As filed with the Securities and Exchange Commission on May __, 1997
Registration No. 333-26513
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. 1 [X]
Post-Effective Amendment No. __ [__]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. __ [__]
(Check appropriate box or boxes.)
DREYFUS INSTITUTIONAL PREFERRED MONEY MARKET FUND
(Exact Name of Registrant as Specified in Charter)
c/o The Dreyfus Corporation
200 Park Avenue, New York, New York 10166
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 922-6000
Mark N. Jacobs, Esq.
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: As soon as practicable after
this Registration Statement is declared effective.
It is proposed that this filing will become effective (check appropriate
box)
immediately upon filing pursuant to paragraph (b)
----
on (date) pursuant to paragraph (b)
----
60 days after filing pursuant to paragraph (a)(i)
----
on (date) pursuant to paragraph (a)(i)
----
75 days after filing pursuant to paragraph (a)(ii)
----
on (date) pursuant to paragraph (a)(ii) of Rule 485
----
DREYFUS INSTITUTIONAL PREFERRED MONEY MARKET FUND
Cross-Reference Sheet Pursuant to Rule 495(a)
Items in
Part A of
Form N-1A Caption Page
_________ _______ ____
1 Cover Page Cover
2 Synopsis A-2
3 Condensed Financial Information *
4 General Description of Registrant A-3
5 Management of the Fund A-4
5(a) Management's Discussion of Fund's Performance *
6 Capital Stock and Other Securities A-8
7 Purchase of Securities Being Offered A-5
8 Redemption or Repurchase A-6
9 Pending Legal Proceedings *
Items in
Part B of
Form N-1A
_________
10 Cover Page Cover
11 Table of Contents Cover
12 General Information and History B-14
13 Investment Objectives and Policies B-2
14 Management of the Fund B-6
15 Control Persons and Principal B-6
Holders of Securities
16 Investment Advisory and Other B-9
Services
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
DREYFUS INSTITUTIONAL PREFERRED MONEY MARKET FUND
Cross-Reference Sheet Pursuant to Rule 495(a) (continued)
Items in
Part B of
Form N-1A Caption Page
_________ _______ _____
17 Brokerage Allocation B-12
18 Capital Stock and Other Securities B-14
19 Purchase, Redemption and Pricing B-10; B-11
of Securities Being Offered
20 Tax Status B-12
21 Underwriters B-10
22 Calculations of Performance Data B-13
23 Financial Statements B-17
Items in
Part C of
Form N-1A
_________
24 Financial Statements and Exhibits C-1
25 Persons Controlled by or Under C-2
Common Control with Registrant
26 Number of Holders of Securities C-2
27 Indemnification C-2
28 Business and Other Connections of C-3
Investment Adviser
29 Principal Underwriters C-9
30 Location of Accounts and Records C-12
31 Management Services C-12
32 Undertakings C-12
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
PROSPECTUS June 9, 1997
DREYFUS INSTITUTIONAL PREFERRED MONEY MARKET FUND
DREYFUS INSTITUTIONAL PREFERRED MONEY MARKET FUND (THE "FUND") IS AN
OPEN-END, DIVERSIFIED, MANAGEMENT INVESTMENT COMPANY, KNOWN AS A MONEY MARKET
MUTUAL FUND. THE FUND'S INVESTMENT OBJECTIVE IS TO PROVIDE INVESTORS WITH AS
HIGH A LEVEL OF CURRENT INCOME AS IS CONSISTENT WITH THE PRESERVATION OF
CAPITAL AND THE MAINTENANCE OF LIQUIDITY.
THE DREYFUS CORPORATION WILL SERVE AS THE FUND'S INVESTMENT ADVISER.
AN INVESTMENT IN THE FUND IS NEITHER INSURED NOR GUARANTEED BY THE
U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE FUND WILL BE ABLE TO
MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT THE FUND THAT
AN INVESTOR SHOULD KNOW BEFORE INVESTING. IT SHOULD BE READ AND RETAINED FOR
FUTURE REFERENCE.
THE STATEMENT OF ADDITIONAL INFORMATION, DATED JUNE 9, 1997, WHICH
MAY BE REVISED FROM TIME TO TIME, PROVIDES A FURTHER DISCUSSION OF CERTAIN
AREAS IN THIS PROSPECTUS AND OTHER MATTERS WHICH MAY BE OF INTEREST TO SOME
INVESTORS. IT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND
IS INCORPORATED HEREIN BY REFERENCE. THE SECURITIES AND EXCHANGE COMMISSION
MAINTAINS A WEB SITE (HTTP://WWW.SEC.GOV) THAT CONTAINS THE STATEMENT OF
ADDITIONAL INFORMATION, MATERIAL INCORPORATED BY REFERENCE, AND OTHER
INFORMATION REGARDING THE FUND. FOR A FREE COPY OF THE STATEMENT OF
ADDITIONAL INFORMATION, WRITE TO THE FUND AT 144 GLENN CURTISS BOULEVARD,
UNIONDALE, NEW YORK 11556-0144, OR CALL 1-800-346-3621.
MUTUAL FUND SHARES ARE NOT DEPOSITS OF OR OBLIGATIONS OF, OR
GUARANTEED OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY
OTHER AGENCY. ALL MUTUAL FUND SHARES INVOLVE CERTAIN INVESTMENT RISKS,
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
TABLE OF CONTENTS
PAGE
ANNUAL FUND OPERATING EXPENSES.............. 2
YIELD INFORMATION........................... 2
DESCRIPTION OF THE FUND..................... 3
MANAGEMENT OF THE FUND...................... 4
HOW TO BUY SHARES........................... 5
PAGE
HOW TO REDEEM SHARES................... 6
DIVIDENDS, DISTRIBUTIONS AND TAXES..... 7
GENERAL INFORMATION.................... 8
APPENDIX............................... 9
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
[Page 1]
<TABLE>
<CAPTION>
Annual Fund Operating Expenses
(as a percentage of average daily net assets)
<S> <C>
Management Fees ....................................................................... .10%
Total Fund Operating Expenses.......................................................... .10%
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
Example: 1 Year 3 Years
You would pay the following expenses on a $1,000
investment, assuming (1) 5% annual return and
(2) redemption at the end of each time period: $1 $3
</TABLE>
The amounts listed in the example should not be considered as
representative of future expenses and actual expenses may
be greater or less than those indicated. Moreover, while the example assumes
a 5% annual return, the Fund's actual performance will vary and may result in
an actual return greater or less than 5%.
The purpose of the foregoing table is to assist investors in
understanding the costs and expenses to be borne by the Fund, the payment of
which will reduce investors' annual return. The Dreyfus Corporation has
agreed to pay all of the Fund's expenses, except the management fee,
brokerage commissions, taxes, interest, fees and expenses of non-interested
Board members, fees and expenses of independent counsel to the Fund and to
the non-interested Board members, and extraordinary expenses. The Dreyfus Corp
oration also has agreed to reduce its management fee in an amount equal to
the accrued fees and expenses of the non-interested Board members, and fees
and expenses of independent counsel to the Fund and to the non-interested
Board members. See "Management of the Fund."
Yield Information
From time to time, the Fund will advertise its yield and effective
yield. Both yield figures are based on historical earnings and are not
intended to indicate future performance. It can be expected that these yields
will fluctuate substantially. The yield of the Fund refers to the income
generated by an investment in the Fund over a seven-day period (which period
will be stated in the advertisement). This income is then annualized. That
is, the amount of income generated by the investment during that week is
assumed to be generated each week over a 52-week period and is shown as a
percentage of the investment. The effective yield is calculated similarly,
but, when annualized, the income earned by an investment in the Fund is
assumed to be reinvested. The effective yield will be slightly higher than
the yield because of the compounding effect of this assumed reinvestment. The
Fund's yield and effective yield may reflect absorbed expenses pursuant to
any undertaking that may be in effect. See "Management of the Fund."
Yield information is useful in reviewing the Fund's performance, but
because yields will fluctuate, under certain conditions such information may
not provide a basis for comparison with domestic bank deposits, other
investments which pay a fixed yield for a stated period of time, or other
investment companies which may use a different method of computing yield.
Comparative performance information may be used from time to time in
advertising or marketing the Fund's shares, including data from Lipper
Analytical Services, Inc., Bank Rate Monitortrademark, IBC's Money Fund
Reporttrademark, Morningstar, Inc. and other industry publications.
[Page 2]
Description of the Fund
INVESTMENT OBJECTIVE
The Fund's investment objective is to provide investors with as
high a level of current income as is consistent with the preservation of
capital and the maintenance of liquidity. It cannot be changed without
approval by the holders of a majority (as defined in the 1940 Act) of the
Fund's outstanding voting shares. There can be no assurance that the Fund's
investment objective will be achieved. Securities in which the Fund invests
may not earn as high a level of current income as long-term or lower quality
securities which generally have less liquidity, greater market risk and more
fluctuation in market value.
MANAGEMENT POLICIES
The Fund invests in short-term money market obligations, including
securities issued or guaranteed by the U.S. Government or its agencies or
instrumentalities, U.S. dollar denominated time deposits, certificates of
deposit, banker's acceptances and other short-term obligations issued by
domestic banks, foreign subsidiaries or foreign branches of domestic banks,
domestic and foreign branches of foreign banks and thrift institutions,
repurchase agreements, asset-backed securities, and high quality domestic and
foreign commercial paper and other short-term corporate obligations,
including those with floating or variable rates of interest. See
"Appendix_Certain Portfolio Securities." In addition, the Fund is permitted
to lend portfolio securities and enter into reverse repurchase agreements.
See "Appendix_Investment Techniques." During normal market conditions, at
least 25% of the Fund's total assets will be invested in bank obligations.
See "Investment Considerations and Risks" below.
The Fund seeks to maintain a net asset value of $1.00 per share for
purchases and redemptions. To do so, the Fund uses the amortized cost method
of valuing its securities pursuant to Rule 2a-7 under the 1940 Act, which
Rule includes various maturity, quality, and diversification requirements,
certain of which are summarized below.
In accordance with Rule 2a-7, the Fund is required to maintain a
dollar-weighted average portfolio maturity of 90 days or less, purchase only
instruments having remaining maturities of 13 months or less and invest only
in U.S. dollar denominated securities determined in accordance with
procedures established by the Fund's Board to present minimal credit risks
and which are rated in one of the two highest rating categories for debt
obligations by at least two nationally recognized statistical rating organiza-
tions (or one rating organization if the instrument was rated only by one such
organization) or, if unrated, are of comparable quality as determined in
accordance with procedures established by the Board. Moreover, the Fund will
purchase only instruments so rated in the highest rating category or, if
unrated, of comparable quality as determined in accordance with procedures
established by the Fund's Board. The nationally recognized statistical rating
organizations currently rating instruments of the type the Fund may purchase
are Moody's Investors Service, Inc., Standard & Poor's Ratings Group, Duff &
Phelps Credit Rating Co., Fitch Investors Service, L.P., IBCA Limited and
IBCA Inc. and Thomson BankWatch, Inc. and their rating criteria are described
in the "Appendix" to the Statement of Additional Information.
For further information regarding the amortized cost method of
valuing securities, see "Determination of Net Asset Value" in the Statement
of Additional Information. There can be no assurance that the Fund will be
able to maintain a stable net asset value of $1.00 per share.
Investment Considerations and Risks
GENERAL _ The Fund attempts to increase yields by trading to take advantage
of short-term market variations. This policy is expected to result in high
portfolio turnover but should not adversely affect the Fund since the Fund
usually does not pay brokerage commissions when it purchases short-term
obligations. The value of the portfolio securities held by the Fund will vary
inversely to changes in prevailing interest rates. Thus, if interest rates
have increased from the time a security was purchased, such security, if
sold, might be sold at a price less than its cost. Similarly, if interest
rates have declined from the time a security was purchased, such security, if
sold, might be sold at a price greater than its purchase cost. In either
instance, if the security was purchased at face value and held to maturity,
no gain or loss would be realized.
[Page 3]
BANK SECURITIES _ To the extent the Fund's investments are concentrated in
the banking industry, the Fund will have correspondingly greater exposure to
the risk factors which are characteristic of such investments. Sustained
increases in interest rates can adversely affect the availability or
liquidity and cost of capital funds for a bank's lending activities, and a
deterioration in general economic conditions could increase the exposure to
credit losses. In addition, the value of and the investment return on the
Fund's shares could be affected by economic or regulatory developments in or
related to the banking industry, which industry also is subject to the
effects of competition within the banking industry as well as with other
types of financial institutions. The Fund, however, will seek to minimize its
exposure to such risks by investing only in debt securities which are
determined to be of highest quality.
FOREIGN SECURITIES _ Since the Fund's portfolio may contain securities
issued by foreign subsidiaries or foreign branches of domestic banks,
domestic and foreign branches of foreign banks, and commercial paper issued
by foreign issuers, the Fund may be subject to additional investment risks
with respect to such securities that are different in some respects from
those incurred by a fund which invests only in debt obligations of U.S.
domestic issuers, although such obligations may be higher yielding when
compared to the securities of U.S. domestic issuers. Such risks include
possible future political and economic developments, seizure or
nationalization of foreign deposits, imposition of foreign withholding taxes
on interest income payable on the securities, establishment of exchange
controls, or adoption of other foreign governmental restrictions which might
adversely affect the payment of principal and interest on these securities .
SIMULTANEOUS INVESTMENTS _ Investment decisions for the Fund are made
independently from those of other investment companies advised by The Dreyfus
Corporation. If, however, such other investment companies desire to invest
in, or dispose of, the same securities as the Fund, available investments or
opportunities for sales will be allocated equitably to each investment
company. In some cases, this procedure may adversely affect the size of the
position obtained for or disposed of by the Fund or the price paid or
received by the Fund.
Management of the Fund
INVESTMENT ADVISER _ The Dreyfus Corporation, located at 200 Park Avenue,
New York, New York 10166, was formed in 1947 and serves as the Fund's
investment adviser. The Dreyfus Corporation is a wholly-owned subsidiary of
Mellon Bank, N.A., which is a wholly-owned subsidiary of Mellon Bank
Corporation ("Mellon"). As of April 30, 1997, The Dreyfus Corporation managed
or administered approximately $83 billion in assets for approximately 1.7
million investor accounts nationwide.
The Dreyfus Corporation supervises and assists in the overall
management of the Fund's affairs under a Management Agreement with the Fund,
subject to the overall authority of the Fund's Board in accordance with
Massachusetts law.
Mellon is a publicly owned multibank holding company incorporated
under Pennsylvania law in 1971 and registered under the Federal Bank Holding
Company Act of 1956, as amended. Mellon provides a comprehensive range of
financial products and services in domestic and selected international
markets. Mellon is among the twenty-five largest bank holding companies in
the United States based on total assets. Mellon's principal wholly-owned
subsidiaries are Mellon Bank, N.A., Mellon Bank (DE) National Association,
Mellon Bank (MD), The Boston Company, Inc., AFCO Credit Corporation and a
number of companies known as Mellon Financial Services Corporations. Through
its subsidiaries, including The Dreyfus Corporation, Mellon managed more than
$259 billion in assets as of March 31, 1997, including approximately $88
billion in mutual fund assets. As of March 31, 1997, Mellon, through various
subsidiaries, provided non-investment services, such as custodial or
administration services, for more than $1.061 trillion in assets, including
approximately $58 billion in mutual fund assets.
Under the terms of the Management Agreement, The Dreyfus Corporation
receives a monthly fee at an annual rate of .10 of 1% of the value of the
average daily net assets of the Fund. The Dreyfus Corporation pays all of the
Fund's expenses, except the management fee, brokerage commissions, taxes,
interest, fees and expenses of non-interested Board members, fees and
expenses of independent counsel to the Fund and to the non-interested Board
members and extraordinary expenses. The Dreyfus Corporation also has agreed
to
[Page 4]
reduce its management fee in an amount equal to the accrued fees and expenses
of the non-interested Board members, and fees and expenses of independent
counsel to the Fund and to the non-interested Board members. From time to
time, The Dreyfus Corporation may waive receipt of its management fee and/or
voluntarily assume certain additional expenses of the Fund, which would have
the effect of lowering the expense ratio of the Fund and increasing yield to
investors. The Fund will not reimburse The Dreyfus Corporation for any
amounts it may waive, nor will the Fund reimburse The Dreyfus Corporation for
any amounts it may assume.
DISTRIBUTOR _ The Fund's distributor is Premier Mutual Fund Services, Inc.
(the "Distributor"), located at 60 State Street, Boston, Massachusetts 02109.
The Distributor's ultimate parent is Boston Institutional Group, Inc.
TRANSFER AND DIVIDEND DISBURSING AGENT AND CUSTODIAN _ Dreyfus Transfer,
Inc., a wholly-owned subsidiary of The Dreyfus Corporation, P.O. Box 9671,
Providence, Rhode Island 02940-9671, is the Fund's Transfer and Dividend
Disbursing Agent (the "Transfer Agent"). The Bank of New York, 90 Washington
Street, New York, New York 10286, is the Fund's Custodian (the "Custodian").
How to Buy Shares
The Fund is designed for institutional investors, particularly
colleges and universities for the investment of endowment and other funds.
Fund shares will not be sold to institutions which desire to use the Fund as
a commercial sweep account.
The minimum initial investment is $1 billion, unless the investor
has, in the opinion of Dreyfus Institutional Services Division, a division of
Dreyfus Service Corporation, adequate intent and availability of funds to
reach a future level of investment of $1 billion. There is no minimum for
subsequent purchases. The initial investment must be accompanied by the
Account Application. Stock certificates are issued only upon the investor's
written request. No certificates are issued for fractional shares. The Fund
reserves the right to reject any purchase order.
Fund shares may be purchased by wire, by telephone or through a
compatible automated interface or trading system. All payments should be made
in U.S. dollars and, to avoid fees and delays, should be drawn only on U.S.
banks. To place an order by telephone, or to determine whether their computer
facilities are compatible with the Fund's, investors should telephone Dreyfus
Institutional Services Division at one of the telephone numbers listed under
"General Information" in this Prospectus.
Fund shares are sold on a continuous basis at the net asset value per
share next determined after an order in proper form and Federal Funds (monies
of member banks in the Federal Reserve System which are held on deposit at a
Federal Reserve Bank) are received by the Custodian or by any agent or entity
subject to the direction of such agents. If an investor does not remit
Federal Funds, its payment must be converted into Federal Funds. This usually
occurs within one business day of receipt of a bank wire and within two
business days of receipt of a check drawn on a member bank of the Federal
Reserve System. Checks drawn on banks which are not members of the Federal
Reserve System may take considerably longer to convert into Federal Funds.
Prior to receipt of Federal Funds, the investor's money will not be invested.
The Fund's net asset value per share is determined as of 5:00 p.m.,
New York time, on each day the New York Stock Exchange or the Transfer Agent
is open for business. Net asset value per share is computed by dividing the
value of the Fund's net assets (i.e., the value of its assets less
liabilities) by the total number of shares outstanding. See "Determination of
Net Asset Value" in the Statement of Additional Information.
Investors whose orders are placed and payments are received in or
converted into Federal Funds by the Custodian by 12:00 Noon, New York time,
will become effective at the price determined at 5:00 p.m., New York time,
and will receive the dividend declared on such day. Except as described
below, investors whose payments are received in or converted into Federal
Funds after 12:00 Noon, New York time, by the Custodian, will begin to accrue
dividends on the following business day.
Orders placed with Dreyfus Institutional Services Division in New
York after 12:00 Noon, New York time, but prior to 5:00 p.m., New York time,
and payments for which are received by the Custodian by 6:00 p.m., New York
time, will become effective at the price determined at 5:00 p.m., New York
time, and the shares so purchased will receive the dividend declared on such
day.
[Page 5]
Federal regulations require that an investor provide a certified
Taxpayer Identification Number ("TIN") upon opening or
reopening an account. See "Dividends, Distributions and Taxes" and the Fund's
Account Application for further information concerning this requirement.
Failure to furnish a certified TIN to the Fund could subject the shareholder
to a $50 penalty imposed by the Internal Revenue Service (the "IRS").
HOW TO REDEEM SHARES
GENERAL
Investors may request redemption of their shares at any time and
the shares will be redeemed at the next determined net asset value.
The Fund imposes no charges when shares are redeemed. Any stock
certificates representing Fund shares being redeemed must be submitted with
the redemption request. The value of the shares redeemed may be more or less
than their original cost, depending upon the Fund's then-current net asset
value.
If a request for redemption is received in proper form, and
transmitted to the Custodian in New York by 5:00 p.m., New York time, the
proceeds of the redemption, if transfer by wire is requested, ordinarily will
be transmitted in Federal Funds on the same day and the shares will not
receive the dividend declared on that day. If the request is received later
that day in New York, the shares will receive the dividend declared on that
day and the proceeds of redemption, if wire transfer is requested, ordinarily
will be transmitted in Federal Funds on the next business day.
The Fund ordinarily will make payment for all shares redeemed within
seven days after receipt by Dreyfus Institutional Services Division of a
redemption request in proper form, except as provided by the rules of the
Securities and Exchange Commission.
PROCEDURES
Investors may redeem Fund shares by wire or telephone, or through a
compatible automated interface or trading system, as described below.
If an investor selects a telephone redemption privilege (which is
granted automatically unless the investor refuses it), the investor
authorizes the Transfer Agent to act on telephone instructions from any
person representing himself or herself to be an authorized representative of
the investor, and reasonably believed by the Transfer Agent to be genuine.
The Fund will require the Transfer Agent to employ reasonable procedures,
such as requiring a form of personal identification, to confirm that instruc-
tions are genuine and, if they do not follow such procedures, the Fund or the
Transfer Agent may be liable for any losses due to unauthorized or fraudulent
instructions. Neither the Fund nor the Transfer Agent will be liable for
following telephone instructions reasonably believed to be genuine.
During times of drastic economic or market conditions, investors may
experience difficulty in contacting the Fund or its agents by telephone to
request a redemption or exchange of Fund shares. In such cases, investors
should consider using the other redemption procedures described herein.
REDEMPTION BY WIRE OR TELEPHONE _ Investors may redeem Fund shares by wire
or telephone. The redemption proceeds will be paid by wire transfer.
Investors can redeem shares by telephone by calling one of the telephone
numbers listed under "General Information." The Fund reserves the right to
refuse any request made by wire or telephone and may limit the amount
involved or the number of telephone redemptions. This procedure may be
modified or terminated at any time by the Transfer Agent or the Fund. The
Statement of Additional Information sets forth instructions for redeeming
shares by wire. Shares for which certificates have been issued may not be
redeemed by wire or telephone.
REDEMPTION THROUGH COMPATIBLE AUTOMATED FACILITIES _ The Fund makes
available to institutions the ability to redeem shares through a compatible
automated interface or trading system. Investors desiring to redeem shares in
this manner should call Dreyfus Institutional Services Division at one of the
telephone numbers listed under "General Information" to determine whether
their automated facilities are compatible and to receive instructions for
redeeming shares in this manner.
[Page 6]
Dividends, Distributions and Taxes
The Fund ordinarily declares dividends from net investment income on
each day the New York Stock Exchange or the Transfer Agent is open for
business. Fund shares begin earning income dividends on the day the purchase
order is effective. Dividends usually are paid on the last calendar day of
each month, and are automatically reinvested in additional Fund shares at net
asset value or, at the investor's option, paid in cash. The Fund's earnings
for Saturdays, Sundays and holidays are declared as dividends on the
preceding business day. If an investor redeems all shares in its account at
any time during the month, all dividends to which the investor is entitled
are paid along with the proceeds of the redemption. Distributions from net
realized securities gains, if any, generally are declared and paid once a
year, but the Fund may make distributions on a more frequent basis to comply
with the distribution requirements of the Internal Revenue Code of 1986, as
amended (the "Code"), in all events in a manner consistent with the
provisions of the 1940 Act. The Fund will not make distributions from net
realized securities gains unless capital loss carryovers, if any, have been
utilized or have expired. Investors may choose whether to receive
distributions in cash or to reinvest in additional Fund shares at net asset
value. All expenses are accrued daily and deducted before declaration of
dividends to investors.
Dividends derived from net investment income, together with
distributions from any net realized short-term securities gains and gains
from the sale or other disposition of certain market discount bonds, paid by
the Fund are taxable as ordinary income, whether received in cash or
reinvested in Fund shares, if the owner of Fund shares is a citizen or
resident of the United States. No dividend paid by the Fund will qualify for
the dividends received deduction allowable to certain U.S. corporations.
Distributions from net realized long-term securities gains of the Fund, if
any, generally are taxable as long-term capital gains for Federal income tax
purposes regardless of how long the owner of the Fund shares has held the
shares and whether such distributions are received in cash or reinvested in
additional Fund shares if the owner of Fund shares is a citizen or resident
of the United States. The Code provides that the net capital gain of an
individual generally will not be subject to Federal income tax at a rate in
excess of 28%.
Dividends derived from net investment income, together with
distributions from net realized short-term securities gains and gains from
the sale or other disposition of certain market discount bonds, paid by the
Fund with respect to Fund shares beneficially owned by a foreign person
generally are subject to U.S. nonresident withholding taxes at the rate of
30%, unless the foreign person claims the benefit of a lower rate specified
in a tax treaty. Distributions from net realized long-term securities gains
paid by the Fund with respect to Fund shares beneficially owned by a foreign
person generally will not be subject to U.S. nonresident withholding tax.
However, such distributions may be subject to backup withholding, as
described below, unless the foreign person certifies his non-U.S. residency
status.
Notice as to the tax status of dividends and distributions will be
mailed to investors annually. Each investor also will receive periodic
summaries of such investor's account which will include information as to
dividends and distributions from securities gains, if any, paid during the
year.
Federal regulations generally require the Fund to withhold ("backup
withholding") and remit to the U.S. Treasury 31% of dividends and
distributions from net realized securities gains of the Fund paid to a
shareholder if such shareholder fails to certify either that the TIN
furnished in connection with opening an account is correct, or that such
shareholder has not received notice from the IRS of being subject to backup
withholding as a result of a failure to properly report taxable dividend or
interest income on a Federal income tax return. Furthermore, the IRS may
notify the Fund to institute backup withholding if the IRS determines a
shareholder's TIN is incorrect or if a shareholder has failed to properly
report taxable dividend and interest income on a Federal income tax return.
A TIN is either the Social Security number or employer identification
number of the record owner of the account. Any tax withheld as a result of
backup withholding does not constitute an additional tax imposed on the
record owner of the account, and may be claimed as a credit on the record
owner's Federal income tax return.
It is expected that the Fund will qualify as a "regulated investment
company" under the Code so long as such qualification is in the best
interests of its shareholders. Such qualification relieves the Fund of any
liabili
[Page 7]
ty for Federal income tax to the extent its earnings are distributed in
accordance with applicable provisions of the Code. The Fund is subject to a
non-deductible 4% excise tax, measured with respect to certain undistributed
amounts of taxable investment income and capital gains.
Each investor should consult its tax adviser regarding specific
questions as to Federal, state or local taxes.
General Information
The Fund is organized as an unincorporated business trust under the
laws of the Commonwealth of Massachusetts, pursuant to an Amended and
Restated Agreement and Declaration of Trust, and has not engaged in active
business to the date of this Prospectus. The Fund is authorized to issue an
unlimited number of shares of beneficial interest, par value $.001 per share.
Each share has one vote.
Under Massachusetts law, shareholders could, under certain
circumstances, be held liable for the obligations of the Fund. However, the
Fund's Amended and Restated Agreement and Declaration of Trust (the "Trust
Agreement") disclaims shareholder liability for acts or obligations of the
Fund and requires that notice of such disclaimer be given in each agreement,
obligation or instrument entered into or executed by the Fund or its
Trustees. The Trust Agreement provides for indemnification from the Fund's pro
perty for all losses and expenses of any shareholder held personally liable
for the obligations of the Fund. Thus, the risk of a shareholder's incurring
financial loss on account of shareholder liability is limited to
circumstances in which the Fund itself would be unable to meet its
obligations, a possibility which management believes is remote. Upon payment
of any liability incurred by a Fund organized as a Massachusetts business
trust, the shareholder paying such liability will be entitled to reimbursement
from the general assets of the Fund. The Fund intends to conduct its
operations in such a way so as to avoid, as far as possible, ultimate
liability of its shareholders for liabilities of the Fund. As described under
"Management of the Fund" in the Statement of Additional Information,
ordinarily, the Fund does not hold shareholder meetings; however,
shareholders under certain circumstances may have the right to call a meeting
of shareholders for the purpose of voting to remove Trustees.
The Transfer Agent maintains a record of each investor's ownership
and sends confirmations and statements of account.
Shareholder inquiries may be made by writing to the Fund at 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144, or, by calling in New York
State, 1-718-895-1650 or, outside New York State, 1-800-346-3621.
[Page 8]
APPENDIX
INVESTMENT TECHNIQUES
BORROWING MONEY _ The Fund is permitted to borrow to the extent permitted
under the 1940 Act, which permits an investment company to borrow in an
amount up to 331\3% of the value of its total assets. Except for when the
Fund enters into reverse repurchase agreements, as described below, the Fund
currently intends to borrow money only for temporary or emergency (not
leveraging) purposes in an amount up to 15% of the value of its total assets
(including the amount borrowed) valued at the lesser or cost or market, less
liabilities (not including the amount borrowed) at the time the borrowing is
made. While such borrowings exceed 5% of the value of the Fund's total assets,
the Fund will not make any additional investments. In addition, the Fund may
borrow for investment purposes on a secured basis through entering into
reverse repurchase agreements as described below.
REVERSE REPURCHASE AGREEMENTS _ The Fund may enter into reverse repurchase
agreements with banks, brokers or dealers. Reverse repurchase agreements
involve the transfer by the Fund of an underlying debt instrument in return
for cash proceeds based on a percentage of the value of the security. The
Fund retains the right to receive interest and principal payments on the
security. The Fund will use the proceeds of reverse repurchase agreements
only to make investments which generally either mature or have a demand
feature to resell to the issuer at a date simultaneous with or prior to the
expiration of the reverse repurchase agreement. At an agreed upon future
date, the Fund repurchases the security, at principal, plus accrued interest.
As a result of these transactions, the Fund is exposed to greater potential
fluctuations in the value of its assets and its net asset value per share.
These borrowings will be subject to interest costs which may or may not be
recovered by appreciation of the securities purchased; in certain cases, inter
est costs may exceed the return received on the securities purchased. Reverse
repurchase agreements constitute borrowings under the 1940 Act and,
therefore, together with other borrowings, will be subject to the limitations
on borrowing set forth in the 1940 Act.
LENDING PORTFOLIO SECURITIES _ The Fund may lend securities from its
portfolio to brokers, dealers and other financial institutions needing to
borrow securities to complete certain transactions. The Fund continues to be
entitled to payments in amounts equal to the interest or other distributions
payable on the loaned securities which affords the Fund an opportunity to
earn interest on the amount of the loan and on the loaned securities'
collateral. Loans of portfolio securities may not exceed 331/3% of the value
of the Fund's total assets, and the Fund will receive collateral consisting
of cash or U.S. Government securities which will be maintained at all times
in an amount equal to at least 100% of the current market value of the loaned
securities. Such loans are terminable by the Fund at any time upon specified
notice. The Fund might experience risk of loss if the institution with which
it has engaged in a portfolio loan transaction breaches its agreement with
the Fund.
FORWARD COMMITMENTS _ The Fund may purchase money market instruments on a
forward commitment or when-issued basis, which means that delivery and
payment take place a number of days after the date of the commitment to
purchase. The payment obligation and the interest rate receivable on a
forward commitment or when-issued security are fixed when the Fund enters
into the commitment, but the Fund does not make payment until it receives
delivery from the counterparty. The Fund will commit to purchase such
securities only with the intention of actually acquiring the securities, but
the Fund may sell these securities before the settlement date if it is deemed
advisable. A segregated account of the Fund consisting of permissible liquid
assets at least equal at all times to the amount of the commitments will be
established and maintained at the Fund's custodian bank.
CERTAIN PORTFOLIO SECURITIES
U.S. GOVERNMENT SECURITIES _ The Fund may invest in U.S. Treasury securities
and other securities issued or guaranteed by the U.S. Government or its
agencies or instrumentalities. These securities differ in their interest
rates, maturities and times of issuance. Some obligations issued or
guaranteed by U.S. Government agencies and instrumentalities are supported by
the full faith and credit of the U.S. Treasury; others by the right of the
issuer to borrow from the Treasury; others by discretionary authority of the
U.S. Government to purchase certain obligations of the agency or
instrumentality; and others only by the credit of
[Page 9]
the agency or instrumentality. These securities bear fixed, floating or
variable rates of interest. While the U.S. Government currently provides
financial support to such U.S. Government-sponsored agencies or
instrumentalities, no assurance can be given that it will always do so, since
it is not so obligated by law.
REPURCHASE AGREEMENTS _ The Fund may enter into repurchase agreements with
certain banks and non-bank dealers. In a repurchase agreement, the Fund buys,
and the seller agrees to repurchase, a security at a mutually agreed upon
time and price (usually within seven days). The repurchase agreement thereby
determines the yield during the purchaser's holding period, while the
seller's obligation to repurchase is secured by the value of the underlying
security. Repurchase agreements could involve risks in the event of a default
or insolvency of the other party to the agreement, including possible delays
or restrictions upon the Fund's ability to dispose of the underlying
securities.
BANK OBLIGATIONS _ The Fund may purchase certificates of deposit, time
deposits, bankers' acceptances and other short-term obligations issued by
domestic banks, foreign subsidiaries or foreign branches of domestic banks,
domestic and foreign branches of foreign banks, domestic savings and loan
associations and other banking institutions. With respect to such securities
issued by foreign subsidiaries or foreign branches of domestic banks, and
domestic and foreign branches of foreign banks, the Fund may be subject to
additional investment risks that are different in some respects from those
incurred by a fund which invests only in debt obligations of U.S. domestic
issuers. See "Description of the Fund_Investment Considerations and
Risks_Foreign Securities."
Certificates of deposit are negotiable certificates evidencing the
obligation of a bank to repay funds deposited with it for a specified period
of time.
Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time (in no event longer than seven
days) at a stated interest rate.
Bankers' acceptances are credit instruments evidencing the obligation
of a bank to pay a draft drawn on it by a customer. These instruments reflect
the obligation both of the bank and the drawer to pay the face amount of the
instrument upon maturity. The other short-term obligations may include
uninsured, direct obligations bearing fixed, floating or variable interest
rates.
COMMERCIAL PAPER _ Commercial paper consists of short-term, unsecured
promissory notes issued to finance short-term credit needs. The commercial
paper purchased by the Fund will consist only of direct obligations issued by
domestic and foreign entities. The other corporate obligations in which the
Fund may invest consist of high quality, U.S. dollar denominated short-term
bonds and notes (including variable amount master demand notes).
FLOATING AND VARIABLE RATE OBLIGATIONS _ The Fund may purchase floating and
variable rate demand notes and bonds, which are obligations ordinarily having
stated maturities in excess of 13 months, but which permit the holder to
demand payment of principal at any time, or at specified intervals not
exceeding 13 months, in each case upon not more than 30 days' notice.
Variable rate demand notes include master demand notes which are obligations
that permit the Fund to invest fluctuating amounts, at varying rates of
interest, pursuant to direct arrangements between the Fund, as lender, and
the borrower. These obligations permit daily changes in the amounts borrowed.
Because these obligations are direct lending arrangements between the lender
and borrower, it is not contemplated that such instruments generally will be
traded, and there generally is no established secondary market for these
obligations, although they are redeemable at face value, plus accrued
interest. Accordingly, where these obligations are not secured by letters of
credit or other credit support arrangements, the Fund's right to redeem is
dependent on the ability of the borrower to pay principal and interest on
demand.
ASSET-BACKED SECURITIES _ The asset-backed securities in which the Fund may
invest are securities issued by special purpose entities whose primary assets
consist of a pool of mortgages, loans, receivables or other assets. Payment
of principal and interest may depend largely on the cash flows generated by
the assets backing the securities and in certain cases, supported by letters
of credit, surety bonds or other forms of credit or liquidity enhancements.
The value of these asset-backed securities also may be affected by the
creditworthiness of the servicing agent for the pool of assets, the originator
of the loans or receivables or the financial institutions providing the credit
support.
[Page 10]
ILLIQUID SECURITIES _ The Fund may invest up to 10% of the value of its net
assets in securities as to which a liquid trading market does not exist,
provided such investments are consistent with the Fund's investment
objective. Such securities may include securities that are not readily
marketable, such as certain securities that are subject to legal or
contractual restrictions on resale, and repurchase agreements providing for
settlement in more than seven days after notice. As to these securities, the
Fund is subject to a risk that should the Fund desire to sell them when a
ready buyer is not available at a price the Fund deems representative of
their value, the value of the Fund's net assets could be adversely affected.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN THE
FUND'S OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF THE FUND'S
SHARES, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER IN ANY STATE IN WHICH, OR TO ANY PERSON TO WHOM,
SUCH OFFERING MAY NOT LAWFULLY BE MADE.
[Page 11]
PROSPECTUS
Dreyfus
Institutional
Preferred
Money Market
Fund
Copy Rights 1997 Dreyfus Service Corporation
194p000097
[Page 12]
DREYFUS INSTITUTIONAL PREFERRED MONEY MARKET FUND
PART B
(STATEMENT OF ADDITIONAL INFORMATION)
JUNE 9, 1997
This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current Prospectus
for Dreyfus Institutional Preferred Money Market Fund (the "Fund"), dated
June 9, 1997, as it may be revised from time to time. To obtain a copy of
the Fund's Prospectus, please write to the Fund at 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144, or call the following numbers:
In New York State -- Call 1-718-895-1650
Outside New York State -- Call Toll Free 1-800-346-3621
The Dreyfus Corporation (the "Manager") serves as the Fund's investment
adviser.
Premier Mutual Fund Services, Inc. (the "Distributor") serves as the
distributor of the Fund's shares.
TABLE OF CONTENTS
Page
Investment Objective and Management Policies B-2
Management of the Fund B-6
Management Agreement B-9
How to Buy Shares B-10
How to Redeem Shares B-10
Determination of Net Asset Value B-11
Dividends, Distributions and Taxes B-12
Portfolio Transactions B-12
Yield Information B-13
Information About the Fund B-14
Transfer and Dividend Disbursing Agent, Custodian,
Counsel and Independent Auditors B-14
Appendix B-15
Financial Statement B-17
Report of Independent Auditors B-18
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES
The following information supplements and should be read in conjunction
with the sections in the Fund's Prospectus entitled "Description of the
Fund" and "Appendix."
Portfolio Securities
Bank Obligations. Domestic commercial banks organized under Federal
law are supervised and examined by the Comptroller of the Currency and are
required to be members of the Federal Reserve System and to have their
deposits insured by the Federal Deposit Insurance Corporation (the "FDIC").
Domestic banks organized under state law are supervised and examined by
state banking authorities but are members of the Federal Reserve System only
if they elect to join. In addition, state banks whose certificates of
deposit ("CDs") may be purchased by the Fund are insured by the Bank
Insurance Fund administered by the FDIC (although such insurance may not be
of material benefit to the Fund, depending on the principal amount of the
CDs of each bank held by the Fund) and are subject to Federal examination
and to a substantial body of Federal law and regulation. As a result of
Federal or state laws and regulations, domestic branches of domestic banks
whose CDs may be purchased by the Fund are, among other things, generally
required to maintain specified levels of reserves, are limited in the
amounts which they can loan to a single borrower and are subject to other
regulation designed to promote financial soundness. However, not all of
such laws and regulations apply to the foreign branches of domestic banks.
Obligations of foreign branches of domestic banks, foreign subsidiaries
of domestic banks and domestic and foreign branches of foreign banks, such
as CDs and time deposits ("TDs"), may be general obligations of the parent
banks in addition to the issuing branch, or may be limited by the terms of a
specific obligation and governmental regulation. Such obligations are
subject to different risks than are those of domestic banks. These risks
include foreign economic and political developments, foreign governmental
restrictions that may adversely affect payment of principal and interest on
the obligations, foreign exchange controls and foreign withholding and other
taxes on interest income. Foreign branches and subsidiaries are not
necessarily subject to the same or similar regulatory requirements that
apply to domestic banks, such as mandatory reserve requirements, loan
limitations, and accounting, auditing and financial recordkeeping
requirements. In addition, less information may be publicly available about
a foreign branch of a domestic bank or about a foreign bank than about a
domestic bank.
Obligations of United States branches of foreign banks may be general
obligations of the parent bank in addition to the issuing branch, or may be
limited by the terms of a specific obligation or by Federal or state
regulation as well as governmental action in the country in which the
foreign bank has its head office. A domestic branch of a foreign bank with
assets in excess of $1 billion may or may not be subject to reserve
requirements imposed by the Federal Reserve System or by the state in which
the branch is located if the branch is licensed in that state.
In addition, Federal branches licensed by the Comptroller of the
Currency and branches licensed by certain states ("State Branches") may be
required to: (1) pledge to the regulator, by depositing assets with a
designated bank within the state, a certain percentage of their assets as
fixed from time to time by the appropriate regulatory authority; and (2)
maintain assets within the state in an amount equal to a specified
percentage of the aggregate amount of liabilities of the foreign bank
payable at or through all of its agencies or branches within the state. The
deposits of Federal and State Branches generally must be insured by the FDIC
if such branches take deposits of less than $100,000.
In view of the foregoing factors associated with the purchase of CDs
and TDs issued by foreign branches of domestic banks, by foreign
subsidiaries of domestic banks, by foreign branches of foreign banks or by
domestic branches of foreign banks, the Manager carefully evaluates such
investments on a case-by-case basis.
The Fund may purchase CDs issued by banks, savings and loan
associations and similar thrift institutions with less than $1 billion in
assets, whose deposits are insured by the FDIC, provided the Fund purchases
any such CD in a principal amount of not more than $100,000, which amount
would be fully insured by the Bank Insurance Fund or the Savings Association
Insurance Fund administered by the FDIC. Interest payments on such a CD are
not so insured. The Fund will not own more than one such CD per such
issuer.
Repurchase Agreements. The Fund's custodian will have custody of, and
will hold in a segregated account, securities acquired by the Fund under a
repurchase agreement. Repurchase agreements are considered by the staff of
Securities and Exchange Commission to be loans by the Fund. In an attempt
to reduce the risk of incurring a loss on a repurchase agreement, the Fund
will enter into repurchase agreements only with domestic banks with total
assets in excess of $1 billion, or primary government securities dealers
reporting to the Federal Reserve Bank of New York, with respect to
securities of the type in which the Fund may invest, and will require that
additional securities be deposited with it if the value of the securities
purchased should decrease below the resale price.
Illiquid Securities. Where a substantial market of qualified
institutional buyers develops for certain restricted securities purchased by
the Fund pursuant to Rule 144A under the Securities Act of 1933, as amended,
the Fund intends to treat such securities as liquid securities in accordance
with procedures approved by the Fund's Board. Because it is not possible to
predict with assurance how the market for restricted securities pursuant to
Rule 144A will develop, the Fund's Board has directed the Manager to monitor
carefully the Fund's investments in such securities with particular regard
to trading activity, availability of reliable price information and other
relevant information. To the extent that, for a period of time, qualified
institutional buyers cease purchasing restricted securities pursuant to Rule
144A, the Fund's investing in such securities may have the effect of
increasing the level of illiquidity in the Fund's portfolio during such
period.
Management Policies
Lending Portfolio Securities. In connection with its securities
lending transactions, the Fund may return to the borrower and/or a third
party, which is unaffiliated with the Fund, and which is acting as a
"placing broker," a part of the interest earned from the investment of
collateral received for securities loaned.
The Securities and Exchange Commission currently requires that the
following conditions must be met whenever portfolio securities are loaned:
(1) the Fund must receive at least 100% cash collateral from the borrower;
(2) the borrower must increase such collateral whenever the market value of
the securities rises above the level of such collateral; (3) the Fund must
be able to terminate the loan at any time; (4) the Fund must receive
reasonable interest on the loan, as well as any interest or other
distributions payable on the loaned securities, and any increase in market
value; and (5) the Fund may pay only reasonable custodian fees in connection
with the loan.
Reverse Repurchase Agreements. To the extent the Fund enters into a
reverse repurchase agreement, the Fund will maintain in a segregated account
consisting of permissible liquid assets at least equal to the aggregate
amount of its reverse repurchase obligations, plus accrued interest, in
certain cases, in accordance with releases promulgated by the Securities and
Exchange Commission. The Securities and Exchange Commission views reverse
repurchase transactions as collateralized borrowings by the Fund, and
pursuant to the Investment Company Act of 1940, as amended (the "1940 Act"),
the Fund must maintain continuous asset coverage (that is, total assets
including borrowings, less liabilities exclusive of borrowings) of 300% of
the amount borrowed. If the required coverage should decline as a result of
market fluctuations or other reasons, the Fund may be required to sell some
of its portfolio securities within three days to reduce the amount of its
borrowings and restore the 300% asset coverage, even though it may be
disadvantageous from an investment standpoint to sell securities at that
time. Reverse repurchase agreements constitute borrowings under the 1940
Act and, therefore, together with other borrowings, will be subject to the
limitations on borrowing set forth in the 1940 Act.
Forward Commitments. Securities purchased on a forward commitment or
when-issued basis are subject to changes in value (generally changing in the
same way, i.e., appreciating when interest rates decline and depreciating
when interest rates rise) based upon the public's perception of the
creditworthiness of the issuer and changes, real or anticipated, in the
level of interest rates. Securities purchased on a forward commitment or
when-issued basis may expose the Fund to risks because they may experience
such fluctuations prior to their actual delivery. Purchasing securities on
a when-issued basis can involve the additional risk that the yield available
in the market when the delivery takes place actually may be higher than that
obtained in the transaction itself. Purchasing securities on a forward
commitment or when-issued basis when the Fund is fully or almost fully
invested may result in greater potential fluctuation in the value of the
Fund's net assets and its net asset value per share.
Investment Restrictions
The Fund has adopted the investment restrictions numbered 1 through 9
as fundamental policies, which cannot be changed without approval by the
holders of a majority (as defined in the 1940 Act) of the Fund's outstanding
voting shares. Investment restrictions numbered 10 and 11 are not
fundamental policies and may be changed by vote of a majority of the Fund's
Board members at any time. The Fund may not:
1. Invest in commodities.
2. Borrow money, except to the extent permitted under the 1940 Act,
which currently limits borrowing to up to 33 1/3 % of the value of the
Fund's total assets.
3. Purchase or sell securities on margin.
4. Issue any senior security (as such term is defined in Section
18(f) of the 1940 Act).
5. Act as underwriter of securities of other issuers, except to the
extent the Fund may be deemed an underwriter under the Securities Act of
1933, as amended, by virtue of disposing of portfolio securities.
6. Purchase, hold or deal in real estate, or oil, gas, or other
mineral leases or exploration or development programs, but the Fund may
purchase and sell securities that are secured by real estate or issued by
companies that invest in or deal in real estate.
7. Make loans to others except through the purchase of debt
obligations and the entry into repurchase agreements. However, the Fund may
lend its portfolio securities in an amount not to exceed 33-1/3% of the
value of its total assets. Any loans of portfolio securities will be made
according to guidelines established by the Securities and Exchange
Commission and the Fund's Board.
8. Invest more than 5% of its assets in the obligations of any one
issuer, except that up to 25% of the value of the Fund's total assets may be
invested without regard to any such limitations.
9. Invest less than 25% of its total assets in securities issued by
banks or invest more than 25% in the securities of issuers in any other
industry, provided that there shall be no limitation on the purchase of
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities. Notwithstanding the foregoing, for temporary defensive
purposes the Fund may invest less than 25% of its assets in bank
obligations.
10. Pledge, mortgage, hypothecate or otherwise encumber its assets,
except to the extent necessary to secure permitted borrowings and to the
extent related to the deposit of assets in escrow in connection with the
purchase of securities on a when-issued or forward commitment basis.
11. Enter into repurchase agreements providing for settlement in more
than seven days after notice or purchase securities which are illiquid if,
in the aggregate, more than 10% of the value of the Fund's net assets would
be so invested.
If a percentage restriction is adhered to at the time of investment, a
later increase or decrease in percentage resulting from a change in values
or assets will not constitute a violation of that restriction.
MANAGEMENT OF THE FUND
Board members and officers of the Fund, together with information as to
their principal business occupations during at least the last five years,
are shown below.
Board Members of the Fund
JOSEPH S. DiMARTINO, Chairman of the Board. Since January 1995, Chairman of
the Board of various funds in the Dreyfus Family of Funds. He is also
Chairman of the Board of Directors of Noel Group, Inc., a venture
capital company; and a director of The Muscular Dystrophy Association,
HealthPlan Services Corporation, Belding Heminway Company, Inc., a
manufacturer and marketer of industrial threads and buttons, Curtis
Industries, Inc., a national distributor of security products,
chemicals, and automotive and other hardware, and Staffing Resources,
Inc. For more than five years prior to January 1995, he was President,
a director and, until August 1994, Chief Operating Officer of the
Manager and Executive Vice President and a director of Dreyfus Service
Corporation, a wholly-owned subsidiary of the Manager and, until August
24, 1994, the Fund's distributor. From August 1994 until December 31,
1994, he was a director of Mellon Bank Corporation. He is 53 years old
and his address is 200 Park Avenue, New York, New York 10166.
CLIFFORD L. ALEXANDER, JR., Board Member. President of Alexander &
Associates, Inc., a management consulting firm. From 1977 to 1981, Mr.
Alexander served as Secretary of the Army and Chairman of the Board of
the Panama Canal Company, and from 1975 to 1977, he was a member of the
Washington, D.C. law firm of Verner, Liipfert, Bernhard, McPherson and
Alexander. He is a director of American Home Products Corporation,
Cognizant Corporation, a service provider of marketing information and
information technology, The Dun & Bradstreet Corporation, MCI
Communications Corporation, Mutual of America Life Insurance Company
and TLC Beatrice International Holdings, Inc. He is 63 years old and
his address is 400 C Street, N.E., Washington, D.C. 20002.
LUCY WILSON BENSON, Board Member. President of Benson and Associates,
consultants to business and government. Mrs. Benson is a director of
COMSAT Corporation, General Re Corporation and Logistics Management
Institute. She is also a Trustee of the Alfred P. Sloan Foundation,
Vice Chairman of the Board of Trustees of Lafayette College, Vice
Chairman of the Citizens Network for Foreign Affairs, and a member of
the Council on Foreign Relations. Mrs. Benson served as a consultant
to the U.S. Department of State and to SRI International from 1980 to
1981. From 1977 to 1980, she was Under Secretary of State for Security
Assistance, Science and Technology. She is 69 years old and her
address is 46 Sunset Avenue, Amherst, Massachusetts 01002.
Ordinarily, meetings of shareholders for the purpose of electing Board
members will not be held unless and until such time as less than a majority
of the Board members holding office have been elected by shareholders, at
which time the Board members then in office will call a shareholders'
meeting for the election of board members. Under the 1940 Act, shareholders
of record of not less than two-thirds of the outstanding shares of the Fund
may remove a Board member through a declaration in writing or by vote cast
in person or by proxy at a meeting called for that purpose. The Board
members will call a meeting of shareholders for the purpose of voting upon
the question of removal of any such board member when requested in writing
to do so by the shareholders of record of not less than 10% of the Fund's
outstanding shares.
Board members are entitled to receive an annual retainer and a per meeting
fee and reimbursement for their expenses. Emeritus Board members are entitled
to receive an annual retainer and a per meeting fee of one-half the amount paid
to them as Board members. The Chairman of the Board receives an additional 25%
of the amount paid to Board members. The aggregate estimated amount of
compensation to be paid to each Board member by the Fund for its current fiscal
year, and the amount paid by all other funds in the Dreyfus Family of Funds for
which such person is a Board member (the number of which is set forth in
parenthesis next to each Board member's total compensation), for the calendar
year ended December 31, 1996, is as follows:
Aggregate Estimated Total Compensation From
Name of Board Compensation from Fund and Fund Complex
Member Fund Paid to Board Member
Joseph S. DiMartino $2,500 $517,075 (93)
Clifford Alexander $2,000 $ 82,436 (12)
Lucy Wilson Benson $2,000 $ 69,018 (13)
Officers of the Fund
MARIE E. CONNOLLY, President, Treasurer, and Trustee. President, Chief
Executive Officer, and a Director of the Distributor, and an officer
of other investment companies advised or administered by the Manager.
From December 1991 to July 1994, she was President and Chief
Compliance Officer of Funds Distributor, Inc., the ultimate parent of
which is Boston Institutional Group, Inc. She is 39 years old.
JOHN E. PELLETIER, Vice President and Secretary. Senior Vice President -
General Counsel of the Distributor and an officer of other investment
companies advised or administered by the Manager. From February 1992
to July 1994, he served as Counsel for The Boston Company Advisors,
Inc. He is 32 years old.
ELIZABETH A. KEELEY, Vice President and Assistant Secretary. Assistant
Vice President of the Distributor since September 1995, and an
officer of other investment companies advised or administered by the
Manager. She is 26 years old.
DOUGLAS C. CONROY, Vice President and Assistant Secretary. Supervisor of
Treasury Services and Administration of Funds Distributor, Inc., and
an officer of other investment companies advised or administered by
the Manager. From April 1993 to January 1995, he was a Senior Fund
Accountant for Investors Bank & Trust Company. From December 1991 to
March 1993, he was employed as a Fund Accountant at The Boston
Company, Inc. He is 27 years old.
MARK A. KARPE, Vice President and Assistant Secretary. Senior Paralegal of
the Distributor and an officer of other investment companies advised or
administered by the Manager. Prior to August 1993, he was employed as
an Associate Examiner at the National Association of Securities
Dealers, Inc. He is 27 years old.
RICHARD W. INGRAM, Vice President and Assistant Treasurer. Senior Vice
President and Director of Client Services and Treasury Operations of
Funds Distributor, Inc. and an officer of other investment companies
advised or administered by the Manager. From March 1994 to November
1995, he was Vice President and Division Manager for First Data
Investor Services Group. From 1989 to 1994, he was Vice President,
Assistant Treasurer and Tax Director of Mutual Funds of The Boston
Company, Inc. He is 40 years old.
MARY A. NELSON, Vice President and Assistant Treasurer. Vice President
and Manager of Treasury Services and Administration of Funds
Distributor, Inc. and an officer of other investment companies
advised or administered by the Manager. From September 1989 to July
1994, she was an Assistant Vice President and Client Manager for The
Boston Company, Inc. She is 32 years old.
JOSEPH F. TOWER, III, Vice President and Assistant Treasurer. Senior Vice
President, Treasurer, and Chief Financial Officer of the Distributor
and an officer of other investment companies advised or administered
by the Manager. From 1988 to August 1994, he was employed by The
Boston Company, Inc. where he held various manager positions in the
Corporate Finance and Treasury areas. He is 33 years old.
MICHAEL S. PETRUCELLI. Vice President and Assistant Treasurer. Director
of Strategic Client Initiatives for Funds Distributor, Inc. and an
officer of other investment companies advised or administered by the
Manager. From December 1989 through November 1996, he was employed
by GE Investments where he held various financial, business
development and compliance positions. He is 35 years old.
The address of each officer of the Fund is 200 Park Avenue, New York,
New York 10166.
MANAGEMENT AGREEMENT
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "Management
of the Fund."
The Manager provides management services pursuant to the Management
Agreement (the "Agreement") dated May 21, 1997, with the Fund, which is
subject to annual approval by (i) the Fund's Board or (ii) vote of a
majority (as defined in the 1940 Act) of the outstanding voting securities
of the Fund, provided that in either event the continuance also is
approved by a majority of the Board members who are not "interested
persons" (as defined in the 1940 Act) of the Fund or the Manager, by vote
cast in person at a meeting called for the purpose of voting on such
approval. The Agreement is terminable without penalty on 60 days notice
by the Fund's Board or by vote of the holders of a majority of the Fund's
shares or, on not less than 90 days' notice, by the Manager. The
Agreement will terminate automatically in the event of its assignment (as
defined in the 1940 Act).
The following persons are officers and/or directors of the Manager:
W. Keith Smith, Chairman of the Board; Christopher M. Condron, President,
Chief Executive Officer, Chief Operating Officer and a director; Stephen
E. Canter, Vice Chairman, Chief Investment Officer and a director;
Lawrence S. Kash, Vice Chairman-Distribution and a director; William T.
Sandalls, Jr., Vice President and Chief Financial Officer; Mark N. Jacobs,
Vice President, General Counsel and Secretary; Patrice M. Kozklowski, Vice
President--Corporate Communications; Mary Beth Leibig, Vice President--
Human Resources; Jeffrey N. Nachman, Vice President-Mutual Fund
Accounting; Andrew S. Wasser, Vice President-Information Systems; William
V. Healey, Assistant Secretary; and Mandell L. Berman, Burton C. Borgelt,
and Frank V. Cahouet, directors.
The Manager manages the Fund's portfolio of investments in accordance
with the stated policies of the Fund, subject to the approval of the
Fund's Board. The Manager is responsible for investment decisions, and
provides the Fund with portfolio managers who are authorized by the Board
to execute purchases and sales of securities. The Fund's portfolio
managers are Bernard W. Kiernan, Jr., Patricia A. Larkin, and Thomas
Riordan. The Manager also maintains a research department with a
professional staff of securities analysts who provide research services
for the Fund as well as for other funds advised by the Manager.
The Manager maintains office facilities on behalf of the Fund and
furnishes statistical and research data, clerical help, accounting, data
processing, bookkeeping and internal auditing and certain other required
services to the Fund. The Manager also may make such advertising and
promotional expenditures, using its own resources, as it from time to time
deems appropriate.
Expenses. All expenses incurred in the operation of the Fund are
borne by the Manager, except the management fee, taxes, interest,
brokerage fees and commissions, if any, fees and expenses of non-
interested Board members, fees and expenses of independent counsel to the
Fund and to the non-interested Board members, and any extraordinary
expenses.
As compensation for Manager's services, the Fund has agreed to pay
the Manager a monthly fee at the annual rate of .10 of 1% of the value of
the Fund's average daily net assets. All fees and expenses are accrued
daily and deducted before declaration of dividends to shareholders.
Dreyfus has agreed to reduce its management fee in an amount equal to the
accrued fees and expenses of the non-interested Board members, and the
fees and expenses of independent counsel to the Fund and to the non-
interested Board members.
The aggregate of the fees payable to the Manager is not subject to
reduction as the value of the Fund's net assets increases.
HOW TO BUY SHARES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "How to Buy
Shares."
The Distributor. The Distributor serves as the Fund's distributor on
a best efforts basis pursuant to an agreement which is renewable annually.
The Distributor also acts as distributor for the other funds in the
Dreyfus Family of Funds and for certain other investment companies.
Using Federal Funds. Dreyfus Transfer, Inc., the Fund's transfer and
dividend disbursing agent (the "Transfer Agent"), or the Fund may attempt
to notify the investor upon receipt of checks drawn on banks that are not
members of the Federal Reserve System as to the possible delay in
conversion into Federal Funds and may attempt to arrange for a better
means of transmitting the money.
HOW TO REDEEM SHARES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "How to
Redeem Shares."
Redemption by Wire or Telephone. By using this procedure, the
investor authorizes the Transfer Agent to act on wire or telephone
redemption instructions from any person representing himself or herself to
be an authorized representative of the investor, and reasonably believed
by the Transfer Agent to be genuine. Ordinarily, the Fund will initiate
payment for shares redeemed pursuant to this procedure on the same
business day if Dreyfus Institutional Services Division receives the
redemption request in proper form in New York by 5:00 p.m., New York time,
otherwise the Fund will initiate payment on the next business day.
Redemption proceeds will be transferred by Federal Reserve wire only to a
bank that is a member of the Federal Reserve System.
Investors with access to telegraphic equipment may wire redemption
requests to the Transfer Agent by employing the following transmittal code
which may be used for domestic or overseas transmission:
Transfer Agent's
Transmittal Code Answer Back Sign
144295 144295 TSSG PREP
Investors who do not have direct access to telegraphic equipment may
have the wire transmitted by contacting a TRT Cables operator at 1-800-654-
7171, toll free. Investors should advise the operator that the above
transmittal code must be used and should inform the operator of the
Transfer Agent's answer back sign.
Redemption Commitment. The Fund has committed itself to pay in cash
all redemption requests by any shareholders of record, limited in amount
during any 90-day period to the lesser of $250,000 or 1% of the value of
the Fund's net assets at the beginning of such period. Such commitment is
irrevocable without the prior approval of the Securities and Exchange
Commission. In the case of requests for redemption in excess of such
amount, the Fund's Board reserves the right to make payments in whole or
in part in securities (which may include non-marketable securities) or
other assets of the Fund in case of an emergency or any time a cash
distribution would impair the liquidity of the Fund to the detriment of
the existing shareholders. In such event, the securities would be valued
in the same manner as the Fund's portfolio is valued. If the recipient
sold such securities, brokerage charges might be incurred.
Suspension of Redemptions. The right of redemption may be suspended
or the date of payment postponed (a) during any period when the New York
Stock Exchange is closed (other than customary weekend and holiday
closings), (b) when trading in the markets the Fund ordinarily utilizes is
restricted, or when an emergency exists as determined by the Securities
and Exchange Commission so that disposal of the Fund's investments or
determination of its net asset value is not reasonably practicable, or (c)
for such other periods as the Securities and Exchange Commission by order
may permit to protect the Fund's investors.
DETERMINATION OF NET ASSET VALUE
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "How to Buy
Shares."
Amortized Cost Pricing. The valuation of the Fund's portfolio
securities is based upon their amortized cost which does not take into
account unrealized capital gains or losses. This involves valuing an
instrument at its cost and thereafter assuming a constant amortization to
maturity of any discount or premium, regardless of the impact of
fluctuating interest rates on the market value of the instrument. While
this method provides certainty in valuation, it may result in periods
during which value, as determined by amortized cost, is higher or lower
than the price the Fund would receive if it sold the instrument.
The Fund's Board has established, as a particular responsibility
within the overall duty of care owed to the Fund's investors, procedures
reasonably designed to stabilize the Fund's price per share as computed
for the purpose of purchases and redemptions at $1.00. Such procedures
include review of the Fund's portfolio holdings by the Fund's Board, at
such intervals as it deems appropriate, to determine whether the Fund's
net asset value per share calculated by using available market quotations
or market equivalents deviates from $1.00 per share based on amortized
cost. In such review, investments for which market quotations are readily
available will be valued at the most recent bid price or yield equivalent
for such securities or for securities of comparable maturity, quality and
type, as obtained from one or more of the major market makers for the
securities to be valued. Other investments and assets will be valued at
fair value as determined in good faith by the Fund's Board.
The extent of any deviation between the Fund's net asset value based
upon available market quotations or market equivalents and $1.00 per share
based on amortized cost will be examined by the Fund's Board. If such
deviation exceeds 1/2 of 1%, the Fund's Board will consider promptly what
action, if any, will be initiated. In the event the Fund's Board
determines that a deviation exists which may result in material dilution
or other unfair results to investors or existing shareholders, it has
agreed to take such corrective action as it regards as necessary and
appropriate including: selling portfolio instruments prior to maturity to
realize capital gains or losses or to shorten average portfolio maturity;
withholding dividends or paying distributions from capital or capital
gains; redeeming shares in kind; or establishing a net asset value by
using available market quotations or market equivalents.
New York Stock Exchange Closings. The following are the holidays (as
observed) on which the New York Stock Exchange currently is closed: New
Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving and Christmas.
DIVIDENDS, DISTRIBUTIONS AND TAXES
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "Dividends,
Distributions and Taxes."
Ordinarily, gains and losses realized from portfolio transactions
will be treated as capital gain or loss. However, all or a portion of any
gain realized from the sale or other disposition of certain market
discount bonds will be treated as ordinary income under Section 1276 of
the Internal Revenue Code of 1986, as amended.
PORTFOLIO TRANSACTIONS
Portfolio securities ordinarily are purchased directly from the
issuer or from an underwriter or a market maker for the securities.
Usually no brokerage commissions will be paid by the Fund for such
purchases. Purchases from underwriters of portfolio securities may
include a concession paid by the issuer to the underwriter and the
purchase price paid to, and sales price received from, market makers for
the securities may reflect the spread between the bid and asked price.
Transactions will be allocated to various dealers by the Fund's
portfolio managers in their best judgment. The primary consideration will
be prompt and effective execution of orders at the most favorable price.
Subject to that primary consideration, dealers may be selected for
research, statistical or other services to enable the Manager to
supplement its own research and analysis with the views and information of
other securities firms and may be selected based upon their sales of Fund
shares.
Research services furnished by brokers through which the Fund will
effect securities transactions may be used by the Manager in advising
other funds it advises and, conversely, research services furnished to the
Manager by brokers in connection with other funds the Manager advises may
be used by the Manager in advising the Fund. Although it is not possible
to place a dollar value on these services, it is the opinion of the
Manager that the receipt and study of such services should not reduce the
overall expenses of its research department.
YIELD INFORMATION
The following information supplements and should be read in
conjunction with the section in the Prospectus entitled "Yield
Information."
Yield is computed in accordance with a standardized method which
involves determining the net change in the value of a hypothetical
pre-existing fund account having a balance of one share at the beginning
of a seven calendar day period for which yield is to be quoted, dividing
the net change by the value of the account at the beginning of the period
to obtain the base period return, and annualizing the results (i.e.,
multiplying the base period return by 365/7). The net change in the value
of the account reflects the value of additional shares purchased with
dividends declared on the original share and any such additional shares
and fees that may be charged to the shareholder's account, in proportion
to the length of the base period and the fund's average account size, but
does not include realized gains and losses or unrealized appreciation and
depreciation. Effective yield is computed by adding 1 to the base period
return (calculated as described above), raising that sum to a power equal
to 365 divided by 7, and subtracting 1 from the result.
Yields will fluctuate and are not necessarily representative of
future results. Each investor should remember that yield is a function of
the type and quality of the instruments in the portfolio, portfolio
maturity and operating expenses. An investor's principal in the Fund is
not guaranteed. See "Determination of Net Asset Value" for a discussion
of the manner in which the Fund's price per share is determined.
In early 1974, the Manager commenced offering the first money market
fund to be widely offered on a retail basis, Dreyfus Liquid Assets, Inc.
Money market mutual funds have subsequently grown into a trillion dollar
industry. Currently, the Manager manages approximately $45 billion in
money market fund assets, including approximately $28 billion in money
market funds designed for institutional investors.
INFORMATION ABOUT THE FUND
The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "General
Information."
A Fund share has one vote and, when issued and paid for in accordance
with the terms of the offering, is fully paid and nonassessable. Fund
shares are of one class and have equal rights as to dividends and in
liquidation. Shares have no preemptive, subscription or conversion
rights, and are freely transferable.
The Fund will send annual and semi-annual financial statements to all
its shareholders.
TRANSFER AND DIVIDEND DISBURSING AGENT, CUSTODIAN, COUNSEL
AND INDEPENDENT AUDITORS
Dreyfus Transfer, Inc., a wholly-owned subsidiary of the Manager,
P.O. Box 9671, Providence, Rhode Island 02940-9671, is the Fund's
transfer and dividend disbursing agent. Under a transfer agency agreement
with the Fund, the Transfer Agent will arrange for the maintenance of
shareholder account records for the Fund, the handling of certain
communications between shareholders and the Fund and the payment of
dividends and distributions payable by the Fund. For these services, the
Transfer Agent will receive a monthly fee computed on the basis of the
number of shareholder accounts it maintains for the Fund during the month,
and is reimbursed for certain out-of-pocket expenses.
The Bank of New York, 90 Washington Street, New York, New York 10286,
acts as custodian of the Fund's investments.
Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New York
10038-4982, as counsel for the Fund, has rendered its opinion as to
certain legal matters regarding the due authorization and valid issuance
of the shares being sold pursuant to the Fund's Prospectus.
Ernst & Young LLP, 787 Seventh Avenue, New York, New York 10019,
independent auditors, have been selected as auditors of the Fund.
APPENDIX
Descriptions of the highest commercial paper, bond and other short-
and long-term rating categories assigned by Standard & Poor's Ratings
Group ("S&P"), Moody's Investors Service, Inc. ("Moody's"), Fitch
Investors Service, L.P. ("Fitch"), Duff & Phelps Credit Rating Co.
("Duff"), IBCA Limited and IBCA Inc. ("IBCA") and Thomson BankWatch, Inc.
("BankWatch"):
Commercial Paper Ratings and Short-Term Ratings
The designation A-1 by S&P indicates that the degree of safety
regarding timely payment is either overwhelming or very strong. Those
issues determined to possess overwhelming safety characteristics are
denoted with a plus sign (+) designation.
The rating Prime-1 (P-1) is the highest commercial paper rating
assigned by Moody's. Issuers of P-1 paper must have a superior capacity
for repayment of short-term promissory obligations, and ordinarily will be
evidenced by leading market positions in well established industries, high
rates of return on funds employed, conservative capitalization structures
with moderate reliance on debt and ample asset protection, broad margins
in earnings coverage of fixed financial charges and high internal cash
generation, and well established access to a range of financial markets
and assured sources of alternate liquidity.
The rating Fitch-1 (Highest Grade) is the highest commercial paper
rating assigned by Fitch. Paper rated Fitch-1 is regarded as having the
strongest degree of assurance for timely payment.
The rating Duff-1 is the highest commercial paper rating assigned by
Duff. Paper rated Duff-1 is regarded as having very high certainty of
timely payment with excellent liquidity factors which are supported by
ample asset protection. Risk factors are minor.
The designation A1 by IBCA indicates that the obligation is supported
by a very strong capacity for timely repayment. Those obligations rated
A1+ are supported by the highest capacity for timely repayment.
The rating TBW-1 is the highest short-term obligation rating assigned
by BankWatch. Obligations rated TBW-1 are regarded as having the
strongest capacity for timely repayment.
Bond Ratings and Long-Term Ratings
Bonds rated AAA are considered by S&P to be the highest grade
obligation and possess an extremely strong capacity to pay principal and
interest.
Bonds rated Aaa are judged by Moody's to be of the best quality.
Bonds rated Aa by Moody's are judged by Moody's to be of high quality by
all standards and, together with the Aaa group, they comprise what are
generally known as high-grade bonds.
Bonds rated AAA by Fitch are judged by Fitch to be strictly high
grade, broadly marketable and suitable for investment by trustees and
fiduciary institutions and liable to but slight market fluctuation other
than through changes in the money rate. The prime feature of an AAA bond
is a showing of earnings several times or many times interest
requirements, with such stability of applicable earnings that safety is
beyond reasonable question whatever changes occur in conditions.
Bonds rated AAA by Duff are considered to be of the highest credit
quality. The risk factors are negligible, being only slightly more than
U.S. Treasury debt.
Obligations rated AAA by IBCA have the lowest expectation of
investment risk. Capacity for timely repayment of principal and interest
is substantial, such that adverse changes in business, economic or
financial conditions are unlikely to increase investment risk
significantly. Obligations rated AA by IBCA have a very low expectation
of investment risk. Capacity for timely repayment of principal and
interest is substantial. Adverse changes in business, economic or
financial conditions may increase investment risk albeit not very
significantly.
IBCA also assigns a rating to certain international and U.S. banks.
An IBCA bank rating represents IBCA's current assessment of the strength
of the bank and whether such bank would receive support should it
experience difficulties. In its assessment of a bank, IBCA uses a dual
rating system comprised of Legal Ratings and Individual Ratings. In
addition, IBCA assigns banks long- and short-term ratings as used in the
corporate ratings discussed above. Legal Ratings, which range in
gradation from 1 through 5, address the question of whether the bank would
receive support provided by central banks or shareholders if it
experienced difficulties, and such ratings are considered by IBCA to be a
prime factor in its assessment of credit risk. Individual Ratings, which
range in gradations from A through E, represent IBCA's assessment of a
bank's economic merits and address the question of how the bank would be
viewed if it were entirely independent and could not rely on support from
state authorities or its owners.
In addition to ratings of short-term obligations, BankWatch assigns a
rating to each issuer it rates, in gradations of A through E. BankWatch
examines all segments of the organization including, where applicable, the
holding company, member banks or associations, and other subsidiaries. In
those instances where financial disclosure is incomplete or untimely, a
qualified rating (QR) is assigned to the institution. BankWatch also
assigns, in the case of foreign banks, a country rating which represents
an assessment of the overall political and economic stability of the
country in which the bank is domiciled.
<TABLE>
<CAPTION>
DREYFUS INSTITUTIONAL PREFERRED MONEY MARKET FUND
STATEMENT OF ASSETS AND LIABILITIES
MAY 20,1997
<S> <C>
ASSETS:
Cash $ 100,000
Deferred Organizational Costs........................................ 30,000
130,000
LIABILITIES:
Accrued Organizational Costs........................................ 30,000
NET ASSETS................................................................ 100,000
REPRESENTED BY:
Paid-in capital..................................................... 100,000
NET ASSETS at value applicable to 100,000 shares outstanding $ 100,000
(Unlimited number of $.001 par value shares of beneficial interest
authorized)
NET ASSET VALUE, offering and redemption price per share
($100,000/100,000 shares).......................................... $ 1.00
NOTE - Dreyfus Institutional Preferred Money Market Fund (the "Fund") was organized
as an unincorporated business trust under the laws of the Commonwealth of Massachusetts
and has had no operations other than matters relating to its organization and registration
as an open-end investment company under the Investment Company Act of 1940 and the
Securities Act of 1933 and the sale and issuance of 100,000 shares, ("Initial Shares") to
Premier Mutual Fund Services, Inc. Organization expenses payable by the Fund have been"
deferred and will be amortized from the date operations commence over a period which
it is expected that a benefit will be realized, not to exceed five years. If any of the Initial
Shares are redeemed during the amortization period by any holder thereof, the redemption
proceeds will be reduced by any unamortized organization expenses in the same proportion
as the number of Initial Shares being redeemed bears to the number of Initial Shares outstanding
at the time of the redemption.
</TABLE>
Report of Independent Auditors
Shareholder and Board of Trustees
Dreyfus Institutional Preferred Money Market Fund
We have audited the accompanying statement of assets and liabilities of Dreyfus
Institutional Preferred Money Market Fund as of May 20, 1997. This statement of
assets and liabilities is the responsibility of the Fund's management. Our
responsibility is to express an opinion on this statement of assets and
liabilities based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the statement of assets and liabilities is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the statement of assets and
liabilities. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
statement of assets and liabilities presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the statement of assets and liabilities referred to above
presents fairly, in all material respects, the financial position of Dreyfus
Institutional Preferred Money Market Fund at May 20, 1997, in conformity with
generally accepted accounting principles.
ERNST & YOUNG LLP
New York, New York
May 29, 1997
DREYFUS INSTITUTIONAL PREFERRED MONEY MARKET FUND
PART C. OTHER INFORMATION
_________________________
Item 24. Financial Statements and Exhibits. - List
_______ _________________________________________
(a) Financial Statements:
(1) Statement of Assets and Liabilities as of May 20, 1997
(2) Report of Ernst & Young LLP, Independent Auditors, dated May
29, 1997
(b) Exhibits:
(1) Amended and Restated Agreement and Declaration of Trust.
(2) By-Laws.
(5) Management Agreement.
(6) Distribution Agreement.
(8) Custody Agreement.
(10) Opinion and Consent of Registrant's Counsel.
(11) Consent of Independent Auditors.
Other Exhibits
_____________
(a) Powers of Attorney.
(b) Certificate of Secretary.
Item 25. Persons Controlled by or under Common Control with Registrant.
_______ ______________________________________________________________
Not Applicable
Item 26. Number of Holders of Securities.
_______ ________________________________
(1) (2)
Title of Class Number of Record Holders
______________ (as of May 20, 1997)
Shares of Beneficial
Interest
(Par value $.001/Share) 1
Item 27. Indemnification
_______ _______________
Reference is made to Article EIGHTH of the Registrant's Amended
and Restated Declaration of Trust, filed as Exhibit 1 hereto. The
application of these provisions is limited by Article 10 of the Registrant's
By-Laws, filed as Exhibit 2 hereto, and by the following undertaking set
forth in the rules promulgated by the Securities and Exchange Commission:
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to trustees, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in such Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred
or paid by a trustee, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
such Act and will be governed by the final adjudication of such
issue.
Reference also is made to the Distribution Agreement filed as
Exhibit 6 hereto.
Item 28. Business and Other Connections of Investment Adviser.
_______ ____________________________________________________
The Dreyfus Corporation ("Dreyfus") and subsidiary companies
comprise a financial service organization whose business
consists primarily of providing investment management services
as the investment adviser, manager and distributor for sponsored
investment companies registered under the Investment Company Act
of 1940 and as an investment adviser to institutional and
individual accounts. Dreyfus also serves as sub-investment
adviser to and/or administrator of other investment companies.
Dreyfus Service Corporation, a wholly-owned subsidiary of
Dreyfus, serves primarily as a registered broker-dealer of
shares of investment companies sponsored by Dreyfus and of other
investment companies for which Dreyfus acts as investment
adviser, sub-investment adviser or administrator. Dreyfus
Investment Advisors, Inc., another wholly-owned subsidiary,
provides investment management services to various pension
plans, institutions and individuals.
Item 28. Business and Other Connections of Investment Adviser (continued)
________ ________________________________________________________________
Officers and Directors of Investment Adviser
____________________________________________
Name and Position
with Dreyfus Other Businesses
_________________ ________________
MANDELL L. BERMAN Real estate consultant and private investor
Director 29100 Northwestern Highway, Suite 370
Southfield, Michigan 48034;
Past Chairman of the Board of Trustees:
Skillman Foundation;
Member of The Board of Vintners Intl.
BURTON C. BORGELT Chairman Emeritus of the Board and
Director Past Chairman, Chief Executive Officer and
Director:
Dentsply International, Inc.
570 West College Avenue
York, Pennsylvania 17405;
Director:
DeVlieg-Bullard, Inc.
1 Gorham Island
Westport, Connecticut 06880
Mellon Bank Corporation***;
Mellon Bank, N.A.***
FRANK V. CAHOUET Chairman of the Board, President and
Director Chief Executive Officer:
Mellon Bank Corporation***;
Mellon Bank, N.A.***;
Director:
Avery Dennison Corporation
150 North Orange Grove Boulevard
Pasadena, California 91103;
Saint-Gobain Corporation
750 East Swedesford Road
Valley Forge, Pennsylvania 19482;
Teledyne, Inc.
1901 Avenue of the Stars
Los Angeles, California 90067
W. KEITH SMITH Chairman and Chief Executive Officer:
Chairman of the Board The Boston Company****;
Vice Chairman of the Board:
Mellon Bank Corporation***;
Mellon Bank, N.A.***;
Director:
Dentsply International, Inc.
570 West College Avenue
York, Pennsylvania 17405
CHRISTOPHER M. CONDRON Vice Chairman:
President, Chief Mellon Bank Corporation***;
Executive Officer, The Boston Company****;
Chief Operating Deputy Director:
Officer and a Mellon Trust***;
Director Chief Executive Officer:
The Boston Company Asset Management,
Inc.****;
President:
Boston Safe Deposit and Trust Company****
STEPHEN E. CANTER Director:
Vice Chairman and The Dreyfus Trust Company++;
Chief Investment Officer, Formerly, Chairman and Chief Executive Officer:
and a Director Kleinwort Benson Investment Management
Americas Inc.*
LAWRENCE S. KASH Chairman, President and Chief
Vice Chairman-Distribution Executive Officer:
and a Director The Boston Company Advisors, Inc.
53 State Street
Exchange Place
Boston, Massachusetts 02109;
Executive Vice President and Director:
Dreyfus Service Organization, Inc.**;
Director:
Dreyfus America Fund+++;
The Dreyfus Consumer Credit Corporation*;
The Dreyfus Trust Company++;
Dreyfus Service Corporation*;
World Balanced Fund++++;
President:
The Boston Company****;
Laurel Capital Advisors***;
Boston Group Holdings, Inc.;
Executive Vice President:
Mellon Bank, N.A.***;
Boston Safe Deposit and Trust
Company****
WILLIAM T. SANDALLS, JR. Director:
Senior Vice President and Dreyfus Partnership Management, Inc.*;
Chief Financial Officer Seven Six Seven Agency, Inc.*;
President and Director:
Lion Management, Inc.*;
Executive Vice President and Director:
Dreyfus Service Organization, Inc.*;
Vice President, Chief Financial Officer and
Director:
Dreyfus Acquisition Corporation*;
Dreyfus America Fund+++;
World Balanced Fund++++;
Vice President and Director:
The Dreyfus Consumer Credit Corporation*;
The Truepenny Corporation*;
Treasurer, Financial Officer and Director:
The Dreyfus Trust Company++;
Treasurer and Director:
Dreyfus Management, Inc.*;
Dreyfus Personal Management, Inc.*;
Dreyfus Service Corporation*;
Major Trading Corporation*;
Formerly, President and Director:
Sandalls & Co., Inc.
MARK N. JACOBS Vice President, Secretary and Director:
Vice President, Lion Management, Inc.*;
General Counsel Secretary:
and Secretary The Dreyfus Consumer Credit Corporation*;
Dreyfus Management, Inc.*;
Assistant Secretary:
Dreyfus Service Organization, Inc.**;
Major Trading Corporation*;
The Truepenny Corporation*
PATRICE M. KOZLOWSKI None
Vice President-
Corporate Communications
MARY BETH LEIBIG None
Vice President-
Human Resources
JEFFREY N. NACHMAN President and Director:
Vice President-Mutual Fund Dreyfus Transfer, Inc.
Accounting One American Express Plaza
Providence, Rhode Island 02903
ANDREW S. WASSER Vice President:
Vice President-Information Mellon Bank Corporation***
Services
WILLIAM V. HEALEY Assistant Secretary:
Assistant Secretary Dreyfus Investment Advisors, Inc.
Secretary and Director:
Dreyfus Partnership Management Inc.
President:
The Truepenny Corporation
Director:
The Dreyfus Trust Company
______________________________________
* The address of the business so indicated is 200 Park Avenue, New
York, New York 10166.
** The address of the business so indicated is 131 Second Street,
Lewes, Delaware 19958.
*** The address of the business so indicated is One Mellon Bank Center,
Pittsburgh, Pennsylvania 15258.
**** The address of the business so indicated is One Boston Place,
Boston, Massachusetts 02108.
+ The address of the business so indicated is Atrium Building,
80 Route 4 East, Paramus, New Jersey 07652.
++ The address of the business so indicated is 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144.
+++ The address of the business so indicated is 69, Route `d'Esch, L-
1470 Luxembourg.
++++ The address of the business so indicated is 69, Route `d'Esch, L-
2953 Luxembourg.
Item 29. Principal Underwriters
________ ______________________
(a) Other investment companies for which Registrant's principal
underwriter (exclusive distributor) acts as principal underwriter or
exclusive distributor:
1) Comstock Partners Funds, Inc.
2) Dreyfus A Bonds Plus, Inc.
3) Dreyfus Appreciation Fund, Inc.
4) Dreyfus Asset Allocation Fund, Inc.
5) Dreyfus Balanced Fund, Inc.
6) Dreyfus BASIC GNMA Fund
7) Dreyfus BASIC Money Market Fund, Inc.
8) Dreyfus BASIC Municipal Fund, Inc.
9) Dreyfus BASIC U.S. Government Money Market Fund
10) Dreyfus California Intermediate Municipal Bond Fund
11) Dreyfus California Tax Exempt Bond Fund, Inc.
12) Dreyfus California Tax Exempt Money Market Fund
13) Dreyfus Cash Management
14) Dreyfus Cash Management Plus, Inc.
15) Dreyfus Connecticut Intermediate Municipal Bond Fund
16) Dreyfus Connecticut Municipal Money Market Fund, Inc.
17) Dreyfus Florida Intermediate Municipal Bond Fund
18) Dreyfus Florida Municipal Money Market Fund
19) The Dreyfus Fund Incorporated
20) Dreyfus Global Bond Fund, Inc.
21) Dreyfus Global Growth Fund
22) Dreyfus GNMA Fund, Inc.
23) Dreyfus Government Cash Management
24) Dreyfus Growth and Income Fund, Inc.
25) Dreyfus Growth and Value Funds, Inc.
26) Dreyfus Growth Opportunity Fund, Inc.
27) Dreyfus Income Funds
28) Dreyfus Institutional Money Market Fund
29) Dreyfus Institutional Short Term Treasury Fund
30) Dreyfus Insured Municipal Bond Fund, Inc.
31) Dreyfus Intermediate Municipal Bond Fund, Inc.
32) Dreyfus International Funds, Inc.
33) Dreyfus Investment Grade Bond Funds, Inc.
34) The Dreyfus/Laurel Funds, Inc.
35) The Dreyfus/Laurel Funds Trust
36) The Dreyfus/Laurel Tax-Free Municipal Funds
37) Dreyfus LifeTime Portfolios, Inc.
38) Dreyfus Liquid Assets, Inc.
39) Dreyfus Massachusetts Intermediate Municipal Bond Fund
40) Dreyfus Massachusetts Municipal Money Market Fund
41) Dreyfus Massachusetts Tax Exempt Bond Fund
42) Dreyfus MidCap Index Fund
43) Dreyfus Money Market Instruments, Inc.
44) Dreyfus Municipal Bond Fund, Inc.
45) Dreyfus Municipal Cash Management Plus
46) Dreyfus Municipal Money Market Fund, Inc.
47) Dreyfus New Jersey Intermediate Municipal Bond Fund
48) Dreyfus New Jersey Municipal Bond Fund, Inc.
49) Dreyfus New Jersey Municipal Money Market Fund, Inc.
50) Dreyfus New Leaders Fund, Inc.
51) Dreyfus New York Insured Tax Exempt Bond Fund
52) Dreyfus New York Municipal Cash Management
53) Dreyfus New York Tax Exempt Bond Fund, Inc.
54) Dreyfus New York Tax Exempt Intermediate Bond Fund
55) Dreyfus New York Tax Exempt Money Market Fund
56) Dreyfus 100% U.S. Treasury Intermediate Term Fund
57) Dreyfus 100% U.S. Treasury Long Term Fund
58) Dreyfus 100% U.S. Treasury Money Market Fund
59) Dreyfus 100% U.S. Treasury Short Term Fund
60) Dreyfus Pennsylvania Intermediate Municipal Bond Fund
61) Dreyfus Pennsylvania Municipal Money Market Fund
62) Dreyfus Premier California Municipal Bond Fund
63) Dreyfus Premier Equity Funds, Inc.
64) Dreyfus Premier Global Investing, Inc.
65) Dreyfus Premier GNMA Fund
66) Dreyfus Premier Growth Fund, Inc.
67) Dreyfus Premier Insured Municipal Bond Fund
68) Dreyfus Premier Municipal Bond Fund
69) Dreyfus Premier New York Municipal Bond Fund
70) Dreyfus Premier State Municipal Bond Fund
71) Dreyfus Premier Value Fund
72) Dreyfus S&P 500 Index Fund
73) Dreyfus Short-Intermediate Government Fund
74) Dreyfus Short-Intermediate Municipal Bond Fund
75) The Dreyfus Socially Responsible Growth Fund, Inc.
76) Dreyfus Stock Index Fund, Inc.
77) Dreyfus Tax Exempt Cash Management
78) The Dreyfus Third Century Fund, Inc.
79) Dreyfus Treasury Cash Management
80) Dreyfus Treasury Prime Cash Management
81) Dreyfus Variable Investment Fund
82) Dreyfus Worldwide Dollar Money Market Fund, Inc.
83) General California Municipal Bond Fund, Inc.
84) General California Municipal Money Market Fund
85) General Government Securities Money Market Fund, Inc.
86) General Money Market Fund, Inc.
87) General Municipal Bond Fund, Inc.
88) General Municipal Money Market Fund, Inc.
89) General New York Municipal Bond Fund, Inc.
90) General New York Municipal Money Market Fund
(b)
Positions and
Name and principal Positions and offices with offices with
business address the Distributor Registrant
__________________ ___________________________ _____________
Marie E. Connolly+ Director, President, Chief President and
Executive Officer and Compliance Treasurer
Officer
Joseph F. Tower, III+ Senior Vice President, Treasurer Vice President
and Chief Financial Officer and Assistant
Treasurer
John E. Pelletier+ Senior Vice President, General Vice President
Counsel, Secretary and Clerk and Secretary
Roy M. Moura+ First Vice President None
Dale F. Lampe+ Vice President None
Mary A. Nelson+ Vice President Vice President
and Assistant
Treasurer
Paul Prescott+ Vice President None
Elizabeth A. Keeley++ Assistant Vice President Vice President
and Assistant
Secretary
Jean M. O'Leary+ Assistant Secretary and None
Assistant Clerk
John W. Gomez+ Director None
William J. Nutt+ Director None
________________________________
+ Principal business address is One Exchange Place, Boston, Massachusetts
02109.
++ Principal business address is 200 Park Avenue, New York, New York
10166.
Item 30. Location of Accounts and Records
________________________________
1. First Data Investor Services Group, Inc.,
a subsidiary of First Data Corporation
P.O. Box 9671
Providence, Rhode Island 02940-9671
2. The Bank of New York
90 Washington Street
New York, New York 10286
3. Dreyfus Transfer, Inc.
P.O. Box 9671
Providence, Rhode Island 02940-9671
4. The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Item 31. Management Services
_______ ___________________
Not Applicable
Item 32. Undertakings
________ ____________
(1) To call a meeting of shareholders for the purpose of voting upon
the question of removal of a Board member or Board members when
requested in writing to do so by the holders of at least 10% of
the Registrant's outstanding shares and in connection with such
meeting to comply with the provisions of Section 16(c) of the
Investment Company Act of 1940 relating to shareholder
communications.
(2) To furnish each person to whom a prospectus is delivered with a
copy of the Fund's latest Annual Report to Shareholders, upon
request and without charge.
(3) To file a post-effective amendment, using financial statements
which need not be certified, within four to six months from the
effective date of Registrant's 1933 Act Registration Statement.
SIGNATURES
__________
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, and State of New York,
on the 5th day of June, 1997.
DREYFUS INSTITUTIONAL PREFERRED MONEY MARKET FUND
BY: /s/Marie E. Connolly
Marie E. Connolly, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signatures Title Date
__________________________ ______________________________ __________
/s/Marie E. Connolly* President (Principal Executive, 6/5/97
______________________________ Financial, and Accounting
Marie E. Connolly Officer)
/s/Joseph S. DiMartino* Chairman of the Board 6/5/97
_______________________________
Joseph S. DiMartino
/s/Clifford L. Alexander, Jr.* Board Member 6/5/97
_______________________________
Clifford L. Alexander, Jr.
/s/Lucy Wilson Benson* Board Member 6/5/97
_______________________________
Lucy Wilson Benson
*BY: Elizabeth A. Keeley
____________________
Elizabeth A. Keeley
Attorney-in-fact
INDEX EXHIBIT
Exhibit No.
24(b) EXHIBIT
(1) Amended and Restated Agreement and
Declaration of Trust
(2) By-laws
(5) Management Agreement
(6) Distribution Agreement
(8) Custody Agreement
(10) Opinion (including consent) of
Stroock & Stroock & Lavan LLP
(11) Consent of Ernst & Young LLP, Independent Auditors
Other Powers of Attorney
Other Secretary's Certificate
Exhibit No. 24(b)(1)
DREYFUS INSTITUTIONAL PREFERRED MONEY MARKET FUND
(formerly, SSL-1993-6)
Amended and Restated Agreement and Declaration of Trust
THIS AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST, made this
5th day of May, 1997, hereby amends and restates in its entirety the Agreement
and Declaration of Trust made at Boston, Massachusetts, dated May 14, 1993, by
the Trustee hereunder (hereinafter with any additional and successor trustees
referred to as the "Trustees") and by the holders of shares of beneficial
interest to be issued hereunder as hereinafter provided.
W I T N E S S E T H :
WHEREAS, the Trustees have agreed to manage all property coming into
their hands as trustees of a Massachusetts business trust in accordance with
the provisions hereinafter set forth.
NOW, THEREFORE, the Trustees hereby declare that they will hold all
cash, securities and other assets, which they may from time to time acquire in
any manner as Trustees hereunder IN TRUST to manage and dispose of the same
upon the following terms and conditions for the pro rata benefit of the holders
from time to time of Shares, whether or not certificated, in this Trust as
hereinafter set forth.
ARTICLE I
Name and Definitions
Section 1. Name. This Trust shall be known as "Dreyfus Institutional
Preferred Money Market Fund."
Section 2. Definitions. Whenever used herein, unless otherwise
required by the context or specifically provided:
(a) The term "Commission" shall have the meaning provided in the 1940
Act;
(b) The "Trust" refers to the Massachusetts business trust established
by this Agreement and Declaration of Trust, as amended from time to time;
(c) "Shareholder" means a record owner of Shares of the Trust;
(d) "Shares" means the equal proportionate transferable units of
interest into which the beneficial interest in the Trust shall be divided from
time to time or, if more than one series or class of Shares is authorized by
the Trustees, the eq ual proportionate transferable units into which each
series or class of Shares shall be divided from time to time, and includes a
fraction of a Share as well as a whole Share;
(e) The "1940 Act" refers to the Investment Company Act of 1940, and
the Rules and Regulations thereunder, all as amended from time to
time;
(f) The term "Manager" is defined in Article IV, Section 5;
(g) The term "Person" shall mean an individual or any corporation,
partnership, joint venture, trust or other enterprise;
(h) "Declaration of Trust" shall mean this Agreement and Declaration
of Trust as amended or restated from time to time;
(i) "Bylaws" shall mean the Bylaws of the Trust as amended from time
to time;
(j) The term "series" or "series of Shares" refers to the one or more
separate investment portfolios of the Trust into which the assets and
liabilities of the Trust may be divided and the Shares of the Trust
representing the beneficial inter est of Shareholders in such respective
portfolios; and
(k) The term "class" or "class of Shares" refers to the division of
Shares representing any series into two or more classes as
provided in Article III, Section 1 hereof.
ARTICLE II
Purposes of Trust
This Trust is formed for the following purpose or purposes:
(a) to conduct, operate and carry on the business of an investment
company;
(b) to subscribe for, invest in, reinvest in, purchase or otherwise
acquire, hold, pledge, sell, assign, transfer, lend, write options on,
exchange, distribute or otherwise dispose of and deal in and with securities of
every nature, kind, ch aracter, type and form, including, without limitation of
the generality of the foregoing, all types of stocks, shares, futures
contracts, bonds, debentures, notes, bills and other negotiable or non-
negotiable instruments, obligations, evidences of in terest, certificates of
interest, certificates of participation, certificates, interests, evidences of
ownership, guarantees, warrants, options or evidences of indebtedness issued or
created by or guaranteed as to principal and interest by any state or local
government or any agency or instrumentality thereof, by the United States
Government or any agency, instrumentality, territory, district or possession
thereof, by any foreign government or any agency, instrumentality, territory,
district or possession thereof, by any corporation organized under the laws of
any state, the United States or any territory or possession thereof or under
the laws of any foreign country, bank certificates of deposit, bank time
deposits, bankers' acceptances an d commercial paper; to pay for the same in
cash or by the issue of stock, including treasury stock, bonds or notes of the
Trust or otherwise; and to exercise any and all rights, powers and privileges
of ownership or interest in respect of any and all such investments of every
kind and description, including, without limitation, the right to consent and
otherwise act with respect thereto, with power to designate one or more
persons, firms, associations or corporations to exercise any of said righ ts,
powers and privileges in respect of any said instruments;
(c) to borrow money or otherwise obtain credit and to secure the same
by mortgaging, pledging or otherwise subjecting as security the assets of the
Trust;
(d) to issue, sell, repurchase, redeem, retire, cancel, acquire, hold,
resell, reissue, dispose of, transfer, and otherwise deal in, Shares including
Shares in fractional denominations, and to apply to any such repurchase,
redemption, retire ment, cancellation or acquisition of Shares any funds or
other assets of the appropriate series or class of Shares, whether capital or
surplus or otherwise, to the full extent now or hereafter permitted by the laws
of The Commonwealth of Massachusett s;
(e) to conduct its business, promote its purposes, and carry on its
operations in any and all of its branches and maintain offices both within and
without The Commonwealth of Massachusetts, in any and all States of the United
States of Ameri ca, in the District of Columbia, and in any other parts of the
world; and
(f) to do all and everything necessary, suitable, convenient, or
proper for the conduct, promotion, and attainment of any of the businesses and
purposes herein specified or which at any time may be incidental thereto or may
appear conducive to or expedient for the accomplishment of any of such
businesses and purposes and which might be engaged in or carried on by a Trust
organized under the Massachusetts General Laws, and to have and exercise all of
the powers conferred by the laws of T he Commonwealth of Massachusetts upon a
Massachusetts business trust.
The foregoing provisions of this Article II shall be construed both as
purposes and powers and each as an independent purpose and power.
ARTICLE III
Beneficial Interest
Section 1. Shares of Beneficial Interest. The Shares of the Trust
shall be issued in one or more series as the Trustees may, without Shareholder
approval, authorize. Each series shall be preferred over all other series in
respect of the as sets allocated to that series and shall represent a separate
investment portfolio of the Trust. The beneficial interest in each series at
all times shall be divided into Shares, with or without par value as the
Trustees may from time to time determi ne, each of which shall, except as
provided in the following sentence, represent an equal proportionate interest
in the series with each other Share of the same series, none having priority or
preference over another. The Trustees may, without Share holder approval,
divide Shares of any series into two or more classes, Shares of each such class
having such preferences and special or relative rights and privileges
(including conversion rights, if any) as the Trustees may determine. The
number of Shares authorized shall be unlimited, and the Shares so authorized
may be represented in part by fractional shares. From time to time, the
Trustees may divide or combine the Shares of any series or class into a greater
or lesser number without ther eby changing the proportionate beneficial
interests in the series or class.
Section 2. Ownership of Shares. The ownership of Shares will be
recorded in the books of the Trust or a transfer agent. The record books of
the Trust or any transfer agent, as the case may be, shall be conclusive as to
who are the holders of Shares of each series and class and as to the number of
Shares of each series and class held from time to time by each. No
certificates certifying the ownership of Shares need be issued except as the
Trustees may otherwise determine from time to time.
Section 3. Issuance of Shares. The Trustees are authorized, from time
to time, to issue or authorize the issuance of Shares at not less than the par
value thereof, if any, and to fix the price or the minimum price or the
consideration (in c ash and/or such other property, real or personal, tangible
or intangible, as from time to time they may determine) or minimum
consideration for such Shares. Anything herein to the contrary
notwithstanding, the Trustees may issue Shares pro rata to t he Shareholders of
a series at any time as a stock dividend, except to the extent otherwise
required or permitted by the preferences and special or relative rights and
privileges of any classes of Shares of that series, and any stock dividend to
the Shareholders of a particular class of Shares shall be made to such
Shareholders pro rata in proportion to the number of Shares of such class held
by each of them.
All consideration received by the Trust for the issue or sale of Shares
of each series, together with all income, earnings, profits, and proceeds
thereof, including any proceeds derived from the sale, exchange or liquidation
thereof, and any funds or payments derived from any reinvestment of such
proceeds in whatever form the same may be, shall belong irrevocably to the
series of Shares with respect to which the same were received by the Trust for
all purposes, subject only to the rights of creditors, and shall be so handled
upon the books of account of the Trust and are herein referred to as "assets
of" such series.
Shares may be issued in fractional denominations to the same extent as
whole Shares, and Shares in fractional denominations shall be Shares having
proportionately to the respective fractions represented thereby all the rights
of whole Shares, including, without limitation, the right to vote, the right
to receive dividends and distributions, and the right to participate upon
liquidation of the Trust or of a particular series of Shares.
Section 4. No Preemptive Rights; Derivative Suits. Shareholders shall
have no preemptive or other right to subscribe for any additional Shares or
other securities issued by the Trust. No action may be brought by a Shareholder
on behalf of t he Trust or a series unless a prior demand regarding such matter
has been made on the Trustees and the Shareholders of the Trust or such series.
Section 5. Status of Shares and Limitation of Personal Liability.
Shares shall be deemed to be personal property giving only the rights provided
in this instrument. Every Shareholder by virtue of having become a Shareholder
shall be held t o have expressly assented and agreed to the terms hereof and to
have become a party hereto. The death of a Shareholder during the continuance
of the Trust shall not operate to terminate the same nor entitle the
representative of any deceased Shareho lder to an accounting or to take any
action in court or elsewhere against the Trust or the Trustees, but only to the
rights of said decedent under this Trust. Ownership of Shares shall not
entitle the Shareholder to any title in or to the whole or a ny part of the
Trust property or right to call for a partition or division of the same or for
an accounting, nor shall the ownership of Shares constitute the Shareholders
partners. Neither the Trust nor the Trustees, nor any officer, employee or
agent of the Trust shall have any power to bind any Shareholder or Trustee
personally or to call upon any Shareholder for the payment of any sum of money
or assessment whatsoever other than such as the Shareholder at any time
personally may agree to pay by way of subscription for any Shares or
otherwise. Every note, bond, contract or other undertaking issued by or on
behalf of the Trust shall include a recitation limiting the obligation
represented thereby to the Trust and its assets or the assets of a particular
series (but the omission of such a recitation shall not operate to bind any
Shareholder or Trustee personally).
ARTICLE IV
Trustees
Section 1. Election. A Trustee may be elected either by the Trustees
or the Shareholders. The Trustees named herein shall serve until the first
meeting of the Shareholders or until the election and qualification of their
successors. Prior to the first meeting of Shareholders the initial Trustees
hereunder may elect additional Trustees to serve until such meeting and until
their successors are elected and qualified. The Trustees also at any time may
elect Trustees to fill vacancies i n the number of Trustees. The number of
Trustees shall be fixed from time to time by the Trustees and, at or after the
commencement of the business of the Trust, shall be not less than three. Each
Trustee, whether named above or hereafter becoming a Trustee, shall serve as a
Trustee during the lifetime of this Trust, until such Trustee dies, resigns,
retires, or is removed, or, if sooner, until the next meeting of Shareholders
called for the purpose of electing Trustees and the election and qu
alification of his successor. Subject to Section 16(a) of the 1940 Act, the
Trustees may elect their own successors and, pursuant to this Section, may
appoint Trustees to fill vacancies.
Section 2. Powers. The Trustees shall have all powers necessary or
desirable to carry out the purposes of the Trust, including, without
limitation, the powers referred to in Article II hereof. Without limiting the
generality of the foregoi ng, the Trustees may adopt By-Laws not inconsistent
with this Declaration of Trust providing for the conduct of the business of the
Trust and may amend and repeal them to the extent that they do not reserve that
right to the Shareholders; they may fi ll vacancies in their number, including
vacancies resulting from increases in their own number, and may elect and
remove such officers and employ, appoint and terminate such employees or agents
as they consider appropriate; they may appoint from thei r own number and
terminate any one or more committees; they may employ one or more custodians of
the assets of the Trust and may authorize such custodians to employ
subcustodians and to deposit all or any part of such assets in a system or
systems fo r the central handling of securities, retain a transfer agent and a
Shareholder servicing agent, or both, provide for the distribution of Shares
through a principal underwriter or otherwise, set record dates, and in general
delegate such authority as they consider desirable (including, without
limitation, the authority to purchase and sell securities and to invest funds,
to determine the net income of the Trust for any period, the value of the total
assets of the Trust and the net asset value of each Share, and to execute such
deeds, agreements or other instruments either in the name of the Trust or the
names of the Trustees or as their attorney or attorneys or otherwise as the
Trustees from time to time may deem expedient) to any officer o f the Trust,
committee of the Trustees, any such employee, agent, custodian or underwriter
or to any Manager.
Without limiting the generality of the foregoing, the Trustees shall
have full power and authority:
(a) To invest and reinvest cash and to hold cash uninvested;
(b) To vote or give assent, or exercise any rights of ownership, with
respect to stock or other securities or property; and to execute and deliver
proxies or powers of attorney to such person or persons as the Trustees shall
deem proper, gra nting to such person or persons such power and discretion with
relation to securities or property as the Trustees shall deem proper;
(c) To hold any security or property in a form not indicating any
trust whether in bearer, unregistered or other negotiable form or in the name
of the Trust or a custodian, subcustodian or other depository or a nominee or
nominees or otherwi se;
(d) To consent to or participate in any plan for the reorganization,
consolidation or merger of any corporation or concern, any security of which
is held in the Trust; to consent to any contract, lease, mortgage, purchase or
sale of property by such corporation or concern, and to pay calls or
subscriptions with respect to any security held in the Trust;
(e) To join with other security holders in acting through a committee,
depositary, voting trustee or otherwise, and in that connection to deposit any
security with, or transfer any security to, any such committee, depositary or
trustee, and to delegate to them such power and authority with relation to any
security (whether or not so deposited or transferred) as the Trustees shall
deem proper, and to agree to pay, and to pay, such portion of the expenses and
compensation of such committe e, depositary or trustee as the Trustees shall
deem proper;
(f) To compromise, arbitrate, or otherwise adjust claims in favor of
or against the Trust or any matter in controversy, including, but not limited
to, claims for taxes;
(g) Subject to the provisions of Article III, Section 3, to allocate
assets, liabilities, income and expenses of the Trust to a particular series of
Shares or to apportion the same among two or more series, provided that any
liabilities or e xpenses incurred by a particular series of Shares shall be
payable solely out of the assets of that series; and to the extent necessary or
appropriate to give effect to the preferences and special or relative rights
and privileges of any classes of S hares, to allocate assets, liabilities,
income and expenses of a series to a particular class of Shares of that series
or to apportion the same among two or more classes of Shares of that series;
(h) To enter into joint ventures, general or limited partnerships and
any other combinations or associations;
(i) To purchase and pay for entirely out of Trust property such
insurance as they may deem necessary or appropriate for the conduct of the
business, including, without limitation, insurance policies insuring the assets
of the Trust and payme nt of distributions and principal on its portfolio
investments, and insurance policies insuring the Shareholders, Trustees,
officers, employees, agents, investment advisers or Managers, principal
underwriters, or independent contractors of the Trust individually against all
claims and liabilities of every nature arising by reason of holding, being or
having held any such office or position, or by reason of any action alleged to
have been taken or omitted by any such person as Shareholder, Truste e,
officer, employee, agent, investment adviser or Manager, principal underwriter,
or independent contractor, including any action taken or omitted that may be
determined to constitute negligence, whether or not the Trust would have the
power to inde mnify such person against such liability; and
(j) To pay pensions for faithful service, as deemed appropriate by the
Trustees, and to adopt, establish and carry out pension, profit-sharing, share
bonus, share purchase, savings, thrift and other retirement, incentive and
benefit plans, t rusts and provisions, including the purchasing of life
insurance and annuity contracts as a means of providing such retirement and
other benefits, for any or all of the Trustees, officers, employees and agents
of the Trust.
Further, without limiting the generality of the foregoing, the Trustees
shall have full power and authority to incur and pay out of the principal or
income of the Trust such expenses and liabilities as may be deemed by the
Trustees to be nece ssary or proper for the purposes of the Trust; provided,
however, that all expenses and liabilities incurred by or arising in connection
with a particular series of Shares, as determined by the Trustees, shall be
payable solely out of the assets of t hat series.
Any determination made in good faith and, so far as accounting matters
are involved, in accordance with generally accepted accounting principles by or
pursuant to the authority granted by the Trustees, as to the amount of the
assets, debts, o bligations or liabilities of the Trust or a particular series
or class of Shares; the amount of any reserves or charges set up and the
propriety thereof; the time of or purpose for creating such reserves or
charges; the use, alteration or cancellatio n of any reserves or charges
(whether or not any debt, obligation or liability for which such reserves or
charges shall have been created shall have been paid or discharged or shall be
then or thereafter required to be paid or discharged); the price or closing bid
or asked price of any investment owned or held by the Trust or a particular
series; the market value of any investment or fair value of any other asset of
the Trust or a particular series; the number of Shares outstanding; the
estimate d expense to the Trust or a particular series in connection with
purchases of its Shares; the ability to liquidate investments in an orderly
fashion; and the extent to which it is practicable to deliver a cross-section
of the portfolio of the Trust o r a particular series in payment for any such
Shares, or as to any other matters relating to the issue, sale, purchase and/or
other acquisition or disposition of investments or Shares of the Trust or a
particular series, shall be final and conclusive , and shall be binding upon
the Trust or such series and its Shareholders, past, present and future, and
Shares are issued and sold on the condition and understanding that any and all
such determinations shall be binding as aforesaid.
Section 3. Meetings. At any meeting of the Trustees, a majority of
the Trustees then in office shall constitute a quorum. Any meeting may be
adjourned from time to time by a majority of the votes cast upon the question,
whether or not a quo rum is present, and the meeting may be held as adjourned
without further notice.
When a quorum is present at any meeting, a majority of the Trustees
present may take any action, except when a larger vote is required by this
Declaration of Trust, the By-Laws or the 1940 Act.
Any action required or permitted to be taken at any meeting of the
Trustees or of any committee thereof may be taken without a meeting, if a
written consent to such action is signed by a majority of the Trustees or
members of any such committ ee then in office, as the case may be, and such
written consent is filed with the minutes of proceedings of the Trustees or any
such committee.
The Trustees or any committee designated by the Trustees may
participate in a meeting of the Trustees or such committee by means of a
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other at the same time.
Participation by such means shall constitute presence in person at a meeting.
Section 4. Ownership of Assets of the Trust. Title to all of the
assets of each series of Shares of the Trust at all times shall be considered
as vested in the Trustees.
Section 5. Investment Advice and Management Services. The Trustees
shall not in any way be bound or limited by any present or future law or custom
in regard to investments by trustees. The Trustees from time to time may enter
into a writte n contract or contracts with any person or persons (herein called
the "Manager"), including any firm, corporation, trust or association in which
any Trustee or Shareholder may be interested, to act as investment advisers
and/or managers of the Trust and to provide such investment advice and/or
management as the Trustees from time to time may consider necessary for the
proper management of the assets of the Trust, including, without limitation,
authority to determine from time to time what invest ments shall be purchased,
held, sold or exchanged and what portion, if any, of the assets of the Trust
shall be held uninvested and to make changes in the Trust's investments. Any
such contract shall be subject to the requirements of the 1940 Act wi th
respect to its continuance in effect, its termination and the method of
authorization and approval of such contract, or any amendment thereto or
renewal thereof.
Any Trustee or any organization with which any Trustee may be
associated also may act as broker for the Trust in making purchases and sales
of securities for or to the Trust for its investment portfolio, and may charge
and receive from the Tr ust the usual and customary commission for such
service. Any organization with which a Trustee may be associated in acting as
broker for the Trust shall be responsible only for the proper execution of
transactions in accordance with the instructions of the Trust and shall be
subject to no further liability of any sort whatever.
The Manager, or any affiliate thereof, also may be a distributor for
the sale of Shares by separate contract or may be a person controlled by or
affiliated with any Trustee or any distributor or a person in which any Trustee
or any distributo r is interested financially, subject only to applicable
provisions of law. Nothing herein contained shall operate to prevent any
Manager, who also acts as such a distributor, from also receiving compensation
for services rendered as such distributor .
Section 6. Removal and Resignation of Trustees. The Trustees or the
Shareholders (by vote of 66-2/3% of the outstanding Shares entitled to vote
thereon) may remove at any time any Trustee with or without cause, and any
Trustee may resign at any time as Trustee, without penalty by written notice
to the Trust; provided that sixty days' advance written notice shall be given
in the event that there are only three or fewer Trustees at the time a notice
of resignation is submitted.
ARTICLE V
Shareholders' Voting Powers and Meetings
Section 1. Voting Powers. The Shareholders shall have power to vote
only (i) for the election of Trustees as provided in Article IV, Section 1, of
this Declaration of Trust; provided, however, that no meeting of Shareholders
is required to be called for the purpose of electing Trustees unless and until
such time as less than a majority of the Trustees have been elected by the
Shareholders, (ii) for the removal of Trustees as provided in Article IV,
Section 6, (iii) with respect to any Manager as provided in Article IV, Section
5, (iv) with respect to any amendment of this Declaration of Trust as provided
in Article IX, Section 9, (v) with respect to a consolidation, merger or
certain sales of assets as provided in Article IX, Sect ion 5, (vi) with
respect to the termination of the Trust or a series of Shares as provided in
Article IX, Section 6, and (vii) with respect to such additional matters
relating to the Trust as may be required by law, by this Declaration of Trust,
or t he By-Laws of the Trust or any registration of the Trust with the
Commission or any state, or as the Trustees may consider desirable. Each whole
Share shall be entitled to one vote as to any matter on which it is entitled to
vote (except that in the election of Trustees said vote may be cast for as many
persons as there are Trustees to be elected), and each fractional Share shall
be entitled to a proportionate fractional vote. Notwithstanding any other
provision of this Declaration of Trust, o n any matter submitted to a vote of
Shareholders, all Shares of the Trust then entitled to vote shall be voted by
individual series, except (i) when required by the 1940 Act, Shares shall be
voted in the aggregate and not by individual series and (ii ) when the Trustees
have determined that the matter affects only the interests of one or more
series or class, or as otherwise required by applicable law, then only
Shareholders of such series or class shall be entitled to vote thereon. There
shall be no cumulative voting in the election of Trustees. Shares may be voted
in person or by proxy. A proxy with respect to Shares held in the name of two
or more persons shall be valid if executed by any one of them, unless at or
prior to exercise of the proxy the Trust receives a specific written notice to
the contrary from any one of them. A proxy purporting to be executed by or on
behalf of a Shareholder shall be deemed valid unless challenged at or prior to
its exercise and the burden of pro ving invalidity shall rest on the
challenger. Until Shares are issued, the Trustees may exercise all rights of
Shareholders and may take any action required by law, this Declaration of Trust
or any By-Laws of the Trust to be taken by Shareholders.
Section 2. Meetings. Meetings of the Shareholders may be called by
the Trustees or such other person or persons as may be specified in the By-Laws
and shall be called by the Trustees upon the written request of Shareholders
owning at least 30% of the outstanding Shares entitled to vote. Shareholders
shall be entitled to at least ten days' prior notice of any meeting.
Section 3. Quorum and Required Vote. Thirty percent (30%) of the
outstanding Shares shall be a quorum for the transaction of business at a
Shareholders' meeting, except that where any provision of law or of this
Declaration of Trust permits or requires that holders of any series or class
shall vote as a series or class, then thirty percent (30%) of the aggregate
number of Shares of that series or class entitled to vote shall be necessary
to constitute a quorum for the transaction of bu siness by that series or
class. Any lesser number, however, shall be sufficient for adjournment and
any adjourned session or sessions may be held within 90 days after the date
set for the original meeting without the necessity of further notice. Ex cept
when a larger vote is required by any provision of this Declaration of Trust
or the By-Laws of the Trust and subject to any applicable requirements of law,
a majority of the Shares voted shall decide any question and a plurality shall
elect a Tr ustee, provided that where any provision of law or of this
Declaration of Trust permits or requires that the holders of any series or
class shall vote as a series or class, then a majority of the Shares of that
series or class voted on the matter (or a plurality with respect to the
election of a Trustee) shall decide that matter insofar as that series or
class is concerned.
Section 4. Action by Written Consent. Any action required or
permitted to be taken at any meeting may be taken without a meeting if a
consent in writing, setting forth such action, is signed by a majority of
Shareholders entitled to vote on the subject matter thereof (or such larger
proportion thereof as shall be required by any express provision of this
Declaration of Trust) and such consent is filed with the records of the Trust.
Section 5. Additional Provisions. The By-Laws may include further
provisions for Shareholders' votes and meetings and related matters.
ARTICLE VI
Distributions and Redemptions
Section 1. Distributions. The Trustees shall distribute periodically
to the Shareholders of each series of Shares an amount approximately equal to
the net income of that series, determined by the Trustees or as they may
authorize and as her ein provided. Distributions of income may be made in one
or more payments, which shall be in Shares, cash or otherwise, and on a date or
dates and as of a record date or dates determined by the Trustees. At any time
and from time to time in their d iscretion, the Trustees also may cause to be
distributed to the Shareholders of any one or more series as of a record date
or dates determined by the Trustees, in Shares, cash or otherwise, all or part
of any gains realized on the sale or disposition of the assets of the series or
all or part of any other principal of the Trust attributable to the series.
Each distribution pursuant to this Section 1 shall be made ratably according to
the number of Shares of the series held by the several Shareh olders on the
record date for such distribution, except to the extent otherwise required or
permitted by the preferences and special or relative rights and privileges of
any classes of Shares of that series, and any distribution to the Shareholders
of a particular class of Shares shall be made to such Shareholders pro rata in
proportion to the number of Shares of such class held by each of them. No
distribution need be made on Shares purchased pursuant to orders received, or
for which payment i s made, after such time or times as the Trustees may
determine.
Section 2. Determination of Net Income. In determining the net income
of each series or class of Shares for any period, there shall be deducted from
income for that period (a) such portion of all charges, taxes, expenses and
liabilities due or accrued as the Trustees shall consider properly chargeable
and fairly applicable to income for that period or any earlier period and (b)
whatever reasonable reserves the Trustees shall consider advisable for
possible future charges, taxes, expens es and liabilities which the Trustees
shall consider properly chargeable and fairly applicable to income for that
period or any earlier period. The net income of each series or class for any
period may be adjusted for amounts included on account of net income in the
net asset value of Shares issued or redeemed or repurchased during that
period. In determining the net income of a series or class for a period
ending on a date other than the end of its fiscal year, income may be
estimated as the Trustees shall deem fair. Gains on the sale or disposition
of assets shall not be treated as income, and losses shall not be charged
against income unless appropriate under applicable accounting principles,
except in the exercise of the discretionar y powers of the Trustees. Any
amount contributed to the Trust which is received as income pursuant to a
decree of any court of competent jurisdiction shall be applied as required by
the said decree.
Section 3. Redemptions. Any Shareholder shall be entitled to require
the Trust to redeem and the Trust shall be obligated to redeem at the option
of such Shareholder all or any part of the Shares owned by said Shareholder,
at the redemption price, pursuant to the method, upon the terms and subject to
the conditions hereinafter set forth:
(a) Certificates for Shares, if issued, shall be presented for
redemption in proper form for transfer to the Trust or the agent of the Trust
appointed for such purpose, and these shall be presented with a written request
that the Trust redee m all or any part of the Shares represented thereby.
(b) The redemption price per Share shall be the net asset value per
Share when next determined by the Trust at such time or times as the Trustees
shall designate, following the time of presentation of certificates for Shares,
if issued, and an appropriate request for redemption, or such other time as the
Trustees may designate in accordance with any provision of the 1940 Act, or any
rule or regulation made or adopted by any securities association registered
under the Securities Exchange Act of 1934, as determined by the Trustees, less
any applicable charge or fee imposed from time to time as determined by the
Trustees.
(c) Net asset value of each series or class of Shares (for the purpose
of issuance of Shares as well as redemptions thereof) shall be determined by
dividing:
(i) the total value of the assets of such series or class
determined as provided in paragraph (d) below less, to the extent determined by
or pursuant to the direction of the Trustees in accordance with generally
accepted accounting p rinciples, all debts, obligations and liabilities of such
series or class (which debts, obligations and liabilities shall include,
without limitation of the generality of the foregoing, any and all debts,
obligations, liabilities, or claims, of any a nd every kind and nature, fixed,
accrued and otherwise, including the estimated accrued expenses of management
and supervision, administration and distribution and any reserves or charges
for any or all of the foregoing, whether for taxes, expenses, or otherwise, and
the price of Shares redeemed but not paid for) but excluding the Trust's
liability upon its Shares and its surplus, by
(ii) the total number of Shares of such series or class
outstanding.
The Trustees are empowered, in their absolute discretion, to establish
other methods for determining such net asset value whenever such other methods
are deemed by them to be necessary to enable the Trust to comply with
applicable law, or are deemed by them to be desirable, provided they are not
inconsistent with any provision of the 1940 Act.
(d) In determining for the purposes of this Declaration of Trust the
total value of the assets of each series or class of Shares at any time,
investments and any other assets of such series or class shall be valued in
such manner as may be d etermined from time to time by or pursuant to the order
of the Trustees.
(e) Payment of the redemption price by the Trust may be made either in
cash or in securities or other assets at the time owned by the Trust or partly
in cash and partly in securities or other assets at the time owned by the
Trust. The value of any part of such payment to be made in securities or
other assets of the Trust shall be the value employed in determining the
redemption price. Payment of the redemption price shall be made on or before
the seventh day following the day on which the Shares are properly presented
for redemption hereunder, except that delivery of any securities included in
any such payment shall be made as promptly as any necessary transfers on the
books of the issuers whose securities are to be delivered may be made and,
except as postponement of the date of payment may be permissible under the
1940 Act.
Pursuant to resolution of the Trustees, the Trust may deduct from the
payment made for any Shares redeemed a liquidating charge not in excess of an
amount determined by the Trustees from time to time.
(f) The right of any holder of Shares redeemed by the Trust as
provided in this Article VI to receive dividends or distributions thereon and
all other rights of such Shareholder with respect to such Shares shall
terminate at the time as of w hich the redemption price of such Shares is
determined, except the right of such Shareholder to receive (i) the redemption
price of such Shares from the Trust in accordance with the provisions hereof,
and (ii) any dividend or distribution to which su ch Shareholder previously had
become entitled as the record holder of such Shares on the record date for such
dividend or distribution.
(g) Redemption of Shares by the Trust is conditional upon the Trust
having funds or other assets legally available therefor.
(h) The Trust, either directly or through an agent, may repurchase its
Shares, out of funds legally available therefor, upon such terms and conditions
and for such consideration as the Trustees shall deem advisable, by agreement
with the own er at a price not exceeding the net asset value per Share as
determined by or pursuant to the order of the Trustees at such time or times as
the Trustees shall designate, less any applicable charge, if and as fixed by
the Trustees from time to time, and to take all other steps deemed necessary or
advisable in connection therewith.
(i) Shares purchased or redeemed by the Trust shall be cancelled or
held by the Trust for reissue, as the Trustees from time to time may determine.
(j) The obligations set forth in this Article VI may be suspended or
postponed, (1) for any period (i) during which the New York Stock Exchange is
closed other than for customary weekend and holiday closings, or (ii) during
which trading on the New York Stock Exchange is restricted, (2) for any period
during which an emergency exists as a result of which (i) the disposal by the
Trust of investments owned by it is not reasonably practicable, or (ii) it is
not reasonably practicable for t he Trust fairly to determine the value of its
net assets, or (3) for such other periods as the Commission or any successor
governmental authority by order may permit.
Notwithstanding any other provision of this Section 3 of Article VI, if
certificates representing such Shares have been issued, the redemption or
repurchase price need not be paid by the Trust until such certificates are
presented in proper f orm for transfer to the Trust or the agent of the Trust
appointed for such purpose; however, the redemption or repurchase shall be
effective, in accordance with the resolution of the Trustees, regardless of
whether or not such presentation has been m ade.
Section 4. Redemptions at the Option of the Trust. The Trust shall
have the right at its option and at any time to redeem Shares of any
Shareholder at the net asset value thereof as determined in accordance with
Section 3 of Article VI of t his Declaration of Trust: (i) if at such time
such Shareholder owns fewer Shares than, or Shares having an aggregate net
asset value of less than, an amount determined from time to time by the
Trustees; or (ii) to the extent that such Shareholder ow ns Shares of a
particular series or class of Shares equal to or in excess of a percentage of
the outstanding Shares of that series or class determined from time to time by
the Trustees; or (iii) to the extent that such Shareholder owns Shares of the
Trust representing a percentage equal to or in excess of such percentage of the
aggregate number of outstanding Shares of the Trust or the aggregate net asset
value of the Trust determined from time to time by the Trustees.
Section 5. Dividends, Distributions, Redemptions and Repurchases. No
dividend or distribution (including, without limitation, any distribution paid
upon termination of the Trust or of any series) with respect to, nor any
redemption or repur chase of, the Shares of any series shall be effected by the
Trust other than from the assets of such series.
ARTICLE VII
Compensation and Limitation of
Liability of Trustees
Section 1. Compensation. The Trustees shall be entitled to reasonable
compensation from the Trust and may fix the amount of their compensation.
Section 2. Limitation of Liability. The Trustees shall not be
responsible or liable in any event for any neglect or wrongdoing of any
officer, agent, employee or Manager of the Trust, nor shall any Trustee be
responsible for the act or omis sion of any other Trustee, but nothing herein
contained shall protect any Trustee against any liability to which he would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
office.
Every note, bond, contract, instrument, certificate, share, or
undertaking and every other act or thing whatsoever executed or done by or on
behalf of the Trust or the Trustees or any of them in connection with the
Trust, shall be deemed conc lusively to have been executed or done only in
their or his capacity as Trustees or Trustee, and such Trustees or Trustee
shall not be personally liable thereon.
ARTICLE VIII
Indemnification
Section 1. Indemnification of Trustees, Officers, Employees and
Agents. Each person who is or was a Trustee, officer, employee or agent of the
Trust shall be entitled to indemnification out of the assets of the Trust to
the extent provided in, and subject to the provisions of, the By-Laws, provided
that no indemnification shall be granted by the Trust in contravention of the
1940 Act.
Section 2. Merged Corporations. For the purposes of this Article VIII
references to "the Trust" include any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which, if
its separate ex istence had continued, would have had power and authority to
indemnify its directors, officers, employees or agents as well as the resulting
or surviving entity; so that any person who is or was a director, officer,
employee or agent of such a consti tuent corporation or is or was serving at
the request of such a constituent corporation as a trustee, director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise shall stand in the same position under the provisions of this
Article VIII with respect to the resulting or surviving entity as he would have
with respect to such a constituent corporation if its separate existence had
continued.
Section 3. Shareholders. In case any Shareholder or former
Shareholder shall be held to be personally liable solely by reason of his being
or having been a Shareholder and not because of his acts or omissions or for
some other reason, the S hareholder or former Shareholder (or his heirs,
executors, administrators or other legal representatives or in the case of a
corporation or other entity, its corporate or other general successor) shall be
entitled out of the assets of the particular series of Shares of which he is or
was a Shareholder to be held harmless from and indemnified against all losses
and expenses arising from such liability. Upon request, the Trust shall cause
its counsel to assume the defense of any claim which, if s uccessful, would
result in an obligation of the Trust to indemnify the Shareholder as aforesaid.
ARTICLE IX
Status of the Trust and Other General Provisions
Section 1. Trust Not a Partnership. It is hereby expressly declared
that a trust and not a partnership is created hereby. Neither the Trust nor
the Trustees, nor any officer, employee or agent of the Trust shall have any
power to bind pers onally either the Trust's Trustees or officers or any Share-
holders. All persons extending credit to, contracting with or having any claim
against the Trust or a particular series of Shares shall look only to the
assets of the Trust or the assets o f that particular series for payment under
such credit, contract or claim; and neither the Shareholders nor the Trustees,
nor any of the Trust's officers, employees or agents, whether past, present or
future, shall be personally liable therefor. Not hing in this Declaration of
Trust shall protect any Trustee against any liability to which such Trustee
otherwise would be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the condu ct of the
office of Trustee hereunder.
Section 2. Trustee's Good Faith Action, Expert Advice, No Bond or
Surety. The exercise by the Trustees of their powers and discretion hereunder
under the circumstances then prevailing, shall be binding upon everyone
interested. A Trustee s hall be liable for his or her own willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of the office of Trustee, and for nothing else, and shall not be liable
for errors of judgment or mistakes of fact or law. The Trustees may take
advice of counsel or other experts with respect to the meaning and operation of
this Declaration of Trust, and subject to the provisions of Section 1 of this
Article IX shall be under no liability for any act or omission in accordance
with such advice or for failing to follow such advice. The Trustees shall not
be required to give any bond as such, nor any surety if a bond is required.
Section 3. Liability of Third Persons Dealing with Trustees. No
person dealing with the Trustees shall be bound to make any inquiry concerning
the validity of any transaction made or to be made by the Trustees pursuant
hereto or to see to t he application of any payments made or property
transferred to the Trust or upon its order.
Section 4. Trustees, Shareholders, etc. Not Personally Liable;
Notice. All persons extending credit to, contracting with or having any claim
against the Trust or a particular series of Shares shall look only to the
assets of the Trust or t he assets of that particular series of Shares for
payment under such credit, contract or claim; and neither the Shareholders nor
the Trustees, nor any of the Trust's officers, employees or agents, whether
past, present or future, shall be personally liable therefor.
Section 5. Consolidation, Merger, Sale of Assets. The Trust may, in
accordance with the provisions of this Section:
(1) Consolidate with one or more corporations or trusts to form a new
consolidated corporation or trust; or
(2) Merge into a corporation or trust, or have merged into it one or
more corporations or trusts; or
(3) Sell, lease, exchange or transfer all, or substantially all, its
property and assets, including its good will and franchises.
Any such consolidation, merger, sale, lease, exchange or other transfer
of all or substantially all of the property and assets of the Trust may be made
only upon substantially the terms and conditions set forth in a proposed form
of articles of consolidation, articles of merger or articles of sale, lease,
exchange or transfer, as the case may be, which are approved by votes of the
Trustees and Shareholders holding a majority of the Shares entitled to vote
thereon, provided that in the ca se of a merger in which the Trust is the
surviving entity which effects no reclassification or change of any outstanding
shares of the Trust or other amendment of this Declaration of Trust, no vote of
the Shareholders shall be necessary (and in lieu thereof, the proposed articles
of merger shall be approved by a majority of the Trustees) if the number of
Shares, if any, of the Trust to be issued or delivered in the merger does not
exceed fifteen percent of the number of Shares outstanding (befor e giving
effect to the merger) on the effective date of the merger. Any articles of
consolidation, merger, sale, lease, exchange or transfer shall constitute a
supplemental Declaration of Trust, copies of which shall be filed as specified
in Section 7 of this Article IX.
Section 6. Termination of Trust. Unless terminated as provided
herein, the Trust shall continue without limitation of time. The Trust may be
terminated at any time by vote of Shareholders holding at least a majority of
the Shares of each s eries entitled to vote or by the Trustees by written
notice to the Shareholders. Any series of Shares may be terminated at any time
by vote of Shareholders holding at least a majority of the Shares of such
series entitled to vote or by the Trustees by written notice to the
Shareholders of such series.
Upon termination of the Trust or of any one or more series of Shares,
after paying or otherwise providing for all charges, taxes, expenses and
liabilities, whether due or accrued or anticipated as may be determined by the
Trustees, the Trust shall reduce, in accordance with such procedures as the
Trustees consider appropriate, the remaining assets to distributable form in
cash or shares or other securities, or any combination thereof, and distribute
the proceeds to the Shareholders of th e series involved, ratably according to
the number of Shares of such series held by the several Shareholders of such
series on the date of termination, except to the extent otherwise required or
permitted by the preferences and special or relative ri ghts and privileges of
any classes of Shares of that series, provided that any distribution to the
Shareholders of a particular class of Shares shall be made to such Shareholders
pro rata in proportion to the number of Shares of such class held by ea ch of
them.
Section 7. Filing of Copies, References, Headings. The original or a
copy of this instrument and of each amendment hereto and of each Declaration of
Trust supplemental hereto shall be kept at the office of the Trust where it may
be inspecte d by any Shareholder. A copy of this instrument and of each such
amendment and supplemental Declaration of Trust shall be filed by the Trust
with the Secretary of State of The Commonwealth of Massachusetts and the Boston
City Clerk, as well as any o ther governmental office where such filing may
from time to time be required. Anyone dealing with the Trust may rely on a
certificate by an officer of the Trust as to whether or not any such amendments
or supplemental Declarations of Trust have been made and as to matters in
connection with the Trust hereunder; and, with the same effect as if it were
the original, may rely on a copy certified by an officer of the Trust to be a
copy of this instrument or of any such amendment or supplemental Dec laration
of Trust. In this instrument or in any such amendment or supplemental
Declaration of Trust, references to this instrument, and all expressions like
"herein," "hereof," and "hereunder," shall be deemed to refer to this
instrument as amended or affected by any such amendment or supplemental
Declaration of Trust. Headings are placed herein for convenience of reference
only and in case of any conflict, the text of this instrument, rather than the
headings, shall control. This instrument m ay be executed in any number of
counterparts each of which shall be deemed an original.
Section 8. Applicable Law. The Trust set forth in this instrument is
made in The Commonwealth of Massachusetts, and it is created under and is to be
governed by and construed and administered according to the laws of said
Commonwealth. The Trust shall be of the type commonly called a Massachusetts
business trust, and without limiting the provisions hereof, the Trust may
exercise all powers which are ordinarily exercised by such a trust.
Section 9. Amendments. This Declaration of Trust may be amended at
any time by an instrument in writing signed by a majority of the then Trustees
when authorized so to do by a vote of Shareholders holding a majority of the
Shares of each se ries or class entitled to vote, except that an amendment
which shall affect the holders of one or more series or class of Shares but not
the holders of all outstanding series or class shall be authorized by vote of
the Shareholders holding a majority of the Shares entitled to vote of each
series or class affected and no vote of Shareholders of a series or class not
affected shall be required. Amendments having the purpose of changing the name
of the Trust or of supplying any omission, curing an y ambiguity or curing,
correcting or supplementing any defective or inconsistent provision contained
herein shall not require authorization by Shareholder vote.
IN WITNESS WHEREOF, Marie E. Connolly, the Sole Trustee, has hereunto
set her hand and seal for herself and her assigns as of the day and year first
above written.
/s/ MARIE E. CONNOLLY________
Marie E. Connolly, Sole Trustee
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On this 5th day of May, 1997, before me personally came Marie E.
Connolly, Sole Trustee of the Fund, to me known, and known to me to be the
person described in and who executed the foregoing instrument, and she duly
acknowledged to me that she had executed the same.
Notary Public
Exhibit No. 24(b)(2)
BY-LAWS
OF
DREYFUS INSTITUTIONAL PREFERRED MONEY MARKET FUND
ARTICLE 1
Agreement and Declaration of Trust and Principal Office
1.1. Agreement and Declaration of Trust. These By-Laws
shall be subject to the Agreement and Declaration of Trust, as from time to
time in effect (the "Declaration of Trust"), of the above-captioned
Massachusetts business trust es tablished by the Declaration of Trust (the
"Trust").
1.2. Principal Office of the Trust. The principal office of
the Trust shall be located in New York, New York. Its resident agent in
Massachusetts shall be CT Corporation System, 2 Oliver Street, Boston,
Massachusetts, or such oth er person as the Trustees from time to time may
select.
ARTICLE 2
Meetings of Trustees
2.1. Regular Meetings. Regular meetings of the Trustees may
be held without call or notice at such places and at such times as the Trustees
from time to time may determine, provided that notice of the first regular
meeting followi ng any such determination shall be given to absent Trustees.
2.2. Special Meetings. Special meetings of the Trustees may
be held at any time and at any place designated in the call of the meeting when
called by the President or the Treasurer or by two or more Trustees, sufficient
notice the reof being given to each Trustee by the Secretary or an Assistant
Secretary or by the officer or the Trustees calling the meeting.
2.3. Notice of Special Meetings. It shall be sufficient
notice to a Trustee of a special meeting to send notice by mail at least forty-
eight hours or by telegram at least twenty-four hours before the meeting
addressed to the Trust ee at his or her usual or last known business or
residence address or to give notice to him or her in person or by telephone at
least twenty-four hours before the meeting. Notice of a meeting need not be
given to any Trustee if a written waiver of n otice, executed by him or her
before or after the meeting, is filed with the records of the meeting, or to
any Trustee who attends the meeting without protesting prior thereto or at its
commencement the lack of notice to him or her. Neither notice o f a meeting
nor a waiver of a notice need specify the purposes of the meeting.
2.4. Notice of Certain Actions by Consent. If in accordance
with the provisions of the Declaration of Trust any action is taken by the
Trustees by a written consent of less than all of the Trustees, then prompt
notice of any such action shall be furnished to each Trustee who did not
execute such written consent, provided that the effectiveness of such action
shall not be impaired by any delay or failure to furnish such notice.
ARTICLE 3
Officers
3.1. Enumeration; Qualification. The officers of the Trust
shall be a President, a Treasurer, a Secretary, and such other officers, if
any, as the Trustees from time to time may in their discretion elect. The
Trust also may have such agents as the Trustees from time to time may in their
discretion appoint. An officer may be but need not be a Trustee or
shareholder. Any two or more offices may be held by the same person.
3.2. Election. The President, the Treasurer and the
Secretary shall be elected by the Trustees upon the occurrence of any vacancy
in any such office. Other officers, if any, may be elected or appointed by the
Trustees at any time . Vacancies in any such other office may be filled at any
time.
3.3. Tenure. The President, Treasurer and Secretary shall
hold office in each case until he or she sooner dies, resigns, is removed or
becomes disqualified. Each other officer shall hold office and each agent
shall retain authori ty at the pleasure of the Trustees.
3.4. Powers. Subject to the other provisions of these By-
Laws, each officer shall have, in addition to the duties and powers herein and
in the Declaration of Trust set forth, such duties and powers as commonly are
incident to the office occupied by him or her as if the Trust were organized as
a Massachusetts business corporation or such other duties and powers as the
Trustees may from time to time designate.
3.5. President. Unless the Trustees otherwise provide, the
President shall preside at all meetings of the shareholders and of the
Trustees. Unless the Trustees otherwise provide, the President shall be the
chief executive officer .
3.6. Treasurer. The Treasurer shall be the chief financial
and accounting officer of the Trust, and, subject to the provisions of the
Declaration of Trust and to any arrangement made by the Trustees with a
custodian, investment ad viser or manager, or transfer, shareholder servicing
or similar agent, shall be in charge of the valuable papers, books of account
and accounting records of the Trust, and shall have such other duties and
powers as may be designated from time to time by the Trustees or by the
President.
3.7. Secretary. The Secretary shall record all proceedings
of the shareholders and the Trustees in books to be kept therefor, which books
or a copy thereof shall be kept at the principal office of the Trust. In the
absence of the Secretary from any meeting of the shareholders or Trustees, an
Assistant Secretary, or if there be none or if he or she is absent, a
temporary Secretary chosen at such meeting shall record the proceedings
thereof in the aforesaid books.
3.8. Resignations and Removals. Any Trustee or officer may
resign at any time by written instrument signed by him or her and delivered to
the President or Secretary or to a meeting of the Trustees. Such resignation
shall be effec tive upon receipt unless specified to be effective at some other
time. The Trustees may remove any officer elected by them with or without
cause. Except to the extent expressly provided in a written agreement with the
Trust, no Trustee or officer r esigning and no officer removed shall have any
right to any compensation for any period following his or her resignation or
removal, or any right to damages on account of such removal.
ARTICLE 4
Committees
4.1. Appointment. The Trustees may appoint from their
number an executive committee and other committees. Except as the Trustees
otherwise may determine, any such committee may make rules for conduct of its
business.
4.2. Quorum; Voting. A majority of the members of any
Committee of the Trustees shall constitute a quorum for the transaction of
business, and any action of such a Committee may be taken at a meeting by a
vote of a majority of the members present (a quorum being present).
ARTICLE 5
Reports
The Trustees and officers shall render reports at the time and
in the manner required by the Declaration of Trust or any applicable law.
Officers and Committees shall render such additional reports as they may deem
desirable or as ma y from time to time be required by the Trustees.
ARTICLE 6
Fiscal Year
The fiscal year of the Trust shall be fixed, and shall be
subject to change, by the Board of Trustees.
ARTICLE 7
Seal
The seal of the Trust shall consist of a flat-faced die with
the word "Massachusetts," together with the name of the Trust and the year of
its organization cut or engraved thereon but, unless otherwise required by the
Trustees, the se al shall not be necessary to be placed on, and in its absence
shall not impair the validity of, any document, instrument or other paper
executed and delivered by or on behalf of the Trust.
ARTICLE 8
Execution of Papers
Except as the Trustees generally or in particular cases may
authorize the execution thereof in some other manner, all deeds, leases,
contracts, notes and other obligations made by the Trustees shall be signed by
the President, any Vic e President, or by the Treasurer and need not bear the
seal of the Trust.
ARTICLE 9
Issuance of Share Certificates
9.1. Sale of Shares. Except as otherwise determined by the
Trustees, the Trust will issue and sell for cash or securities from time to
time, full and fractional shares of its shares of beneficial interest, such
shares to be issued and sold at a price of not less than net asset value per
share as from time to time determined in accordance with the Declaration of
Trust and these By-Laws and, in the case of fractional shares, at a
proportionate reduction in such price. In the c ase of shares sold for
securities, such securities shall be valued in accordance with the provisions
for determining value of assets of the Trust as stated in the Declaration of
Trust and these By-Laws. The officers of the Trust are severally author ized
to take all such actions as may be necessary or desirable to carry out this
Section 9.1.
9.2. Share Certificates. In lieu of issuing certificates
for shares, the Trustees or the transfer agent either may issue receipts
therefor or may keep accounts upon the books of the Trust for the record
holders of such shares, who shall in either case, for all purposes hereunder,
be deemed to be the holders of certificates for such shares as if they had
accepted such certificates and shall be held to have expressly assented and
agreed to the terms hereof.
The Trustees at any time may authorize the issuance of share
certificates. In that event, each shareholder shall be entitled to a
certificate stating the number of shares owned by him, in such form as shall
be prescribed from time to time by the Trustees. Such certificate shall be
signed by the President or Vice President and by the Treasurer or Assistant
Treasurer. Such signatures may be facsimile if the certificate is signed by a
transfer agent, or by a registrar, other than a Trustee, officer or employee
of the Trust. In case any officer who has signed or whose facsimile signature
has been placed on such certificate shall cease to be such officer before such
certificate is issued, it may be issued by the Trust with th e same effect as
if he or she were such officer at the time of its issue.
9.3. Loss of Certificates. The Trust, or if any transfer
agent is appointed for the Trust, the transfer agent with the approval of any
two officers of the Trust, is authorized to issue and countersign replacement
certificates for the shares of the Trust which have been lost, stolen or
destroyed subject to the deposit of a bond or other indemnity in such form and
with such security, if any, as the Trustees may require.
9.4. Discontinuance of Issuance of Certificates. The
Trustees at any time may discontinue the issuance of share certificates and by
written notice to each shareholder, may require the surrender of share
certificates to the Trust f or cancellation. Such surrender and cancellation
shall not affect the ownership of shares in the Trust.
ARTICLE 10
Indemnification
10.1. Trustees, Officers, etc. The Trust shall indemnify each
of its Trustees and officers (including persons who serve at the Trust's
request as directors, officers or trustees of another organization in which the
Trust has any inte rest as a shareholder, creditor or otherwise) (hereinafter
referred to as a "Covered Person") against all liabilities and expenses,
including but not limited to amounts paid in satisfaction of judgments, in
compromise or as fines and penalties, and c ounsel fees reasonably incurred by
any Covered Person in connection with the defense or disposition of any action,
suit or other proceeding, whether civil or criminal, before any court or
administrative or legislative body, in which such Covered Pers on may be or may
have been involved as a party or otherwise or with which such person may be or
may have been threatened, while in office or thereafter, by reason of being or
having been such a Trustee or officer, except with respect to any matter as to
which such Covered Person shall have been finally adjudicated in a decision on
the merits in any such action, suit or other proceeding not to have acted in
good faith in the reasonable belief that such Covered Person's action was in
the best inte rests of the Trust and except that no Covered Person shall be
indemnified against any liability to the Trust or its Shareholders to which
such Covered Person would otherwise be subject by reason of wilful misfeasance,
bad faith, gross negligence or r eckless disregard of the duties involved in
the conduct of such Covered Person's office. Expenses, including counsel fees
so incurred by any such Covered Person (but excluding amounts paid in
satisfaction of judgments, in compromise or as fines or p enalties), may be
paid from time to time by the Trust in advance of the final disposition or any
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of such Covered Person to repay amounts so paid to the Trust if it is ulti
mately determined that indemnification of such expenses is not authorized under
this Article, provided that (a) such Covered Person shall provide security for
his undertaking, (b) the Trust shall be insured against losses arising by
reason of such Co vered Person's failure to fulfill his undertaking, or (c) a
majority of the Trustees who are disinterested persons and who are not
Interested Persons (as that term is defined in the Investment Company Act of
1940) (provided that a majority of such Tr ustees then in office act on the
matter), or independent legal counsel in a written opinion, shall determine,
based on a review of readily available facts (but not a full trial-type
inquiry), that there is reason to believe such Covered Person ultima tely will
be entitled to indemnification.
10.2. Compromise Payment. As to any matter disposed of
(whether by a compromise payment, pursuant to a consent decree or otherwise)
without an adjudication in a decision on the merits by a court, or by any
other body before which the proceeding was brought, that such Covered Person
either (a) did not act in good faith in the reasonable belief that such
Covered Person's action was in the best interests of the Trust or (b) is
liable to the Trust or its Shareholders by reason of wi llful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of such Covered Person's office, indemnification shall be provided if
(a) approved as in the best interest of the Trust, after notice that it i
nvolves such indemnification, by at least a majority of the Trustees who are
disinterested persons and are not Interested Persons (provided that a majority
of such Trustees then in office act on the matter), upon a determination, based
upon a review of readily available facts (but not a full trial-type inquiry)
that such Covered Person acted in good faith in the reasonable belief that such
Covered Person's action was in the best interests of the Trust and is not
liable to the Trust or its Shareh olders by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of such Covered Person's office, or (b) there has been obtained an
opinion in writing of independent legal counsel, based upon a review of readily
available facts (but not a full trial-type inquiry) to the effect that such
Covered Person appears to have acted in good faith in the reasonable belief
that such Covered Person's action was in the best interests of the Trust and
that such indemnification would not protect such Covered Person against any
liability to the Trust to which such Covered Person would otherwise be subject
by reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office. Any approval
pursuant to this Section shall not prevent the recovery from any Covered Person
of any amount paid to such Covered Person in accordance with this Section as
indemnification if such Covered Person is subsequently adjudicated by a court
of competent jurisdiction not to have acted in good faith in the reasonable
belief that such Covered Person's action was in the best interests of the Trust
or to have been liable to the Trust or its share holders by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of such Covered Person's office.
10.3 Indemnification Not Exclusive. The right of
indemnification hereby provided shall not be exclusive of or affect any other
rights to which any such Covered Person may be entitled. As used in this
Article 10, the term "Covered Person" shall include such person's heirs,
executors and administrators, and a "disinterested person" is a person against
whom none of the actions, suits or other proceedings in question or another
action, suit, or other proceeding on the same or si milar grounds is then or
has been pending. Nothing contained in this article shall affect any rights
to indemnification to which personnel of the Trust, other than Trustees and
officers, and other persons may be entitled by contract or otherwise und er
law, nor the power of the Trust to purchase and maintain liability insurance
on behalf of such person.
10.4. Limitation. Notwithstanding any provisions in the
Declaration of Trust and these By-Laws pertaining to indemnification, all such
provisions are limited by the following undertaking set forth in the rules
promulgated by the Secu rities and Exchange Commission:
In the event that a claim for indemnification is asserted by a Trustee,
officer or controlling person of the Trust in connection with the registered
securities of the Trust, the Trust will not make such indemnification unless
(i) the Trust ha s submitted, before a court or other body, the question of
whether the person to be indemnified was liable by reason of wilful
misfeasance, bad faith, gross negligence, or reckless disregard of duties, and
has obtained a final decision on the merits that such person was not liable by
reason of such conduct or (ii) in the absence of such decision, the Trust shall
have obtained a reasonable determination, based upon a review of the facts,
that such person was not liable by virtue of such conduct, by (a) the vote of a
majority of Trustees who are neither interested persons as such term is defined
in the Investment Company Act of 1940, nor parties to the proceeding or (b) an
independent legal counsel in a written opinion.
The Trust will not advance attorneys' fees or other expenses incurred
by the person to be indemnified unless the Trust shall have (i) received an
undertaking by or on behalf of such person to repay the advance unless it is
ultimately determin ed that such person is entitled to indemnification and one
of the following conditions shall have occurred: (x) such person shall provide
security for his undertaking, (y) the Trust shall be insured against losses
arising by reason of any lawful adv ances or (z) a majority of the
disinterested, non-party Trustees of the Trust, or an independent legal counsel
in a written opinion, shall have determined that based on a review of readily
available facts there is reason to believe that such person u ltimately will be
found entitled to indemnification.
ARTICLE 11
Shareholders
11.1. Meetings. A meeting of the shareholders shall be called
by the Secretary whenever ordered by the Trustees, or requested in writing by
the holder or holders of at least 10% of the outstanding shares entitled to
vote at such meet ing. If the meeting is a meeting of the shareholders of one
or more series or class of shares, but not a meeting of all shareholders of the
Trust, then only the shareholders of such one or more series or classes shall
be entitled to notice of and to vote at the meeting. If the Secretary, when so
ordered or requested, refuses or neglects for more than five days to call such
meeting, the Trustees, or the shareholders so requesting may, in the name of
the Secretary, call the meeting by giving not ice thereof in the manner
required when notice is given by the Secretary.
11.2. Access to Shareholder List. Shareholders of record may
apply to the Trustees for assistance in communicating with other shareholders
for the purpose of calling a meeting in order to vote upon the question of
removal of a Truste e. When ten or more shareholders of record who have been
such for at least six months preceding the date of application and who hold in
the aggregate shares having a net asset value of at least $25,000 or at least
1% of the outstanding shares, which ever is less, so apply, the Trustees shall
within five business days either:
(i) afford to such applicants access to a list of
names and addresses of all shareholders as recorded on the books of the Trust;
or
(ii) inform such applicants of the approximate
number of shareholders of record and the approximate cost of mailing material
to them and, within a reasonable time thereafter, mail, materials submitted by
the applicants, to all such shareholders of record. The Trustees shall not be
obligated to mail materials which they believe to be misleading or in violation
of applicable law.
11.3. Record Dates. For the purpose of determining the
shareholders of any series or class who are entitled to vote or act at any
meeting or any adjournment thereof, or who are entitled to receive payment of
any dividend or of any ot her distribution, the Trustees from time to time may
fix a time, which shall be not more than 90 days before the date of any meeting
of shareholders or the date of payment of any dividend or of any other
distribution, as the record date for determini ng the shareholders of such
series or class having the right to notice of and to vote at such meeting and
any adjournment thereof or the right to receive such dividend or distribution,
and in such case only shareholders of record on such record date shall have
such right notwithstanding any transfer of shares on the books of the Trust
after the record date; or without fixing such record date the Trustees may for
any such purposes close the register or transfer books for all or part of such
perio d.
11.4. Place of Meetings. All meetings of the shareholders
shall be held at the principal office of the Trust or at such other place
within the United States as shall be designated by the Trustees or the
President of the Trust.
11.5. Notice of Meetings. A written notice of each meeting of
shareholders, stating the place, date and hour and the purposes of the meeting,
shall be given at least ten days before the meeting to each shareholder
entitled to vote th ereat by leaving such notice with him or at his residence
or usual place of business or by mailing it, postage prepaid, and addressed to
such shareholder at his address as it appears in the records of the Trust.
Such notice shall be given by the Sec retary or an Assistant Secretary or by an
officer designated by the Trustees. No notice of any meeting of shareholders
need be given to a shareholder if a written waiver of notice, executed before
or after the meeting by such shareholder or his atto rney thereunto duly
authorized, is filed with the records of the meeting.
11.6. Ballots. No ballot shall be required for any election
unless requested by a shareholder present or represented at the meeting and
entitled to vote in the election.
11.7. Proxies. Shareholders entitled to vote may vote either
in person or by proxy in writing dated not more than six months before the
meeting named therein, which proxies shall be filed with the Secretary or other
person responsibl e to record the proceedings of the meeting before being
voted. Unless otherwise specifically limited by their terms, such proxies
shall entitle the holders thereof to vote at any adjournment of such meeting
but shall not be valid after the final adj ournment of such meeting. The
placing of a shareholder's name on a proxy pursuant to telephonic or
electronically transmitted instructions obtained pursuant to procedures
reasonably designed to verify that such instructions have been authorized by s
uch shareholder shall constitute execution of such proxy by or on behalf of
such shareholder.
ARTICLE 12
Amendments to the By-Laws
These By-Laws may be amended or repealed, in whole or in part,
by a majority of the Trustees then in office at any meeting of the Trustees, or
by one or more writings signed by such a majority.
Dated: May 2, 1997
Exhibit No. 24(b)(5)
MANAGEMENT AGREEMENT
DREYFUS INSTITUTIONAL PREFERRED MONEY MARKET FUND
200 Park Avenue
New York, New York 10166
May 21, 1997
The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Dear Sirs:
The above-named investment company (the "Fund") herewith
confirms its agreement with you as follows:
The Fund desires to employ its capital by investing and
reinvesting the same in investments of the type and in accordance with the
limitations specified in its charter documents and in its Prospectus and
Statement of Additional Inform ation as from time to time in effect, copies of
which have been or will be submitted to you, and in such manner and to such
extent as from time to time may be approved by the Fund's Board. The Fund
desires to employ you to act as its investment advi ser.
In this connection it is understood that from time to time you
will employ or associate with yourself such person or persons as you may
believe to be particularly fitted to assist you in the performance of this
Agreement. Such person or persons may be officers or employees who are
employed by both you and the Fund. The compensation of such person or persons
shall be paid by you and no obligation may be incurred on the Fund's behalf in
any such respect.
Subject to the supervision and approval of the Fund's Board,
you will provide investment management of the Fund's portfolio in accordance
with the Fund's investment objectives and policies as stated in its Prospectus
and Statement of Additional Information as from time to time in effect. In
connection therewith, you will obtain and provide investment research and will
supervise the Fund's investments and conduct a continuous program of
investment, evaluation and, if appropriate, sale and reinvestment of the Fund's
assets. You will furnish to the Fund such statistical information, with
respect to the investments which the Fund may hold or contemplate purchasing,
as the Fund may reasonably request. The Fund wishes to be inf ormed of
important developments materially affecting its portfolio and shall expect you,
on your own initiative, to furnish to the Fund from time to time such
information as you may believe appropriate for this purpose.
In addition, you will supply office facilities (which may be in
your own offices), data processing services, clerical, accounting and
bookkeeping services, internal auditing and legal services, internal executive
and administrative se rvices, and stationery and office supplies; prepare
reports to the Fund's stockholders, tax returns, reports to and filings with
the Securities and Exchange Commission and state Blue Sky authorities;
calculate the net asset value of the Fund's shares ; and generally assist in
all aspects of the Fund's operations. You shall have the right, at your
expense, to engage other entities to assist you in performing some or all of
the obligations set forth in this paragraph, provided each such entity ent ers
into an agreement with you in form and substance reasonably satisfactory to the
Fund. You agree to be liable for the acts or omissions of each such entity to
the same extent as if you had acted or failed to act under the circumstances.
You shall exercise your best judgment in rendering the services
to be provided to the Fund hereunder and the Fund agrees as an inducement to
your undertaking the same that you shall not be liable hereunder for any error
of judgment or mistake of law or for any loss suffered by the Fund, provided
that nothing herein shall be deemed to protect or purport to protect you
against any liability to the Fund or to its security holders to which you
would otherwise be subject by reason of willful misfeasance, bad faith or
gross negligence in the performance of your duties hereunder, or by reason of
your reckless disregard of your obligations and duties hereunder.
In consideration of services rendered pursuant to this
Agreement, the Fund will pay you on the first business day of each month a fee
at the annual rate of .10 of 1% of the value of the Fund's average daily net
assets less the accrued fees and expenses of the Board members who are not
"interested persons" (as defined in the Investment Company Act of 1940) of the
Fund (the "Non-Interested Board Members") and fees and expenses of independent
counsel to the Fund and to the Non-Inter ested Board Members. Net asset value
shall be computed on such days and at such time or times as described in the
Fund's then-current Prospectus and Statement of Additional Information. The
fee for the period from the date of the commencement of th e public sale of
the Fund's shares to the end of the month during which such sale shall have
been commenced shall be pro-rated according to the proportion which such
period bears to the full monthly period, and upon any termination of this
Agreement before the end of any month, the fee for such part of a month shall
be pro-rated according to the proportion which such period bears to the full
monthly period and shall be payable upon the date of termination of this
Agreement.
For the purpose of determining fees payable to you, the value
of the Fund's net assets shall be computed in the manner specified in the
Fund's charter documents for the computation of the value of the Fund's net
assets.
You will bear all expenses in connection with the performance
of your services under this Agreement, as well as all other expenses to be
incurred in the operation of the Fund, except the management fees payable
hereunder, interest, ta xes, brokerage fees and commissions, if any, fees
pursuant to any distribution or shareholder services plan adopted by the Fund,
fees and expenses of the Non-Interested Board Members, fees and expenses of
independent counsel to the Fund and to the No n-Interested Board Members, and
any extraordinary expenses.
The Fund understands that you now act, and that from time to
time hereafter you may act, as investment adviser to one or more other
investment companies and fiduciary or other managed accounts, and the Fund has
no objection to your so acting, provided that when the purchase or sale of
securities of the same issuer is suitable for the investment objectives of two
or more companies or accounts managed by you which have available funds for
investment, the available securities will b e allocated in a manner believed
by you to be equitable to each company or account. It is recognized that in
some cases this procedure may adversely affect the price paid or received by
the Fund or the size of the position obtainable for or disposed of by the
Fund.
In addition, it is understood that the persons employed by you
to assist in the performance of your duties hereunder will not devote their
full time to such service and nothing contained herein shall be deemed to limit
or restrict you r right or the right of any of your affiliates to engage in and
devote time and attention to other businesses or to render services of whatever
kind or nature.
You shall not be liable for any error of judgment or mistake of
law or for any loss suffered by the Fund in connection with the matters to
which this Agreement relates, except for a loss resulting from willful
misfeasance, bad faith o r gross negligence on your part in the performance of
your duties or from reckless disregard by you of your obligations and duties
under this Agreement. Any person, even though also your officer, director,
partner, employee or agent, who may be or b ecome an officer, Board member,
employee or agent of the Fund, shall be deemed, when rendering services to the
Fund or acting on any business of the Fund, to be rendering such services to or
acting solely for the Fund and not as your officer, directo r, partner,
employee or agent or one under your control or direction even though paid by
you.
This Agreement shall continue until May 21, 1999, and
thereafter shall continue automatically for successive annual periods ending on
May 21st of each year, provided such continuance is specifically approved at
least annually by (i) t he Fund's Board or (ii) vote of a majority (as defined
in the Investment Company Act of 1940) of the Fund's outstanding voting
securities, provided that in either event its continuance also is approved by a
majority of the Non-Interested Board Member s, by vote cast in person at a
meeting called for the purpose of voting on such approval. This Agreement is
terminable without penalty, on 60 days' notice, by the Fund's Board or by vote
of holders of a majority of the Fund's shares or, upon not les s than 90 days'
notice, by you. This Agreement also will terminate automatically in the event
of its assignment (as defined in said Act).
The Fund recognizes that from time to time your directors,
officers and employees may serve as directors, trustees, partners, officers and
employees of other corporations, business trusts, partnerships or other
entities (including oth er investment companies) and that such other entities
may include the name "Dreyfus" as part of their name, and that your corporation
or its affiliates may enter into investment advisory or other agreements with
such other entities. If you cease to act as the Fund's investment adviser, the
Fund agrees that, at your request, the Fund will take all necessary action to
change the name of the Fund to a name not including "Dreyfus" in any form or
combination of words.
This Agreement has been executed on behalf of the Fund by the
undersigned officer of the Fund in his capacity as an officer of the Fund.
The obligations of this Agreement shall only be binding upon the assets and
property of the Fund and shall not be binding upon any Board member, officer
or shareholder of the Fund individually.
If the foregoing is in accordance with your understanding, will you
kindly so indicate by signing and returning to us the enclosed copy hereof.
Very truly yours,
DREYFUS INSTITUTIONAL PREFERRED MONEY MARKET FUND
By:/s/ Elizabeth A. Keeley
___________________________
Vice President
Accepted:
THE DREYFUS CORPORATION
By:/s/ Stephen E. Canter
____________________________
Vice Chairman
Exhibit No. 24(b)(6)
DISTRIBUTION AGREEMENT
DREYFUS INSTITUTIONAL PREFERRED MONEY MARKET FUND
200 Park Avenue
New York, New York 10166
May 21, 1997
Premier Mutual Fund Services, Inc.
60 State Street
Boston, Massachusetts 02109
Dear Sirs:
This is to confirm that, in consideration of the agreements hereinafter
contained, the above-named investment company (the "Fund") has agreed that you
shall be, for the period of this agreement, the distributor of (a) shares of
each Series of the Fund set forth on Exhibit A hereto, as such Exhibit may be
revised from time to time (each, a "Series") or (b) if no Series are set forth
on such Exhibit, shares of the Fund. For purposes of this agreement the term
"Shares" shall mean the autho rized shares of the relevant Series, if any, and
otherwise shall mean the Fund's authorized shares.
1. Services as Distributor
1.1 You will act as agent for the distribution of Shares covered by,
and in accordance with, the registration statement and prospectus then in
effect under the Securities Act of 1933, as amended, and will transmit promptly
any orders receive d by you for purchase or redemption of Shares to the
Transfer and Dividend Disbursing Agent for the Fund of which the Fund has
notified you in writing.
1.2 You agree to use your best efforts to solicit orders for the sale
of Shares. It is contemplated that you will enter into sales or servicing
agreements with securities dealers, financial institutions and other industry
professionals, suc h as investment advisers, accountants and estate planning
firms, and in so doing you will act only on your own behalf as principal.
1.3 You shall act as distributor of Shares in compliance with all
applicable laws, rules and regulations, including, without limitation, all
rules and regulations made or adopted pursuant to the Investment Company Act
of 1940, as amended, by the Securities and Exchange Commission or any
securities association registered under the Securities Exchange Act of 1934,
as amended.
1.4 Whenever in their judgment such action is warranted by market,
economic or political conditions, or by abnormal circumstances of any kind, the
Fund's officers may decline to accept any orders for, or make any sales of, any
Shares until s uch time as they deem it advisable to accept such orders and to
make such sales and the Fund shall advise you promptly of such determination.
1.5 You shall not be liable for any costs and expenses in connection
with the registration of Shares under the Securities Act of 1933, as amended,
expenses in connection with maintaining facilities for the issue and transfer
of Shares and fo r supplying information, prices and other data to be furnished
by the Fund hereunder, or expenses in connection with the preparation and
printing of the Fund's prospectuses and statements of additional information
for regulatory purposes and for dist ribution to shareholders.
1.6 The Fund agrees to execute any and all documents and to furnish
any and all information and otherwise to take all actions which may be
reasonably necessary in the discretion of the Fund's officers in connection
with the qualification of Shares for sale in such states as you may designate
to the Fund and the Fund may approve, and the Fund agrees to pay all expenses
which may be incurred in connection with such qualification. You shall pay all
expenses connected with your own qualifi cation as a dealer under state or
Federal laws and, except as otherwise specifically provided in this agreement,
all other expenses incurred by you in connection with the sale of Shares as
contemplated in this agreement.
1.7 The Fund shall furnish you from time to time, for use in
connection with the sale of Shares, such information with respect to the Fund
or any relevant Series and the Shares as you may reasonably request, all of
which shall be signed by o ne or more of the Fund's duly authorized officers;
and the Fund warrants that the statements contained in any such information,
when so signed by the Fund's officers, shall be true and correct. The Fund
also shall furnish you upon request with: (a) semi-annual reports and annual
audited reports of the Fund's books and accounts made by independent public
accountants regularly retained by the Fund, (b) quarterly earnings statements
prepared by the Fund, (c) a monthly itemized list of the securit ies in the
Fund's or, if applicable, each Series' portfolio, (d) monthly balance sheets as
soon as practicable after the end of each month, and (e) from time to time such
additional information regarding the Fund's financial condition as you may reas
onably request.
1.8 The Fund represents to you that all registration statements and
prospectuses filed by the Fund with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, and under the Investment Company
Act of 1940, as ame nded, with respect to the Shares have been carefully
prepared in conformity with the requirements of said Acts and rules and
regulations of the Securities and Exchange Commission thereunder. As used in
this agreement the terms "registration statemen t" and "prospectus" shall mean
any registration statement and prospectus, including the statement of
additional information incorporated by reference therein, filed with the
Securities and Exchange Commission and any amendments and supplements theret o
which at any time shall have been filed with said Commission. The Fund
represents and warrants to you that any registration statement and prospectus,
when such registration statement becomes effective, will contain all statements
required to be st ated therein in conformity with said Acts and the rules and
regulations of said Commission; that all statements of fact contained in any
such registration statement and prospectus will be true and correct when such
registration statement becomes effe ctive; and that neither any registration
statement nor any prospectus when such registration statement becomes effective
will include an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary t o make the statements therein
not misleading. The Fund may but shall not be obligated to propose from time
to time such amendment or amendments to any registration statement and such
supplement or supplements to any prospectus as, in the light of fu ture
developments, may, in the opinion of the Fund's counsel, be necessary or
advisable. If the Fund shall not propose such amendment or amendments and/or
supplement or supplements within fifteen days after receipt by the Fund of a
written request f rom you to do so, you may, at your option, terminate this
agreement or decline to make offers of the Fund's securities until such
amendments are made. The Fund shall not file any amendment to any registration
statement or supplement to any prospectu s without giving you reasonable notice
thereof in advance; provided, however, that nothing contained in this agreement
shall in any way limit the Fund's right to file at any time such amendments to
any registration statement and/or supplements to any prospectus, of whatever
character, as the Fund may deem advisable, such right being in all respects
absolute and unconditional.
1.9 The Fund authorizes you to use any prospectus in the form
furnished to you from time to time, in connection with the sale of Shares. The
Fund agrees to indemnify, defend and hold you, your several officers and
directors, and any person who controls you within the meaning of Section 15 of
the Securities Act of 1933, as amended, free and harmless from and against any
and all claims, demands, liabilities and expenses (including the cost of
investigating or defending such claims, deman ds or liabilities and any counsel
fees incurred in connection therewith) which you, your officers and directors,
or any such controlling person, may incur under the Securities Act of 1933, as
amended, or under common law or otherwise, arising out of or based upon any
untrue statement, or alleged untrue statement, of a material fact contained in
any registration statement or any prospectus or arising out of or based upon
any omission, or alleged omission, to state a material fact required to be s
tated in either any registration statement or any prospectus or necessary to
make the statements in either thereof not misleading; provided, however, that
the Fund's agreement to indemnify you, your officers or directors, and any such
controlling per son shall not be deemed to cover any claims, demands,
liabilities or expenses arising out of any untrue statement or alleged untrue
statement or omission or alleged omission made in any registration statement or
prospectus in reliance upon and in con formity with written information
furnished to the Fund by you specifically for use in the preparation thereof.
The Fund's agreement to indemnify you, your officers and directors, and any
such controlling person, as aforesaid, is expressly conditione d upon the
Fund's being notified of any action brought against you, your officers or
directors, or any such controlling person, such notification to be given by
letter or by telegram addressed to the Fund at its address set forth above
within ten day s after the summons or other first legal process shall have been
served. The failure so to notify the Fund of any such action shall not relieve
the Fund from any liability which the Fund may have to the person against whom
such action is brought by r eason of any such untrue, or alleged untrue,
statement or omission, or alleged omission, otherwise than on account of the
Fund's indemnity agreement contained in this paragraph 1.9. The Fund will be
entitled to assume the defense of any suit brought to enforce any such claim,
demand or liability, but, in such case, such defense shall be conducted by
counsel of good standing chosen by the Fund and approved by you. In the event
the Fund elects to assume the defense of any such suit and retain co unsel of
good standing approved by you, the defendant or defendants in such suit shall
bear the fees and expenses of any additional counsel retained by any of them;
but in case the Fund does not elect to assume the defense of any such suit, or
in cas e you do not approve of counsel chosen by the Fund, the Fund will
reimburse you, your officers and directors, or the controlling person or
persons named as defendant or defendants in such suit, for the fees and
expenses of any counsel retained by you or them. The Fund's indemnification
agreement contained in this paragraph 1.9 and the Fund's representations and
warranties in this agreement shall remain operative and in full force and
effect regardless of any investigation made by or on behalf o f you, your
officers and directors, or any controlling person, and shall survive the
delivery of any Shares. This agreement of indemnity will inure exclusively to
your benefit, to the benefit of your several officers and directors, and their
respect ive estates, and to the benefit of any controlling persons and their
successors. The Fund agrees promptly to notify you of the commencement of any
litigation or proceedings against the Fund or any of its officers or Board
members in connection with the issue and sale of Shares.
1.10 You agree to indemnify, defend and hold the Fund, its several
officers and Board members, and any person who controls the Fund within the
meaning of Section 15 of the Securities Act of 1933, as amended, free and
harmless from and agains t any and all claims, demands, liabilities and
expenses (including the cost of investigating or defending such claims, demands
or liabilities and any counsel fees incurred in connection therewith) which the
Fund, its officers or Board members, or any such controlling person, may incur
under the Securities Act of 1933, as amended, or under common law or otherwise,
but only to the extent that such liability or expense incurred by the Fund, its
officers or Board members, or such controlling person resulting from such
claims or demands, shall arise out of or be based upon any untrue, or alleged
untrue, statement of a material fact contained in information furnished in
writing by you to the Fund specifically for use in the Fund's registration st
atement and used in the answers to any of the items of the registration
statement or in the corresponding statements made in the prospectus, or shall
arise out of or be based upon any omission, or alleged omission, to state a
material fact in connect ion with such information furnished in writing by you
to the Fund and required to be stated in such answers or necessary to make such
information not misleading. Your agreement to indemnify the Fund, its officers
and Board members, and any such cont rolling person, as aforesaid, is expressly
conditioned upon your being notified of any action brought against the Fund,
its officers or Board members, or any such controlling person, such
notification to be given by letter or telegram addressed to yo u at your
address set forth above within ten days after the summons or other first legal
process shall have been served. You shall have the right to control the
defense of such action, with counsel of your own choosing, satisfactory to the
Fund, if such action is based solely upon such alleged misstatement or omission
on your part, and in any other event the Fund, its officers or Board members,
or such controlling person shall each have the right to participate in the
defense or preparation of the defense of any such action. The failure so to
notify you of any such action shall not relieve you from any liability which
you may have to the Fund, its officers or Board members, or to such controlling
person by reason of any such untrue, or al leged untrue, statement or omission,
or alleged omission, otherwise than on account of your indemnity agreement
contained in this paragraph 1.10. This agreement of indemnity will inure
exclusively to the Fund's benefit, to the benefit of the Fund's officers and
Board members, and their respective estates, and to the benefit of any
controlling persons and their successors.
You agree promptly to notify the Fund of the commencement of any litigation or
proceedings against you or any of your officers or directors in connection with
the issue and sale of Shares.
1.11 No Shares shall be offered by either you or the Fund under any of
the provisions of this agreement and no orders for the purchase or sale of such
Shares hereunder shall be accepted by the Fund if and so long as the
effectiveness of the registration statement then in effect or any necessary
amendments thereto shall be suspended under any of the provisions of the
Securities Act of 1933, as amended, or if and so long as a current prospectus
as required by Section 10 of said Act, as am ended, is not on file with the
Securities and Exchange Commission; provided, however, that nothing contained
in this paragraph 1.11 shall in any way restrict or have an application to or
bearing upon the Fund's obligation to repurchase any Shares fro m any
shareholder in accordance with the provisions of the Fund's prospectus or
charter documents.
1.12 The Fund agrees to advise you immediately in writing:
(a) of any request by the Securities and Exchange Commission for amendments to
the registration statement or prospectus then in effect or for additional
information;
(b) in the event of the issuance by the Securities and Exchange Commission of
any stop order suspending the effectiveness of the registration statement or
prospectus then in effect or the initiation of any proceeding for that purpose;
(c) of the happening of any event which makes untrue any statement of a
material fact made in the registration statement or prospectus then in effect
or which requires the making of a change in such registration statement or
prospectus in order to m ake the statements therein not misleading; and
(d) of all actions of the Securities and Exchange Commission with respect to
any amendments to any registration statement or prospectus which may from time
to time be filed with the Securities and Exchange Commission.
2. Offering Price
Shares of any class of the Fund offered for sale by you shall be
offered for sale at a price per share (the "offering price") approximately
equal to (a) their net asset value (determined in the manner set forth in the
Fund's charter documents ) plus (b) a sales charge, if any and except to those
persons set forth in the then-current prospectus, which shall be the percentage
of the offering price of such Shares as set forth in the Fund's then-current
prospectus. The offering price, if not an exact multiple of one cent, shall be
adjusted to the nearest cent. In addition, Shares of any class of the Fund
offered for sale by you may be subject to a contingent deferred sales charge as
set forth in the Fund's then-current prospectus. You shall be entitled to
receive any sales charge or contingent deferred sales charge in respect of the
Shares. Any payments to dealers shall be governed by a separate agreement
between you and such dealer and the Fund's then-current prospectus.
3. Term
This agreement shall continue until the date (the "Reapproval Date")
set forth on Exhibit A hereto (and, if the Fund has Series, a separate
Reapproval Date shall be specified on Exhibit A for each Series), and
thereafter shall continue automa tically for successive annual periods ending
on the day (the "Reapproval Day") of each year set forth on Exhibit A hereto,
provided such continuance is specifically approved at least annually by (i) the
Fund's Board or (ii) vote of a majority (as def ined in the Investment Company
Act of 1940) of the Shares of the Fund or the relevant Series, as the case may
be, provided that in either event its continuance also is approved by a
majority of the Board members who are not "interested persons" (as d efined in
said Act) of any party to this agreement, by vote cast in person at a meeting
called for the purpose of voting on such approval. This agreement is
terminable without penalty, on 60 days' notice, by vote of holders of a
majority of the Fund 's or, as to any relevant Series, such Series' outstanding
voting securities or by the Fund's Board as to the Fund or the relevant Series,
as the case may be. This agreement is terminable by you, upon 270 days'
notice, effective on or after the fift h anniversary of the date hereof. This
agreement also will terminate automatically, as to the Fund or relevant Series,
as the case may be, in the event of its assignment (as defined in said Act).
4. Exclusivity
So long as you act as the distributor of Shares, you shall not perform
any services for any entity other than investment companies advised or
administered by The Dreyfus Corporation. The Fund acknowledges that the
persons employed by you to assist in the performance of your duties under this
agreement may not devote their full time to such service and nothing contained
in this agreement shall be deemed to limit or restrict your or any of your
affiliates right to engage in and devote tim e and attention to other
businesses or to render services of whatever kind or nature.
5. Miscellaneous
This agreement has been executed on behalf of the Fund by the
undersigned officer of the Fund in his capacity as an officer of the Fund. The
obligations of this agreement shall only be binding upon the assets and
property of the Fund and sha ll not be binding upon any Board member, officer
or shareholder of the Fund individually.
Please confirm that the foregoing is in accordance with your
understanding and indicate your acceptance hereof by signing below, whereupon
it shall become a binding agreement between us.
Very truly yours,
DREYFUS INSTITUTIONAL PREFERRED MONEY MARKET FUND
By:/s/ Elizabeth A. Keeley
-----------------------
Vice President
Accepted:
PREMIER MUTUAL FUND SERVICES, INC.
By:/s/ Marie E. Connolly
_______________________________
President
EXHIBIT A
Reapproval Date
Reapproval Day
May 21, 1999
May 21st
Exhibit No. 24(b)(8)
CUSTODY AGREEMENT
Custody Agreement made as of May 21, 1997 between DREYFUS INSTITUTIONAL
PREFERRED MONEY MARKET FUND, a business trust organized and existing under the
laws of the Commonwealth of Massachusetts, having its principal office and
place of busines s at 200 Park Avenue, New York, New York 10166 (hereinafter
called the "Fund"), and THE BANK OF NEW YORK, a New York corporation authorized
to do a banking business, having its principal office and place of business at
90 Washington Street, New York, New York 10286 (hereinafter called the
"Custodian").
W I T N E S S E T H :
that for and in consideration of the mutual promises hereinafter set forth the
Fund and the Custodian agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:
1. "Authorized Person" shall be deemed to include the Treasurer, the
Controller or any other person, whether or not any such person is an Officer or
employee of the Fund, duly authorized by the Fund's Board to give Oral
Instructions and Writ ten Instructions on behalf of the Fund and listed in the
Certificate annexed hereto as Appendix A or such other Certificate as may be
received by the Custodian from time to time.
2. "Available Balance" shall mean for any given day during a calendar
year the aggregate amount of Federal Funds held in the Fund's custody
account(s) at The Bank of New York, or its successors, as of the close of such
day or, if such day is not a business day, the close of the preceding business
day.
3. "Bankruptcy" shall mean with respect to a party such party's making
a general assignment, arrangement or composition with or for the benefit of its
creditors, or instituting or having instituted against it a proceeding seeking
a judgment of insolvency or bankruptcy or the entry of an order for relief
under the Federal bankruptcy law or any other relief under any bankruptcy or
insolvency law or other similar law affecting creditors' rights, or if a
petition is presented for the windin g up or liquidation of the party or a
resolution is passed for its winding up or liquidation, or it seeks, or becomes
subject to, the appointment of an administrator, receiver, trustee, custodian
or other similar official for it or for all or substan tially all of its assets
or its taking any action in furtherance of, or indicating its consent to
approval of, or acquiescence in, any of the foregoing.
4. "Book-Entry System" shall mean the Federal Reserve/ Treasury book-
entry system for United States and Federal agency securities, its successor or
successors and its nominee or nominees.
5. "Call Option" shall mean an exchange traded option with respect to
Securities other than Stock Index Options, Futures Contracts and Futures
Contract Options entitling the holder, upon timely exercise and payment of the
exercise price, as specified therein, to purchase from the writer thereof the
specified underlying Securities.
6. "Certificate" shall mean any notice, instruction, or other
instrument in writing, authorized or required by this Agreement to be given to
the Custodian, which is actually received by the Custodian and signed on behalf
of the Fund by any t wo Officers of the Fund.
7. "Clearing Member" shall mean a registered broker-dealer which is a
clearing member under the rules of O.C.C. and a member of a national securities
exchange qualified to act as a custodian for an investment company, or any
broker-dealer re asonably believed by the Custodian to be such a clearing
member.
8. "Collateral Account" shall mean a segregated account so denominated
and pledged to the Custodian as security for, and in consideration of, the
Custodian's issuance of (a) any Put Option guarantee letter or similar document
described in pa ragraph 8 of Article V herein, or (b) any receipt described in
Article V or VIII herein.
9. "Consumer Price Index" shall mean the U.S. Consumer Price Index,
all items and all urban consumers, U.S. city average 1982-84 equals 100, as
first published without seasonal adjustment by the Bureau of Labor Statistics,
the Department of Labor, without regard to subsequent revisions or corrections
by such Bureau.
10. "Covered Call Option" shall mean an exchange traded option
entitling the holder, upon timely exercise and payment of the exercise price,
as specified therein, to purchase from the writer thereof the specified
Securities (excluding Future s Contracts) which are owned by the writer thereof
and subject to appropriate restrictions.
11. "Depository" shall mean The Depository Trust Company ("DTC"), a
clearing agency registered with the Securities and Exchange Commission, its
successor or successors and its nominee or nominees, provided the Custodian has
received a certif ied copy of a resolution of the Fund's Board specifically
approving deposits in DTC. The term "Depository" shall further mean and
include any other person authorized to act as a depository under the Investment
Company Act of 1940, as amended, its su ccessor or successors and its nominee
or nominees, specifically identified in a certified copy of a resolution of the
Fund's Board specifically approving deposits therein by the Custodian.
12. "Earnings Credit" shall mean for any given day during a
calendar year the product of (a) the Federal Funds Rate for such date minus
.25%, and (b) 82% of the Available Balance.
13. "Federal Funds" shall mean immediately available same day
funds.
14. "Federal Funds Rate" shall mean, for any day, the Federal Funds
(Effective) interest rate so denominated as published in Federal Reserve
Statistical Release H.15 (519) and applicable to such day and each succeeding
day which is not a business day.
15. "Financial Futures Contract" shall mean the firm commitment to buy
or sell fixed income securities, including, without limitation, U.S. Treasury
Bills, U.S. Treasury Notes, U.S. Treasury Bonds, domestic bank certificates of
deposit, and Eurodollar certificates of deposit, during a specified month at an
agreed upon price.
16. "Futures Contract" shall mean a Financial Futures Contract and/or
Stock Index Futures Contracts.
17. "Futures Contract Option" shall mean an option with respect to a
Futures Contract.
18. "Margin Account" shall mean a segregated account in the name of a
broker, dealer, futures commission merchant or Clearing Member, or in the name
of the Fund for the benefit of a broker, dealer, futures commission merchant or
Clearing Mem ber, or otherwise, in accordance with an agreement between the
Fund, the Custodian and a broker, dealer, futures commission merchant or
Clearing Member (a "Margin Account Agreement"), separate and distinct from the
custody account, in which certain S ecurities and/or money of the Fund shall be
deposited and withdrawn from time to time in connection with such transactions
as the Fund may from time to time determine. Securities held in the Book-Entry
System or the Depository shall be deemed to hav e been deposited in, or
withdrawn from, a Margin Account upon the Custodian's effecting an appropriate
entry on its books and records.
19. "Merger" shall mean with respect to a party, the consolidation
or amalgamation with, merger into, or transfer of all or substantially all of
such party's assets to, another entity, where such party is not the surviving
entity.
20. "Money Market Security" shall be deemed to include, without
limitation, debt obligations issued or guaranteed as to principal and interest
by the government of the United States or agencies or instrumentalities
thereof, commercial paper, certificates of deposit and bankers' acceptances,
repurchase and reverse repurchase agreements with respect to the same and bank
time deposits, where the purchase and sale of such securities ordinarily
requires settlement in Federal funds on the sam e date as such purchase or
sale.
21. "O.C.C." shall mean Options Clearing Corporation, a clearing
agency registered under Section 17A of the Securities Exchange Act of 1934, its
successor or successors, and its nominee or nominees.
22. "Officers" shall be deemed to include the President, any Vice
President, the Secretary, the Treasurer, the Controller, any Assistant
Secretary, any Assistant Treasurer or any other person or persons duly
authorized by the Fund's Board to execute any Certificate, instruction, notice
or other instrument on behalf of the Fund and listed in the Certificate
annexed hereto as Appendix B or such other Certificate as may be received by
the Custodian from time to time.
23. "Option" shall mean a Call Option, Covered Call Option, Stock
Index Option and/or a Put Option.
24. "Oral Instructions" shall mean verbal instructions actually
received by the Custodian from an Authorized Person or from a person reasonably
believed by the Custodian to be an Authorized Person.
25. "Put Option" shall mean an exchange traded option with respect to
Securities other than Stock Index Options, Futures Contracts, and Futures
Contract Options entitling the holder, upon timely exercise and tender of the
specified underlyin g Securities, to sell such Securities to the writer thereof
for the exercise price.
26. "Reverse Repurchase Agreement" shall mean an agreement pursuant to
which the Fund sells Securities and agrees to repurchase such Securities at a
described or specified date and price.
27. "Security" shall be deemed to include, without limitation, Money
Market Securities, Call Options, Put Options, Stock Index Options, Stock Index
Futures Contracts, Stock Index Futures Contract Options, Financial Futures
Contracts, Financi al Futures Contract Options, Reverse Repurchase Agreements,
common stock and other instruments or rights having characteristics similar to
common stocks, preferred stocks, debt obligations issued by state or municipal
governments and by public author ities (including, without limitation, general
obligation bonds, revenue bonds and industrial bonds and industrial development
bonds), bonds, debentures, notes, mortgages or other obligations, and any
certificates, receipts, warrants or other instrume nts representing rights to
receive, purchase, sell or subscribe for the same, or evidencing or
representing any other rights or interest therein, or any property or assets.
28. "Segregated Security Account" shall mean an account maintained
under the terms of this Agreement as a segregated account, by recordation or
otherwise, within the custody account in which certain Securities and/or other
assets of the Fund shall be deposited and withdrawn from time to time in
accordance with Certificates received by the Custodian in connection with such
transactions as the Fund may from time to time determine.
29. "Series" shall mean (i) the Series of the Fund specified on
Appendix D hereto, or, where the context requires each such Series, or (ii) if
no Series are set forth on such Appendix, the Fund.
30. "Shares" shall mean the shares of beneficial interest of the Fund,
each of which, in the case of a Fund having Series, is allocated to a
particular Series.
31. "Stock Index Futures Contract" shall mean a bilateral agreement
pursuant to which the parties agree to take or make delivery of an amount of
cash equal to a specified dollar amount times the difference between the value
of a particular s tock index at the close of the last business day of the
contract and the price at which the futures contract is originally struck.
32. "Stock Index Option" shall mean an exchange traded option
entitling the holder, upon timely exercise, to receive an amount of cash
determined by reference to the difference between the exercise price and the
value of the index on the dat e of exercise.
33. "Written Instructions" shall mean written communications actually
received by the Custodian from an Authorized Person or from a person reasonably
believed by the Custodian to be an Authorized Person by telex or any other such
system wher eby the receiver of such communications is able to verify by codes
or otherwise with a reasonable degree of certainty the authenticity of the
sender of such communication.
ARTICLE II
APPOINTMENT OF CUSTODIAN
1. The Fund hereby constitutes and appoints the Custodian as custodian
of all the Securities and moneys at any time owned by the Fund during the
period of this Agreement, except that (a) if the Custodian fails to provide for
the custody of a ny of the Fund's Securities and moneys located or to be
located outside the United States in a manner satisfactory to the Fund, the
Fund shall be permitted to arrange for the custody of such Securities and
moneys located or to be located outside the United States other than through
the Custodian at rates to be negotiated and borne by the Fund and (b) if the
Custodian fails to continue any existing sub-custodial or similar arrangements
on substantially the same terms as exist on the date of this Agreement, the
Fund shall be permitted to arrange for such or similar services other than
through the Custodian at rates to be negotiated and borne by the Fund. The
Custodian shall not charge the Fund for any such terminated services after the
date of such termination.
2. The Custodian hereby accepts appointment as such custodian and
agrees to perform the duties thereof as hereinafter set forth.
ARTICLE III
CUSTODY OF CASH AND SECURITIES
1. Except as otherwise provided in paragraph 7 of this Article and in
Article VIII, the Fund will deliver or cause to be delivered to the Custodian
all Securities and all moneys owned by any Series, including cash received for
the issuance o f such Series' shares, at any time during the period of this
Agreement and shall specify the Series, if any, to which the same are to be
specifically allocated. The Custodian will not be responsible for such
Securities and such moneys until actually received by it. The Custodian will
be entitled to reverse any credits made on a Series' behalf where such credits
have been previously made and moneys are not finally collected. The Fund shall
deliver to the Custodian a certified resolution of the Fund's Board approving,
authorizing and instructing the Custodian on a continuous and on-going basis to
deposit in the Book-Entry System all Securities eligible for deposit therein
and to utilize the Book-Entry System to the extent possible in conne ction with
its performance hereunder, including, without limitation, in connection with
settlements of purchases and sales of Securities, loans of Securities, and
deliveries and returns of Securities collateral. Prior to a deposit of
Securities of a Series in the Depository, the Fund shall deliver to the
Custodian a certified resolution of the Fund's Board approving, authorizing and
instructing the Custodian on a continuous and on-going basis until instructed
to the contrary by a Certificate ac tually received by the Custodian to deposit
in the Depository all Securities eligible for deposit therein and to utilize
the Depository to the extent possible in connection with its performance
hereunder, including, without limitation, in connection with settlements of
purchases and sales of Securities, loans of Securities, and deliveries and
returns of Securities collateral. Securities and moneys of such Series
deposited in either the Book-Entry System or the Depository will be represented
in accounts which include only assets held by the Custodian for customers,
including, but not limited to, accounts in which the Custodian acts in a
fiduciary or representative capacity. Prior to the Custodian's accepting,
utilizing and acting with resp ect to Clearing Member confirmations for Options
and transactions in Options as provided in this Agreement, the Custodian shall
have received a certified resolution of the Fund's Board approving, authorizing
and instructing the Custodian on a continu ous and on-going basis, until
instructed to the contrary by a Certificate actually received by the Custodian,
to accept, utilize and act in accordance with such confirmations as provided in
this Agreement.
2. The Custodian shall credit to a separate account in the name of the
Fund for each Series all moneys received by it for the account of the Fund,
with respect to such Series. Money credited to the separate account for a
Series shall be dis bursed by the Custodian only:
(a) In payment for Securities purchased, as provided in Article IV
hereof;
(b) In payment of dividends or distributions, as provided in Article
XI hereof;
(c) In payment of original issue or other taxes, as provided in
Article XII hereof;
(d) In payment for Shares redeemed by it, as provided in Article XII
hereof;
(e) Pursuant to Certificates setting forth the name and address of the
person to whom the payment is to be made, the Series account from which payment
is to be made and the purpose for which payment is to be made; or
(f) In payment of the fees and in reimbursement of the expenses and
liabilities of the Custodian, as provided in Article XV hereof.
3. Promptly after the close of business on each day, the Custodian
shall furnish the Fund with confirmations and a summary of all transfers to or
from the account of each Series during said day. Where Securities are
transferred to the accou nt of a Series, the Custodian shall also by book-entry
or otherwise identify as belonging to such Series a quantity of Securities in a
fungible bulk of Securities registered in the name of the Custodian (or its
nominee) or shown on the Custodian's ac count on the books of the Book-Entry
System or the Depository. At least monthly and from time to time, the
Custodian shall furnish the Fund with a detailed statement of the Securities
and moneys held for each Series under this Agreement.
4. Except as otherwise provided in paragraph 7 of this Article and in
Article VIII, all Securities held for a Series, which are issued or issuable
only in bearer form, except such Securities as are held in the Book-Entry
System, shall be hel d by the Custodian in that form; all other Securities held
for a Series may be registered in the name of such Series, in the name of any
duly appointed registered nominee of the Custodian as the Custodian may from
time to time determine, or in the na me of the Book-Entry System or the
Depository or their successor or successors, or their nominee or nominees. The
Fund agrees to furnish to the Custodian appropriate instruments to enable the
Custodian to hold or deliver in proper form for transfer, or to register in the
name of its registered nominee or in the name of the Book-Entry System or the
Depository, any Securities which it may hold for the account of a Series and
which may from time to time be registered in the name of such Series. T he
Custodian shall hold all such Securities which are not held in the Book-Entry
System or in the Depository in a separate account in the name of such Series
physically segregated at all times from those of any other person or persons.
5. Except as otherwise provided in this Agreement and unless otherwise
instructed to the contrary by a Certificate, the Custodian by itself, or
through the use of the Book-Entry System or the Depository with respect to
Securities therein dep osited, shall with respect to all Securities held for
each Series in accordance with this Agreement:
(a) Collect all income due or payable and, in any event, if the
Custodian receives a written notice from the Fund specifying that an amount of
income should have been received by the Custodian within the last 90 days, the
Custodian will prov ide a conditional payment of income within 60 days from the
date the Custodian received such notice, unless the Custodian reasonably
concludes that such income was not due or payable to the Fund, provided that
the Custodian may reverse any such condi tional payment upon its reasonably
concluding that all or any portion of such income was not due or payable, and
provided further that the Custodian shall not be liable for failing to collect
on a timely basis the full amount of income due or payable in respect of a
"floating rate instrument" or "variable rate instrument" (as such terms are
defined under Rule 2a-7 under the Investment Company Act of l940, as amended)
if it has acted in good faith, without negligence or willful misconduct.
(b) Present for payment and collect the amount payable upon such
Securities which are called, but only if either (i) the Custodian receives a
written notice of such call, or (ii) notice of such call appears in one or
more of the publications listed in Appendix C annexed hereto, which may be
amended at any time by the Custodian upon five business days' prior
notification to the Fund;
(c) Present for payment and collect the amount payable upon all
Securities which may mature;
(d) Surrender Securities in temporary form for definitive Securities;
(e) Execute, as Custodian, any necessary declarations or certificates
of ownership under the Federal Income Tax Laws or the laws or regulations of
any other taxing authority now or hereafter in effect; and
(f) Hold directly, or through the Book-Entry System or the Depository
with respect to Securities therein deposited, for the account of each Series
all rights and similar securities issued with respect to any Securities held by
the Custodian hereunder.
6. Upon receipt of a Certificate and not otherwise, the Custodian,
directly or through the use of the Book-Entry System or the Depository, shall:
(a) Execute and deliver to such persons as may be designated in such
Certificate proxies, consents, authorizations, and any other instruments
whereby the authority of the Fund as owner of any Securities may be exercised;
(b) Deliver any Securities held for the Series in exchange for other
Securities or cash issued or paid in connection with the liquidation,
reorganization, refinancing, merger, consolidation or recapitalization of any
corporation, or the exer cise of any conversion privilege;
(c) Deliver any Securities held for the Series to any protective
committee, reorganization committee or other person in connection with the
reorganization, refinancing, merger, consolidation, recapitalization or sale of
assets of any corpora tion, and receive and hold under the terms of this
Agreement such certificates of deposit, interim receipts or other instruments
or documents as may be issued to it to evidence such delivery;
(d) Make such transfers or exchanges of the assets of the Series and
take such other steps as shall be stated in said order to be for the purpose of
effectuating any duly authorized plan of liquidation, reorganization, merger,
consolidation or recapitalization of the Fund; and
(e) Present for payment and collect the amount payable upon Securities
not described in preceding paragraph 5(b) of this Article which may be called
as specified in the Certificate.
7. Notwithstanding any provision elsewhere contained herein, the
Custodian shall not be required to obtain possession of any instrument or
certificate representing any Futures Contract, Option or Futures Contract
Option until after it shall have determined, or shall have received a
Certificate from the Fund stating, that any such instruments or certificates
are available. The Fund shall deliver to the Custodian such a Certificate no
later than the business day preceding the availabilit y of any such instrument
or certificate. Prior to such availability, the Custodian shall comply with
Section 17(f) of the Investment Company Act of 1940, as amended, in connection
with the purchase, sale, settlement, closing out or writing of Future s
Contracts, Options or Futures Contract Options by making payments or deliveries
specified in Certificates received by the Custodian in connection with any such
purchase, sale, writing, settlement or closing out upon its receipt from a
broker, deale r or futures commission merchant of a statement or confirmation
reasonably believed by the Custodian to be in the form customarily used by
brokers, dealers, or futures commission merchants with respect to such Futures
Contracts, Options or Futures Co ntract Options, as the case may be, confirming
that such Security is held by such broker, dealer or futures commission
merchant, in book-entry form or otherwise, in the name of the Custodian (or any
nominee of the Custodian) as custodian for the Fund , provided, however, that
payments to or deliveries from the Margin Account shall be made in accordance
with the terms and conditions of the Margin Account Agreement. Whenever any
such instruments or certificates are available, the Custodian shall,
notwithstanding any provision in this Agreement to the contrary, make payment
for any Futures Contract, Option or Futures Contract Option for which such
instruments or such certificates are available only against the delivery to
the Custodian of such instrument or such certificate, and deliver any Futures
Contract, Option or Futures Contract Option for which such instruments or such
certificates are available only against receipt by the Custodian of payment
therefor. Any such instrument or cert ificate delivered to the Custodian
shall be held by the Custodian hereunder in accordance with, and subject to,
the provisions of this Agreement.
ARTICLE IV
PURCHASE AND SALE OF INVESTMENTS OF THE FUND OTHER THAN OPTIONS,
FUTURES CONTRACTS, FUTURES CONTRACT OPTIONS AND REVERSE
REPURCHASE AGREEMENTS
1. Promptly after each purchase of Securities by the Fund, other than
a purchase of any Option, Futures Contract, Futures Contract Option or Reverse
Repurchase Agreement, the Fund shall deliver to the Custodian (i) with respect
to each purch ase of Securities which are not Money Market Securities, a
Certificate, and (ii) with respect to each purchase of Money Market Securities,
a Certificate, Oral Instructions or Written Instructions, specifying with
respect to each such purchase: (a) t he Series to which the Securities
purchased are to be specifically allocated; (b) the name of the issuer and the
title of the Securities; (c) the number of shares or the principal amount
purchased and accrued interest, if any; (d) the date of purchas e and
settlement; (e) the purchase price per unit; (f) the total amount payable upon
such purchase; (g) the name of the person from whom or the broker through whom
the purchase was made, and the name of the clearing broker, if any; and (h) the
name o f the broker to which payment is to be made. The Custodian shall, upon
receipt of Securities purchased by or for such Series, pay out of the moneys
held for the account of such Series the total amount payable to the person from
whom, or the broker t hrough whom, the purchase was made, provided that the
same conforms to the total amount payable as set forth in such Certificate,
Oral Instructions or Written Instructions.
2. Promptly after each sale of Securities by the Fund, other than a
sale of any Option, Futures Contract, Futures Contract Option or Reverse
Repurchase Agreement, the Fund shall deliver to the Custodian (i) with respect
to each sale of Secur ities which are not Money Market Securities, a
Certificate, and (ii) with respect to each sale of Money Market Securities, a
Certificate, Oral Instructions or Written Instructions, specifying with respect
to each such sale: (a) the Series to which s uch Securities sold were
specifically allocated; (b) the name of the issuer and the title of the
Security; (c) the number of shares or principal amount sold, and accrued
interest, if any; (d) the date of sale; (e) the sale price per unit; (f) the
tot al amount payable to such Series upon such sale; (g) the name of the broker
through whom or the person to whom the sale was made, and the name of the
clearing broker, if any; and (h) the name of the broker to whom the Securities
are to be delivered. The Custodian shall deliver the Securities upon receipt
of the total amount payable to the Fund for the account of such Series upon
such sale, provided that the same conforms to the total amount payable as set
forth in such Certificate, Oral Instruc tions or Written Instructions. Subject
to the foregoing, the Custodian may accept payment in such form as shall be
satisfactory to it, and may deliver Securities and arrange for payment in
accordance with the customs prevailing among dealers in Secu rities.
ARTICLE V
OPTIONS
1. Promptly after the purchase of any Option by the Fund, the Fund
shall deliver to the Custodian a Certificate specifying with respect to each
Option purchased: (a) the Series to which the Option purchased is to be
specifically allocated; (b) the type of Option (put or call); (c) the name of
the issuer and the title and number of shares subject to such Option or, in the
case of a Stock Index Option, the stock index to which such Option relates and
the number of Stock Index Options pur chased; (d) the expiration date; (e) the
exercise price; (f) the dates of purchase and settlement; (g) the total amount
payable by the Fund for the account of such Series in connection with such
purchase; (h) the name of the Clearing Member through w hich such Option was
purchased; and (i) the name of the broker to whom payment is to be made. The
Custodian shall pay, upon receipt of a Clearing Member's statement confirming
the purchase of such Option held by such Clearing Member for the account of the
Custodian (or any duly appointed and registered nominee of the Custodian) as
custodian for the Fund, out of moneys held for the account of such Series, the
total amount payable upon such purchase to the Clearing Member through whom the
purchas e was made, provided that the same conforms to the total amount payable
as set forth in such Certificate.
2. Promptly after the sale of any Option purchased by
the Fund pursuant to paragraph 1 hereof, the Fund shall deliver to the
Custodian a Certificate specifying with respect to each such sale: (a) the
Series to which the Option sold was specifically allocated; (b) the type of
Option (put or call); (c) t he name of the issuer and the title and number of
shares subject to such Option or, in the case of a Stock Index Option, the
stock index to which such Option relates and the number of Stock Index Options
sold; (d) the date of sale; (e) the sale price ; (f) the date of settlement;
(g) the total amount payable to the Fund for the account of such Series upon
such sale; and (h) the name of the Clearing Member through which the sale was
made. The Custodian shall consent to the delivery of the Option sold by the
Clearing Member which previously supplied the confirmation described in
preceding paragraph 1 of this Article with respect to such Option against
payment to the Custodian of the total amount payable to the Fund for the
account of such Ser ies, provided that the same conforms to the total amount
payable as set forth in such Certificate.
3. Promptly after the exercise by the Fund of any Call Option
purchased by the Fund pursuant to paragraph 1 hereof, the Fund shall deliver to
the Custodian a Certificate specifying with respect to such Call Option: (a)
the Series to which t he Call Option exercised was specifically allocated; (b)
the name of the issuer and the title and number of shares subject to the Call
Option; (c) the expiration date; (d) the date of exercise and settlement; (e)
the exercise price per share; (f) the total amount to be paid by the Fund for
the account of such Series upon such exercise; and (g) the name of the Clearing
Member through which such Call Option was exercised. The Custodian shall, upon
receipt of the Securities underlying the Call Opt ion which was exercised, pay
out of the moneys held for the account of such Series the total amount payable
to the Clearing Member through whom the Call Option was exercised, provided
that the same conforms to the total amount payable as set forth in such
Certificate.
4. Promptly after the exercise by the Fund of any Put Option purchased
by the Fund pursuant to paragraph 1 hereof, the Fund shall deliver to the
Custodian a Certificate specifying with respect to such Put Option: (a) the
Series to which the Put Option exercised was specifically allocated; (b) the
name of the issuer and the title and number of shares subject to the Put
Option; (c) the expiration date; (d) the date of exercise and settlement; (e)
the exercise price per share; (f) the tot al amount to be paid to the Fund for
the account of such Series upon such exercise; and (g) the name of the
Clearing Member through which such Put Option was exercised. The Custodian
shall, upon receipt of the amount payable upon the exercise of the Put Option,
deliver or direct the Depository to deliver the Securities, provided the same
conforms to the amount payable to the Fund for the account of such Series as
set forth in such Certificate.
5. Promptly after the exercise by the Fund of any Stock Index Option
purchased by the Fund pursuant to paragraph 1 hereof, the Fund shall deliver to
the Custodian a Certificate specifying with respect to such Stock Index Option:
(a) the Ser ies to which the Stock Index Option exercised was specifically
allocated; (b) the type of Stock Index Option (put or call); (c) the number of
Options being exercised; (d) the stock index to which such Option relates; (e)
the expiration date; (f) the exercise price; (g) the total amount to be
received by the Fund for the account of such Series in connection with such
exercise; and (h) the Clearing Member from which such payment is to be
received.
6. Whenever the Fund writes a Covered Call Option, the Fund shall
promptly deliver to the Custodian a Certificate specifying with respect to such
Covered Call Option: (a) the Series to which the Covered Call Option written
is to be specific ally allocated; (b) the name of the issuer and the title and
number of shares for which the Covered Call Option was written and which
underlie the same; (c) the expiration date; (d) the exercise price; (e) the
premium to be received by the Fund for t he account of such Series; (f) the
date such Covered Call Option was written; and (g) the name of the Clearing
Member through which the premium is to be received. The Custodian shall
deliver or cause to be delivered, in exchange for receipt of the p remium
specified in the Certificate with respect to such Covered Call Option, such
receipts as are required in accordance with the customs prevailing among
Clearing Members dealing in Covered Call Options and shall impose, or direct
the Depository to impose, upon the underlying Securities specified in the
Certificate such restrictions as may be required by such receipts.
Notwithstanding the foregoing, the Custodian has the right, upon prior written
notification to the Fund, at any time to refus e to issue any receipts for
Securities in the possession of the Custodian and not deposited with the
Depository underlying a Covered Call Option.
7. Whenever a Covered Call Option written by the Fund and described in
the preceding paragraph of this Article is exercised, the Fund shall promptly
deliver to the Custodian a Certificate instructing the Custodian to deliver, or
to direct th e Depository to deliver, the Securities subject to such Covered
Call Option and specifying: (a) the Series to which the Covered Call Option
exercised was specifically allocated; (b) the name of the issuer and the title
and number of shares subject t o the Covered Call Option; (c) the Clearing
Member to whom the underlying Securities are to be delivered; and (d) the total
amount payable to the Fund for the account of such Series upon such delivery.
Upon the return and/or cancellation of any rece ipts delivered pursuant to
paragraph 6 of this Article, the Custodian shall deliver, or direct the
Depository to deliver, the underlying Securities as specified in the
Certificate for the amount to be received as set forth in such Certificate.
8. Whenever the Fund writes a Put Option, the Fund shall promptly
deliver to the Custodian a Certificate specifying with respect to such Put
Option: (a) the Series to which the Put Option written is to be specifically
allocated; (b) the nam e of the issuer and the title and number of shares for
which the Put Option is written and which underlie the same; (c) the expiration
date; (d) the exercise price; (e) the premium to be received by the Fund for
the account of such Series; (f) the da te such Put Option is written; (g) the
name of the Clearing Member through which the premium is to be received and to
whom a Put Option guarantee letter is to be delivered; (h) the amount of cash,
and/or the amount and kind of Securities, if any, to be deposited in the
Segregated Security Account; and (i) the amount of cash and/or the amount and
kind of Securities to be deposited into the Collateral Account. The Custodian
shall, after making the deposits into the Collateral Account specified in the
Certificate, issue a Put Option guarantee letter substantially in the form
utilized by the Custodian on the date hereof, and deliver the same to the
Clearing Member specified in the Certificate against receipt of the premium
specified in said Ce rtificate. Notwithstanding the foregoing, the Custodian
shall be under no obligation to issue any Put Option guarantee letter or
similar document if it is unable to make any of the representations contained
therein.
9. Whenever a Put Option written by the Fund and described in the
preceding paragraph is exercised, the Fund shall promptly deliver to the
Custodian a Certificate specifying: (a) the Series to which the Put Option
exercised was specifically allocated; (b) the name of the issuer and title and
number of shares subject to the Put Option; (c) the Clearing Member from which
the underlying Securities are to be received; (d) the total amount payable by
the Fund upon such delivery; (e) the amo unt of cash and/or the amount and
kind of Securities to be withdrawn from the Collateral Account; and (f) the
amount of cash and/or the amount and kind of Securities, if any, to be
withdrawn from the Segregated Security Account. Upon the return and/ or
cancellation of any Put Option guarantee letter or similar document issued by
the Custodian in connection with such Put Option, the Custodian shall pay out
of the moneys held for the account of such Series the total amount payable to
the Clearing Member specified in the Certificate as set forth in such
Certificate, and shall make the withdrawals specified in such Certificate.
10. Whenever the Fund writes a Stock Index Option, the Fund shall
promptly deliver to the Custodian a Certificate specifying with respect to such
Stock Index Option: (a) the Series to which the Stock Index Option written is
to be specifical ly allocated; (b) whether such Stock Index Option is a put or
a call; (c) the number of Options written; (d) the stock index to which such
Option relates; (e) the expiration date; (f) the exercise price; (g) the
Clearing Member through which such Opt ion was written; (h) the premium to be
received by the Fund for the account of such Series; (i) the amount of cash
and/or the amount and kind of Securities, if any, to be deposited in the
Segregated Security Account; (j) the amount of cash and/or the amount and kind
of Securities, if any, to be deposited in the Collateral Account; and (k) the
amount of cash and/or the amount and kind of Securities, if any, to be
deposited in a Margin Account, and the name in which such account is to be or
has be en established. The Custodian shall, upon receipt of the premium
specified in the Certificate, make the deposits, if any, into the Segregated
Security Account specified in the Certificate, and either (1) deliver such
receipts, if any, which the Cust odian has specifically agreed to issue, which
are in accordance with the customs prevailing among Clearing Members in Stock
Index Options and make the deposits into the Collateral Account specified in
the Certificate, or (2) make the deposits into th e Margin Account specified in
the Certificate.
11. Whenever a Stock Index Option written by the Fund and described in
the preceding paragraph of this Article is exercised, the Fund shall promptly
deliver to the Custodian a Certificate specifying with respect to such Stock
Index Option: ( a) the Series to which the Stock Index Option exercised was
specifically allocated; (b) such information as may be necessary to identify
the Stock Index Option being exercised; (c) the Clearing Member through which
such Stock Index Option is being ex ercised; (d) the total amount payable upon
such exercise, and whether such amount is to be paid by or to the Fund for the
account of such Series; (e) the amount of cash and/or amount and kind of
Securities, if any, to be withdrawn from the Margin Acc ount; and (f) the
amount of cash and/or amount and kind of Securities, if any, to be withdrawn
from the Segregated Security Account and the amount of cash and/or the amount
and kind of Securities, if any, to be withdrawn from the Collateral Account.
Upon the return and/or cancellation of the receipt, if any, delivered pursuant
to the preceding paragraph of this Article, the Custodian shall pay to the
Clearing Member specified in the Certificate the total amount payable, if any,
as specified ther ein.
12. Whenever the Fund purchases any Option identical to a previously
written Option described in paragraphs 6, 8 or 10 of this Article in a
transaction expressly designated as a "Closing Purchase Transaction" in order
to liquidate its positi on as a writer of an Option, the Fund shall promptly
deliver to the Custodian a Certificate specifying with respect to the Option
being purchased: (a) the Series to which the Option purchased is to be
specifically allocated; (b) that the transaction is a Closing Purchase
Transaction; (c) the name of the issuer and the title and number of shares
subject to the Option, or, in the case of a Stock Index Option, the stock index
to which such Option relates and the number of Options held; (d) the exe rcise
price; (e) the premium to be paid by the Fund for the account of such Series;
(f) the expiration date; (g) the type of Option (put or call); (h) the date of
such purchase; (i) the name of the Clearing Member to which the premium is to
be paid; and (j) the amount of cash and/or the amount and kind of Securities,
if any, to be withdrawn from the Collateral Account, a specified Margin Account
or the Segregated Security Account. Upon the Custodian's payment of the
premium and the return and/o r cancellation of any receipt issued pursuant to
paragraphs 6, 8 or 10 of this Article with respect to the Option being
liquidated through the Closing Purchase Transaction, the Custodian shall
remove, or direct the Depository to remove, the previousl y imposed
restrictions on the Securities underlying the Call Option.
13. Upon the expiration or exercise of, or consummation of a Closing
Purchase Transaction with respect to, any Option purchased or written by the
Fund and described in this Article, the Custodian shall delete such Option from
the statements delivered to the Fund for the account of a Series pursuant to
paragraph 3 of Article III herein, and upon the return and/or cancellation of
any receipts issued by the Custodian, shall make such withdrawals from the
Collateral Account, the Margin Acco unt and/or the Segregated Security Account
as may be specified in a Certificate received in connection with such
expiration, exercise, or consummation.
ARTICLE VI
FUTURES CONTRACTS
1. Whenever the Fund shall enter into a Futures Contract, the Fund
shall deliver to the Custodian a Certificate specifying with respect to such
Futures Contract (or with respect to any number of identical Futures
Contract(s)): (a) the Serie s to which the Futures Contract entered into is to
be specifically allocated; (b) the category of Futures Contract (the name of
the underlying stock index or financial instrument); (c) the number of
identical Futures Contracts entered into; (d) the d elivery or settlement date
of the Futures Contract(s); (e) the date the Futures Contract(s) was (were)
entered into and the maturity date; (f) whether the Fund is buying (going long)
or selling (going short) on such Futures Contract(s); (g) the amoun t of cash
and/or the amount and kind of Securities, if any, to be deposited in the
Segregated Security Account; (h) the name of the broker, dealer or futures
commission merchant through which the Futures Contract was entered into; and
(i) the amount of fee or commission, if any, to be paid and the name of the
broker, dealer or futures commission merchant to whom such amount is to be
paid. The Custodian shall make the deposits, if any, to the Margin Account in
accordance with the terms and condi tions of the Margin Account Agreement. The
Custodian shall make payment of the fee or commission, if any, specified in the
Certificate and deposit in the Segregated Security Account the amount of cash
and/or the amount and kind of Securities specifi ed in said Certificate.
2. (a) Any variation margin payment or similar payment required to be
made by the Fund for the account of a Series to a broker, dealer or futures
commission merchant with respect to an outstanding Futures Contract shall be
made by the Custo dian in accordance with the terms and conditions of the
Margin Account Agreement.
(b) Any variation margin payment or similar payment from a broker,
dealer or futures commission merchant to the Fund with respect to an
outstanding Futures Contract shall be received and dealt with by the Custodian
in accordance with the terms and conditions of the Margin Account Agreement.
3. Whenever a Futures Contract held by the Custodian hereunder is
retained by the Fund until delivery or settlement is made on such Futures
Contract, the Fund shall deliver to the Custodian a Certificate specifying:
(a) the Series to which the Futures Contract retained is to be specifically
allocated; (b) the Futures Contract; (c) with respect to a Stock Index Futures
Contract, the total cash settlement amount to be paid or received, and with
respect to a Financial Futures Contract, th e Securities and/or amount of cash
to be delivered or received; (d) the broker, dealer or futures commission
merchant to or from which payment or delivery is to be made or received; and
(e) the amount of cash and/or Securities to be withdrawn from th e Segregated
Security Account. The Custodian shall make the payment or delivery specified
in the Certificate and delete such Futures Contract from the statements
delivered to the Fund pursuant to paragraph 3 of Article III herein.
4. Whenever the Fund shall enter into a Futures Contract to offset a
Futures Contract held by the Custodian hereunder, the Fund shall deliver to
the Custodian a Certificate specifying: (a) the Series to which the
offsetting Futures Contract is to be specifically allocated; (b) the items of
information required in a Certificate described in paragraph 1 of this
Article, and (c) the Futures Contract being offset. The Custodian shall make
payment of the fee or commission, if any, specifie d in the Certificate and
delete the Futures Contract being offset from the statements delivered to the
Fund for the account of such Series pursuant to paragraph 3 of Article III
herein, and make such withdrawals from the Segregated Security Account a s may
be specified in such Certificate. The withdrawals, if any, to be made from
the Margin Account shall be made by the Custodian in accordance with the terms
and conditions of the Margin Account Agreement.
ARTICLE VII
FUTURES CONTRACT OPTIONS
1. Promptly after the purchase of any Futures Contract Option by the
Fund, the Fund shall deliver to the Custodian a Certificate specifying with
respect to such Futures Contract Option: (a) the Series to which the Futures
Contract Option pu rchased is to be specifically allocated; (b) the type of
Futures Contract Option (put or call); (c) the type of Futures Contract and
such other information as may be necessary to identify the Futures Contract
underlying the Futures Contract Option pu rchased; (d) the expiration date; (e)
the exercise price; (f) the dates of purchase and settlement; (g) the amount of
premium to be paid by the Fund for the account of such Series upon such
purchase; (h) the name of the broker or futures commission m erchant through
which such option was purchased; and (i) the name of the broker or futures
commission merchant to whom payment is to be made. The Custodian shall pay the
total amount to be paid upon such purchase to the broker or futures commission
merchant through whom the purchase was made, provided that the same conforms to
the amount set forth in such Certificate.
2. Promptly after the sale of any Futures Contract Option purchased by
the Fund pursuant to paragraph 1 hereof, the Fund shall promptly deliver to the
Custodian a Certificate specifying with respect to each such sale: (a) the
Series to whic h the Futures Contract Option sold was specifically allocated;
(b) the type of Futures Contract Option (put or call); (c) the type of Futures
Contract and such other information as may be necessary to identify the Futures
Contract underlying the Futu res Contract Option; (d) the date of sale; (e) the
sale price; (f) the date of settlement; (g) the total amount payable to the
Fund for the account of such Series upon such sale; and (h) the name of the
broker or futures commission merchant through w hich the sale was made. The
Custodian shall consent to the cancellation of the Futures Contract Option
being closed against payment to the Custodian of the total amount payable to
the Fund for the account of such Series, provided the same conforms t o the
total amount payable as set forth in such Certificate.
3. Whenever a Futures Contract Option purchased by the Fund pursuant
to paragraph 1 is exercised by the Fund, the Fund shall promptly deliver to the
Custodian a Certificate specifying: (a) the Series to which the Futures
Contract Option exer cised was specifically allocated; (b) the particular
Futures Contract Option (put or call) being exercised; (c) the type of Futures
Contract underlying the Futures Contract Option; (d) the date of exercise; (e)
the name of the broker or futures commi ssion merchant through which the
Futures Contract Option is exercised; (f) the net total amount, if any, payable
by the Fund; (g) the amount, if any, to be received by the Fund for the account
of such Series; and (h) the amount of cash and/or the amo unt and kind of
Securities to be deposited in the Segregated Security Account. The Custodian
shall make the payments, if any, and the deposits, if any, into the Segregated
Security Account as specified in the Certificate. The deposits, if any, to b e
made to the Margin Account shall be made by the Custodian in accordance with
the terms and conditions of the Margin Account Agreement.
4. Whenever the Fund writes a Futures Contract Option, the Fund shall
promptly deliver to the Custodian a Certificate specifying with respect to
such Futures Contract Option: (a) the Series to which the Futures Contract
Option written is to be specifically allocated; (b) the type of Futures
Contract Option (put or call); (c) the type of Futures Contract and such other
information as may be necessary to identify the Futures Contract underlying
the Futures Contract Option; (d) the expira tion date; (e) the exercise price;
(f) the premium to be received by the Fund for the account of such Series; (g)
the name of the broker or futures commission merchant through which the
premium is to be received; and (h) the amount of cash and/or the amount and
kind of Securities, if any, to be deposited in the Segregated Security
Account. The Custodian shall, upon receipt of the premium specified in the
Certificate, make the deposits into the Segregated Security Account, if any,
as specified i n the Certificate. The deposits, if any, to be made to the
Margin Account shall be made by the Custodian in accordance with the terms and
conditions of the Margin Account Agreement.
5. Whenever a Futures Contract Option written by the Fund which is a
call is exercised, the Fund shall promptly deliver to the Custodian a
Certificate specifying: (a) the Series to which the Futures Contract Option
exercised was specificall y allocated; (b) the particular Futures Contract
Option exercised; (c) the type of Futures Contract underlying the Futures
Contract Option; (d) the name of the broker or futures commission merchant
through which such Futures Contract Option was exerc ised; (e) the net total
amount, if any, payable to the Fund for the account of such Series upon such
exercise; (f) the net total amount, if any, payable by the Fund for the account
of such Series upon such exercise; and (g) the amount of cash and/or the amount
and kind of Securities to be deposited in the Segregated Security Account. The
Custodian shall, upon its receipt of the net total amount payable to the Fund
for the account of such Series, if any, specified in such Certificate make the
pa yments, if any, and the deposits, if any, into the Segregated Security
Account as specified in the Certificate. The deposits, if any, to be made to
the Margin Account shall be made by the Custodian in accordance with the terms
and conditions of the Margin Account Agreement.
6. Whenever a Futures Contract Option which is written by the Fund and
which is a Put Option is exercised, the Fund shall promptly deliver to the
Custodian a Certificate specifying: (a) the Series to which the Futures
Contract Option exerci sed was specifically allocated; (b) the particular
Futures Contract Option exercised; (c) the type of Futures Contract underlying
such Futures Contract Option; (d) the name of the broker or futures commission
merchant through which such Futures Contr act Option is exercised; (e) the net
total amount, if any, payable to the Fund for the account of such Series upon
such exercise; (f) the net total amount, if any, payable by the Fund for the
account of such Series upon such exercise; and (g) the amo unt and kind of
Securities and/or cash to be withdrawn from or deposited in the Segregated
Security Account, if any. The Custodian shall, upon its receipt of the net
total amount payable to the Fund for the account of such Series, if any,
specified in the Certificate, make the payments, if any, and the deposits, if
any, into the Segregated Security Account as specified in the Certificate. The
deposits to and/or withdrawals from the Margin Account, if any, shall be made
by the Custodian in acco rdance with the terms and conditions of the Margin
Account Agreement.
7. Whenever the Fund purchases any Futures Contract Option identical
to a previously written Futures Contract Option described in this Article in
order to liquidate its position as a writer of such Futures Contract Option,
the Fund shall pro mptly deliver to the Custodian a Certificate specifying with
respect to the Futures Contract Option being purchased: (a) the Series to
which the Futures Contract Option purchased is to be specifically allocated;
(b) that the transaction is a closing transaction; (c) the type of Futures
Contract and such other information as may be necessary to identify the Futures
Contract underlying the Futures Contract Option; (d) the exercise price; (e)
the premium to be paid by the Fund for the account of s uch Series; (f) the
expiration date; (g) the name of the broker or futures commission merchant to
which the premium is to be paid; and (h) the amount of cash and/or the amount
and kind of Securities, if any, to be withdrawn from the Segregated Securi ty
Account. The Custodian shall effect the withdrawals from the Segregated
Security Account specified in the Certificate. The withdrawals, if any, to be
made from the Margin Account shall be made by the Custodian in accordance with
the terms and co nditions of the Margin Account Agreement.
8. Upon the expiration or exercise of, or consummation of a closing
transaction with respect to, any Futures Contract Option written or purchased
by the Fund and described in this Article, the Custodian shall (a) delete such
Futures Contract Option from the statements delivered to the Fund pursuant to
paragraph 3 of Article III herein, and (b) make such withdrawals from, and/or,
in the case of an exercise, such deposits into, the Segregated Security
Account as may be specified in a Cert ificate. The deposits to and/or
withdrawals from the Margin Account, if any, shall be made by the Custodian in
accordance with the terms and conditions of the Margin Account Agreement.
9. Futures Contracts acquired by the Fund through the exercise of a
Futures Contract Option described in this Article shall be subject to Article
VI hereof.
ARTICLE VIII
SHORT SALES
1. Promptly after any short sale, the Fund shall deliver to the
Custodian a Certificate specifying: (a) the Series to which the short sale is
to be specifically allocated; (b) the name of the issuer and the title of the
Security; (c) the nu mber of shares or principal amount sold, and accrued
interest or dividends, if any; (d) the dates of the sale and settlement; (e)
the sale price per unit; (f) the total amount credited to the Fund for the
account of such Series upon such sales, if an y; (g) the amount of cash and/or
the amount and kind of Securities, if any, which are to be deposited in a
Margin Account and the name in which such Margin Account has been or is to be
established; (h) the amount of cash and/or the amount and kind of Securities,
if any, to be deposited in a Segregated Security Account; and (i) the name of
the broker through which such short sale was made. The Custodian shall upon
its receipt of a statement from such broker confirming such sale and that the
tota l amount credited to the Fund upon such sale, if any, as specified in the
Certificate is held by such broker for the account of the Custodian (or any
nominee of the Custodian) as custodian of the Fund, issue a receipt or make the
deposits into the Ma rgin Account and the Segregated Security Account specified
in the Certificate.
2. In connection with the closing-out of any short sale, the Fund
shall promptly deliver to the Custodian a Certificate specifying with respect
to each such closing-out: (a) the Series to which the short sale being closed-
out was specifical ly allocated; (b) the name of the issuer and the title of
the Security; (c) the number of shares or the principal amount, and accrued
interest or dividends, if any, required to effect such closing-out to be
delivered to the broker; (d) the dates of t he closing-out and settlement; (e)
the purchase price per unit; (f) the net total amount payable to the Fund for
the account of such Series upon such closing-out; (g) the net total amount
payable to the broker upon such closing-out; (h) the amount of cash and the
amount and kind of Securities to be withdrawn, if any, from the Margin Account;
(i) the amount of cash and/or the amount and kind of Securities, if any, to be
withdrawn from the Segregated Security Account; and (j) the name of the broke r
through which the Fund is effecting such closing-out. The Custodian shall,
upon receipt of the net total amount payable to the Fund for the account of
such Series upon such closing-out and the return and/or cancellation of the
receipts, if any, is sued by the custodian with respect to the short sale being
closed-out, pay out of the moneys held for the account of the Series to the
broker the net total amount payable to the broker, and make the withdrawals
from the Margin Account and the Segrega ted Security Account, as the same are
specified in the Certificate.
ARTICLE IX
REVERSE REPURCHASE AGREEMENTS
1. Promptly after the Fund, on behalf of a Series, enters into a
Reverse Repurchase Agreement with respect to Securities and money held by the
Custodian hereunder, the Fund shall deliver to the Custodian a Certificate or
in the event such Re verse Repurchase Agreement is a Money Market Security, a
Certificate, Oral Instructions or Written Instructions specifying: (a) the
Series to which the Reverse Repurchase Agreement is to be specifically
allocated; (b) the total amount payable to the Fund for the account of such
Series in connection with such Reverse Repurchase Agreement; (c) the broker or
dealer through or with which the Reverse Repurchase Agreement is entered; (d)
the amount and kind of Securities to be delivered by the Fund to such broker or
dealer; (e) the date of such Reverse Repurchase Agreement; and (f) the amount
of cash and/or the amount and kind of Securities, if any, to be deposited in a
Segregated Security Account in connection with such Reverse Repurchase Agreem
ent. The Custodian shall, upon receipt of the total amount payable to the Fund
specified in the Certificate, Oral Instructions or Written Instructions make
the delivery to the broker or dealer, and the deposits, if any, to the
Segregated Security Ac count, specified in such Certificate, Oral Instructions
or Written Instructions.
2. Upon the termination of a Reverse Repurchase Agreement described in
paragraph 1 of this Article, the Fund shall promptly deliver a Certificate or,
in the event such Reverse Repurchase Agreement is a Money Market Security, a
Certificate, O ral Instructions or Written Instructions to the Custodian
specifying: (a) the Series to which the Reverse Repurchase Agreement
terminated was specifically allocated; (b) the Reverse Repurchase Agreement
being terminated; (c) the total amount payable by the Fund for the account of
such Series in connection with such termination; (d) the amount and kind of
Securities to be received by the Fund for the account of such Series in
connection with such termination; (e) the date of termination; (f) the name of
the broker or dealer with or through which the Reverse Repurchase Agreement is
to be terminated; and (g) the amount of cash and/or the amount and kind of
Securities to be withdrawn from the Segregated Security Account. The Custodian
shall, upon receipt of the amount and kind of Securities to be received by the
Fund specified in the Certificate, Oral Instructions or Written Instructions,
make the payment to the broker or dealer, and the withdrawals, if any, from the
Segregated Security Account, specified in such Certificate, Oral Instructions
or Written Instructions.
ARTICLE X
CONCERNING MARGIN ACCOUNTS, SEGREGATED SECURITY
ACCOUNTS AND COLLATERAL ACCOUNTS
1. The Custodian shall, from time to time, make such deposits to, or
withdrawals from, a Segregated Security Account as specified in a Certificate
received by the Custodian. Such Certificate shall specify the amount of cash
and/or the amoun t and kind of Securities to be deposited in, or withdrawn
from, the Segregated Security Account. In the event that the Fund fails to
specify in a Certificate the designated Series, the name of the issuer, the
title and the number of shares or the pr incipal amount of any particular
Securities to be deposited by the Custodian into, or withdrawn from, a
Segregated Securities Account, the Custodian shall be under no obligation to
make any such deposit or withdrawal and shall so notify the Fund.
2. The Custodian shall make deliveries or payments from a Margin
Account to the broker, dealer, futures commission merchant or Clearing Member
in whose name, or for whose benefit, the account was established as specified
in the Margin Accoun t Agreement.
3. Amounts received by the Custodian as payments or distributions with
respect to Securities deposited in any Margin Account shall be dealt with in
accordance with the terms and conditions of the Margin Account Agreement.
4. The Custodian shall have a continuing lien and security interest in
and to any property at any time held by the Custodian in any Collateral Account
described herein. In accordance with applicable law, the Custodian may enforce
its lien a nd realize on any such property whenever the Custodian has made
payment or delivery pursuant to any Put Option guarantee letter or similar
document or any receipt issued hereunder by the Custodian. In the event the
Custodian should realize on any suc h property net proceeds which are less than
the Custodian's obligations under any Put Option guarantee letter or similar
document or any receipt, such deficiency shall be a debt owed the Custodian by
the Fund within the scope of Article XIII herein.
5. On each business day, the Custodian shall furnish the Fund with
respect to each Series a statement with respect to each Margin Account in which
money or Securities are held specifying as of the close of business on the
previous business d ay: (a) the name of the Margin Account; (b) the amount and
kind of Securities held therein; and (c) the amount of money held therein. The
Custodian shall make available upon request to any broker, dealer or futures
commission merchant specified in the name of a Margin Account a copy of the
statement furnished the Fund with respect to such Margin Account.
6. Promptly after the close of business on each business day in which
cash and/or Securities are maintained in a Collateral Account, the Custodian
shall furnish the Fund with a Statement with respect to such Collateral
Account specifying the amount of cash and/or the amount and kind of Securities
held therein. No later than the close of business next succeeding the
delivery to the Fund of such statement, the Fund shall furnish to the
Custodian a Certificate or Written Instructions spec ifying the then market
value of the securities described in such statement. In the event such then
market value is indicated to be less than the Custodian's obligation with
respect to any outstanding Put Option, guarantee letter or similar document,
the Fund shall promptly specify in a Certificate the additional cash and/or
Securities to be deposited in such Collateral Account to eliminate such
deficiency.
ARTICLE XI
PAYMENT OF DIVIDENDS OR DISTRIBUTIONS
1. For each Series, the Fund shall furnish to the Custodian a copy of
the resolution of the Fund's Board, certified by the Secretary or any Assistant
Secretary, either (i) setting forth the date of the declaration of a dividend
or distributi on, the date of payment thereof, the record date as of which
shareholders entitled to payment shall be determined, the amount payable per
share to the shareholders of record as of that date and the total amount
payable to the Dividend Agent of the Fu nd on the payment date, or (ii)
authorizing the declaration of dividends and distributions on a daily basis and
authorizing the Custodian to rely on Oral Instructions, Written Instructions or
a Certificate setting forth the date of the declaration of such dividend or
distribution, the date of payment thereof, the record date as of which
shareholders entitled to payment shall be determined, the amount payable per
share to the shareholders of record as of that date and the total amount
payable to the Dividend Agent on the payment date.
2. Upon the payment date specified in such resolution, Oral
Instructions, Written Instructions or Certificate, as the case may be, the
Custodian shall pay out of the moneys held for the account of the Series the
total amount payable to the D ividend Agent of the Fund.
ARTICLE XII
SALE AND REDEMPTION OF SHARES
1. Whenever the Fund shall sell any Series' Shares, the Fund shall
deliver to the Custodian a Certificate duly specifying:
(a) The number of Shares sold, trade date, and price; and
(b) The amount of money to be received by the Custodian for the sale
of such Shares.
2. Upon receipt of such money from the Transfer Agent, the Custodian
shall credit such money to the account of such Series.
3. Upon issuance of any Series' Shares in accordance with the
foregoing provisions of this Article, the Custodian shall pay, out of the money
held for the account of such Series, all original issue or other taxes required
to be paid by the F und for the account of such Series in connection with such
issuance upon the receipt of a Certificate specifying the amount to be paid.
4. Except as provided hereinafter, whenever the Fund shall hereafter
redeem any Series' Shares, the Fund shall furnish to the Custodian a
Certificate specifying:
(a) The number of Shares redeemed; and
(b) The amount to be paid for the Shares redeemed.
5. Upon receipt from the Transfer Agent of an advice setting forth the
number of a Series' Shares received by the Transfer Agent for redemption and
that such Shares are valid and in good form for redemption, the Custodian shall
make payment to the Transfer Agent out of the moneys held for the account of
such Series of the total amount specified in the Certificate issued pursuant to
the foregoing paragraph 4 of this Article.
6. Notwithstanding the above provisions regarding the redemption of
any of Series' Shares, whenever a Series' Shares are redeemed pursuant to any
check redemption privilege which may from time to time be offered by the Fund,
the Custodian, u nless otherwise instructed by a Certificate, shall, upon
receipt of an advice from the Fund or its agent setting forth that the
redemption is in good form for redemption in accordance with the check
redemption procedure, honor the check presented as part of such check
redemption privilege out of the money held in the account of the Fund for such
purposes.
ARTICLE XIII
OVERDRAFTS OR INDEBTEDNESS
1. If the Custodian should in its sole discretion advance funds on
behalf of a Series which results in an overdraft because the moneys held by
the Custodian for the account of such Series shall be insufficient to pay the
total amount payable upon a purchase of Securities as set forth in a
Certificate or Oral Instructions issued pursuant to Article IV, or which
results in an overdraft in the account for such Series for some other reason,
or if a Series is for any other reason indebted to the Custodian (except a
borrowing for investment or for temporary or emergency purposes using
Securities as collateral pursuant to a separate agreement and subject to the
provisions of paragraph 2 of this Article XIII), such overdraft or
indebtednes s shall be deemed to be a loan made by the Custodian to such Series
payable on demand and shall bear interest from the date incurred at a rate per
annum (based on a 360-day year for the actual number of days involved) equal to
the Federal Funds Rate plus l/2%, such rate to be adjusted on the effective
date of any change in such Federal Funds Rate but in no event to be less than
6% per annum, except that any overdraft resulting from an error by the
Custodian shall bear no interest. Any such over draft or indebtedness shall be
reduced by an amount equal to the total of all amounts due such Series which
have not been collected by the Custodian on behalf of such Series when due
because of the failure of the Custodian to make timely demand or pr esentment
for payment. In addition, the Fund hereby agrees that the Custodian shall have
a continuing lien and security interest in and to any property at any time held
by it for the benefit of such Series or in which such Series may have an
interes t which is then in the Custodian's possession or control or in
possession or control of any third party acting in the Custodian's behalf. The
Fund authorizes the Custodian, in its sole discretion, at any time to charge
any such overdraft or indebted ness together with interest due thereon against
any balance of account standing to such Series' credit on the Custodian's
books. For purposes of this Section 1 of Article XIII, "overdraft" shall mean
a negative Available Balance.
2. The Fund will cause to be delivered to the Custodian by any bank
(including, if the borrowing is pursuant to a separate agreement, the
Custodian) from which it borrows money for investment or for temporary or
emergency purposes using Secu rities in a Series' portfolio as collateral for
such borrowings, a notice or undertaking in the form currently employed by any
such bank setting forth the amount which such bank will loan to the Fund
against delivery of a stated amount of collateral. The Fund shall promptly
deliver to the Custodian a Certificate specifying with respect to each such
borrowing: (a) the Series to which the borrowing relates; (b) the name of the
bank; (c) the amount and terms of the borrowing, which may be set for th by
incorporating by reference an attached promissory note, duly endorsed by the
Fund, or other loan agreement; (d) the time and date, if known, on which the
loan is to be entered into; (e) the date on which the loan becomes due and
payable; (f) th e total amount payable to the Fund for the account of such
Series on the borrowing date; (g) the market value of Securities to be
delivered as collateral for such loan, including the name of the issuer, the
title and the number of shares or the princ ipal amount of any particular
Securities; and (h) a statement specifying whether such loan is for investment
purposes or for temporary or emergency purposes and that such loan is in
conformance with the Investment Company Act of 1940, as amended, and the Fund's
prospectus. The Custodian shall deliver on the borrowing date specified in a
Certificate the specified collateral and the executed promissory note, if any,
against delivery by the lending bank of the total amount of the loan payable,
pro vided that the same conforms to the total amount payable as set forth in
the Certificate. The Custodian may, at the option of the lending bank, keep
such collateral in its possession, but such collateral shall be subject to all
rights therein given the lending bank by virtue of any promissory note or loan
agreement. The Custodian shall deliver such Securities as additional
collateral as may be specified in a Certificate to collateralize further any
transaction described in this paragraph. The Fund shall cause all Securities
released from collateral status to be returned directly to the Custodian, and
the Custodian shall receive from time to time such return of collateral as may
be tendered to it. In the event that the Fund fails to spec ify in a
Certificate the Series, the name of the issuer, the title and number of shares
or the principal amount of any particular Securities to be delivered as
collateral by the Custodian, the Custodian shall not be under any obligation to
deliver an y Securities.
ARTICLE XIV
LOAN OF PORTFOLIO SECURITIES OF THE FUND
1. If the Fund is permitted by the terms of its organization documents
and as disclosed in its most recent and currently effective prospectus to lend
the portfolio Securities of a Series, within 24 hours after each loan of
portfolio Securiti es the Fund shall deliver or cause to be delivered to the
Custodian a Certificate specifying with respect to each such loan: (a) the
Series to which the Securities to be loaned are specifically allocated; (b) the
name of the issuer and the title of the Securities; (c) the number of shares or
the principal amount loaned; (d) the date of loan and delivery; (e) the total
amount to be delivered to the Custodian against the loan of the Securities,
including the amount of cash collateral and the prem ium, if any, separately
identified; and (f) the name of the broker, dealer or financial institution to
which the loan was made. The Custodian shall deliver the Securities thus
designated to the broker, dealer or financial institution to which the lo an
was made upon receipt of the total amount designated as to be delivered against
the loan of Securities. The Custodian may accept payment in connection with a
delivery otherwise than through the Book-Entry System or Depository only in the
form of a certified or bank cashier's check payable to the order of the Fund or
the Custodian drawn on New York Clearing House funds and may deliver Securities
in accordance with the customs prevailing among dealers in securities.
2. Promptly after each termination of the loan of Securities by the
Fund, the Fund shall deliver or cause to be delivered to the Custodian a
Certificate specifying with respect to each such loan termination and return
of Securities: (a) the Series to which the Securities to be returned are
specifically allocated; (b) the name of the issuer and the title of the
Securities to be returned; (c) the number of shares or the principal amount to
be returned; (d) the date of termination; (e) th e total amount to be
delivered by the Custodian (including the cash collateral for such Securities
minus any offsetting credits as described in said Certificate); and (f) the
name of the broker, dealer or financial institution from which the Securiti es
will be returned. The Custodian shall receive all Securities returned from
the broker, dealer, or financial institution to which such Securities were
loaned and upon receipt thereof shall pay, out of the moneys held for the
account of the Series specified in the Certificate, the total amount payable
upon such return of Securities as set forth in the Certificate.
ARTICLE XV
CONCERNING THE CUSTODIAN
1. Except as hereinafter provided, neither the Custodian nor its
nominee shall be liable for any loss or damage, including counsel fees,
resulting from its action or omission to act or otherwise, either hereunder or
under any Margin Account Agreement, except for any such loss or damage arising
out of its own negligence or willful misconduct. The Custodian may, with
respect to questions of law arising hereunder or under any Margin Account
Agreement, apply for and obtain the advice and o pinion of counsel to the Fund
or of its own counsel, at the expense of the Fund, and shall be fully protected
with respect to anything done or omitted by it in good faith in conformity with
such advice or opinion. The Custodian shall be liable to th e Fund for any
loss or damage resulting from the use of the Book-Entry System or any
Depository arising by reason of any negligence, misfeasance or willful
misconduct on the part of the Custodian or any of its employees or agents.
2. Without limiting the generality of the foregoing, the Custodian
shall be under no obligation to inquire into, and shall not be liable for:
(a) The validity of the issue of any Securities purchased, sold or
written by or for the Fund, the legality of the purchase, sale or writing
thereof, or the propriety of the amount paid or received therefor;
(b) The legality of the issue or sale of any of the Fund's Shares, or
the sufficiency of the amount to be received therefor;
(c) The legality of the redemption of any of the Fund's Shares, or the
propriety of the amount to be paid therefor;
(d) The legality of the declaration or payment of any dividend by the
Fund;
(e) The legality of any borrowing by the Fund using Securities as
collateral;
(f) The legality of any loan of portfolio Securities pursuant to
Article XIV of this Agreement, nor shall the Custodian be under any duty or
obligation to see to it that any cash collateral delivered to it by a broker,
dealer or financial in stitution or held by it at any time as a result of such
loan of portfolio Securities of the Fund is adequate collateral for the Fund
against any loss it might sustain as a result of such loan. The Custodian
specifically, but not by way of limitation , shall not be under any duty or
obligation periodically to check or notify the Fund that the amount of such
cash collateral held by it for the Fund is sufficient collateral for the Fund,
but such duty or obligation shall be the sole responsibility o f the Fund. In
addition, the Custodian shall be under no duty or obligation to see that any
broker, dealer or financial institution to which portfolio Securities of the
Fund are lent pursuant to Article XIV of this Agreement makes payment to it of
a ny dividends or interest which are payable to or for the account of the
applicable Series of the Fund during the period of such loan or at the
termination of such loan, provided, however, that the Custodian shall promptly
notify the Fund in the event that such dividends or interest are not paid and
received when due; or
(g) The sufficiency or value of any amounts of money and/or Securities
held in any Margin Account, Segregated Security Account or Collateral Account
in connection with transactions by the Fund. In addition, the Custodian shall
be under no d uty or obligation to see that any broker, dealer, futures
commission merchant or Clearing Member makes payment to the Fund of any
variation margin payment or similar payment which the Fund may be entitled to
receive from such broker, dealer, futures commission merchant or Clearing
Member, to see that any payment received by the Custodian from any broker,
dealer, futures commission merchant or Clearing Member is the amount the Fund
is entitled to receive, or to notify the Fund of the Custodian's receipt or
non-receipt of any such payment; provided however that the Custodian, upon the
Fund's written request, shall, as Custodian, demand from any broker, dealer,
futures commission merchant or Clearing Member identified by the Fund the
payment o f any variation margin payment or similar payment that the Fund
asserts it is entitled to receive pursuant to the terms of a Margin Account
Agreement or otherwise from such broker, dealer, futures commission merchant or
Clearing Member.
3. The Custodian shall not be liable for, or considered to be the
Custodian of, any money, whether or not represented by any check, draft or
other instrument for the payment of money, received by it on behalf of the Fund
until the Custodian actually receives and collects such money directly or by
the final crediting of the account representing the Fund's interest at the
Book-Entry System or the Depository.
4. The Custodian shall have no responsibility and shall not be liable
for ascertaining or acting upon any calls, conversions, exchange, offers,
tenders, interest rate changes or similar matters relating to Securities held
in the Depository, unless the Custodian shall have actually received timely
notice from the Depository. In no event shall the Custodian have any
responsibility or liability for the failure of the Depository to collect, or
for the late collection or late crediting by t he Depository of any amount
payable upon Securities deposited in the Depository which may mature or be
redeemed, retired, called or otherwise become payable. However, upon receipt
of a Certificate from the Fund of an overdue amount on Securities hel d in the
Depository, the Custodian shall make a claim against the Depository on behalf
of the Fund, except that the Custodian shall not be under any obligation to
appear in, prosecute or defend any action, suit or proceeding in respect to any
Securit ies held by the Depository which in its opinion may involve it in
expense or liability, unless indemnity satisfactory to it against all expense
and liability be furnished as often as may be required.
5. The Custodian shall not be under any duty or obligation to take
action to effect collection of any amount due to the Fund from the Transfer
Agent of the Fund nor to take any action to effect payment or distribution by
the Transfer Agent o f the Fund of any amount paid by the Custodian to the
Transfer Agent of the Fund in accordance with this Agreement.
6. The Custodian shall not be under any duty or obligation to take
action to effect collection of any amount, if the Securities upon which such
amount is payable are in default, or if payment is refused after due demand or
presentation, unle ss and until (i) it shall be directed to take such action by
a Certificate and (ii) it shall be assured to its satisfaction of reimbursement
of its costs and expenses in connection with any such action.
7. The Custodian may appoint one or more banking institutions as
Depository or Depositories or as Sub-Custodian or Sub-Custodians, including,
but not limited to, banking institutions located in foreign countries, of
Securities and moneys at any time owned by the Fund, upon terms and conditions
approved in the Certificate, which shall, if requested by the Custodian, be
accompanied by an approving resolution of the Fund's Board adopted in
accordance with Rule 17f-5 under the Investment Co mpany Act of 1940, as
amended. Notwithstanding anything to the contrary contained in this Agreement,
the Custodian shall hold harmless and indemnify the Fund from and against any
losses, actions, claims, demands, expenses and proceedings, including counsel
fees, that occur as a result of any act or omission of any Foreign Sub-
Custodian or Depository with respect to the safekeeping of moneys and
securities of the Fund.
8. The Custodian shall not be under any duty or obligation to
ascertain whether any Securities at any time delivered to or held by it for the
account of the Fund are such as properly may be held by the Fund under the
provisions of its organi zation documents.
9. (a) The Custodian shall be entitled to receive and the Fund agrees
to pay to the Custodian all reasonable out-of-pocket expenses and such
compensation and fees as are specified on Schedule A hereto. The Custodian
shall not deem amounts payable in respect of foreign custodial services to be
out-of-pocket expenses, it being the parties' intention that all fees for such
services shall be as set forth on Schedule B hereto and shall be provided for
the term of this Agreement without any automatic or unilateral increase. The
Custodian shall have the right to unilaterally increase the figures on Schedule
A on or after March 1, 1998 and on or after each succeeding March 1 thereafter
by an amount equal to 50% of the increase in the Co nsumer Price Index for the
calendar year ending on the December 31 immediately preceding the calendar year
in which such March 1 occurs, provided, however, that during each such annual
period commencing on a March 1, the aggregate increase during suc h period
shall not be in excess of 10%. Any increase by the Custodian shall be
specified in a written notice delivered to the Fund at least thirty days prior
to the effective date of the increase. The Custodian may charge such
compensation and any expenses incurred by the Custodian in the performance of
its duties pursuant to such agreement against any money held by it for the
account of the Fund. The Custodian shall also be entitled to charge against
any money held by it for the account of t he Fund the amount of any loss,
damage, liability or expense, including counsel fees, for which it shall be
entitled to reimbursement under the provisions of this Agreement. The expenses
which the Custodian may charge against the account of the Fund include, but are
not limited to, the expenses of Sub-Custodians and foreign branches of the
Custodian incurred in settling outside of New York City transactions involving
the purchase and sale of Securities of the Fund.
(b) The Fund shall receive a credit for each calendar month
against such compensation and fees of the Custodian as may be payable by the
Fund with respect to such calendar month in an amount equal to the aggregate of
its Earnings Credit for such calendar month. In no event may any Earnings
Credits be carried forward to any fiscal year other than the fiscal year in
which it was earned, or, unless permitted by applicable law, transferred to, or
utilized by, any other person or entity , provided that any such transferred
Earnings Credit can be used only to offset compensation and fees of the
Custodian for services rendered to such transferee and cannot be used to pay
the Custodian's out-of-pocket expenses. For purposes of this su b-section (b),
the Fund is permitted to transfer Earnings Credits only to The Dreyfus
Corporation, its affiliates and/or any investment company now or in the future
for which The Dreyfus Corporation or any of its affiliates acts as the sole
investmen t adviser. For purposes of this sub-section (b), a fiscal year shall
mean the twelve-month period commencing on the effective date of this Agreement
and on each anniversary thereof.
10. The Custodian shall be entitled to rely upon any Certificate,
notice or other instrument in writing received by the Custodian and reasonably
believed by the Custodian to be a Certificate. The Custodian shall be
entitled to rely upon any Oral Instructions and any Written Instructions
actually received by the Custodian pursuant to Article IV or XI hereof. The
Fund agrees to forward to the Custodian a Certificate or facsimile thereof,
confirming such Oral Instructions or Written Inst ructions in such manner so
that such Certificate or facsimile thereof is received by the Custodian,
whether by hand delivery, telex or otherwise, by the close of business of the
same day that such Oral Instructions or Written Instructions are given t o the
Custodian. The Fund agrees that the fact that such confirming instructions
are not received by the Custodian shall in no way affect the validity of the
transactions or enforceability of the transactions hereby authorized by the
Fund. The Fund agrees that the Custodian shall incur no liability to the Fund
in acting upon Oral Instructions given to the Custodian hereunder concerning
such transactions, provided such instructions reasonably appear to have been
received from an Authorized Pers on.
11. The Custodian shall be entitled to rely upon any instrument,
instruction or notice received by the Custodian and reasonably believed by the
Custodian to be given in accordance with the terms and conditions of any Margin
Account Agreement . Without limiting the generality of the foregoing, the
Custodian shall be under no duty to inquire into, and shall not be liable for,
the accuracy of any statements or representations contained in any such
instrument or other notice including, witho ut limitation, any specification of
any amount to be paid to a broker, dealer, futures commission merchant or
Clearing Member.
12. The books and records pertaining to the Fund which are in the
possession of the Custodian shall be the property of the Fund. Such books and
records shall be prepared and maintained as required by the Investment Company
Act of 1940, as a mended, and other applicable securities laws and rules and
regulations. The Fund, or the Fund's authorized representatives, shall have
access to such books and records during the Custodian's normal business hours.
Upon the reasonable request of the Fund, copies of any such books and records
shall be provided by the Custodian to the Fund or the Fund's authorized
representative at the Fund's expense.
13. The Custodian shall provide the Fund with any report obtained by
the Custodian on the system of internal accounting control of the Book-Entry
System or the Depository, or O.C.C., and with such reports on its own systems
of internal accou nting control as the Fund may reasonably request from time to
time.
14. The Fund agrees to indemnify the Custodian against and save the
Custodian harmless from all liability, claims, losses and demands whatsoever,
including attorney's fees, howsoever arising or incurred because of or in
connection with the C ustodian's payment or non-payment of checks pursuant to
paragraph 6 of Article XII as part of any check redemption privilege program of
the Fund, except for any such liability, claim, loss and demand arising out of
the Custodian's own negligence or w illful misconduct.
15. Subject to the foregoing provisions of this Agreement, the
Custodian may deliver and receive Securities, and receipts with respect to such
Securities, and arrange for payments to be made and received by the Custodian
in accordance with t he customs prevailing from time to time among brokers or
dealers in such Securities.
16. The Custodian shall have no duties or responsibilities whatsoever
except such duties and responsibilities as are specifically set forth in this
Agreement, and no covenant or obligation shall be implied in this Agreement
against the Custo dian.
ARTICLE XVI
TERMINATION
1. (a) Any termination may be effected only by the terminating
party giving to the other party a notice in writing specifying the date of such
termination, which shall be not less than two hundred seventy (270) days after
the date of gi ving of such notice.
(b) The Fund may at any time terminate this Agreement if the
Custodian has materially breached its obligations under this Agreement and such
breach has remained uncured for a period of thirty days after the Custodian's
receipt from t he Fund of written notice specifying such breach.
(c) Either party, immediately upon written notice to the other
party, may terminate this Agreement upon the Merger or Bankruptcy of the other
party.
(d) The Fund may at any time terminate this Agreement if
the Custodian has materially breached its obligations under the "Amendment to
Transfer Agency Agreements" dated August 18, 1989 and has not cured such breach
as promptly as practicable and in any event within seven days of its receipt of
written notice of such breach, provided that the Custodian shall not be
permitted to cure any such material breach arising from the willful misconduct
of the Custodian.
In the event notice of termination is given by the Fund, it shall be
accompanied by a copy of a resolution of the Fund's Board, certified by the
Secretary or any Assistant Secretary, electing to terminate this Agreement and
designating a succ essor custodian or custodians, each of which shall be a bank
or trust company having not less than $2,000,000 aggregate capital, surplus and
undivided profits. In the event notice of termination is given by the
Custodian, the Fund shall, on or befor e the termination date, deliver to the
Custodian a copy of a resolution of its Board, certified by the Secretary or
any Assistant Secretary, designating a successor custodian or custodians. In
the absence of such designation by the Fund, the Custodi an may designate a
successor custodian which shall be a bank or trust company having not less than
$2,000,000 aggregate capital, surplus and undivided profits. Upon the date set
forth in such notice, this Agreement shall terminate and the Custodian shall,
upon receipt of a notice of acceptance by the successor custodian, on that date
deliver directly to the successor custodian all Securities and moneys then
owned by the Fund and held by it as Custodian, after deducting all fees,
expenses and ot her amounts for the payment or reimbursement of which it shall
then be entitled.
2. If a successor custodian is not designated by the Fund or the
Custodian in accordance with the preceding paragraph, the Fund shall, upon the
date specified in the notice of termination of this Agreement and upon the
delivery by the Custod ian of all Securities (other than Securities held in the
Book-Entry System which cannot be delivered to the Fund) and moneys then owned
by the Fund, be deemed to be its own custodian, and the Custodian shall thereby
be relieved of all duties and resp onsibilities pursuant to this Agreement,
other than the duty with respect to Securities held in the Book-Entry System,
in any Depository or by a Clearing Member which cannot be delivered to the
Fund, to hold such Securities hereunder in accordance wi th this Agreement.
ARTICLE XVII
MISCELLANEOUS
1. Annexed hereto as Appendix A is a Certificate setting forth the
names of the present Authorized Persons. The Fund agrees to furnish to the
Custodian a new Certificate in similar form in the event that any such present
Authorized Person c eases to be an Authorized Person or in the event that other
or additional Authorized Persons are elected or appointed. Until such new
Certificate shall be received, the Custodian shall be fully protected in acting
under the provisions of this Agreem ent upon Oral Instructions or signatures of
the present Authorized Persons as set forth in the last delivered Certificate.
2. Annexed hereto as Appendix B is a Certificate signed by two of the
present Officers of the Fund setting forth the names of the present Officers
of the Fund. The Fund agrees to furnish to the Custodian a new Certificate in
similar form in the event any such present Officer ceases to be an Officer of
the Fund, or in the event that other or additional Officers are elected or
appointed. Until such new Certificate shall be received, the Custodian shall
be fully protected in acting under the provisions of this Agreement upon the
signatures of the Officers as set forth in the last delivered Certificate.
3. Any notice or other instrument in writing, authorized or required
by this Agreement to be given to the Custodian, shall be sufficiently given if
addressed to the Custodian and mailed or delivered to it at its offices at 90
Washington Stre et, 13th Floor, New York, New York 10286, or at such other
place as the Custodian may from time to time designate in writing.
4. Any notice or other instrument in writing, authorized or required
by this Agreement to be given to the Fund, shall be sufficiently given if
addressed to the Fund and mailed or delivered to it at its offices at 144
Glenn Curtiss Boulevard, Uniondale, New York 11556-0144, or at such other
place as the Fund may from time to time designate in writing.
5. This Agreement may not be amended or modified in any manner except
by a written agreement executed by both parties with the same formality as this
Agreement and approved by a resolution of the Fund's Board.
6. This Agreement shall extend to and shall be binding upon the
parties hereto, and their respective successors and assigns; provided, however,
that this Agreement shall not be assignable by the Fund without the written
consent of the Custod ian, or by the Custodian without the written consent of
the Fund, authorized or approved by a resolution of its Board.
7. This Agreement shall be construed in accordance with the laws of
the State of New York.
8. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but such
counterparts shall, together, constitute only one instrument.
9. This Agreement has been executed on behalf of the Fund by the
undersigned officer of the Fund. The obligations of this Agreement shall only
be binding upon the assets and property of the Fund and shall not be binding
upon any trustee, of ficer or shareholder of the Fund individually.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers, thereunto duly authorized, as of the day
and year first above written.
DREYFUS INSTITUTIONAL PREFERRED
MONEY MARKET FUND
By: /s/ Elizabeth A. Keeley
__________________________
Vice President
Attest:
THE BANK OF NEW YORK
By: __________________________
Attest:
Appendix A
DREYFUS INSTITUTIONAL PREFERRED MONEY MARKET FUND
AUTHORIZED SIGNATORIES:
CASH ACCOUNT AND/OR CUSTODIAN ACCOUNT
FOR PORTFOLIO SECURITIES TRANSACTIONS
Group I Group II
Phyllis Meiner, Paul R. Casti, Jr., Thomas J. Durante, Jean Farley, Gregory S.
Gruber, Paul T. Molloy, Jeffrey N. Nachman, James M. Windels, Michael Condon,
Richard Cassaro, Lori McNab, Stephen Powanda and Laura Sanderson
Paul R. Casti, Jr. Jeffrey N. Nachman Christopher Condron Joseph I. Connolly
Thomas J. Durante
Gregory S. Gruber
James M. Windels
Paul T. Molloy
Jean Farley
William T. Sandalls, Jr.
Cash Account
1. Fees payable to The Bank of New York pursuant to written agreement with
the Fund for services rendered in its capacity as Custodian or agent of the
Fund, or to Dreyfus Transfer, Inc. in its capacity as Transfer Agent or agent
of the Fund:
Two (2) signatures required, one of which must be from Group
II, except that no individual shall be authorized to sign more than once.
2. Other expenses of the Fund, $5,000 and under:
Any combination of two (2) signatures from either Group I or
Group II, or both such Groups, except that no individual shall be authorized to
sign more than once.
3. Other expenses of the Fund, over $5,000 but not over $25,000:
Two (2) signatures required, one of which must be from Group
II, except that no individual shall be authorized to sign more than once.
4. Other expenses of the Fund, over $25,000:
Two (2) signatures required, one from Group I or Group II,
including any one of the following: Paul R. Casti, Jr., Christopher Condron,
James M. Windels, Jeffrey N. Nachman, Joseph I. Connolly or William T.
Sandalls, Jr., except that no individual shall be authorized to sign more than
once.
Custodian Account for Portfolio Securities Transactions
Two (2) signatures required from any of the following:
Joseph I. Connolly, Paul R. Casti, Jr., Thomas J.
Durante, Jean Farley, Gregory S. Gruber, Paul T. Molloy, Jeffrey N. Nachman,
James M. Windels, Michael Condron, Richard Cassaro, Alan Brown, Linda Lionetti,
Michelle Pressa, Ri chard Wiener, Douglas Christensen, Lori McNab, Joseph
Bruno, Vincent Grolli, Elizabeth McDonough, Stephen Powanda and all current
Portfolio Managers.
Appendix B
DREYFUS INSTITUTIONAL PREFERRED MONEY MARKET FUND
The undersigned Officers of the Fund do hereby certify that the
following individuals, whose specimen signatures are on file with The Bank of
New York, have been duly elected or appointed by the Fund's Board to the
position set forth opposite their names and have qualified therefor:
Name Position
Marie E. Connolly President and Treasurer
John E. Pelletier Vice President and Secretary
Elizabeth A. Keeley Vice President and Assistant
Secretary
Douglas C. Conroy Vice President and Assistant
Secretary
Richard W. Ingram Vice President and Assistant
Treasurer
Mark A. Karpe Vice President and Assistant
Secretary
Joseph S. Tower, III Vice President and Assistant
Treasurer
Mary A. Nelson Vice President and Assistant
Treasurer
Michael S. Petrucelli Vice President and Assistant
Treasurer
/s/ Elizabeth A. Keeley /s/ Douglas C. Conroy
______________________________ ______________________________
Elizabeth A. Keeley, Douglas C. Conroy,
Vice President and Assistant Vice President and Assistant
Secretary Secretary
Appendix C
The following are designated publications for purposes of paragraph
5(b) of Article III:
The Bond Buyer
Depository Trust Company Notices
Financial Daily Card Service
The New York Times
Standard & Poor's Called Bond Record
The Wall Street Journal
Appendix D
Name of Series
Schedule A
The fees payable to the Custodian with respect to securities held in
domestic custody are annexed hereto.
DOMESTIC CUSTODY FEES
CUSTODY
HOLDING FEES TRANSACTION FEES
1 BP FIRST 500MM BOOK
1/2 BP ON NEXT 1.5B $7 PER
1/4 ON EXCESS
GLOBAL PHYSICAL
REVISED FEES BASED ON COUNTRY $13 PER
PAYDOWNS
$6 PER
NOTE: NO CHANGE TO HOLDING
FEE FOR THE FOLLOWING
TWO (2 FUNDS)
THE FOLLOWING TRANSACTIONS
DREYFUS LIQUID ASSETS, INC. REMAIN THE SAME
DREYFUS AMERICA EURO CD $40.00
PHYSICAL PUTS $20.00
SUB CUST. BOOK $20.00
TIME DEPOSITS $20.00
PRINCIPAL PAYM'TS $15.00
PTC SETTLEMENT $15.00
GNMA $10.00
MARGIN $5.00
FUTURES $5.00
OPTIONS $5.00
GLOBAL
REVISED FEES BASED ON COUNTRY
EARNINGS CREDIT BASED ON 100% OF CUSTODY BALANCES,
LESS DEPOSIT RESERVE REQUIREMENTS AND F.D.I.C. INSURANCE
Schedule B
The fees payable to the Custodian with respect to securities held in
foreign custody are annexed hereto.
GLOBAL CUSTODY FEE PROPOSAL
THE DREYFUS FAMILY OF FUNDS
SAFEKEEPING TRANSACTIONS
ARGENTINA 20 b.p. $ 70
AUSTRALIA 7 b.p. 50
AUSTRIA 7 b.p. 60
BANGLADESH 40 b.p. 170
BELGIUM 7 b.p. 75
BRAZIL 45 b.p. 35
CANADA 7 b.p. 15
CHILE 35 b.p. 65
CHINA 25 b.p. 50
COLOMBIA 50 b.p. 160
CZECH REPUBLIC 25 b.p. 55
DENMARK 7 b.p. 65
EUROMARKET/CEDEL 5 b.p. 15
FINLAND 10 b.p. 70
FRANCE 7 b.p. 70
GERMANY 7 b.p. 35
GREECE 30 b.p. 145
HONG KONG 12 b.p. 80
HUNGARY 65 b.p. 200
INDIA 50 b.p. 175
INDONESIA 12 b.p. 75
IRELAND 7 b.p. 50
ISRAEL 75 b.p. 55
ITALY 7 b.p. 75
JAPAN 7 b.p. 15
LUXEMBOURG 6.5 b.p. 75
MALAYSIA 13 b.p. 100
MEXICO 12 b.p. 60
NETHERLANDS 7 b.p. 15
NEW ZEALAND 7 b.p. 50
NORWAY 7 b.p. 85
PAKISTAN 40 b.p. 150
PERU 65 b.p. 175
PHILIPPINES 12.5 b.p. 150
POLAND 50 b.p. 150
PORTUGAL 25 b.p. 220
SINGAPORE 10 b.p. 100
SOUTH AFRICA 7 b.p. 50
SOUTH KOREA 13 b.p. 25
SPAIN 7 b.p. 40
SRI LANKA 20 b.p. 60
SWEDEN 7 b.p. 50
SWITZERLAND 7 b.p. 75
TAIWAN 15 b.p. 140
THAILAND 7 b.p. 50
TURKEY 25 b.p. 60
UNITED KINGDOM 7 b.p. 35
URUGUAY * 55 b.p. 75
VENEZUELA 45 b.p. 75
* $4,000 Per Year, Per Account.
OUT-OF-POCKET EXPENSES
TELEX, TELEPHONE, SECURITIES REGISTRATION, ETC., ARE IN ADDITION TO THE ABOVE.
May 30, 1997
Dreyfus Institutional Preferred Money Market Fund
200 Park Avenue
New York, New York 10166
Ladies and Gentlemen:
We have acted as counsel to Dreyfus Institutional Preferred Money
Market Fund (the "Fund") in connection with the preparation of a
Registration Statement on Form N-1A, Registration No. 333-26513
(the "Registration Statement"), covering shares of beneficial
interest (the "Shares") of the Fund.
We have examined copies of the Agreement and Declaration of Trust
and By-Laws of the Fund, the Registration Statement and such
other documents, records, papers, statutes and authorities as we
deemed necessary to form a basis for the opinion hereinafter
expressed. In our examination of such material, we have assumed
the genuineness of all signatures and the conformity to original
documents of all copies submitted to us. As to various questions
of fact material to such opinion, we have relied upon statements
and certificates of officers and representatives of the Fund and
others.
Attorneys involved in the preparation of this opinion are
admitted only to the bar of the State of New York. As to various
questions arising under the laws of the Commonwealth of
Massachusetts, we have relied on the opinion of Messrs. Ropes &
Gray, a copy of which is attached hereto. Qualifications set
forth in their opinion are deemed incorporated herein.
Based upon the foregoing, we are of the opinion that the Fund is
authorized to issue an unlimited number of Shares, and that, when
the Shares are issued and sold and the authorized consideration
therefor is received by the Fund, they will be validly issued,
fully paid and nonassessable by the Fund.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the reference to us in the
Prospectus included in the Registration Statement, and to the
filing of this opinion as an exhibit to any application made by
or on behalf of the Fund or any distributor or dealer in
connection with the registration and qualification of the Fund or
its Shares under the securities laws of any state or
jurisdiction. In giving such permission, we do not admit hereby
that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the
rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
STROOCK & STROOCK & LAVAN LLP
May 30, 1997
Dreyfus Institutional Preferred Money Market Fund
200 Park Avenue
New York, New York 10166
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038
Ladies and Gentlemen:
We are furnishing this opinion with respect to the proposed offer and
sale from time to time of an indefinite number of shares of beneficial interest,
par value $.001 (the "Shares") of Dreyfus Institutional Preferred Money Market
Fund (the "F und"), being registered under the Securities At of 1933, as
amended, by a Registration Statement on Form N-1A (the "Registration
Statement").
We have acted as Massachusetts counsel for the Fund in connection with
its organization and are familiar with the action taken by its Trustees to
authorize the issuance of the Shares of the Fund. We have examined the Fund's
records of Truste e action, its By-Laws and its Agreement and Declaration of
Trust, as amended to date. We have examined such other documents as we deem
necessary for the purposes of this opinion.
We assume that appropriate action has been or will be taken to register
or qualify the sale of the Shares under any applicable state and federal laws
regulating sales and offerings of securities and that upon sale of the Shares,
the Fund will receive an amount not less than the net asset value of the Shares
at the time of sale and not in any event less than their par value.
Based upon the foregoing, we are of the opinion that:
The Fund is a legally organized and validly existing unincorporated
voluntary association under the laws of The Commonwealth of Massachusetts which,
unless terminated as provided in its Agreement and Declaration of Trust, shall
contin ue in existence without limitation of time.
The Fund is authorized to issue an unlimited number of Shares and upon
the issue and sale and receipt by the Fund of the authorized consideration
therefor, the Shares so issued will be validly issued, fully paid, and
nonassessable by the Fund.
The Fund is an entity of the type commonly known as a "Massachusetts
business trust". Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Fund.
However, the Agreemen t and Declaration of Trust disclaims shareholder liability
for acts and obligations of the Fund, and requires that notice of such
disclaimer be given in each note, bond, contract or other undertaking issued by
or on behalf of the Fund. The Agreement and Declaration of Trust provides for
indemnification out of the property of the Fund for all loss and expense of any
shareholder of the Fund held personally liable for the obligations of the Fund.
Thus, the risk of liability is limited to circumst ances in which the Fund would
be unable to meet its obligations.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Ropes & Gray
Dreyfus Institutional Preferred Money Market Fund
Stroock & Stroock & Lavan LLP
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Custodian,
Transfer and Dividend Disbursing Agent, Counsel and Independent Auditors"
and to the use of our report dated May 29, 1997, in this Registration Statement
(Form N-1A No. 333-26513) of Dreyfus Institutional Preferred Money Market Fund.
ERNST & YOUNG LLP
New York, New York
May 29, 1997
Other Exhibit
POWER OF ATTORNEY
RESOLVED, that the undersigned hereby constitutes and
appoints Elizabeth A. Keeley, Marie E. Connolly, John
E. Pelletier, Michael Petrucelli, and Mark A. Karpe,
and each of them, with full power to act without the
other, his or her true and lawful attorney-in-fact
and agent, with full power of substitution and
resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities
(until revoked in writing) to sign any and all
amendments to the Registration Statement of Dreyfus
Institutional Preferred Money Market Fund (including
pre- and post-effective amendments and amendments
thereto), and to file the same, with all exhibits
thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each
and every act and thing ratifying and confirming all
that said attorneys-in-fact and agents or any of
them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by
virtue hereof.
/s/ Joseph S. DiMartino
_______________________________________
Joseph S. DiMartino,
Chairman of the Board
DATED: May 21, 1997
Other Exhibit
POWER OF ATTORNEY
RESOLVED, that the undersigned hereby constitutes and
appoints Elizabeth A. Keeley, Marie E. Connolly, John
E. Pelletier, Michael Petrucelli, and Mark A. Karpe,
and each of them, with full power to act without the
other, his or her true and lawful attorney-in-fact
and agent, with full power of substitution and
resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities
(until revoked in writing) to sign any and all
amendments to the Registration Statement of Dreyfus
Institutional Preferred Money Market Fund (including
pre- and post-effective amendments and amendments
thereto), and to file the same, with all exhibits
thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each
and every act and thing ratifying and confirming all
that said attorneys-in-fact and agents or any of
them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by
virtue hereof.
/s/ Clifford L. Alexander, Jr.
_______________________________________
Clifford L. Alexander, Jr.,
Board Member
DATED: May 21, 1997
Other Exhibit
POWER OF ATTORNEY
RESOLVED, that the undersigned hereby constitutes and
appoints Elizabeth A. Keeley, Marie E. Connolly, John
E. Pelletier, Michael Petrucelli, and Mark A. Karpe,
and each of them, with full power to act without the
other, his or her true and lawful attorney-in-fact
and agent, with full power of substitution and
resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities
(until revoked in writing) to sign any and all
amendments to the Registration Statement of Dreyfus
Institutional Preferred Money Market Fund (including
pre- and post-effective amendments and amendments
thereto), and to file the same, with all exhibits
thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each
and every act and thing ratifying and confirming all
that said attorneys-in-fact and agents or any of
them, or their or his or her substitute or
substitutes, may lawfully do or cause to be done by
virtue hereof.
/s/ Lucy Wilson Benson
_______________________________________
Lucy Wilson Benson,
Board Member
DATED: May 21, 1997
Other Exhibit
DREYFUS INSTITUTIONAL PREFERRED MONEY MARKET FUND
Certificate of Secretary
The undersigned, Elizabeth A. Keeley, Assistant Secretary of Dreyfus
Institutional Preferred Money Market Fund (the "Fund"), hereby certifies
that set forth below is a copy of the resolution adopted by each Board
member of the Fund authorizing the signing by Elizabeth A. Keeley, Marie E.
Conn olly, John E. Pelletier, Michael Petrucelli, and Mark A. Karpe on
behalf of the proper officers of the Fund pursuant to a power of attorney.
RESOLVED, that the undersigned hereby constitutes and
appoints Elizabeth A. Keeley, Marie E. Connolly, John
E. Pelletier, Michael Petrucelli, and Mark A. Karpe,
and each of them, with full power to act without the
other, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and
resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities (until
revoked in writing) to sign any and all amendments to
the Registration Statement of Dreyfus Institutional
Preferred Money Market Fund (including pre- and post-
effective amendments and amendments thereto), and to
file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and
authority to do and perform each and every act and
thing ratifying and confirming all that said attorneys-
in-fact and agents or any of them, or their or his or
her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto signed may name and affixed the
Seal of the Fund on May 22, 1997.
/s/ Elizabeth A. Keeley
Elizabeth A. Keeley,
Assistant Secretary
