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. 6 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 6 [X]
(Check appropriate box or boxes.)
DREYFUS INSTITUIONAL PREFERRED MONEY MARKET FUNDS
(Formerly, 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)
----
on (DATE) pursuant to paragraph (b)
----
60 days after filing pursuant to paragraph (a)(1)
----
on (DATE) pursuant to paragraph (a)(1)
----
X 75 days after filing pursuant to paragraph (a)(2)
----
on (DATE) pursuant to paragraph (a)(2) of Rule 485
----
If appropriate, check the following box:
this post-effective amendment designates a new effective date
for a previously filed post-effective amendment.
----
SUBJECT TO COMPLETION, DATED August 2, 2000
Dreyfus Institutional Preferred Money Market Funds
Dreyfus Institutional Preferred Money Market Fund
Dreyfus Institutional Preferred Plus Money Market Fund
Investing in high quality, short-term securities for current income, safety of
principal and liquidity
COMBINED PROSPECTUS _________, 2000
The information in this prospectus is not complete and may be changed. These
securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.
(reg.tm)
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.
<PAGE>
The Funds
Contents
The Funds
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Introduction 1
Dreyfus Institutional Preferred
Money Market Fund 2
Dreyfus Institutional Preferred Plus
Money Market Fund 4
Management 6
Financial Highlights 7
Account Information
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Account Policies 8
Distributions and Taxes 10
Services for Fund Investors 10
Instructions for Accounts 11
For More Information
--------------------------------------------------------------------------------
SEE BACK COVER.
THE FUNDS ARE DESIGNED FOR INSTITUTIONAL INVESTORS. SHARES OF THE FUNDS MAY NOT
BE PURCHASED DIRECTLY BY INDIVIDUALS. SEE "ACCOUNT POLICIES" FOR MORE
INFORMATION.
Introduction
Each fund is a money market mutual fund with a separate investment portfolio.
The operations and results of one fund are unrelated to those of the other fund.
This combined prospectus has been prepared for the convenience of investors so
that investors can consider two investment choices in one document.
As a money market fund, each fund is subject to maturity, quality and
diversification requirements designed to help it maintain a stable share price.
Generally, each 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. Each fund intends to purchase securities
with the highest credit rating only, or the unrated equivalent.
An investment in a fund is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency. Although each fund seeks
to preserve the value of a shareholder's investment at $1.00 per share, it is
possible to lose money by investing in a fund.
Concepts to understand
MONEY MARKET FUND: a specific type of fund that seeks to maintain a $1.00 price
per share. Money market funds are subject to strict federal requirements and
must:
(pound) maintain an average dollar-weighted portfolio maturity of 90 days or
less
(pound) buy individual securities that have remaining maturities of 13 months or
less
(pound) invest only in high quality, dollar-denominated obligations
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.
The Funds
<PAGE>
Dreyfus Institutional Preferred Money Market Fund
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. To pursue this goal,
the fund invests in a diversified portfolio of high quality, short-term debt
securities, including:
(pound) securities issued or guaranteed by the U.S. government or its agencies
or instrumentalities
(pound) certificates of deposit, time deposits, bankers' acceptances and other
short-term securities issued by domestic or foreign banks or their
subsidiaries or branches
(pound) repurchase agreements
(pound) domestic and dollar-denominated foreign commercial paper and other
short-term corporate obligations, including those with floating or
variable rates of interest
(pound) asset-backed securities
Normally, the fund invests at least 25% of its total assets in bank obligations
MAIN RISKS
The fund's yield will fluctuate, as market conditions and interest rates change,
and as the short-term securities in its portfolio mature and the proceeds are
reinvested in securities with different interest rates.
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:
(pound) interest rates could rise sharply, causing the value of the fund's
securities, and share price, to drop
(pound) any of the fund's holdings could have its credit rating downgraded or
could default
(pound) 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
(pound) 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
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.
<PAGE>
PAST PERFORMANCE
The bar chart and table below show some of the risks of investing in the fund.
The bar chart shows the changes in the fund's performance from year to year. The
table shows the fund's average annual total return over time. Of course, past
performance is no guarantee of future results.
--------------------------------------------------------------------------------
Year-by-year total return AS OF 12/31 EACH YEAR (%)
5.64 5.25
90 91 92 93 94 95 96 97 98 99
BEST QUARTER: Q3 '98 +1.41%
WORST QUARTER: Q2 '99 +1.22%
THE FUND'S YEAR-TO-DATE TOTAL RETURN AS OF 9/30/00 WAS ___%.
--------------------------------------------------------------------------------
Average annual total return AS OF 12/31/99
Since
inception
1 Year (6/11/97)
--------------------------------------------------------------------------------
5.25% 5.52%
For the fund's current yield, call toll-free 1-800-346-3621.
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%
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Expense example
1 Year 3 Years 5 Years 10 Years
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
$10 $32 $56 $128
</TABLE>
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 the shares at the end
of a period or kept them. Because actual return and expenses will be different,
the example is for comparison only.
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.
Concepts to understand
MANAGEMENT FEE: the fee paid to Dreyfus 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.
Dreyfus Institutional Preferred Money Market Fund
<PAGE>
Dreyfus Institutional Preferred Plus Money Market Fund
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. To pursue this goal,
the fund invests in a diversified portfolio of high quality, short-term debt
securities, including:
(pound) securities issued or guaranteed by the U.S. government or its agencies
or instrumentalities
(pound) certificates of deposit, time deposits, bankers' acceptances and other
short-term securities issued by domestic or foreign banks or their
subsidiaries or branches
(pound) repurchase agreements
(pound) domestic and dollar-denominated foreign commercial paper and other
short-term corporate obligations, including those with floating or
variable rates of interest
(pound) dollar-denominated obligations issued or guaranteed by one or more
foreign governments or any of their political subdivisions or agencies
(pound) asset-backed securities
Normally, the fund invests at least 25% of its net assets in bank obligations.
MAIN RISKS
The fund's yield will fluctuate, as market conditions and interest rates change,
and as the short-term securities in its portfolio mature and the proceeds are
reinvested in securities with different interest rates.
While the fund intends to maintain a constant share price, the following factors
could reduce the fund's income level and/or share price:
(pound) interest rates could rise sharply, causing the fund's share price to
drop
(pound) any of the fund's holdings could have its credit rating downgraded or
could default
(pound) 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
(pound) 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
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.
<PAGE>
PAST PERFORMANCE
As a new fund, past performance information is not available for the fund as of
the date of this prospectus.
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
--------------------------------------------------------------------------------
$10 $32
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 the shares at the end
of a period or kept them. Because actual return and expenses will be different,
the example is for comparison only.
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.
Concepts to understand
MANAGEMENT FEE: the fee paid to Dreyfus 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.
Dreyfus Institutional Preferred Plus Money Market Fund
<PAGE>
MANAGEMENT
The investment adviser for each fund is The Dreyfus Corporation, 200 Park
Avenue, New York, New York 10166. Founded in 1947, Dreyfus manages more than
$129 billion in over 160 mutual fund portfolios. For the past fiscal year,
Dreyfus Institutional Preferred Money Market Fund paid Dreyfus a management fee
at the annual rate of 0.10% of the fund's average daily net assets. Dreyfus
Institutional Preferred Plus Money Market Fund has agreed to pay Dreyfus an
annual management fee of 0.10% of the fund's average daily net assets. Dreyfus
is the primary mutual fund business of Mellon Financial Corporation, a global
financial services company with approximately $2.5 trillion of assets under
management, administration or custody, including approximately $485 billion
under management. Mellon provides wealth management, global investment services
and a comprehensive array of banking services to individuals, businesses and
institutions. Mellon is headquartered in Pittsburgh, Pennsylvania.
The funds, Dreyfus and Dreyfus Service Corporation (each fund's distributor)
each have adopted a code of ethics that permits its personnel, subject to such
code, to invest in securities, including securities that may be purchased or
held by each fund. The Dreyfus code of ethics restricts the personal securities
transactions of its employees, and requires portfolio managers and other
investment personnel to comply with the code's preclearance and disclosure
procedures. Its primary purpose is to ensure that personal trading by Dreyfus
employees does not disadvantage any Dreyfus-managed fund.
<PAGE>
FINANCIAL HIGHLIGHTS
The following table describes Dreyfus Institutional Preferred Money Market
Fund's performance for the fiscal periods indicated. "Total return" shows how
much an investment in the fund would have increased (or decreased) during each
period, assuming reinvestment of all dividends and distributions. These figures
have been independently audited by ________________, whose report, along with
the fund's financial statements, is included in the annual report. No financial
information is provided for Dreyfus Institutional Preferred Plus Money Market
Fund, which had not commenced operations as of the date of this prospectus.
YEAR ENDED MARCH 31,
<TABLE>
<CAPTION>
DREYFUS INSTITUTIONAL PREFERRED MONEY MARKET FUND 2000 1999 1998(1)
---------------------------------------------------------------------------------------------------------------------------------
PER-SHARE DATA ($)
<S> <C> <C> <C>
Net asset value, beginning of period 1.00 1.00 1.00
Investment operations: Investment income -- net .054 .053 .046
Distributions: Dividends from investment income -- net (.054) (.053) (.046)
Net asset value, end of period 1.00 1.00 1.00
Total return (%) 5.48 5.48 5.76(2)
---------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Ratio of expenses to average net assets (%) .10 .10 .10(2)
Ratio of net investment income to average net assets (%) 5.43 5.31 5.64(2)
---------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ x 1,000) 4,430,839 1,999,406 1,496,626
(1) FROM JUNE 11, 1997 (COMMENCEMENT OF OPERATIONS) TO MARCH 31, 1998.
(2) ANNUALIZED.
</TABLE>
Financial Highlights
<PAGE>
Account Information
ACCOUNT POLICIES
Each 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 funds as a commercial sweep
account, or to individuals.
Buying shares
Investors pay no sales charges to invest in these funds. 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.
For each fund, all times are Eastern time.
Each 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: (a) the investor has
invested at least $1 billion in one fund, in which case there would be no
minimum initial investment amount for the other fund; or (b) the investor has,
in the opinion of Dreyfus Institutional Services Division, adequate intent and
availability of assets to reach a future aggregate level of investment of $1
billion in the funds.
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.
<PAGE>
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.
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.
Each fund reserves the right to:
(pound) refuse any purchase request or exchange request that could adversely
affect the fund or its operations
(pound) change or discontinue its exchange privilege, or temporarily suspend
this privilege during unusual market conditions
(pound) change its minimum investment amounts
(pound) 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)
Each 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).
Account Information
<PAGE>
DISTRIBUTIONS AND TAXES
Each 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. Each fund distributes any net
capital gains it has realized once a year. Dividends and distributions will be
reinvested in 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.
SERVICES FOR FUND INVESTORS
Exchange privilege
An investor may purchase, in exchange for shares of one fund, shares of the
other fund. An exchange may be requested in writing or by telephone. Any new
account established through an exchange will have the same privileges as the
original account (as long as they are available). There is currently no fee for
exchanges.
Dreyfus Auto-Exchange privilege
Dreyfus Auto-Exchange privilege enables an investor to invest regularly (on a
monthly, semi-monthly, quarterly or annual basis), in exchange for shares of one
fund, in shares of the other fund, if the investor is a shareholder in such
other fund. There is currently no fee for this privilege.
<PAGE>
INSTRUCTIONS FOR ACCOUNTS
TO OPEN AN ACCOUNT
By Telephone
WIRE Transmit your investment to
The Bank of New York, with these instructions:
* ABA# 021000018
* the fund name, DDA# and fund number shown below
Dreyfus Institutional Preferred
Money Market Fund
* DDA# 8900312815
* fund number: 194
Dreyfus Institutional Preferred Plus
Money Market Fund
* DDA# ______________
* fund number: _____________
* 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.
TO ADD TO AN ACCOUNT
WIRE Transmit your investment to The Bank of New York, with these instructions
* ABA# 021000018
* the fund name, DDA# and fund number shown below
Dreyfus Institutional Preferred Money Market Fund
* DDA# 8900312815
* fund number: 194
Dreyfus Institutional Preferred Plus Money Market Fund
* DDA# ______________
* fund number: _____________
* account number
* account registration
* dealer code (if applicable)
Attn: Lion System
Via Computer Facilities
Access Lion Remote System, input new account data and retrieve account number
for your records.
Access Lion Remote System. Enter: * account number * fund number
* 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
* 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 Policies
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<PAGE>
For More Information
Dreyfus Institutional Preferred Money Market Fund
Dreyfus Institutional Preferred Plus Money Market Fund
Each a series of Dreyfus Institutional Preferred Money Market Funds
-------------------------------------
SEC file number: 811-8211
More information on each fund is available free upon request, including the
following:
Annual/Semiannual Report
Describes the fund's performance and lists its portfolio holdings. As a new
fund, Dreyfus Institutional Preferred Plus Money Market Fund does not yet have
an annual or semiannual report as of the date of this prospectus.
Statement of Additional Information (SAI)
Provides more details about each 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.
Investors 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 certain fund documents can be viewed
online or downloaded from: http://www.sec.gov
Investors can also obtain copies by visiting the SEC's Public Reference Room in
Washington, DC (for information, call 1-202-942-8090) or, after paying a
duplicating fee, by E-mail request to [email protected], or by writing to the
SEC's Public Reference Section, Washington, DC 20549-0102.
(c) 2000 Dreyfus Service Corporation
xxxxP0800
<PAGE>
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DREYFUS INSTITUTIONAL PREFERRED MONEY MARKET FUNDS
DREYFUS INSTITUTIONAL PREFERRED MONEY MARKET FUND
DREYFUS INSTITUTIONAL PREFERRED PLUS MONEY MARKET FUND
STATEMENT OF ADDITIONAL INFORMATION
____________, 2000
-------------------------------------------------------------------------------
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 and Dreyfus Institutional
Preferred Plus Money Market Fund (each, a "Fund" and collectively, the "Funds")
of Dreyfus Institutional Preferred Money Market Funds (the "Company"), dated
___________, 2000, as it may be revised from time to time. To obtain a copy of
the Funds' Prospectus, please write to the Company 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 most recent Annual Report and Semi-Annual Report to Shareholders
of each Fund 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. As of the date of this
Statement of Additional Information, Dreyfus Institutional Preferred Plus Money
Market Fund had not commenced operations and, thus, no Annual or Semi-Annual
Report is available for that Fund.
TABLE OF CONTENTS
PAGE
Description of the Company and the Funds...................................B-2
Management of the Company..................................................B-9
Management Arrangements...................................................B-12
How to Buy Shares.........................................................B-15
How to Redeem Shares......................................................B-16
Determination of Net Asset Value..........................................B-17
Shareholder Services......................................................B-18
Dividends, Distributions and Taxes........................................B-19
Portfolio Transactions....................................................B-19
Yield Information.........................................................B-20
Information About the Company and the Funds...............................B-21
Counsel and Independent Auditors..........................................B-22
Appendix..................................................................B-23
DESCRIPTION OF THE COMPANY AND THE FUNDS
The Company is a Massachusetts business trust that was formed and
commenced operations on June 11, 1997. Prior to ________, 2000, the Company's
name was Dreyfus Institutional Preferred Money Market Fund. Each Fund is a
separate portfolio of the Company, an open-end management investment company,
known as a money market mutual fund. Each Fund is a diversified fund, which
means that, with respect to 75% of the Fund's 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 each Fund's
investment adviser.
Dreyfus Service Corporation (the "Distributor") is the distributor of
each Fund's shares.
CERTAIN PORTFOLIO SECURITIES
The following information supplements and should be read in
conjunction with the Funds' Prospectus.
U.S. GOVERNMENT SECURITIES. (All Funds) Each 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.
FOREIGN GOVERNMENT OBLIGATIONS; SECURITIES OF SUPRANATIONAL ENTITIES.
(Dreyfus Institutional Preferred Plus Money Market Fund only) The Fund may
invest in obligations issued or guaranteed by one or more foreign governments or
any of their political subdivisions, agencies or instrumentalities that are
determined by the Manager to be of comparable quality to the other obligations
in which the Fund may invest. Such securities also include debt obligations of
supranational entities. Supranational Entities include organizations designated
or supported by governmental entities to promote economic reconstruction or
development and international banking institutions and related government
agencies. Examples include the International Bank for Reconstruction and
Development (the World Bank), the European Coal and Steel Community, the Asian
Development Bank and the InterAmerican Development Bank.
BANK OBLIGATIONS. (All Funds) Each 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 a
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.
Each 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. (All Funds) Each 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 Funds will
consist only of direct obligations issued by domestic and foreign entities. The
other corporate obligations in which each 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. (All Funds) Each 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. (All Funds) Each 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 Funds' custodian will have
custody of, and will segregate, securities acquired by a Fund under a repurchase
agreement. Repurchase agreements are considered by the staff of the Securities
and Exchange Commission to be loans by the Fund that enters into them.
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,
each 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. (All Funds) Each 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. (All Funds) Each 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 Funds' Prospectus.
BORROWING MONEY. (All Funds) Each 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 it enters into reverse repurchase
agreements described below, each 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 a Fund's
total assets, the Fund will not make any additional investments. In addition,
each Fund may borrow for investment purposes on a secured basis through entering
into reverse repurchase agreements, as described below.
REVERSE REPURCHASE AGREEMENTS. (All Funds) Each 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 a 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. (All Funds) Each 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, a 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. (All Funds) Each 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. A 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. (All Funds) Each 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 Funds
since the Funds usually do not pay brokerage commissions when purchasing
short-term obligations. The value of the portfolio securities held by a 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. (All Funds) To the extent a 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. Each 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. (All Funds) Since a 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. (All Funds) Investment decisions for each
Fund are made independently from those of the other Fund and other investment
companies advised by the Manager. If, however, such other Fund or 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. In some cases, this procedure may adversely affect the size of the
position obtained for or disposed of by a Fund or the price paid or received by
a Fund.
INVESTMENT RESTRICTIONS
Each 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, each 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,
as to a Fund, by vote of a majority of the Company's Board members at any time.
Neither Fund may:
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
Company'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 COMPANY
The Company's Board is responsible for the management and supervision
of each Fund. The Board approves all significant agreements with those companies
that furnish services to the Funds. These companies are as follows:
The Dreyfus Corporation............................Investment Adviser
Dreyfus Service Corporation........................Distributor
Dreyfus Transfer, Inc..............................Transfer Agent
The Bank of New York...............................Custodian
Board members and officers of the Company, together with information
as to their principal business occupations during at least the last five years,
are shown below.
BOARD MEMBERS OF THE COMPANY
JOSEPH S. DiMARTINO, CHAIRMAN OF THE BOARD. Since January 1995, Chairman of the
Board of various funds in the Dreyfus Family of Funds. He also is a
director of The Muscular Dystrophy Association, HealthPlan Services
Corporation, a provider of marketing, administrative and risk management
services to health and other benefit programs, Carlyle Industries, Inc.
(formerly, Belding Heminway Company, Inc.), a button packager and
distributor, Century Business Services, Inc. (formerly, International
Alliance Services, Inc.), a provider of various outsourcing functions for
small and medium sized companies, and QuikCAT.com, Inc., a private company
engaged in the development of high speed movement, routing, storage and
encryption of data across cable, wireless and other modes of data
transport. 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 the Distributor.
From August 1994 until December 31, 1994, he was a director of Mellon
Financial Corporation. He is 57 years old and his address is 200 Park
Avenue, New York, New York 10166.
CLIFFORD L. ALEXANDER, JR., BOARD MEMBER. Chairman of the Board and Chief
Executive Officer of The Dun and Bradstreet Corporation and 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, IMS
Health, a service provider of marketing information and information
technology. MCI WorldCom and Mutual of America Life Insurance Company. He
is 66 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 The International Executive Service Corporation. 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 of the Atlantic Council of the U.S. and a
member of the Council on Foreign Relations. From 1980 to 1994, Mrs. Benson
was a director of The Grumman Corporation, from 1990 to 1998, she was a
director of General RE Corporation, and from 1987 to 1999, she was a
director of Logistics Management Institute. 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 72 years old and her
address is 46 Sunset Avenue, Amherst, Massachusetts 01002.
The Company typically pays its Board members its allocated portion of
an annual retainer of $25,000 and a fee of $4,000 per meeting ($500 per
telephone meeting) attended for the Company and four other funds in the Dreyfus
Family of Funds, and reimburses them for their expenses. The Chairman of the
Board receives an additional 25% of such compensation. Emeritus Board members,
if any, are entitled to receive an annual retainer and a per meeting fee of
one-half the amount paid to them as Board members. The aggregate compensation
paid to each Board member by the Company for the fiscal year ended March 31,
2000, 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,
1999, was as follows:
<TABLE>
<CAPTION>
AGGREGATE TOTAL COMPENSATION
NAME OF BOARD COMPENSATION FROM FROM COMPANY AND FUND
MEMBER COMPANY** COMPLEX PAID TO BOARD MEMBER
---------------------- ------------------- ----------------------------
<S> <C> <C> <C>
Joseph S. DiMartino $2,813 $642,177 (189)
Clifford Alexander $2,250 $ 85,378 (43)
Lucy Wilson Benson $2,250 $ 76,500 (29)
----------------------------------
* Represents the number of separate portfolios comprising the investment
companies in the Fund Complex, including the Funds, for which the Board
member serves.
** Amount does not include reimbursed expenses for attending Board meetings,
which amounted to $548 for all Board members as a group. The Manager
reimbursed the Company for the aggregate compensation and reimbursed
expenses paid to each Board member by the Company.
</TABLE>
OFFICERS OF THE COMPANY
STEPHEN E. CANTER, PRESIDENT. President, Chief Operating Officer, Chief
Investment Officer and a director of the Manager, and an officer of other
investment companies advised and administered by the Manager. Mr. Canter
also is a Director or an Executive Committee Member of the other investment
management subsidiaries of Mellon Financial Corporation, each of which is
an affiliate of the Manager. He is 54 years old.
CHARLES CARDONA, EXECUTIVE VICE PRESIDENT. Executive Vice President of the
Distributor, President of Dreyfus Institutional Services Division, a
division of the Distributor, and an officer of other investment companies
advised and administered by the Manager. He is 44 years old.
MARK N. JACOBS, VICE PRESIDENT. Vice President, Secretary and General Counsel of
the Manager, and an officer of other investment companies advised and
administered by the Manager. He is 54 years old.
JOSEPH CONNOLLY, VICE PRESIDENT AND TREASURER. Director - Mutual Fund Accounting
of the Manager, and an officer of other investment companies advised and
administered by the Manager. He is 43 years old.
STEVEN F. NEWMAN, SECRETARY. Assistant Secretary and Associate General Counsel
of the Manager, and an officer of other investment companies advised and
administered by the Manager. He is 50 years old.
MICHAEL A. ROSENBERG, ASSISTANT SECRETARY. Associate General Counsel of the
Manager, and an officer of other investment companies advised and
administered by the Manager. He is 40 years old.
JEFF PRUSNOFSKY, ASSISTANT SECRETARY. Assistant General Counsel of the Manager,
and an officer of other investment companies advised and administered by
the Manager. He is 35 years old.
MICHAEL CONDON, ASSISTANT TREASURER. Senior Treasury Manager of the Manager, and
an officer of other investment companies advised and administered by the
Manager. He is 38 years old.
The address of each officer of the Company is 200 Park Avenue, New
York, NY 10166.
The Company's Board members and officers, as a group, owned less than
1% of each Fund's outstanding shares as of July 3, 2000.
The following shareholders are known by the Company to own of record
5% or more of Dreyfus Institutional Preferred Money Market Fund's shares of
beneficial interest outstanding on July 3, 2000: (1) Board of Regents of the
University of Texas System, 135 Santilli Highway, Everett, MA 02149 (15.12%);
(2) Board of Regents of the University of Texas System, Long Term Fund Active
Reserve, 135 Santilli Highway, Everett, MA 02149 (9.19%); (3) Comerica Bank, 201
W Fort Street, Floor 3, Detroit, MI 48226 (8.07%); (4) University of Texas
System Administration, UT System Administration, 201 W. 7th Street, Floor 2,
Austin, TX 78701 (6.10%); (5) University of Texas Medical Branch at Galveston,
301 University Blvd Route 0907, Galveston, TX 77555 (5.04%); and (6) Citibank NA
TTEE For Soft Drink TR/Coca Cola A/C 794908, 111 Wall Street, 5th Floor, New
York, NY 10043 (5.04%).
MANAGEMENT ARRANGEMENTS
INVESTMENT ADVISER. The Manager is a wholly-owned subsidiary of Mellon
Bank, N.A., which is a wholly-owned subsidiary of Mellon Financial Corporation
("Mellon"). Mellon is a global multibank financial 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 largest bank holding companies in the United States
based on total assets.
The Manager provides management services pursuant to the Management
Agreement (the "Agreement") between the Manager and the Company. As to each
Fund, the Agreement is subject to annual approval by (i) the Company's Board or
(ii) vote of a majority (as defined in the 1940 Act) of the Fund's outstanding
voting securities, 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 Company or the Manager, by vote cast in person
at a meeting called for the purpose of voting on such approval. As to each Fund,
the Agreement is terminable without penalty on 60 days' notice by the Board or
by vote of the holders of a majority of the Fund's shares or, upon not less than
90 days' notice, by the Manager. The Agreement will terminate automatically, as
to the relevant Fund, 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; Thomas F. Eggers, Vice Chairman--Institutional and a director;
Lawrence S. Kash, Vice Chairman; J. David Officer, Vice Chairman and a director;
Ronald P. O'Hanley III, Vice Chairman; William T. Sandalls, Jr., Executive Vice
President; Stephen R. Byers, Senior Vice President; Patrice M. Kozlowski, Senior
Vice President--Corporate Communications; Mark N. Jacobs, Vice President,
General Counsel and Secretary; Diane P. Durnin, Vice President--Product
Development; Mary Beth Leibig, Vice President--Human Resources; Ray Van Cott,
Vice President--Information Systems; Theodore A. Schachar, Vice President--Tax;
Wendy Strutt, 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 G. McGuinn, Richard W. Sabo
and Richard F. Syron, directors.
The Manager manages each Fund's portfolio of investments in accordance
with the stated policies of the Fund, subject to the approval of the Company's
Board. The Manager is responsible for investment decisions, and provides the
Funds with portfolio managers who are authorized by the Company's Board to
execute purchases and sales of securities. The Funds' 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 Funds and for other funds advised by the
Manager.
The Manager's Code of Ethics subjects its employees' personal
securities transactions to various restrictions to ensure that such trading does
not disadvantage any fund advised by the Manager. In that regard, portfolio
managers and other investment personnel of the Manager must preclear and report
their personal securities transactions and holdings, which are reviewed for
compliance with the Code of Ethics, and are also subject to the oversight of
Mellon's Investment Ethics Committee. Portfolio managers and other investment
personnel who comply with the Code of Ethic's preclearance and disclosure
procedures and the requirements of the Committee, may be permitted to purchase,
sell or hold securities which also may be or are held in fund(s) they manage or
for which they otherwise provide investment advice.
The Manager maintains office facilities on behalf of the Company and
furnishes statistical and research data, clerical help, accounting, data
processing, bookkeeping and internal auditing and certain other required
services to the Company. 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 Funds. 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 Company 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 Company and to the non-interested Board
members, and any extraordinary expenses.
As compensation for the Manager's services, the Company has agreed to
pay the Manager a monthly fee at the annual rate of 0.10% of the value of each
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 Company and to the non-interested Board members. The management
fees paid by Dreyfus Institutional Preferred Money Market Fund to the Manager
for the period June 11, 1997 (commencement of operations) through March 31, 1998
and the fiscal years ended March 31, 1999 and 2000, amounted to $853,116,
$1,722,571 and $2,576,727, respectively. Dreyfus Institutional Preferred Plus
Money Market Fund had not commenced operations as of the date of this Statement
of Additional Information.
The aggregate of the fees payable to the Manager is not subject to
reduction as the value of the Funds' net assets increases.
DISTRIBUTOR. The Distributor, a wholly-owned subsidiary of the Manager
located at 200 Park Avenue, New York, New York 10166, serves as each Fund's
distributor on a best efforts basis pursuant to an agreement with the Company
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 Company's transfer
and dividend disbursing agent. Under a transfer agency agreement with the
Company, the Transfer Agent arranges for the maintenance of shareholder account
records for each 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
each Fund during the month, and is reimbursed for certain out-of-pocket
expenses.
The Bank of New York (the "Custodian"), 100 Church Street, New York,
New York 10286, is each Fund's custodian. The Custodian has no part in
determining the investment policies of the Funds or which securities are to be
purchased or sold by the Funds. Under a custody agreement with the Company, the
Custodian holds each Fund's securities and keeps all necessary accounts and
records.
HOW TO BUY SHARES
Each 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 Funds as
commercial sweep accounts.
The minimum initial investment is $1 billion, unless the investor has
invested at least $1 billion in one Fund, in which case there wold be no minimum
initial investment amount for the other Fund, or the investor has, in the
opinion of Dreyfus Institutional Services Division, a division of the
Distributor, adequate intent and availability of funds to reach a future
aggregate level of investment of $1 billion in the Funds. 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 Company
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.
Each 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 the Fund's 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 Company 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
WIRE REDEMPTION PRIVILEGE. By using this privilege, the investor
authorizes the Transfer Agent to act on wire, telephone or letter 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 Company will initiate payment for shares redeemed
pursuant to this privilege 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 Company 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 Company 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 Company. Shares for which certificates have been issued
may not be redeemed by wire or telephone.
REDEMPTION THROUGH COMPATIBLE AUTOMATED FACILITIES. Each 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 Company has committed 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 a Fund's net
assets at the beginning of such period. Such commitment is irrevocable without
the prior approval of the Securities and Exchange Commission. In the case of
requests for redemption in excess of such amount, the Company'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 relevant 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 each 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 Company's Board has established, as a particular responsibility
within the overall duty of care owed to each Fund's investors, procedures
reasonably designed to stabilize each Fund's price per share as computed for the
purpose of purchases and redemptions at $1.00. Such procedures include review of
each Fund's portfolio holdings by the Company'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 Company's' Board.
The extent of any deviation between a 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 Company's Board. If such deviation
exceeds 1/2%, the Company's Board will consider promptly what action, if any,
will be initiated. In the event the Company'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 AND TRANSFER AGENT CLOSINGS. The following are
the holidays (as observed) on which both the New York Stock Exchange and the
Transfer Agent currently are closed: New Year's Day, Martin Luther King Jr. Day,
Presidents' Day, Memorial Day, Independence Day, Labor Day, Thanksgiving and
Christmas. The New York Stock Exchange also is closed on Good Friday.
SHAREHOLDER SERVICES
FUND EXCHANGES. Shares of one Fund may be exchanged for shares of the
other Fund. To request an exchange, exchange instructions must be given in
writing or by telephone. By using the Telephone Exchange Privilege, the investor
authorizes the Transfer Agent to act on exchange 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. Telephone
exchanges may be subject to limitations as to the amount involved or the number
of telephone exchanges permitted. Shares will be exchanged at the net asset
value next determined after receipt of an exchange request in proper form.
Shares in certificate form are not eligible for telephone exchange.
No fees currently are charged shareholders directly in connection with
exchanges, although the Company reserves the right, upon not less than 60 days'
written notice, to charge shareholders a nominal administrative fee in
accordance with rules promulgated by the Securities and Exchange Commission.
DREYFUS AUTO-EXCHANGE PRIVILEGE. Dreyfus Auto-Exchange Privilege
permits an investor to purchase, in exchange for shares of one Fund, shares of
the other Fund if the investor is a shareholder in such other Fund. This
Privilege is available only for existing accounts. Shares will be exchanged on
the basis of relative net asset value. Enrollment in or modification or
cancellation of this Privilege is effective three business days following
notification by the investor. An investor will be notified if its account falls
below the amount designated under this Privilege. In this case, an investor's
account will fall to zero unless additional investments are made in excess of
the designated amount prior to the next Auto-Exchange transaction. Shares in
certificate form are not eligible for this Privilege.
Fund Exchanges and the Dreyfus Auto-Exchange Privilege are available
to investors resident in any state in which shares of the Fund being acquired
may legally be sold. Shares may be exchanged only between accounts having
identical names and other identifying designations.
The Company reserves the right to reject any exchange request in whole
or in part. The availability of Fund Exchanges or the Dreyfus Auto-Exchange
Privilege may be modified or terminated at any time upon notice to investors.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Management believes that Dreyfus Institutional Preferred Money Market
Fund has qualified for the fiscal year ended March 31, 2000 as a "regulated
investment company" under the Internal Revenue Code of 1986, as amended (the
"Code"). It is expected that Dreyfus Institutional Preferred Plus Money Market
Fund will qualify as a regulated investment company under the Code. Each 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 a 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.
Each Fund ordinarily declares dividends from net investment income on
each day the New York Stock Exchange or the Transfer Agent is open for business.
Each 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
shares of the Fund 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.
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 Funds 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 Funds'
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 share of the Funds or other funds advised by the
Manager or its affiliates.
Research services furnished by brokers through which the Funds 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 Funds. 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, 2000, Dreyfus Institutional
Preferred Money Market Fund's yield and effective yield were 6.02% and 6.20%,
respectively. Dreyfus Institutional Preferred Plus Money Market Fund had not
commenced operations as of the date of this Statement of Additional Information.
Yield is computed in accordance with a standardized method which
involves determining the net change in the value of a hypothetical pre-existing
fund account having a balance of one share at the beginning of a seven calendar
day period for which yield is to be quoted, dividing the net change by the value
of the account at the beginning of the period to obtain the base period return,
and annualizing the results (i.e., multiplying the base period return by 365/7).
The net change in the value of the account reflects the value of additional
shares purchased with dividends declared on the original share and any such
additional shares and fees that may be charged to the shareholder's account, in
proportion to the length of the base period and the fund's average account size,
but does not include realized gains and losses or unrealized appreciation and
depreciation. Effective yield is computed by adding 1 to the base period return
(calculated as described above), raising that sum to a power equal to 365
divided by 7, and subtracting 1 from the result.
Yields will fluctuate and are not necessarily representative of future
results. Each investor should remember that yield is a function of the type and
quality of the instruments in the portfolio, portfolio maturity and operating
expenses. An investor's principal in a Fund is not guaranteed. See
"Determination of Net Asset Value" for a discussion of the manner in which each
Fund's price per share is determined.
Comparative performance information may be used from time to time in
advertising or marketing the Funds' shares, including data from Lipper
Analytical Services, Inc., Bank Rate Monitor(TM), IBC's Money Fund Report(TM),
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 $43 billion in money market funds designed for
institutional investors.
INFORMATION ABOUT THE COMPANY AND THE FUNDS
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 Company is organized as an unincorporated business trust under the
laws of the Commonwealth of Massachusetts. Under Massachusetts law, shareholders
of a Fund could, under certain circumstances, be held personally liable for the
obligations of that Fund. However, the Company's Agreement and Declaration of
Trust (the "Trust Agreement") disclaims shareholder liability for acts or
obligations of the Company and requires that notice of such disclaimer be given
in the agreement, obligation or instrument entered into or executed by the
Company 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 a Fund, the shareholder paying such liability will be
entitled to reimbursement from the general assets of the Fund. The Company
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 Funds.
The Company is a "series fund," which is a mutual fund divided into
separate portfolios, each of which is treated as a separate entity for certain
matters under the 1940 Act and for other purposes. A shareholder of one
portfolio is not deemed to be a shareholder of any other portfolio. For certain
matters shareholders vote together as a group; as to others they vote separately
by portfolio.
To date, the Board has authorized the creation of two series of
shares. All consideration received by the Company for shares of a series, and
all assets in which such consideration is invested, will belong to that series
(subject only to the rights of creditors of the Company) and will be subject to
the liabilities related thereto. The income attributable to, and the expenses
of, a series will be treated separately from those of the other series. The
Company has the ability to create, from time to time, new series without
shareholder approval.
Rule 18f-2 under the 1940 Act provides that any matter required to be
submitted under the provisions of the 1940 Act or applicable state law or
otherwise to the holders of the outstanding voting securities of an investment
company, such as the Company, will not be deemed to have been effectively acted
upon unless approved by the holders of a majority of the outstanding shares of
each series affected by such matter. Rule 18f-2 further provides that a series
shall be deemed to be affected by a matter unless it is clear that the interests
of each series in the matter are identical or that the matter does not affect
any interest of such series. However, the Rule exempts the selection of
independent accountants and the election of Board members from the separate
voting requirements of the Rule.
Unless otherwise required by the 1940 Act, ordinarily it will not be
necessary for the Company to hold annual meetings of shareholders. As a result,
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 Company to hold a special
meeting of shareholders for purposes of removing a Board member from office.
Shareholders may remove a Board member by the affirmative vote of two-thirds of
the Company'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.
Each 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 Company, has rendered its opinion as to certain
legal matters regarding the due authorization and valid issuance of the shares
being sold pursuant to the Funds' Prospectus.
______________________________________________________, independent
auditors, have been selected as independent auditors of the Company.
<PAGE>
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.
<PAGE>
DREYFUS INSITUTIONAL PREFERRED MONEY MARKET FUNDS
PART C. OTHER FUND
--------------------
ITEM 23. EXHIBITS
------- --------
(a) Registrants'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.
(d) Management Agreement is incorporated by reference to Exhibit (5) of
Pre-Effective Amendment No. 1.
(e) Form of Distribution Agreement is incorporated by reference to Exhibit
(e) of Post-Effective Amendment No.5 to the Registration Statement on
Form N-1A, filed on July 27, 2000.
(g) Custody Agreement is incorporated by reference to Exhibit (8) of
Pre-Effective Amendment No. 1.
(i) Opinion and Consent of Registrant's counsel is incorporated by
reference to Exhibit (10) of Pre-Effective Amendment No. 1.
(j) Consent of Independent Auditors.*
(p) Code of Ethics adopted by the Registrant is incorporated by reference
to Exhibit (P) of Post-Effective Amendment No. 5 to the Registration
Statement on Form N-1A, filed on July 27, 2000.
* To be filed by Amendment.
ITEM 23. EXHIBITS - LIST (CONTINUED)
------- ---------------------------
OTHER EXHIBITS
(a) Power of Attorney of the Board members and officers is
incorporated by reference to Other Exhibits of Post-
Effective No. 5 to the Registration Statement on Form N-1A,
filed on July 27, 2000.
(b) Certificate of Assistant Secretary is incorporated by
reference to Other Exhibits of Post-Effective Amendment No.
5 to the Registration Statement on Form N-1A, filed on July
27, 2000.
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 to Pre-Effective
Amendment No. 1. The application of these provisions is limited by
Article 10 of the Registrant's By-laws, filed as Exhibit 2 to
Pre-Effective Amendment No. 1, 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 a 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 is also made to the Distribution Agreement filed as Exhibit
(e) to Post-Effective Amendment No. 5.
ITEM 26. BUSINESS AND OTHER CONNECTONS OF INVESTMENT ADVISER.
------- ---------------------------------------------------
The Dreyfus Corporation ("Dreyfus") and subsidiary companies comprise
a financial service organization whose business consists primarily of
providing investment management services as the investment adviser and
manager for sponsored investment companies registered under the
Investment Company Act of 1940 and as an investment adviser to
institutional and individual accounts. Dreyfus also serves as
sub-investment adviser to and/or administrator of other investment
companies. Dreyfus Service Corporation, a wholly-owned subsidiary of
Dreyfus, serves primarily as a registered broker-dealer and
distributor of other investment companies advised and administered by
Dreyfus. Dreyfus Investment Advisors, Inc., another wholly-owned
subsidiary, provides investment management services to various pension
plans, institutions and individuals.
<PAGE>
Officers and Directors of Investment Adviser
<TABLE>
<CAPTION>
Name and Position
WITH DREYFUS OTHER BUSINESSES POSITION HELD DATES
<S> <C> <C> <C>
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
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 Financial Corporation+ Chief Operating Officer 1/99 - Present
President 1/99 - Present
Director 1/98 - Present
Vice Chairman 11/94 - 1/99
The Boston Company, Inc.* Vice Chairman 1/94 - Present
Director 5/93 - Present
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 Financial 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***
Founders Asset Management, LLC**** Member, Board of 12/97 - Present
Managers
Acting Chief Executive 7/98 - 12/98
Officer
The Dreyfus Trust Company+++
Director 6/95 - Present
Chairman 1/99 - Present
President 1/99 - Present
Chief Executive Officer 1/99 - 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 Managers 2/99 - Present
Dreyfus Service Organization++ Director 3/99 - Present
Dreyfus Insurance Agency of Director 3/99 - Present
Massachusetts, Inc.+++
Dreyfus Brokerage Services, Inc. Director 11/97 - 6/98
401 North Maple Avenue
Beverly Hills, CA.
STEVEN G. ELLIOTT Mellon Financial 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
Mellon Overseas Investments Director 8/87 - Present
Corporation+ President 8/87 - Present
Director 4/88 - Present
Chairman 7/89 - 11/97
Mellon International Investment President 4/88 - 11/97
Corporation+ Chief Executive Officer 4/88 - 11/97
Director 9/89 - 8/97
Mellon Financial Services Treasurer 12/87 - Present
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.++
Dreyfus Brokerage Services, Inc. Chairman 11/97 - 2/99
401 North Maple Ave. Chief Executive Officer 11/97 - 2/98
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 - 3/99
Organization, Inc.++ President 1/97 - 3/99
Seven Six Seven Agency, Inc.++ Director 1/97 - 4/99
Dreyfus Insurance Agency of Chairman 5/97 - 3/99
Massachusetts, Inc.++++ President 5/97 - 3/99
Director 5/97 - 3/99
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 - 6/99
Corporation++ President 5/97 - 6/99
Director 12/94 - 6/99
Founders Asset Management, LLC**** Member, Board of Managers 12/97 - Present
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
Laurel Capital Advisors, Inc.+ Trustee 12/91 - 1/98
Chairman 9/93 - 1/98
President and CEO 12/91 - 1/98
Boston Group Holdings, Inc.* Director 5/93 - Present
President 5/93 - Present
MARTIN G. MCGUINN Mellon Financial 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 Service Organization++ Director 3/99 - Present
Dreyfus Insurance Agency of Director 5/98 - Present
Massachusetts, Inc.++++
Dreyfus Brokerage Services, Inc. Chairman 3/99 - Present
401 North Maple Avenue
Beverly Hills, CA
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
Mellon Trust of New York Director 6/96 - Present
1301 Avenue of the Americas
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 Chief Executive Officer 12/98 - Present
Prudential Securities
New York, NY Senior Vice President 07/91 - 11/98
Regional Director 07/91 - 11/98
RICHARD F. SYRON Thermo Electron President 6/99 - Present
Director 81 Wyman Street Chief Executive Officer 6/99 - Present
Waltham, MA 02454-9046
American Stock Exchange Chairman 4/94 -6/99
86 Trinity Place Chief Executive Officer 4/94 - 6/99
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
Laurel Capital Advisors+ Trustee 3/97 - Present
STEPHEN R. BYERS Dreyfus Service Corporation++ Senior Vice President 3/00 - Present
Director of Investments and Gruntal & Co., LLC Executive Vice President 5/97 - 11/99
Senior Vice President New York, NY Partner 5/97 - 11/99
Executive Committee 5/97 - 11/99
Member
Board of Directors 5/97 - 11/99
Member
Treasurer 5/97 - 11/99
Chief Financial Officer 5/97 - 11/00
PATRICE M. KOZLOWSKI NONE
Senior Vice President -
Corporate
Communications
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 - 3/99
Organization, Inc.++
WILLIAM H. MARESCA The Dreyfus Trust Company+++ Chief Financial Officer 3/99 - Present
Controller Treasurer 9/98 - Present
Director 3/97 - Present
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 Treasurer 3/99 - Present
Organization, Inc.++ Assistant Treasurer 3/93 - 3/99
Dreyfus Insurance Agency of
Massachusetts, Inc.++++ Assistant Treasurer 5/98 - Present
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
Dreyfus-Lincoln, Inc. Director 12/96 - Present
4500 New Linden Hill Road President 1/97 - Present
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
The Dreyfus Trust Company +++ Director 1/96 - Present
Dreyfus Service Organization, Treasurer 10/96- 3/99
Inc.++
Dreyfus Insurance Agency of Director 5/97 - 3/99
Massachusetts, Inc.++++ Treasurer 5/97- 3/99
Executive Vice President 5/97 - 3/99
DIANE P. DURNIN Dreyfus Service Corporation++ Senior Vice President - 5/95 - 3/99
Vice President - Product Marketing and
Development Advertising Division
MARY BETH LEIBIG NONE
Vice President -
Human Resources
THEODORE A. SCHACHAR Dreyfus Service Corporation++ Vice President -Tax 10/96 - Present
Vice President - Tax
The Dreyfus Consumer Credit Chairman 6/99 - Present
Corporation++ President 6/99 - Present
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
RAYMOND J. VAN COTT Mellon Financial Corporation+ Vice President 7/98 - Present
Vice President -
Information Systems Computer Sciences Corporation Vice President 1/96 - 7/98
El Segundo, CA
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 2930 East Third Avenue, Denver, Colorado 80206.
+ 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
**** The address of the business so indicated is 2930 East Third Avenue, Denver, Colorado 80206.
</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) Dreyfus A Bonds Plus, Inc.
2) Dreyfus Appreciation Fund, Inc.
3) Dreyfus Balanced Fund, Inc.
4) Dreyfus BASIC GNMA Fund
5) Dreyfus BASIC Money Market Fund, Inc.
6) Dreyfus BASIC Municipal Fund, Inc.
7) Dreyfus BASIC U.S. Government Money Market Fund
8) Dreyfus California Intermediate Municipal Bond Fund
9) Dreyfus California Tax Exempt Bond Fund, Inc.
10) Dreyfus California Tax Exempt Money Market Fund
11) Dreyfus Cash Management
12) Dreyfus Cash Management Plus, Inc.
13) Dreyfus Connecticut Intermediate Municipal Bond Fund
14) Dreyfus Connecticut Municipal Money Market Fund, Inc.
15) Dreyfus Florida Intermediate Municipal Bond Fund
16) Dreyfus Florida Municipal Money Market Fund
17) The Dreyfus Fund Incorporated
18) Dreyfus Global Bond Fund, Inc.
19) Dreyfus Global Growth Fund
20) Dreyfus GNMA Fund, Inc.
21) Dreyfus Government Cash Management Funds
22) Dreyfus Growth and Income Fund, Inc.
23) Dreyfus Growth and Value Funds, Inc.
24) Dreyfus Growth Opportunity Fund, Inc.
25) Dreyfus Debt and Equity Funds
26) Dreyfus Index Funds, Inc.
27) Dreyfus Institutional Money Market Fund
28) Dreyfus Institutional Preferred Money Market Fund
29) Dreyfus Institutional Short Term Treasury Fund
30) Dreyfus Insured Municipal Bond Fund, Inc.
31) Dreyfus Intermediate Municipal Bond Fund, Inc.
32) Dreyfus International Funds, Inc.
33) Dreyfus Investment Grade Bond Funds, Inc.
34) Dreyfus Investment Portfolios
35) The Dreyfus/Laurel Funds, Inc.
36) The Dreyfus/Laurel Funds Trust
37) The Dreyfus/Laurel Tax-Free Municipal Funds
38) Dreyfus LifeTime Portfolios, Inc.
39) Dreyfus Liquid Assets, Inc.
40) Dreyfus Massachusetts Intermediate Municipal Bond Fund
41) Dreyfus Massachusetts Municipal Money Market Fund
42) Dreyfus Massachusetts Tax Exempt Bond Fund
43) Dreyfus MidCap Index Fund
44) Dreyfus Money Market Instruments, Inc.
45) Dreyfus Municipal Bond Fund, Inc.
46) Dreyfus Municipal Cash Management Plus
47) Dreyfus Municipal Money Market Fund, Inc.
48) Dreyfus New Jersey Intermediate Municipal Bond Fund
49) Dreyfus New Jersey Municipal Bond Fund, Inc.
50) Dreyfus New Jersey Municipal Money Market Fund, Inc.
51) Dreyfus New Leaders Fund, Inc.
52) Dreyfus New York Municipal Cash Management
53) Dreyfus New York Tax Exempt Bond Fund, Inc.
54) Dreyfus New York Tax Exempt Intermediate Bond Fund
55) Dreyfus New York Tax Exempt Money Market Fund
56) Dreyfus U.S. Treasury Intermediate Term Fund
57) Dreyfus U.S. Treasury Long Term Fund
58) Dreyfus 100% U.S. Treasury Money Market Fund
59) Dreyfus U.S. Treasury Short Term Fund
60) Dreyfus Pennsylvania Intermediate Municipal Bond Fund
61) Dreyfus Pennsylvania Municipal Money Market Fund
62) Dreyfus Premier California Municipal Bond Fund
63) Dreyfus Premier Equity Funds, Inc.
64) Dreyfus Premier International Funds, Inc.
65) Dreyfus Premier GNMA Fund
66) Dreyfus Premier Worldwide Growth Fund, Inc.
67) Dreyfus Premier Municipal Bond Fund
68) Dreyfus Premier New York Municipal Bond Fund
69) Dreyfus Premier State Municipal Bond Fund
70) Dreyfus Premier Value Equity Funds
71) Dreyfus Short-Intermediate Government Fund
72) Dreyfus Short-Intermediate Municipal Bond Fund
73) The Dreyfus Socially Responsible Growth Fund, Inc.
74) Dreyfus Stock Index Fund
75) Dreyfus Tax Exempt Cash Management
76) The Dreyfus Premier Third Century Fund, Inc.
77) Dreyfus Treasury Cash Management
78) Dreyfus Treasury Prime Cash Management
79) Dreyfus Variable Investment Fund
80) Dreyfus Worldwide Dollar Money Market Fund, Inc.
81) Dreyfus Founders Funds, Inc.
82) General California Municipal Bond Fund, Inc.
83) General California Municipal Money Market Fund
84) General Government Securities Money Market Funds, Inc.
85) General Money Market Fund, Inc.
86) General Municipal Bond Fund, Inc.
87) General Municipal Money Market Funds, Inc.
88) General New York Municipal Bond Fund, Inc.
89) General New York Municipal Money Market Fund
<PAGE>
(b)
Positions and
Name and principal Positions and offices with offices with
business address the Distributor Registrant
------------------ --------------------------- --------------
Thomas F. Eggers* Chief Executive Officer and None
Chairman of the Board
J. David Officer* President and Director None
Stephen Burke* Executive Vice President None
Charles Cardona* Executive Vice President Executive Vice
President
Anthony DeVivio** Executive Vice President None
David K. Mossman** Executive Vice President None
Jeffrey N. Nachman*** Executive Vice President and None
Chief Operations Officer
William T. Sandalls, Executive Vice President and None
Jr.* Director
Wilson Santos** Executive Vice President and None
Director of Client Services
William H. Maresca* Chief Financial Officer None
Ken Bradle** Senior Vice President None
Stephen R. Byers* Senior Vice President None
Frank J. Coates* Senior Vice President None
Joseph Connolly* Senior Vice President Vice President
and Treasurer
William Glenn* Senior Vice President None
Michael Millard** Senior Vice President None
Mary Jean Mulligan** Senior Vice President None
Bradley Skapyak* Senior Vice President None
Jane Knight* Chief Legal Officer and Secretary None
Stephen Storen* Chief Compliance Officer None
Jeffrey Cannizzaro* Vice President - Compliance None
Maria Georgopoulos* Vice President - Facilities None
Management
William Germenis Vice President - Compliance None
Walter T. Harris* Vice President None
Janice Hayles* Vice President None
Hal Marshall* Vice President - Compliance None
Paul Molloy* Vice President None
Theodore A. Schachar* Vice President - Tax None
James Windels* Vice President None
James Bitetto* Assistant Secretary None
--------------------------------
* Principal business address is 200 park Avenue, New York, NY 10166.
** Principal business address is 144 Glenn Curtiss Blvd., Uniondale, NY
11556-0144.
*** Principal business address is 401 North Maple Avenue, Beverly Hills, CA
90120.
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
100 Church 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
<PAGE>
SIGNATURES
--------------
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Amendment to
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 2nd day
of August, 2000.
DREYFUS INSTITUITIONAL PREFERRED MONEY
MARKET FUNDS
BY: /S/STEPHEN E. CANTER*
------------------------------
Stephen E. Canter, 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/ STEPHEN E. CANTER* President (Principal 8/2/2000
---------------------------- Executive Officer)
Stephen E. Canter
/s/ JOSEPH CONNOLLY* Vice President and Treasurer 8/2/2000
---------------------------- (Principal Financial and
Joseph Connolly Accounting Officer)
/s/ JOSEPH S. DIMARTINO* Chairman of the Board 8/2/2000
------------------------------
Joseph S. DiMartino
/s/ CLIFFLORD L. ALEXANDER, JR.* Board Member 8/2/2000
-------------------------------
Clifflord L. Alexander, Jr.
/s/ LUCY WILLSON BENSON* Board Member 8/2/2000
--------------------------------
Lucy Willson Benson
*BY: /s/ Jeff Prusnofsky
---------------------------
Jeff Prusnofksy,
Attorney-in-Fact
