File Nos. 811-8211
333-26513
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 2 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 2 [X]
(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)
----
X on August 1, 1998 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 4
3 Condensed Financial Information 4
4 General Description of Registrant 5
5 Management of the Fund 6
5(a) Management's Discussion of Fund's Performance *
6 Capital Stock and Other Securities 10
7 Purchase of Securities Being Offered 7
8 Redemption or Repurchase 8
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-15
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-13
18 Capital Stock and Other Securities B-14
19 Purchase, Redemption and Pricing B-11
of Securities Being Offered
20 Tax Status B-13
21 Underwriters B-12
22 Calculations of Performance Data B-14
23 Financial Statements B-16
Items in
Part C of
Form N-1A
_________
24 Financial Statements and Exhibits C-1
25 Persons Controlled by or Under C-3
Common Control with Registrant
26 Number of Holders of Securities C-3
27 Indemnification C-3
28 Business and Other Connections of C-4
Investment Adviser
29 Principal Underwriters C-10
30 Location of Accounts and Records C-13
31 Management Services C-13
32 Undertakings C-13
_____________________________________
NOTE: * Omitted since answer is negative or inapplicable.
- --------------------------------------------------------------------------------
PROSPECTUS AUGUST 1, 1998
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 SERVES 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 AUGUST 1, 1998, 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 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............................... 3
CONDENSED FINANCIAL INFORMATION.............................. 4
YIELD INFORMATION............................................ 4
DESCRIPTION OF THE FUND...................................... 5
MANAGEMENT OF THE FUND....................................... 6
HOW TO BUY SHARES............................................ 7
HOW TO REDEEM SHARES......................................... 8
DIVIDENDS, DISTRIBUTIONS AND TAXES........................... 9
GENERAL INFORMATION.......................................... 10
APPENDIX..................................................... 12
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
[This Page Intentionally Left Blank]
[Page 2]
<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
<S> <C> <C> <C>
Management Fees.......................................................................................... .10%
Total Fund Operating Expenses............................................................................ .10%
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 PAST OR 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 Corporation 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."
[Page 3]
CONDENSED FINANCIAL INFORMATION
The information in the following table has been audited by Ernst & Young LLP,
the Fund's independent auditors. Further financial data, related notes and
report of independent auditors accompany the Statement of Additional
Information, available upon request.
FINANCIAL HIGHLIGHTS
Contained below is per share operating performance data for a share of
beneficial interest outstanding, total investment return, ratios to average
net assets and other supplemental data for the period from June 11, 1997
(commencement of operations) to March 31, 1998. This information has been
derived from the Fund's financial statements.
PERIOD ENDED
MARCH 31, 1998
------------------
PER SHARE DATA:
Net asset value, beginning of period......................... $1.00
INVESTMENT OPERATIONS:
Investment income--net.................................... .046
-----
DISTRIBUTIONS:
Dividends from investment income--net..................... (.046)
Net asset value, end of period............................ $1.00
======
TOTAL INVESTMENT RETURN...................................... 5.76%*
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets.................. .10%*
Ratio of net investment income
to average net assets.................................. 5.64%*
Net Assets, end of period (000's omitted)................ $1,496,626
- -----------------
* Annualized.
YIELD INFORMATION
From time to time, the Fund advertises 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 Monitor(tm), IBC's Money Fund Report(tm),
Morningstar, Inc. and other industry publications.
[Page 4]
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, 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 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 organizations (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 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
[Page 5]
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.
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 May 31, 1998, The Dreyfus Corporation managed or administered
approximately $109 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
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
[Page 6]
more than $328 billion in assets as of March 31, 1998, including
approximately $113 billion in proprietary mutual fund assets. As of March 31,
1998, Mellon, through various subsidiaries, provided non-investment services,
such as custodial or administration services, for more than $1.666 trillion in
assets, including approximately $67 billion in mutual fund assets.
For the period from June 11, 1997 (commencement of operations) to March 31,
1998, the Fund paid The Dreyfus Corporation a monthly management fee at the
annual rate of .10 of 1% of the value of the Fund's average daily net assets.
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 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.
In allocating brokerage transactions, The Dreyfus Corporation seeks to obtain
the best execution of orders at the most favorable net price. Subject to this
determination, The Dreyfus Corporation may consider, among other things, the
receipt of research services and/or the sale of shares of the Fund or other
funds managed, advised or administered by The Dreyfus Corporation as factors in
the selection of broker-dealers to execute portfolio transactions for the Fund.
See "Portfolio Transactions" in the Statement of Additional Information.
The Dreyfus Corporation may pay the Fund' s distributor for shareholder
services from The Dreyfus Corporation's own assets, including past profits but
not including the management fee paid by the Fund. The Fund's distributor may
use part or all of such payments to pay service agents in respect of these
services.
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
[Page 7]
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 in proper form received by 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.
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.
[Page 8]
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 instructions 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.
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
[Page 9]
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 an individual generally will be taxed on his or
her net capital gain at a maximum rate of 20% with respect to capital gains from
securities held for more than twelve months.
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, IRS individual taxpayer
identification 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.
Management believes that the Fund has qualified for the period from June
11, 1997 (commencement of operations) to March 31, 1998 as a "regulated
investment company" under the Code. The Fund intends to continue to so qualify
so long as such qualification is in the best interests of its shareholders.
Such qualification relieves the Fund of any liability 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 (the "Trust Agreement"), and commenced
operations on June 11, 1997. The Fund is authorized to issue an unlimited
number of shares of beneficial interest, par value $.001 per share. Each
share has one vote. The Fund ordinarily
[Page 10]
will 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 11]
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
33 1/3% 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 of cost or market, less liabilities (not
including the amount borrowed) at the time the borrowing is made. While such
borrowings exceed 5% of the value of the Fund's total assets, the Fund will not
make any additional investments. 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, interest 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 33 1/3% 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
[Page 12]
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 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
[Page 13]
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.
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 14]
[This Page Intentionally Left Blank]
[Page 15]
PROSPECTUS
Dreyfus Institutional
Preferred
Money Market
Fund
(c) 1998 Dreyfus Service Corporation
194p0898
DREYFUS INSTITUTIONAL PREFERRED MONEY MARKET FUND
PART B
(STATEMENT OF ADDITIONAL INFORMATION)
AUGUST 1, 1998
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
August 1, 1998, 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-11
How to Redeem Shares .......................................B-11
Determination of Net Asset Value ...........................B-12
Dividends, Distributions and Taxes .........................B-13
Portfolio Transactions .....................................B-13
Yield Information ..........................................B-14
Information About the Fund .................................B-15
Transfer and Dividend Disbursing Agent, Custodian,
Counsel and Independent Auditors .........................B-15
Financial Statements and Report of Independent Auditors ....B-16
Appendix ...................................................B-17
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 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. 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 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 a
director of Noel Group, Inc., a venture capital company (for which from
February 1995 until November 1997, he was Chairman of the Board), The
Muscular Dystrophy Association, HealthPlan Services Corporation, a
provider of marketing, administrative and risk management services to
health and other benefit programs, Carlyle Industries, Inc. (formerly,
Belding Heminway Company, Inc.), a button packager and distributor,
Century Business Services, Inc., a provider of various outsourcing
functions for small and medium sized companies, and Career Blazers Inc.
(formerly, Staffing Resources, Inc.), a temporary placement agency.
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. From August
1994 until December 31, 1994, he was a director of Mellon Bank
Corporation. He is 54 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 64 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.
The Fund typically pays its Board members an annual retainer and a per
meeting fee and reimburses them 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 such compensation. The aggregate compensation paid to each
Board member by the Fund, and 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, 1997, was as follows:
Aggregate Total Compensation From
Name of Board Compensation from Fund and Fund Complex
Member Fund* Paid to Board Member
_____________ __________________ ______________________
Joseph S. DiMartino $2,813 $597,128 (94)
Clifford Alexander $2,000 $ 88,305 (19)
Lucy Wilson Benson $2,250 $ 74,055 (15)
__________________________________
* Amount does not include reimbursed expenses for attending Board
meetings, which amounted to $ 804.90 for all Board members as a group.
Officers of the Fund
MARIE E. CONNOLLY, President and Treasurer. President, Chief Executive
Officer, Chief Compliance Officer and a director of the Distributor
and Funds Distributor, Inc., the ultimate parent of which is Boston
Institutional Group, Inc., and an officer of other investment
companies advised or administered by the Manager. She is 40 years
old.
MARGARET W. CHAMBERS, Vice President and Secretary. Senior Vice President
and General Counsel of Funds Distributor, Inc., and an officer of
other investment companies advised or administered by the Manager.
From August 1996 to March 1998, she was Vice President and Assistant
General Counsel for Loomis, Sayles & Company, L.P. From January 1986
to July 1996, she was an associate with the law firm of Ropes & Gray.
She is 38 years old.
MICHAEL S. PETRUCELLI, Vice President, Assistant Treasurer and Assistant
Secretary. Senior Vice President of 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 also served as Treasurer of the GE Funds
and as a Director of GE Investment Services. He is 36 years old.
STEPHANIE D. PIERCE, Vice President, Assistant Treasurer and Assistant
Secretary. Vice President and Client Development Manager of Funds
Distributor, Inc. and an officer of other investment companies advised
or administered by the Manager. From April 1997 to March 1998, she
was employed as a Relationship Manager with Citibank, N.A.. She is 30
years old.
MARY A. NELSON, Vice President and Assistant Treasurer. Vice President of
the Distributor and 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 33 years old.
GEORGE A. RIO, Vice President and Assistant Treasurer. Executive Vice
President, Client Service Director of Funds Distributor, Inc., and an
officer of other investment companies advised or administered by the
Manager. From June 1995 to March 1998, he was Senior Vice President
and Senior Key Account Manager for Putnam Mutual Funds. From May 1994
to June 1995, he was Director of Business Development for First Data
Corporation. From September 1983 to May 1994, he was Senior Vice
President & Manager of Client Services and Director of Internal Audit
at The Boston Company. He is 43 years old.
JOSEPH F. TOWER, III, Vice President and Assistant Treasurer. Senior Vice
President, Treasurer, Chief Financial Officer and a director of the
Distributor and Funds Distributor, Inc., and an officer of other
investment companies advised or administered by the Manager. From
July 1988 to August 1994, he was employed by The Boston Company, Inc.
where he held various management positions in the Corporate Finance
and Treasury areas. He is 35 years old.
DOUGLAS C. CONROY, Vice President and Assistant Secretary. Assistant Vice
President 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
28 years old.
CHRISTOPHER J. KELLEY, Vice President and Assistant Secretary. Vice
President and Senior Associate General Counsel of the Distributor and
Funds Distributor, Inc., and an officer of other investment companies
advised or administered by the Manager. From April 1994 to July 1996,
he was Assistant Counsel at Forum Financial Group. From October 1992
to March 1994, he was employed by Putnam Investments in legal and
compliance capacities. He is 33 years old.
KATHLEEN K. MORRISEY, Vice President and Assistant Secretary. Manager of
Treasury Services Administration of Funds Distributor, Inc., and an
officer of other investment companies advised or administered by the
Manager. From July 1994 to November 1995, she was a Fund Accountant
for Investors Bank & Trust Company. She is 25 years old.
ELBA VASQUEZ, Vice President and Assistant Secretary. Assistant Vice
President of Funds Distributor, Inc., and an officer of other
investment companies advised or administered by the Manager. From
March 1990 to May 1996, she was employed by U.S. Trust Company of New
York, where she held various sales and marketing positions. She is 36
years old.
The address of each officer of the Fund is 200 Park Avenue, New York,
New York 10166.
The Fund's Board members and officers, as a group, owned less than 1%
of the Fund's outstanding shares as of July 1, 1998.
The following shareholders are known by the Fund to own of record 5%
or more of the Fund's shares of beneficial interest outstanding on July 1,
1998: (1) University of Texas at Austin UT Austin, P.O. Box 7159, Austin,
TX 78713-7159 (14.10%); (2) Board of Regents of the University of Texas
System Long Term Fund Active Reserve ULTF2061002, 1 Cabot Road, Medford, MA
02155-5141 (12.58%); (3) Board of Regents of the University of Texas
System SITF UTSF 9600002, 1 Cabot Road, Medford MA 02155-5141 (12.39%); 4)
University of Texas System Administration UT System Administration, 201 W.
7th Street, Austin, TX 78701-2902 (11.43%); (5) University of Texas
Medical Branch at Galveston UT MB Galveston, 301 University Boulevard,
Galveston, TX 77555-0907 (9.53%); (6) Board of Regents of the University
of Texas System PUF Active Reserve UPFF 2199002, 1 Cabot Road, Medford, MA
02155-5141 (9.49%); (7) University of Texas MD Anderson Cancer Center UT
MDACC, 1515 Holcombe Boulevard, Houston, TX 77030-4009 (8.46%); (8) Comeria
Bank, Attn. Mutual Fund Operations, P.O. Box 650282, Dallas, TX 75265-0282
(8.05%).
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; Ronald P.
O'Hanley III, Vice Chairman; William T. Sandalls, Jr., Senior Vice
President and Chief Financial Officer; Mark N. Jacobs, Vice President,
General Counsel and Secretary; Patrice M. Kozlowski, Vice President--
Corporate Communications; Mary Beth Leibig, Vice President--Human
Resources; Andrew S. Wasser, Vice President--Information Systems; William
V. Healey, Assistant Secretary; and Mandell L. Berman, Burton C. Borgelt,
Frank V. Cahouet and Richard F. Syron, 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 and 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. The
Manager 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. For the period June 11, 1997 (commencement of
operations) through March 31, 1998, the management fee paid to the Manager
amounted to $853,116.
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 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, Martin Luther King Jr. 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."
For the seven-day period ended March 31, 1998, the Funds' yield and
effective yield were 5.59% and 5.75%, respectively.
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 $56 billion in
money market fund assets, including approximately $29 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.
Under Massachusetts law, shareholders could, under certain
circumstances, be held liable for the obligations of the Fund. However, the
Fund's 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 property 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.
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.
FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT AUDITORS
The Fund's Annual Report to Shareholders for the fiscal year ended
March 31, 1998 is a separate document supplied with this Statement of
Additional Information, and the financial statement, accompanying notes and
report of independent auditors appearing therein are incorporated by
reference into this Statement of Additional Information.
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 IBCA,
Inc. ("Fitch"), Duff & Phelps Credit Rating Co. ("Duff") 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 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.
DREYFUS INSTITUTIONAL PREFERRED MONEY MARKET FUND
PART C. OTHER INFORMATION
_________________________
Item 24. Financial Statements and Exhibits. - List
_______ _________________________________________
(a) Financial Statements:
Included in Part A of the Registration Statement:
Condensed Financial Information for the period June 11, 1997
(commencement of operations) through March 31, 1998.
Included in Part B (by reference) of the Registration Statement:
Statement of Investments--March 31, 1998.*
Statement of Assets and Liabilities--March 31, 1998.*
Statement of Operations for the period from June 11, 1997
(commencement of operations) to March 31, 1998.*
Statement of Changes in Net Assets for the period from June 11,
1997 (commencement of operations) to March 31, 1998.*
Notes to Financial Statements.*
Report of Ernst & Young LLP, Independent Auditors, dated April 30,
1998.*
________________________________
*Items are incorporated by reference to the Registrant's Annual
Report on Form N-30D, dated March 31, 1998.
All Schedules and other financial statement information, for which provision
is made in the applicable accounting regulations of the Securities and
Exchange Commission, are either omitted because they are not required under
the related instructions, they are inapplicable, or the required information
is presented in the financial statements or notes thereto which are included
in Part B of the Registration Statement.
Item 24. Financial Statements and Exhibits. - List (Continued)
(b) Exhibits:
(1) Registrant's Amended and Restated Agreement and Declaration of
Trust is incorporated by reference to Exhibit (1) of Pre-Effective
Amendment No. 1 to the Registration Statement on Form N-1A, filed
on June 5, 1997 ("Pre-Effective Amendment No. 1").
(2) Registrant's By-Laws, as amended, are incorporated by reference to
Exhibit (2) of Pre-Effective Amendment No. 1 to the Registration
Statement on Form N-1A, filed on June 5, 1997.
(5) Management Agreement is incorporated by reference to Exhibit (5)
of Pre-Effective Amendment No. 1 to the Registration Statement on
Form N-1A, filed on June 5, 1997.
(6) Distribution Agreement is incorporated by reference to Exhibit (6)
of the Pre-Effective Amendment No. 1 to the Registration Statement
on Form N-1A, filed on June 5, 1997.
(8) Custody Agreement is incorporated by reference to Exhibit (8) of
Pre-Effective Amendment No. 1 to the Registration Statement on
Form N-1A, filed on June 5, 1997.
(10) Opinion and Consent of Registrant's Counsel is incorporated by
reference to Exhibit (10) of Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-1A, filed on June 5, 1997.
(11) Consent of Independent Auditors.
(17) Financial Data Schedule.
OTHER EXHIBITS
(a) Power of Attorney.
(b) Certificate of Assistant 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 July 1, 1998
Shares of Beneficial
Interest 28
(Par value $.001/Share)
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, attached
as Exhibit (6) of Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-1A, filed on June 5, 1997.
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*;
President:
The Boston Company****;
Laurel Capital Advisors***;
Boston Group Holdings, Inc.;
Executive Vice President:
Mellon Bank, N.A.***;
Boston Safe Deposit and Trust
Company****
RICHARD F. SYRON Chairman of the Board and
Director Chief Executive Officer:
American Stock Exchange
86 Trinity Place
New York, New York 10006;
Director:
John Hancock Mutual Life Insurance Company
John Hancock Place, Box 111
Boston, Massachusetts 02117;
Thermo Electron Corporation
81 Wyman Street, Box 9046
Waltham, Massachusetts 02254-9046;
American Business Conference
1730 K Street, NW, Suite 120
Washington, D.C. 20006;
Trustee:
Boston College - Board of Trustees
140 Commonwealth Ave.
Chestnut Hill, Massachusetts 02167-3934
J. DAVID OFFICER Vice Chairman:
Vice Chairman The Dreyfus Corporation*;
and a Director Director:
Dreyfus Financial Services Corporation*****;
Dreyfus Investment Services Corporation*****;
Mellon Trust of Florida
2875 Northeast 191st Street
North Miami Beach, Florida 33180;
Mellon Preferred Capital Corporation****;
Boston Group Holdings, Inc.****;
Mellon Trust of New York
1301 Avenue of the Americas - 41st Floor
New York, New York 10019;
Mellon Trust of California
400 South Hope Street
Los Angeles, California 90071-2806;
Executive Vice President:
Mellon Bank, N.A.***;
Vice Chairman and Director:
The Boston Company, Inc.****;
President and Director:
RECO, Inc.****;
The Boston Company Financial Services,
Inc.****;
Boston Safe Deposit and Trust Company****;
RONALD P. O'HANLEY III Vice Chairman:
Vice Chairman The Dreyfus Corporation*;
and a Director Director:
The Boston Company Asset Management, LLC****;
TBCAM Holding, Inc.****;
Franklin Portfolio Holdings, Inc.
Two International Place - 22nd Floor
Boston, Massachusetts 02110;
Mellon Capital Management Corporation
595 Market Street, Suite #3000
San Francisco, California 94105;
Certus Asset Advisors Corporation
One Bush Street, Suite 450
San Francisco, California 94104;
Mellon-France Corporation***;
Chairman and Director:
Boston Safe Advisors, Inc.****;
Partner Representative:
Pareto Partners
271 Regent Street
London, England W1R 8PP;
Chairman and Trustee:
Mellon Bond Associates, LLP***;
Mellon Equity Associates, LLP***;
Trustee:
Laurel Capital Advisors, LLP***;
Chairman, President and Chief Executive Officer:
Mellon Global Investing Corp.***;
Partner:
McKinsey & Company, Inc.
Boston, Massachusetts
WILLIAM T. SANDALLS, JR. Director:
Senior Vice President and Dreyfus Partnership Management, Inc.*;
Chief Financial Officer Seven Six Seven Agency, Inc.*;
Chairman and Director:
Dreyfus Transfer, Inc.
One American Express Plaza
Providence, Rhode Island 02903;
President and Director:
Lion Management, Inc.*;
Executive Vice President and Director:
Dreyfus Service Organization, Inc.*;
Vice President, Chief Financial Officer and
Director:
Dreyfus America 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 Service 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 Dreyfus Transfer, Inc.
Fund Accounting One American Express Plaza
Providence, Rhode Island 02903
ANDREW S. WASSER Vice President:
Vice President-Information Mellon Bank Corporation***
Services
WILLIAM V. HEALEY President:
Assistant Secretary The Truepenny Corporation*;
Vice President and Director:
The Dreyfus Consumer Credit Corporation*;
Secretary and Director:
Dreyfus Partnership Management Inc.*;
Director:
The Dreyfus Trust Company++;
Assistant Secretary:
Dreyfus Service Corporation*;
Dreyfus Investment Advisors, Inc.*;
Assistant Clerk:
Dreyfus Insurance Agency of Massachusetts,
Inc.+++++
______________________________________
* 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 Union Trust Building,
501 Grant Street, Room 179, Pittsburgh, Pennsylvania 15259;
+ 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.
+++++ The address of the business so indicated is 53 State Street, Boston,
Massachusetts 02103.
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 Funds
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 Index Funds, Inc.
29) Dreyfus Institutional Money Market Fund
30) Dreyfus Institutional Preferred Money Market Fund
31) Dreyfus Institutional Short Term Treasury Fund
32) Dreyfus Insured Municipal Bond Fund, Inc.
33) Dreyfus Intermediate Municipal Bond Fund, Inc.
34) Dreyfus International Funds, Inc.
35) Dreyfus Investment Grade Bond Funds, Inc.
36) Dreyfus Investment Portfolios
37) The Dreyfus/Laurel Funds, Inc.
38) The Dreyfus/Laurel Funds Trust
39) The Dreyfus/Laurel Tax-Free Municipal Funds
40) Dreyfus LifeTime Portfolios, Inc.
41) Dreyfus Liquid Assets, Inc.
42) Dreyfus Massachusetts Intermediate Municipal Bond Fund
43) Dreyfus Massachusetts Municipal Money Market Fund
44) Dreyfus Massachusetts Tax Exempt Bond Fund
45) Dreyfus MidCap Index Fund
46) Dreyfus Money Market Instruments, Inc.
47) Dreyfus Municipal Bond Fund, Inc.
48) Dreyfus Municipal Cash Management Plus
49) Dreyfus Municipal Money Market Fund, Inc.
50) Dreyfus New Jersey Intermediate Municipal Bond Fund
51) Dreyfus New Jersey Municipal Bond Fund, Inc.
52) Dreyfus New Jersey Municipal Money Market Fund, Inc.
53) Dreyfus New Leaders Fund, Inc.
54) Dreyfus New York Insured Tax Exempt Bond Fund
55) Dreyfus New York Municipal Cash Management
56) Dreyfus New York Tax Exempt Bond Fund, Inc.
57) Dreyfus New York Tax Exempt Intermediate Bond Fund
58) Dreyfus New York Tax Exempt Money Market Fund
59) Dreyfus 100% U.S. Treasury Intermediate Term Fund
60) Dreyfus 100% U.S. Treasury Long Term Fund
61) Dreyfus 100% U.S. Treasury Money Market Fund
62) Dreyfus 100% U.S. Treasury Short Term Fund
63) Dreyfus Pennsylvania Intermediate Municipal Bond Fund
64) Dreyfus Pennsylvania Municipal Money Market Fund
65) Dreyfus Premier California Municipal Bond Fund
66) Dreyfus Premier Equity Funds, Inc.
67) Dreyfus Premier International Funds, Inc.
68) Dreyfus Premier GNMA Fund
69) Dreyfus Premier Worldwide Growth Fund, Inc.
70) Dreyfus Premier Insured Municipal Bond Fund
71) Dreyfus Premier Municipal Bond Fund
72) Dreyfus Premier New York Municipal Bond Fund
73) Dreyfus Premier State Municipal Bond Fund
74) Dreyfus Premier Value Fund
75) Dreyfus Short-Intermediate Government Fund
76) Dreyfus Short-Intermediate Municipal Bond Fund
77) The Dreyfus Socially Responsible Growth Fund, Inc.
78) Dreyfus Stock Index Fund, Inc.
79) Dreyfus Tax Exempt Cash Management
80) The Dreyfus Third Century Fund, Inc.
81) Dreyfus Treasury Cash Management
82) Dreyfus Treasury Prime Cash Management
83) Dreyfus Variable Investment Fund
84) Dreyfus Worldwide Dollar Money Market Fund, Inc.
85) General California Municipal Bond Fund, Inc.
86) General California Municipal Money Market Fund
87) General Government Securities Money Market Fund, Inc.
88) General Money Market Fund, Inc.
89) General Municipal Bond Fund, Inc.
90) General Municipal Money Market Fund, Inc.
91) General New York Municipal Bond Fund, Inc.
92) 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+ Director, Senior Vice President, Vice President
Treasurer and Chief Financial Officer and Assistant
Treasurer
Mary A. Nelson+ Vice President Vice President
and Assistant
Treasurer
Paul Prescott+ Vice President None
Jean M. O'Leary+ Assistant Secretary and None
Assistant Clerk
John W. Gomez+ Director None
William J. Nutt+ Director None
________________________________
+ Principal business address is 60 State Street, 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.
SIGNATURES
__________
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all
of the requirements for effectiveness of this Amendment to the Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has
duly caused this Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New
York, and State of New York, on the 29th day of July, 1998.
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 Amendment
to the 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,
______________________________ Financial, and Accounting
Marie E. Connolly Officer) 07/29/98
/s/Joseph S. DiMartino* Chairman of the Board 07/29/98
_______________________________
Joseph S. DiMartino
/s/Clifford L. Alexander, Jr.* Board Member 07/29/98
_______________________________
Clifford L. Alexander, Jr.
/s/Lucy Wilson Benson* Board Member 07/29/98
_______________________________
Lucy Wilson Benson
*BY:
/s/Elba Vasquez
______________
Elba Vasquez
Attorney-in-fact
EXHIBIT INDEX
Exhibits
(11) Consent of Independent Auditors
(17) Financial Data Schedule
Other Exhibits
(a) Power of Attorney
(b) Certificate of Assistant Secretary
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Transfer and
Dividend Disbursing Agent, Custodian, Counsel and Independent Auditors" and
to the use of our report dated April 30, 1997, which is incorporated by
reference, in this Registration Statement (Form N-1A No. 333-26513) of
Dreyfus Institutional Preferred Money Market Fund.
ERNST & YOUNG LLP
New York, New York
July 27, 1998
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0001038520
<NAME> DREYFUS INSTITUTIONAL PREFERRED MONEY MARKET FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 10-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-END> MAR-31-1998
<INVESTMENTS-AT-COST> 1484472
<INVESTMENTS-AT-VALUE> 1484472
<RECEIVABLES> 11791
<ASSETS-OTHER> 475
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1496738
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 112
<TOTAL-LIABILITIES> 112
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1496629
<SHARES-COMMON-STOCK> 1496629
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (3)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 1496626
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 48983
<OTHER-INCOME> 0
<EXPENSES-NET> 853
<NET-INVESTMENT-INCOME> 48130
<REALIZED-GAINS-CURRENT> (3)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 48127
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (48130)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 5663122
<NUMBER-OF-SHARES-REDEEMED> (4214202)
<SHARES-REINVESTED> 47609
<NET-CHANGE-IN-ASSETS> 1496526
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 853
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 853
<AVERAGE-NET-ASSETS> 1059140
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .046
<PER-SHARE-GAIN-APPREC> .000
<PER-SHARE-DIVIDEND> (.046)
<PER-SHARE-DISTRIBUTIONS> .000
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .001
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
H03-024-X-029-2
POWER OF ATTORNEY
The undersigned hereby constitute and appoint Marie E. Connolly,
Richard W. Ingram, Christopher J. Kelley, Kathleen K. Morrisey, Michael S.
Petrucelli and Elba Vasquez, 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 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 Alexander April 16, 1998
Clifford Alexander
/s/ Lucy Wilson Benson April 16, 1998
Lucy Wilson Benson
/s/ Joseph S. DiMartino April 16, 1998
Joseph S. DiMartino
ASC-035-194-029
DREYFUS INSTITUTIONAL PREFERRED MONEY MARKET FUND
ASSISTANT SECRETARY'S CERTIFICATE
I, Elba Vasquez, Vice President and Assistant Secretary of Dreyfus
Institutional Preferred Money Market Fund (the "Fund"), hereby certify that
set forth below is a copy of the resolution adopted by the Fund's Board
members at a Board meeting held on April 16, 1998.
RESOLUTIONS
RESOLVED, that the following persons be, and they hereby are, elected to the
offices set forth opposite their respective names, to serve at the pleasure
of the Fund's Board:
President and Treasurer Marie E. Connolly
Vice President and Assistant Treasurer Richard W. Ingram
Vice President and Assistant Treasurer Mary A. Nelson
Vice President and Assistant Treasurer Joseph F. Tower, III
Vice President, Assistant Treasurer and Michael S. Petrucelli
Assistant Secretary
Vice President and Assistant Secretary Douglas C. Conroy
Vice President and Assistant Secretary Christopher J. Kelley
Vice President and Assistant Secretary Kathleen K. Morrissey
Vice President and Assistant Secretary Elba Vasquez
; and it be further
RESOLVED, that the Registration Statement and any and all amendments and
supplements thereto may be signed by any one of Marie E. Connolly, Richard
W. Ingram, Christopher J. Kelley, Kathleen K. Morrissey, Michael S.
Petrucelli and Elba Vasquez, as the attorney-in-fact hereby is authorized
and approved; and that such attorneys-in-fact, and each of them, shall have
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection with such Registration
Statement and any and all amendments and supplements thereto, as whom he or
she is acting as attorney-in-fact, might or could do in person.
IN WITNESS WHEREOF, I have hereunto signed by name and affixed seal of the
Fund on July 29, 1998.
/s/ Elba Vasquez
Elba Vasquez
Vice President and Assistant Secretary
