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. 4 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 4 [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)
It is proposed that this filing will become effective (check appropriate
box)
immediately upon filing pursuant to paragraph (b)
----
X on August 1, 1999 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
Investing in high quality, short-term
securities for current income,
safety of principal and liquidity
Prospectus August 1, 1999
As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved these securities or passed upon the adequacy of this
prospectus. Any representation to the contrary is a criminal offense.
The Fund
Dreyfus Institutional Preferred
Money Market Fund
Contents
The Fund
Goal/Approach 1
Main Risks 2
Past Performance 2
Expenses 3
Management 3
Financial Highlights 4
Account Information
Account Policies 5
Distributions and Taxes 6
Instructions for Accounts 7
For More Information
Information on the fund's recent performance and holdings can be found in the
current annual/semiannual report. See back cover.
The fund is designed for institutional investors. Fund shares may not be
purchased directly by individuals. See "Account Policies" for more
information.
Goal/Approach
The fund seeks as high a level of current income as is consistent with the
preservation of capital and the maintenance of liquidity. As a money market
fund, the fund is subject to maturity, quality and diversification
requirements designed to help it maintain a stable share price of $1.00.
The fund invests in a diversified portfolio of high quality, short-term debt
securities, including:
* securities issued or guaranteed by the U.S. government or its agencies
or instrumentalities
* certificates of deposit, time deposits, bankers' acceptances and other
short-term securities issued by domestic or foreign banks or their
subsidiaries or branches
* repurchase agreements
* domestic and dollar-denominated foreign commercial paper and other
short-term corporate obligations, including those with floating or
variable rates of interest
* asset-backed securities
Normally, the fund invests at least 25% of its total assets in bank
obligations.
Concepts to understand
Money market fund: a specific type of mutual fund that seeks to maintain a
$1.00 price per share. Money market funds are subject to strict federal
requirements and must:
* maintain an average dollar-weighted portfolio maturity
of 90 days or less
* buy individual securities that have remaining maturities
of 13 months or less
* invest only in high quality, dollar-denominated obligations
Repurchase agreement: a U.S. commercial bank or securities dealer sells
typically U.S. government securities to the fund and agrees to repurchase
them at an agreed-upon date (usually the next day) and price. These
agreements offer the fund a means of investing money for a short period of
time.
The Fund 1
[Page 1]
Main Risks
The fund's yield will vary as the short-term securities in its portfolio
mature and the proceeds are reinvested in securities with different interest
rates.
An investment in the fund is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency. Although the fund seeks
to preserve the value of an investment at $1.00 per share, it is possible to
lose money by investing in the fund.
While the fund has maintained a constant share price since inception, and
will continue to try to do so, the following factors could reduce the fund's
income level and/or share price:
* interest rates could rise sharply, causing the value of the fund's
securities, and share price, to drop
* any of the fund's holdings could have its credit rating downgraded or
could default
* the risks generally associated with concentrating investments in the
banking industry, such as interest rate risk, credit risk and regulatory
developments relating to the banking industry
* the risks generally associated with dollar-denominated foreign
investments, such as economic and political developments, seizure or
nationalization of deposits, imposition of taxes or other restrictions on
the payment of principal and interest
Concepts to understand
Credit rating: a measure of the issuer's expected ability to make all
required interest and principal payments in a timely manner.
An issuer with the highest credit rating has a very strong degree of
certainty (or safety) with respect to making all payments. An issuer with
the second-highest credit rating has a strong capacity to make all
payments, but the degree of safety is somewhat less.
Generally, the fund is required to invest at least 95% of its assets in the
securities of issuers with the highest credit rating, with the remainder
invested in securities with the second-highest credit rating, or the unrated
equivalent as determined by Dreyfus. The fund intends to purchase securities
with the highest credit rating only, or the unrated equivalent.
Past Performance
The tables below show some of the risks of investing in the fund. The first
table shows the fund's performance for its first full calendar year of
operations. The second table averages the fund's performance over time. Both
tables assume reinvestment of dividends and distributions. Of course, past
performance is no guarantee of future results.
Year-by-year total return as of 12/31 each year (%)
5.64
89 90 91 92 93 94 95 96 97 98
Best Quarter: Q3 '98 +1.41%
Worst Quarter: Q4 '98 +1.33%
The fund's year-to-date total return as of 6/30/99 was 2.47%.
Average annual total return as of 12/31/98
Since
inception
1 Year (6/11/97)
5.64% 5.70%
The fund's 7-day yield on 12/31/98 was 5.14%. For the fund's current yield,
call toll-free 1-800-346-3621.
What this fund is - and isn't
This fund is a mutual fund: a pooled investment that is professionally
managed and gives an investor the opportunity to participate in financial
markets. It strives to reach its stated goal, although as with all mutual
funds, it cannot offer guaranteed results.
An investment in this fund is not a bank deposit. It is not insured or
guaranteed by the FDIC or any other government agency. It is not a
complete investment program. An investor could lose money in this fund,
but also has the potential to make money.
2
[Page 2]
Expenses
Fund investors pay certain fees and expenses in connection with the fund,
which are described in the table below. Annual fund operating expenses are
paid out of fund assets, so their effect is included in the share price. The
fund has no sales charge (load) or Rule 12b-1 distribution fees.
Fee table
Annual fund operating expenses
% of average daily net assets
Management fees 0.10%
Other expenses 0.00%
Total 0.10%
Expense example
1 Year 3 Years 5 Years 10 Years
- ----------------------------------------------------------
$10 $32 $56 $128
This example shows what an investor could pay in expenses over time. It
uses the same hypothetical conditions other funds use in their prospectuses:
$10,000 initial investment, 5% total return each year and no changes in
expenses. The figures shown would be the same whether the investor sold
their shares at the end of a period or kept them. Because actual return
and expenses will be different, the example is for comparison only.
Concepts to understand
Management fee: the fee paid to The Dreyfus Corporation for managing the
fund. Unlike the arrangements between most investment advisers and their
funds, Dreyfus pays all fund expenses except for brokerage fees, taxes,
interest, fees and expenses of the independent board members, fees and
expenses of independent counsel to the fund and to the independent board
members, and extraordinary expenses.
Management
The investment adviser for the fund is The Dreyfus Corporation, 200 Park
Avenue, New York, New York 10166. Founded in 1947, Dreyfus manages more than
$120 billion in over 160 mutual fund portfolios. For the past fiscal year,
the fund paid Dreyfus a management fee at the annual rate of 0.10% of the
fund's average daily net assets. Dreyfus is the primary mutual fund business
of Mellon Bank Corporation, a broad-based financial services company with a
bank at its core. With more than $389 billion of assets under management and
$1.9 trillion of assets under administration and custody, Mellon provides a
full range of banking, investment and trust products and services to
individuals, businesses and institutions. Mellon is headquartered in
Pittsburgh, Pennsylvania.
Dreyfus has a personal securities trading policy (the "Policy") which
restricts the personal securities transactions of its employees. Its primary
purpose is to ensure that personal trading by Dreyfus employees does not
disadvantage any Dreyfus-managed fund. Dreyfus portfolio managers and other
investment personnel who comply with the Policy's preclearance and disclosure
procedures may be permitted to purchase, sell or hold certain types of
securities which also may be or are held in the fund(s) they advise.
Concepts to understand
Year 2000 issues: the fund could be adversely affected if the computer
systems used by Dreyfus and the fund's other service providers do not
properly process and calculate date-related information from and after
January 1, 2000.
Dreyfus is working to avoid year 2000-related problems in its systems and
to obtain assurances from other service providers that they are taking
similar steps. In addition, issuers of securities in which the fund invests
may be adversely affected by year 2000-related problems. This could have
an impact on the value of the fund's investments and its share price.
The Fund 3
[Page 3]
Financial Highlights
The following table describes the fund's performance for the fiscal periods
indicated. "Total return" shows how much an investment in the fund would have
increased (or decreased) during each period, assuming reinvestment of all
dividends and distributions. These figures have been independently audited
by Ernst & Young LLP, whose report, along with the fund's financial statements,
is included in the fund's annual report.
<TABLE>
Year Ended March 31,
1999 1998 1
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Per-Share Data ($)
Net asset value, beginning of period 1.00 1.00
Investment operations: Investment income - net .053 .046
Distributions: Dividends from investment income - net (.053) (.046)
Net asset value, end of period 1.00 1.00
Total return (%) 5.48 5.76 2
Ratios/Supplemental Data
Ratio of expenses to average net assets (%) .10 .10 2
Ratio of net investment income to average net assets (%) 5.31 5.64 2
Net assets, end of period ($ x 1,000) 1,999,406 1,496,626
1 From June 11, 1997 (commencement of operations) to March 31, 1998.
2 Annualized.
</TABLE>
4
[Page 4]
Account Information
Account Policies
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, or to individuals.
Buying shares
Investors pay no sales charges to invest in this fund. The price for fund
shares is the fund's net asset value per share (NAV), which is generally
calculated at 5:00 p.m. every day the New York Stock Exchange or the fund's
transfer agent is open. Orders in proper form will be priced at the NAV next
calculated after the orders and Federal Funds are received by the fund's
custodian or other authorized entity.
Investors whose orders are placed and payments are received in or converted
into Federal Funds by the fund's custodian by 12:00 noon, will become
effective at the price determined at 5:00 p.m. and will receive the dividend
declared on that day. Except as described below, investors whose payments are
received in or converted into Federal Funds after 12:00 noon by the fund's
custodian, will begin to accrue dividends on the following business day.
Orders in proper form received by Dreyfus Institutional Services Division
after 12:00 noon, but prior to 5:00 p.m., and payments for which are received
by the fund's custodian by 6:00 p.m., will become effective at the price
determined at 5:00 p.m., and the shares so purchased will receive the
dividend declared on such day.
All times are Eastern time.
The fund's investments are valued based on amortized cost.
Minimum investments
Initial Additional
- --------------------------------------------------------------
Regular accounts $1 billion* no minimum
* The minimum initial investment is $1 billion unless the investor has,
in the opinion of Dreyfus Institutional Services Division,
adequate intent and availability of assets to reach a future level of
investment of $1 billion.
Selling shares
Investors may sell (redeem) shares at any time and the shares will be sold at
the next determined NAV. If a request for redemption is received in proper
form, and transmitted to the fund's custodian by 5:00 p.m. Eastern 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, 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. Orders will be processed
promptly and investors generally will receive the proceeds within a week. Any
certificates representing fund shares being sold must be returned with the
redemption request.
Concepts to understand
Net asset value (NAV): a mutual fund's share price on a given day. A fund's
NAV is calculated by dividing the value of its net assets by the number of
existing shares.
Amortized cost: a method of valuing a money market fund's portfolio securities,
which does not take into account unrealized gains and losses. As a result,
portfolio securities are valued at their acquisition cost, adjusted over time
based on the discounts or premiums reflected in their purchase price. This
method of valuation is designed to permit a fund to maintain a stable net
asset value.
Account Information 5
[Page 5]
Account Policies (continued)
General policies
Unless an investor declines telephone privileges on the application, the
investor may be responsible for any fraudulent telephone order as long as
Dreyfus takes reasonable measures to verify the order.
The fund reserves the right to:
* refuse any purchase request
* change its minimum investment amounts
* delay sending out redemption proceeds for up to seven days (generally
applies only in cases of very large redemptions, excessive trading or
during unusual market conditions)
The fund also reserves the right to make a "redemption in kind" -
payment in portfolio securities rather than cash - if the amount the investor
is redeeming is large enough to affect fund operations (for example, if it
represents more than 1% of the fund's assets).
Distributions and Taxes
The fund usually declares dividends from its net investment income every day
the New York Stock Exchange or the fund's transfer agent is open, and pays
such dividends to its shareholders once a month. The fund distributes any net
capital gains it has realized once a year. Dividends and distributions will
be reinvested in additional shares of the fund unless the investor instructs
the fund otherwise. There are no fees or sales charges on reinvestments.
Fund dividends and distributions are taxable to most U.S. investors as
ordinary income (unless the investor's investment is in a tax-advantaged
account). The tax status of any distribution is the same regardless of how
long the investor has been in the fund and whether distributions are
reinvested or taken in cash. The tax status of dividends and distributions
will be detailed in an annual tax statement from the fund.
Because everyone's tax situation is unique, an investor should always consult
a tax professional about federal, state and local tax consequences.
6
[Page 6]
Instructions for ACCOUNTS
TO OPEN AN ACCOUNT
By Telephone
Wire Transmit your investment to
The Bank of New York, with these
instructions:
* ABA# 021000018
* DDA# 8900312815
* the fund name
* fund number: 194
* the investor's tax ID or
Social Security number
* account registration
* dealer code (if applicable)
Attn: Lion System
Call us to obtain an account number.
Return a completed application.
Via Computer Facilities
Access Lion Remote System, input new
account data and retrieve account
number for your records.
TO ADD TO AN ACCOUNT
Wire Transmit your investment to
The Bank of New York, with these
instructions:
* ABA# 021000018
* DDA# 8900312815
* fund number: 194
* the fund name
* account number
* account registration
* dealer code (if applicable)
Attn: Lion System
Access Lion Remote System.
Enter:
* account number
* fund number: 194
* amount to buy
Print a report of transactions for
your records.
TO SELL SHARES
Wire Be sure the fund has your bank account
information on file. Call us to request your
transaction. Proceeds will be wired to
your bank.
Access Lion Remote System, confirm bank
account information or select from
multiple wire instructions. Enter:
* account number
* fund number: 194
* amount to sell
Print a report of transactions for
your records.
To open an account, make subsequent investments or to sell shares,
please contact a Dreyfus Institutional Services Representative
or 1-800-346-3621. In New York, call 1-718-895-1650.
Make checks payable to: The Dreyfus Family of Funds.
The Dreyfus Lion Remote System provides institutional
investment managers with the ability to monitor, control and
service their Dreyfus mutual fund accounts through their personal computer.
Investment managers use their modem with a local-access dial-up network or
use their Internet access with a digital certificate for 128-bit encryption
security.
Please call a Dreyfus Representative at
1-800-221-1295
or access our Internet site at
www.LIONSALES.com for more information.
Concepts to understand
Wire transfer: for transferring money from one financial institution to
another. Wiring is the fastest way to move money, although your bank may
charge a fee to send or receive wire transfers.
Account Information 7
[Page 7]
[This page intentionally left blank]
[This page intentionally left blank]
For More Information
Dreyfus Institutional Preferred
Money Market Fund
SEC file number: 811-8211
More information on this fund is available
free upon request, including the following:
Annual/Semiannual Report
Describes the fund's performance and lists its
portfolio holdings.
Statement of Additional Information (SAI)
Provides more details about the fund and its policies.
A current SAI is on file with the Securities and
Exchange Commission (SEC) and is incorporated by
reference (is legally considered part of this prospectus).
To obtain information:
By telephone
Call 1-800-346-3621
By E-mail Access Dreyfus Institutional Services Division at
www.LIONSALES.com. You can obtain product information
and E-mail requests for information or literature.
By mail Write to:
The Dreyfus Family of Funds
Attn: Institutional Services
144 Glenn Curtiss Boulevard
Uniondale, NY 11556-0144
On the Internet Text-only versions of fund documents can
be viewed online or downloaded from:
http://www.sec.gov
You can also obtain copies by visiting the SEC's Public
Reference Room in Washington, DC (phone 1-800-SEC-0330)
or by sending your request and a duplicating fee to the SEC's
Public Reference Section, Washington, DC 20549-6009.
Copy Rights 1999 Dreyfus Service Corporation 194P0899
DREYFUS INSTITUTIONAL PREFERRED MONEY MARKET FUND
STATEMENT OF ADDITIONAL INFORMATION
AUGUST 1, 1999
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, 1999, 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 one of the following
numbers:
In New York State -- Call 1-718-895-1650
Outside New York State -- Call Toll Free 1-800-346-3621
The Fund's most recent Annual Report and Semi-Annual Report to
Shareholders are separate documents supplied with this Statement of
Additional Information, and the financial statements, accompanying notes and
report of independent auditors appearing in the Annual Report are
incorporated by reference into this Statement of Additional Information.
TABLE OF CONTENTS
Page
Description of the Fund B-2
Management of the Fund B-10
Management Arrangements B-14
How to Buy Shares B-16
How to Redeem Shares B-18
Determination of Net Asset Value B-19
Dividends, Distributions and Taxes B-20
Portfolio Transactions B-21
Yield Information B-21
Information About the Fund B-22
Counsel and Independent Auditors B-23
Appendix B-24
DESCRIPTION OF THE FUND
The Fund is a Massachusetts business trust that was formed and
commenced operations on June 11, 1997. The Fund is an open-end management
investment company, known as a money market mutual fund. The Fund is a
diversified fund, which means that, with respect to 75% of its total assets,
the Fund will not invest more than 5% of its assets in the securities of any
single issuer.
The Dreyfus Corporation (the "Manager") serves as the Fund's investment
adviser.
Premier Mutual Fund Services, Inc. (the "Distributor") is the
distributor of the Fund's shares.
Certain Portfolio Securities
The following information supplements and should be read in conjunction
with the Fund's Prospectus.
U.S. Government Securities. The Fund may invest in securities issued
or guaranteed by the U.S. Government or its agencies or instrumentalities,
which include U.S. Treasury securities, that differ in their interest rates,
maturities and times of issuance. Some obligations issued or guaranteed by
U.S. Government agencies and instrumentalities are supported by the full
faith and credit of the U.S. Treasury; others by the right of the issuer to
borrow from the Treasury; others by discretionary authority of the U.S.
Government to purchase certain obligations of the agency or instrumentality;
and others only by the credit of 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.
Bank Obligations. The Fund may purchase certificates of deposit
("CDs"), time deposits ("TDs"), 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.
CDs are negotiable certificates evidencing the obligation of a bank to
repay funds deposited with it for a specified period of time.
TDs 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.
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 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 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.
Commercial Paper. The Fund may purchase commercial paper consisting of
short-term, unsecured promissory notes issued to finance short-term credit
needs. The commercial paper purchased by the Fund will consist only of
direct obligations issued by domestic and foreign entities. The other
corporate obligations in which the Fund may invest consist of high quality,
U.S. dollar denominated short-term bonds and notes (including variable
amount master demand notes).
Floating and Variable Rate Obligations. The Fund may purchase floating
and variable rate demand notes and bonds, which are obligations ordinarily
having stated maturities in excess of 13 months, but which permit the holder
to demand payment of principal at any time, or at specified intervals not
exceeding 13 months, in each case upon not more than 30 days' notice.
Variable rate demand notes include master demand notes which are obligations
that permit the Fund to invest fluctuating amounts, at varying rates of
interest, pursuant to direct arrangements between the Fund, as lender, and
the borrower. These obligations permit daily changes in the amounts
borrowed. Because these obligations are direct lending arrangements between
the lender and borrower, it is not contemplated that such instruments
generally will be traded, and there generally is no established secondary
market for these obligations, although they are redeemable at face value,
plus accrued interest. Accordingly, where these obligations are not secured
by letters of credit or other credit support arrangements, the Fund's right
to redeem is dependent on the ability of the borrower to pay principal and
interest on demand.
Repurchase Agreements. The Fund may enter into repurchase agreements.
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. The Fund's
custodian will have custody of, and will segregate, 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.
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. 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.
Asset-Backed Securities. The Fund may invest in asset-backed
securities, which 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 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.
Investment Techniques
The following information supplements and should be read in conjunction
with the Fund's Prospectus.
Borrowing Money. The Fund is permitted to borrow to the extent
permitted under the Investment Company Act of 1940, as amended (the "1940
Act"), which permits an investment company to borrow 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) 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, broker/dealers or other financial
institutions. These 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. To the extent the Fund
enters into a reverse repurchase agreement, the Fund will segregate
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.
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. In connection with its
securities lending transactions, the Fund may return to the borrower 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.
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. The Fund will segregate permissible liquid assets at
least equal at all times to the amount of the Fund's purchase 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.
Investments Considerations and Risks
General. The Fund attempts to increase yields by trading to take
advantage of short-term market variations. This policy is expected to
result in high portfolio turnover but should not adversely affect the Fund
since the Fund usually does not pay brokerage commissions when it purchases
short-term obligations. The value of the portfolio securities held by the
Fund will vary inversely to changes in prevailing interest rates. Thus, if
interest rates have increased from the time a security was purchased, such
security, if sold, might be sold at a price less than its cost. Similarly,
if interest rates have declined from the time a security was purchased, such
security, if sold, might be sold at a price greater than its purchase cost.
In either instance, if the security was purchased at face value and held to
maturity, no gain or loss would be realized.
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 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
Manager. 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.
Investment Restrictions
The Fund's investment objective is a fundamental policy, 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. In addition, the Fund
has adopted investment restrictions numbered 1 through 9 as fundamental
policies. 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
The Fund's Board is responsible for the management and supervision of
the Fund. The Board approves all significant agreements between the Fund
and those companies that furnish services to the Fund. These companies are
as follows:
The Dreyfus Corporation Investment Adviser
Premier Mutual Fund Services, Inc. Distributor
Dreyfus Transfer, Inc. Transfer Agent
The Bank of New York Custodian
Board members and officers of the Fund, together with information as to
their principal business occupations during at least the last five years,
are shown below.
Board Members of the Fund
JOSEPH S. DiMARTINO, Chairman of the Board. Since January 1995, Chairman of
the Board of various funds in the Dreyfus Family of Funds. He is also
a director of The Muscular Dystrophy Association, The Noel Group, Inc.,
a venture capital company (for which, from February 1995 until November
1997, he was Chairman of the Board), Career Blazers, Inc. (formerly,
Staffing Resources, Inc.), a temporary placement agency, Health Plan
Services Corporation, a provider of marketing, administrative, and risk
management services to health and other benefit programs, Carlyle
Industries, Inc. (formerly, Belding Heminway, Inc.), a button packager
and distributor, and Century Business Services, Inc. (formerly,
International Alliance Services, Inc.), a provider of various
outsourcing services for small and medium size companies. 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
55 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 65 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 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.
Ms. Benson was a Director of the Grumman Corporation from 1980 to 1994,
and of the General RE Corporation from 1990 to 1998. 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 71 years old and her address is 46 Sunset Avenue, Amherst,
Massachusetts 01002.
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 for the fiscal year ended March 31, 1999, and by all
funds in the Dreyfus Family of Funds for which such person was 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, 1998, was as
follows:
Aggregate Total Compensation
Name of Board Compensation from from Fund and Fund
Member Fund** Complex Paid to Board
Member
Joseph S. DiMartino $2,500 $619,660 (187)
Clifford Alexander $2,000 $180,918 (38)
Lucy Wilson Benson $2,000 $ 77,168 (24)
__________________________________
* Represents the number of separate portfolios comprising the
investment companies in the Fund Complex, including the Fund, for
which the Board member serves.
** Amount does not include reimbursed expenses for attending Board
meetings, which amounted to $467 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 has been employed by Funds
Distributor, Inc. for more than the past five years. She is 42 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
39 years old.
FREDERICK C. DEY, Vice President, Assistant Secretary, and Assistant
Treasurer. Vice President, New Business Development of the Distributor
and Funds Distributor, Inc. since September 1994, and an officer of
other investment companies advised or administered by the Manager. He
is 37 years old.
STEPHANIE D. PIERCE, Vice President, Assistant Secretary and Assistant
Treasurer. 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. From August
1995 to April 1997, she was an Assistant Vice President with Hudson
Valley Bank, and from September 1990 to August 1995, she was Second
Vice President with Chase Manhattan Bank. She is 30 years old.
*JOHN P. COVINO, Vice President and Assistant Treasurer. Vice President and
Treasury Group Manager of Treasury Servicing and Administration of
Funds Distributor, Inc. since December 1998, and an officer of other
investment companies advised or administered by the Manager. From
December 1995 to November 1998, he was employed by Fidelity Investments
where he held several positions in its Institutional Brokerage Group.
Prior to joining Fidelity, he was employed by SunGard Brokerage Systems
where he was responsible for the technology and development of the
accounting product group. He is 35 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. She has
been employed by Funds Distributor, Inc. for more than the past five
years. She is 35 years old.
*GEORGE A. RIO, Vice President and Assistant Treasurer. Executive Vice
President and 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. He is 44 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 37 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. He is 30 years old.
*KAREN JACOPPO-WOOD, Vice President and Assistant Secretary. Vice President
and Senior Counsel of Funds Distributor, Inc. since February 1997, and
an officer of other investment companies advised or administered by the
Manager. From June 1994 to January 1996, she was Manager of SEC
Registration at Scudder, Stevens & Clark, Inc. She is 32 years old.
CHRISTOPHER J. KELLEY, Vice President and Assistant Secretary. Vice
President and Senior Associate General Counsel of 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. He is 34 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 27 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 37
years old.
The address of each officer of the Fund is 200 Park Avenue, New York,
New York 10166, except those officers indicated by an (*), whose address is
60 State Street, Boston, Massachusetts 02109.
The Fund's Board members and officers, as a group, owned less than 1%
of the Fund's outstanding shares as of July 12, 1999.
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
12, 1999: (1) Board of Regents of the University of Texas System PUF
Active Reserve UPFF 2199002, 1 Cabot Road, Medford, MA 02155-5141
(15.55%); (2) University of Texas at Austin UT Austin, P.O. Box 7159,
Austin, TX 78713-7159 (13.09%); (3) Comerica Bank, 201 W. Fort Street,
Detroit, MI 48226-3230 (11.26%); (4) University of Texas System
Administration UT System Administration, 201 W. 7th Street, Austin, TX
78701-2902 (9.53%); (5) University of Texas Medical Branch at Galveston UT
MB Galveston, 301 University Boulevard, Galveston, TX 77555-0907 (8.08%);.
(6) Calhoun & Co., CIF Unit, 411 W. Lafayette Boulevard, Detroit, MI 48226-
3120 (6.96%); (7) Board of Regents of the University of Texas System Long
Term Fund Active Reserve ULTF2061002, 1 Cabot Road, Medford, MA 02155-5141
(6.88%);
MANAGEMENT ARRANGEMENTS
Investment Adviser. The Manager is a wholly-owned subsidiary of Mellon
Bank, N.A., which is a wholly-owned subsidiary of Mellon Bank Corporation
("Mellon"). 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.
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. Shareholders approved the Agreement on May 30, 1997. The
Fund's Board, including a majority of the Board members who are not
"interested persons" of any party to the Agreement, last approved the
Agreement at a meeting held on April 15, 1999. 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:
Christopher M. Condron, Chairman of the Board and Chief Executive Officer;
Stephen E. Canter, President, Chief Operating Officer, Chief Investment
Officer and a director; Lawrence S. Kash, Vice Chairman and a director; J.
David Officer, Vice Chairman and a director; Thomas F. Eggers, Vice Chairman-
- -Institutional and a director; Ronald P. O'Hanley III, Vice Chairman;
William T. Sandalls, Jr., Executive Vice President; Mark N. Jacobs, Vice
President, General Counsel and Secretary; Diane P. Durnin, Vice President--
Product Development; Patrice M. Kozlowski, Vice President--Corporate
Communications; Mary Beth Leibig, Vice President--Human Resources; Andrew S.
Wasser, Vice President--Information Systems; Theodore A. Schachar, Vice
President; Wendy Strutt, Vice President; Richard Terres, Vice President;
William H. Maresca, Controller; James Bitetto, Assistant Secretary; Steven
F. Newman, Assistant Secretary; and Mandell L. Berman, Burton C. Borgelt,
Steven G. Elliot, Martin C. McGuinn, Richard W. Sabo 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 may pay the Distributor for shareholder
services from the Manager's own assets, including past profits but not
including the management fee paid by the Fund. The Distributor may use
part or all of such payments to pay securities dealers, banks or other
financial institutions in respect of these services. The Manager also may
make such advertising and promotional expenditures, using its own
resources, as it from time to time deems appropriate.
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 the Manager's services, the Fund has agreed to
pay the Manager a monthly fee at the annual rate of .10% 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. The management fees paid by the Fund to the
Manager for the period June 11, 1997 (commencement of operations) through
March 31, 1998 and the fiscal year ended March 31, 1999, amounted to
$853,116 and $1,722,571, respectively.
The aggregate of the fees payable to the Manager is not subject to
reduction as the value of the Fund's net assets increases.
Distributor. The Distributor, located at 60 State Street, Boston,
Massachusetts 02109, serves as the Fund's distributor on a best efforts
basis pursuant to an agreement which is renewable annually.
Transfer and Dividend Disbursing Agent and Custodian. Dreyfus
Transfer, Inc. (the "Transfer Agent"), 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 arranges 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 receives 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 (the "Custodian"), 90 Washington Street, New York,
New York 10286, is the Fund's custodian. The Custodian has no part in
determining the investment policies of the Fund or which securities are to
be purchased or sold by the Fund. Under a custody agreement with the Fund,
the Custodian holds the Fund's securities and keeps all necessary accounts
and records.
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. Share 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 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."
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.
Using Federal Funds. 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
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.
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. 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 on the cover of this
Statement of Additional Information to determine whether their automated
facilities are compatible and to receive instructions for redeeming shares
in this manner.
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, and is a fundamental policy of the Fund, which may not be
changed without shareholder approval. 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 sells 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
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%, 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
Management believes that the Fund has qualified for the fiscal year
ended March 31, 1999 as a "regulated investment company" under the Internal
Revenue Code of 1986, as amended (the "Code"). The Fund intends to continue
to so qualify if 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. If the Fund did not qualify as a
regulated investment company, it would be treated for tax purposes as an
ordinary corporation subject to Federal income tax.
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. The Fund's earnings for Saturdays, Sundays and holidays are
declared as dividends on the preceding business day. Dividends usually are
paid on the last calendar day of each month, and automatically are
reinvested in additional Fund shares at net asset value or, at the
investor's option, paid in cash. 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.
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 Code.
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 or other funds advised by the Manager or its affiliates.
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
For the seven-day period ended March 31, 1999, the Fund's yield and
effective yield were 4.92% and 5.04%, 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.
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 MonitorT, IBC's Money Fund ReportT,
Morningstar, Inc. and other industry publications.
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 $55 billion in
money market fund assets, including approximately $38 billion in money
market funds designed for institutional investors.
INFORMATION ABOUT THE FUND
Each Fund share has one vote and, when issued and paid for in
accordance with the terms of the offering, is fully paid and
nonassessable. Fund shares are of one class and have equal rights as to
dividends and in liquidation. Shares have no preemptive, subscription or
conversion rights, and are freely transferable.
The Fund is organized as an unincorporated business trust under the
laws of the Commonwealth of Massachusetts. Under Massachusetts law,
shareholders could, under certain circumstances, be held personally liable
for the obligations of the Fund. However, the Fund's Agreement and
Declaration of Trust ("Trust Agreement") disclaims shareholder liability for
acts or obligations of the Fund and requires that notice of such disclaimer
be given in the agreement, obligation or instrument entered into or executed
by the Fund or a Board member. 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 incurring financial loss on account of a
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 the Fund, 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 a
way so as to avoid, as far as possible, ultimate liability of the
shareholders for liabilities of the Fund.
Unless otherwise required by the 1940 Act, ordinarily it will not be
necessary for the Fund to hold annual meetings of shareholders. As a
result, Fund shareholders may not consider each year the election of Board
members or the appointment of auditors. However, the holders of at least
10% of the shares outstanding and entitled to vote may require the Fund to
hold a special meeting of shareholders for purposes of removing a Board
member from office. Fund shareholders may remove a Board member by the
affirmative vote of two-thirds of the Fund's outstanding voting shares. In
addition, the Board will call a meeting of shareholders for the purpose of
electing Board members if, at any time, less than a majority of the Board
members then holding office have been elected by shareholders.
The Fund will send annual and semi-annual financial statements to all
its shareholders.
COUNSEL AND INDEPENDENT AUDITORS
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 independent auditors of the
Fund.
APPENDIX
Descriptions of the highest commercial paper, bond and other short-
and long-term rating categories assigned by Standard & Poor's Ratings
Group ("S&P"), Moody's Investors Service, Inc. ("Moody's"), Fitch 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 23. Exhibits
(a) 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").
(b) 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.
(d) 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.
(e) 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.
(g) 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.
(i) 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.
(j) Consent of Independent Auditors.
Item 24. Persons Controlled by or under Common Control with Registrant.
______ ____________________________________________________
Not Applicable
Item 25. 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.
<TABLE>
<CAPTION>
ITEM 26. Business and Other Connections of Investment Adviser (continued)
Officers and Directors of Investment Adviser
<S> <C> <C> <C>
Name and Position
With Dreyfus Other Businesses Position Held Dates
Christopher M. Condron Franklin Portfolio Associates, LLC* Director 1/97 - Present
Chairman of the Board and
Chief Executive Officer
TBCAM Holdings, Inc.* Director 10/97 - Present
President 10/97 - 6/98
Chairman 10/97 - 6/98
The Boston Company Director 1/98 - Present
Asset Management, LLC* Chairman 1/98 - 6/98
President 1/98 - 6/98
The Boston Company President 9/95 - 1/98
Asset Management, Inc.* Chairman 4/95 - 1/98
Pareto Partners Partner Representative 11/95 - 5/97
271 Regent Street
London, England W1R 8PP
Franklin Portfolio Holdings, Inc.* Director 1/97 - Present
Certus Asset Advisors Corp.** Director 6/95 -Present
Mellon Capital Management Director 5/95 -Present
Corporation***
Mellon Bond Associates, LLP+ Executive Committee 1/98 - Present
Member
Mellon Bond Associates+ Trustee 5/95 -1/98
Mellon Equity Associates, LLP+ Executive Committee 1/98 - Present
Member
Mellon Equity Associates+ Trustee 5/95 - 1/98
Boston Safe Advisors, Inc.* Director 5/95 - Present
President 5/95 - Present
Mellon Bank, N.A. + Director 1/99 - Present
Chief Operating Officer 3/98 - Present
President 3/98 - Present
Vice Chairman 11/94 - 3/98
Mellon Bank Corporation+ Chief Operating Officer 1/99 - Present
President 1/99 - Present
Director 1/98 - Present
Vice Chairman 11/94 - 1/99
Christopher M. Condron The Boston Company, Inc.* Vice Chairman 1/94 - Present
Chairman and Chief Director 5/93 - Present
Executive Officer
(Continued) Laurel Capital Advisors, LLP+ Exec. Committee 1/98 - 8/98
Member
Laurel Capital Advisors+ Trustee 10/93 - 1/98
Boston Safe Deposit and Trust Director 5/93 -Present
Company*
The Boston Company Financial President 6/89 - Present
Strategies, Inc. * Director 6/89 - Present
Mandell L. Berman Self-Employed Real Estate Consultant, 11/74 - Present
Director 29100 Northwestern Highway Residential Builder and
Suite 370 Private Investor
Southfield, MI 48034
Burton C. Borgelt DeVlieg Bullard, Inc. Director 1/93 - Present
Director 1 Gorham Island
Westport, CT 06880
Mellon Bank Corporation+ Director 6/91 - Present
Mellon Bank, N.A. + Director 6/91 - Present
Dentsply International, Inc. Director 2/81 - Present
570 West College Avenue
York, PA
Quill Corporation Director 3/93 - Present
Lincolnshire, IL
Stephen E. Canter Dreyfus Investment Chairman of the Board 1/97 - Present
President, Chief Operating Advisors, Inc.++ Director 5/95 - Present
Officer, Chief Investment President 5/95 - Present
Officer, and Director
Newton Management Limited Director 2/99 - Present
London, England
Mellon Bond Associates, LLP+ Executive Committee 1/99 - Present
Member
Mellon Equity Associates, LLP+ Executive Committee 1/99 - Present
Member
Franklin Portfolio Associates, LLC* Director 2/99 - Present
Franklin Portfolio Holdings, Inc.* Director 2/99 - Present
The Boston Company Asset Director 2/99 - Present
Management, LLC*
TBCAM Holdings, Inc.* Director 2/99 - Present
Mellon Capital Management Director 1/99 - Present
Corporation***
Stephen E. Canter Founders Asset Management, LLC Member, Board of 12/97 - Present
President, Chief Operating 2930 East Third Ave. Managers
Officer, Chief Investment Denver, CO 80206 Acting Chief Executive 7/98 - 12/98
Officer, and Director Officer
(Continued)
The Dreyfus Trust Company+++ Director 6/ 95 - Present
Thomas F. Eggers Dreyfus Service Corporation++ Executive Vice President 4/96 - Present
Vice Chairman - Institutional Director 9/96 - Present
and Director
Founders Asset Management, LLC Member, Board of 2/99 - Present
2930 East Third Avenue Managers
Denver, CO 80206
Steven G. Elliott Mellon Bank Corporation+ Senior Vice Chairman 1/99 - Present
Director Chief Financial Officer 1/90 - Present
Vice Chairman 6/92 - 1/99
Treasurer 1/90 - 5/98
Mellon Bank, N.A.+ Senior Vice Chairman 3/98 - Present
Vice Chairman 6/92 - 3/98
Chief Financial Officer 1/90 - Present
Mellon EFT Services Corporation Director 10/98 - Present
Mellon Bank Center, 8th Floor
1735 Market Street
Philadelphia, PA 19103
Mellon Financial Services Director 1/96 - Present
Corporation #1 Vice President 1/96 - Present
Mellon Bank Center, 8th Floor
1735 Market Street
Philadelphia, PA 19103
Boston Group Holdings, Inc.* Vice President 5/93 - Present
APT Holdings Corporation Treasurer 12/87 - Present
Pike Creek Operations Center
4500 New Linden Hill Road
Wilmington, DE 19808
Allomon Corporation Director 12/87 - Present
Two Mellon Bank Center
Pittsburgh, PA 15259
Collection Services Corporation Controller 10/90 - 2/99
500 Grant Street Director 9/88 - 2/99
Pittsburgh, PA 15258 Vice President 9/88 - 2/99
Treasurer 9/88 - 2/99
Mellon Financial Company+ Principal Exec. Officer 1/88 - Present
Chief Financial Officer 8/87 - Present
Director 8/87 - Present
President 8/87 - Present
Mellon Overseas Investments Director 4/88 - Present
Corporation+ Chairman 7/89 - 11/97
President 4/88 - 11/97
Chief Executive Officer 4/88 - 11/97
Mellon International Investment Director 9/89 - 8/97
Corporation+
Steven G. Elliott Mellon Financial Services Treasurer 12/87 - Present
Director (Continued) Corporation # 5+
Mellon Financial Markets, Inc.+ Director 1/99 - Present
Mellon Financial Services Director 1/99 - Present
Corporation #17
Fort Lee, NJ
Mellon Mortgage Company Director 1/99 - Present
Houston, TX
Mellon Ventures, Inc. + Director 1/99 - Present
Lawrence S. Kash Dreyfus Investment Director 4/97 - Present
Vice Chairman Advisors, Inc.++
And Director
Dreyfus Brokerage Services, Inc. Chairman 11/97 - Present
401 North Maple Ave. Chief Executive Officer 11/97 - Present
Beverly Hills, CA
Dreyfus Service Corporation++ Director 1/95 - 2/99
President 9/96 - 3/99
Dreyfus Precious Metals, Inc.++ + Director 3/96 - 12/98
President 10/96 - 12/98
Dreyfus Service Director 12/94 - Present
Organization, Inc.++ President 1/97 - Present
Seven Six Seven Agency, Inc. ++ Director 1/97 - Present
Dreyfus Insurance Agency of Chairman 5/97 - Present
Massachusetts, Inc.++++ President 5/97 - Present
Director 5/97 - Present
The Dreyfus Trust Company+++ Chairman 1/97 - 1/99
President 2/97 - 1/99
Chief Executive Officer 2/97 - 1/99
Director 12/94 - Present
The Dreyfus Consumer Credit Chairman 5/97 - Present
Corporation++ President 5/97 - Present
Director 12/94 - Present
Founders Asset Management, LLC Member, Board of 12/97 - Present
2930 East Third Avenue Managers
Denver, CO. 80206
The Boston Company Advisors, Chairman 12/95 - Present
Inc. Chief Executive Officer 12/95 - Present
Wilmington, DE President 12/95 - Present
The Boston Company, Inc.* Director 5/93 - Present
President 5/93 - Present
Mellon Bank, N.A.+ Executive Vice President 6/92 - Present
Laurel Capital Advisors, LLP+ Chairman 1/98 - 8/98
Executive Committee 1/98 - 8/98
Member
Chief Executive Officer 1/98 - 8/98
President 1/98 - 8/98
Lawrence S. Kash Laurel Capital Advisors, Inc. + Trustee 12/91 - 1/98
Vice Chairman Chairman 9/93 - 1/98
And Director (Continued) President and CEO 12/91 - 1/98
Boston Group Holdings, Inc.* Director 5/93 - Present
President 5/93 - Present
Martin G. McGuinn Mellon Bank Corporation+ Chairman 1/99 - Present
Director Chief Executive Officer 1/99 - Present
Director 1/98 - Present
Vice Chairman 1/90 - 1/99
Mellon Bank, N. A. + Chairman 3/98 - Present
Chief Executive Officer 3/98 - Present
Director 1/98 - Present
Vice Chairman 1/90 - 3/98
Mellon Leasing Corporation+ Vice Chairman 12/96 - Present
Mellon Bank (DE) National Director 4/89 - 12/98
Association
Wilmington, DE
Mellon Bank (MD) National Director 1/96 - 4/98
Association
Rockville, Maryland
Mellon Financial Vice President 9/86 - 10/97
Corporation (MD)
Rockville, Maryland
J. David Officer Dreyfus Service Corporation++ Executive Vice President 5/98 - Present
Vice Chairman Director 3/99 - Present
And Director
Dreyfus Insurance Agency of Director 5/98 - Present
Massachusetts, Inc.++++
Seven Six Seven Agency, Inc.++ Director 10/98 - Present
Mellon Residential Funding Corp. + Director 4/97 - Present
Mellon Trust of Florida, N.A. Director 8/97 - Present
2875 Northeast 191st Street
North Miami Beach, FL 33180
Mellon Bank, NA+ Executive Vice President 7/96 - Present
The Boston Company, Inc.* Vice Chairman 1/97 - Present
Director 7/96 - Present
Mellon Preferred Capital Director 11/96 - Present
Corporation*
RECO, Inc.* President 11/96 - Present
Director 11/96 - Present
The Boston Company Financial President 8/96 - Present
Services, Inc.* Director 8/96 - Present
Boston Safe Deposit and Trust Director 7/96 - Present
Company* President 7/96 - 1/99
J. David Officer Mellon Trust of New York Director 6/96 - Present
Vice Chairman and 1301 Avenue of the Americas
Director (Continued) New York, NY 10019
Mellon Trust of California Director 6/96 - Present
400 South Hope Street
Suite 400
Los Angeles, CA 90071
Mellon Bank, N.A.+ Executive Vice President 2/94 - Present
Mellon United National Bank Director 3/98 - Present
1399 SW 1st Ave., Suite 400
Miami, Florida
Boston Group Holdings, Inc.* Director 12/97 - Present
Dreyfus Financial Services Corp. + Director 9/96 - Present
Dreyfus Investment Services Director 4/96 - Present
Corporation+
Richard W. Sabo Founders Asset Management LLC President 12/98 - Present
Director 2930 East Third Avenue Chief Executive Officer 12/98 - Present
Denver, CO. 80206
Prudential Securities Senior Vice President 07/91 - 11/98
New York, NY Regional Director 07/91 - 11/98
Richard F. Syron American Stock Exchange Chairman 4/94 - Present
Director 86 Trinity Place Chief Executive Officer 4/94 - Present
New York, NY 10006
Ronald P. O'Hanley Franklin Portfolio Holdings, Inc.* Director 3/97 - Present
Vice Chairman
TBCAM Holdings, Inc.* Chairman 6/98 - Present
Director 10/97 - Present
The Boston Company Asset Chairman 6/98 - Present
Management, LLC* Director 1/98 - 6/98
The Boston Company Asset Director 2/97 - 12/97
Management, Inc. *
Boston Safe Advisors, Inc.* Chairman 6/97 - Present
Director 2/97 - Present
Pareto Partners Partner Representative 5/97 - Present
271 Regent Street
London, England W1R 8PP
Mellon Capital Management Director 5/97 -Present
Corporation***
Certus Asset Advisors Corp.** Director 2/97 - Present
Mellon Bond Associates+ Trustee 2/97 - Present
Chairman 2/97 - Present
Mellon Equity Associates+ Trustee 2/97 - Present
Chairman 2/97 - Present
Mellon-France Corporation+ Director 3/97 - Present
Ronald P. O'Hanley Laurel Capital Advisors+ Trustee 3/97 - Present
Vice Chairman (Continued)
Mark N. Jacobs Dreyfus Investment Director 4/97 - Present
General Counsel, Advisors, Inc.++ Secretary 10/77 - 7/98
Vice President, and
Secretary The Dreyfus Trust Company+++ Director 3/96 - Present
The TruePenny Corporation++ President 10/98 - Present
Director 3/96 - Present
Dreyfus Service Director 3/97 - Present
Organization, Inc.++
William H. Maresca The Dreyfus Trust Company+++ Director 3/97 - Present
Controller
Dreyfus Service Corporation++ Chief Financial Officer 12/98 - Present
Dreyfus Consumer Credit Corp. ++ Treasurer 10/98 -Present
Dreyfus Investment Treasurer 10/98 - Present
Advisors, Inc. ++
Dreyfus-Lincoln, Inc. Vice President 10/98 - Present
4500 New Linden Hill Road
Wilmington, DE 19808
The TruePenny Corporation++ Vice President 10/98 - Present
Dreyfus Precious Metals, Inc. +++ Treasurer 10/98 - 12/98
The Trotwood Corporation++ Vice President 10/98 - Present
Trotwood Hunters Corporation++ Vice President 10/98 - Present
Trotwood Hunters Site A Corp. ++ Vice President 10/98 - Present
Dreyfus Transfer, Inc. Chief Financial Officer 5/98 - Present
One American Express Plaza,
Providence, RI 02903
Dreyfus Service Assistant Treasurer 3/93 - Present
Organization, Inc.++
Dreyfus Insurance Agency of Assistant Treasurer 5/98 - Present
Massachusetts, Inc.++++
William T. Sandalls, Jr. Dreyfus Transfer, Inc. Chairman 2/97 - Present
Executive Vice President One American Express Plaza,
Providence, RI 02903
Dreyfus Service Corporation++ Director 1/96 - Present
Executive Vice President 2/97 - Present
Chief Financial Officer 2/97-12/98
Dreyfus Investment Director 1/96 - Present
Advisors, Inc.++ Treasurer 1/96 - 10/98
William T. Sandalls, Jr. Dreyfus-Lincoln, Inc. Director 12/96 - Present
Executive Vice President 4500 New Linden Hill Road President 1/97 - Present
(Continued) Wilmington, DE 19808
Seven Six Seven Agency, Inc.++ Director 1/96 - 10/98
Treasurer 10/96 - 10/98
The Dreyfus Consumer Director 1/96 - Present
Credit Corp.++ Vice President 1/96 - Present
Treasurer 1/97 - 10/98
Dreyfus Partnership President 1/97 - 6/97
Management, Inc.++ Director 1/96 - 6/97
Dreyfus Service Organization, Director 1/96 - 6/97
Inc.++ Executive Vice President 1/96 - 6/97
Treasurer 10/96- Present
Dreyfus Insurance Agency of Director 5/97 - Present
Massachusetts, Inc.++++ Treasurer 5/97- Present
Executive Vice President 5/97 - Present
Diane P. Durnin Dreyfus Service Corporation++ Senior Vice President - 5/95 - 3/99
Vice President - Product Marketing and Advertising
Development Division
Patrice M. Kozlowski None
Vice President - Corporate
Communications
Mary Beth Leibig None
Vice President -
Human Resources
Theodore A. Schachar Dreyfus Service Corporation++ Vice President -Tax 10/96 - Present
Vice President - Tax
Dreyfus Investment Advisors, Inc.++ Vice President - Tax 10/96 - Present
Dreyfus Precious Metals, Inc. +++ Vice President - Tax 10/96 - 12/98
Dreyfus Service Organization, Inc.++ Vice President - Tax 10/96 - Present
Wendy Strutt None
Vice President
Richard Terres None
Vice President
Andrew S. Wasser Mellon Bank Corporation+ Vice President 1/95 - Present
Vice-President -
Information Systems
James Bitetto The TruePenny Corporation++ Secretary 9/98 - Present
Assistant Secretary
Dreyfus Service Corporation++ Assistant Secretary 8/98 - Present
Dreyfus Investment Assistant Secretary 7/98 - Present
Advisors, Inc.++
Dreyfus Service Assistant Secretary 7/98 - Present
Organization, Inc.++
Steven F. Newman Dreyfus Transfer, Inc. Vice President 2/97 - Present
Assistant Secretary One American Express Plaza Director 2/97 - Present
Providence, RI 02903 Secretary 2/97 - Present
Dreyfus Service Secretary 7/98 - Present
Organization, Inc.++ Assistant Secretary 5/98 - 7/98
_______________________________
* The address of the business so indicated is One Boston Place, Boston, Massachusetts, 02108.
** The address of the business so indicated is One Bush Street, Suite 450, San Francisco, California 94104.
*** The address of the business so indicated is 595 Market Street, Suite 3000, San Francisco, California 94105.
+ The address of the business so indicated is One Mellon Bank Center, Pittsburgh, Pennsylvania 15258.
++ The address of the business so indicated is 200 Park Avenue, New York, New York 10166.
+++ 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 53 State Street, Boston, Massachusetts 02109.
</TABLE>
Item 27. 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 Debt and Equity 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 U.S. Treasury Intermediate Term Fund
60) Dreyfus U.S. Treasury Long Term Fund
61) Dreyfus 100% U.S. Treasury Money Market Fund
62) Dreyfus 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 Municipal Bond Fund
71) Dreyfus Premier New York Municipal Bond Fund
72) Dreyfus Premier State Municipal Bond Fund
73) Dreyfus Premier Value Equity Funds
74) Dreyfus Short-Intermediate Government Fund
75) Dreyfus Short-Intermediate Municipal Bond Fund
76) The Dreyfus Socially Responsible Growth Fund, Inc.
77) Dreyfus Stock Index Fund, Inc.
78) Dreyfus Tax Exempt Cash Management
79) The Dreyfus Third Century Fund, Inc.
80) Dreyfus Treasury Cash Management
81) Dreyfus Treasury Prime Cash Management
82) Dreyfus Variable Investment Fund
83) Dreyfus Worldwide Dollar Money Market Fund, Inc.
84) Founders Funds, 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 Funds, Inc.
91) General New York Municipal Bond Fund, Inc.
92) General New York Municipal Money Market Fund
Item 28. 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 29. Management Services
_______ ___________________
Not Applicable
Item 30. Undertakings
_______ ____________
None
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 28th day of July, 1999.
DREYFUS INSTIUTITIONAL 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 07/28/99
______________________________ Financial, and Accounting Officer)
Marie E. Connolly
/s/Joseph S. DiMartino* Chairman of the Board 07/28/99
_____________________________
Joseph S. DiMartino
/s/Clifford L. Alexander, Jr.* Board Member 07/28/99
______________________________
Clifford L. Alexander, Jr.
/s/Lucy Wilson Benson* Board Member 07/28/99
_____________________________
Lucy Wilson Benson
*BY: /s/Stephanie Pierce
___________________
Stephanie Pierce,
Attorney-in-Fact
EXHIBIT INDEX
(j) Consent of Independent Auditors
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Financial
Highlights" and "Counsel and Independent Auditors" and to the use of
our report dated April 26, 1999, 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 26, 1999
