Board member (the number of portfolios of such funds is set forth in parenthesis next to the Nominee’s total compensation) for the year ended December 31, 2009, was as follows:

  Aggregate Total Compensation from
  Compensation from the Fund and Fund Complex
Name of Nominee Fund* Paid to Nominee (**)
Whitney I. Gerard $482 $161,500 (31)
Nathan Leventhal $0 $38,000 (31)
Benaree Pratt Wiley $0 $225,886 (84)

* Amount does not include the cost of office space, secretarial services and health benefits for the Chairman and expenses reimbursed
  to Directors for attending Board meetings, which in the aggregate amounted to $3,579 for all Directors as a group.
** Represents the number of separate portfolios comprising the investment companies in the fund complex, including the Fund, for
  which the Nominee served as a Board member.

     For the Fund’s most recent fiscal year, the number of Board meetings held and the paid by the Fund to each Continuing Director and by all funds in the Dreyfus Family Board member are set forth on Exhibit A. Certain other information concerning the forth on Exhibit A.

3



Required Vote

     The election of a Nominee requires the affirmative vote of a plurality of votes cast at the Fund’s meeting for the election of Directors.

ADDITIONAL INFORMATION

Selection of Independent Registered Public Accounting Firm

     The 1940 Act requires that the Fund’s independent registered public accounting firm (the “independent auditors” or “auditors”) be selected by a majority of those Directors who are not “interested persons” (as defined in the 1940 Act) of the Fund. The audit committee has direct responsibility for the appointment, compensation, retention and oversight of the Fund’s independent auditors. At a meeting held on July 14, 2009, the Fund’s audit committee approved, and the Fund’s Board, including a majority of those Directors who are not “interested persons” of the Fund ratified and approved, the selection of Ernst & Young LLP (“E&Y”) as the Fund’s independent auditors for the fiscal year ending September 30, 2010. E&Y, a major international accounting firm, has acted as independent auditors of the Fund since the Fund’s organization. After reviewing the Fund’s audited financial statements for the fiscal year ended September 30, 2009, the Fund’s audit committee recommended to the Fund’s Board that such statements be included in the Fund’s Annual Report to stockholders. A copy of the committee’s report is attached as Exhibit C to this proxy statement.

Independent Auditor Fees and Services

     The following chart reflects fees paid to E&Y in the Fund’s last two fiscal years. 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 required pre-approval by the audit committee. All services provided by E&Y were pre-approved as required.

  Fund1 Service Affiliates1
Audit Fees $37,088/$37,830 $0/$0
Audit-Related Fees2 $5,122/$24,352 $0/$0
Tax Fees3 $3,244/$3,782 $0/$0
All Other Fees $109/$77 $0/$0
Aggregate Non-Audit Fees4 N/A $4,881,322/$25,619,110

1 For the Fund’s fiscal years ended September 30, 2008/September 30, 2009.

2 Services to the Fund consisted of (i) agreed-upon procedures related to compliance with basic maintenance requirements for APS; and (ii) security counts required by Rule 17f-2 under the 1940 Act.

3 Services to the Fund consisted of (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments; and (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held.

4 Rendered to the Fund and Service Affiliates.

     Audit Committee Pre-Approval Policies and Procedures. The Fund’s audit committee has established policies and procedures (the “Policy”) for pre-approval (within specified fee limits) of E&Y engagements for non-audit services to the Registrant and Service Affiliates without specific case-by-case consideration. The pre-approved services in the Policy can include pre-approved audit services, pre-approved audit-related services, pre-approved tax services and pre-approved all other services. Pre-approval considerations include whether the proposed services are compatible with maintaining E&Y’s independence. Pre-approvals pursuant to the Policy are considered annually.

4



     Auditor Independence. The 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 E&Y’s independence.

     A representative of E&Y is expected to be present at the meeting, will have the opportunity to make a statement, and will be available to respond to appropriate questions.

Service Providers

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

     The Bank of New York Mellon, an affiliate of Dreyfus, located at One Wall Street, New York, New York 10286, acts as Custodian for the assets of the Fund. The Bank of New York Mellon, c/o BNY Mellon Shareowner Services, located at 480 Washington Boulevard, Jersey City, New Jersey 07310, acts as the Fund’s Transfer Agent and Registrar. The Bank of New York Mellon, c/o BNY Mellon Shareowner Services, located at P.O. Box 358035, Pittsburgh, Pennsylvania 15252, acts as the Fund’s Dividend Disbursing Agent.

Voting Information

To vote, please complete, date and sign the enclosed proxy card and mail it in the enclosed postage-paid envelope.

     The Fund will bear the cost of soliciting proxies. In addition to the use of the mails, proxies may be solicited personally or by telephone, and the Fund may pay persons holding shares of the Fund in their names or those of their nominees for their expenses in sending soliciting materials to their principals. Authorizations to execute proxies may be obtained by fax or by telephonic instructions in accordance with procedures designed to authenticate the stockholder’s identity. In all cases where a telephonic proxy is solicited, the stockholder will be asked to provide or confirm certain identifiable information 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 solicited 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 proposals.

     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 shares of the Fund on a particular matter with respect to which the broker or nominee does not have discretionary power) or marked with an abstention (collectively, “abstentions”), the Fund’s 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. Under Maryland law, abstentions do not constitute a vote “for” or “against” a matter and will be disregarded in determining “votes cast” on an issue.

OTHER MATTERS

     The Fund’s Board is not aware of any other matter which may come before the meeting. However, should any such matter 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 matter.

     Proposals that stockholders wish to include in the Fund’s proxy statement for the Fund’s next Annual Meeting of Stockholders must be sent to and received by the Fund no later than December 1, 2010 at the principal executive office of the Fund at 200 Park Avenue, New York, New York 10166, Attention: Secretary of the Fund. The date after which notice of a stockholder proposal is considered untimely, except as otherwise permitted under applicable law, is February 25, 2011.

     Stockholders who wish to communicate with Directors should send communications to the attention of the Secretary of the Fund, 200 Park Avenue, New York, New York 10166, and communications will be directed to the Director or Directors indicated in the communication or, if no Director or Directors are indicated, to the Chairman of the Board.

5



NOTICE TO BANKS, BROKER/DEALERS AND

VOTING TRUSTEES AND THEIR NOMINEES

     Please advise the Fund, in care of BNY Mellon Shareowner Services, c/o Proxy Services Corporation, 200A Executive Drive, Edgewood, New Jersey 11717, whether other persons are the beneficial owners of the shares for which proxies are being solicited and, if so, the number of copies of the 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 IN PERSON ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED STAMPED ENVELOPE.

Dated: April 1, 2010

6



EXHIBIT A
PART I

     Part I sets forth information regarding the Continuing Directors who are not Nominees for election at this meeting, Board and committee meetings and share ownership.

     Continuing Class III and Class I Directors with Terms Expiring in 2011 for Class III and 2012 for Class I

     The following table presents information about the Continuing Directors of the Fund, including their principal occupations and other board memberships and affiliations. The address of each Continuing Director is 200 Park Avenue, New York, New York 10166. The Fund’s Continuing Directors will continue to serve as Directors of the Fund after the meeting.

Name (Age) of Continuing Director Principal Occupation Other Board Memberships
Position with Fund (Since) During Past 5 Years and Affiliations
JOSEPH S. DiMARTINO (65) Corporate Director and Trustee CBIZ (formerly, Century Business
Chairman of the Board   Services, Inc.), a provider of outsourc-
Class III Director (1995)   ing functions for small and medium
    size companies, Director (1997-pre-
    sent)
    The Newark Group, a provider of a
    national market of paper recovery
    facilities, paperboard mills and
    paperboard converting plants,
    Director (2000-present)
    Sunair Services Corporation, a provider
    of certain outdoor-related services to
    homes and businesses, Director (2005-
    2009)
 
GEORGE L. PERRY (75) Economist and Senior Fellow at N/A
Class III Director (1989) Brookings Institution  
APS Designee (2002)    
 
CLIFFORD L. ALEXANDER, JR. (75) President of Alexander & N/A
Class I Director (2003) Associates, Inc., a management  
consulting firm (January 1981-pre-
  sent)  
 
DAVID W. BURKE (72) Corporate Director and Trustee N/A
Class I Director (1994)    

A-1



The table below indicates the dollar range of each Continuing Director’s and Nominee’s ownership of shares of the

Fund’s Common Stock 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
  Fund Dreyfus Family of Funds
Name of Continuing Common for which Responsible
Director or Nominee Stock as a Board Member
Clifford L. Alexander, Jr. None Over $100,000
David W. Burke None None
Joseph S. DiMartino None Over $100,000
Whitney I. Gerard* None Over $100,000
Nathan Leventhal* None $10,001 - $15,000
George L. Perry None None
Benaree Pratt Wiley* None $50,001 - $100,000
**Nominee.    

     As of December 31, 2009, none of the Nominees or Continuing Directors 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

fiscal year ended September 30, 2009 and by all funds in the Dreyfus Family of Funds for which such Continuing Director was a Board member (the number of portfolios of such funds is set forth in parenthesis next to each Director’s total compensation) during the year ended December 31, 2009, was as follows:

  Aggregate Total Compensation from
Name of Compensation from the Fund and Fund Complex
Continuing Director Fund* Paid to Continuing Director (**)
Joseph S. DiMartino $604 $873,427 (192)
David W. Burke $482 $395,190 (73)
George L. Perry $439 $225,881 (84)

*Amount does not include the cost of office space, secretarial services and health benefits for the Chairman and expenses reimbursed to Directors for attending Board meetings, which in the aggregate amounted to $3,579 for all Directors as a group.

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

A-2



PART II
Part II sets forth information regarding the officers of the Fund.  
Name and Position   Principal Occupation and Business
with Fund (Since) Age Experience For Past Five Years
BRADLEY J. SKAPYAK    
President (2010) 51 Chief Operating Officer and a director of
    Dreyfus since June 2009. Previously, Mr.
    Skapyak was the head of the Investment
    Accounting and Support Department of
    Dreyfus. He is an officer of 77 investment
    companies (comprised of 194 portfolios)
    managed by Dreyfus.
PHILLIP N. MAISANO    
Executive Vice President (2007) 62 Chief Investment Officer, Vice Chair and a
    director of Dreyfus, and an officer of 76 invest-
    ment companies (comprised of 172 portfolios)
    managed by Dreyfus. 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
    Dreyfus. He has been an employee of Dreyfus
    since November 2006. Prior to joining Dreyfus,
    Mr. Maisano served as Chairman and Chief
    Executive Officer of EACM Advisors, an affili-
    ate of Dreyfus.
JAMES WINDELS    
Treasurer (2001) 51 Director - Mutual Fund Accounting of
    Dreyfus, and an officer of 77 investment com-
    panies (comprised of 194 portfolios) managed
    by Dreyfus.
JAMES S. WELCH    
Executive Vice President (2001) 44 Senior Portfolio Manager - Dreyfus Municipal
    Securities, and an officer of one other invest-
    ment company (comprised of one portfolio)
    managed by Dreyfus.
MICHAEL A. ROSENBERG    
Vice President and Secretary (2005) 49 Assistant General Counsel of BNY Mellon,
    and an officer of 77 investment companies
    (comprised of 194 portfolios) managed by
    Dreyfus.
KIESHA ASTWOOD    
Vice President and Assistant Secretary (2010) 36 Counsel of BNY Mellon, and an officer of 77
    investment companies (comprised of 194
    portfolios) managed by Dreyfus.

A-3



Name and Position   Principal Occupation and Business
with Funds (Since) Age Experience For Past Five Years
JAMES BITETTO    
Vice President and Assistant Secretary (2005) 43 Senior Counsel of BNY Mellon and Secretary
    of Dreyfus, and an officer of 77 investment
    companies (comprised of 194 portfolios)
    managed by Dreyfus.
JONI LACKS CHARATAN    
Vice President and Assistant Secretary (2005) 54 Senior Counsel of BNY Mellon, and an offi-
    cer of 77 investment companies (comprised of
    194 portfolios) managed by Dreyfus.
JOSEPH M. CHIOFFI    
Vice President and Assistant Secretary (2005) 48 Senior Counsel of BNY Mellon, and an offi-
    cer of 77 investment companies (comprised of
    194 portfolios) managed by Dreyfus.
KATHLEEN DENICHOLAS    
Vice President and Assistant Secretary (2010) 35 Senior Counsel of BNY Mellon, and an offi-
    cer of 77 investment companies (comprised of
    194 portfolios) managed by Dreyfus.
JANETTE E. FARRAGHER    
Vice President and Assistant Secretary (2005) 47 Assistant General Counsel of BNY Mellon,
    and an officer of 77 investment companies
    (comprised of 194 portfolios) managed by
    Dreyfus.
JOHN B. HAMMALIAN    
Vice President and Assistant Secretary (2005) 46 Managing Counsel of BNY Mellon, and an
    officer of 77 investment companies (com-
    prised of 194 portfolios) managed by Dreyfus.
M. CRISTINA MEISER    
Vice President and Assistant Secretary (2010) 39 Senior Counsel of BNY Mellon, and an offi-
    cer of 77 investment companies (comprised of
    194 portfolios) managed by Dreyfus.
ROBERT R. MULLERY    
Vice President and Assistant Secretary (2005) 58 Managing Counsel of BNY Mellon, and an
    officer of 77 investment companies (comprised
    of 194 portfolios) managed by Dreyfus.
JEFF PRUSNOFSKY    
Vice President and Assistant Secretary (2005) 44 Managing Counsel of BNY Mellon, and an
    officer of 77 investment companies (com-
    prised of 194 portfolios) managed by Dreyfus.
RICHARD CASSARO    
Assistant Treasurer (2008) 51 Senior Accounting Manager — Money Market
    and Municipal Bond Funds of Dreyfus, and an
    officer of 77 investment companies (comprised
    of 194 portfolios) managed by Dreyfus.

A-4



Name and Position   Principal Occupation and Business
with Funds (Since) Age Experience For Past Five Years
GAVIN C. REILLY    
Assistant Treasurer (2005) 41 Tax Manager of the Investment Accounting and
    Support Department of Dreyfus, and an officer
    of 77 investment companies (comprised of 194
    portfolios) managed by Dreyfus.
ROBERT S. ROBOL    
Assistant Treasurer (2005) 46 Senior Accounting Manager — Fixed Income
    Funds of Dreyfus, and an officer of 77 invest-
    ment companies (comprised of 194 portfolios)
    managed by Dreyfus.
ROBERT SALVIOLO    
Assistant Treasurer (2007) 43 Senior Accounting Manager — Equity Funds
    of Dreyfus, and an officer of 77 investment
    companies (comprised of 194 portfolios) man-
    aged by Dreyfus.
ROBERT SVAGNA    
Assistant Treasurer (2005) 43 Senior Accounting Manager — Equity Funds
    of Dreyfus, and an officer of 77 investment
    companies (comprised of 194 portfolios) man-
    aged by Dreyfus.
JOSEPH W. CONNOLLY    
Chief Compliance Officer (2004) 52 Chief Compliance Officer of Dreyfus and The
    Dreyfus Family of Funds (77 investment com-
    panies, comprised of 194 portfolios).

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

A-5



PART III

     Part III sets forth information for the Fund regarding the beneficial ownership of its shares as of March 24, 2010, by Nominees, Continuing Directors and officers of the Fund owning shares on such date and by any shareholders owning 5% or more of the Fund’s outstanding shares.

     As of March 24, each Fund’s Directors and officers, as a group, owned less than 1% of the Fund’s outstanding shares. As of March 24, the following Directors and officers owned shares of Common Stock and/or APS shares of the Fund as indicated below:

Directors Officers
None None

     To the fund’s knowledge based on Schedule 13G filings for December 31, 2009, the following information with respect to beneficial ownership of more than 5% of the outstanding shares or APS has been reported.

    Name of Name and Address of  
  Title of Class Beneficial Owner Beneficial Owner Percent of Class
 
APS   Bank of America * 577 shares 14.4%
    Corporation    
    Corporate Center    
    100 North Tryon Street    
    Charlotte, NC 28255    
 
APS   Bank of America, NA.* 373 shares 9.3%
    Bank of America    
    Corporate Center    
    100 North Tryon Street    
    Charlotte, NC 28255    
 
APS   Merrill Lynch Pierce Fenner 204 shares 5.1%
    & Smith Inc.*    
    4 World Financial Center    
    250 Vessy Street    
    New York, NY 10080    
 
APS   UBS AG 1,596 shares 39.90%
    Bahnhofstrasse 45    
    P.O. Box CH-8021    
    Zurich, Switzerland    

* These entities filed a combined Schedule 13G for the share amount and percentage shown for each.

As of March 24, 2010 Cede & Co. held of record approximately 91.5% of the outstanding Common Stock of the Fund and 100% of the outstanding shares of APS of the Fund.

Section 16(a) Beneficial Ownership Reporting Compliances

     To the Fund’s knowledge, all of its officers, Directors and holders of more than 10% of its Common Stock or APS complied with all filing requirements under Section 16(a) of the Securities Exchange Act of 1934, as amended, during the fiscal year ended September 30, 2009. In making this disclosure, the Fund has relied solely on written representations of such persons and on copies of reports that have been filed with the Securities and Exchange Commission.

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EXHIBIT B

NOMINATING COMMITTEE CHARTER AND PROCEDURES THE DREYFUS FAMILY OF FUNDS

(each, the “Fund”)

Organization

     The Nominating Committee (the “Committee”) of each Fund shall be composed solely of Directors/Trustees (“Directors”) who are not “interested persons” of the Fund as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”) (“Independent Directors”). The Board of Directors of the Fund (the “Board”) shall select the members of the Committee and shall designate the Chairperson of the Committee.

Responsibilities

The Committee shall select and nominate persons for election or appointment by the Board as Directors of the Fund.

Evaluation of Potential Nominees

     In evaluating a person as a potential nominee to serve as a Director of the Fund (including any nominees recommended by shareholders as provided below), the Committee shall consider, among other factors it may deem relevant:

     While the Committee is solely responsible for the selection and nomination of Directors, the Committee may consider nominees recommended by Fund shareholders. The Committee will consider recommendations for nominees from shareholders sent to the Secretary of the Fund c/o The Dreyfus Corporation Legal Department, 200 Park Avenue, 8th Floor West, New York, New York 10166. A nomination submission must include all information relating to the recommended nominee that is required to be disclosed in solicitations or proxy statements for the election of Directors, as well as information sufficient to evaluate the factors listed above. Nomination submissions must be accompanied by a written consent of the individual to stand for election if nominated by the Board and to serve if elected by the shareholders, and such additional information must be provided regarding the recommended nominee as reasonably requested by the Committee.

Nomination of Directors

     After a determination by the Committee that a person should be selected and nominated as a Director of the Fund, the Committee shall present its recommendation to the full Board for its consideration.

Review of Charter and Procedures

The Committee shall review the charter and procedures from time to time, as it considers appropriate.

Adopted: March 2004

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EXHIBIT C

REPORT OF THE AUDIT COMMITTEE

Dreyfus Municipal Income, Inc.
(the “Fund”)

November 20, 2009

     The audit committee oversees the Fund’s financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process including the systems of internal controls. In fulfilling its oversight responsibilities, the committee reviewed the audited financial statements in the Annual Report with management.

     The committee reviewed with the independent registered public accounting firm (the “independent auditors” or “auditors”), who are responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, their judgments as to the quality, not just the acceptability, of the Fund’s accounting principles and such other matters as are required to be discussed with the committee under the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”). In addition, the committee has discussed with the independent auditors the auditors’ independence from management and the Fund including the auditors’ letter and the matters in the written disclosures required by the PCAOB, and considered the compatibility of non-audit services with the auditors’ independence.

     The committee discussed with the independent auditors the overall scope and plan for the audit. The committee meets with the independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of the Fund’s internal controls, and the overall quality of the Fund’s financial reporting.

     In reliance on the reviews and discussions referred to above, the committee recommended to the Board of Directors (and the Board has approved) that the audited financial statements for the Fund be included in the Fund’s Annual Report to Stockholders for the year ended September 30, 2009.

Clifford L. Alexander, Jr., Audit Committee Chair
George L. Perry, Audit Committee Member
David W. Burke, Audit Committee Member

Joseph S. DiMartino, Audit Committee Member
Whitney I. Gerard, Audit Committee Member
Nathan Leventhal, Audit Committee Member
Benaree Pratt Wiley, Audit Committee Member

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