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 Funds 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 Funds 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 Funds most recent Annual and Semi-Annual Reports to Stockholders, are available at http://www.dreyfus.com/closedendfund.htm.
PROPOSAL 1: ELECTION OF DIRECTORS
The Funds 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 Funds 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 Funds Directors not standing for election at the meeting (the Continuing Directors), information on each Nominees and Continuing Directors ownership of Fund shares and other relevant information is set forth on Exhibit A.
Under the terms of the Funds 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 Funds accounting and financial reporting processes and the audits of the Funds financial statements and (2) to assist in the Board of Directors oversight of the integrity of the Funds financial statements, the Funds compliance with legal and regulatory requirements and the qualifications, independence and performance of the Funds independent registered public accounting firm. A copy of the Funds Audit Committee Charter, which describes the audit committees purposes, duties and powers, is available at www.dreyfus.com.
The Funds 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 Funds Nominating Committee Charter and Procedures is not available on the Funds 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 Funds investments.
The Funds audit commitee met six times and its nominating committee met once during the fiscal year ended September 30, 2009. The Funds compensation and pricing committees did not meet during the Funds 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 Nominees 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 Funds 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 Funds meeting for the election of Directors.
ADDITIONAL INFORMATION
Selection of Independent Registered Public Accounting Firm
The 1940 Act requires that the Funds 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 Funds independent auditors. At a meeting held on July 14, 2009, the Funds audit committee approved, and the Funds 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 Funds 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 Funds organization. After reviewing the Funds audited financial statements for the fiscal year ended September 30, 2009, the Funds audit committee recommended to the Funds Board that such statements be included in the Funds Annual Report to stockholders. A copy of the committees 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 Funds 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 Funds 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 Funds 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&Ys independence. Pre-approvals pursuant to the Policy are considered annually.
4
Auditor Independence. The Funds 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&Ys 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 Funds 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 Funds 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 Funds 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 stockholders 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 Funds proxy statement and proxy card in the mail. Within 72 hours of receiving a stockholders solicited telephonic voting instructions, a confirmation will be sent to the stockholder to ensure that the vote has been taken in accordance with the stockholders instructions and to provide a telephone number to call immediately if the stockholders 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 Funds 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 Funds 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 Funds proxy statement for the Funds 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 Funds 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 Directors and Nominees ownership of shares of the
Funds 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
The Fund held 5 Board meetings and held 6 audit committee meetings during the last fiscal year.
The Fund does not have a formal policy regarding Directors attendance at annual meetings of stockholders. None of the Directors attended last years annual meeting.
All Continuing Directors and Nominees attended at least 75% of all Board and committee meetings, as applicable, held in the last fiscal year during the period for which they were Board members. Mr. Leventhal and Ms. Wiley were elected as Class II and Class III
Directors, respectively, by the Board in 2009 and did not serve a full fiscal year.
Compensation Table. The aggregate amount of compensation paid to each Continuing Director by the Fund for the
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 Directors 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 Funds outstanding shares.
As of March 24, each Funds Directors and officers, as a group, owned less than 1% of the Funds 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 funds 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 Funds 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:
the character and integrity of the person;
whether or not the person is qualified under applicable laws and regulations to serve as a Director of the Fund;
whether or not the person has any relationships that might impair his or her service on the Board;
whether nomination of the person would be consistent with Fund policy and applicable laws and regulations regard- ing the number and percentage of Independent Directors on the Board;
whether or not the person serves on boards of, or is otherwise affiliated with, competing financial service organiza- tions or their related fund complexes;
whether or not the person is willing to serve and is willing and able to commit the time necessary for the perfor- mance of the duties and responsibilities of a Director of the Fund;
the contribution which the person can make to the Board and the Fund, in conjunctions with the other Directors, with consideration being given to the persons business and professional experience, education and such other fac- tors as the Committee may consider relevant; and
whether the Committee believes the person has the ability to apply sound and independent business judgment and would act in the interests of the Fund and its shareholders.
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
B-1
EXHIBIT C
REPORT OF THE AUDIT COMMITTEE
Dreyfus Municipal Income, Inc.
(the Fund)
November 20, 2009
The audit committee oversees the Funds 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 Funds 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 Funds internal controls, and the overall quality of the Funds 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 Funds 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
C-1
0424-PROXY-10